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TABLE OF CONTENTS
Part IV

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-K

x


ý


ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED MARCH 30, 200829, 2009


o



TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM                TO                

Commission file number 0-24746

TESSCO Technologies Incorporated

(Exact name of registrant as specified in its charter)

DELAWARE

52-0729657

DELAWARE
(State or other jurisdiction of

(I.R.S. Employer


incorporation or organization)

52-0729657
(I.R.S. Employer
Identification No.)


11126 McCormick Road, Hunt Valley, Maryland

21031


(Address of principal executive offices)



21031
(Zip Code)

Registrant’s         Registrant's telephone number, including area code(410) 229-1000

         

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Name of each exchange on which registered

Common Stock, $0.01 par value

NASDAQ Global Market

Securities registered pursuant to Section 12(g) of the Act:


None



Indicate by check mark if the registrant is a well-known seasoned issuer (as defined in Rule 405 of the Act). Yes oNo xý

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes oNo xý

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ýx    No o

         Indicate by check mark whether the registrant submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o    No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’sregistrant's knowledge, in definitive proxy or other information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

         

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company”company (as defined in Rule 12b-2 of the Exchange Act. (Check one):

Act).

Large accelerated filer o

Accelerated filer o

Non-accelerated filer o

Smaller reporting company ýx

(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is ashell company (as defined in Rule 12b-2 of the Act). Yes oNo ýx

         

The aggregate market value of Common Stock, $0.01 par value, held by non-affiliates of the registrant based on the closing sales price of the Common Stock as quoted on the NASDAQ Global Market as of September 30, 2007,28, 2008, was $56,052,996.$46,019,105.

         

The number of shares of the registrant’sregistrant's Common Stock, $0.01 par value, outstanding as of June 4, 2008,May 26, 2009, was 5,306,362.4,805,329.

DOCUMENTS INCORPORATED BY REFERENCE:Portions of the definitive Proxy Statement to be delivered to stockholders in connection withfor the 2008registrant's 2009 Annual Meeting of Shareholders, scheduled to be held July 24, 2008,23, 2009, are incorporated by reference into Part III.III of this Annual Report on Form 10-K.



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TABLE OF CONTENTS

PART 1

Item 1.PART 1

BusinessItem 1.

Business

3

Item 1A.

Risk Factors

13

Item 1B.

Unresolved Staff Comments

20

Item 2.

Properties

20

Item 3.

Legal Proceedings

20

Item 4.

Submission of Matters to a Vote of Security Holders

20

PART II

Item 5.

Market for Registrant’sRegistrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

21

Item 6.

Selected Financial Data

24

Item 7.

Management’sManagement's Discussion and Analysis of Financial Condition and Results of Operations

26

Item 8.

Financial Statements and Supplementary Data

41

Item 9.

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

72

Item 9A(T).

Controls and Procedures

72

Item 9B.

Other Information

73

PART III

Item 10.

Directors, Executive Officers and Corporate Governance

73

Item 11.

Executive Compensation

73

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

73

Item 13.

Certain Relationships and Related Transactions, and Director Independence

73

Item 14.

Principal Accounting Fees and Services

73

PartPART IV

Item 15.

Exhibits, Financial Statement Schedules

73

Schedule II:

Valuation and Qualifying Accounts

76

Signatures

77

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Part I

Item 1.    Business.

General

TESSCO Technologies Incorporated (TESSCO, we, or the Company) is a leading provider of integrated product and supply chain solutions to the professionals that design, build, run, maintain and use wireless mobile, fixed and in-building systems.

        

We link customers with integrated product and supply chain solutions configured from product choices made by world-class manufacturers. While creating Your Total Source®Source® opportunity for our customers to improve the way business is done, we present, market, sell, supply, and support manufacturers’manufacturers' products as a part of a total customer solution, thus providing a cost-effective channel to a broad and diverse customer base.

        

Our operational platform, which we refer to as our Knowledge, Configuration, Delivery and Control System (KCDCTM(KCDC™), allows customers and manufacturers the opportunity to streamline the supply chain process and lower total inventories and costs by providing guaranteed availability and complete, on-time delivery to the point of use.

        

We began our “total source”"total source" operations in 1982, reincorporated as a Delaware corporation in 1987, and have been listed on the NASDAQ Market, now the NASDAQ Global Market, (symbol: TESS) since 1994. Today, we operate 24 hours a day, seven days a week, under ISO 9001:2000 registration. Our solution offering falls within the broad business segment categories of network infrastructure, mobile devices and accessories, and installation, test and maintenance products.

        

We currently serve an average of approximately 8,70012,200 commercial customers whose purchases each exceed $250 per month, and 2,300 consumers per month including a diversified mix of carrier and public network operators, infrastructure site owners, program managers, contractors and integrators, industrial and enterprise self-maintained users, governments, manufacturers, repair centers, retailers, dealers and value-added resellers,resellers. Additionally, we currently serve an average of approximately 1,500 consumers per month, including through affinity partners and consumers.direct-to-consumer programs.

On November 29, 2006, we issued a stock dividend in order to effect a 3-for-2 stock split of our common stock. The share prices and number of shares included in this Annual Report on Form 10-K prior to the November 29, 2006 stock split have been retroactively restated to reflect the stock dividend for all periods presented.

Products and Services

        

We identify, select, present, market, sell, supply, and support products and services required to design, build, run, maintain and use a wireless system. We principally offer competitively priced, manufacturer brand-name products, ranging from simple hardware items to sophisticated test equipment, with per item prices ranging from less than $1 to $75,000 and gross profit margins ranging from less than 5% to over 95%. During fiscal year 2008, we offeredWe offer products classified into our three business segments: network infrastructure, mobile devices and accessories, and installation, test and maintenance products, which accounted for approximately 32%36%, 52%48% and 16% of fiscal year 2009 revenues, respectively. Network infrastructure products are used to build, repair and upgrade wireless telecommunications, computing and Internet networks, and generally complement radio frequency transmitting and switching equipment provided directly by original equipment manufacturers (OEMs).networks. Products include base station antennas, cable and transmission lines, fixed and mobile broadband equipment, wireless local area network (WLAN) products, wireless networking, filtering systems, small towers, lightning protection devices, connectors, security and surveillance products, power systems and miscellaneous hardware. Our network infrastructure service offering includes connector installation, custom jumper assembly, filter product tuning, site kitting, logistics integration and logistics integration.wireless network training. Mobile devices and accessory products include cellular phone and data device accessories such as replacement batteries, cases, speakers, mobile amplifiers, power supplies, headsets, mounts, and car antennas, music accessories and data and memory cards as well as two-way radios and related accessories. Retail merchandising displays, promotional programs, customized order fulfillment services and affinity-marketing programs, such asincluding providing outsourced call centers and private label Internet sites, complement our mobile devices and accessory product


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offering. Installation, test and maintenance products are used to install, tune, maintain and repair wireless communications equipment. Products include sophisticated analysis equipment and various frequency-, voltage- and power-measuring devices, as well as an assortment of tools, hardware, GPS, safety and replacement and component parts and supplies required by service technicians. For more detailed financial information regarding our

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business segments for each of the past three fiscal years, see Note 109 to the Consolidated Financial Statements included in Item 8 to this Annual Report on Form 10-K for the fiscal year ended March 30, 2008.29, 2009.

        

While we principally provide manufacturer brand-name products, a variety of products, which are primarily subscriber accessory products and infrastructure accessory components, are developed and offered under TESSCO owned-brands including, Wireless SolutionsÒSolutions®, TerraWave®Ventev, TerraWave® and Airstream. Also, our WLAN certification training is offered under our GigaWave®GigaWave® trade name. We have not incurred significant research and development expenditures in any of the last three fiscal years.

        

Our products are sold as part of our integrated product and supply chain solutions. Our supply chain services for all product areas are grouped under Knowledge, Configuration, Delivery and Control. Knowledge solutions include the entire suite of TESSCO publications that focus on educating the industry, including product choice comparison,highlights, showcases and/or comparisons, with comprehensive specifications organized by product, not manufacturer,on the products, solutions and applications that are offered and reinforced by engineering, sales and technical support, staff andas well as hands-on training programs. Configuration services are comprised of customized product kitting, logistics management and consumer and retail merchandising and marketing, allowing the products to be delivered ready for immediate use, installation or resale. Our delivery system allows the customer to select 1-, 3- or 5-day “just-in-time”"just-in-time" delivery, to specific delivery locations, designed to eliminate the customer’scustomer's need for staging and warehousing. Our services that increase customer control include predetermined monthly pricing levels, the ability to monitor multi-site purchasing with pre-approved, customized parameters indicating who is able to order how much of which specific products, order delivery tracking, product and usage tracking, and history reporting and alternative financing options.

        

As part of our commitment to customer service, we typically allow customers to return most products for any reason, for credit, within 30 days of the date of purchase. Total returns and credits have been less than 5%3% of revenues in each of the past three fiscal years.

        

As of March 30, 2008,29, 2009, we offered products purchased from approximately 360 manufacturers. A substantial portion of our inventory purchases are concentrated with a small number of vendors. In fiscal year 2008,2009, products purchased from our largest vendor, Motorola Inc., generated approximately 16%11% of our revenue. Our next nine top vendors accounted for approximately 33%30% of our fiscal year 20082009 revenues, thus resulting in revenue from sales of products purchased from our top ten vendors of approximately 49%41% of our total revenues. Although we do not maintain long-term supply contracts with our vendors, we believe that, for other than those products purchased by us as part of our affinity relationshipsrelationship with Nokia Inc. (Nokia) as described below, alternative sources of supply are available for many of the product types we carry. The agreements and arrangements on which most of our affinitylarger vendor and customer relationships are based are of limited duration and terminable by either party upon several months or otherwise short notice.

        

In mid-September 2005, T-Mobile, previously our largest affinity and overall customer relationship, completed its transition from the TESSCO provided e-commerce marketing and sales system to an in-house Web solution and alternative third-party logistics provider, and thus revenues then ceased from this relationship.

We supply repair and replacement materials to authorized service centers for Nokia Inc. (Nokia)primarily in the United States Canada and Latin America.Canada. Sales of the Nokia repair and replacement materials, that we purchase from Nokia and sell to approximately 1,2001,300 separate and distinct service centers, accounted for approximately 8%6% of our total revenues in fiscal year 2008.2009. This relationship is a complete supply chain relationship and, therefore, we have no alternative sources of supply, and our purchases, and ultimately our resale of these products, isare dependent upon the continuation of the Nokia relationship. In January 2009, we extended our relationship with Nokia through December 2010. We also sell products


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other than Nokia repair and replacement materials to many of these customers. Absent this arrangement with Nokia, we would maintain the ability to sell theseour other products to these customers.

        

We are dedicated to superior performance and quality and consistency of service in an effort to maintain and expand these types of relationships, such as the Nokia arrangement, but there can be no assurance that we will continue to be successful in this regard in the future, or that competitive pressures or other events beyond our control will not have a negative impact on our ability to maintain these relationships or to continue to derive revenuerevenues from these relationships.

4



Customers

        

Our customer base consists of commercial customers and consumers, which accounted for approximately 98% and 2%, respectively, of fiscal year 20082009 revenues. Commercial customers share the characteristic that they are organizations that design, install, operate, repair or sell some type of wireless communications system.system and/or products. Beginning in fiscal year 2008, we categorizehave categorized our commercial customers into three different categories: 1) public carriers and network operators, 2) resellers and 3) self-maintained users (SMUs) and governments, which accounted for approximately 12%13%, 62%60% and 24%25%, respectively, of fiscal year 20082009 revenues.

        

Public carriers and network operators are system operators that are generally responsible for building and maintaining the infrastructure system and providing airtime service to individual subscribers.

        

Resellers include dealers and resellers that sell, install andand/or service cellular telephone, pagingwireless networking, broadband and two-way radio communications equipment primarily for the enterprise market, and to a lesser extent, the consumer and small business markets.market. These resellers include local and national proprietorshipsvalue-added resellers and retailers.

        

SMUs and government customers include commercial entities, such as major utilities, transportation companies, and installation centers, and federal agencies and state and local governments, including public safety organizations.governments.

        

Consumers place orders for devices and related accessories via telephone and the Internet primarily through our affinity-marketing programs. Under these programs, we collaborate with our affinity-marketing clients to market to their customers under their brands. In many cases, we act as the merchant on behalf of the affinity-marketing client, interfacing with the customer, accepting the order, shipping from our inventory and collecting payment. Our affinity-marketing programs create a high level of customer service and supplementary income for the client through revenue share payments. In addition to our affinity programs, we maintain our own internally developed consumer Web site, YourWirelessSource.comTMYourWirelessSource.com™, which offers cellular phone accessories from OEMs and Wireless Solutions®, our own private brand, and other complementary consumer wireless products.

        

Our largest customer relationship, AT&T Mobility (formerly Cingular Wireless), a top tier cellular carrier purchasing phone accessories, accounted for approximately 26%22% of our revenues during fiscal year 2008.2009. Our next nine largest customer relationships accounted for 5%9% of our total revenues during fiscal year 2008,2009, and therefore, our top ten customer relationships totaled 31% of our total revenues.

        

Although we currently service customers in over 100 countries, approximately 96% of our sales have been made to customers in the United States during each of the past three fiscal years. Due to our diverse product segments and our wide customer base, our business is not significantly affected by seasonality.seasonality in the aggregate. However, sales to our retailers generally peak in our second and third quarters in preparation for the winter holiday season. Also, our network infrastructure sales are typically affected by weather conditions in the United States, especially in our fourth quarter.


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Method of Operation

        

We believe that we have developed a highly integrated, technologically advanced and efficient method of operation based on the following key tenets:

    ·Understanding and anticipating customers’customers' needs and building solutions by cultivating lasting relationships;

    ·

    Allowing customers to make the best decisions by delivering product knowledge, not just information, through our knowledge tools, includingThe Wireless Guide®, and TESSCO.com®TESSCO.com®, our Internet-based Solution and Transaction System;

    ·

    Responding to what we refer to as “the"the moments of truth”truth" by providing customers with sales, service and technical support, 24 hours a day, 7 days a week, 365 days a year;

    ·

    Providing customers what they need, when and where they need it by delivering integrated product and supply chain solutions; and

    ·

    Helping customers enhance their operations by providing real-time order tracking and performance measurement.

        

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We operate as a team of teams structured to enhance marketing innovation, customer focus and operational excellence and consist of these integrated units:

Market Development and Sales:    In order to meet the needs of a dynamic and diverse marketplace, sales and marketing activities are organized on an end-market basis. Sales teams are focused on: public carrier and network operator (e.g., carriers, infrastructure site owners, program site managers, contractors and integrators); SMUs and governments (e.g., self-maintained users, governments, manufacturers, repair centers); resellers (e.g. retailers, dealers and value-added resellers); and consumers (e.g., affinity programs, Web store programs and fulfillment and consumer services). This organization allows for the development of unique product and solution offerings to meet the needs of our diverse customer base.

        

We attempt to understand and anticipate customers’customers' needs and to build solutions by cultivating lasting relationships. Our commercial customer database contains detailed information on approximately 264,000280,000 existing and potential customers, including the names of key personnel, past contacts, inquiries, and buying and credit histories. This extensive customer database enables us to identify and target potential customers and to market specific products to these targeted customers. Potential customers are identified through their responses to TESSCO.com®TESSCO.com®, direct-marketing materials, advertisements in trade journals and industry trade shows, as well as through referrals from other TESSCO customers and vendors. Customer relationship representatives pursue these customer inquiries through distribution of our Knowledge Tools and through phone contact, electronic communications and field visits. The information technology system tracks potential customer identification from the initial marketing effort through the establishment and development of a purchasing relationship. Once a customer relationship is established, we carefully analyze purchasing patterns and identify opportunities to encourage customers to make more frequent purchases of a broader array of products. Scheduled contacts are made to each regularly purchasing customer for the purpose of information dissemination, order generation, database maintenance and the overall enhancement of the business relationship. The process is aimed at the attraction of prospects to TESSCO, the conversion of these prospects to buying customers, and the ultimate migration to loyal, total-source monthly buyers.

Solutions Development and Marketing:    We actively monitor advances in technologies and industry trends, both through market research and continual customer and manufacturer interaction, and continue to enhance our product offering as new wireless communications products and technologies are developed.


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In addition to determining the product offering, our product and solutions development teams provide the technical foundation for both customers and our personnel. The Wireless Product Knowledge System (WPKS) is continually updated to add new products and additional technical information in response to manufacturer specification changes and customer inquiries. WPKS contains detailed information on each SKU offered, including full product descriptions, category classifications, technical specifications, illustrations, product cost, pricing and delivery information, alternative and associated products, and purchase and sales histories. This information is available on a real-time basis to all of our personnel for product development, procurement, technical support, cataloging and marketing.

We utilize our WPKS to develop both broad-based and customized product information materials. These materials are designed to encourage both existing and potential customers to realize the value we provide in their product and supply chain decisions. These Knowledge Tools are an integrated suite of informational print and electronic media. They include:The Wireless GuideGuide®, our product catalogue which is distributed annually to more than 60,00075,000 current and prospective buyers;The Wireless Journal®Journal®, a bi-monthly trade journal with an annuala bi-monthly circulation of approximately 480,000,80,000, which is designed to introduce the reader to our capabilities and product offerings, and contains information on significant industry trends and product reviews;The Wireless UpdateUpdate®, which is emailed monthly to more than 100,000107,000 different individuals, and is uniquely produced for various portions of our customer base; the family of Wireless Bulletins includingThe Wireless Bulletin for Accessories for Handsets & Music Devices, The Wireless Bulletin for Installation, Test & Maintenance Products, The Wireless Bulletin for Site Planning, The Wireless Bulletin for Training, andThe Wireless Bulletin for Wireless Networking Solutions,which aredistributed throughout different times of the year and have an annual circulation of approximately 445,000;The Wireless Guide At-a-Glance, which is annually distributed to more than 100,000 individuals, Technical Application Notes and White Papers, which provide in-depth planning and installation instructions and diagrams; Tech Tips, which offer suggestions and ideas from TESSCO customers; and TESSCO.com®TESSCO.com®.

        

TESSCO.com®TESSCO.com® is our ecommerce site.e-commerce site. It offers online access to a real-time system of Knowledge, Configuration, Delivery and Control of product and supply chain solutions. Intended for our commercial customers who design, build, run, maintain and use everything wireless, its feature-rich capabilities include:

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    ·Electronic versions of various Knowledge Tools, including:The Wireless Update®,The Wireless Journal®, and five customized versions ofThe Wireless Bulletin;

    ·

    13 product search options, ranging from key wordkeyword searches to product category browsing;

    ·

    Real-time pricing and product availability;

    ·

    Easy ordering capabilities, including a recently-improved worksheet ordering tool which allows for the construction and configuration of a total-source order; additionally, worksheets can be saved with or without protection, as well as copied, shared, uploaded and emailed;

    ·

    RSS feeds that allow customers to see TESSCO's newest products;

    Order confirmation – confirmation—specifying the contents, order status, delivery date, tracking number and total cost of an order;

    ·

    Order reservations, order status, back-order details and four-month order history;

    ·

    The ability to view invoices online and customer-specific pricing, based on our tiered pricing levels tied to a customer’scustomer's aggregate purchase volume;

    ·

    Comprehensive, targeted marketing pages for more than 200250 product solutions;

    ·

    Interactive, how-to illustrations for a range of wireless applications;

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      A library of videos and

      other valuable content; and·

      Variety of useful customer service, financial and technical support pages.

            

    Our Knowledge Tools empower our customers to make better decisions by delivering product knowledge, rather than just information. These tools also afford our manufacturers the opportunity to develop their brands and to promote their products to a broad and diverse customer base.

    Procurement and Inventory Management:    Our product management and purchasing system aims to provide customers with a total source of broad and deep product availability, while maximizing our return on our inventory investment.

            

    We use our information technology system to monitor and manage our inventory. Historical sales results, sales projections and information regarding vendor lead times are all used to determine appropriate inventory levels. The information technology system also provides early warning reports regarding upcoming inventory requirements. As of March 29, 2009 and March 30, 2008, and April 1, 2007, we had an immaterial level of backlog orders. Most backlog orders as of March 30, 2008,29, 2009, are expected to be filled within 90 days of fiscal year-end. For the fiscal years ended March 29, 2009 and March 30, 2008, and April 1, 2007, inventory write-offs, excluding purchases from vendors for whom we hold goods on consignment, were 1.2%0.7% and 1.0%1.2% of total purchases, respectively. In many cases, we have been able to return slow-moving inventory to our vendors pursuant to stock rotation agreements. Inventory turns for fiscal years 2009 and 2008 were 8.4 and 2007 were 9.3, and 8.6, respectively. This increasedecrease is largely due to an amended repair parts and components arrangement implemented with Nokialower sales in the fourth quarter of fiscal year 2007, in which inventory formerly owned by us, became held by us on a consignment basis.2009 as compared to fiscal year 2008.

    Customer Support and Order Entry:  The    Our customer support teams are responsible for responding to what we refer to as “the"the moments of truth”truth" by providingdelivering sales and customer support services by means ofthrough an effective and efficient transaction system. We also continually monitor our customer service performance through report cards included with each product delivery, customer surveys and regular interaction with customers. By combining our broad product offering with a commitment to superior customer service, we seek to reduce a customer’scustomer's overall procurement costs by enabling the customer to consolidate the number of suppliers from which it obtains products, while also reducing the customer’scustomer's need to maintain high inventory levels.

            

    Our information technology system provides detailed information on every customer account, including recent inquiries, buying and credit histories, separate buying locations within a customer account and contact diaries for key personnel, as well as detailed product information, including technical, product availability and pricing information. The information technology system increases sales productivity by enabling any customer support representative to provide any customer with personalized service and also allows non-technical personnel to provide a high level of technical product information and order assistance.

            

    We believe that our commitment to providing prompt, friendly and efficient customer service before, during and after the sale enables us to maximize sales, customer satisfaction and customer retention. The average number of commercial customers whose purchases each exceed $250 per month increaseddecreased slightly from 8,40012,300 in fiscal year 20072008 to 8,70012,200 in fiscal year 2008.2009. An average of 3,2001,500 consumer end-users were served per month in fiscal year 20082009 as compared with 7,1003,200 in fiscal year 2007.2008. This decline in consumers is due to changes in relationships with some of our affinity partners.

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    Fulfillment        Fulfillment and Distribution:    Orders are received at our Hunt Valley, Maryland, Reno, Nevada and San Antonio, Texas customer sales support centers. As orders are received, customer representatives have access to technical information, alternative and complementary product selections, product availability and pricing information, as well as customer purchasing and credit histories and recent inquiry summaries. An automated materials-handling system, which is integrated with the product planning and procurement system, allows us to ensure inventory control, minimize multiple


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    product shipments to complete an order and limit inventory duplication. Bar-coded labels are applied to every product, allowing distribution center personnel to utilize radio frequency scanners to locate products, fill orders and update inventory records in real-time, thus reducing overhead associated with the distribution functions. Orders are delivered to customers by a variety of freight line and parcel transportation carrier partners with whom we contract.

            

    Delivery charges are generally calculated on the basis of the weight of the products ordered and on the delivery service requested, not distance to the customer. We generally believe that this approach, combined with our Performance and Delivery Guarantee, which emphasizes on-time delivery instead of shipment dates, enables customers to minimize their inventories and reduce their overall procurement costs, thereby encouraging them to make us their total source supplier.

    Information Technology:    Critical to the success of our operations is our information technology system. We have made substantial investments in the development of this system, which integrates cataloging, marketing, sales, fulfillment, inventory control and purchasing, financial control and internal and external communications. The information technology system includes highly developed customer and product databases and is integrated with our Configuration, Fulfillment and Delivery system. The information contained in the system is available on a real-time basis to all of our employees and is utilized in every area of our operations.

            

    We develop, construct, maintain and host several Web sites for certain affinity partners. These sites include control capabilities, including partner branding, independent landing pages and URLs, product filtering and purchase authorization limits that allow us to seamlessly interact with the customer, fulfill online orders and provide required information to these affinity partners.

            

    We believe that we have been successful to date in pursuing a highly integrated, technologically advanced and efficient method of operations; however, disruption to our day-to-day operations, including failure of our information technology system, distribution system, or freight carrier interruption, could impair our ability to receive and process orders or to ship productproducts in a timely and cost-efficient manner.

    Acquisitions

            

    In July 2007, we acquired the net assets and business of NetForce Solutions, Inc. (NetForce), a provider of technical and sales training solutions to wireless, telecommunications, and networking industries. The purchase included substantially all of the non-cash business assets of NetForce for an initiala cash payment of approximately $659,500 and potential additional cash earn-out payments of up to approximately $2.8 million over a four-year period, contingent on the achievement of certain earnings thresholds.$659,500.

            

    In April 2006, we acquired the non-cash assets and businesses of TerraWave Solutions, Ltd. (TerraWave) and its commonly owned affiliate, GigaWave Technologies, Ltd. (GigaWave) for an initial cash payment of approximately $3.9 million, and potential additional cash earn-out paymentspayment obligations accruing over a four-year period, contingent on the achievement by the TerraWave/GigaWave business unit post-acquisition of certain minimum earnings thresholds ($1.5 million ofthresholds. Of the $3.8$3.9 million cash amount paid at closing, is$1.5 million was a non-refundable prepayment against future earn-out payments, if earned).obligations. To the extent that certainthe minimum earnings thresholds are not achieved, we will not be able to recoverapply the remainder of this prepayment. The maximum amount of contingent future earn-out payments not yet applied as of March 30, 2008 (after29, 2009 (assuming that all remaining performance thresholds are fully met, and after subtracting the remaining portion of the $1.5 million prepayment) is $13.3$12.0 million.

            

    The TerraWave business designs, configures and offers Wi-Fi products and accessories, many of which are branded under TerraWave’sTerraWave's private label. Some of the TerraWave-branded products are sold with products of Cisco Systems under Cisco’sCisco's Strategic Technology Integrator program. The GigaWave business provides curriculum development and hands-on, instructor-led training courses for the Wireless Local Area Network (WLAN) industry. GigaWave develops and delivers wireless networking courseware for Cisco Systems, allowing IT professionals to obtain Cisco Wireless Certifications.


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    Competition

            

    The wireless communications distribution industry is competitive and fragmented, and is comprised of several national distributors, such as Hutton Communications, Cellstar, Brightpoint, Embarq Logistics, Anixter, Westcon, Comstor, Tech Data, Ingram Micro, Superior Communications, Site Pro 1, and Wincomm, as well as numerous regional distributors, including Talley Communications and Alliance Semiconductor. In addition, many manufacturers sell and fulfill directly to customers. Barriers to entry for distributors are relatively low, particularly in the mobile devices and accessory market, and the risk of new competitors entering the market is high. In addition, the agreements or arrangements with our customers or vendors looking to us for product and supply chain solutions, are typically of limited duration and are terminable by either party upon several months or otherwise short notice. Accordingly, our ability to maintain these relationships is subject to competitive pressures and challenges. We believe, however, that our strength in service, the breadth and depth of our product offering, our information technology system, and our large customer base and purchasing relationships with approximately 360 manufacturers, provide us with a significant competitive advantage over new entrants to the market. Some of our current competitors particularly certain manufacturers, have substantially greater capital resources and sales and distribution capabilities.capabilities than we do. In response to competitive pressures from any of our current or future competitors, we may be required to lower selling prices in order to maintain or increase market share, and such measures could adversely affect our operating results.

            

    Continuing changes in the wireless communications industry, including risks associated with conflicting technology, changes in technology, inventory obsolescence, and consolidation among wireless carriers, could adversely affect future operating results.

            

    We believe that the principal competitive factors in supplying products to the wireless communications industry are the quality and consistency of customer service, particularly timely delivery of complete orders, breadth and quality of products offered and total procurement costs to the customer. We believe that we compete favorably with respect to each of these factors. In particular, we believe we differentiate ourselves from our competitors based on the breadth of our product offering, our ability to quickly provide products and supply chain solutions in response to customer demand and technological advances, our knowledge and expertise in wireless technologies and the wireless marketplace, the level of our customer service and the reliability of our order fulfillment process.

    Intellectual Property

            

    We seek to protect our intellectual property through a combination of trademarks, service marks, confidentiality agreements, trade secret protection and, if and when appropriate, patent protection. Thus far, we have generally sought to protect our intellectual property, including our product data and information, customer information and information technology systems, through trademark filings and nondisclosure, confidentiality and trade secret agreements. We typically require our employees, consultants and others having access to our technology to sign confidentiality and nondisclosure agreements. There can be no assurance that these confidentiality and nondisclosure agreements will be honored, or whether they can be fully enforced, or that other entities may not independently develop systems, technologies or information similar to that on which we rely.

    TESSCO Communications Incorporated, a wholly-owned subsidiary of TESSCO Technologies Incorporated, maintains a number of registered trademarks and service marks in connection with our business activities, including “TESSCOÒ"TESSCO®,” “Delivering" "Delivering What You Need…WhenNeed...When and Where You Need ItÒIt®,” “Your" "Your Total SourceÒSource®,” “Your" "Your Virtual InventoryInventory®," "Your Wireless Success. Nothing Less®," "Ò,” “The Wireless JournalJournal®," "Wireless Solutions®," "The Wireless GuideÒ®," "The Wireless Update®,” “Wireless SolutionsÒ,” “The" "The Vital Link to a Wireless WorldÒWorld®,” “Transmitter®" "Transmitter®,”  “T-Flash®" "T-Flash®,” “Techdirect®" "Techdirect®,” “A" "A Simple Way of Doing Business Better®Business®,” “TerraWave Solutions®" "TerraWave Solutions®," and “GigaWave Technologies®"GigaWave Technologies®." Our general policy is to file for trademark and service mark protection for each of our trademarks and trade names and to enforce our rights against any infringement.


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    Although we currently hold no patents, we intend, if and when appropriate, to seek patent protection for patentable technology. The ability to obtain patent protection involves complex legal and factual questions. Others may obtain patent protection for technologies that are important to our business, and as a result, our business may be adversely affected. In response to patents of others, we may need to license the right to use technology patented by others, or in the event that a license cannot be obtained, to design our systems around the patents of others.

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    Environmental Regulation

    We are subject to various laws and governmental regulations concerning environmental matters and employee safety and health in the United States. We are also subject to regulation by the Occupational Safety and Health Administration concerning employee safety and health matters. Compliance with these federal, state and local laws and regulations related to protection of the environment and employee safety and health has had no material effect on our business. There were no material capital expenditures for environmental projects in fiscal year 20082009 and there are no material expenditures planned for such purposes in fiscal year 2009.2010.

    Employees

            

    Employees

    As of March 30, 2008,29, 2009, we had 857894 full-time equivalent employees. Of our full-time equivalent employees, 386419 were engaged in customer and vendor service, marketing, sales and product management, 379385 were engaged in fulfillment and distribution operations and 9290 were engaged in administration and technology systems services. No employees are covered by collective bargaining agreements. We consider our employee relations to be excellent.

    Executive Officers

    Executive officers are appointed annually by the Board of Directors and, subject to the terms of any applicable employment agreement, serve at the discretion of the Board of Directors. Information regarding our executive officers is as follows:

    Name

    Age

    Position


    Robert B. Barnhill, Jr.

    64

    65

    Chairman, President and Chief Executive Officer

    Robert B. Barnhill, Jr. is chairman, president and chief executive officer and foundedhas served in these capacities since founding the current business in 1982.


    David M. Young


    37


    38



    Senior Vice President, Chief Financial Officer and Corporate Secretary



    David M. Young joined the Company in July 1999 and has served as senior vice president and chief financial officer since March 2006. Between April 2002 and February 2006, Mr. Young served as a vice president, and between February 2005 and March 2006, he served as acting chief financial officer. Prior to February 2005, Mr. Young served as the Company’sCompany's controller. Since March 2004, Mr. Young has served, and continues to serve, as Corporate Secretary. Prior to joining the Company, Mr. Young served as assistant vice president and assistant corporate controller at Integrated Health Services, Inc..Inc.


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    Name
    AgePosition

    Gerald T. Garland

    57

    58

    Senior Vice President of Solutions Development and Product Management

    Gerald T. Garland rejoined the Company in April 2003 and has served as senior vice president of solutions development and product management since April 2006. Mr. Garland has served as senior vice president of the installation, test and maintenance line of business since May 2005, as senior vice president of the mobile devices and accessories line of business since April 2004 and as senior vice president of the network infrastructure line of business since April 2003. Between September 1999 and April 2003, Mr. Garland served as director of business development with American Express Business Services and chief financial officer of Mentor Technologies, Inc..Inc. Mr. Garland served as the Company’sCompany's chief financial officer from September 1993 to September 1999.


    Douglas A. Rein


    48


    49



    Senior Vice President of Performance Systems and

    Operations



    Douglas A. Rein joined the Company in July 1999 as senior vice president of performance systems and operations.

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    Operations

    Previously, he was director of operations for Compaq Computer Corporation and vice president, distribution and logistics operations for Intelligent Electronics.


    Said Tofighi


    53


    54



    Senior Vice President of Market Development and Sales



    Said Tofighi rejoined the Company in October 2000 as vice president of customer administration. In April 2005, Mr. Tofighi began serving as vice president of the customer supply chain unit and served in that capacity until May 2006, when he was appointed senior vice president, customer supply chain. In April 2007, Mr. Tofighi began serving as senior vice president of market development and sales. Mr. Tofighi originally joined the Company in March 1993 and served in various leadership roles through July 1999. From July 1999 through October 2000, Mr. Tofighi worked outside the Company.


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    Item 1A.    Risk Factors.

            

    We are not able to identify or control all circumstances that could occur in the future that may adversely affect our business and operating results. The following are certain risk factors that could adversely affect our business, financial position and results of operations. These risk factors and others described in this Annual Report on Form 10-K should be considered in connection with evaluating the forward-looking statements contained in this Annual Report on Form 10-K because these factors could cause the actual results and conditions to differ materially from those projected in the forward-looking statements. Additional risks and uncertainties that management is not aware of or focused on, or that management currently deems immaterial may also adversely affect our business, financial position and results of operations. If our business, financial position and results of operations are adversely affected by any of these or other adverse events, our stock price would also likely be adversely affected.

    RISKS RELATING TO OUR BUSINESS

    We face significant competition in the wireless communications distribution industry.

            

    The wireless communications distribution industry is competitive and fragmented, and is comprised of several national distributors, as well as numerous regional distributors. In addition, many manufacturers sell and fulfill directly to customers. Barriers to entry for distributors are relatively low, particularly in the mobile devices and accessory market, and the risk of new competitors entering the market is high. Some of our current competitors particularly certain manufacturers, have substantially greater capital resources and sales and distribution capabilities than we do. In response to competitive pressures from any of our current or future competitors, we may be required to lower selling prices in order to maintain or increase market share, and such measures could adversely affect our operating results.

    The loss of key vendors or suppliers could have a material adverse affect on our business, financial position and results of operations.

            

    We do not maintain long-term supply contracts with our vendors or suppliers. If our vendors or suppliers refuse to, or for any reason are unable to supply products to us, and if we are not able to procure those products from alternative sources, we may not be able to maintain appropriate inventory levels and meet customer demand, and our business, financial position and results of operations would be adversely affected.

    Our business depends on the continued tendency of wireless equipment manufacturers and network operators to outsource aspects of their business to us in the future.

            

    We provide functions such as distribution, inventory management, fulfillment, customized packaging, e-commerce solutions, and other outsourced services for many wireless manufacturers and network operators. Certain wireless equipment manufacturers and network operators have elected, and others may elect, to undertake these services internally. Additionally, our customer service levels, industry consolidation, competition, deregulation, technological changes or other

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    developments could reduce the degree to which members of the global wireless industry rely on outsourced logistic services such as the services we provide. Any significant change in the market for our outsourced services could have a material adverse effect on our business. Our outsourced services are generally provided under short-term contractual arrangements. The failure to obtain renewals or otherwise maintain these agreements on terms, including price, consistent with our current terms could have a material adverse effect on our business.

    We require substantial capital to operate, and the inability to obtain financing on favorable terms will adversely impact our business, financial position and results of operations.

