Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Sep. 27, 2020 | Oct. 30, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 27, 2020 | |
Document Transition Report | false | |
Entity File Number | 001-33938 | |
Entity Registrant Name | TESSCO Technologies Incorporated | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 52-0729657 | |
Entity Address, Address Line One | 11126 McCormick Road | |
Entity Address, City or Town | Hunt Valley | |
Entity Address, State or Province | MD | |
Entity Address, Postal Zip Code | 21031 | |
City Area Code | 410 | |
Local Phone Number | 229-1000 | |
Title of 12(b) Security | Common Stock | |
Trading Symbol | TESS | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 8,760,562 | |
Entity Central Index Key | 0000927355 | |
Current Fiscal Year End Date | --03-28 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Sep. 27, 2020 | Mar. 29, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 19,400 | $ 50,000 |
Trade accounts receivable, net | 74,688,900 | 82,868,400 |
Product inventory, net | 62,364,300 | 69,148,000 |
Prepaid expenses and other current assets | 14,382,200 | 11,707,500 |
Total current assets | 151,454,800 | 163,773,900 |
Property and equipment, net | 12,971,400 | 13,433,700 |
Intangible assets, net | 15,827,500 | 11,157,400 |
Deferred tax assets | 1,516,200 | 3,032,500 |
Lease asset - right of use | 12,609,400 | 13,949,800 |
Other long-term assets | 5,318,800 | 3,361,400 |
Total assets | 199,698,100 | 208,708,700 |
Current liabilities: | ||
Trade accounts payable | 64,615,900 | 75,512,600 |
Payroll, benefits and taxes | 6,063,600 | 4,258,300 |
Income and sales tax liabilities | 585,700 | 450,800 |
Accrued expenses and other current liabilities | 3,000,200 | 4,244,400 |
Revolving line of credit | 32,052,000 | 25,563,900 |
Lease liability, current | 2,605,000 | 2,579,200 |
Total current liabilities | 108,922,400 | 112,609,200 |
Non-current lease liability | 10,173,900 | 11,481,100 |
Other non-current liabilities | 884,100 | 915,700 |
Total liabilities | 119,980,400 | 125,006,000 |
Shareholders' equity: | ||
Preferred stock, $0.01 par value per share, 500,000 shares authorized and no shares issued and outstanding | ||
Common stock, $0.01 par value per share, 15,000,000 shares authorized, 8,692,421 shares issued and 8,690,171 shares outstanding as of September 27, 2020, and 14,354,368 shares issued and 8,577,549 shares outstanding as of March 29, 2020 | 102,700 | 101,400 |
Additional paid-in capital | 66,303,400 | 65,318,500 |
Treasury stock, at cost, 2,250 shares as of September 27, 2020 and 5,776,819 shares as of March 29, 2020 | (14,100) | (58,496,200) |
Retained earnings | 13,325,700 | 76,779,000 |
Total shareholders' equity | 79,717,700 | 83,702,700 |
Total liabilities and shareholders' equity | $ 199,698,100 | $ 208,708,700 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 27, 2020 | Mar. 29, 2020 |
Shareholders' equity: | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, authorized (in shares) | 500,000 | 500,000 |
Preferred stock, issued (in shares) | 0 | 0 |
Preferred stock, outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars shares) | $ 0.01 | $ 0.01 |
Common stock, authorized (in shares) | 15,000,000 | 15,000,000 |
Common stock, issued (in shares) | 8,692,421 | 14,354,368 |
Common stock, outstanding (in shares) | 8,690,171 | 8,577,549 |
Treasury stock (in shares) | 2,250 | 5,776,819 |
Consolidated Statements of (Los
Consolidated Statements of (Loss) Income - USD ($) | 3 Months Ended | 6 Months Ended | ||