            

    Our business requires substantial capital to operate and to finance accounts receivable and product inventory that are not financed by trade creditors. We have historically relied upon cash generated from


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    operations, revolving credit facilities and trade credit from our vendors to satisfy our capital needs and finance growth. As the financial markets change and new regulations come into effect, the cost of acquiring financing and the methods of financing may change. Changes in our credit rating or other market factors may increase our interest expense or other costs of capital, or capital may not be available to us on competitive terms to fund our working capital needs. Our credit facilities and long-term debt arrangements are of specified terms and contain various financial and other covenants that may limit our ability to borrow or limit our flexibility in responding to business conditions. While we generally expect to either extend or replace our credit facilities at term expirations, there can be no assurances that we will be able to do so on favorable terms, or at all. The inability to maintain or when necessary obtain adequate sources of financing could have an adverse affect on our business. Our current revolving credit facility expires in May 2010. Some of our existing financing instruments involve variable rate debt, thus exposing us to risk of fluctuations in interest rates. Such fluctuations in interest rates could have an adverse affect on our business, financial position and results of operations. We have and may also in the future use interest rate swaps in an effort to achieve a desired proportion of fixed and variable rate debt. We utilize these derivative financial instruments to enhance our ability to manage risk, including interest rate exposures that exist as part of our ongoing business operations. However, our use of these instruments may not effectively limit or eliminate our exposure to a decline in operating results due to changes in interest rates.

    The current global financial crisis may have significant effects on our customers and suppliers that could result in material adverse effects on our business, operating results, and stock price.

            The current global financial crisis—which has included, among other things, significant reductions in available capital and liquidity from banks and other providers of credit, substantial reductions and/or fluctuations in equity and currency values worldwide, significant decreases in consumer confidence and consumer and business spending, rising unemployment and concerns that the worldwide economy may enter into a prolonged recessionary period—may materially adversely affect our customers' access to capital or willingness to spend capital on our products, and/or their levels of cash liquidity with which to pay for our products. In addition, the current global financial crisis may materially adversely affect our suppliers' access to capital and liquidity, which may in turn adversely impact their ability to maintain inventories, production levels, and/or product quality, or cause them to raise prices or lower production levels, or result in their ceasing operation. Further, with respect to our $50 million unsecured revolving credit facility discussed under "Liquidity and Capital Resources" in Item 7 of this Form 10-K, if the global financial crisis continues to adversely impact SunTrust Bank and/or Wachovia Bank, National Association, or if the global financial crisis should be prolonged and affect our ability to extend or replace this revolving credit facility upon expiration in May 2010, our access to borrowings, and accordingly our business, could be materially adversely affected.

            The potential effects of the current global financial crisis are difficult to forecast and mitigate. As a consequence, our operating results for a particular period may be more difficult to predict. Any of the foregoing effects could have a material adverse effect on our business, results of operations, and financial condition and could adversely affect our stock price.

    We may be unable to successfully execute our merchandising and marketing strategic initiatives.

            

    We are focusing our sales and marketing efforts and initiatives to maximize sales. If we fail to successfully execute these initiatives, our business, financial position and results of operations could be adversely affected.

    The loss of key customers or affinity partners will have a material adverse affect on our business, financial position and results of operations.

            

    Most of our agreements with affinity partnerssignificant customers are terminable by either party upon several months or otherwise short notice. Customers typically do not have an obligation to make purchases


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    from us. In the event a significant customer decides to make its purchases from another source, experiences a significant change in demand internally or from its own customer base, becomes financially unstable, or is acquired by another company, our ability to generate revenues from these customers may be significantly affected, resulting in an adverse affect on our business, financial position and results of operations. In fiscal year 2009, sales to our largest customer relationship, AT&T Mobility, a top tier cellular carrier purchasing phone accessories, accounted for approximately 22% of total revenues.

    The telecommunications products marketplace is dynamic and challenging because of the continued introduction of new products and services.

            

    We must constantly introduce new products, services and product features to meet competitive pressures. We may be unable to timely change our existing merchandise sales mix in order to meet these competitive pressures, which may result in increased inventory costs, inventory write-offs or loss of market share.

            

    Additionally, our inventory may also lose value due to price changes made by our significant vendors, in cases where our arrangements with these vendors do not provide for inventory price protection, or in cases that the vendor is unable or unwilling to provide these protections.

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    Consolidation among wireless service carriers could result in the loss of significant customers.

            

    The wireless service carrier industry has experienced significant consolidation in recent years. If any of our significant customers or partners are acquired or consolidate with others carriers, or are otherwise involved in any significant transaction that results in them ceasing to do business with us, or significantly reducing the level of business that they do with us, our revenues from those customers could be significantly affected, possibly resulting in an adverse affect on our business, financial position and results of operations.

    The failure of our information systems or inability to upgrade them could have a material adverse affect on our business, financial position and results of operations.

            

    We are highly dependent upon our internal computer and telecommunication systems to operate our business. There can be no assurance that our information systems will not fail or experience disruptions, that we will be able to attract and retain qualified personnel necessary for the operation of such systems, that we will be able to expand and improve our information systems, that we will be able to convert to new systems efficiently, or that we will be able to integrate new programs effectively with our existing programs. Any of such problems, or any significant damage or destruction of these systems, could have an adverse affect on our business, financial position and results of operations.

    We depend heavily on e-commerce, and website security breaches or Internet disruptions could have a material adverse affect on our business, financial position and results of operations.

            

    We rely on the Internet (including TESSCO.com®TESSCO.com® and other affinity websites) for a significant percentage of our orders and information exchanges with our customers. The Internet and individual websites have experienced a number of disruptions and slowdowns, some of which were caused by organized attacks. In addition, some websites have experienced security breakdowns. There can be no assurances that our website will not experience any material breakdowns, disruptions or breaches in security. If we were to experience a security breakdown, disruption or breach that compromised sensitive information, this could harm our relationship with our customers or suppliers. Disruption of our website or the Internet in general could impair our order processing or more generally prevent our customers and suppliers from accessing information or placing orders. This could have an adverse affect on our business, financial position and results of operations.


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    The inability to hire or retain certain key professionals, management and staff could adversely affect our business, financial condition and results of operations.

            

    The nature of our business includes (but is not limited to) a high volume of transactions, business complexity, wide geographical coverage, and broad scope of products, suppliers, and customers. In order to compete, we must attract, retain and motivate executives and other key employees, including those in managerial, technical, sales, marketing and support positions. Hiring and retaining qualified executives, information technology and business generation personnel are critical to our business. While our success depends upon the skills of many of our personnel, we are particularly dependent upon the skills and leadership of Robert B. Barnhill, Jr., our chairman, president and chief executive officer. The loss of any of these individuals, and particularly Mr. Barnhill, could have a material adverse affect on our business, financial position and results of operations.

            

    To attract, retain and motivate qualified employees, we rely heavily on stock-based incentive awards such as Performance Stock Units (PSUs). If performance targets associated with these PSUs are not met, or the value of such stock awards does not appreciate as measured by the performance of the price of our common stock and/or if our other stock-based compensation otherwise ceases to be viewed as a valuable benefit, our ability to attract, retain and motivate our employees could be adversely impacted, which could negatively affect our business, financial position and results of operations and/or require us to increase the amount we spend on cash and other forms of compensation. Our ability to issue PSUs is also limited by the provisions of and our available shares in our current and/or future stock incentive plans, which may be subject to shareholder approval.

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    The damage or destruction of any of our principal distribution or administrative facilities could materially adversely impact our business, financial position and results of operations.

            

    If any of our distribution centers in Hunt Valley, Maryland or Reno, Nevada, were to be significantly damaged or destroyed, we could suffer a loss of product inventory and our ability to conduct our business in the ordinary course could be materially and adversely affected. Similarly, if our office locationlocations in Hunt Valley, Maryland or San Antonio, Texas were to be significantly damaged or destroyed, our ability to conduct marketing, sales and other corporate activities in the ordinary course could be adversely affected.

    We depend on third parties to manufacture products that we distribute and, accordingly, rely on their quality control procedures.

            

    Product manufacturers typically provide limited warranties directly to the end consumer or to us, which we generally pass through to our customers. If a product we distribute for a manufacturer has quality or performance problems, our ability to provide products to our customers could be disrupted, which could adversely affect our operations.

    If our business does not perform well, or if we otherwise experience decline in the fair values of a portion or all of our business, we may be required to recognize impairments of our intangible or other long-lived assets, which could adversely affect our results of operations or financial condition.

            Goodwill and indefinite lived intangible assets are initially recorded at fair value and are not amortized, but are reviewed for impairment at least annually or more frequently if impairment indicators are present. In assessing the recoverability of goodwill and indefinite lived intangible assets, we make estimates and assumptions about sales, operating margin, growth rates and discount rates based on our budgets, business plans, economic projections, anticipated future cash flows and marketplace data. There are inherent uncertainties related to these factors and management's judgment in applying these factors. Goodwill and indefinite lived intangible asset valuations have been calculated using an income approach based on the present value of future cash flows of each reporting unit. We could be required to evaluate the recoverability of goodwill and indefinite lived intangible assets prior


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    to the annual assessment if we experience disruptions to the business, unexpected significant declines in operating results, divestiture of a significant component of our business or sustained market capitalization declines. These types of events and the resulting analyses could result in goodwill and indefinite lived intangible asset impairment charges in the future. Impairment charges could substantially affect our financial results in the periods of such charges. In addition, impairment charges would negatively impact our financial ratios and could limit our ability to obtain financing in the future. As of March 29, 2009, we had $7.4 million of goodwill and indefinite lived intangible assets, which represented approximately 6.2% of total assets.

            Deferred income tax represents the tax effect of the differences between the book and tax bases of assets and liabilities. Deferred tax assets are assessed periodically by management to determine if they are realizable. Factors in management's determination include the performance of the business, projections of future taxable income, and the feasibility of ongoing tax planning strategies. If based on available information, it is more likely than not that the deferred income tax asset will not be realized then a valuation allowance must be established with a corresponding charge to net income. Such charges could have a material adverse effect on our results of operations or financial condition.

            Our future results of operations may be impacted by the prolonged weakness in the current economic environment which may result in an impairment of any goodwill recorded and/or other long lived assets or the recording of a valuation allowance on our deferred tax assets, which could adversely affect our results of operations or financial condition.

    We rely on trademark filings and confidentiality agreements to protect our intellectual property rights.

            

    In an effort to protect our intellectual property, including our product data, customer information and information technology systems, through trademark filings and nondisclosure, confidentiality and trade secret agreements, we typically require our employees, consultants and others having access to this information or our technology to execute confidentiality and non-disclosure agreements. These agreements, however, may not provide us with adequate protection against improper use or disclosure of confidential information, and these agreements may be breached. A breach of confidentiality could adversely affect our business. In addition, in some situations, these agreements may conflict with, or be subject to, the rights of third parties with whom our employees, consultants and others have previous employment or consulting relationships. Also, others may independently develop substantially equivalent proprietary information and techniques or otherwise gain access to our trade secrets. Adequate remedies may not exist in the event of unauthorized use or disclosure of our confidential information. The disclosure of our proprietary information or trade secrets could impair our competitive position and could have a material adverse affect on our business, financial condition and results of operations. Others may obtain patent protection for technologies that are important to our business, and as a result, our business, financial position and results of operations may be adversely affected. In response to patents of others, we may need to license the rights to use the technology patented by others, or in the event that a license cannot be obtained, design our systems around the patents of others. There can be no assurances as to our ability to obtain any such licenses or to design around the patents of others, and our inability to do so could have an adverse affect on our business, financial position and results of operations.

    We offer credit to our customers and, therefore, are subject to significant credit risk.

            

    We sell our products to a large and diverse customer base. We finance a significant portion of such sales through trade credit, typically by providing 30-day payment terms. As a result, our business could be adversely affected in the event of a deterioration of the financial condition of our customers, resulting in the customers’customers' inability to repay us. This risk may increase if there is a general economic downturn affecting a large number of our customers and in the event our customers do not adequately manage their business or properly disclose their financial condition.


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    We intend to explore additional growth through acquisitions.

            

    As part of our growth strategy, we may continue to pursue the acquisition of companies that either complement or expand our existing business. As a result, we regularly evaluate potential acquisition opportunities, which may be material in size and scope. In addition to those risks to which our business and the acquired businesses are generally subject to, the acquisition of these businesses gives rise to transactional and transitional risks, and the risk that the anticipated benefits will not be realized.

    Risks associated with the foreign suppliers from whom our products are sourced could adversely affect our financial performance.

            The products we sell are sourced from a wide variety of domestic and international suppliers. Global sourcing of many of the products we sell is an important factor in our financial performance. Since the onset of the global economic crisis in 2008, certain of our suppliers, particularly those in the far east, have experienced financial difficulties and we believe it is possible that a limited number of suppliers may either cease operations or require additional financial assistance from us in order to fulfill their obligations. Changes in our relationships with suppliers or increases in the costs of purchased raw materials, component parts or finished goods could result in delays, inefficiencies or our inability to market products. In addition, our profit margins would decrease if prices of purchased raw materials, component parts, or finished goods increase and we are unable to pass on those increases to our customers.

    We rely on independent shipping companies to deliver inventory to us and to ship products to customers.

            

    We rely on arrangements with independent shipping companies, for the delivery of our products from vendors and to customers. The failure or inability of these shipping companies to deliver products, or the unavailability of their

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    shipping services, even temporarily, could have a material adverse affect on our business. We may also be adversely affected by an increase in freight surcharges due to rising fuel costs and added security. This could adversely impact our selling, general and administrative expenses or lead to price increases to our customers which could decrease customer demand for our products.

    Changes in accounting rules could have a material adverse impact on our results of operations.

            

    We prepare our financial statements in conformity with accounting principles generally accepted in the United States. These accounting principles are subject to interpretation by the Financial Accounting Standards Board, the Public Company Accounting Oversight Board, the United States Securities and Exchange Commission (SEC), the American Institute of Certified Public Accountants and various other bodies formed to interpret and create appropriate accounting policies. A change in these policies or a new interpretation of an existing policy could have a significant affect effect on our reported results and may affect our reporting of transactions.

    We may be subject to litigation.

            

    We may be subject to legal claims or regulatory matters involving stockholder, consumer, antitrust and other issues. Litigation is subject to inherent uncertainties, and unfavorable rulings could occur. An unfavorable ruling could include moneymonetary damages or other adverse affects. Were an unfavorable ruling to occur, there exists the possibility of a material adverse impact on our business, financial position and results of operations for the period in which the ruling occurred or future periods.

    We may incur product liability claims which could be costly and could harm our reputation.

            

    The sale of our products involves risk of product liability claims against us. We currently maintain product liability insurance, but our product liability insurance coverage is subject to various coverage exclusions and limits and may not be obtainable in the future on terms acceptable to us, or at all. We


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    do not know whether claims against us with respect to our products, if any, would be successfully defended or whether our insurance would be sufficient to cover liabilities resulting from such claims. Any claims successfully brought against us could harm our business.

    RISKS RELATED TO OWNERSHIP OF OUR COMMON STOCK

    A significant portion of our voting stock is controlled by our executive officers, directors and beneficial owners of 5% or more of our common stock.

            Our executive officers, directors and beneficial owners of 5% or more of our common stock and their affiliates, in the aggregate, beneficially owned approximately 60% of our outstanding common stock as of March 29, 2009. Robert B. Barnhill, Jr., our chairman, president and chief executive officer beneficially owned approximately 25% of our outstanding common stock as of March 29, 2009. Should these shareholders decide to act together, they would have the ability to significantly influence all matters requiring shareholder approval, including the election of directors and any significant corporate transaction requiring shareholder approval.

    ItWithout approval of our Board of Directors, it may be difficult for a third party to acquire control of the Company, whichCompany. This could affect the price of our common stock.

            

    Certain provisions of our certificate of incorporation and bylaws, certain arrangements to which we are party, and applicable provisions of the Delaware General Corporation Law (DGCL) may each make it more difficult for or may prevent a third party from acquiring control of us or changing our Board of Directors and management. These provisions include a classified Board of Directors with staggered three-year terms, advance notice bylaws, and limitations on the removal of directors other than for cause, and then only upon the affirmative vote of 75% of our outstanding common stock. In addition, on February 1, 2008, our Board of Directors adopted a stockholder rights plan pursuant to which one preferred stock purchase right was distributed on each common share held of record as of the close of business on February 11, 2008. The rights become exercisable under certain circumstances following the announcement that any person has acquired 20% or more of our common stock, or the announcement that any person has commenced a tender offer for 20% of our common stock (in each case, with certain limited exceptions). Under specified conditions, each right (other than those held by the person or persons acquiring or making a tender offer for our stock, which rights become void under the rights plan) will entitle the holder to purchase, at the exercise price provided for under the plan, our common stock (or if we are acquired in a merger or other business combination, common stock of the acquirer) having a then current value of two times the exercise price. Also see Note 19 to the Consolidated Financial Statements included in Item 8 to this Annual Report on Form 10-K. In addition, on February 1, 2008, our Board of Directors amended our bylaws to provide that a special meeting of stockholders shallmust only be called upon a request in writing by the holders of stock of all classes representing at least 50% of the votes possessed by all classes then issued, outstanding and entitled to vote at the meeting. We are also afforded the protections of Section 203 of the DGCL, which will prevent us from engaging in a business combination with a person who acquires at least 15% of our common stock for a period of three years from the date such person acquired such common stock, unless Board of Director or shareholder approval were obtained. AnySome believe that the provisions described above, as well as any resulting delay or prevention of a change of control transaction or changes in our Board of Directors or management, could deter potential acquirers or prevent the completion of a transaction in which our shareholders could receive a substantial premium over the then current market price for their shares.

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    A significant portion We, on the other hand, believe that these provisions serve to protect our shareholders against abusive takeover tactics, and to preserve and maximize the value of our voting stock is controlled by our executive officers, directorsthe Company for all shareholders, and beneficial owners of 5% or more of our common stock.

    Our executive officers, directors and beneficial owners of 5% or more of our common stock and their affiliates,better ensure that each shareholder will be treated fairly in the aggregate, beneficially owned approximately 50%event of our outstanding common stock asan unsolicited offer to acquire the Company.


    Table of March 30, 2008. Robert B. Barnhill, Jr., our chairman, president and chief executive officer beneficially owned approximately 25% of our outstanding common stock as of March 30, 2008. Should these shareholders decide to act together, they would have the ability to significantly influence all matters requiring shareholder approval, including the election of directors and any significant corporate transaction requiring shareholder approval.Contents


    Our quarterly operating results are subject to significant fluctuation.

            

    Our operating results have fluctuated from quarter to quarter in the past, and we expect that they will continue to do so in the future. Our earnings may not continue to grow at rates similar to the growth rates achieved in recent years and may fall short of either a prior fiscal period or investors’investors' expectations. Most of our operating expenses, such as compensation expense, do not vary directly with the amount of sales and are difficult to adjust in the short term. As a result, if sales in a particular quarter are below expectations for that quarter, we may not proportionately reduce operating expenses for that quarter, and therefore such a sales shortfall would have a disproportionate effect on our net income for the quarter.

    Item 1B.Unresolved Staff Comments.

            

    Not applicable.

    Item 2.    Properties.
             Properties.

            

    Our corporate headquarters and primary distribution center, known as the Global Logistics Center (GLC), is located in a Company-owned 184,000 square-foot facility north of Baltimore, in Hunt Valley, Maryland. Our sales, marketing and administrative offices are located in leased office space near the GLC. On May 1, 2007, this lease was amended and now expires on December 31, 2012. Monthly rent payments range from $124,700 to $144,600 throughout the lease term. Additional sales and marketing offices are located in leased office space in San Antonio, Texas. Monthly rent there is approximately $7,000.$7,000 and the lease expires in November 2011. West coast sales and fulfillment is facilitated by our Company-owned 115,000 square-foot Americas Sales & Logistics Center (ALC) located in Reno, Nevada. The ALC is used to configure and fulfill product and supply chain solutions, provide disaster backup for the GLC, and allow for future growth of staffing and increased fulfillment capabilities. On June 1, 2007, we entered into a 3three year lease for 66,000 square feet of office and warehouse space adjacent to our GLC in Hunt Valley, Maryland. Monthly rent for the facility is approximately $35,000. While we anticipate the need for additional space, we believe our existing facilities are generally adequate for our current requirements and that suitable additional space will be available as needed to accommodate future expansion of our operations. The GLC is encumbered by a deed of trust as security for a term loan. See Note 8Notes 7 and 19 to our Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K. Each of our three business segments use all of our properties for either sales or fulfillment purposes.

    Item 3.    Legal Proceedings.

            

    Lawsuits and claims are filed against us from time to time in the ordinary course of business. We do not believe that any lawsuits or claims currently pending against the Company, individually or in the aggregate, are material, or will have a material adverse affect on our financial condition or results of operations. In addition, from time to time, we are also subject to review from federal and state taxing authorities in order to validate the amounts of income, sales and/or use taxes which have been claimed and remitted. Maryland state income tax returns for fiscal years 2006 through 2008 are currently under examination. No other federal, state and local income tax returns are currently under examination.

    Item 4.    Submission of Matters to a Vote of Security Holders.

            None.


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    16



    Part II

    Item 5.    Market for Registrant’sRegistrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

            

    Our common stock has been publicly traded on the NASDAQ Stock Market, now the NASDAQ Global Market, since September 28, 1994, under the symbol “TESS.”"TESS." The quarterly range of prices per share during fiscal years 20072008 and 20082009 are as follows:

     
     High Low 

    Fiscal Year 2008

           

    First Quarter

     $29.98 $18.82 

    Second Quarter

      22.00  8.92 

    Third Quarter

      19.90  12.26 

    Fourth Quarter

      19.65  13.09 

    Fiscal Year 2009

           

    First Quarter

     $15.59 $10.87 

    Second Quarter

      15.19  11.79 

    Third Quarter

      14.34  6.63 

    Fourth Quarter

      11.65  5.55 

            

     

     

    High

     

    Low

     

    Fiscal Year 2007

     

     

     

     

     

    First Quarter

     

    $

    14.57

     

    $

    11.97

     

    Second Quarter

     

    16.27

     

    12.05

     

    Third Quarter

     

    23.50

     

    15.32

     

    Fourth Quarter

     

    31.56

     

    18.65

     

     

     

     

     

     

     

    Fiscal Year 2008

     

     

     

     

     

    First Quarter

     

    $

    29.98

     

    $

    18.82

     

    Second Quarter

     

    22.00

     

    8.92

     

    Third Quarter

     

    19.90

     

    12.26

     

    Fourth Quarter

     

    19.65

     

    13.09

     

    As of June 4, 2008,May 26, 2009, the number of shareholders of record of the Company was 61.66. We estimate that the number of beneficial owners as of that date was approximately 2,700.1,200.

            

    We have never declared or paid any cash dividends on our common stock and do not expect to pay any cash dividends in the foreseeable future.stock. Our revolving credit facility prohibitsrestricts the paymentamount of cash dividends without the prior written consent of the lenders.that can be paid to $2.0 million annually.

            

    On November 29, 2006, we issued a stock dividend in order to effect a 3-for-2 stock split of our common stock. The share prices above prior to the November 29, 2006 stock split have been retroactively restated to reflect the stock dividend for all periods presented.

    During the first quarter of fiscal year 2004, our Board of Directors approved a stock buyback program. As of March 30, 2008,29, 2009, the Board of Directors has authorized the purchase of up to 2,395,567 shares of outstanding common stock under the stock buyback program. Shares may be purchased from time to time in the open market, by block purchase, or through negotiated transactions, or possibly other transactions managed by broker-dealers. No time limit has been set for completion or expiration of the program. Through the end of the fiscal year 2008,2009, we havehad repurchased 2,140,9742,311,128 shares through the program for approximately $28.3$30.3 million, or an average price of $13.20$13.12 per share. Of the total shares repurchased, 170,154 were repurchased in fiscal year 2009 at an average price of $12.11 per share and 346,107 were repurchased in fiscal year 2008 at an average price of $13.96 per share and 1,043,813 were repurchased in fiscal year 2007 at an average price of $16.95 per share. An aggregate of 254,59384,439 shares remain available for repurchase under this program. No repurchases were made in any month duringDuring the fourth quarter of fiscal year 2008.2009, we repurchased 29,631 shares through the program for approximately $281,800 at an average price of $9.51 per share. We also purchasewithhold shares from our employees and directors from time to time to facilitate employeesemployees' minimum federal and state tax withholdings related to vested performance stock units.units and restricted stock. For fiscal years 20082009 and 20072008 this totaled $1,406,400$230,200 and $2,500,$1,406,400, respectively.

            On July 1, 2008, separate from, and in addition to, our stock buyback program, we repurchased all 470,000 shares of our common stock held by Brightpoint, Inc. (Brightpoint) in a privately negotiated transaction. Pursuant to an agreement entered into between us and Brightpoint, we purchased Brightpoint's share holdings, comprising approximately 9% of our total then outstanding common stock, for $13.64 per share, or a total of $6,410,800. The price per share was determined based on the seven trading day trailing average closing price of our common stock on the NASDAQ Global Market determined as of the close of trading on June 30, 2008. The purchase was funded through available cash and borrowings under our revolving credit facility. This transaction does not affect the number of shares available for repurchase under our stock buyback program.

    The information required by Item 201(d) of Regulation S-K, pursuant to paragraph (a) of this Item 5, is incorporated by reference to the information set forth under the caption “Equity "Equity


    Table of Contents


    Compensation Plan Information”Information" in the Company’sCompany's Proxy Statement for the 20082009 Annual Meeting of Shareholders, which is anticipated to be filed pursuant to Regulation 14A no later than one hundred twenty (120) days following the end of the fiscal year reported on.

    17



    Stock Performance Graph

            

    The graph set forth below shows the value of an investment of $100 on March 30, 200328, 2004 in each of the Company’sCompany's Common Stock, the Russell 2000 Index, an old peer group and a new peer group for the period of March 30, 200328, 2004 to March 30, 2008.29, 2009. The graph assumes that all dividends, if any, were reinvested.


    COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*


    Among TESSCO Technologies Incorporated, The Russell 2000 Index
    and aAn Old Peer Group

    And A New Peer Group


    * $100
    $100 invested on 3/30/0328/04 in stock or index-includingindex, including reinvestment of dividends.

     

     

    3/30/2003

     

    3/28/2004

     

    3/27/2005

     

    3/26/2006

     

    4/1/2007

     

    3/30/2008

     

    TESSCO Technologies, Inc.

     

    $

    100.00

     

    $

    173.35

     

    $

    198.65

     

    $

    245.24

     

    $

    548.92

     

    $

    304.00

     

    Russell 2000

     

    100.00

     

    160.09

     

    170.72

     

    211.61

     

    227.60

     

    196.63

     

    Peer Group (1)

     

    100.00

     

    129.93

     

    157.11

     

    192.00

     

    198.32

     

    183.28

     

     
     3/28/2004 3/27/2005 3/26/2006 4/1/2007 3/30/2008 3/29/2009 

    TESSCO Technologies Incorporated

     $100.00 $114.60 $141.47 $316.65 $175.36 $92.24 

    Russell 2000

      100.00  106.64  132.18  142.17  122.82  78.44 

    New Peer Group(1)

      100.00  116.90  143.73  146.37  138.42  109.01 

    Old Peer Group(2)

      100.00  123.23  157.59  161.46  153.73  123.64 

    (1)
    The new peer group consists of the following: Brightpoint, Inc., Ingram Micro Inc., W.W. Grainger, Inc., Anixter International Inc., ScanSource Inc., InfoSonics Corporation and Tech Data Corporation.

    (1)  Table of Contents

    (2)
    The old peer group consists of the following: Cellstar Corporation, Brightpoint, Inc., Ingram Micro Inc., W.W. Grainger, Inc., Anixter International Inc., Inphonic, Inc. and ScanSource Inc.

            A new peer group was created to reflect the acquisition of Cellstar Corporation by Brightpoint, Inc. and the bankruptcy of Inphonic, Inc., as well as to add InfoSonics Corporation and Tech Data Corporation to the peer group. The peer group was selected based on a review of publicly available information about these companies and the Company's determination that they are engaged in business similar to that of the Company.

            The following table sets forth information with respect to purchases of TESSCO common stock by the Company or any affiliated purchasers during the fourth quarter of ficsal year 2009.

    Period(1)
     Total
    Number of
    Shares
    Purchased
     Average
    Price
    Paid per
    Share
     Total Number of
    Shares Purchased
    as Part of Publicly
    Announced Plans
    or Programs
     Maximum Number
    of Shares that May
    Yet Be Purchased
    Under the Plans or
    Programs(2)
     

    December 29, 2008 through January 25, 2009

      19,475 $10.02  19,475  94,595 

    January 26, 2009 through March 1, 2009

      10,156  8.54  10,156  84,439 

    March 2, 2009 through March 29, 2009

            84,439 
              

    Total

      29,631 $9.51  29,631  84,439 
              

    (1)
    Periods indicated are fiscal accounting months for the fourth quarter of fiscal year 2009.

    (2)
    Amounts are as of the end of the fiscal accounting month or quarter, as applicable.

    18Table of Contents



    Item 6.    Selected Financial Data.

     

     

    Fiscal Years Ended

     

     

     

    March 30, 2008

     

    April 1, 2007

     

    March 26, 2006

     

    March 27, 2005

     

    March 28, 2004

     

    STATEMENT OF INCOME DATA

     

     

     

     

     

     

     

     

     

     

     

    Revenues

     

    $

    520,968,200

     

    $

    492,327,800

     

    $

    477,329,300

     

    $

    513,027,300

     

    $

    352,674,300

     

    Cost of goods sold

     

    403,978,800

     

    370,916,400

     

    374,316,300

     

    418,180,500

     

    275,028,200

     

    Gross profit

     

    116,989,400

     

    121,411,400

     

    103,013,000

     

    94,846,800

     

    77,646,100

     

    Selling, general and administrative expenses

     

    108,875,700

     

    109,208,800

     

    94,268,800

     

    84,747,400

     

    73,444,300

     

    Benefit from insurance proceeds (1)

     

     

     

     

     

    (3,054,000

    )

    Restructuring charges (2)

     

     

     

     

     

    2,285,700

     

    Income from operations

     

    8,113,700

     

    12,202,600

     

    8,744,200

     

    10,099,400

     

    4,970,100

     

    Interest, net

     

    574,100

     

    879,400

     

    358,500

     

    166,200

     

    167,700

     

    Income before provision for income taxes

     

    7,539,600

     

    11,323,200

     

    8,385,700

     

    9,933,200

     

    4,802,400

     

    Provision for income taxes

     

    2,720,900

     

    4,281,100

     

    3,270,500

     

    3,866,000

     

    1,910,600

     

    Net income

     

    $

    4,818,700

     

    $

    7,042,100

     

    $

    5,115,200

     

    $

    6,067,200

     

    $

    2,891,800

     

    Diluted earnings per share (4)

     

    $

    0.88

     

    $

    1.17

     

    $

    0.80

     

    $

    0.92

     

    $

    0.43

     

    Diluted weighted average shares outstanding (4)

     

    5,463,400

     

    6,016,000

     

    6,411,500

     

    6,560,900

     

    6,703,500

     

     

     

     

     

     

     

     

     

     

     

     

     

    Percentage of Revenues

     

     

     

     

     

     

     

     

     

     

     

    Revenues

     

    100.0

    %

    100.0

    %

    100.0

    %

    100.0

    %

    100.0

    %

    Cost of goods sold

     

    77.5

     

    75.3

     

    78.4

     

    81.5

     

    78.0

     

    Gross profit

     

    22.5

     

    24.7

     

    21.6

     

    18.5

     

    22.0

     

    Selling, general and administrative expenses

     

    20.9

     

    22.2

     

    19.7

     

    16.5

     

    20.8

     

    Benefit from insurance proceeds

     

     

     

     

     

    (0.9

    )

    Restructuring charges

     

     

     

     

     

    0.6

     

    Income from operations

     

    1.6

     

    2.5

     

    1.8

     

    2.0

     

    1.4

     

    Interest, net

     

    0.1

     

    0.2

     

    0.0

     

    0.0

     

    0.0

     

    Income before provision for income taxes

     

    1.4

     

    2.3

     

    1.8

     

    1.9

     

    1.4

     

    Provision for income taxes

     

    0.5

     

    0.9

     

    0.7

     

    0.7

     

    0.5

     

    Net income

     

    0.9

    %

    1.4

    %

    1.1

    %

    1.2

    %

    0.8

    %

     

     

     

     

     

     

     

     

     

     

     

     

    SELECTED OPERATING DATA

     

     

     

     

     

     

     

     

     

     

     

    Average commercial buyers per month

     

    12,300

     

    11,900

     

    10,900

     

    9,900

     

    9,400

     

    Average consumer buyers per month

     

    3,200

     

    7,100

     

    20,600

     

    36,100

     

    34,500

     

    Return on assets (3) (5)

     

    3.6

    %

    5.6

    %

    3.6

    %

    4.2

    %

    2.1

    %

    Return on equity (3) (6)

     

    8.2

    %

    11.5

    %

    8.1

    %

    10.4

    %

    4.4

    %

     

     

     

     

     

     

     

     

     

     

     

     

    BALANCE SHEET DATA

     

     

     

     

     

     

     

     

     

     

     

    Working capital

     

    $

    36,714,400

     

    $

    33,527,300

     

    $

    45,704,400

     

    $

    41,000,200

     

    $

    37,330,100

     

    Total assets

     

    143,798,600

     

    123,682,700

     

    126,800,400

     

    160,557,200

     

    129,128,700

     

    Short-term debt

     

    3,713,900

     

    356,200

     

    442,500

     

    362,600

     

    282,000

     

    Long-term debt

     

    3,842,600

     

    4,203,200

     

    4,559,400

     

    5,000,700

     

    5,354,700

     

    Shareholders’ equity

     

    60,151,600

     

    57,151,300

     

    65,106,800

     

    60,822,100

     

    56,333,500

     

     
     Fiscal Years Ended 
     
     March 29, 2009 March 30, 2008 April 1, 2007 March 26, 2006 March 27, 2005 

    STATEMENT OF INCOME DATA

                    

    Revenues

     $483,007,200 $520,968,200 $492,327,800 $477,329,300 $513,027,300 

    Cost of goods sold

      361,155,000  403,978,800  370,916,400  374,316,300  418,180,500 
                

    Gross profit

      121,852,200  116,989,400  121,411,400  103,013,000  94,846,800 

    Selling, general and administrative expenses

      110,656,400  108,875,700  109,208,800  94,268,800  84,747,400 
                

    Income from operations

      11,195,800  8,113,700  12,202,600  8,744,200  10,099,400 

    Interest, net

      664,300  574,100  879,400  358,500  166,200 
                

    Income before provision for income taxes

      10,531,500  7,539,600  11,323,200  8,385,700  9,933,200 

    Provision for income taxes

      4,203,500  2,720,900  4,281,100  3,270,500  3,866,000 
                

    Net income

     $6,328,000 $4,818,700 $7,042,100 $5,115,200 $6,067,200 
                

    Diluted earnings per share(1)

     $1.26 $0.88 $1.17 $0.80 $0.92 

    Diluted weighted average shares outstanding(1)

      5,035,500  5,463,400  6,016,000  6,411,500  6,560,900 
                

    Percentage of Revenues

                    

    Revenues

      100.0% 100.0% 100.0% 100.0% 100.0%

    Cost of goods sold

      74.8  77.5  75.3  78.4  81.5 
                

    Gross profit

      25.2  22.5  24.7  21.6  18.5 

    Selling, general and administrative expenses

      22.9  20.9  22.2  19.7  16.5 
                

    Income from operations

      2.3  1.6  2.5  1.8  2.0 

    Interest, net

      0.1  0.1  0.2  0.0  0.0 
                

    Income before provision for income taxes

      2.2  1.4  2.3  1.8  1.9 

    Provision for income taxes

      0.9  0.5  0.9  0.7  0.7 
                

    Net income

      1.3% 0.9% 1.4% 1.1% 1.2%
                

    SELECTED OPERATING DATA

                    

    Average commercial buyers per month

      12,200  12,300  11,900  10,900  9,900 

    Average consumer buyers per month

      1,500  3,200  7,100  20,600  36,100 

    Return on assets(2)

      4.8% 3.6% 5.6% 3.6% 4.2%

    Return on equity(3)

      10.5% 8.2% 11.5% 8.1% 10.4%

    BALANCE SHEET DATA

                    

    Working capital

     $36,625,000 $36,714,400 $33,527,300 $45,704,400 $41,000,200 

    Total assets

      118,652,600  143,798,600  123,682,700  126,800,400  160,557,200 

    Short-term debt

      361,400  3,713,900  356,200  442,500  362,600 

    Long-term debt

      3,481,700  3,842,600  4,203,200  4,559,400  5,000,700 

    Shareholders' equity

      60,166,200  60,151,600  57,151,300  65,106,800  60,822,100 

    (1)

    Represents the gain on insurance proceeds and business interruption insurance received as a result of the October 12, 2002 disaster at our Global Logistics Center.

    (2)

    Represents termination costs and facility consolidation costs associated with our fiscal year 2004 profitability improvement program.

    (3)

    Excludes the gain on insurance proceeds and business interruption insurance received as a result of the October 12, 2002 disaster at our Global Logistics Center and the termination costs and facility consolidation costs associated with our fiscal year 2004 profitability improvement program.

    (4)

    All share and earnings per share numbers have been retroactively restated for all periods presented to reflect the November 29, 2006 stock dividend in order to effect a 3-for-2 stock split.

    (5)

    Net income divided by the average total assets.

    (6)

    Net income divided by the average total equity.

    19



    Quarterly Results of Operations (Unaudited)

     

     

    Fiscal Year 2008 Quarters Ended

     

    Fiscal Year 2007 Quarters Ended

     

     

     

    Mar. 30,
    2008

     

    Dec. 30,
    2007

     

    Sept. 30,
    2007

     

    Jul. 1,
    2007

     

    Apr. 1,
    2007

     

    Dec. 24,
    2006

     

    Sept. 24,
    2006

     

    Jun. 25,
    2006

     

    Revenues

     

    $

    128,287,800

     

    $

    135,732,000

     

    $

    132,518,300

     

    $

    124,430,100

     

    $

    127,015,100

     

    $

    134,716,700

     

    $

    118,655,700

     

    $

    111,940,300

     

    Cost of goods sold

     

    98,542,400

     

    105,329,600

     

    103,837,700

     

    96,269,100

     

    96,597,200

     

    101,838,200

     

    88,625,800

     

    83,855,200

     

    Gross profit

     

    29,745,400

     

    30,402,400

     

    28,680,600

     

    28,161,000

     

    30,417,900

     

    32,878,500

     

    30,029,900

     

    28,085,100

     

    Selling, general and administrative expenses

     

    27,137,900

     

    27,729,000

     

    27,340,000

     

    26,668,800

     

    27,654,200

     

    29,730,700

     

    26,855,800

     

    24,968,100

     

    Income from operations

     

    2,607,500

     

    2,673,400

     

    1,340,600

     

    1,492,200

     

    2,763,700

     

    3,147,800

     

    3,174,100

     

    3,117,000

     

    Interest, net

     

    236,300

     

    161,000

     

    115,900

     

    60,900

     

    219,800

     

    323,800

     

    180,500

     

    155,300

     

    Income before provision for income taxes

     

    2,371,200

     

    2,512,400

     

    1,224,700

     

    1,431,300

     

    2,543,900

     

    2,824,000

     

    2,993,600

     

    2,961,700

     

    Provision income taxes

     

    669,200

     

    978,100

     

    508,300

     

    565,300

     

    976,100

     

    1,059,100

     

    1,137,600

     

    1,108,300

     

    Net income (1)

     

    $

    1,702,000

     

    $

    1,534,300

     

    $

    716,400

     

    $

    866,000

     

    $

    1,567,800

     

    $

    1,764,900

     

    $

    1,856,000

     

    $

    1,853,400

     

    Diluted earnings per share (1)

     

    $

    0.32

     

    $

    0.29

     

    $

    0.13

     

    $

    0.15

     

    $

    0.28

     

    $

    0.31

     

    $

    0.29

     

    $

    0.29

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Percentage of Revenues

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Revenues

     

    100.0

    %

    100.0

    %

    100.0

    %

    100.0

    %

    100.0

    %

    100.0

    %

    100.0

    %

    100.0

    %

    Cost of goods sold

     

    76.8

     

    77.6

     

    78.4

     

    77.4

     

    76.1

     

    75.6

     

    74.7

     

    74.9

     

    Gross profit

     

    23.2

     

    22.4

     

    21.6

     

    22.6

     

    23.9

     

    24.4

     

    25.3

     

    25.1

     

    Selling, general and administrative expenses

     

    21.2

     

    20.4

     

    20.6

     

    21.4

     

    21.8

     

    22.1

     

    22.6

     

    22.3

     

    Income from operations

     

    2.0

     

    2.0

     

    1.0

     

    1.2

     

    2.2

     

    2.3

     

    2.7

     

    2.8

     

    Interest, net

     

    0.2

     

    0.1

     

    0.1

     

    0.0

     

    0.2

     

    0.2

     

    0.2

     

    0.1

     

    Income before provision for income taxes

     

    1.8

     

    1.9

     

    0.9

     

    1.2

     

    2.0

     

    2.1

     

    2.5

     

    2.6

     

    Provision for income taxes

     

    0.5

     

    0.7

     

    0.4

     

    0.5

     

    0.8

     

    0.8

     

    1.0

     

    1.0

     

    Net income

     

    1.3

    %

    1.1

    %

    0.5

    %

    0.7

    %

    1.2

    %

    1.3

    %

    1.6

    %

    1.7

    %

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    SELECTED OPERATING DATA

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Average commercial buyers per month

     

    12,400

     

    12,200

     

    12,300

     

    12,100

     

    12,000

     

    12,000

     

    12,100

     

    11,700

     

    Average consumer buyers per month

     

    2,300

     

    2,500

     

    3,900

     

    4,200

     

    6,300

     

    6,600

     

    7,700

     

    7,700

     

    Return on assets (2)

     

    4.7

    %

    4.2

    %

    2.0

    %

    2.6

    %

    4.6

    %

    4.9

    %

    5.4

    %

    5.6

    %

    Return on equity (3)

     

    11.6

    %

    10.9

    %

    5.0

    %

    6.0

    %

    11.2

    %

    13.0

    %

    12.2

    %

    11.2

    %


    (1)
    All share and earnings per share numbers have been retroactively restated for all periods presented to reflect the November 29, 2006 stock dividend in order to effect a three-for-two3-for-2 stock split.



    (2)
    Net income divided by the average total assets.



    (3)
    Net income divided by the average total equity.

    Table of Contents

    Quarterly Results of Operations (Unaudited)

     
     Fiscal Year 2009 Quarters Ended Fiscal Year 2008 Quarters Ended 
     
     Mar. 29,
    2009
     Dec. 28,
    2008
     Sept. 28,
    2008
     Jun. 29,
    2008
     Mar 30,
    2008
     Dec. 30,
    2007
     Sept. 30,
    2007
     Jul. 1,
    2007
     

    Revenues

     $98,221,900 $118,943,300 $143,773,700 $122,068,300 $128,287,800 $135,732,000 $132,518,300 $124,430,100 

    Cost of goods sold

      70,870,600  89,675,900  109,553,100  91,055,400  98,542,400  105,329,600  103,837,700  96,269,100 
                      

    Gross profit

      27,351,300  29,267,400  34,220,600  31,012,900  29,745,400  30,402,400  28,680,600  28,161,000 

    Selling, general and administrative expenses

      25,995,600  26,868,200  30,298,000  27,494,600  27,137,900  27,729,000  27,340,000  26,668,800 
                      

    Income from operations

      1,355,700  2,399,200  3,922,600  3,518,300  2,607,500  2,673,400  1,340,600  1,492,200 

    Interest, net

      147,900  213,700  165,900  136,800  236,300  161,000  115,900  60,900 
                      

    Income before provision for income taxes

      1,207,800  2,185,500  3,756,700  3,381,500  2,371,200  2,512,400  1,224,700  1,431,300 

    Provision income taxes

      422,600  944,100  1,518,000  1,318,800  669,200  978,100  508,300  565,300 
                      

    Net income

     $785,200 $1,241,400 $2,238,700 $2,062,700 $1,702,000 $1,534,300 $716,400 $866,000 
                      

    Diluted earnings per share

     $0.16 $0.25 $0.45 $0.38 $0.32 $0.29 $0.13 $0.15 
                      

    Percentage of Revenues

                             

    Revenues

      100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0%

    Cost of goods sold

      72.2  75.4  76.2  74.6  76.8  77.6  78.4  77.4 
                      

    Gross profit

      27.8  24.6  23.8  25.4  23.2  22.4  21.6  22.6 

    Selling, general and administrative expenses

      26.5  22.6  21.1  22.5  21.2  20.4  20.6  21.4 
                      

    Income from operations

      1.4  2.0  2.7  2.9  2.0  2.0  1.0  1.2 

    Interest, net

      0.2  0.2  0.1  0.1  0.2  0.1  0.1  0.0 
                      

    Income before provision for income taxes

      1.2  1.8  2.6  2.8  1.8  1.9  0.9  1.2 

    Provision for income taxes

      0.4  0.8  1.1  1.1  0.5  0.7  0.4  0.5 
                      

    Net income

      0.8% 1.0% 1.6% 1.7% 1.3% 1.1% 0.5% 0.7%
                      

    SELECTED OPERATING DATA

                             

    Average commercial buyers per month

      11,800  11,900  12,500  12,500  12,400  12,200  12,300  12,100 

    Average consumer buyers per month

      1,000  1,300  1,800  1,900  2,300  2,500  3,900  4,200 

    Return on assets(1)

      2.5% 3.5% 6.2% 5.7% 4.7% 4.2% 2.0% 2.6%

    Return on equity(2)

      5.3% 8.5% 14.8% 13.4% 11.6% 10.9% 5.0% 6.0%

    (1)
    Net income divided by the average total assets.

    (2)
    Net income divided by the average total equity.

    20Table of Contents



    Item 7.    Management’sManagement's Discussion and Analysis of Financial Condition and Results of Operations.

            

    This Management’sManagement's Discussion and Analysis of Results of Operations and Financial Condition (MD&A) should be read in conjunction with the other sections of this Annual Report on Form 10-K, including Part I, “Item"Item 1: Business," Part II, “Item"Item 6: Selected Financial Data," and Part II, “Item"Item 8: Financial Statements and Supplementary Data." The various sections of this MD&A contain a number of forward-looking statements, all of which are based on our current expectations and could be affected by the uncertainties and risk factors described throughout this filing, including Part I, “Item"Item 1A: Risk Factors." Our actual results may differ materially from those described in any such forward-looking statement.

    Business Overview and Environment

            

    TESSCO Technologies Incorporated (TESSCO)(TESSCO, we, or the Company) is a leading provider of integrated product and supply chain solutions to the professionals that design, build, run, maintain and use wireless mobile, fixed and in-building systems. Although we sell products to customers in over 100 countries, approximately 96% of our sales are made to customers in the United States. We have operations and office facilities in Hunt Valley, Maryland, Reno, Nevada and San Antonio, Texas.

            

    We offer a wide range of products that are classified into three business segments: network infrastructure; mobile devices and accessories; and installation, test and maintenance. Network infrastructure products, which are sold to our commercial customers, are used to build, repair and upgrade wireless telecommunications, computing and Internet networks. Sales of traditional network infrastructure products, such as cable, transmission lines and antennas are in part dependent on capital spending in the wireless communications industry. However, we have also been growing our offering of wireless broadband, and network equipment, security and surveillance products, which are not as dependent on the overall capital spending of the industry. Mobile devices and accessory products include cellular phone and data device accessories, as well as two-way radios and related accessories. Mobile devices and accessory products are widely sold to commercial customers and consumers. Commercial customers include retail stores, value-added resellers and dealers. Consumers are primarily reached through our affinity partnerships, where we offer services including customized order fulfillment, outsourced call centers, and building and maintaining private label Internet sites. Approximately 45% of all of our mobile devices and accessory products sales for fiscal year 2009 were generated from the sales of accessory products to AT&T Mobility (formerly Cingular Wireless). Installation, test and maintenance products, which are sold to our commercial customers, are used to install, tune, maintain and repair wireless communications equipment. Approximately 50% of all of our installation, test and maintenance sales for fiscal year 20082009 were generated from the sales of replacement parts and materials for original equipment manufacturers, primarily Nokia, Inc. (Nokia). The remainder of this segment is made up of sophisticated analysis equipment and various frequency-, voltage- and power-measuring devices, as well as an assortment of tools, hardware and supplies required by service technicians.  Both our repair and replacement parts sales and consumer sales through our affinity partnerships are reliant on relationships with a small number of vendors.

            

    We view our customer base in four major categories:

    ·

      Commercial Public Carriers and Network Operators.  Public carriers and network operators include systems operators that are generally responsible for building and maintaining the infrastructure system and provideproviding airtime service to individual subscribers.

      ·

      Commercial Resellers.  Resellers include dealers and resellers that sell, install andand/or service cellular telephone, pagingwireless networking, broadband and two-way radio communications equipment primarily for the enterprise market, and to a lesser extent, the consumer and small business markets.market. These resellers include local and national proprietorshipsvalue-added resellers and retailers, as well as sales and installation centers operated by cellular and paging carriers.

    Table of Contents

    ·

        Commercial Self-Maintained Users (SMUs) and Governments.  SMUs and government customers include commercial entities, such as major utilities, and transportation companies, federal agencies and state and local governments, including public safety organizations.governments.

        ·

        Consumers.  Consumers are customers buying through any of our affinity-partner relationships or directly from our consumer website, YourWirelessSource.comTMYourWirelessSource.com™.

              

      21



      The wireless communications distribution industry is competitive and fragmented, and is comprised of several national distributors. In addition, many manufacturers sell direct. Barriers to entry for distributors are relatively low, particularly in the mobile devices and accessory market, and the risk of new competitors entering the market is high. Consolidation of larger wireless carriers has and will most likely continue to impact our current and potential customer base. In addition, the agreements or arrangements with our customers or vendors looking to us for product and supply chain solutions are typically of limited duration and are terminable by either party upon several months or otherwise short notice. Our ability to maintain these relationships is subject to competitive pressures and challenges. We believe, however, that our strength in service, the breadth and depth of our product offering, our information technology system, our large customer base and our purchasing relationships with approximately 360 manufacturers provide us with a significant competitive advantage over new entrants to the market.

      Results of Operations

      The following tables summarize the results of our operations for fiscal years 2009, 2008 2007 and 2006:2007:

       
        
        
       2008 to 2009  
       2007 to 2008 
      (Dollars in thousands, except per share data)
       2009 2008 $ Change % Change 2007 $ Change % Change 

      Commercial Revenues

                            
       

      Network Infrastructure:

                            
        

      Public Carriers and Network Operators

       $46,591 $46,977 $(386) (0.8)%$49,701 $(2,724) (5.5)%
        

      Resellers

        72,952  69,839  3,113  4.5% 66,685  3,154  4.7%
        

      SMUs and Governments

        53,445  49,400  4,045  8.2% 48,816  584  1.2%
                      
       

      Total Network Infrastructure

        172,988  166,216  6,772  4.1% 165,202  1,014  0.6%
       

      Mobile Devices and Accessories:

                            
        

      Public Carriers and Network Operators

        2,094  2,193  (99) (4.5)% 2,641  (448) (17.0)%
        

      Resellers

        205,867  243,549  (37,682) (15.5)% 205,581  37,968  18.5%
        

      SMUs and Governments

        14,334  13,746  588  4.3% 14,356  (610) (4.2)%
                      
       

      Total Mobile Devices and Accessories

        222,295  259,488  (37,193) (14.3)% 222,578  36,910  16.6%
       

      Installation, Test and Maintenance:

                            
        

      Public Carriers and Network Operators

        12,874  13,199  (325) (2.5)% 14,293  (1,094) (7.7)%
        

      Resellers

        9,476  9,548  (72) (0.8)% 10,580  (1,032) (9.8)%
        

      SMUs and Governments

        54,173  62,534  (8,361) (13.4)% 72,162  (9,628) (13.3)%
                      
       

      Total Installation, Test and Maintenance

        76,523  85,281  (8,758) (10.3)% 97,035  (11,754) (12.1)%
                      

      Total Commercial Revenues

        471,806  510,985  (39,179) (7.7)% 484,815  26,710  5.4%

      Consumer Revenues—Mobile Devices and Accessories

        11,201  9,983  1,218  12.2% 7,513  2,470  32.9%
                      

      Total Revenues

       $483,007 $520,968 $(37,961) (7.3)%$492,328 $28,640  5.8%
                      

      Table of Contents


       
        
        
       2008 to 2009  
       2007 to 2008 
      (Dollars in thousands, except per share data)
       2009 2008 $ Change % Change 2007 $ Change % Change 

      Commercial Gross Profit

                            
       

      Network Infrastructure:

                            
         

      Public Carriers and Network Operators

       $11,912 $11,387 $525  4.6%$11,869 $(482) (4.1)%
         

      Resellers

        20,583  18,121  2,462  13.6% 16,584  1,537  9.3%
         

      SMUs and Governments

        14,861  12,778  2,083  16.3% 11,629  1,149  9.9%
                      
       

      Total Network Infrastructure

        47,356  42,286  5,070  12.0% 40,082  2,204  5.5%
       

      Mobile Devices and Accessories:

                            
         

      Public Carriers and Network Operators

        596  633  (37) (5.8)% 785  (152) (19.4)%
         

      Resellers

        47,573  46,979  594  1.3% 44,794  2,185  4.9%
         

      SMUs and Governments

        4,564  4,319  245  5.7% 4,557  (238) (5.2)%
                      
       

      Total Mobile Devices and Accessories

        52,733  51,931  802  1.5% 50,136  1,795  3.6%
       

      Installation, Test and Maintenance:

                            
         

      Public Carriers and Network Operators

        2,973  3,248  (275) (8.5)% 3,478  (230) (6.6)%
         

      Resellers

        2,466  3,030  (564) (18.6)% 2,601  429  16.5%
         

      SMUs and Governments

        12,445  12,798  (353) (2.8)% 21,969  (9,171) (41.7)%
                      
       

      Total Installation, Test and Maintenance

        17,884  19,076  (1,192) (6.2)% 28,048  (8,972) (32.0)%
                      

      Total Commercial Gross Profit

        117,973  113,293  4,680  4.1% 118,266  (4,973) (4.2)%

      Consumer Gross Profit—Mobile Devices and Accessories

        3,879  3,696  183  5.0% 3,145  551  17.5%
                      

      Total Gross Profit

       $121,852 $116,989 $4,863  4.2%$121,411 $(4,422) (3.6)%

      Selling, general and administrative expenses

       
      $

      110,656
       
      $

      108,875
       
      $

      1,781
        
      1.6

      %

      $

      109,209
       
      $

      (334

      )
       
      (0.3

      )%
                      
        

      Income from operations

        11,196  8,114  3,082  38.0% 12,202  (4,088) (33.5)%

      Interest, net

        664  574  90  15.7% 879  (305) (34.7)%
                      
        

      Income before provision for income taxes

        10,532  7,540  2,992  39.7% 11,323  (3,783) (33.4)%

      Provision for income taxes

        4,204  2,721  1,483  54.5% 4,281  (1,560) (36.4)%
                      
        

      Net income

       $6,328 $4,819 $1,509  31.3%$7,042 $(2,223) (31.6)%
                      

      Diluted earnings per share

       
      $

      1.26
       
      $

      0.88
       
      $

      0.38
        
      43.2

      %

      $

      1.17
       
      $

      (0.29

      )
       
      (24.8

      )%
                      

      Fiscal Year 2009 Compared to Fiscal Year 2008

      (Dollars        Revenues.    Revenues for fiscal year 2009 decreased 7.3% as compared to fiscal year 2008, primarily due to a 7.7% decrease in thousands, exceptcommercial revenues, partially offset by a 12.2% increase in consumer revenues. The decrease in commercial revenues was driven primarily by a decline in our mobile devices and accessories, and in our installation, test, and maintenance commercial lines of business, partially offset by an increase in our network infrastructure commercial line of business.

              Our mobile devices and accessories revenues, including both commercial and consumer sales, decreased 13.4% for fiscal year 2009 compared to fiscal year 2008. We experienced a significant decline in commercial sales of mobile devices and accessory products, partially offset by an increase in consumer sales. Commercial revenues for mobile devices and accessories, which are sold primarily to resellers, but are also sold to SMUs, governments and public carriers and network operators, decreased 14.3% over the prior year, due in part to decreased sales to AT&T Mobility, our largest customer, as well as other smaller resellers and public carriers and network operators. Compared to fiscal year 2008, our sales mix in fiscal year 2009 changed from a significant amount of high-revenue low-margin cordless headsets to more low-revenue, higher-margin aftermarket accessory products. Sales to retailers declined due in part to deteriorating economic conditions in the United States and carrier consolidation resulting in the closing of many retail stores.


      Table of Contents

              The 4.1% increase in our network infrastructure sales from fiscal year 2008 to fiscal year 2009 is primarily attributable to an increase in sales of radio frequency (RF) propagation and site support products, partially offset by lower sales of broadband products. Our growth in sales of network infrastructure product was in sales to resellers as well as SMUs and governments, as we have continued to focus on diversification beyond the traditional infrastructure carrier customer.

              Revenues from our installation, test and maintenance line of business decreased 10.3% in fiscal year 2009 as compared to the prior fiscal year, primarily due to a decline in sales of repair parts related to our major repair components relationship with Nokia, as well as decreased sales of test and bench equipment partially offset by an increase in sales of safety products. In January 2009, we extended our repair components relationship with Nokia through December 2010. As part of this extension, Nokia now plays a larger role in servicing a group of larger customers. We continue to earn fees from Nokia to fulfill product to these larger customers, but as a result of our reduced role in these transactions, we receive a smaller fee and we account for these sales on a net basis. We continue to manage the complete supply chain as primary obligor for smaller customers so we continue to record sales to these smaller customers on a gross basis. Because of the evolution of our relationship with Nokia, it has become less material to our consolidated financial statements, and we expect that trend to continue. During the first nine months of fiscal year 2009, Nokia represented approximately 7% of total consolidated revenues, and in our fourth quarter of fiscal year 2009 (the first quarter under our new, extended relationship), it represented 4% of total consolidated revenues.

              Gross Profit.    Gross profit increased 4.2% in fiscal year 2009 compared to fiscal year 2008, driven by an increase in our network infrastructure and mobile devices and accessories commercial business segments, partially offset by a decline in our installation, test and maintenance commercial line of business. Total commercial gross profit increased 4.1%, while consumer gross profits increased 5.0%. Gross profit margin increased to 25.2% in fiscal year 2009, from 22.5% in fiscal year 2008. Except as noted below, our gross margins by product within each segment have been sustained and variations are related to sales mix within the segment product offerings. Gross profit margin increased to 27.4% in fiscal year 2009 in our network infrastructure segment, from 25.4% in fiscal year 2008. This increase in gross profit margin is the result of the change in product mix described above, as radio frequency and site support products typically have a higher gross margin than broadband products, which declined in sales. In our installation, test and maintenance segment, gross profit margin increased to 23.4% in fiscal year 2009, from 22.4% in fiscal year 2008, partially due to the change in the structure of our Nokia arrangement as discussed above. Gross profit margin in our mobile devices and accessories segment increased to 24.2% in fiscal year 2009, from 20.6% in fiscal year 2008. This increase is primarily attributable to the commercial gross profit margin for our mobile devices and accessories segment, which increased from 20.0% for fiscal year 2008 to 23.7% for fiscal year 2009, principally due to product mix in sales as discussed above. The gross profit margin for our consumer sales decreased from 37.0% to 34.6% in fiscal year 2009. We account for inventory at the lower of cost or market, and as a result, write-offs/write-downs occur due to damage, deterioration, obsolescence, changes in prices and other causes.

              During fiscal year 2006, we began sourcing a significant portion of our private branded product line directly from factories in China. All of such purchases are denominated in U.S. dollars. We have been increasing the amount of products and services sold under TESSCO's private labels. While sales of these directly sourced products and services represented only 11% of our total sales, we believe that this direct sourcing initiative has allowed us to realize lower costs of goods sold on sales of these products, after accounting for additional supply chain costs and lead times. We also believe that these cost savings have allowed us to be more competitive in the market.

              Our ongoing ability to earn revenues and gross profits from customers and vendors looking to us for product and supply chain solutions is dependent upon a number of factors. The terms, and accordingly the factors, applicable to each relationship often differ. Among these factors are the


      Table of Contents


      strength of the customer's or vendor's business, the supply and demand for the product or service, including price stability, changing customer or vendor requirements, and our ability to support the customer or vendor and to continually demonstrate that we can improve the way they do business. In addition, the agreements or arrangements on which our customer and vendor relationships are based are typically of limited duration, and are terminable by either party upon several months or otherwise short notice. Our customer relationships could also be affected by wireless carrier consolidation or the global financial crisis.

              As total revenues and gross profits from larger customer and vendor relationships, including AT&T Mobility, increase, we occasionally experience and expect to continue to experience, pricing pressures that may adversely affect future results. In an effort to mitigate the overall effect of these pressures and to meet these consistent challenges, we are focused on our continuing efforts to grow revenues and gross profits from other customer and vendor relationships.

              Selling, General and Administrative Expenses.    Total selling, general and administrative expenses increased by 1.6% during fiscal year 2009 as compared to fiscal year 2008. Total selling, general and administrative expenses as a percentage of revenues increased from 20.9% in fiscal year 2008 to 22.9% in fiscal year 2009, due to the decline of revenues as discussed above, particularly the decline in sales of mobile devices and accessory products as well as the increases in expenses discussed below.

              The largest factors contributing to the increase in total selling, general and administrative expenses during fiscal year 2009 were increased compensation expense and bonus accruals, partially offset by decreased marketing, sales promotion, freight expense, corporate support and information technology expenses.

              Compensation expenses primarily related to business generation activities increased from fiscal year 2008 to fiscal year 2009. Compensation costs have also increased over the last fiscal year due to increased accruals related to our cash and equity bonus programs. Our bonus programs are performance based, and therefore, the increase in bonus accruals is due to improved results during fiscal year 2009, as applied to pre-defined performance targets. Total compensation costs, including benefits and bonus expense, increased by approximately $8.3 million from fiscal year 2008 to fiscal year 2009.

              Marketing and sales promotion expenses decreased in fiscal year 2009 as compared with fiscal year 2008. During the second quarter of fiscal year 2008, we incurred marketing expenses related to a corporate branding initiative which was completed by the beginning of fiscal year 2009. In fiscal year 2009, we also reduced marketing expenses related to market research, publications, and print and online advertising. Also in fiscal year 2009, we had decreased sales promotion expense due to the lower merchandising racks and graphics expenditures associated with our retail business. Total marketing and sales promotion expenses decreased by approximately $2.4 million from fiscal year 2008 to fiscal year 2009.

              Freight costs in fiscal year 2009 decreased approximately $2.4 million over the prior year, primarily due to increased productivity in our distribution operations and lower sales revenues, partially offset by higher fuel surcharges.

              Corporate support expenses decreased approximately $1.4 million over the prior year, primarily due to lower sales tax expense/reserves. The decrease was driven by changes in estimates related to sales and use tax reserves during fiscal year 2009. Recruiting expenses also declined, but were primarily offset by higher bad debt expense as discussed below.

              Information technology expenses decreased by approximately $1.0 million in fiscal year 2009 as compared with fiscal year 2008, primarily due to a decrease in depreciation expense resulting from changes in property and equipment purchases and the corresponding estimated useful lives.

              We continually evaluate the credit worthiness of our existing customer receivable portfolio and provide an appropriate reserve based on this evaluation. We also evaluate the credit worthiness of


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      prospective and current customers and make decisions regarding extension of credit terms to such based on this evaluation. Accordingly, we recorded a provision for bad debts of $1,593,600 and $937,900 for fiscal year 2009 and fiscal year 2008, respectively. This increase in bad debt expense is related to customer write-offs during fiscal year 2009 and the anticipation for further increases in write-offs related to outstanding receivables as of March 29, 2009, due to the downturn in the global economy.

              Interest, Net.    Net interest expense increased from $574,100 in fiscal year 2008 to $664,300 in fiscal year 2009, primarily due to increased average borrowings on our revolving credit facility partially offset by lower interest rates. As noted below, beginning October 1, 2005, we entered into a receive variable/pay fixed interest rate swap on our existing bank loan, thus fixing the interest rate on this loan at 6.38%. Interest expense on our other debt instruments had only minor variances from year-to-year in total.

              Income Taxes, Net Income and Diluted Earnings Per Share.    The effective tax rates in fiscal year 2009 and 2008 were 39.9% and 36.1%, respectively. The effective tax rate for fiscal year 2009 increased due to changes in our state tax effective rate as well as a reduction of $196,300 in unrecognized tax benefits due to the lapse of an applicable statute of limitations in fiscal year 2008. As a result of the factors discussed above, net income and diluted earnings per share data)

       

       

       

       

       

       

      2007 to 2008

       

       

       

      2006 to 2007

       

       

       

      2008

       

      2007

       

      $ Change

       

      % Change

       

      2006

       

      $ Change

       

      % Change

       

      Commercial Revenues

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

      Network Infrastructure:

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

      Public Carriers and Network Operators

       

      $

      46,977

       

      $

      49,701

       

      $

      (2,724

      )

      (5.5

      )%

      $

      53,049

       

      $

      (3,348

      )

      (6.3

      )%

      Resellers

       

      69,839

       

      66,685

       

      3,154

       

      4.7

      %

      55,659

       

      11,026

       

      19.8

      %

      SMUs and Governments

       

      49,400

       

      48,816

       

      584

       

      1.2

      %

      40,160

       

      8,656

       

      21.6

      %

      Total Network Infrastructure

       

      166,216

       

      165,202

       

      1,014

       

      0.6

      %

      148,868

       

      16,334

       

      11.0

      %

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

      Mobile Devices and Accessories:

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

      Public Carriers and Network Operators

       

      2,193

       

      2,641

       

      (448

      )

      (17.0

      )%

      2,894

       

      (253

      )

      (8.7

      )%

      Resellers

       

      243,549

       

      205,581

       

      37,968

       

      18.5

      %

      98,723

       

      106,858

       

      108.2

      %

      SMUs and Governments

       

      13,746

       

      14,356

       

      (610

      )

      (4.2

      )%

      14,967

       

      (611

      )

      (4.1

      )%

      Total Mobile Devices and Accessories

       

      259,488

       

      222,578

       

      36,910

       

      16.6

      %

      116,584

       

      105,994

       

      90.9

      %

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

      Installation, Test and Maintenance:

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

      Public Carriers and Network Operators

       

      13,199

       

      14,293

       

      (1,094

      )

      (7.7

      )%

      16,997

       

      (2,704

      )

      (15.9

      )%

      Resellers

       

      9,548

       

      10,580

       

      (1,032

      )

      (9.8

      )%

      8,682

       

      1,898

       

      21.9

      %

      SMUs and Governments

       

      62,534

       

      72,162

       

      (9,628

      )

      (13.3

      )%

      48,903

       

      23,259

       

      47.6

      %

      Total Installation, Test and Maintenance

       

      85,281

       

      97,035

       

      (11,754

      )

      (12.1

      )%

      74,582

       

      22,453

       

      30.1

      %

      Total Commercial Revenues

       

      510,985

       

      484,815

       

      26,170

       

      5.4

      %

      340,034

       

      144,781

       

      42.6

      %

      Consumer Revenues – Mobile Devices and Accessories

       

      9,983

       

      7,513

       

      2,470

       

      32.9

      %

      137,295

       

      (129,782

      )

      (94.5

      )%

      Total Revenues

       

      $

      520,968

       

      $

      492,328

       

      $

      28,640

       

      5.8

      %

      $

      477,329

       

      $

      14,999

       

      3.1

      %

      22



      (Dollars in thousands, exceptfor fiscal year 2009 increased 31.3% and 43.2%, respectively, compared with fiscal year 2008. Diluted earnings per share data)was positively impacted by the stock buyback program further discussed in the liquidity and capital resources section below.

       

       

       

       

       

       

      2007 to 2008

       

       

       

      2006 to 2007

       

       

       

      2008

       

      2007

       

      $ Change

       

      % Change

       

      2006

       

      $ Change

       

      % Change

       

      Commercial Gross Profit

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

      Network Infrastructure:

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

      Public Carriers and Network Operators

       

      $

      11,387

       

      $

      11,869

       

      $

      (482

      )

      (4.1

      )%

      $

      12,523

       

      $

      (654

      )

      (5.2

      )%

      Resellers

       

      18,121

       

      16,584

       

      1,537

       

      9.3

      %

      13,126

       

      3,458

       

      26.3

      %

      SMUs and Governments

       

      12,778

       

      11,629

       

      1,149

       

      9.9

      %

      9,015

       

      2,614

       

      29.0

      %

      Total Network Infrastructure

       

      42,286

       

      40,082

       

      2,204

       

      5.5

      %

      34,664

       

      5,418

       

      15.6

      %

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

      Mobile Devices and Accessories:

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

      Public Carriers and Network Operators

       

      633

       

      785

       

      (152

      )

      (19.4

      )%

      804

       

      (19

      )

      (2.4

      )%

      Resellers

       

      46,979

       

      44,794

       

      2,185

       

      4.9

      %

      23,406

       

      21,388

       

      91.4

      %

      SMUs and Governments

       

      4,319

       

      4,557

       

      (238

      )

      (5.2

      )%

      4,015

       

      542

       

      13.5

      %

      Total Mobile Devices and Accessories

       

      51,931

       

      50,136

       

      1,795

       

      3.6

      %

      28,225

       

      21,911

       

      77.6

      %

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

      Installation, Test and Maintenance:

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

      Public Carriers and Network Operators

       

      3,248

       

      3,478

       

      (230

      )

      (6.6

      )%

      3,955

       

      (477

      )

      (12.1

      )%

      Resellers

       

      3,030

       

      2,601

       

      429

       

      16.5

      %

      2,470

       

      131

       

      5.3

      %

      SMUs and Governments

       

      12,798

       

      21,969

       

      (9,171

      )

      (41.7

      )%

      16,279

       

      5,690

       

      35.0

      %

      Total Installation, Test and Maintenance

       

      19,076

       

      28,048

       

      (8,972

      )

      (32.0

      )%

      22,704

       

      5,344

       

      23.5

      %

      Total Commercial Gross Profit

       

      113,293

       

      118,266

       

      (4,973

      )

      (4.2

      )%

      85,593

       

      32,673

       

      38.2

      %

      Consumer Gross Profit – Mobile Devices and Accessories

       

      3,696

       

      3,145

       

      551

       

      17.5

      %

      17,420

       

      (14,275

      )

      (81.9

      )%

      Total Gross Profit

       

      $

      116,989

       

      $

      121,411

       

      $

      (4,422

      )

      (3.6

      )%

      $

      103,013

       

      $

      18,398

       

      17.9

      %

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

      Selling, general and administrative expenses

       

      $

      108,875

       

      $

      109,209

       

      $

      (334

      )

      (0.3

      )%

      $

      94,269

       

      $

      14,940

       

      15.8

      %

      Income from operations

       

      8,114

       

      12,202

       

      (4,088

      )

      (33.5

      )%

      8,744

       

      3,458

       

      39.5

      %

      Interest, net

       

      574

       

      879

       

      (305

      )

      (34.7

      )%

      359

       

      520

       

      144.8

      %

      Income before provision for income taxes

       

      7,540

       

      11,323

       

      (3,783

      )

      (33.4

      )%

      8,385

       

      2,938

       

      35.0

      %

      Provision for income taxes

       

      2,721

       

      4,281

       

      (1,560

      )

      (36.4

      )%

      3,270

       

      1,011

       

      30.9

      %

      Net income

       

      $

      4,819

       

      $

      7,042

       

      $

      (2,223

      )

      (31.6

      )%

      $

      5,115

       

      $

      1,927

       

      37.7

      %

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

      Diluted earnings per share

       

      $

      0.88

       

      $

      1.17

       

      $

      (0.29

      )

      (24.8

      )%

      $

      0.80

       

      $

      (0.37

      )

      46.3

      %

      Fiscal Year 2008 Compared to Fiscal Year 2007

      Revenues.    Revenues for fiscal year 2008 increased 5.8% as compared with fiscal year 2007, primarily due to a 5.4% increase in commercial revenues, and to a much lesser extent, a 32.9% increase in consumer revenues. The increase in commercial revenues was driven primarily by growth in our mobile devices and accessories commercial line of business, and to a much lesser extent, by growth in our network infrastructure line of business, and was partially offset by a decline in our installation, test, and maintenance commercial line of business.

              

      Our mobile devices and accessories revenues, including both commercial and consumer sales, increased 17.1% for fiscal year 2008 compared with fiscal year 2007. We experienced significant growth in commercial sales of mobile devices and accessory products, and to a much lesser extent, an increase in consumer sales. Commercial revenues for mobile devices and accessories, which are sold primarily to resellers, but are also sold to SMUs, governments and public carriers

      23



      and network operators, increased 16.6% over the prior year, due in part to new product introductions, enhanced merchandising and packaging programs and increased sales of accessory products to carrier and independent retail customers.

              

      The 0.6% increase in our network infrastructure sales from fiscal year 2007 to fiscal year 2008 iswas primarily attributable to an increase in sales of radio frequency (RF) propagation and site support products, partially offset by lower sales of broadband products. Our growth in sales of network infrastructure product was in sales to resellers as well as SMUs and governments, as we have continued to focus on diversification beyond the traditional infrastructure carrier customer.

              

      Revenues from our installation, test and maintenance line of business decreased 12.1% in fiscal year 2008 as compared to the prior fiscal year, primarily due to a decline in sales of repair parts related to our major repair components relationship with Nokia, as well as decreased sales of test and bench equipment partially offset by an increase in sales of shop supplies. While revenues and gross profits from this Nokia relationship were significantly higher in fiscal year 2007 compared to fiscal year 2008, revenues and gross profits decreased significantly in the last six months of fiscal year 2007 as compared to the first six months of the year. We had previously anticipated fiscal year 2008 revenues and profits from this business to approximate the levels we experienced in the last half of the fiscal year 2007.


      Table of Contents

      Gross Profit.    Gross profit decreased 3.6% in fiscal year 2008 compared with fiscal year 2007, driven by a decline in our installation, test and maintenance commercial line of business, partially offset by growth in our network infrastructure and mobile devices and accessories commercial business segments. Commercial gross profit declined 4.2% and was partially offset by a 17.5% increase in consumer gross profit. Gross profit margin decreased to 22.5% in fiscal year 2008, from 24.7% in fiscal year 2007. Except as noted below, our gross margins by product within each segment have been sustained and variations are related to sales mix within the segment product offerings. Gross profit margin increased to 25.4% in fiscal year 2008 in our network infrastructure segment, from 24.3% in fiscal year 2007. In our installation, test and maintenance segment, gross profit margin decreased to 22.4% in fiscal year 2008, from 28.9% in fiscal year 2007. This decline was due primarily to the return to historical levels of gross profit attributable to our Nokia repair and replacement parts relationship as a result of price changes. Gross profit margin in our mobile devices and accessories segment decreased to 20.6% in fiscal year 2008, from 23.2% in fiscal year 2007. This decline is primarily attributable to the commercial gross profit margin for our mobile devices and accessories segment, which decreased from 22.5% for fiscal year 2007 to 20.0% for fiscal year 2008, principally due to product mix changes in sales to a large tier-one carrierAT&T Mobility and other retail customers. The gross profit margin for our consumer sales decreased from 41.9% to 37.0% in fiscal year 2008.  We account for inventory at the lower of cost or market, and as a result, write-offs/write-downs occur due to damage, deterioration, obsolescence, changes in prices and other causes.

      During fiscal year 2006, we began sourcing a significant portion of our private branded subscriber accessory product line directly from factories in China.  All of such purchases are denominated in U.S. dollars.  Although our total gross profit percentage decreased for fiscal year 2008, primarily related to our arrangements with Nokia and our large tier-one carrier, we have been increasing the amount of products and services sold under TESSCO’s private labels, including our GigaWave training.  While sales of these directly sourced products and services represented only 9% of our total sales, we believe that this direct sourcing initiative has allowed us to realize lower costs of goods sold on sales of these products, after accounting for additional supply chain costs and lead times.  We also believe that these cost savings have allowed us to be more competitive in the market.

      Our ongoing ability to earn revenues and gross profits from customers and vendors looking to us for product and supply chain solutions is dependent upon a number of factors.  The terms, and accordingly the factors, applicable to each affinity relationship often differ.  Among these factors are the strength of the customer’s or vendor’s business, the supply and demand for the product or service, including price stability, changing customer or vendor requirements, and our ability to support the customer or vendor and to continually demonstrate that we can improve the way they do business.  In addition, the agreements or arrangements on which our affinity relationships are based are typically of limited duration, and

      24



      are terminable by either party upon several months or otherwise short notice.  These affinity relationships could also be affected by wireless carrier consolidation.

      As total revenues and gross profits from larger customer and vendor relationships, including AT&T Mobility (formerly Cingular) and Nokia, increase, we occasionally experience and expect to continue to experience pricing pressures that may adversely affect future results. In an effort to mitigate the overall effect of these pressures and to meet these consistent challenges, we are focused on our continuing efforts to grow revenues and gross profits from other customer and vendor relationships.

      Selling, General and Administrative Expenses.    Total selling, general and administrative expenses decreased by 0.3% during fiscal year 2008 as compared with fiscal year 2007. Total selling, general and administrative expenses as a percentage of revenues decreased from 22.2% in fiscal year 2007 to 20.9% in fiscal year 2008, due to the decreases in expenses discussed below.

              

      The largest factors contributing to the decrease in total selling, general and administrative expenses during fiscal year 2008 were decreased marketing, sales promotion, freight expense and bonus accruals, partially offset by increased laborcompensation costs.

              

      During the second quarter of fiscal year 2007, we began a media campaign utilizing different marketing techniques to broaden our outreach. We reduced the scope of this program significantly during fiscal year 2008. Also in fiscal year 2007, we had increased sales promotion expense due to costs related to a one time merchandising racks and graphics expenditure associated with our large tier-one carrier.AT&T Mobility. In fiscal year 2008, the decrease in marketing expenses was partially offset by increased expenses incurred related to a corporate branding initiative. Total marketing and sales promotion expenses decreased by approximately $3.0 million from fiscal year 2007 to fiscal year 2008.

              

      Freight costs in fiscal year 2008 decreased approximately $1.2 million over the prior year, primarily due to increased productivity in our distribution operations, partially offset by higher fuel surcharges.

              

      LaborCompensation cost primarily related to business generation and fulfillment activities increased from fiscal year 2007 to fiscal year 2008. These increases are reflective of our increased focus on our commercial business. However, the increase in laborcompensation costs was partially offset by decreased expenses related to our bonus programs, including stock compensation expense. Total laborcompensation costs, including benefits, increased by approximately $4.0 million from fiscal year 2007 to fiscal year 2008, offset by an approximately $2.7 million decrease in our bonus expense in fiscal year 2008 compared with fiscal year 2007.

              

      We continually evaluate the credit worthiness of our existing customer receivable portfolio and provide an appropriate reserve based on this evaluation. We also evaluate the credit worthiness of prospective customers and make decisions regarding extension of credit terms to such prospects based on this evaluation. Accordingly, we recorded a provision for bad debts of $937,900 and $999,900 for fiscal year 2008 and fiscal year 2007, respectively.

      Interest, Net.Net interest expense decreased from $879,400 in fiscal year 2007 to $574,100 in fiscal year 2008, primarily due to decreased average balances on our revolving credit facility, as well as decreased interest rates on our revolving credit facility and our term bank loan. As noted below,


      Table of Contents


      beginning October 1, 2005, we entered into a receive variable/pay fixed interest rate swap on our existing bank loan, thus fixing the interest rate on this loan at 6.38%. Interest expense on our other debt instruments had only minor variances from year-to-year in total.

      Income Taxes, Net Income and Diluted Earnings Per Share.    The effective tax rates in fiscal year 2008 and 2007 were 36.1% and 37.8%, respectively. The effective tax rate for fiscal year 2008 decreased due to changes in the relationship between non-deductible expenses and taxable income, as well as other minor differences in the taxability of certain other items, including a reduction of $196,300 in unrecognized tax benefits due to the lapse of an applicable statute

      25



      of limitations. As a result of the factors discussed above, net income and diluted earnings per share for fiscal year 2008 decreased 31.6% and 24.8%, respectively, compared with fiscal year 2007. Diluted earnings per share was positively impacted by the stock buyback program further discussed in the liquidity and capital resources section below.

      Liquidity and Capital Resources

              In summary, our cash flows were as follows:

      Fiscal Year 2007 Compared to Fiscal Year 2006

       
       2009 2008 2007 

      Cash flow provided by operating activities

       $15,155,800 $4,160,100 $28,025,800 

      Cash flow used in investing activities

        (4,538,400) (4,837,400) (8,684,700)

      Cash flow used in financing activities

        (12,103,800) (1,412,800) (17,451,700)
              

      Net (decrease) increase in cash and cash equivalents

       $(1,486,400)$(2,090,100)$1,889,400 
              

              

      Revenues.  Revenues forIn fiscal year 20072009, our cash inflow from operating activities was driven by net income, net of depreciation and amortization and non-cash stock compensation expense, as well as a significant decrease in trade accounts receivable and product inventory and an increase in accrued payroll, benefits and taxes, partially offset by significant decreases in trade accounts payable. The decrease in trade accounts receivable is primarily due to the timing of sales and collections largely related to our largest customer, AT&T Mobility, as well as lower sales near the end of fiscal year 2009. The accrual for payroll, benefits and taxes increased 3.1%primarily due to an increase in accruals for our bonus programs in fiscal year 2009 as compared withto fiscal year 2006, notwithstanding a 94.5%2008. The decrease in consumer revenues related toaccounts payable and inventory is largely a result of a significant inventory reduction effort undertaken during the transition in the secondfourth quarter of fiscal year 2006 of our T-Mobile relationship as discussed below.  This decrease in consumer revenues was largely offset by a 42.6% increase in commercial revenues, driven by growth in each of our three commercial lines of business.2009.

              Cash flows used in investing activities included capital expenditures, which primarily consisted of investments in information technology. In addition to investments in capital expenditures, cash flow used in investing activities was also impacted by cash earn-out payments under our acquisition agreement with TerraWave Solutions, Ltd. On April 21, 2006, we acquired substantially all the non-cash net assets of TerraWave Solutions, Ltd. and its commonly owned affiliate, GigaWave Technologies, Ltd. for an initial cash payment of approximately $3.9 million, and potential additional cash earn-out payment obligations accruing over a four-year period, contingent on the achievement by the TerraWave/GigaWave business unit post-acquisition of certain minimum earnings thresholds. Of the $3.9 million cash amount paid at closing, $1.5 million was a non-refundable prepayment against future earn-out obligations, amortizable over the four-year period. To the extent that the minimum earnings thresholds are not achieved over the remainder of the four-year period, we will not be able to apply the remainder of this prepayment ($750,000 as of March 29, 2009). The maximum amount of contingent future earn-out payments not yet applied as of March 29, 2009 (assuming all remaining thresholds are fully met and after subtracting the remaining portion of the $1.5 million prepayment) is $12.0 million. Contingent payments made under the terms of the acquisition agreement are treated as an additional cost of the acquired businesses and additional goodwill has been and will continue to be recorded, if


      Our mobile devices and accessories revenues, including both commercial and consumer sales, decreased 9.4% forTable of Contents


      earnings targets are achieved. During fiscal year 2007 compared with fiscal year 2006.  We experienced significant growth2009, approximately $1.3 million in commercial salesearn-out payments were made, based on the achievement of mobile devices and accessory products, which was offset by a significant decline in consumer sales.  Commercial revenues for mobile devices and accessories increased 90.9% over the prior year, due in part to new product introductions, enhanced merchandising and packaging programs and increased sales of accessory products to carrier and independent retail customers.  The decrease in consumer revenues from sales of mobile devices and accessories was primarily due to the transition of our T-Mobile affinity relationship incertain earnings thresholds during the second quarterof the four-year earn-out period under the acquisition agreement. An interim performance analysis of the business unit as of fiscal year 2006.  Our T-Mobile affinity relationship, which has since terminated, accounted forend 2009, indicated that approximately 26%$2.0 million in additional earn-out payments would become due and payable in respect of total revenues in fiscal year 2006.

      The 11.0% increase in our network infrastructure sales from fiscal year 2006 to fiscal year 2007 is primarily attributable to an increase in salesachievement of wireless local area network (WLAN) products and radio frequency (RF) propagation products.  These increases were largely a result of our fiscal year 2007 acquisition of TerraWave and GigaWave, which primarily offer WLAN products and training.

      Revenues from our installation, test and maintenance line of business increased 30.1% in fiscal year 2007 as compared toearnings thresholds during the prior fiscal year, primarily due to large sales of repair parts related to our expanded major repair components relationship with Nokia, as well as increased sales of tools, shop supplies, and safety apparel and equipment.   While revenues and gross profits from this Nokia relationship were significantly higher than in fiscal year 2006, revenues and gross profits decreased significantly in the last six months of fiscal year 2007, as compared to the first six monthsthird of the year.

      Gross Profit.  Gross profit grew 17.9% in fiscal year 2007 compared with fiscal year 2006, driven by growth in eachfour-year earn-out period, although all conditions to payment of our three commercial business segments.  Commercial gross profit grew 38.2% and was partially offset by an 81.9% decrease in consumer gross profit.  Gross profit margin increased to 24.7% in fiscal year 2007, from 21.6% in fiscal year 2006.  Gross profit margin increased to 24.3% in fiscal year 2007 in our network infrastructure segment, from 23.3% in fiscal year 2006.  In our installation, test and maintenance segment, gross profit margin decreased to 28.9% in fiscal year 2007 from 30.4% in fiscal year 2006.  Generally, our gross margins by product within these segments have been sustained and these variations are related to sales mix withinthis amount under the segment product offerings.  Gross profit margin in our mobile devices and accessories segment increased to 23.2% in fiscal year 2007 from 18.0% in fiscal year 2006.  This increase is primarily attributable to a large decrease in low margin consumer sales which had been related to the T-Mobile relationship, and is partially offset by a decrease in commercial gross profit margin for our commercial sales.  The decrease in commercial gross profit margin for our mobile devices and accessories segment, from 24.2% for fiscal year 2006 to 22.5% for fiscal year 2007, is attributable to sales mix within the product offering.  The gross profit margin for our consumer sales increased from 12.7% to 41.9% in fiscal year 2007 due to the lossterms of lower margin handset sales from our T-Mobile relationship which was transitioned in the second quarter of fiscal year 2006.

      Selling, General and Administrative Expenses.  Total selling, general and administrative expenses increased by 15.8% during fiscal year 2007 as compared with fiscal year 2006.  Total selling, general and administrative expenses as a percentage of revenues increased from 19.7% in fiscal year 2006 to 22.2% in fiscal year 2007 due to the increases in expenses discussed below.

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      The largest factors contributing to the increase in total selling, general and administrative expenses were increased labor costs and expenses related to business generation activities in support of our continued increased focus on our commercial business during fiscal year 2007.

      Labor cost increases were primarily related to sales and product management, as well as increased fulfillment costs. Labor costs were also impacted by the acquisition agreement were not satisfied until the close of TerraWave and GigaWavethat third year in April 2006. Finally, labor costs increased over the prior year period due to increased expenses related to our reward programs, including Performance Stock Units (PSU’s). Total labor costs, including benefits, increased by approximately $5.8 million from fiscal year 2006 to fiscal year 2007.

      Marketing expenses also increased in fiscal year 2007 as compared with fiscal year 2006. Near the end of2009 (during the first quarter of fiscal year 2006, we retained RTC Relationship Marketing, a direct-2010) and, database- marketing firmtherefore, the potential obligation was not accrued during fiscal year 2009. During fiscal year 2009, however, an additional $100,000 in earn-out payments was accrued in respect of quarterly earnings performance, for which all conditions to increase market awareness of TESSCO’s value proposition and product and solutions offering among potential and existing customers. Duringpayment had been met. This amount, as well as the secondapproximately $2.0 million attributable to third-year performance but not accrued during fiscal year 2009, has since been paid in the first quarter of fiscal year 2007, we began a media campaign utilizing different marketing techniques to broaden our outreach. Sales promotion expense also increased due to costs2010. In accordance with the acquisition agreement, these payments were made net of $375,000, representing one quarter of the $1.5 million non-refundable prepayment made against future earn-out payments, as discussed above. Accordingly, $375,000 of the $1.5 million prepayment remains available for application against earn-out obligations accruing over the fourth and final year of the four-year earn-out period.

              Cash flows used in financing activities is primarily related to increased sales to retail customers. Total marketing and sales promotion expenses increased by approximately $6.5 million fromtreasury stock purchases. During fiscal year 20062009, we purchased 170,154 shares of our outstanding common stock pursuant to fiscal year 2007.

      Freight costsour stock buyback program, compared with 346,107 shares purchased in fiscal year 2007 decreased approximately $3.5 million over2008. From the prior year, primarily due to the lossbeginning of consumer sales associated with our T-Mobile relationship which ended in the secondstock buyback program (the first quarter of fiscal year 2006.2004), through the end of fiscal year 2009, a total of 2,311,128 shares have been purchased under this program for approximately $30.3 million, or an average price of $13.12 per share. The Board of Directors has authorized the purchase of up to 2,395,567 shares in the aggregate, and therefore, 84,439 shares remained available to be purchased as of the end of fiscal year 2009. We expect to fund future purchases, if any, from working capital and/or our revolving credit facility. No timetable has been set for the completion or expiration of this program. We also withhold shares from our employees and directors equal to the minimum federal and state tax withholdings related to vested performance stock units. For fiscal years 2009 and 2008 this totaled $230,200 and $1,406,400, respectively.

              On July 1, 2008, separate from, and in addition to, our stock buyback program, we repurchased all 470,000 shares of our common stock then held by Brightpoint in a privately negotiated transaction. Pursuant to an agreement entered into between us and Brightpoint, we purchased Brightpoint's share holdings, comprising approximately 9% of our total then outstanding common stock, for $13.64 per share, or a total of $6.4 million. The price per share was determined based on the seven trading day trailing average closing price of our common stock on the NASDAQ Global Market determined as of the close of trading on June 30, 2008. The purchase price per share approximated the price of our common stock on the transaction date. The purchase was funded through available cash and borrowings under our revolving credit facility. This transaction does not affect the number of shares available for repurchase under our stock buyback program.

              Cash flow from financing activities was also impacted by a $3.4 million net decrease was partially offset byin our revolving credit facility. We have a term loan in the freight costs associatedoriginal principal amount of $4.5 million with Wachovia Bank, National Association and SunTrust Bank that is payable in monthly installments of principal and interest with the increasebalance due at maturity, June 30, 2011. The note bears interest at a floating rate of LIBOR plus 1.75%. The note is secured by a first position deed of trust encumbering the Company-owned real property in commercial sales.

      We continually evaluateHunt Valley, Maryland. The loan is subject to generally the credit worthiness of our existing customer receivable portfolio and provide an appropriate reserve based on this evaluation. We also evaluate the credit worthiness of prospective customers and make decisions regarding extension of credit terms to such prospects based on this evaluation. Accordingly, we recorded a provision for bad debts of $999,900 and $742,800 for fiscal year 2007 and fiscal year 2006, respectively.

      Interest, Net. Net interest expense increased from $358,500 in fiscal year 2006 to $879,400 in fiscal year 2007, primarily due to increased average balances onsame financial covenants as our revolving credit facility, which, as welldiscussed below, have recently been amended. This loan had a balance of $3,450,000 as increased interest rates on our revolving credit facility and our term bank loan. As noted below, beginningof March 29, 2009.

              On October 1, 2005, we entered into a receive variable/pay fixed interest rate swap on a total notional amount of $4.2 million with Wachovia Bank, National Association to avoid the risks associated with fluctuating interest rates on our existing term bank loan thus fixingdiscussed above, and to eliminate the


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      variability in the cash outflow for interest payments. The interest rate swap agreement locks the interest rate on thisfor the outstanding principal balance of the loan at 6.38% through June 30, 2011. There was no payment due or received at inception of the swap. No hedge ineffectiveness will be recognized as the interest rate swap provisions match the applicable provisions of the term bank loan. This cash flow hedge qualified for hedge accounting using the short-cut method since the swap terms match the critical terms of the hedged debt.

              We are party to a $50.0 million unsecured revolving credit facility with SunTrust Bank and Wachovia Bank, National Association, with a term expiring May 2010, and interest payable monthly at the LIBOR rate plus an applicable margin, which ranges from 1.25% to 2.75%. Interest expenseBorrowing availability under this facility is determined in accordance with a borrowing base and the applicable credit agreement includes financial covenants, including a minimum tangible net worth, minimum cash flow coverage of debt service, and a maximum funded debt to EBITDA ratio. These financial covenants also apply to the separate but related term loan secured by our Hunt Valley, Maryland facility discussed above. The terms applicable to our revolving credit facility and term loan also limit our ability to engage in certain transactions or activities, including (but not limited to) investments and acquisitions, sales of assets, payment of dividends, issuance of additional debt and other matters. As of March 29, 2009, we had a zero balance outstanding on our $50.0 million revolving credit facility; therefore, we had $50.0 million available on our revolving line of credit facility subject to the limitations imposed by the borrowing base and our continued compliance with the other debt instruments had only minor variances from year-to-year in total.applicable terms, including the covenants discussed above.

              On June 30, 2008, we entered into a First Modification Agreement with SunTrust Bank and Wachovia Bank, National Association, to amend a negative covenant included in the Credit Agreement for our existing $50 million unsecured revolving line of credit facility, to increase the amount of common stock permitted to be repurchased by us (beginning on the inception date of the Credit Agreement) from $10 million to $15 million, during the term of the credit facility.

      Income Taxes, Net Income        On December 3, 2008, we entered into a Second Modification Agreement with SunTrust Bank and Diluted Earnings Per Share. Wachovia Bank, National Association, pursuant to which the Credit Agreement for our existing $50.0 million unsecured revolving credit facility was amended. The effective tax ratesSecond Modification Agreement amended a negative covenant in fiscal year 2007the Credit Agreement by increasing from $15.0 million to $25.0 million the amount of stock permitted to be repurchased over the term of the revolving credit facility. In addition, the Second Modification Agreement positively adjusted on a going forward basis certain other of the financial covenants applicable to us under the Credit Agreement, to adjust the definitions of "cash flow" and 2006 were 37.8%"tangible net worth" and 39.0%, respectively. The effective tax rateto afford us limited relief from dividend restrictions. We have never declared or paid any cash dividends on our common stock, but the revised Credit Agreement now allows for fiscal year 2007 decreasedthe payment of cash dividends of up to $2.0 million annually.

              Pursuant to the terms of the relevant documents, the financial covenants included in the Credit Agreement are also applicable to the related Term Loan with the same lenders discussed above. Accordingly, the Second Modification Agreement also has the effect of amending the terms applicable to the Term Loan.

              Working capital remained essentially flat, decreasing to $36.6 million as of March 29, 2009, from $36.7 million as of March 30, 2008, primarily due to changesthe decrease in product inventory and accounts receivable partially offset by decreased accounts payable and reduced outstanding balances on our revolving line of credit. Shareholders' equity remained flat as of March 29, 2009 and March 30, 2008.

              We believe that our existing cash, payments from customers, and availability under our revolving line of credit facility will be sufficient to support our operations for at least the relationship between non-deductible expensesnext twelve months. To minimize interest expense, our policy is to use excess available cash to pay down any balance on our revolving line of credit facility. We expect to meet short-term and taxable income,long-term liquidity needs through operating cash flow, supplemented by our revolving credit facility. In doing so, the balance on our


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      revolving credit facility could increase depending on our working capital and other cash needs. If we were to undertake an acquisition or other major capital purchases that require funds in excess of its existing sources of liquidity, we would look to sources of funding from additional credit facilities, debt and/or equity issuances. There can be no assurances that such additional future sources of funding would be available on terms acceptable to us, if at all. We are currently in negotiations to extend our revolving credit agreement which expires in May 2010. However, there can be no assurance that we will be able to extend our revolving credit agreement beyond May 2010 on terms acceptable to us, if at all.

              In addition, our liquidity could be negatively impacted by decreasing revenues and profits resulting from a decrease in demand for our products or a reduction in capital expenditures by our customers, or by the weakened financial conditions of our customers or suppliers, in each case as well as other minor differences in the taxability of certain other items. As a result of the factors discussed above, net income and diluted earnings per share for fiscal year 2007 increased 37.7% and 46.3%, respectively, compared with fiscal year 2006. Diluted earnings per share was also positively impacted by the stock buyback program further discusseddownturn in the Liquidity and Capital Resources section below.global economy, among other facts.

              

      Liquidity and Capital Resources

      In summary, our cash flows were as follows:

       

       

      2008

       

      2007

       

      2006

       

      Cash flow provided by operating activities

       

      $

      4,160,100

       

      $

      28,025,800

       

      $

      3,317,800

       

      Cash flow used in investing activities

       

      (4,837,400

      )

      (8,684,700

      )

      (2,908,400

      )

      Cash flow used in financing activities

       

      (1,412,800

      )

      (17,451,700

      )

      (2,003,300

      )

      Net (decrease) increase in cash and cash equivalents

       

      $

      (2,090,100

      )

      $

      1,889,400

       

      $

      (1,593,900

      )

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      In fiscal year 2008, our cash inflow from operating activities was driven by net income, net of depreciation and amortization and non-cash stock compensation expense, as well as a significant increase in trade accounts payable, partially offset by significant increases in both account receivable and product inventory and a significant decrease in the accrual for payroll, benefits and taxes. The increase in accounts payable and inventory is largely a result of significant inventory purchases as we increased our stocked product offering, including wireless broadband products and phone accessories. Trade accounts receivable increased due to the timing of sales and collections. The accrual for payroll, benefits and taxes decreased primarily due to a significant decrease in bonus accruals in fiscal year 2008 as compared to fiscal year 2007.

              

      Cash flows usedCapital expenditures totaled $2.5 million in investing activities included capital expenditures, whichfiscal year 2008, primarily consisted of investmentrelated to investments in information technology. On July 2, 2007, we acquiredtechnology, as well as the net assets and businessacquisition of NetForce Solutions, Inc. (NetForce), a provider of technical and sales training solutions to wireless, telecommunications, and networking industries. The purchase included substantially all of the non-cash business assets for an initial cash payment of approximately $659,500 and additional potential cash earn-out payments of up to approximately $2.8 million over a four-year period, contingent onassociated with the achievement of certain earnings thresholds. For the period of July 2, 2007 through March 30, 2008, there was no accrual for additional earn-out payments, because applicable fiscal year 2008 targets were not met.

      On April 21, 2006, we acquired substantially all the non-cash net assetsacquisition of TerraWave Solutions, Ltd. and its commonly owned affiliate, GigaWave Technologies, Ltd. for an initial cash payment of approximately $3.9 million, and potential additional cash earn-out payments over a four-year period, contingent on the achievement of certain minimum earnings thresholds ($1.5 million of the $3.8 million cash amount paid at closing is a non-refundable prepayment against future earn-out payments, if earned, amortizable over the four-year period). To the extent that certain minimum earnings thresholds are not achieved over the remaining two years, we will not be able to recover the reminder of this prepayment ($750,000). The maximum amount of contingent future earn-out payments as of March 30, 2008 (after subtracting the $1.5 million prepayment) is $13.3 million. Contingent payments made under the terms of the purchase agreement are treated as an additional cost of the acquired businesses and additional goodwill has been and will continue to be recorded, if earnings targets are achieved. During fiscal year 2008, approximately $1.7 million in earn-out payments were made, based on the achievement of certain earnings thresholds in accordance with the terms of the purchase agreement. As of March 30, 2008, an additional $1.2 million in earn out payments had been accrued. This amount has since been paid in the first quarter of fiscal year 2009. In accordance with the acquisition agreement, all earn-out amounts are net of $375,000 (one quarter of the $1.5 million prepayment) of the non-refundable prepayment against future earn-out payments discussed above.

      Cash flows used in financing activities is primarily related to treasury stock purchases.        During fiscal year 2008, we purchased 346,107 shares of our outstanding common stock pursuant to our stock buyback program, compared with 1,043,813 shares purchased in fiscal year 2007. From the beginning of our stock buyback program (the first quarter of fiscal year 2004), through the end of fiscal year 2008, a total of 2,140,974 shares have been purchased under this program for approximately $28.3 million, or an average price of $13.20 per share. The Board of Directors has authorized the purchase of up to 2,395,567 shares in the aggregate, and therefore, 254,593 shares remained available to be purchased as of the end of fiscal year 2008. We expect to fund future purchases, if any, from working capital and/or our revolving credit facility. No timetable has been set for the completion or expiration of this program. We also purchase shares from our employees and directors from time to time to facilitate employees minimum federal and state tax withholdings related to vested performance stock units. For fiscal year 2008 and 2007 this totaled $1,406,400 and $2,500, respectively. Cash flow from financing activities was also impacted by a $3.4 million increase in our revolving credit facility to fund the increase in working capital discussed below.

      We have a term loan in the original principal amount of $4.5 million with Wachovia Bank, N.A. and SunTrust Bank that is payable in monthly installments of principal and interest with the balance due at maturity, June 30, 2011. The note bears interest at a floating rate of LIBOR plus 1.75%. The note is secured by a first position deed of trust encumbering the Company-owned real property in Hunt Valley, Maryland. The loan is subject to generally the same financial covenants

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      as our revolving credit facility, which, as discussed below, has recently been replaced with a new facility, the covenants under which also apply to the term loan. This loan had a balance of $3,675,000 as of March 30, 2008.

      On October 1, 2005, we entered into a receive variable/pay fixed interest rate swap on a total notional amount of $4.2 million with Wachovia Bank, N.A. to avoid the risks associated with fluctuating interest rates on our existing term bank loan discussed above, and to eliminate the variability in the cash outflow for interest payments. The interest rate swap agreement locks the interest rate for the outstanding principal balance of the loan at 6.38% through June 30, 2011. There was no payment due or received at inception of the swap. No hedge ineffectiveness will be recognized as the interest rate swap provisions match the applicable provisions of the term bank loan. This cash flow hedge qualified for hedge accounting using the short-cut method since the swap terms match the critical terms of the hedged debt.

      On May 31, 2007, we replaced our then existing $30 million revolving line of credit facility with a new $50 million revolving line of credit facility with SunTrust Bank and Wachovia Bank, N.A. The previous facility had been established in September 2003 and had a term expiring in September 2007, was unsecured and had provided for monthly payments of interest accruing at a LIBOR rate plus an applicable margin ranging from 1.5% to 2.0%. The new facility has a term expiring May 2010, with interest payable monthly at the LIBOR rate plus an applicable margin, which ranges from 1.25% to 2.75%. Like the replaced facility, borrowing availability under this new facility is determined in accordance with a borrowing base. This new facility includes financial covenants, including a minimum tangible net worth, minimum cash flow coverage of debt service, and a maximum funded debt to EBITDA ratio. These financial covenants also apply to a separate but related term loan secured by our Hunt Valley, Maryland facility. The terms applicable to the new revolving line of credit facility and term loan also limit our ability to engage in certain transactions or activities, including (but not limited to) investments and acquisitions, sales of assets, payment of dividends, issuance of additional debt and other matters. As of March 30, 2008, we had $46.6 million available on our revolving line of credit facility subject to the limitations imposed by the borrowing base and our continued compliance with the other applicable terms, including the covenants discussed above. At March 30, 2008, the principal balance of the outstanding term loan secured by our Hunt Valley facility was $3,675,000.

      Working capital increased to $36.7 million as of March 30, 2008, from $33.5 million as of April 1, 2007, primarily due to the increase in stocked inventory product offering and accounts receivable partially offset by increased accounts payable. Shareholders’ equity increased to $60.2 million as of March 30, 2008, from $57.2 million as of April 1, 2007, primarily due to increased retained earnings due to fiscal year 2008 net income and net increases in additional paid-in capital, partially offset by the repurchase of our stock in fiscal year 2007.

      We believe that our existing cash, payments from customers, and availability under our revolving line of credit facility will be sufficient to support our operations for at least the next twelve months. To minimize interest expense, our policy is to use excess available cash to pay down any balance on our revolving line of credit facility. We expect to meet short-term and long-term liquidity needs through operating cash flow, supplemented by our revolving credit facility. In doing so, the balance on our revolving credit facility could increase depending on our working capital and other cash needs. If we were to undertake an acquisition or other major capital purchases that require funds in excess of its existing sources of liquidity, we would look to sources of funding from additional credit facilities, debt and/or equity issuances. There can be no assurances that such additional future sources of funding would be available on terms acceptable to us, if at all.

      In fiscal year 2007, our cash inflow from operating activities was driven by net income, net of depreciation and amortization and non-stock compensation expense, as well as a significant decrease in product inventory and an increase in accrued expenses and other current liabilities. The decrease in product inventory was primarily due to our amended repair components relationship with Nokia. Under the relationship, we continue to manage marketing, sales and distribution of repair components for Nokia, and we continue to be the primary obligor to the respective customers, but now we maintain inventory on consignment. Accrued expense increased primarily due to increased accruals for our reward program and tax accruals.

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      Capital expenditures totaled $4.3 million in fiscal year 2007, primarily related to investments in information technology, as well as the acquisition of TerraWave Solutions, Ltd. and its commonly owned affiliate, Gigawave Technologies, Ltd. In fiscal year 2006, capital expenditures totaled $2.9 million, comprised primarily of investments in information technology.

      During fiscal year 2007, we purchased 1,043,813 shares of our outstanding common stock pursuant to our stock buyback program, compared with 200,700 shares purchased in fiscal year 2006.

      Critical Accounting Policies and Estimates

              

      Our discussion and analysis of our financial condition and results of our operations are based on our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amount of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities. Actual results may differ from these estimates under different assumptions or conditions.

              

      We have identified the policies below as critical to our business operations and the understanding of our results of operations:

      Revenue Recognition.We record revenuerevenues when 1) persuasive evidence of an arrangement exists, 2) delivery has occurred or services have been rendered, 3) our price to the buyer is fixed and determinable, and 4) collectibility is reasonably assured. Our revenue recognition policy includes evidence of arrangements for significant revenue transactions through either receipt of a customer purchase order or a web-based order. We record revenuerevenues when risk of loss has passed to the customer. In most cases, shipments are made using FOB shipping terms. For a small portion of our sales, we use FOB destination terms and record the revenue when the product is received by the customer. Our prices are generally fixed at the time of sale. Historically, there have not been any material concessions provided to or by customers, future discounts, or other incentives subsequent to a sale. We sell under normal commercial terms and, therefore, we only record salesrevenues on transactions where collectibilty is reasonably assured.


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      Because a large portion of our sales transactions meet the conditions set forth in Statement of Financial Accounting Standard (SFAS) No. 48, “Revenue"Revenue Recognition When Right of Return Exists," we recognize revenues from sales transactions containing sales returns provisions at the time of the sale. These conditions require that 1) our price be substantially fixed and determinable at the date of sale, 2) the buyer is obligated to pay us, and such obligation is not contingent on their resale of the product, 3) the buyer’sbuyer's obligation to us does not change in the event of theft or physical destruction or damage of the product, 4) the buyer has economic substance apart from us, 5) we do not have significant obligations for future performance to directly bring about resale of the product by the buyer, and 6) the amount of future returns can be reasonably estimated. Because our normal terms and conditions of sale are consistent with conditions 1-5 above, and we are able to perform condition 6, we make a reasonable estimate of product returns in sales transactions and accrue a sales return reserve based on this estimate.

              

      Our current and potential customers are continuing to look for ways to reduce their inventories and lower their total costs, including distribution, order taking and fulfillment costs, while still providing their customers excellent service. Some of these companies have turned to us to implement supply chain solutions, including purchasing inventory, assisting in demand forecasting, configuring, packaging, kitting and delivering products and managing customer and vendor relations, from order taking through cash collections. In performing these solutions, we assume varying levels of involvement in the transactions and varying levels of credit and inventory risk. As our solutions offerings continually evolve to meet the needs of our customers, we constantly evaluate our revenue accounting based on the guidance set forth in accounting standards generally accepted in the United States. When applying this guidance in accordance with Emerging Issues Task Force (EITF) No. 99-19, “Reporting"Reporting Revenue Gross as a Principal versus Net as an Agent," we look at the following indicators: whether we are the primary obligor in the transaction; whether we have general inventory risk; whether we have latitude in

      30



      establishing price; the extent to which we change the product or perform part of the service; whether we have responsibility for supplier selection; whether we are involved in the determination of product and service specifications; whether we have physical inventory risk; whether we have credit risk; and whether the amount we earn is fixed. Each of our customer relationships is independently evaluated based on the above guidance and revenue isrevenues are recorded on the appropriate basis. Based on a review of the factors above, in the majority of our sales relationships, we have concluded that we are the principal in the transaction and we record revenuerevenues based upon the gross amounts earned and booked. However, we do have certain relationships where we are not the principal and we record revenuerevenues on a net fee basis, regardless of amounts billed (less than 5% of our total revenue)revenues). If applying this revenue recognition guidance resulted in recording revenuerevenues on a different basis from which we have previously concluded, or if the factors above change significantly, revenues could increase or decrease; however, our gross profit and net income would remain constant.

      Allowance for Doubtful Accounts.We use estimates to determine the amount of the allowance for doubtful accounts necessary to reduce accounts receivable and unbilled receivables to their expected net realizable value. We estimate the amount of the required allowance by reviewing the status of past-due receivables and analyzing historical bad debt trends. Actual collection experience has not varied significantly from estimates, due primarily to credit policies, collection experience and our stability as it relates to our current customer base. Typical payments from commercial customers are due 30 days from the date of the invoice. We charge-off receivables deemed to be uncollectible to the allowance for doubtful accounts. Accounts receivable balances are not collateralized.

      Inventory Reserves.We establish inventory reserves for excess and obsolete inventory. We regularly review inventory to evaluate continued demand and identify any obsolete or excess quantities of inventory. We record a provision for the difference between excess and obsolete inventory and its estimated realizable value. Estimated realizable value is based on anticipated future product demand,


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      market conditions and liquidation values. Actual results differing from these projections could have a material effect on our results of operations.

      Impairment of Long-Lived and Indefinite-Lived Assets.Our Consolidated Balance Sheet includes goodwill of approximately $6.3$6.6 million (all related to our network infrastructure segment) and other indefinite lived intangible assets of $850,000. We perform annual impairment tests for goodwill and other indefinite lived assets on the first day of our fourth quarter. We also periodically evaluate our long-lived assets for potential impairment indicators. Our judgments regarding the existence of impairment indicators are based on estimated future cash flows, market conditions, operational performance and legal factors. The key assumptions used to determine the fair value of our goodwill reporting units include (a) a cash flow period; (b) a terminal value based on a growth rate; and (c) a discount rate, which is based on our weighted average cost of capital adjusted for risks associated with our operations. Future events, such as significant changes in cash flow assumptions, could cause us to conclude that impairment indicators exist and that the net book value of goodwill, long-lived assets or intangible assets are impaired. During the latter part of our fiscal year, our market capitalization was below book value. While we considered the market capitalization decline in our evaluation of fair value of goodwill, we determined it did not impact the overall goodwill impairment analysis as we believe the decline to be primarily attributed to the negative market conditions as a result of the credit crisis and the current economic recession. We will continue to monitor our market capitalization as a potential impairment indicator considering overall market conditions and specific industry events. Had the determination been made that the goodwill and other indefinite lived intangible assets were impaired, the value of these assets would have been reduced by an amount up to $7.2$7.4 million, resulting in a corresponding charge to operations.

              The methods of assessing fair value for reporting units with goodwill as well as for indefinite lived assets require significant judgments to be made by management, including future revenues, expenses, cash flows and discount rates. Changes in such estimates or the application of alternative assumptions could produce significantly different results.

      Classification of Expenses.Our cost of goods sold includes cost of products and freight from vendors to our distribution centers. Product management, distribution, purchasing, receiving/inspection, warehousing and corporate overhead costs are included in selling, general and administrative expenses. Accordingly, our gross margins may not be comparable to other entities that may include these costs in cost of goods sold.

      Income Taxes.Effective April 2, 2007, we adopted the Financial Accounting Standards Board (FASB) Interpretation No. 48 (FIN 48), “Accounting"Accounting for Uncertainty in Income Taxes – Taxes—An Interpretation of FASB Statement No. 109," which clarifies the accounting for uncertainty in income taxes recognized in an enterprise’senterprise's financial statements in accordance with FASB Statement No. 109, “Accounting"Accounting for Income Taxes." FIN 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 also provides guidance on derecognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition. As a result of the adoption, we recognized a $72,100 decrease in beginning retained earnings as of April 2, 2007. As of April 2, 2007,March 29, 2009, we had total grossnet unrecognized tax benefits of approximately $319,000,$650,100, all of which, if recognized, would favorably affect the effective income tax rate in future periods.

              

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      We recognize deferred tax assets and liabilities based on the differences between the financial statement carrying amounts and the tax bases of assets and liabilities. We regularly review our deferred tax assets for recoverability. This review is based on historical taxable income, projected future taxable income and the expected timing of the reversals of existing temporary differences. Based on this review, we have not established a valuation allowance. If we are unable to generate sufficient taxable income, or if there is a material change in the actual effective tax rates or time period within which the underlying temporary differences become taxable or deductible, we could be required to establish a


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      valuation allowance against all or a significant portion of our deferred tax assets, resulting in a substantial increase in our effective tax rate and a material adverse impact on our operating results.

      Stock-Based Compensation.Effective March 27, 2006, we adopted    We record stock compensation under SFAS No. 123R “Share-Based Payment,” using the modified prospective application transition method. Because the fair value recognition provisions of SFAS No. 123, “Accounting for Stock-Based Compensation,”"Share-Based Payment" which we had previously adopted effective March 29, 2004, and SFAS No. 123R are generally consistent with respect to our share-based payments (other than as described below), the adoption of SFAS No. 123R did not have a material impact on our financial position, results of operations or cash flows.

      SFAS No. 123R requires us to include in our calculation of periodic stock compensation expense an estimate of future forfeitures. Prior to fiscal year 2007, in accordance with SFAS No. 123, we only included forfeitures in our calculation of stock compensation expense when the awards were actually forfeited. The inclusion of estimated in lieu of actual forfeitures did not have a material impact on our financial position or results of operations for the year ended March 30, 2008. SFAS No. 123R also requires stock awards granted or modified after the adoption of SFAS No. 123R that include both performance conditions and graded vesting to be amortized overby an accelerated method. Prior tomethod rather than the adoption of SFAS No. 123R, benefits of tax deductions in excess of recognized compensation costs were reported as operating cash flows. SFAS No. 123R requires excess tax benefits be reported as a financing cash flow.straight-line method.

      Off-Balance Sheet Arrangements

              

      We have no material off-balance sheet arrangements.

      Recent Accounting Pronouncements

              

      In September 2006, the FASB issued FASB StatementSFAS No. 157, “Fair"Fair Value Measurements” (FASB 157), which provides guidance for usingMeasurements." SFAS No. 157 defines fair value, to measureestablishes a framework for measuring fair value, and expands disclosures about fair value measurements. Effective March 31, 2008, we adopted SFAS No. 157 for our financial assets and liabilities. The standard also responds to investors’ requests for expanded information about the extent to which companies measure assets and liabilities at fair value, the information used to measure fair value, and the effect of fair value measurements on earnings. The standard applies whenever other standards require (or permit) assets or liabilities to be measured at fair value. The standard does not expand the use of fair valueHowever, in any new circumstances. In February 2008, the FASB partially deferred the effective date of SFAS No. 157, foruntil fiscal years beginning after November 15, 2008 or in our case, the fiscal year beginning March 30, 2009, as it relates to certain non-financial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a nonrecurring basis until November 15, 2008. We will adopt FASBbasis. The adoption of SFAS No. 157 effective March 31, 2008. We dodid not believe that the new standard will have a material impact on our consolidated financial statements. See Note 15 to the Consolidated Financial Statements included in Item 8 to this Annual Report on Form 10-K for the fiscal year ended March 29, 2009 for further discussion of SFAS No. 157 and its impact on our consolidated financial statements.

              

      In February 2007, the FASB issued SFAS No. 159, “The"The Fair Value Option for Financial Assets and Financial Liabilities — Liabilities—Including an Amendment of FASB Statement No. 115." SFAS No. 159 permits an entity to measure many financial instruments and certain other items at fair value that are not currently required to be measured at fair value. Entities that elect the fair value option will report unrealized gains and losses in earnings at each subsequent reporting date. SFAS No. 159 is effective for fiscal years beginning after November 15, 2007. We will adoptadopted SFAS No. 159 effective as of March 31, 2008. We areAs we did not elect to apply the fair value option as described under SFAS No. 159 to any of our financial assets or liabilities which were not currently assessingrequired to be measured at fair value, the potential impact of the standard and doadoption did not believe that it will have a materialan impact on theour consolidated financial statements.

              

      In December 2007, the FASB issued SFAS No. 141(R), “Business"Business Combinations," which replaces SFAS No. 141. The standard retains the fundamental requirements of SFAS No. 141 that the acquisition method of accounting (labeled the purchase method under SFAS No. 141) be used for all business combinations and forthat an acquirer to be identified for each

      32



      business combination. SFAS No. 141(R) requires the assets, liabilities, noncontrolling interests, certain acquired contingencies and contingent considerationacquired during a business combination to be measured at their fair value as of the acquisition date. SFAS No. 141(R) is effective for fiscal years beginning on or after December 15, 2008. We will adopt SFAS No. 141(R) for any acquisition afteron March 30, 2009. The adoption of SFAS No. 141(R) will not impact the accounting for acquisitions made by the Company prior to March 30, 2009, however it will impact the accounting treatment of all acquisitions made after such date.

              In March 2008, the FASB issued SFAS No. 161, "Disclosures about Derivative Instruments and Hedging Activities—an amendment of FASB Statement No. 133." Under SFAS No. 161, entities are required to provide enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under FASB Statement No. 133 and its related interpretations, and (c) how derivative instruments and related hedged items affect an entity's financial position, financial performance and cash flows. The provisions of this statement are effective for periods beginning after November 15, 2008, and both early application and


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      comparative disclosures are encouraged. We do not believe the adoption of SFAS No. 161 will have a material impact on our consolidated financial statements.

              In May 2008, the FASB issued SFAS No. 162, "The Hierarchy of Generally Accepted Accounting Principles." This standard identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles. SFAS No. 162 is effective as of November 13, 2008. The adoption of SFAS No. 162 did not have an impact on our consolidated financial statements.

              In June 2008, the FASB issued FASB Staff Position No. 03-6-1, "Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities (FSP No. 03-6-1)." FSP No. 03-6-1 requires companies to treat unvested share-based payment awards that have non-forfeitable rights to dividend or dividend equivalents as participating securities. Therefore, these financial instruments must be included in calculating basic and diluted earnings per share under the two-class method described in SFAS No. 128, "Earnings Per Share." All prior period earnings per share data presented must be adjusted retrospectively upon adoption. FSP No. 03-6-1 will be effective for fiscal years beginning after December 15, 2008. Therefore, we are required to adopt FSP No. 03-6-1 on March 30, 2009. We currently have 105,000 awards that fall under the requirements of FSP No. 03-6-1, but we do not expect the adoption to have a material impact on our basic and diluted earnings per share calculations (impact on fiscal year 2009 basic earnings per share of approximately $0.04 and diluted earnings per share of approximately $0.03).

              In March 2009, the FASB unanimously voted for the FASB "Accounting Standards Codification" (the "Codification") to be effective beginning on July 1, 2009. Other than resolving certain minor inconsistencies in current United States Generally Accepted Accounting Principles ("GAAP"), the Codification is not supposed to change GAAP, but is intended to make it easier to find and research GAAP applicable to particular transactions or specific accounting issues. The Codification is a new structure which takes accounting pronouncements and organizes them by approximately ninety accounting topics. Once approved, the Codification will be the single source of authoritative U.S. GAAP. All guidance included in the Codification will be considered authoritative at that time, even guidance that comes from what is currently deemed to be a non-authoritative section of a standard. Once the Codification becomes effective, all non-grandfathered, non-SEC accounting literature not included in the Codification will become non-authoritative. We do not believe the adoption of the Codification will have a material impact on our consolidated financial statements.

      Forward-Looking Statements

              

      This Report contains a number of forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, all of which are based on current expectations. These forward-looking statements may generally be identified by the use of the words “may,” “will,” “believes,” “should,” “expects,” “anticipates,” “estimates,”"may," "will," "believes," "should," "expects," "anticipates," "estimates," and similar expressions. Our future results of operations and other forward-looking statements contained in this report involve a number of risks and uncertainties, including those described throughout this Annual Report on Form 10-K and in Item 1A above. For a variety of reasons, actual results may differ materially from those described in any such forward-looking statement. Consequently, the reader is cautioned to consider all forward-looking statements in light of the risks to which they are subject.

      Available Information

      Our Internet Web site address is: www.tessco.com.www.tessco.com. We make available free of charge through our Web site,Website, our annual reportAnnual Report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13 or 15(d) of the Exchange Act as soon as reasonably practicable after such documents are electronically filed with, or furnished to, the Securities and Exchange Commission. Also available on our Web siteWebsite is our Code of Business Conduct and Ethics. We have not incorporated herein by reference the information on our Web site,Website, and it should not be considered a part of this filing.


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      33



      Item 8.    Financial Statements and Supplementary Data.


      TESSCO TECHNOLOGIES INCORPORATED

      Consolidated Balance Sheets

       
       March 29, 2009 March 30, 2008 

      ASSETS

             

      Current assets:

             
        

      Cash and cash equivalents

       $599,800 $2,086,200 
        

      Trade accounts receivable, net of allowance for doubtful accounts of $1,874,700 and $1,200,700, respectively

        44,601,300  55,698,600 
        

      Product inventory

        36,540,400  49,057,300 
        

      Deferred tax assets

        4,366,700  4,048,800 
        

      Prepaid expenses and other current assets

        2,168,500  1,827,500 
            
         

      Total current assets

        88,276,700  112,718,400 

      Property and equipment, net

        21,566,900  22,233,600 

      Goodwill, net

        6,550,700  6,310,100 

      Other long-term assets

        2,258,300  2,536,500 
            
         

      Total assets

       $118,652,600 $143,798,600 
            

      LIABILITIES AND SHAREHOLDERS' EQUITY

             

      Current liabilities:

             
        

      Trade accounts payable

       $40,481,600 $64,433,400 
        

      Payroll, benefits and taxes

        6,494,400  3,014,400 
        

      Income and sales tax liabilities

        2,908,400  3,588,700 
        

      Accrued expenses and other current liabilities

        1,405,900  1,253,600 
        

      Revolving line of credit

          3,353,500 
        

      Current portion of long-term debt

        361,400  360,400 
            
         

      Total current liabilities

       ��51,651,700  76,004,000 

      Deferred tax liabilities

        2,416,000  2,189,300 

      Long-term debt, net of current portion

        3,481,700  3,842,600 

      Other long-term liabilities

        937,000  1,611,100 
            
         

      Total liabilities

        58,486,400  83,647,000 
            

      Shareholders' equity:

             
        

      Preferred stock, $0.01 par value, 500,000 shares authorized and no shares issued and outstanding

           
        

      Common stock, $0.01 par value, 15,000,000 shares authorized; 8,041,291 shares issued and 4,723,612 shares outstanding as of March 29, 2009, and 7,832,094 shares issued and 5,173,979 shares outstanding as of March 30, 2008

        80,100  78,200 
        

      Additional paid-in capital

        34,503,700  32,087,400 
        

      Treasury stock, at cost, 3,317,679 shares and 2,658,115 shares, respectively

        (42,155,700) (33,454,300)
        

      Retained earnings

        67,880,900  61,552,900 
       

      Accumulated other comprehensive loss

        (142,800) (112,600)
            
         

      Total shareholders' equity

        60,166,200  60,151,600 
            
         

      Total liabilities and shareholders' equity

       $118,652,600 $143,798,600 
            

       

       

      March 30, 2008

       

      April 1, 2007

       

      ASSETS

       

       

       

       

       

      Current assets:

       

       

       

       

       

      Cash and cash equivalents

       

      $

      2,086,200

       

      $

      4,176,300

       

      Trade accounts receivable, net of allowance for doubtful accounts of $1,200,700 and $910,400, respectively

       

      55,698,600

       

      44,859,600

       

      Product inventory

       

      49,057,300

       

      37,448,800

       

      Deferred tax assets

       

      4,048,800

       

      3,460,100

       

      Prepaid expenses and other current assets

       

      1,827,500

       

      1,959,500

       

      Total current assets

       

      112,718,400

       

      91,904,300

       

       

       

       

       

       

       

      Property and equipment, net

       

      22,233,600

       

      24,256,300

       

      Goodwill, net

       

      6,310,100

       

      5,008,300

       

      Other long-term assets

       

      2,536,500

       

      2,513,800

       

      Total assets

       

      $

      143,798,600

       

      $

      123,682,700

       

       

       

       

       

       

       

      LIABILITIES AND SHAREHOLDERS’ EQUITY

       

       

       

       

       

      Current liabilities:

       

       

       

       

       

      Trade accounts payable

       

      $

      64,433,400

       

      $

      47,257,700

       

      Payroll, benefits and taxes

       

      3,014,400

       

      6,658,500

       

      Income and sales tax liabilities

       

      3,588,700

       

      2,960,800

       

      Accrued expenses and other current liabilities

       

      1,253,600

       

      1,143,800

       

      Revolving line of credit

       

      3,353,500

       

       

      Current portion of long-term debt

       

      360,400

       

      356,200

       

      Total current liabilities

       

      76,004,000

       

      58,377,000

       

       

       

       

       

       

       

      Deferred tax liabilities

       

      2,189,300

       

      2,700,400

       

      Long-term debt, net of current portion

       

      3,842,600

       

      4,203,200

       

      Other long-term liabilities

       

      1,611,100

       

      1,250,800

       

      Total liabilities

       

      83,647,000

       

      66,531,400

       

      Commitments and contingencies

       

       

       

       

       

       

       

       

       

       

       

      Shareholders’ equity:

       

       

       

       

       

      Preferred stock, $0.01 par value, 500,000 shares authorized and no shares issued and outstanding

       

       

       

      Common stock, $0.01 par value, 15,000,000 shares authorized; 7,832,094 shares issued and 5,173,979 shares outstanding as of March 30, 2008, and 7,584,199 shares issued and 5,325,067 shares outstanding as of April 1, 2007

       

      78,200

       

      75,800

       

      Additional paid-in capital

       

      32,087,400

       

      27,463,700

       

      Treasury stock, at cost, 2,658,115 shares as of March 30, 2008, and 2,259,132 shares as of April 1, 2007

       

      (33,454,300

      )

      (27,216,200

      )

      Retained earnings

       

      61,552,900

       

      56,806,300

       

      Accumulated other comprehensive (loss) income

       

      (112,600

      )

      21,700

       

      Total shareholders’ equity

       

      60,151,600

       

      57,151,300

       

      Total liabilities and shareholders’ equity

       

      $

      143,798,600

       

      $

      123,682,700

       

      The accompanying Notes to the Consolidated Financial Statements are an integral part of these consolidated statements.


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      34



      TESSCO TECHNOLOGIES INCORPORATED

      Consolidated Statements of Income

       
       Fiscal Years Ended 
       
       March 29, 2009 March 30, 2008 April 1, 2007 

      Revenues

       $483,007,200 $520,968,200 $492,327,800 

      Cost of goods sold

        361,155,000  403,978,800  370,916,400 
              
       

      Gross profit

        121,852,200  116,989,400  121,411,400 

      Selling, general and administrative expenses

        110,656,400  108,875,700  109,208,800 
              
       

      Income from operations

        11,195,800  8,113,700  12,202,600 

      Interest expense, net

        664,300  574,100  879,400 
              
       

      Income before provision for income taxes

        10,531,500  7,539,600  11,323,200 

      Provision for income taxes

        4,203,500  2,720,900  4,281,100 
              
       

      Net income

       $6,328,000 $4,818,700 $7,042,100 
              

      Basic earnings per share

       $1.30 $0.92 $1.22 
              

      Diluted earnings per share

       $1.26 $0.88 $1.17 
              

      Basic weighted average shares outstanding

        4,883,500  5,264,100  5,753,900 
              

      Diluted weighted average shares outstanding

        5,035,500  5,463,400  6,016,000 
              

       

       

      Fiscal Years Ended

       

       

       

      March 30, 2008

       

      April 1, 2007

       

      March 26, 2006

       

       

       

       

       

       

       

       

       

      Revenues

       

      $

      520,968,200

       

      $

      492,327,800

       

      $

      477,329,300

       

      Cost of goods sold

       

      403,978,800

       

      370,916,400

       

      374,316,300

       

       

       

       

       

       

       

       

       

      Gross profit

       

      116,989,400

       

      121,411,400

       

      103,013,000

       

      Selling, general and administrative expenses

       

      108,875,700

       

      109,208,800

       

      94,268,800

       

       

       

       

       

       

       

       

       

      Income from operations

       

      8,113,700

       

      12,202,600

       

      8,744,200

       

       

       

       

       

       

       

       

       

      Interest expense, net

       

      574,100

       

      879,400

       

      358,500

       

       

       

       

       

       

       

       

       

      Income before provision for income taxes

       

      7,539,600

       

      11,323,200

       

      8,385,700

       

       

       

       

       

       

       

       

       

      Provision for income taxes

       

      2,720,900

       

      4,281,100

       

      3,270,500

       

       

       

       

       

       

       

       

       

      Net income

       

      $

      4,818,700

       

      $

      7,042,100

       

      $

      5,115,200

       

       

       

       

       

       

       

       

       

      Basic earnings per share

       

      $

      0.92

       

      $

      1.22

       

      $

      0.81

       

      Diluted earnings per share

       

      $

      0.88

       

      $

      1.17

       

      $

      0.80

       

      Basic weighted average shares outstanding

       

      5,264,100

       

      5,753,900

       

      6,296,700

       

      Diluted weighted average shares outstanding

       

      5,463,400

       

      6,016,000

       

      6,411,500

       

      The accompanying Notes to these Consolidated Financial Statements are an integral part of these consolidated statements.


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      35




      TESSCO TECHNOLOGIES INCORPORATED

      Consolidated Statements of Changes in Shareholders’Shareholders' Equity

       
       Common Stock  
        
        
       Accumulated
      Other
      Comprehensive
      Loss
        
       
       
       Additional
      Paid-in
      Capital
       Treasury
      Stock
       Retained
      Earnings
       Total
      Shareholders'
      Equity
       
       
       Shares Amount 

      Balance at March 26, 2006

        6,228,876 $49,600 $24,748,700 $(9,521,100)$49,764,200 $65,400 $65,106,800 
       

      Proceeds from issuance of stock

        125,119  8,200  430,100        438,300 
       

      Treasury stock purchases

        (1,043,813)     (17,695,100)     (17,695,100)
       

      Non-cash stock compensation expense

        14,885  18,000  2,037,300        2,055,300 
       

      Excess tax benefit from stock-based compensation

            247,600           247,600 
       

      Comprehensive Income:

                            
        

      Net income

                7,042,100    7,042,100 
        

      Other comprehensive los, net of tax

                  (43,700) (43,700)
                      

      Balance at April 1, 2007

        5,325,067  75,800  27,463,700  (27,216,200) 56,806,300  21,700  57,151,300 
       

      Cumulative effect of adoption of FASB Interpretation No. 48

                    (72,100)    (72,100)
       

      Proceeds from issuance of stock

        232,895  2,200  666,500        668,700 
       

      Treasury stock purchases

        (398,983)     (6,238,100)     (6,238,100)
       

      Non-cash stock compensation expense

        15,000  200  2,797,700        2,797,900 
       

      Excess tax benefit from stock-based compensation

            1,159,500        1,159,500 
       

      Comprehensive Income:

                            
        

      Net income

                4,818,700    4,818,700 
        

      Other comprehensive loss, net of tax

                  (134,300) (134,300)
                      

      Balance at March 30, 2008

        5,173,979  78,200  32,087,400  (33,454,300) 61,552,900  (112,600) 60,151,600 
       

      Proceeds from issuance of stock

        194,197  1,700  398,000        399,700 
       

      Treasury stock purchases

        (659,564)     (8,701,400)     (8,701,400)
       

      Non-cash stock compensation expense

        15,000  200  1,830,400        1,830,600 
       

      Excess tax benefit from stock-based compensation

            187,900        187,900 
       

      Comprehensive Income:

                            
        

      Net income

                6,328,000    6,328,000 
        

      Other comprehensive loss, net of tax

                  (30,200) (30,200)
                      

      Balance at March 29, 2009

        4,723,612 $80,100 $34,503,700 $(42,155,700)$67,880,900 $(142,800)$60,166,200 
                      

       

       

      Common Stock

       

      Additional
      Paid-in

       

      Treasury

       

      Retained

       

      Accumulated
      Other
      Comprehensive
      (Loss)

       

      Total
      Shareholders’

       

       

       

      Shares

       

      Amount

       

      Capital

       

      Stock

       

      Earnings

       

      Income

       

      Equity

       

      Balance at March 27, 2005

       

      6,316,752

       

      $

      48,900

       

      $

      23,578,600

       

      $

      (7,454,400

      )

      $

      44,649,000

       

      $

       

      $

      60,822,100

       

      Proceeds from issuance of stock

       

      112,824

       

      700

       

      424,100

       

       

       

       

      424,800

       

      Treasury stock purchase

       

      (200,700

      )

       

       

      (2,066,700

      )

       

       

      (2,066,700

      )

      Non-cash stock compensation expense

       

       

       

      746,000

       

       

       

       

      746,000

       

      Comprehensive Income:

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

      Net income

       

       

       

       

       

      5,115,200

       

       

      5,115,200

       

      Other comprehensive income, net of tax

       

       

       

       

       

       

      65,400

       

      65,400

       

      Balance at March 26, 2006

       

      6,228,876

       

      49,600

       

      24,748,700

       

      (9,521,100

      )

      49,764,200

       

      65,400

       

      65,106,800

       

      Proceeds from issuance of stock

       

      125,119

       

      8,200

       

      430,100

       

       

       

       

      438,300

       

      Treasury stock purchase

       

      (1,043,813

      )

       

       

      (17,695,100

      )

       

       

      (17,695,100

      )

      Non-cash stock compensation expense

       

      14,885

       

      18,000

       

      2,037,300

       

       

       

       

      2,055,300

       

      Excess tax benefit from stock-based compensation

       

       

       

      247,600

       

       

       

       

      247,600

       

      Comprehensive Income:

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

      Net income

       

       

       

       

       

      7,042,100

       

       

      7,042,100

       

      Other comprehensive (loss), net of tax

       

       

       

       

       

       

      (43,700

      )

      (43,700

      )

      Balance at April 1, 2007

       

      5,325,067

       

      75,800

       

      27,463,700

       

      (27,216,200

      )

      56,806,300

       

      21,700

       

      57,151,300

       

      Cumulative effect of adoption of FASB Interpretation No. 48

       

       

       

       

       

      (72,100

      )

       

      (72,100

      )

      Proceeds from issuance of stock

       

      232,895

       

      2,200

       

      666,500

       

       

       

       

      668,700

       

      Treasury stock purchase

       

      (398,983

      )

       

       

      (6,238,100

      )

       

       

      (6,238,100

      )

      Non-cash stock compensation expense

       

      15,000

       

      200

       

      2,797,700

       

       

       

       

      2,797,900

       

      Excess tax benefit from stock-based compensation

       

       

       

      1,159,500

       

       

       

       

      1,159,500

       

      Comprehensive Income:

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

      Net income

       

       

       

       

       

      4,818,700

       

       

      4,818,700

       

      Other comprehensive (loss), net of tax

       

       

       

       

       

       

      (134,300

      )

      (134,300

      )

      Balance at March 30, 2008

       

      5,173,979

       

      $

      78,200

       

      $

      32,087,400

       

      $

      (33,454,300

      )

      $

      61,552,900

       

      $

      (112,600

      )

      $

      60,151,600

       

      The accompanying Notes to these Consolidated Financial Statements are an integral part of these consolidated statements.


      Table of Contents

      36



      TESSCO TECHNOLOGIES INCORPORATED

      Consolidated Statements of Cash Flows

       
       Fiscal Years Ended 
       
       March 29, 2009 March 30, 2008 April 1, 2007 

      CASH FLOWS FROM OPERATING ACTIVITIES:

                
       

      Net income

       $6,328,000 $4,818,700 $7,042,100 
       

      Adjustments to reconcile net income to net cash
      provided by operating activities:

                
        

      Depreciation and amortization

        4,218,300  4,814,300  4,763,100 
        

      Gain on the sale of property and equipment

        (157,600)    
        

      Non-cash stock compensation expense

        1,830,600  2,797,900  2,055,300 
        

      Deferred income taxes and other

        (681,900) (798,000) (1,159,200)
        

      Change in trade accounts receivable

        11,097,300  (10,541,000) 402,400 
        

      Change in product inventory

        12,516,900  (11,608,500) 12,240,900 
        

      Change in prepaid expenses and other current assets

        44,900  132,000  (320,500)
        

      Change in trade accounts payable

        (22,883,400) 17,535,400  (22,300)
        

      Change in payroll, benefits and taxes

        3,480,000  (3,656,300) 1,412,900 
        

      Change in income and sales tax liabilities

        (1,066,200) 555,800  1,773,200 
        

      Change in accrued expenses and other current liabilities

        428,900  109,800  (162,100)
              
        

      Net cash provided by operating activities

        15,155,800  4,160,100  28,025,800 
              

      CASH FLOWS FROM INVESTING ACTIVITIES:

                
       

      Acquisition of property and equipment

        (3,449,400) (2,507,400) (4,251,400)
       

      Proceeds from sale of property and equipment

        220,000     
       

      Acquisition of business in purchase transaction

          (659,500) (3,933,300)
       

      Additional earn-out payments on acquired businesses

        (1,309,000) (1,670,500) (500,000)
              
        

      Net cash used in investing activities

        (4,538,400) (4,837,400) (8,684,700)
              

      CASH FLOWS FROM FINANCING ACTIVITIES:

                
       

      Net borrowings from revolving line of credit

        (3,353,500) 3,353,500   
       

      Payments on long-term debt

        (359,900) (356,400) (442,500)
       

      Proceeds from issuance of stock

        123,100  668,700  438,300 
       

      Purchases of treasury stock

        (8,701,400) (6,238,100) (17,695,100)
       

      Excess tax benefit from stock-based compensation

        187,900  1,159,500  247,600 
              
        

      Net cash used in financing activities

        (12,103,800) (1,412,800) (17,451,700)
              

      Net (decrease) increase in cash and cash equivalents

        
      (1,486,400

      )
       
      (2,090,100

      )
       
      1,889,400
       

      CASH AND CASH EQUIVALENTS, beginning of period

        
      2,086,200
        
      4,176,300
        
      2,286,900
       
              

      CASH AND CASH EQUIVALENTS, end of period

       
      $

      599,800
       
      $

      2,086,200
       
      $

      4,176,300
       
              

       

       

      Fiscal Years Ended

       

       

       

      March 30, 2008

       

      April 1, 2007

       

      March 26, 2006

       

       

       

       

       

       

       

       

       

      CASH FLOWS FROM OPERATING ACTIVITIES:

       

       

       

       

       

       

       

      Net income

       

      $

      4,818,700

       

      $

      7,042,100

       

      $

      5,115,200

       

      Adjustments to reconcile net income to net cash provided by operating activities:

       

       

       

       

       

       

       

      Depreciation and amortization

       

      4,814,300

       

      4,763,100

       

      4,498,700

       

      Non-cash stock compensation expense

       

      2,797,900

       

      2,055,300

       

      746,000

       

      Deferred income taxes and other

       

      (798,000

      )

      (1,159,200

      )

      (890,100

      )

      Change in trade accounts receivable

       

      (10,541,000

      )

      402,400

       

      17,330,900

       

      Change in product inventory

       

      (11,608,500

      )

      12,240,900

       

      13,216,900

       

      Change in prepaid expenses and other current assets

       

      132,000

       

      (320,500

      )

      29,200

       

      Change in trade accounts payable

       

      17,535,400

       

      (22,300

      )

      (37,634,000

      )

      Change in payroll, benefits and taxes

       

      (3,656,300

      )

      1,412,900

       

      777,500

       

      Change in income and sales tax liabilities

       

      555,800

       

      1,773,200

       

      525,300

       

      Change in accrued expenses and other current liabilities

       

      109,800

       

      (162,100

      )

      (397,800

      )

      Net cash provided by operating activities

       

      4,160,100

       

      28,025,800

       

      3,317,800

       

       

       

       

       

       

       

       

       

      CASH FLOWS FROM INVESTING ACTIVITIES:

       

       

       

       

       

       

       

      Acquisition of property and equipment

       

      (2,507,400

      )

      (4,251,400

      )

      (2,908,400

      )

      Acquisition of business in purchase transaction

       

      (2,330,000

      )

      (4,433,300

      )

       

      Net cash used in investing activities

       

      (4,837,400

      )

      (8,684,700

      )

      (2,908,400

      )

       

       

       

       

       

       

       

       

      CASH FLOWS FROM FINANCING ACTIVITIES:

       

       

       

       

       

       

       

      Net borrowings from revolving line of credit

       

      3,353,500

       

       

       

      Payments on long-term debt

       

      (356,400

      )

      (442,500

      )

      (361,400

      )

      Proceeds from issuance of stock

       

      668,700

       

      438,300

       

      424,800

       

      Purchase of treasury stock

       

      (6,238,100

      )

      (17,695,100

      )

      (2,066,700

      )

      Excess tax benefit from stock-based compensation

       

      1,159,500

       

      247,600

       

       

      Net cash used in financing activities

       

      (1,412,800

      )

      (17,451,700

      )

      (2,003,300

      )

       

       

       

       

       

       

       

       

      Net (decrease) increase in cash and cash equivalents

       

      (2,090,100

      )

      1,889,400

       

      (1,593,900

      )

       

       

       

       

       

       

       

       

      CASH AND CASH EQUIVALENTS, beginning of period

       

      4,176,300

       

      2,286,900

       

      3,880,800

       

       

       

       

       

       

       

       

       

      CASH AND CASH EQUIVALENTS, end of period

       

      $

      2,086,200

       

      $

      4,176,300

       

      $

      2,286,900

       

      The accompanying Notes to the Consolidated Financial Statements are an integral part of these consolidated statements.


      Table of Contents

      37



      Notes to Consolidated Financial Statements

      Note 1. Organization

              

      TESSCO Technologies Incorporated, a Delaware corporation (TESSCO, we, or the Company), is a leading provider of integrated product and supply chain solutions to the professionals that design, build, run, maintain and use wireless, mobile, fixed and in-building systems. The Company provides marketing and sales services, knowledge and supply chain management, product-solution delivery and control systems utilizing extensive Internet and information technology. Approximately 96% of the Company’sCompany's sales are made to customers in the United States. The Company takes orders in several ways, including phone, fax, online and through electronic data interchange. Over 99% of the Company's sales are made in United States Dollars.

      Note 2. Summary of Significant Accounting Policies

      Principles of Consolidation

              

      The Consolidated Financial Statements include the accounts of the Company and its wholly-owned subsidiaries. Significant intercompany accounts and transactions have been eliminated in consolidation.

      Fiscal Year

              

      The Company’sCompany's fiscal year is the 52 or 53 weeks ending on the Sunday falling on or between March 26 and April 1 to allow the financial year to better reflect the Company’sCompany's natural weekly accounting and business cycle. The fiscal yearyears ended March 29, 2009 and March 30, 2008 contained 52 weeks and the fiscal year ended April 1, 2007 contained 53 weeks and fiscal year ended March 26, 2006 contained 52 weeks.

      Cash and Cash Equivalents

              

      Cash and cash equivalents include cash and highly liquid investments with an original maturity of 90 days or less.

      Allowance for Doubtful Accounts

              

      The Company uses estimates to determine the amount of the allowance for doubtful accounts necessary to reduce accounts receivable and unbilled receivables to their expected net realizable value. The Company estimates the amount of the required allowance by reviewing the status of past-due receivables and analyzing historical bad debt trends.trends and current economic conditions. Actual collection experience has not varied significantly from estimates, due primarily to credit policies, collection experience and the Company’sCompany's stability as it relates to its current customer base. Typical payments from a large majority of commercial customers are due 30 days from the date of the invoice. The Company charges-off receivables deemed to be uncollectible to the allowance for doubtful accounts. Accounts receivable balances are not collateralized.

      Product Inventory

              

      Product inventory, consisting entirelyprimarily of finished goods, is stated at the lower of cost or market, cost being determined on the first-in, first-out (“FIFO”("FIFO") method and includes certain charges directly and indirectly incurred in bringing product inventories to the point of sale. Inventory is written down for estimated obsolescence equal to the difference between the cost of inventory and the estimated market value, based upon specifically known inventory-related risks (such as technological obsolescence and the nature of vendor terms surrounding price protection and product returns), and assumptions


      Table of Contents


      Notes to Consolidated Financial Statements (Continued)

      Note 2. Summary of Significant Accounting Policies (Continued)


      about future demand. At fiscal year end 20082009 and 2007,2008, the Company has recorded a reserve for excess and/or obsolete inventory of $2,655,600$2,681,100 and $2,984,100$2,655,600, respectively.

      38



      Notes to Consolidated Financial Statements

      Property and Equipment

              

      Property and equipment is stated at cost. Depreciation is recorded using the straight-line method over the estimated useful lives of the assets as follows:


      Useful lives

      Information technology equipment and software

      1-5 years

      Configuration, Fulfillment and Delivery technology system

      7 years

      Furniture, telephone system, equipment and tooling

      3-10 years

      Building, building improvements and leasehold improvements

      2-40 years

              

      The Configuration, Fulfillment and Delivery (CFD) technology system, which was initially implemented during fiscal year 2005, is a major automated materials-handling system that is integrated with the Company’sCompany's product planning and procurement system. The Company believes this CFD system has an estimated useful life that is longer than its other software assets, and thus, is depreciating the system over a seven-year life.

              

      The Company capitalizes computer software costs that meet both the definition of internal-use software and defined criteria for capitalization in accordance with American Institute of Certified Public Accountants Statement of Position No. 98-1, “Accounting"Accounting for the Cost of Computer Software Developed or Obtained for Internal Use."

              

      Leasehold improvements are amortized over the shorter of their useful lives or the remaining lease term.

      Impairment of Long-Lived Assets

              

      Long-lived assets, including amortizable intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or group of assets may not be fully recoverable. These events or changes in circumstances may include a significant deterioration of operating results, changes in business plans, or changes in anticipated future cash flows. If an impairment indicator is present, the Company evaluates recoverability by a comparison of the carrying amount of the assets to future undiscounted net cash flows expected to be generated by the assets. Assets are grouped at the lowest level for which there are identifiable cash flows that are largely independent of the cash flows generated by other asset groups. If the assets are impaired, the impairment recognized is measured by the amount by which the carrying amount exceeds the fair value of the assets. Fair value is generally determined by estimates of discounted cash flows. The discount rate used in any estimate of discounted cash flows would be the rate required for a similar investment of like risk.

              

      Assets to be disposed of are reported at the lower of carrying value or fair values, less estimated costs of disposal.

      Goodwill and Other Intangible Assets

              

      Goodwill represents the excess of the purchase price in a business combination over the fair value of net tangible and intangible assets acquired. Goodwill amounts and indefinite lived intangible assets


      Table of Contents


      Notes to Consolidated Financial Statements (Continued)

      Note 2. Summary of Significant Accounting Policies (Continued)


      are not amortized, but rather are tested for impairment at least annually or whenever an impairment indicator is identified. The Company performs its annual impairment test on the first day of its fourth quarter. Intangible assets that are not considered to have an indefinite useful life are amortized over their useful life of 4 to 6 years using the straight-line method. Intangible assets other than goodwill are recorded within other long termlong-term assets in the Company’s consolidated balance sheets.Company's Consolidated Balance Sheets. The goodwill impairment test involves a two-step approach. Under the first step, the Company determines the fair value of each reporting unit to which goodwill has been assigned. The Company then compares the fair value of each reporting unit to its carrying value, including goodwill. The Company estimates the fair value of each reporting unit by estimatingusing various valuation techniques, with the primary technique being a discounted cash flow or income approach, under which the Company estimates the present value of the reporting unit’sunit's future cash flows. Key assumptions used to determine the present value of a reporting unit's future cash flows in fiscal year 2009 include (a) a cash flow period; (b) a terminal value based on a growth rate; and (c) a discount rate, which is based on the Company's weighted average cost of capital adjusted for risks associated with our operations. If the fair value exceeds the carrying value, no impairment loss is recognized. If the carrying value exceeds the fair value, the goodwill of the reporting unit is considered potentially impaired and the second step is completed in order to measure the impairment loss.

      39



      Notes to Consolidated Financial Statements

      Under the second step, the Company calculates the implied fair value of goodwill by deducting the fair value of all tangible and intangible net assets, including any unrecognized intangible assets, of the reporting unit from the fair value of the reporting unit as determined in the first step. The Company then compares the implied fair value of goodwill to the carrying value of goodwill. If the implied fair value of goodwill is less than the carrying value of goodwill, the Company recognizes an impairment loss equal to the difference.

              

      The indefinite lived intangible asset impairment test requires the determination of the fair value of the intangible asset. If the fair value of the intangible asset is less than its carrying value, an impairment loss is recognized for an amount equal to the difference. The intangible asset is then carried at its new fair value. Fair value is determined using estimates of discounted cash flows. These estimates of discounted cash flows will likely change over time as impairment tests are performed. Estimates of fair value are also adversely affected by increases in interest rates and the applicable discount rate. Based on the Company’sCompany's impairment testing performed, the Company did not recognize an impairment loss on goodwill or other indefinite lived intangible assets in fiscal yearyears 2009, 2008 2007 or 2006.2007.

              The methods of assessing fair value for reporting units with goodwill as well as for indefinite lived assets require significant judgments to be made by management, including future revenues, expenses, cash flows and discount rates. Changes in such estimates or the application of alternative assumptions could produce significantly different results.

      Revenue Recognition

              

      The Company records revenuerevenues when 1) persuasive evidence of an arrangement exists, 2) delivery has occurred or services have been rendered, 3) price to the buyer is fixed and determinable, and 4) collectibility is reasonably assured. The Company’sCompany's revenue recognition policy includes evidence of arrangements for significant revenue transactions through either receipt of a customer purchase order or a web-based order. The Company records revenuerevenues when risk of loss has passed to the customer. In most cases, shipments are made using FOB shipping terms. FOB destination terms are used for a small portion of sales, and revenue for these sales is recorded when the product is received by the customer. Prices are always fixed at the time of sale. Historically, there have not been any material concessions


      Table of Contents


      Notes to Consolidated Financial Statements (Continued)

      Note 2. Summary of Significant Accounting Policies (Continued)


      provided to or by customers, future discounts, or other incentives subsequent to a sale. The Company sells under normal commercial terms and, therefore, only records sales on transactions where collectibilty is reasonably assured. The Company recognizes salesrevenues net of sales tax.

              

      Because the Company’sCompany's sales transactions meet the conditions set forth in Statement of Financial Accounting Standard (SFAS) No. 48, “Revenue"Revenue Recognition When Right of Return Exists," it recognizes revenues from sales transactions containing sales returns provisions at the time of the sale. These conditions require that 1) the price be substantially fixed and determinable at the date of sale, 2) the buyer is obligated to pay, and is not contingent on their resale of the product, 3) the buyer’sbuyer's obligation to the Company does not change in the event of theft or physical destruction or damage of the product, 4) the buyer has economic substance apart from the Company, 5) the Company does not have significant obligations for future performance to directly bring about resale of the product by the buyer, and 6) the amount of future returns can be reasonably estimated. Because the Company’sCompany's normal terms and conditions of sale are consistent with conditions 1-5 above, and the Company is able to perform condition 6, it makes a reasonable estimate of product returns in sales transactions and accrues a sales return reserve based on this estimate.

              

      Certain companies have turned to TESSCO to implement supply chain solutions, including purchasing inventory, assisting in demand forecasting, configuring, packaging, kitting and delivering products and managing customer and vendor relations, from order taking through cash collections. In performing these solutions, the Company assumes varying levels of involvement in the transactions and varying levels of credit and inventory risk. As the Company’sCompany's solutions offerings continually evolve to meet the needs of its customers, the Company constantly evaluates its revenue accounting based on the guidance set forth in accounting standards generally accepted in the United States. When applying this guidance in accordance with Emerging Issues Task Force (EITF) No. 99-19, “Reporting"Reporting Revenue Gross as a Principal versus Net as an Agent," the Company looks at the following indicators: whether it is the primary obligor in the transaction; whether it has general inventory risk; whether it has latitude in establishing price; the extent to which it changes the product or performs part of the service; whether it has responsibility for supplier selection; whether it is involved in the determination of product and service specifications; whether it has physical inventory risk; whether it has credit risk; and whether the amount it earns is fixed. Each of the Company’sCompany's customer relationships is independently evaluated based on the above guidance and revenue isrevenues are recorded on the appropriate basis.

      40



      Notes to Consolidated Financial Statements

      Based on a review of the factors above, in the majority of the Company’sCompany's sales relationships, the Company has concluded that it is the principal in the transaction and records revenuerevenues based upon the gross amounts earned and booked. However, the Company has several smaller relationships where it is not the principal and records revenuerevenues on a net fee basis, regardless of amounts billed (less than 5% of total revenue)revenues). If applying this revenue recognition guidance resulted in recording revenuerevenues on a different basis from which the Company has previously concluded, or if the factors above change significantly, revenues could increase or decrease; however, gross profit and net income would remain constant.

              

      Service revenue associated with training and other services is recognized when the training or work is complete and the four criteria discussed above have been met. Service revenues have represented less than 10% of total net salesrevenues for fiscal years 2009, 2008 2007 and 2006.2007.

              

      Other than subscriber accessory sales relating to the Company’sCompany's private brand, Wireless Solutions®, TESSCO offersbrands, we offer no product warranties in excess of original equipment manufacturers’manufacturers' warranties. The Company’sCompany's warranty expense is estimated and accrued at the time of sale. Warranty expense was immaterial for the fiscal years 2009, 2008 2007 and 2006.2007.


      Table of Contents


      Notes to Consolidated Financial Statements (Continued)

      Note 2. Summary of Significant Accounting Policies (Continued)

      Vendor Programs

              

      Vendor Programs

      Funds received from vendors for price protection, product rebates and marketing/promotion are recorded to revenue, cost of goods sold or selling, general and administrative expenses in the Consolidated Statements of Income depending on the nature of the program. The Company accrues rebates or vendor incentives as earned based on the contractual terms with the vendor.

      Classification of Expenses

              

      Cost of goods sold includes cost of products and freight from vendors to our distribution centers. Product management, distribution, purchasing, receiving/inspection, warehousing and corporate overhead costs are included in selling, general and administrative expenses.

      Shipping and Handling Costs

              

      Shipping and handling costs are included in selling, general and administrative expenses in the Consolidated Statements of Income and totaled $13,801,900, $16,226,700, and $17,392,600 and $20,916,500 for the fiscal years ended March 29, 2009, March 30, 2008 and April 1, 2007, and March 26, 2006, respectively.

      Advertising Costs

              

      The Company expenses the production costs of advertising the first time the advertising takes place, except for the cost of direct-response advertising, primarily catalog production costs, which are capitalized and amortized over their expected period of future benefits (i.e., the life of the catalog, generally less than one year)year or less). Direct catalog production costs included in prepaid and other assets totaled $719,300 at March 29, 2009 and $629,600 at March 30, 2008 and $798,700 at April 1, 2007.2008. The Company tracks orders and revenue directly sourced from its catalog. Total advertising and marketing expense was $794,800, $1,474,200 $2,046,400 and $838,400$2,046,400 for fiscal years 2009, 2008 2007 and 2006,2007, respectively.

      Stock Compensation Awards Granted to Team Members

              

      Effective March 27, 2006, theThe Company adoptedrecords stock compensation awards under SFAS No. 123R, “Share-Based Payment,” using the modified prospective transition method. Because the fair value recognition provisions of SFAS No. 123, “Accounting for Stock-Based Compensation,”"Share-Based Payment", which the Company had previously adopted effective March 29, 2004, and SFAS No. 123R are generally consistent with respect to the Company’s share-based payments (other than as described below), the adoption of SFAS No. 123R did not have a material impact on the financial position, results of operations or cash flows.

      41



      Notes to Consolidated Financial Statements

      SFAS No. 123R requires the Company to include in its calculation of periodic stock compensation expense an estimate of future forfeitures.  Prior to fiscal year 2007, in accordance with SFAS No. 123, the Company only included forfeitures in its calculation of stock compensation expense when the awards were actually forfeited.  The inclusion of estimated in lieu of actual forfeitures did not have a material impact on our financial position or results of operations for the year ended April 1, 2007. SFAS No. 123R also requires stock awards granted or modified after the adoption of SFAS No. 123R that include both performance conditions and graded vesting to be amortized overby an accelerated method. Prior tomethod rather than the adoption of SFAS No. 123R, benefits of tax deductions in excess of recognized compensation costs were reported as operating cash flows. SFAS No. 123R requires excess tax benefits be reported as a financing cash flow.straight-line method.

      Income Taxes

              

      Income Taxes

      The Company accounts for income taxes under the provisions of SFAS No. 109, “Accounting"Accounting for Income Taxes." Under the asset and liability method of SFAS No. 109, deferred income tax assets and liabilities arise from differences between the tax basis of assets or liabilities and their reported amounts in the financial statements. Deferred tax balances are determined by using the tax rate expected to be in effect when the taxes are paid or refunds received. A valuation allowance related to deferred tax assets is recorded when it is more likely than not that some portion or all of the deferred tax assets will not be realized.

              

      In June 2006, the Financial Accounting Standards Board (FASB) issued FASB issued FINInterpretation No. 48 “Accounting(FIN 48), "Accounting for Uncertainty in Income Taxes – Taxes—An Interpretation of FASB Statement No. 109," which clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s enterprise's


      Table of Contents


      Notes to Consolidated Financial Statements (Continued)

      Note 2. Summary of Significant Accounting Policies (Continued)


      financial statements in accordance with FASB Statement No. 109, “Accounting"Accounting for Income Taxes." FIN 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 also provides guidance on de-recognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition. The Company adopted FIN 48 effective as of April 2, 2007. As a result of the adoption, the Company recognized a $72,100 decrease in beginning retained earnings as of April 2, 2007. As of April 2, 2007, the Company had total gross unrecognized tax benefits of approximately $319,000, all of which, if recognized, would favorably affect the effective income tax rate in future periods.  See Note 1211 for further discussion of FIN 48 and its impact on the Company’sCompany's consolidated financial statements.

      Use of Estimates

              

      The preparation of financial statements in conformity with U.S. generally accepted accounting principles (GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, the Company reviews and evaluates its estimates and assumptions, including but not limited to, those that relate to tax reserves, stock-based compensation, health insurance accruals, accounts receivable reserves, inventory reserves and future cash flows associated with impairment testing for goodwill and other long-lived assets. Actual results could significantly differ from those estimates.

      Impact of Recently Issued Accounting Standards

              

      In September 2006, the FASB issued SFAS No. 157, “Fair"Fair Value Measurements," which provides guidance for using fair value to measure assets and liabilities. The standard also responds to investors’investors' requests for expanded information about the extent to which companies measure assets and liabilities at fair value, the information used to measure fair value, and the effect of fair value measurements on earnings. The standard applies whenever other standards require (or permit) assets or liabilities to be measured at fair value. The standard does not expand the use of fair value in any new circumstances. In February 2008, the FASB partially deferred the effective date of SFAS No. 157 for certain non-financial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a nonrecurring basis until fiscal years beginning after November 15, 2008.2008 or in the Company's case, the fiscal year beginning March 30, 2009. The Company will adoptadopted SFAS No. 157 for its financial assets and liabilities effective as of March 31, 2008.2008, and has elected to defer its adoption for non-financial assets and liabilities until fiscal year 2010. The Company doesadoption of SFAS No. 157 did not believe that the new standard will have a material impact on the Company's consolidated financial statements. See Note 15 for further discussion of SFAS No. 157 and its impact on the Company's consolidated financial statements.

              

      In February 2007, the FASB issued SFAS No. 159, “The"The Fair Value Option for Financial Assets and Financial Liabilities – Liabilities—Including an Amendment of FASB Statement No. 115." SFAS No. 159 permits an entity to measure many

      42



      Notes to Consolidated Financial Statements

      financial instruments and certain other items at fair value that are not currently required to be measured at fair value. Entities that elect the fair value option will report unrealized gains and losses in earnings at each subsequent reporting date. SFAS No. 159 is effective for fiscal years beginning after November 15, 2007. The Company will adoptadopted SFAS No. 159 effective as of March 31, 2008. TheAs the Company isdid not elect to apply the fair value option as described under SFAS No. 159 to any of its financial assets or liabilities which were not currently assessingrequired to be measured at fair value, the potential impactadoption of the standard and doesSFAS No. 159 did not believe that it will have a materialan impact on itsthe Company's consolidated financial statements.


      Table of Contents


      Notes to Consolidated Financial Statements (Continued)

      Note 2. Summary of Significant Accounting Policies (Continued)

              

      In December 2007, the FASB issued SFAS No. 141(R), “Business"Business Combinations," which replaces SFAS No. 141. The standard retains the fundamental requirements of SFAS No. 141 that the acquisition method of accounting (labeled the purchase method under SFAS No. 141) be used for all business combinations and forthat an acquirer to be identified for each business combination. SFAS No. 141(R) requires the assets, liabilities, noncontrolling interests, certain acquired contingencies and contingent consideration acquired during a business combination to be measured at their fair value as of the acquisition date. SFAS No. 141(R) is effective for fiscal years beginning on or after December 15, 2008. The Company will adopt SFAS No. 141(R) on March 30, 2009 for any acquisitionacquisitions made subsequent to that date. The adoption of SFAS No. 141(R) will not impact the accounting for acquisitions made by the Company prior to March 30, 2009, however it will impact the accounting treatment of all acquisitions made after such date.

              In March 2008, the FASB issued SFAS No. 161, "Disclosures about Derivative Instruments and Hedging Activities—an amendment of FASB Statement No. 133." Under SFAS No. 161, entities are required to provide enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under FASB Statement No. 133 and its related interpretations, and (c) how derivative instruments and related hedged items affect an entity's financial position, financial performance and cash flows. The provisions of this statement are effective for periods beginning after November 15, 2008, and both early application and comparative disclosures are encouraged. The Company does not believe that the adoption of SFAS No. 161 will have a material impact on the Company's consolidated financial statements.

              In May 2008, the FASB issued SFAS No. 162, "The Hierarchy of Generally Accepted Accounting Principles." This standard identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles. SFAS No. 162 is effective as of November 13, 2008. The adoption of SFAS No. 162 did not have an impact on the Company's consolidated financial statements.

              In June 2008, the FASB issued FASB Staff Position No. 03-6-1, "Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities (FSP No. 03-6-1)." FSP No. 03-6-1 requires companies to treat unvested share-based payment awards that have non-forfeitable rights to dividend or dividend equivalents as participating securities. Therefore, these financial instruments must be included in calculating basic and diluted earnings per share under the two-class method described in SFAS No. 128, "Earnings Per Share." All prior period earnings per share data presented must be adjusted retrospectively upon adoption. FSP No. 03-6-1 will be effective for fiscal years beginning after December 15, 2008. Therefore, the company is required to adopt FSP No. 03-6-1 on March 30, 2009.

      Note 3. Stock Split Effected in The Company currently has 105,000 awards that fall under the Formrequirements of FSP No. 03-6-1, but does not expect the adoption to have a Dividend

      On November 29, 2006, the Company issued a stock dividend in order to effect a three-for-two stock split of the Company’s common stock.  All sharematerial impact on its basic and diluted earnings per share numbers priorcalculations (impact on fiscal year 2009 basic earnings per share of approximately $0.04 and diluted earnings per share of approximately $0.03).

              In March 2009, the FASB unanimously voted for the FASB "Accounting Standards Codification" (the "Codification") to be effective beginning on July 1, 2009. Other than resolving certain minor inconsistencies in current United States Generally Accepted Accounting Principles ("GAAP"), the November 29, 2006 stock split (including without limitation all shareCodification is not supposed to change GAAP, but is intended to make it easier to find and share-related numbersresearch GAAP applicable to particular transactions or specific accounting issues. The Codification is a new structure which takes accounting pronouncements and organizes them by approximately ninety


      Table of Contents


      Notes to Consolidated Financial Statements (Continued)

      Note 2. Summary of Significant Accounting Policies (Continued)


      accounting topics. Once approved, the Codification will be the single source of authoritative U.S. GAAP. All guidance included in Notes 11, 14 and 15 below)the Codification will be considered authoritative at that time, even guidance that comes from what is currently deemed to be a non-authoritative section of a standard. Once the Codification becomes effective, all non-grandfathered, non-SEC accounting literature not included in the Codification will become non-authoritative. The Company does not believe the adoption of the Codification will have been retroactively restated to reflecta material impact on the stock dividend for all periods presented.  The number of authorized shares of common stock remains at 15 million.Company's consolidated financial statements.

      Note 3. Acquisitions

              

      Note 4. Acquisitions

      On July 2, 2007, the Company acquired the net assets and business of NetForce Solutions, Inc. (NetForce), a provider of technical and sales training solutions to wireless, telecommunications, and networking industries in order to further expand the Company’sCompany's training offering. The purchase included substantially all of the non-cash business assets for an initiala cash payment of $659,500 and potential additional cash earn-out payments of up to approximately $2.8 million over a four-year period, contingent on the achievement of certain minimum earnings thresholds.$659,500. The unaudited revenues earned by NetForce for calendar year 2006, prior to the acquisition, amounted to less than 1 percent of the amount of the Company’sCompany's total revenue for fiscal year 2007.

              

      The Company has included the financial results of NetForce in its consolidated financial statements beginning July 2, 2007 (Acquisition Date)(the acquisition date). Pro forma results have not been presented as the impact of the acquisition is not material and did not involve a significant amount of assets. This business is included in the installation, test and maintenance segment.

              

      For the period of July 2, 2007 through March 30, 2008, no additional earn-out has been accrued, because the applicable annual fiscal year 2008 earnings targets have not been met as of March 30, 2008.

      This acquisition has been accounted for as a business combination in accordance with SFAS No. 141, “Business"Business Combinations." Under business combination accounting, the total purchase price was allocated to Netforce’sNetForce's net tangible and identifiable intangible assets based on their estimated fair values as of July 2, 2007. The initial purchase price was allocated as set forth below:

      Trade accounts receivable

       $298,000 

      Identifiable intangible assets

        293,700 

      Fixed assets

        89,000 

      Trade accounts payable

        (9,000)

      Accrued expenses

        (12,200)
          

      Total purchase price

       $659,500 
          

              

      Trade accounts receivable

       

      $

      298,000

       

      Identifiable intangible assets

       

      293,700

       

      Fixed assets

       

      89,000

       

      Trade accounts payable

       

      (9,000

      )

      Accrued expenses

       

      (12,200

      )

      Total purchase price

       

      $

      659,500

       

      43



      Notes to Consolidated Financial Statements

      In performing its purchase price allocation, the Company considered, among other factors, its intention for future use of acquired assets, analyses of historical financial performance and estimates of future performance of Netforce.NetForce. As part of the purchase price allocation, the Company identified two intangible assets, the customer contacts which were estimated to have an approximate fair value of $206,100 and an estimated useful life of six years and covenants not to compete which were estimated to have an approximate fair value of $87,600 and an estimated useful life of six years.

              

      On April 21, 2006, the Company acquired substantially all the non-cash net assets of TerraWave Solutions, Ltd. (TerraWave) and its commonly owned affiliate, GigaWave Technologies, Ltd. (GigaWave) for an initial cash payment of approximately $3.9 million, and potential additional cash earn-out paymentspayment obligations accruing over a four-year period, contingent on the achievement by the TerraWave/GigaWave business unit post-acquisition of certain minimum earnings thresholds ($1.5 million ofthresholds. Of the $3.8$3.9 million cash amount paid at closing, is$1.5 million was a non-refundable prepayment against future earn-out payments, if earned,obligations, amortizable over the four-year period).period. To the extent that certainthe minimum earnings


      Table of Contents


      Notes to Consolidated Financial Statements (Continued)

      Note 3. Acquisitions (Continued)


      thresholds are not achieved over the remainder of the four-year period, the Company will not be able to recoverapply this prepayment ($750,000 remains unearned at March 30, 2008)29, 2009). The maximum amount of contingent future earn-out payments not yet applied as of March 30, 2008 (after29, 2009 (assuming all remaining thresholds are fully met and after subtracting the remaining portion of the $1.5 million prepayment) is $13.3$12.0 million. Contingent payments made under the terms of the purchaseacquisition agreement are treated as an additional cost of the acquired businesses and additional goodwill is recorded. Additionally, acquisition related transaction costs, primarily comprised of legal and accounting fees totaled $89,500.  TerraWave and GigaWave provide products and training related to Wireless Local Area Network (WLAN) applications. This acquisition was a part of our growth strategy to increase our product and service offering.

              

      The Company has included the financial results of TerraWave and GigaWave in its consolidated financial statements beginning April 21, 2006 (Acquisition Date)(the acquisition date). Pro forma results have not been presented as the impact of the acquisition is not material and did not involve a significant amount of assets.

              

      This acquisition has been accounted for as a business combination in accordance with SFAS No. 141, “Business"Business Combinations." Under business combination accounting, the total purchase price was allocated to TerraWave and GigaWave’sGigaWave's net tangible and identifiable intangible assets based on their estimated fair values as of April 21, 2006. The excess of the purchase price over the net tangible and identifiable intangible assets was recorded as goodwill. The initial purchase price was allocated as set forth below:

      Trade accounts receivable

       $1,685,500 

      Product inventory

        896,600 

      Prepaid expenses

        17,200 

      Identifiable intangible assets

        1,630,000 

      Goodwill

        519,000 

      Fixed assets

        139,600 

      Trade accounts payable

        (758,900)

      Accrued expenses

        (195,700)
          

      Total purchase price

       $3,933,300 
          

              

      Trade accounts receivable

       

      $

      1,685,500

       

      Product inventory

       

      896,600

       

      Prepaid expenses

       

      17,200

       

      Identifiable intangible assets

       

      1,630,000

       

      Goodwill

       

      519,000

       

      Fixed assets

       

      139,600

       

      Trade accounts payable

       

      (758,900

      )

      Accrued expenses

       

      (195,700

      )

      Total purchase price

       

      $

      3,933,300

       

      In performing its purchase price allocation, the Company considered, among other factors, its intention for future use of acquired assets, analyses of historical financial performance and estimates of future performance of TerraWave and GigaWave. The Company’sCompany's estimate of the fair value of intangible assets was based, in part, on a valuation completed by an independent valuation specialist, and estimates and assumptions provided by management. The identified intangible assets consisted of service-marks, covenants not to compete and customer contracts and relationships. Based upon the purchase price allocation, the trademarks were estimated to have an approximate fair value of $850,000 and an indefinite life, the customer contacts were estimated to have an approximate fair value of $490,000 and an estimated useful life of four years and the covenants not to compete were estimated to have an approximate fair value of $290,000 and an estimated useful life of six years. Goodwill noted above and additional goodwill resulting from earn-out payments are expected to be deductible for tax purposes. The primary factors contributing to a purchase price that resulted in the recognition of goodwill included expansion of the WLAN product line, expansion of markets for TESSCO’sits existing products, the acquired employee force and the expansion of TESSCO’sits training business.


      Table of Contents

      44



      Notes to Consolidated Financial Statements (Continued)

      Note 3. Acquisitions (Continued)

              

      In fiscal year 2008,2009, the Company increased the amount of goodwill by $1.3 million,$240,600, corresponding to additional earn-outs based on achievement of certain earnings thresholds in accordance with the terms of the purchaseacquisition agreement. Of this amount, $1.2 million$100,000 was accrued as of fiscal 2009 year-end and was paid in May 2008.2009. The remaining amount had been$140,600 was paid in May 2007.2008 as part of a $1.3 million payment for the earn-out period of May 2007 through April 2008. In accordance with the purchaseacquisition agreement, these earn-out amounts arepayments were made net of $375,000 per year, (onerepresenting one quarter of the $1.5 million prepayment) of the non-refundable prepayment made against future earn-out payments, as discussed above. As of March 30, 2008, $3,857,80029, 2009, $4,098,500 has been recorded as goodwill relating to this acquisition. Also, an interim performance analysis of the business unit as of fiscal year end 2009, indicated that approximately $2.0 million in additional earn-out payments would become due and payable in respect of achievement of earnings thresholds during the third of the four-year earn-out period, although all conditions to payment of this amount under the terms of the acquisition agreement were not satisfied until the close of that third year in April 2009 (during the first quarter of fiscal year 2010) and therefore, the potential obligation was not accrued during fiscal year 2009. Upon completion of the contingency period, this amount was paid (and will be recorded) in the first quarter of fiscal year 2010.

      Note 5.4. Property and Equipment

              

      All of the Company’sCompany's property and equipment is located in the United States. Property and equipment, excluding land, is depreciated using the straight-line method, and is summarized as follows:

       
       2009 2008 

      Land

       $4,740,800 $4,803,200 

      Building, building improvements and leasehold improvements

        15,374,300  14,781,100 

      Information technology equipment and computer software

        18,943,300  18,103,600 

      Furniture, telephone system, equipment and tooling

        4,979,700  5,502,600 
            

        44,038,100  43,190,500 

      Less accumulated depreciation and amortization

        (22,471,200) (20,956,900)
            
       

      Property and equipment, net

       $21,566,900 $22,233,600 
            

              

       

       

      2008

       

      2007

       

       

       

       

       

       

       

      Land

       

      $

      4,803,200

       

      $

      4,803,200

       

      Building, building improvements and leasehold improvements

       

      14,781,100

       

      14,504,500

       

      Information technology equipment and computer software

       

      18,103,600

       

      24,037,300

       

      Furniture, telephone system, equipment and tooling

       

      5,502,600

       

      4,790,500

       

       

       

      43,190,500

       

      48,135,300

       

      Less accumulated depreciation and amortization

       

      (20,956,900

      )

      (23,879,000

      )

      Property and equipment, net

       

      $

      22,233,600

       

      $

      24,256,300

       

      Depreciation of property and equipment was $3,998,500, $4,606,800 $4,597,600 and $4,438,700$4,597,600 for fiscal years 2009, 2008 2007 and 2006,2007, respectively.

              

      Unamortized capitalized computer software as of March 29, 2009 and March 30, 2008 was $2,215,900 and April 1, 2007 was $2,404,700, and $2,839,500, respectively. Depreciation of unamortizedcapitalized computer software was $881,700, $1,083,600 $1,353,700 and $1,783,300$1,353,700 for fiscal years 2009, 2008 and 2007, and 2006, respectively.


      Table of Contents


      Notes to Consolidated Financial Statements (Continued)

      Note 6.5. Goodwill and Other Intangible Assets

              

      Other intangible assets, which are included in other long-term assets on the accompanying Consolidated Balance Sheets as of March 29, 2009 and March 30, 2008 and April 1, 2007 are summarized as follows:

       
       2009 2008 
       
       Gross
      Carrying
      Amount
       Accumulated
      Amortization
       Gross
      Carrying
      Amount
       Accumulated
      Amortization
       

      Amortized Intangible Assets:

                   
       

      Customer contracts

       $696,100 $417,400 $696,100 $260,500 
       

      Covenants not to compete

        377,600  166,500  377,600  103,500 
       

      Other

        878,500  878,500  878,500  878,500 
                

        1,952,200  1,462,400  1,952,200  1,242,500 

      Unamortized Intangible Assets:

                   
       

      Trademarks

        850,000    850,000   
                

      Total Other Intangible Assets

       $2,802,200 $1,462,400 $2,802,200 $1,242,500 
                

              

      45



      Notes to Consolidated Financial Statements

       

       

      2008

       

      2007

       

       

       

      Gross
      Carrying
      Amount

       

      Accumulated
      Amortization

       

      Gross
      Carrying
      Amount

       

      Accumulated
      Amortization

       

      Amortized Intangible Assets:

       

       

       

       

       

       

       

       

       

      Customer contracts

       

      $

      696,100

       

      $

      260,500

       

      $

      490,000

       

      $

      112,200

       

      Covenants not to compete

       

      377,600

       

      103,500

       

      290,000

       

      44,300

       

      Other

       

      878,500

       

      878,500

       

      878,500

       

      878,500

       

       

       

      1,952,200

       

      1,242,500

       

      1,658,500

       

      1,035,000

       

      Unamortized Intangible Assets:

       

       

       

       

       

       

       

       

       

      Trademarks

       

      850,000

       

       

      850,000

       

       

       

       

       

       

       

       

       

       

       

       

      Total Other Intangible Assets

       

      $

      2,802,200

       

      $

      1,242,500

       

      $

      2,508,500

       

      $

      1,035,000

       

      Amortization expense relating to other intangible assets was $219,800 for fiscal year 2009, $207,500 for fiscal year 2008 and $165,500 for fiscal year 2007 and $60,000 for fiscal year 2006.2007. At March 30, 2008,29, 2009, amortizable intangible assets have an average remaining life of 3.83.0 years. Other intangiblesintangible assets primarily relate to trademarks, but also include the value of customer contacts and covenants not to complete related to our acquisitions in fiscal years 2008 and 2007 (see Note 4)3). Estimated amortization expense for current intangible assets for the next five years is follows:

      Fiscal year:
        
       

      2010

       $219,800 

      2011

        107,500 

      2012

        97,300 

      2013

        53,000 

      2014

        12,200 
          

       $489,800 
          

              

      Fiscal year:

       

       

       

      2009

       

      $

      219,800

       

      2010

       

      219,800

       

      2011

       

      107,500

       

      2012

       

      97,300

       

      2013

       

      53,000

       

       

       

      $

      697,400

       

      All of the Company’sCompany's goodwill is recorded in its infrastructureNetwork Infrastructure segment. The changes in the carrying amount of goodwill for the years ended March 29, 2009 and March 30, 2008 and April 1, 2007 are as follows:

       
       Net Carrying
      Amount
       

      Balance at April 1, 2007

       $5,008,300 
       

      Current year acquisitions

         
       

      Earn-outs on acquisitions

        1,301,800 
          

      Balance at March 30, 2008

        6,310,100 
       

      Current year acquisitions

         
       

      Earn-outs on acquisitions

        240,600 
          

      Balance at March 29, 2009

       $6,550,700 
          

      Table of Contents


      Notes to Consolidated Financial Statements (Continued)

      Note 5. Goodwill and Other Intangible Assets (Continued)

              Also, an interim performance analysis of the TerraWave/GigaWave business unit as of fiscal year end 2009, indicated that approximately $2.0 million in additional earn-out payments would become due and payable in respect of achievement of earnings thresholds during the third of the four-year earn-out period, although all conditions to payment of this amount under the terms of the acquisition agreement were not satisfied until the close of that third year in April 2009 (during the first quarter of fiscal year 2010) and therefore, the potential obligation was not accrued during fiscal year 2009. Upon completion of the contingency period, this amount was paid (and will be recorded) in the first quarter of fiscal year 2010 (See Note 3).

       

       

      Net Carrying
      Amount

       

      Balance at March 26, 2006:

       

      $

      2,452,200

       

      Current year acquisitions

       

      519,000

       

      Earn-outs on acquisitions

       

      2,037,100

       

      Balance at April 1, 2007:

       

      $

      5,008,300

       

      Current year acquisitions

       

       

      Earn-outs on acquisitions

       

      1,301,800

       

      Balance at March 30, 2008:

       

      $

      6,310,100

       

      Note 7.6. Borrowings Under Revolving Credit Facility

              

      On May 31, 2007, wethe Company replaced ourits then existing $30$30.0 million revolving line of credit facility with a new $50$50.0 million revolving line of credit facility (Credit Agreement) with both Wachovia Bank, N.A.National Association, and SunTrust Bank. The previous facility was established in September 2003 and had a term expiring September 2007, was unsecured and had provided for monthly payments of interest accruing at a LIBOR rate plus an applicable margin ranging from 1.5% to 2.0%. The newreplacement facility has a term expiring May 2010, with interest payable monthly at the LIBOR rate plus an applicable margin, which ranges from

      46



      Notes to Consolidated Financial Statements

      1.25% to 2.75%. At March 29, 2009, the Company had a zero balance on its revolving credit facility. At March 30, 2008, the Company had an outstanding balance of $3,353,500 on its revolving credit facility.

              On June 30, 2008, the Company and certain of its subsidiaries entered into a First Modification Agreement with SunTrust Bank and Wachovia Bank, National Association, to amend a negative covenant included in the Credit Agreement for the Company's existing $50 million unsecured revolving line of credit facility. At April 1, 2007,facility, to increase the amount of common stock permitted to be repurchased by the Company had no outstanding balances(beginning on its revolvingthe inception date of the Credit Agreement) from $10 million to $15 million, during the term of the credit facility.

              On December 3, 2008, the Company entered into a Second Modification Agreement with SunTrust Bank and Wachovia Bank, National Association, pursuant to which the Credit Agreement for the $50.0 million unsecured revolving credit facility was amended. The Second Modification Agreement amended a negative covenant in the Credit Agreement by increasing from $15.0 million to $25.0 million the amount of stock permitted to be repurchased over the term of the revolving credit facility. In addition, the Second Modification Agreement positively adjusted on a going forward basis certain other of the financial covenants applicable to the Company under the Credit Agreement, to adjust the definitions of "cash flow" and "tangible net worth" and to afford the Company limited relief from dividend restrictions. This limited relief allows for the payment of up to $2.0 million annually in dividends on Company stock, provided that the Company otherwise remains in compliance with the terms of the Credit Agreement.

              Pursuant to the terms of the relevant documents, the financial covenants included in the Credit Agreement are also applicable to the Company's related Term Loan (See Note 7) with the same lenders. Accordingly, the Second Modification Agreement also has the effect of amending the terms applicable to the Term Loan.

      The weighted average interest rate on borrowings under the Company’sCompany's revolving credit facilities was 5.73%3.27%, 7.04%5.73% and 6.00%7.04% for fiscal years 2009, 2008 2007 and 2006,2007, respectively. Interest expense on this revolving credit facility for fiscal years 2009, 2008 and 2007 totaled $264,000, $364,000 and 2006 totaled $364,000, $616,000, and $151,500, respectively. Average borrowings under this revolving credit facility totaled $5,545,800, $3,274,100 $5,473,400 and $1,689,300


      Table of Contents


      Notes to Consolidated Financial Statements (Continued)

      Note 6. Borrowings Under Revolving Credit Facility (Continued)


      $5,473,400 and maximum borrowings totaled $19,458,100, $19,353,100 $17,968,400 and $10,961,000,$17,968,400, for fiscal years 2009, 2008 2007 and 2006,2007, respectively.

              

      The terms of the new line of credit facility, like the replaced line of credit facility, requiresrequire the Company to meet certain financial covenants and ratios and contain other limitations including a restrictioncertain restrictions on dividend payments. The new facility is also subject to a borrowing base, based on levels of trade accounts receivable and inventory. The Company was in compliance with the terms of each facility, as applicable, at the end of fiscal years 2009, 2008 2007 and 2006.2007.

      Note 8.7. Long-Term Debt

              

      On June 30, 2004, the Company refinanced its previously existing term loan with a bank. The new term loan had an original principal amount of $4.5 million and is payable in monthly installments of principal and interest with the balance due at maturity, June 30, 2011. The note bears interest at a floating rate of LIBOR plus 1.75%. The note is secured by a first position deed of trust encumbering the Company-owned real property in Hunt Valley, Maryland. The loan is generally subject to the same financial covenants as the Company’sCompany's revolving credit facility (see Note 7)6), which requires the Company to meet certain financial covenants and ratios and contains other limitations, including a restrictioncertain restrictions on dividend payments. The balance of this note at March 29, 2009 and March 30, 2008 was $3,450,000 and April 1, 2007 was $3,675,000, and $3,900,000, respectively. The weighted average interest rate on borrowings under this note was 5.82%3.85%, 6.95%5.82% and 6.68%6.95% for fiscal years 2009, 2008 2007 and 2006,2007, respectively. Interest expense under this note was $147,900, $265,900 $280,600 and $230,700$280,600 for fiscal years 2009, 2008 2007 and 2006,2007, respectively.

              

      On October 1, 2005, the Company entered into a receive variable/pay fixed interest rate swap on a total notional amount of $4.2 million with Wachovia Bank, N.A.National Association to avoid the risks associated with fluctuating interest rates on the Company’sCompany's existing term bank loan, which bears interest at a floating rate of LIBOR plus 1.75%, and to eliminate the variability in the cash outflow for interest payments. The interest rate swap agreement locks the interest rate for the outstanding principal balance of the loan at 6.38% through June 30, 2011. There was no payment due or received at inception of the swap. No hedge ineffectiveness will be recognized as the interest rate swaps’swaps' provisions match the applicable provisions of the term bank loan. This cash flow hedge qualified for hedge accounting using the short-cut method since the swap terms match the critical terms of the hedged debt. The fair value of this interest rate swap, net of tax, at March 29, 2009 and March 30, 2008 was an unrealized loss of $(142,800) and April 1, 2007 of $(112,600), respectively, and $21,700, respectively, is included in Other Long-Term Assetsother long-term assets and Accumulated Other Comprehensive (Loss) Incomeaccumulated other comprehensive loss on the Company’saccompanying Consolidated Balance Sheet.Sheets.

              

      At March 26, 2006, the Company had a note payable outstanding to Baltimore County, Maryland of $90,200.  The balance of the note was paid during the third quarter of fiscal year 2007.  The note bore interest at 4.75% per annum. Interest expense under this note was $50029, 2009 and $4,300 for fiscal years 2007 and 2006 respectively. The note was secured by a subordinate position on Company-owned real property located in Hunt Valley, Maryland.

      At March 30, 2008, and April 1, 2007, the Company had a note payable outstanding to the Maryland Economic Development Corporation of $528,000$393,100 and $659,400,$528,000, respectively. The note is payable in equal quarterly installments of principal and interest of $37,400, with the balance due at maturity, October 10, 2011. The note bears interest at 3.00% per annum. Interest expense under this note was $14,600, $18,100 $22,200 and $25,900$22,200 for fiscal years 2009, 2008 2007 and 2006,2007, respectively. The note is secured by a subordinate position on Company-owned real property located in Hunt Valley, Maryland.


      Table of Contents

      47



      Notes to Consolidated Financial Statements (Continued)

      Note 7. Long-Term Debt (Continued)

              

      As of March 30, 2008,29, 2009, scheduled annual maturities of long-term debt are as follows:

      Fiscal year:

       

       

       

        
       

      2009

       

      $

      360,400

       

      2010

       

      364,200

       

       $361,400 

      2011

       

      368,500

       

       368,500 

      2012

       

      3,109,900

       

       3,113,200 

      Thereafter

       

       

        

       

      $

      4,203,000

       

         

       $3,843,100 
         

      Note 9.8. Commitments and Contingencies

              

      The Company is committed to making rental payments under noncancelable operating leases covering various facilities and equipment. Rent expense for fiscal years 2009, 2008 and 2007 totaled $2,631,600, $2,560,200 and 2006 totaled $2,560,200, $1,905,500, and $1,393,800, respectively.

              

      The Company entered into an Agreement of Lease, dated November 3, 2003, between the Company and Atrium Building LLC, under which the Company leases office space where the Company’sCompany's sales, marketing and administrative offices are located. The Agreement of Lease provided for a term beginning June 1, 2004 and expiring May 31, 2007. On January 23, 2007, the Company entered into a First Amendment to Agreement of Lease, which among other things, provided for a six month extension, until November 30, 2007, of the lease term provided for under the Agreement of Lease. The Company entered into a Second Amendment of Agreement of Lease, dated May 1, 2007, which among other things, provided for an extension, from November 30, 2007 to December 31, 2012, of the lease term provided for under the Agreement of Lease. The monthly rental fee ranges from $124,700 to $144,600 throughout the lease term.

              

      On June 1, 2007, the Company entered into a Lease with MERRITT/BAVAR-VA, LLC, a Maryland limited liability company, under which the Company leases approximately 66,000 square feet of office and warehouse space in Hunt Valley, Maryland, adjacent to the Company’sCompany's Global Logistic Center, for a term beginning July 1, 2007 and expiring July 31, 2011. The monthly rental fee ranges from $35,700 to 38,500$38,500 throughout the lease term.

              

      The Company’sCompany's minimum future obligations as of March 30, 200829, 2009 under existing operating leases are as follows:

      Fiscal year:
        
       

      2010

       $2,189,700 

      2011

        2,190,900 

      2012

        1,894,700 

      2013

        1,421,400 

      2014

         

      Thereafter

         
          

       $7,696,700 
          

              

      Fiscal year:

       

       

       

      2009

       

      $

      2,371,400

       

      2010

       

      2,193,200

       

      2011

       

      2,112,900

       

      2012

       

      1,842,600

       

      2013

       

      1,281,000

       

      Thereafter

       

       

       

       

      $

      9,801,100

       

      Lawsuits and claims are filed against the Company from time to time in the ordinary course of business. The Company does not believe that any lawsuits or claims pending against the Company, individually or in the aggregate, are material, or will have a material adverse affect on the Company’sCompany's financial condition or results of operations. In addition, from time to time, the Company is also subject


      Table of Contents


      Notes to Consolidated Financial Statements (Continued)

      Note 8. Commitments and Contingencies (Continued)


      to review from federal and state taxing authorities in order to validate the amounts of income, sales and/or use taxes which have been claimed and remitted. Maryland state income tax returns for fiscal years 2006 through 2008 are currently under examination. No other federal, state and local income tax returns are currently under examination.

      48



      Notes to Consolidated Financial Statements

      Note 10.9. Business Segments

              

      The Company evaluates revenue,revenues, gross profit and inventory in three business segments: (1) Network infrastructure products, which are used to build, repair and upgrade wireless telecommunications, computing and Internet networks, and generally complement radio frequency transmitting and switching equipment provided directly by original equipment manufacturers (OEMs); (2) Mobile devices and accessory products, which include data devices, pagers and two-way radios and related accessories such as replacement batteries, cases, speakers, mobile amplifiers, power supplies, headsets, mounts, car antennas and various wireless data devices; and (3) Installation, test and maintenance products, which are used to install, tune, maintain and repair wireless communications equipment. Within the mobile devices and accessories line of business, the Company sells to both commercial and consumer markets. The network infrastructure and installation, test and maintenance lines of business sell primarily to commercial markets. Beginning in fiscal year 2008, the Company expanded its regular review of its commercial results of operations to three customer categories. These three customer categories and the consumer customer category, for which results of operations are also separately reviewed, are described further below:

      ·

        Commercial Public Carriers and Network Operators. Public carriers and network operators include systems operators that are generally responsible for building and maintaining the infrastructure system and provide airtime service to individual subscribers.

        ·

        Commercial Resellers. Resellers include dealers and resellers that sell, install andand/or service cellular telephone, pagingwireless networking, broadband and two-way radio communications equipment primarily for the enterprise market, and to a lesser extent, the consumer and small business markets.market. These resellers include local and national proprietorshipsvalue-added resellers and retailers, as well as sales and installation centers operated by cellular and paging carriers.

        ·

        Commercial Self-Maintained Users and Governments. Self-maintained user (SMU) and government customers include commercial entities, such as major utilities, and transportation companies, federal agencies and state and local governments, including public safety organizations.governments.

        ·

        Consumers. Consumers include customers that buy through any of our affinity partner relationships or directly from our consumer website, YourWirelessSource.comTMYourWirelessSource.com™.

              

      The Company measures segment performance based on segment gross profit. The segment operations develop their product offering, pricing and strategies, which are collaborative with one another and the centralized sales and marketing function. Therefore, the Company does not segregate assets, other than inventory, for internal reporting, evaluating performance or allocating capital. In addition, the Company has allocated all goodwill and indefinite lived intangible assets to the applicable segmentsegments (and reporting units within segments, where applicable) for purposes of its annual impairment tests. All goodwill and intangible assets at March 29, 2009 and March 30, 2008 have been allocated to the Network Infrastructure segment. Product delivery revenuerevenues and certain cost of sales expenses have been allocated to each segment based on a percentage of revenues and/or gross profit, as applicable. The Company's largest customer relationship, AT&T Mobility, accounted for approximately 22%, 26% and 22% of total revenues in fiscal years 2009, 2008 and 2007, respectively. Purchases from this customer primarily consist of mobile devices and accessories.


      Table of Contents

      49



      Notes to Consolidated Financial Statements (Continued)

      Note 9. Business Segments (Continued)

              

      Segment activity for the fiscal years 2009, 2008 2007 and 20062007 is as follows:

      (in thousands)
       Network
      Infrastructure
       Mobile Devices
      and Accessories
       Installation, Test
      and Maintenance
       Total 

      Year ended March 29, 2009

                   

      Commercial Revenues:

                   
       

      Public Carriers and Network Operators

       $46,591 $2,094 $12,874 $61,559 
       

      Resellers

        72,952  205,867  9,476  288,295 
       

      SMUs and Governments

        53,445  14,334  54,173  121,952 
                

      Total Commercial Revenues

        172,988  222,295  76,523  471,806 

      Consumer Revenues

          11,201    11,201 
                

      Total Revenues

       $172,988 $233,496 $76,523 $483,007 
                

      Commercial Gross Profit:

                   
       

      Public Carriers and Network Operators

       $11,912 $596 $2,973 $15,481 
       

      Resellers

        20,583  47,573  2,466  70,622 
       

      SMUs and Governments

        14,861  4,564  12,445  31,870 
                

      Total Commercial Gross Profit

        47,356  52,733  17,884  117,973 

      Consumer Gross Profit

          3,879    3,879 
                

      Total Gross Profit

       $47,356 $56,612 $17,884 $121,852 
                

      Product Inventory

       $18,854 $14,316 $3,370 $36,540 
                

      Year ended March 30, 2008

                   

      Commercial Revenues:

                   
       

      Public Carriers and Network Operators

       $46,977 $2,193 $13,199 $62,369 
       

      Resellers

        69,839  243,549  9,548  322,936 
       

      SMUs and Governments

        49,400  13,746  62,534  125,680 
                

      Total Commercial Revenues

        166,216  259,488  85,281  510,985 

      Consumer Revenues

          9,983    9,983 
                

      Total Revenues

       $166,216 $269,471 $85,281 $520,968 
                

      Commercial Gross Profit:

                   
       

      Public Carriers and Network Operators

       $11,387 $633 $3,248 $15,268 
       

      Resellers

        18,121  46,979  3,030  68,130 
       

      SMUs and Governments

        12,778  4,319  12,798  29,895 
                

      Total Commercial Gross Profit

        42,286  51,931  19,076  113,293 

      Consumer Gross Profit

          3,696    3,696 
                

      Total Gross Profit

       $42,286 $55,627 $19,076 $116,989 
                

      Product Inventory

       $22,875 $22,168 $4,014 $49,057 
                

      (in thousands)

       

      Network
      Infrastructure

       

      Mobile Devices
      and Accessories

       

      Installation, Test
      and Maintenance

       

      Total

       

      Year ended March 30, 2008

       

       

       

       

       

       

       

       

       

      Commercial Revenues:

       

       

       

       

       

       

       

       

       

      Public Carriers and Network Operators

       

      $

      46,977

       

      $

      2,193

       

      $

      13,199

       

      $

      62,369

       

      Resellers

       

      69,839

       

      243,549

       

      9,548

       

      322,936

       

      SMUs and Governments

       

      49,400

       

      13,746

       

      62,534

       

      125,680

       

      Total Commercial Revenue

       

      166,216

       

      259,488

       

      85,281

       

      510,985

       

      Consumer Revenues

       

       

      9,983

       

       

      9,983

       

      Total Revenue

       

      $

      166,216

       

      $

      269,471

       

      $

      85,281

       

      $

      520,968

       

       

       

       

       

       

       

       

       

       

       

      Commercial Gross Profit:

       

       

       

       

       

       

       

       

       

      Public Carriers and Network Operators

       

      $

      11,387

       

      $

      633

       

      $

      3,248

       

      $

      15,268

       

      Resellers

       

      18,121

       

      46,979

       

      3,030

       

      68,130

       

      SMUs and Governments

       

      12,778

       

      4,319

       

      12,798

       

      29,895

       

      Total Commercial Gross Profit

       

      42,286

       

      51,931

       

      19,076

       

      113,293

       

      Consumer Gross Profit

       

       

      3,696

       

       

      3,696

       

      Total Gross Profit

       

      $

      42,286

       

      $

      55,627

       

      $

      19,076

       

      $

      116,989

       

       

       

       

       

       

       

       

       

       

       

      Product Inventory

       

      $

      22,875

       

      $

      22,168

       

      $

      4,014

       

      $

      49,057

       

       

       

       

       

       

       

       

       

       

       

      Year ended April 1, 2007

       

       

       

       

       

       

       

       

       

      Commercial Revenues:

       

       

       

       

       

       

       

       

       

      Public Carriers and Network Operators

       

      $

      49,701

       

      $

      2,641

       

      $

      14,293

       

      $

      66,635

       

      Resellers

       

      66,685

       

      205,581

       

      10,580

       

      282,846

       

      SMUs and Governments

       

      48,816

       

      14,356

       

      72,162

       

      135,334

       

      Total Commercial Revenue

       

      165,202

       

      222,578

       

      97,035

       

      484,815

       

      Consumer Revenues

       

       

      7,513

       

       

      7,513

       

      Total Revenue

       

      $

      165,202

       

      $

      230,091

       

      $

      97,035

       

      $

      492,328

       

       

       

       

       

       

       

       

       

       

       

      Commercial Gross Profit:

       

       

       

       

       

       

       

       

       

      Public Carriers and Network Operators

       

      $

      11,869

       

      $

      785

       

      $

      3,478

       

      $

      16,132

       

      Resellers

       

      16,584

       

      44,794

       

      2,601

       

      63,979

       

      SMUs and Governments

       

      11,629

       

      4,557

       

      21,969

       

      38,155

       

      Total Commercial Gross Profit

       

      40,082

       

      50,136

       

      28,048

       

      118,266

       

      Consumer Gross Profit

       

       

      3,145

       

       

      3,145

       

      Total Gross Profit

       

      $

      40,082

       

      $

      53,281

       

      $

      28,048

       

      $

      121,411

       

       

       

       

       

       

       

       

       

       

       

      Product Inventory

       

      $

      14,184

       

      $

      19,480

       

      $

      3,785

       

      $

      37,449

       

      Table of Contents

      50



      Notes to Consolidated Financial Statements (Continued)

       

       

      Network
      Infrastructure

       

      Mobile Devices
      and Accessories

       

      Installation, Test
      and Maintenance

       

      Total

       

      Year ended March 26, 2006

       

       

       

       

       

       

       

       

       

      Commercial Revenues:

       

       

       

       

       

       

       

       

       

      Public Carriers and Network Operators

       

      $

      53,049

       

      $

      2,894

       

      $

      16,997

       

      $

      72,940

       

      Resellers

       

      55,659

       

      98,723

       

      8,682

       

      163,064

       

      SMUs and Governments

       

      40,160

       

      14,967

       

      48,903

       

      104,030

       

      Total Commercial Revenue

       

      148,868

       

      116,584

       

      74,582

       

      340,034

       

      Consumer Revenues

       

       

      137,295

       

       

      137,295

       

      Total Revenue

       

      $

      148,868

       

      $

      253,879

       

      $

      74,582

       

      $

      477,329

       

       

       

       

       

       

       

       

       

       

       

      Commercial Gross Profit:

       

       

       

       

       

       

       

       

       

      Public Carriers and Network Operators

       

      $

      12,523

       

      $

      804

       

      $

      3,955

       

      $

      17,282

       

      Resellers

       

      13,126

       

      23,406

       

      2,470

       

      39,002

       

      SMUs Governments

       

      9,015

       

      4,015

       

      16,279

       

      29,309

       

      Total Commercial Gross Profit

       

      34,664

       

      28,225

       

      22,704

       

      85,593

       

      Consumer Gross Profit

       

       

      17,420

       

       

      17,420

       

      Total Gross Profit

       

      $

      34,664

       

      $

      45,645

       

      $

      22,704

       

      $

      103,013

       

       

       

       

       

       

       

       

       

       

       

      Product Inventory

       

      $

      17,596

       

      $

      15,565

       

      $

      15,632

       

      $

      48,793

       

      Note 11.9. Business Segments (Continued)


      (in thousands)
       Network
      Infrastructure
       Mobile Devices
      and Accessories
       Installation, Test
      and Maintenance
       Total 

      Year ended April 1, 2007

                   

      Commercial Revenues:

                   
       

      Public Carriers and Network Operators

       $49,701 $2,641 $14,293 $66,635 
       

      Resellers

        66,685  205,581  10,580  282,846 
       

      SMUs and Governments

        48,816  14,356  72,162  135,334 
                

      Total Commercial Revenues

        165,202  222,578  97,035  484,815 

      Consumer Revenues

          7,513    7,513 
                

      Total Revenues

       $165,202 $230,091 $97,035 $492,328 
                

      Commercial Gross Profit:

                   
       

      Public Carriers and Network Operators

       $11,869 $785 $3,478 $16,132 
       

      Resellers

        16,584  44,794  2,601  63,979 
       

      SMUs Governments

        11,629  4,557  21,969  38,155 
                

      Total Commercial Gross Profit

        40,082  50,136  28,048  118,266 

      Consumer Gross Profit

          3,145    3,145 
                

      Total Gross Profit

       $40,082 $53,281 $28,048 $121,411 
                

      Product Inventory

       $14,184 $19,480 $3,785 $37,449 
                

      Note 10. Stock Buyback

              

      On April 28, 2003, the Company’sCompany's Board of Directors approved a stock buyback program. As of March 30, 2008, the Board of Directors has authorized the purchase of up to 2,395,567 share of outstanding common stock under the buyback program. Shares may be purchased from time to time in the open market, by block purchase, or through negotiated transactions, or possibly other transactions managed by broker-dealers. No time limit has been set for completion or expiration of the program. As of March 30, 2008,29, 2009, the Company had purchased 2,140,9742,311,128 shares for approximately $28.3$30.3 million, or an average of $13.20$13.12 per share. Of the total shares repurchased, 170,154 shares were repurchased in fiscal year 2009 at an average price of $12.11 per share, 346,107 shares were repurchased in fiscal year 2008 at an average price of $13.96 per share and 1,043,813 shares were repurchased in fiscal year 2007 at an average price of $16.95 per share and 200,700 shares were repurchased in fiscal year 2006 at an average price of $10.30 per share. The Company also purchaseswithholds shares from it’sits employees and directors from timeequal to time to facilitate employeesthe minimum federal and state tax withholdings related to vested performance stock units. For fiscal year 20082009 and 20072008 this totaled $1,406,400$230,200 and $2,500,$1,406,400, respectively.

              In addition to the shares repurchased in the stock buyback program discussed immediately above, on July 1, 2008 the Company repurchased all 470,000 shares of its common stock held by Brightpoint, Inc. (Brightpoint) in a privately negotiated transaction. Pursuant to an agreement entered into between the Company and Brightpoint, the Company purchased Brightpoint's share holdings, comprising approximately 9% of the Company's total then outstanding common stock, for $13.64 per share, or a total of $6,410,800. The price per share was determined based on the seven trading day trailing average closing price of the Company's common stock on the NASDAQ Global Market determined as of the close of trading on June 30, 2008. The purchase price per share approximated the price of the Company's common stock on the transaction date. The purchase was funded through available cash and borrowings under the Company's $50.0 million unsecured revolving line of credit


      Table of Contents


      Notes to Consolidated Financial Statements (Continued)

      Note 12.10. Stock Buyback (Continued)


      facility. This transaction was not made under, nor does it affect the number of shares available for repurchase under, the Company's stock buyback program discussed above. In connection with this transaction, the Company and certain of its subsidiaries entered into a First Modification Agreement with SunTrust Bank and Wachovia Bank, National Association, to amend a negative covenant included in the Credit Agreement for the Company's existing $50.0 million unsecured revolving line of credit facility, to increase the amount of common stock permitted to be repurchased by the Company (beginning on the inception date of the Credit Agreement) from $10.0 million to $15.0 million, during the term of the credit facility (also See Note 6 for a discussion of additional modifications to the credit facility).

      Note 11. Income Taxes

              

      A reconciliation of the difference between the provision for income taxes computed at statutory rates and the provision for income taxes provided in the Consolidated Statements of Income is as follows:

       
       2009 2008 2007 

      Statutory federal rate

        34.0% 34.0% 34.0%

      State taxes, net of federal benefit

        2.8  1.4  2.4 

      Non-deductible expenses

        1.6  2.1  0.7 

      Other

        1.5  (1.4) 0.7 
              
       

      Effective rate

        39.9% 36.1% 37.8%
              

              

       

       

      2008

       

      2007

       

      2006

       

       

       

       

       

       

       

       

       

      Statutory federal rate

       

      34.0

      %

      34.0

      %

      34.0

      %

      State taxes, net of federal benefit

       

      1.4

       

      2.4

       

      2.4

       

      Non-deductible expenses

       

      2.1

       

      0.7

       

      1.5

       

      Other

       

      (1.4

      )

      0.7

       

      1.1

       

      Effective rate

       

      36.1

      %

      37.8

      %

      39.0

      %

      51



      Notes to Consolidated Financial Statements

      The provision for income taxes was comprised of the following:

       
        
       2009 2008 2007 

      Federal:

       

      Current

       $3,386,600 $3,625,800 $4,907,200 

       

      Deferred

        255,700  (1,024,000) (1,065,400)

      State:

       

      Current

        571,200  194,900  522,900 

       

      Deferred

        (10,000) (75,800) (83,600)
                

      Provision for income taxes

       $4,203,500 $2,720,900 $4,281,100 
                

      Table of Contents


      Notes to Consolidated Financial Statements (Continued)

      Note 11. Income Taxes (Continued)

              

       

       

      2008

       

      2007

       

      2006

       

       

       

       

       

       

       

       

       

      Federal:

      Current

       

      $

      3,625,800

       

      $

      4,907,200

       

      $

      3,858,700

       

       

      Deferred

       

      (1,024,000

      )

      (1,065,400

      )

      (939,000

      )

      State:

      Current

       

      194,900

       

      522,900

       

      421,600

       

       

      Deferred

       

      (75,800

      )

      (83,600

      )

      (70,800

      )

      Provision for income taxes

       

      $

      2,720,900

       

      $

      4,281,100

       

      $

      3,270,500

       

      Total deferred tax assets and deferred tax liabilities as of March 29, 2009 and March 30, 2008, and April 1, 2007, and the sources of the differences between financial accounting and tax basis of the Company’sCompany's assets and liabilities which give rise to the deferred tax assets and liabilities are as follows:

       
       2009 2008 

      Deferred tax assets:

             
       

      Accrued expenses and reserves

       $3,403,000 $3,231,800 
       

      Stock based compensation

        963,700  817,000 
            

       $4,366,700 $4,048,800 
            

      Deferred tax liabilities:

             
       

      Depreciation

       $1,841,800 $1,675,500 
       

      Other assets

        574,200  513,800 
            

       $2,416,000 $2,189,300 
            

              The Company has reviewed its deferred tax assets realization and has determined that no valuation allowance is required as of March 29, 2009 or March 30, 2008.

       

       

      2008

       

      2007

       

      Deferred tax assets:

       

       

       

       

       

      Accrued expenses and reserves

       

      $

      3,231,800

       

      $

      2,823,500

       

      Stock based compensation

       

      817,000

       

      636,600

       

       

       

      $

      4,048,800

       

      $

      3,460,100

       

      Deferred tax liabilities:

       

       

       

       

       

      Depreciation

       

      $

      1,675,500

       

      $

      2,114,600

       

      Other assets

       

      513,800

       

      585,800

       

       

       

      $

      2,189,300

       

      $

      2,700,400

       

              

      Effective April 2, 2007, the Company adopted FIN 48, “Accounting"Accounting for Uncertainty in Income Taxes.”Taxes, an interpretation of FASB Statement No. 109." As a result of the adoption, the Company recognized a $72,100 decrease in beginning retained earnings as of April 2, 2007. As of March 30, 2008,29, 2009, the gross amount of unrecognized tax benefits was $266,400. If$792,000 and if the Company were to prevail on all uncertain tax positions, the net effect would be a benefit to the Company’sCompany's effective tax rate of $650,100. The remaining $141,900 represents federal tax benefits that would be received in the event that the Company did not prevail on all uncertain tax positions. As of March 30, 2008, the Company had gross unrecognized tax benefits of $266,400 and if the Company were to prevail on all uncertain tax positions, the net effect would be a benefit to the Company's effective tax rate of $192,200. The remaining $74,200 represents federal tax benefits that would be received in the event that the Company did not prevail on all uncertain tax positions. The Company does not reasonably expect any material changes in the estimated amount of unrecognized tax benefits for the next twelve months.

              

      The Company’sCompany's historical accounting policy with respect to interest and penalties related to tax uncertainties has been to classify these amounts as income taxes, and the Company continued this classification upon the adoption of FIN 48. The total amount of interest and penalties related to tax uncertainties recognized in the statement of income for fiscal year 2009 was $82,600 and the total amount included in the unrecognized tax benefits liability was $125,200. The total amount of interest and penalties related to tax uncertainties recognized in the statement of income for fiscal year 2008 was $40,000 and the total amount included in the unrecognized tax benefits liability was $65,600.


      Table of Contents


      Notes to Consolidated Financial Statements (Continued)

      Note 11. Income Taxes (Continued)

              

      A reconciliation of the changes in the gross balance of unrecognized tax benefits amounts during fiscal years 2008 and 2009 is as follows:

       
       2009 2008 

      Beginning balance of unrecognized tax benefit

       $266,400 $319,000 

      Increases related to prior period tax positions

        28,400  143,700 

      Increases related to current period tax positions

        497,200   

      Reductions as a result of a lapse in the applicable statute of limitations

          (196,300)
            

      Ending balance of unrecognized tax benefits

       $792,000 $266,400 
            

              

      Beginning balance of unrecognized tax benefit

       

      $

      319,000

       

      Increases related to prior period tax positions

       

      143,700

       

      Reductions as a result of a lapse in the applicable statute of limitations

       

      (196,300

      )

      Ending balance of unrecognized tax benefits

       

      $

      266,400

       

      The Company files income tax returns in U.S. federal, state and local jurisdictions. Income tax returns filed for fiscal years 20042005 and earlier are no longer subject to examination by U.S. federal, state and local tax authorities. Maryland state income tax returns for fiscal years 2006 through 2008 are currently under examination. No other federal, state and local income tax returns are currently under examination. Certain income tax returns for fiscal years 2005

      52



      Notes to Consolidated Financial Statements

      2006 through 20072008 remain open to examination by U.S. federal, state and local tax authorities.

      Note 13.12. Retirement Plans

              

      The Company has a 401(k) plan that covers all eligible employees. Contributions to the plan can be made by employees, and the Company may make matching contributions at its discretion. Expense related to this matching contribution was $414,100, $505,800 $165,600 and $129,000$165,600 during fiscal years 2009, 2008 2007 and 2006,2007, respectively. As of March 30, 200829, 2009 plan assets included 69,50882,182 shares of common stock of the Company.

              

      The Company maintainsmaintained a nonqualified deferred compensation plan that coverscovered directors and certain management personnel as determined by the Board of Directors’Directors' appointed Benefit Plans Committee. Effective January 1, 2005, the plan was closed to all new contributions and balances in the old plan now continuecontinued to exist under the prior plan structure. All amounts in this plan arewere employee contributions, as the Company has never made any contributions to this plan. All plan assets arewere held in an irrevocable Rabbi trust. Effective March 17, 2009, the plan was terminated and balances were paid out to individuals. These assets and the related liabilities arewere included in other long-term assets and other long-term liabilities, respectively, in the Company’saccompanying Consolidated Balance Sheets.Sheet for the fiscal year ended March 30, 2008.

              

      The Company maintains a Supplemental Executive Retirement Plan for Robert B. Barnhill, Jr., chairman, president and CEO of the Company. This plan is funded through a life insurance policy for which the Company is the sole beneficiary. The cash surrender value of the life insurance policy and the net present value of the benefit obligation of approximately $751,400$830,300 and $594,500,$639,100, respectively, are included in other long-term assets and other long-term liabilities, respectively, in the Company’saccompanying Consolidated Balance Sheets.


      Table of Contents


      Notes to Consolidated Financial Statements (Continued)

      Note 14.13. Earnings Per Share

              

      The dilutive effect of all stock options, and Performance Stock Units and Restricted Stock outstanding has been determined by using the treasury stock method. The weighted average shares outstanding is calculated as follows:

       
       2009 2008 2007 

      Basic weighted average shares outstanding

        4,883,500  5,264,100  5,753,900 
       

      Effect of dilutive common stock equivalents outstanding

        152,000  199,300  262,100 
              

      Diluted weighted average shares outstanding

        5,035,500  5,463,400  6,016,000 
              

              

       

       

      2008

       

      2007

       

      2006

       

       

       

       

       

       

       

       

       

      Basic weighted average shares outstanding

       

      5,264,100

       

      5,753,900

       

      6,296,700

       

      Effect of dilutive common stock equivalents outstanding

       

      199,300

       

      262,100

       

      114,800

       

      Diluted weighted average shares outstanding

       

      5,463,400

       

      6,016,000

       

      6,411,500

       

      As of March 30, 2008,29, 2009, stock options with respect to 135,000 shares of common stock were outstanding. All60,000 outstanding options and all earned but not yet vested PSUs were included in the computation of diluted earnings per share because all such instruments were dilutive. All remaining awards were not included in the computation of dilutive earnings per share as the impact was considered anti-dilutive. As of March 30, 2008 and April 1, 2007, there were no anti-dilutive stock options, Performance Stock Units or Restricted Stock outstanding.

      Note 15.14. Stock-Based Compensation

              

      Effective March 27, 2006, the Company adopted Statement of Financial Accounting Standards (SFAS) No. 123R, “Share-Based Payment,” using the modified prospective application transition method.  Because the fair value recognition provisions of SFAS No. 123, “Accounting for Stock-Based Compensation,” which the Company had previously adopted effective March 29, 2004, and SFAS No. 123R are generally consistent with respect to the Company’s share-based payments (other than as described below), the adoption of SFAS No. 123R did not have a material impact on the Company’s financial position, results of operations or cash flows.

      SFAS No. 123R requires the Company to include in its calculation of periodic stock compensation expense an estimate of future forfeitures.  Prior to fiscal year 2007, in accordance with SFAS No. 123, the Company only included forfeitures in its calculation of stock compensation expense when the awards were actually forfeited.  The inclusion of estimated in lieu of actual forfeitures did not have a material impact on the Company’s financial position or results of

      53



      Notes to Consolidated Financial Statements

      operations for the fiscal year ended April 1, 2007 or March 30, 2008.  Prior to the adoption of SFAS No. 123R, benefits of tax deductions in excess of recognized compensation costs were reported as operating cash flows. SFAS No. 123R also requires stock awards granted after the adoption of SFAS No. 123R that include both performance conditions and graded vested to be amortized over an accelerated method. SFAS No. 123R requires excess tax benefits be reported as a financing cash flow.

      The Company’sCompany's selling, general and administrative expenses for the fiscal years ended March 29, 2009, March 30, 2008 and April 1, 2007 include $1,830,600, $2,797,900 and March 26, 2006 include $2,797,900, $2,055,300, and $702,300, respectively, of stock compensation expense. Provision for income taxes for the fiscal years ended March 29, 2009, March 30, 2008 and April 1, 2007 includes $730,600, $1,010,000 and March 26, 2006 includes $1,010,000, $776,900, and $273,900, respectively, of income tax benefits related to our stock-based compensation arrangements. Stock compensation expense is primarily related to our Performance Stock Unit Program as described below.

              

      The Company’sCompany's stock incentive plan is the Second Amended and Restated 1994 Stock and Incentive Plan (the 1994 Plan). TheOn July 24, 2008, the Company's shareholders approved an amendment to the 1994 Plan allowsincreasing the number of shares of common stock available for the grant of awards in respect ofby 150,000 shares, from 1,758,750 to an aggregate of 1,758,7501,908,750 shares of the Company’sCompany's common stock. As of March 30, 2008, 391,58929, 2009, 464,609 shares were available for issue in respect of awards available for future grantawards under the 1994 Plan. However, in April 2008,Subsequent to the Company's 2009 fiscal year end, on May 1, 2009, based on fiscal year 20082009 results, 188,00075,880 shares related to PSUs were cancelled, and as a result, those shares were made available for future grants. Also in April 2008,May 2009, as discussed below, additional PSUs were issued, providing recipients with the opportunity to earn up to 275,000264,000 additional shares of the Company’sCompany's common stock in the aggregate. Accordingly, on May 1, 2008,2009, an aggregate of 304,589276,489 shares were available for issue pursuant to future awards under the 1994 Plan. The 1994 Plan allows for the grant of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock and restricted stock units and other performance awards. On July 24, 2008, the Company's shareholders also approved an amendment to extend the date through which awards may be granted under the 1994 Plan from July 22, 2009 to July 22, 2014. No additional awards can be made under the 1994 Plan after July 22, 2009,2014, without shareholder approval of an extension of the plan term. Options, restricted stock and Performance Stock Unit (PSU) awards have been granted as awards under the 1994 Plan. Shares which are subject to outstanding PSU or other awards under the 1994 Plan, and which are not earned, are returned to the 1994 Plan and become available for future issuance in accordance with and otherwise subject to the terms of the 1994 Plan.


      Table of Contents


      Notes to Consolidated Financial Statements (Continued)

      Note 14. Stock-Based Compensation (Continued)

      Performance Stock Units:    Beginning in fiscal year 2005, the Company’sCompany's equity-based compensation philosophy and practice shifted away from awarding stock options to granting performance-based and time-vested stock grants. Accordingly, in April 2004, the Company’sCompany's Board of Directors established a Performance Stock Unit Award Program under the 1994 Plan. Under the program, Performance Stock Units (PSUs)PSUs have been granted to selected individuals. Each PSU entitles the participant to earn TESSCO common stock, but only after earnings per share and, for non-director employee participants, individual performance targets are met over a defined performance cycle. Performance cycles, which are fixed for each grant at the date of grant, range fromare one to three years.year. Once earned, shares vest and are issued over a specified period of time determined at the time of the grant, provided that the participant remains employed by or associated with the Company at the time of share issuance. Earnings per share targets, which take into account the earnings impact of this program, are set by the Board of Directors in advance for the complete performance cycle at levels designed to grow shareowner value. If actual performance does not reach the minimum annual or threshold targets, no shares are issued. Under SFAS No. 123R, the Company records compensation expense on its PSUs over the service period, based on the number of shares management estimates will ultimately be issued. Accordingly, the Company determines the periodic financial statement compensation expense based upon the stock price at the PSU grant date, management’smanagement's projections of future EPS performance over the performance cycle, and the resulting amount of estimated share issuances, net of estimated forfeitures. The Company estimated the forfeiture rate primarily based on historical experience and expectations of future forfeitures. The Company’sCompany's calculated estimated forfeiture rate for fiscal year 2009 was approximately 5%3%.

              

      54



      Notes to Consolidated Financial Statements

      The following table summarizes the activity under the Company’sCompany's PSU program for fiscal years 2009, 2008 2007 and 2006:2007:

       
       2009 2008 2007 
       
       Shares Weighted-
      Average
      Fair Value
      at Grant
       Shares Weighted-
      Average
      Fair Value
      at Grant
       Shares Weighted-
      Average
      Fair Value
      at Grant
       

      Outstanding, non-vested beginning of period

        439,031 $16.79  870,172 $10.15  1,067,742 $9.07 

      Granted

        275,000  11.71  188,000  23.95  228,000  13.04 

      Vested

        (156,517) 10.56  (164,831) 10.67  (79,313) 9.05 

      Forfeited/canceled

        (198,020) 23.33  (454,310) 9.25  (346,257) 8.99 
                       

      Outstanding, non-vested end of period

        359,494 $12.10  439,031 $16.79  870,172 $10.15 
                       

              

       

       

      2008

       

      2007

       

      2006

       

       

       

      Shares

       

      Weighted-
      Average
      Fair Value
      at Grant

       

      Shares

       

      Weighted-
      Average
      Fair Value
      at Grant

       

      Shares

       

      Weighted-
      Average
      Fair Value
      at Grant

       

      Outstanding, non-vested beginning of period

       

      870,172

       

      $

      10.15

       

      1,067,742

       

      $

      9.07

       

      935,626

       

      $

      9.16

       

      Granted

       

      188,000

       

      23.95

       

      228,000

       

      13.04

       

      248,195

       

      8.79

       

      Vested

       

      164,831

       

      10.67

       

      79,313

       

      9.05

       

      51,579

       

      9.18

       

      Forfeited/canceled

       

      (454,310

      )

      9.25

       

      (346,257

      )

      8.99

       

      (64,500

      )

      9.19

       

      Outstanding, non-vested end of period

       

      439,031

       

      $

      16.79

       

      870,172

       

      $

      10.15

       

      1,067,742

       

      $

      9.07

       

      As of March 30, 2008,29, 2009, there was approximately $0.5$1.2 million of total unrecognized compensation costs related to PSUs. These costs are expected to be recognized over a weighted average period of 1 year.two years. Total fair value of shares vested during fiscal years 2009, 2008 and 2007 was $1,601,700, $4,545,200 and $1,035,800, respectively.

              

      SubsequentOf the 359,494 shares outstanding, non-vested as of March 29, 2009, subsequent to the Company’sCompany's fiscal year end, PSUs covering 188,00075,880 shares were cancelled in April, 2008May 2009 based on fiscal year 20082009 activity. The PSUs were cancelled because fiscal year 20082009 earnings per share performance of the Company did not reach the thresholdtarget performance targets set forth in the PSU grants. The remaining 251,031An additional 283,614 shares have been earned based on past performance, but have not yet vested as of March 30, 2008.  29, 2009.


      Table of Contents


      Notes to Consolidated Financial Statements (Continued)

      Note 14. Stock-Based Compensation (Continued)


      Assuming the respective participants remain employed by or affiliated with the Company on these dates, these shares will vest on or about May 1, of 2008, 2009, 2010, 2011 and 20102012 as follows:

       
       Number of Shares 

      2009

        94,527 

      2010

        94,527 

      2011

        47,280 

      2012

        47,280 
          

        283,614 
          

              

       

       

      Number of Shares

       

      2008

       

      147,617

       

      2009

       

      51,707

       

      2010

       

      51,707

       

       

       

      251,031

       

      OnSubsequent to the Company's 2009 fiscal year end, on April 24, 2008,2009, the Compensation Committee, with the concurrence of the full Board of Directors, granted additional PSUs to selected key individuals, providing them with the opportunity to earn up to 275,000264,000 additional shares of the Company’sCompany's common stock in the aggregate, depending upon whether certain threshold or goal earnings per share targets are met and individual performance metrics are satisfied in fiscal year 2009.2010. These PSUs have only one measurement year (fiscal year 2009)2010), with any shares earned at the end of fiscal year 20092010 to vest 25% on or about each of May 1 of 2009, 2010, 2011, 2012 and 2012,2013, provided that the participant remains employed by or associated with the Company on each such date.

      Stock OptionsOptions::    In accordance with SFAS No. 123R, the fair value of the Company’sCompany's stock options have been determined using the Black-Scholes-Merton option pricing model, based upon facts and assumptions existing at the date of grant. Stock options granted have exercise prices equal to the market price of the Company’sCompany's common stock on the grant date.

              

      The value of each option at the date of grant is amortized as compensation expense over the option service period. This occurs without regard to subsequent changes in stock price, volatility or interest rates over time, provided that the option remains outstanding. The following table summarizes the pertinent option information for outstanding options:

       
       Shares Weighted Average
      Exercise Price
       Weighted Average
      Remaining
      Contractual Life
       Aggregate
      Intrinsic Value
       

      Outstanding, beginning of year

        135,000 $8.35       

      Granted

                 

      Exercised

                 

      Cancelled

                 
                   

      Outstanding, end of year

        135,000 $8.35  3.83 $123,800 
                   

      Exercisable, end of year

        135,000 $8.35  3.83 $123,800 
                   

              

      55



      Notes to Consolidated Financial Statements

       

       

      Shares

       

      Weighted Average
      Exercise Price

       

      Weighted Average
      Remaining
      Contractual Life

       

      Aggregate
      Intrinsic Value

       

      Outstanding, beginning of year

       

      185,000

       

      $

      8.07

       

       

       

       

       

      Granted

       

       

       

       

       

       

       

      Exercised

       

      (50,000

      )

      7.33

       

       

       

       

       

      Cancelled

       

       

       

       

       

       

       

      Outstanding, end of year

       

      135,000

       

      $

      8.35

       

      3.83

       

      $

      907,000

       

      Exercisable, end of year

       

      135,000

       

      $

      8.35

       

      3.83

       

      $

      907,000

       

      The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value (the difference between the closing stock price on the last trading day of fiscal year 20082009 and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their options on March 30, 2008.29, 2009. This amount changes based on the fair market value of the Company’sCompany's common stock.

              

      There were no options granted during fiscal years 2008 2007 and 2006.2007. The total intrinsic value of options exercised during fiscal years 2008 2007 and 20062007 was $815,100 $676,500 and $138,900.$676,500.


      Table of Contents


      Notes to Consolidated Financial Statements (Continued)

      Note 14. Stock-Based Compensation (Continued)

              

      As of March 30, 2008,29, 2009, there was no unrecognized compensation costs related to stock options.

      Restricted Stock:    During the second quarter of fiscal year 2007, the Company granted 150,000 shares of the Company’sCompany's common stock to its Chairman and Chief Executive Officer as a restricted stock award under the 1994 Plan. These shares vest ratably over ten fiscal years based on service, beginning on the last day of fiscal year 2007 and ending on the last day of fiscal year 2016, subject, however, to the terms applicable to the award, including terms providing for possible acceleration of vesting upon death, disability, change in control or certain other events. The weighted average fair value for these shares at the grant date was $15.84. No other shares of restricted stock are currently issued as awards under the 1994 Plan. On both March 29, 2009 and March 30, 2008, and April 1, 2007, 15,000 shares of restricted stock were released and vested. As of March 30, 2008,29, 2009, there waswere 105,000 unvested shares and approximately $1.9$1.7 million of total unrecognized compensation costs related to restricted stock. Unrecognized compensation costs are expected to be recognized ratably over a period of approximately 8seven years.

      Team Member Stock Purchase Plan:    During fiscal year 2000, the Company adopted the Team Member Stock Purchase Plan. This plan permits eligible employees to purchase up to an aggregate of 300,000 shares of the Company’sCompany's common stock at 85% of the lower of the market price on the first day of a six-month period or the market price on the last day of that same six-month period. The Company’sCompany's expenses relating to this plan are for its administration and expense associated with the fair value of this benefit in accordance with SFAS No. 123R. Expenses incurred for the Team Member Stock Purchase Plan during the fiscal yearyears ended March 29, 2009, March 30, 2008 and April 1, 2007 related to SFAS No. 123R was $29,100.were $42,400, $29,100 and $18,200, respectively. During the fiscal yearyears ended March 29, 2009, March 30, 2008 and April 1, 2007, 15,539, 6,408 and 7,901 shares were sold to employees under this plan, having a weighted average market value of $13.18.$7.92, $13.18 and $9.89, respectively.

      Note 16.15. Fair Value of Financial Instruments

              SFAS No. 157 requires that assets and liabilities carried at fair value be classified and disclosed in one of the following three categories:

        Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities.

        Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets, and quoted prices for identical or similar assets or liabilities in markets that are not active.

        Level 3: Unobservable inputs for the asset or liability that reflect the reporting entity's own assumptions about the inputs used in pricing the asset or liability.

      Table of Contents


      Notes to Consolidated Financial Statements (Continued)

      Note 15. Fair Value of Financial Instruments (Continued)

                The following table presents information about assets and liabilities recorded at fair value on the Company's Consolidated Balance Sheet:

         
         Balance at
        March 29,
        2009
         Quoted Prices
        in Active
        Markets for
        Identical Assets
        (Level 1)
         Significant
        Other
        Observable
        Inputs
        (Level 2)
         Significant
        Unobservable
        Inputs
        (Level 3)
         

        Assets:

                     
         

        Interest rate swap agreement

         $(142,800)$ $(142,800)$ 
                  
          

        Total assets at fair value

         $(142,800)$ $(142,800)$ 
                  

                The Company's fair value of its interest rate swap is derived from valuation models commonly used for derivatives. Valuation models require a variety of inputs, including contractual terms, market fixed prices, inputs from forward price yield curves, notional quantities, measures of volatility and correlations of such inputs. The Company's derivatives trade in liquid markets, and as such, model inputs can generally be verified and do not involve significant management judgment.

        The carrying amounts of cash and cash equivalents, trade accounts receivable, product inventory, trade accounts payable, accrued expenses and other current liabilities and the note payable to a bank, which bears interest at variable rates, approximate their fair valuevalues as of March 29, 2009 and March 30, 2008 and April 1, 2007.2008.

                

        Fair value of long-term debt, calculated using current interest rates and future principal payments, excluding the note payable to a bank, as of March 29, 2009 and March 30, 2008 and April 1, 2007 is estimated as follows:

        56


         
         2009 2008 

        Note payable to a Bank

         $3,228,500 $3,675,000 

        Note payable to the Maryland Economic Development Corporation

         $391,100 $521,800 

        Notes to Consolidated Financial Statements

         

         

        2008

         

        2007

         

         

         

         

         

         

         

        Note payable to the Maryland Economic Development Corporation

         

        $

        521,800

         

        $

        611,700

         

        Note 17.16. Supplemental Cash Flow Information

        Cash paid for interest during fiscal years 2008, 2007 and 2006 totaled $634,100, $906,300 and $260,600, respectively.        Cash paid for income taxes, net of refunds, for fiscal years 2009, 2008 and 2007 totaled $4,635,300, $2,790,900 and 2006$3,367,900, respectively. Cash paid for interest during fiscal years 2009, 2008 and 2007 totaled $2,790,900, $3,367,900$666,300 $634,100 and $3,143,100,$906,300, respectively. No interest was capitalized during fiscal years 2009, 2008 or 2007.

        Note 18.17. Concentration of Risk

                

        The Company is dependent on third-party equipment manufacturers, distributors and dealers for all of its supply of wireless communications equipment. For fiscal years 2009, 2008 2007 and 2006,2007, sales of products purchased from the Company’sCompany's top ten vendors accounted for 49%41%, 43%49% and 55%43% of total revenues, respectively. In fiscal years 2009, 2008 and 2007, sales of product purchased from the Company’sCompany's largest vendor, Motorola Inc., accounted for approximately 11%, 16% and 19% of total revenues, respectively.  Sales of product purchased from the Company’s second largest vendor, Nokia Inc., accounted for approximately 8% and 11% of our revenues in fiscal years 2008 and 2007, respectively.  In fiscal year 2006, sales of products purchased from the Company’s then largest vendor, T-Mobile, which consisted primarily of handset sales, accounted for approximately 24% of total revenues. The Company is dependent on the ability of its vendors to provide products on a timely basis and on favorable pricing terms. Although the Company believes that alternative sources of supply are available for many of the product types it carries, the loss of certain principal suppliers, or the loss of one or more of certain ongoing affinity relationships, could have a material adverse effect on the Company.


        Table of Contents


        Notes to Consolidated Financial Statements (Continued)

        Note 17. Concentration of Risk (Continued)

                

        The Company’sCompany's future results could also be negatively impacted by the loss of certain customers, and/or the loss of one or more of certain ongoing affinity relationships. For fiscal years 2009, 2008 2007 and 2006,2007, sales of products to the Company’sCompany's top ten customer relationships accounted for 31%, 30%31% and 35%30% of total revenues, respectively. In fiscal years 2009, 2008 and 2007, sales to the Company’sCompany's largest customer relationship, AT&T Mobility, a top tier cellular carrier purchasing phone accessories, accounted for approximately 22%, 26% and 22% of total revenues, respectively.  In fiscal year 2006, sales to the Company’s then largest customer relationship, T-Mobile, accounted for approximately 26% of total revenues. Sales under the T-Mobile customer relationship included handsets purchased from T-Mobile, phone accessories purchased from third-party vendors, and other supply chain service billings.

        In mid-September 2005, T-Mobile, previously the largest affinity and overall customer relationship, completed the transition from the TESSCO provided e-commerce marketing and sales system to an in-house web solution and alternative third-party logistics provider, and thus revenues then ceased from this relationship.Note 18. Shareholder Rights Plan

                

        Note 19.  Stockholder Rights Plan

        On February 1, 2008, the Board of Directors of the Company unanimously adopted a shareholder rights plan. In connection with the Rights Agreement, dated as of February 1, 2008, by and between the Company and Mellon Investor Services, LLC, as Rights Agent, one preferred stock purchase right was issued for each outstanding share of common stock of the Company to stockholders of record as of February 11, 2008. Each of the new rights entitles the registered holder to purchase from the Company one one-thousandth of a share of Series A Junior Participating Preferred Stock, par value, $.01, at a price of $65.00, subject to certain adjustments. The rights, however, will not become exercisable unless and until, among other things and subject to certain exceptions, any person acquires 20 percent or more of the outstanding common stock of the Company. If a person acquires 20 percent or more of the outstanding common stock of the Company (subject to certain conditions and exceptions more fully described in the Rights Agreement), each right will entitle the holder (other than the person who acquired 20 percent or more of the outstanding common stock) to purchase common stock of the Company having a market value equal to twice the exercise price of a right. The holdings of Mr. Barnhill, the Chairman, President and Chief Executive Officer of the Company, and certain of his affiliates are stated to not trigger the

        57



        Notes to Consolidated Financial Statements

        rights so long as he and certain persons related to him do not acquire 30% or more of the outstanding shares of common stock of the Company. As of March 30, 2008,29, 2009, except Mr. Barnhill, no individuals have acquired 20 percent or more of our outstanding common stock. The rights are redeemable at the Company’sCompany's option under certain circumstances at $.01 per right and will expire, unless earlier redeemed, on February 11, 2011.

        Note 19. Subsequent Events

        58        On March 31, 2009, the Company entered into a term loan with the Baltimore County Economic Development Revolving Loan Fund for an aggregate principal amount of $250,000. The term loan is payable in equal monthly installments of principal and interest of $2,300, with the balance due at maturity, April 1, 2019. The term loan bears interest at 2.00% per annum and is secured by a subordinate position on Company-owned real property located in Hunt Valley, Maryland.




        Table of Contents


        Report of Independent Registered Public Accounting Firm

        The Board of Directors and Stockholders of


        TESSCO Technologies Incorporated:

                

        We have audited the accompanying consolidated balance sheets of TESSCO Technologies Incorporated and subsidiaries as of March 29, 2009 and March 30, 2008, and April 1, 2007, and the related consolidated statements of income, changes in shareholders’shareholders' equity, and cash flows for each of the three years in the period ended March 30, 2008.29, 2009. Our audits also included the financial statement schedule listed in the Index at Item 15(a). These financial statements and schedule are the responsibility of the Company’sCompany's management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.

                

        We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’sCompany's internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’sCompany's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

                

        In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of TESSCO Technologies Incorporated and subsidiaries at March 29, 2009 and March 30, 2008, and April 1, 2007, and the consolidated results of their operations and their cash flows for each of the three years in the period ended March 30, 2008,29, 2009, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

                

        As discussed in Note 1211 of the notes to the consolidated financial statements, the Company adopted the provisions of Financial Accounting Standards Board Interpretation No. 48, “Accounting"Accounting for Uncertainties in Income Taxes, an interpretation of FASB Statement No. 109," effective April 2, 2007. Also, as discussed in Note 15 of the notes to consolidated financial statements, the Company changed the manner in which it accounts for stock-based compensation upon adoption of Statement of Financial Accounting Standards No. 123(R), “Share-Based Payment” effective March 27, 2006.

        /s/ Ernst & Young, LLP

        Baltimore, Maryland
        May 21, 2009

        Baltimore, Maryland

        June 9, 2008


        59Table of Contents



        Item 9.    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

                

        Not applicable.

        Item 9A(T).Controls and Procedures.

        Disclosure Controls and Procedures

                

        We maintain a system of disclosure controls and procedures that is designed to provide reasonable assurance that information, which is required to be disclosed by the Company in the reports that it files or submits under the Securities and Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission, and is accumulated and communicated to management in a timely manner. Our chief executive officer and chief financial officer have evaluated this system of disclosure controls and procedures as of the end of the period covered by this annual report, and have concluded that the system is effective.

        Internal Control over Financial Reporting

        Management’sManagement's Annual Report on Internal Control over Financial Reporting

                

        Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13(a)-15(f) under the Securities Exchange Act of 1934, as amended. Our system of internal control is designed to provide reasonable assurance to management and the Board of Directors regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

                

        Any system of internal control over financial reporting, no matter how well designed, has inherent limitations and may not prevent or detect misstatements. Therefore, internal control systems determined to be effective can only provide reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may be inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.

                

        Under the supervision and with the participation of our management, including our Chairman and Chief Executive Officer and our Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. This evaluation included review of the documentation of controls, evaluation of the design effectiveness of controls, testing of the operating effectiveness of controls, and the conclusion of this evaluation. Based on our evaluation, we have concluded that our internal control over financial reporting was effective as of March 30, 2008.29, 2009.

                

        This annual report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Management’sManagement's report iswas not subject to attestation by our independent registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management’smanagement's report in this annual report.

        Changes in Internal Control over Financial Reporting

                

        There has not been any change in our internal control over financial reporting during the fourth quarter of fiscal year 20082009 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.


        Table of Contents

        60



        Item 9B.    Other Information.

                

        None.

        Part III

        Items 10, 11, 12, 13 and 14.

                

        The information with respect to the identity and business experience of executive officers of the Company as required to be included in Item 10 to this Form 10-K is set forth in Part I of this Form 10-K. The information otherwise required by Items 10 through 14 will be contained in a definitive proxy statement for our Annual Meeting of Shareholders, which we anticipate will be filed no later than 120 days after the end of our fiscal year pursuant to Regulation 14A and accordingly these items have been omitted in accordance with General Instruction G(3) to Form 10-K.


        Part IV

        Item 15.    Exhibits and Financial Statement Schedules.

        (a)
        The following documents are filed as part of this report:



        1.
        1.The following consolidated financial statements are included in Item 8 of this report:

        Consolidated Balance Sheets as of March 30, 2008 and April 1, 2007

        Consolidated Statements of Income for the fiscal years ended March 30, 2008, April 1, 2007, and March 26, 2006

        Consolidated Statements of Changes in Shareholders’ Equity for the fiscal years ended March 30, 2008, April 1, 2007, and March 26, 2006

        Consolidated Statements of Cash Flows for the fiscal years ended March 30, 2008, April 1, 2007, and March 26, 2006

        Notes to Consolidated Financial Statements

        Report of Independent Registered Public Accounting Firm

        Consolidated Balance Sheets as of March 29, 2009 and March 30, 2008

        41

        Consolidated Statements of Income for the fiscal years ended March 29, 2009, March 30, 2008, and April 1, 2007

        42

        Consolidated Statements of Changes in Shareholders' Equity for the fiscal years ended March 29, 2009, March 30, 2008, and April 1, 2007

        43

        Consolidated Statements of Cash Flows for the fiscal years ended March 29, 2009, March 30, 2008, and April 1, 2007

        44

        Notes to Consolidated Financial Statements

        45

        Report of Independent Registered Public Accounting Firm

        71
        2.
        The following financial statement schedules are required to be filed by Item 8 and paragraph (d) of this Item 15 included herewith:

          Schedule II Valuation and Qualifying Accounts

                Schedules not listed above have been omitted because the information required to be set forth therein is not applicable.

        3.
        Exhibits

          3.1.1

        3.1.1Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1.1 to the Company’sCompany's Registration Statement on Form S-1 (No. 33-81834)).


        3.1.2



        Certificate of Retirement of the Registrant (incorporated by reference to Exhibit 3.1.2 to the Company’sCompany's Registration Statement on Form S-1 (No. 33-81834)).


        3.1.3



        First Certificate of Amendment to Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1.3 to the Company’sCompany's Registration Statement on Form S-1 (No. 33-81834)).


        3.1.4



        Certificate of Amendment to Certificate of Incorporation of the Registrant filed September 6, 1996 (incorporated by reference to Exhibit 3.1.4 to the Company’sCompany's Annual Report on Form 10-K for the fiscal year ended March 28, 1997).


        61Table of Contents



          3.1.5

        3.1.5Certificate of Correction filed with the Secretary of State of Delaware on February 7, 2007 to Certificate of Amendment to Certificate of Incorporation of the Registrant filed with the Secretary of State of Delaware on September 6, 1999 (incorporated by reference to Exhibit 3.1.5 to the Company’sCompany's Quarterly Report on Form 10-Q filed February 7, 2007).


        3.1.6



        Certificate of Designations of Series A Junior Participating Preferred Stock, dated February 1, 2008 (incorporated by reference to the Company’sCompany's registration statement on Form 8-A, filed with the Securities and Exchange Commission on February 1, 2008).


        3.2.1



        Third Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.2.1 to the Company’sCompany's Current Report on Form 8-K filed on February 1, 2008).


        4.1.1



        Rights Agreement, dated as of February 1, 2008, between the Company and Mellon Investor Services, LLC, as rights agent (which includes the Form of Rights Certificate as Exhibit B) (incorporated by reference to the Company’sCompany's Registration Statement on Form 8-A, filed with the Securities and Exchange Commission on February 1, 2008).


        10.1.1



        Employment Agreement, dated August 31, 2006 with Robert B. Barnhill, Jr. (incorporated by reference to Exhibit 10.1 to the Company’sCompany's Current Report on Form 8-K filed on September 1, 2006).

        10.3.1


        10.1.2



        Amendment No. 1 to Employment Letter Agreement, between TESSCO Technologies Incorporated and Douglas A. Rein (incorporated by reference to Exhibit 10.10 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 26, 1999)dated December 31, 2008 with Robert B. Barnhill, Jr. (filed herewith).

        10.3.2


        10.2.1

        Termination of Employment Agreement between TESSCO Technologies Incorporated and Douglas A. Rein (incorporated by reference to Exhibit 10.10 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 26, 1999).

        10.5.1



        Employee Incentive Stock Option Plan, as amended (incorporated by reference to Exhibit 10.21 to the Company’sCompany's Registration Statement on Form S-1 (No. 33-81834)).

        10.7.1


        10.3.1



        Team Member Stock Purchase Plan (incorporated by reference to Appendix No. 2 to the Company’sCompany's Definitive Proxy Statement filed with the Commission on July 15, 1999).

        10.8.1


        10.4.1

        Credit Agreement effective as of September 30, 2003, by and among (a) 


        TESSCO Technologies Incorporated Cartwright Communications Company, TESSCO Service Solutions, Inc., TESSCO Incorporated, Wireless Solutions IncorporatedSecond Amended and TESSCO Business Services LLCRestated 1994 Stock and (b) Wachovia Bank, National Association and SunTrust BankIncentive Plan, dated as of July 24, 2008 (incorporated herein by reference to Exhibit 4.110.3 to the Company’s CurrentCompany's Quarterly Report on Form 8-K dated10-Q for the fiscal quarter ended September 30, 2003)28, 2008).

        10.8.2


        10.4.2

        First Modification Agreement made as of February 28, 2005, by and among (a) 


        TESSCO Technologies Incorporated Cartwright Communications Company, TESSCO Service Solutions, Inc. TESSCO Incorporated, Wireless Solutions IncorporatedPerformance Share Unit Agreement—Officer and TESSCO Business Services, LLC, (b) the lenders who are or who may become a party to the First Modification Agreement, (c) Wachovia Bank, National Association, and (d) SunTrust BankEmployees (incorporated by reference to Exhibit 10.1 to the Company’s CurrentCompany's Quarterly Report on Form 8-K filed with10-Q for the Commission on March 4, 2005)fiscal quarter ended June 27, 2004).

        10.12.1


        10.4.3



        TESSCO Technologies Incorporated Performance Share Unit Agreement—Non-employee Director (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended June 27, 2004).

        10.5.1


        Stock Repurchase Agreement, dated as of July 1, 2008, between the Registrant and Brightpoint, Inc. (incorporated herein by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended September 28, 2008).

        10.6.1


        Agreement of Lease By and Between Atrium Building, LLC and TESSCO Technologies Incorporated (incorporated by reference to Exhibit 10.1 to the Company’sCompany's Quarterly Report on Form 10-Q for the fiscal quarter ended September 28, 2003).

        10.13.1


        10.7.1

        TESSCO Technologies Incorporated Performance Share Unit Agreement – Officer and Employees (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 27, 2004).

        10.13.2


        TESSCO Technologies Incorporated Performance Share Unit Agreement – Non-employee Director (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 27, 2004).

        10.14.1

        TESSCO Technologies Incorporated Amended and Restated 1994 Stock and Incentive Plan (incorporated by reference to Exhibit 4.1.1 to The Company’s Registration Statement on Form S-8 File No. 333-118177 filed with the United States Securities and Exchange Commission on August 12, 2004).

        10.15.1


        Credit Agreement dated June 30, 2004, by and among the Registrant and affiliates, and Wachovia Bank, National Association, SunTrust Bank and the lenders party thereto from time to time (incorporated by

        62



        reference to Exhibit 10.2 to the Company’sCompany's Quarterly Report on Form 10-Q for the fiscal quarter ended September 26, 2004).

        10.15.2


        10.7.2



        Term Note of Registrant and affiliates dated June 30, 2004, payable to Wachovia Bank, N.A. and SunTrust Bank (incorporated by reference to Exhibit 10.3 to the Company’sCompany's Quarterly Report on Form 10-Q for the fiscal quarter ended September 26, 2004).

        Table of Contents

        10.15.3

        10.7.3

        Guaranty Agreement dated June 30, 2004, of TESSCO Incorporated, to and for the benefit of Wachovia Bank, N.A., as agent (incorporated by reference to Exhibit 10.4 to the Company’sCompany's Quarterly Report on Form 10-Q for the fiscal quarter ended September 26, 2004).

        10.16.1


        10.7.4



        Asset PurchaseFirst Modification Agreement, Datedmade effective as of April 5, 2006,June 30, 2008, to Credit Agreement dated as of May 31, 2007, by and among TerraWave Solutions, Ltd.the Registrant and its primary operating subsidiaries as borrowers, and SunTrust Bank and Wachovia Bank, N.A., Gigawave Solutions, Ltd. and TESSCO Incorporated and GW Services Solutions, Inc. (incorporatedas lenders (incorporated herein by reference to Exhibit 10.110.2 to the Company’sCompany's Quarterly Report on Form 10-Q for the fiscal quarter ended June 24, 2006)September 28, 2008).

        10.16.2


        10.7.5



        Second Modification Agreement, made effective as of November 26, 2008, to Credit Agreement dated as of May 31, 2007, by and among the Registrant and its primary operating subsidiaries as borrowers, and SunTrust Bank and Wachovia Bank, National Association, as lenders (incorporated herein by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended December 28, 2008).

        10.7.6


        Joinder, Assumption, Ratification and Modification Agreement, dated as of August 29, 2006 by and among the Registrant, various affiliates of the Registrant and Wachovia Bank, N.A. and SunTrust Bank, as lenders (Revolving Line of Credit Facility) (incorporated by reference to Exhibit 10.1 to the Company’sCompany's Quarterly Report on Form 10-Q for the fiscal quarter ended September 24, 2006).

        10.16.3


        10.7.7



        Joinder, Assumption, Ratification and Modification Agreement, dated as of August 29, 2006 by and among the Registrant, various affiliates of the Registrant and Wachovia Bank, N.A. and SunTrust Bank, as lenders (Term Loan) (incorporated by reference to Exhibit 10.2 to the Company’sCompany's Quarterly Report on Form 10-Q for the fiscal quarter ended September 24, 2006).

        11.1.1


        10.8.1



        Asset Purchase Agreement, dated as of April 5, 2006, by and among TerraWave Solutions, Ltd., Gigawave Solutions, Ltd. and TESSCO Incorporated and GW Services Solutions, Inc. (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended June 24, 2006).

        10.9.1


        Supplemental Executive Retirement Plan, between the Company and Robert B. Barnhill, Jr., (originally filed as Exhibit C to Exhibit 10.2 to the Company's Registration Statement on Form S-1 (No. 33-81834)) (filed again herewith).

        10.9.2


        Amendment No. 1 to Supplemental Executive Retirement Plan, dated as of December 31, 2008 (filed herewith).

        10.10.1


        Form of Severance and Restrictive Covenant Agreement, dated February 9, 2009, and entered into between the Company and each of Gerald T. Garland, Douglas A. Rein, Said Tofighi and David M. Young (filed herewith).

        11.1.1


        Statement re: Computation of Per Share Earnings (filed herewith).


        21.1.1



        Subsidiaries of the Registrant (filed herewith).


        23.1.1



        Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm (filed herewith).


        31.1.1



        Rule 15d-14(a) Certification of Robert B. Barnhill, Jr., Chief Executive Officer (filed herewith).


        31.2.1



        Rule 15d-14(a) Certification of David M. Young, Chief Financial Officer (filed herewith).


        32.1.1



        Section 1350 Certification of Robert B. Barnhill, Jr., Chief Executive Officer (filed herewith).


        32.2.1



        Section 1350 Certification of David M. Young, Chief Financial Officer (filed herewith).


        63Table of Contents



        Schedule II: Valuation and Qualifying Accounts

        For the fiscal years ended:

         
         2009 2008 2007 

        Allowance for doubtful accounts:

                  

        Balance, beginning of period

         $1,200,700 $910,400 $853,600 

        Provision for bad debts

          1,593,600  937,900  999,900 

        Write-offs and other adjustments

          (919,600) (647,600) (943,100)
                

        Balance, end of period

         $1,874,700 $1,200,700 $910,400 
                


         
         2009 2008 2007 

        Inventory Reserve:

                  

        Balance, beginning of period

         $2,655,600 $2,984,100 $3,301,300 

        Inventory reserve expense

          1,983,800  3,285,800  1,928,200 

        Write-offs and other adjustments

          (1,958,300) (3,614,300) (2,245,400)
                

        Balance, end of period

         $2,681,100 $2,655,600 $2,984,100 
                

        For the fiscal years ended:

         

        2008

         

        2007

         

        2006

         

        Allowance for doubtful accounts:

         

         

         

         

         

         

         

        Balance, beginning of period

         

        $

        910,400

         

        $

        853,600

         

        $

        1,196,400

         

        Provision for bad debts

         

        937,900

         

        999,900

         

        742,800

         

        Write-offs and other adjustments

         

        (647,600

        )

        (943,100

        )

        (1,085,600

        )

        Balance, end of period

         

        $

        1,200,700

         

        $

        910,400

         

        $

        853,600

         

         

         

        2008

         

        2007

         

        2006

         

        Inventory Reserve:

         

         

         

         

         

         

         

        Balance, beginning of period

         

        $

        2,984,100

         

        $

        3,301,300

         

        $

        2,065,800

         

        Inventory reserve expense

         

        3,285,800

         

        1,928,200

         

        2,437,300

         

        Reduction to inventory reserve

         

        (3,614,300

        )

        (2,245,400

        )

        (1,201,800

        )

        Balance, end of period

         

        $

        2,655,600

         

        $

        2,984,100

         

        $

        3,301,300

         

        64



        Table of Contents

        Signatures
        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.

        TESSCO TECHNOLOGIES INCORPORATED

        By:

        TESSCO Technologies Incorporated




        By:


        /s/ Robert B. Barnhill, Jr.



        Robert B. Barnhill, Jr., President
        May 27, 2009

        June 12, 2008

                

        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.

        /s/ ROBERT B. BARNHILL, JR.

        Robert B. Barnhill, Jr.
        Chairman of the Board, President and Chief Executive

        June 12, 2008

        /s/ Robert B. Barnhill, Jr.

        Officer (principal executive officer)

        May 27, 2009


        Robert B. Barnhill, Jr./s/ DAVID M. YOUNG


        David M. Young



        Senior Vice President, Chief Financial Officer, and
        Corporate Secretary

        June 12, 2008

        /s/ David M. Young

        (principal (principal financial and accounting officer)



        May 27, 2009

        David M. Young


        /s/ JAY G. BAITLER


        Jay G. Baitler



        Director


        June 12, 2008


        May 27, 2009

        Jay G. Baitler


        /s/ JOHN D. BELETIC


        John D. Beletic



        Director


        June 12, 2008


        May 27, 2009

        John D. Beletic


        /s/ BENN R. KONSYNSKI


        Benn R. Konsynski



        Director


        June 12, 2008


        May 27, 2009

        Benn R. Konsynski


        /s/ DANIEL OKRENT

        Daniel Okrent



        Director



        May 27, 2009


        /s/ Daniel Okrent

        Director

        June 12, 2008

        Daniel Okrent

        /s/ DENNIS J. SHAUGHNESSY


        Dennis J. Shaughnessy



        Director


        June 12, 2008


        May 27, 2009

        Dennis J. Shaughnessy


        /s/ MORTON F. ZIFFERER


        Morton F. Zifferer



        Director


        June 12, 2008

        Morton F. Zifferer


        May 27, 2009

        65