Sep. 27, 2020 | Sep. 29, 2019 | Sep. 27, 2020 | Sep. 29, 2019 | |
Consolidated Statements of (Loss) Income | ||||
Revenues | $ 119,655,400 | $ 141,810,900 | $ 239,468,900 | $ 272,540,200 |
Cost of goods sold | 96,983,200 | 115,491,600 | 197,971,000 | 220,957,400 |
Gross profit | 22,672,200 | 26,319,300 | 41,497,900 | 51,582,800 |
Selling, general and administrative expenses | 22,812,200 | 25,745,200 | 46,546,600 | 53,841,700 |
Restructuring charge | 488,000 | |||
(Loss) income from operations | (140,000) | 574,100 | (5,048,700) | (2,746,900) |
Interest expense, net | 105,900 | 335,100 | 216,600 | 543,800 |
(Loss) income before provision for (benefit from) income taxes | (245,900) | 239,000 | (5,265,300) | (3,290,700) |
Provision for (benefit from) income taxes | 21,000 | 217,000 | (367,000) | (819,900) |
Net (loss) income | $ (266,900) | $ 22,000 | $ (4,898,300) | $ (2,470,800) |
Basic loss per share (in dollars per share) | $ (0.03) | $ (0.57) | $ (0.29) | |
Diluted loss per share (in dollars per share) | $ (0.03) | $ (0.57) | $ (0.29) | |
Basic weighted-average common shares outstanding (in shares) | 8,656,877 | 8,518,326 | 8,637,340 | 8,506,247 |
Effect of dilutive options and other equity instruments (in shares) | 131,994 | |||
Diluted weighted-average common shares outstanding (in shares) | 8,656,877 | 8,650,320 | 8,637,340 | 8,506,247 |
Cash dividends declared per common share (in dollars per share) | $ 0.20 | $ 0.40 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Shareholders' Equity - USD ($) | Common Stock | Additional Paid-in Capital | Treasury Stock | Retained Earnings | Total |
Balance at Mar. 31, 2019 | $ 99,800 | $ 62,666,400 | $ (57,614,100) | $ 103,635,100 | $ 108,787,200 |
Balance (in shares) at Mar. 31, 2019 | 8,468,529 | ||||
Increase (Decrease) in Stockholders' Equity | |||||
Proceeds from issuance of stock | $ 100 | 143,100 | 143,200 | ||
Proceeds from issuance of stock (in shares) | 9,250 | ||||
Treasury stock purchases | (189,100) | (189,100) | |||
Treasury stock purchases (in shares) | (10,488) | ||||
Non-cash stock compensation expense | $ 400 | 338,500 | 338,900 | ||
Non-cash stock compensation expense (in shares) | 41,256 | ||||
Cash dividends paid | (1,702,600) | (1,702,600) | |||
Net loss | (2,492,800) | (2,492,800) | |||
Balance at Jun. 30, 2019 | $ 100,300 | 63,148,000 | (57,803,200) | 99,439,700 | 104,884,800 |
Balance (in shares) at Jun. 30, 2019 | 8,508,547 | ||||
Balance at Mar. 31, 2019 | $ 99,800 | 62,666,400 | (57,614,100) | 103,635,100 | 108,787,200 |
Balance (in shares) at Mar. 31, 2019 | 8,468,529 | ||||
Increase (Decrease) in Stockholders' Equity | |||||
Net loss | (2,470,800) | ||||
Balance at Sep. 29, 2019 | $ 101,000 | 64,504,000 | (58,484,300) | 97,757,500 | 103,878,200 |
Balance (in shares) at Sep. 29, 2019 | 8,531,899 | ||||
Balance at Jun. 30, 2019 | $ 100,300 | 63,148,000 | (57,803,200) | 99,439,700 | 104,884,800 |
Balance (in shares) at Jun. 30, 2019 | 8,508,547 | ||||
Increase (Decrease) in Stockholders' Equity | |||||
Proceeds from issuance of stock | $ 200 | 283,600 | 283,800 | ||
Proceeds from issuance of stock (in shares) | 19,236 | ||||
Treasury stock purchases | (681,100) | (681,100) | |||
Treasury stock purchases (in shares) | (44,009) | ||||
Non-cash stock compensation expense | 391,800 | 391,800 | |||
Exercise of stock options (in dollars) | $ 500 | 680,600 | 681,100 | ||
Exercise of stock options (in shares) | 48,125 | ||||
Cash dividends paid | (1,704,200) | (1,704,200) | |||
Net loss | 22,000 | 22,000 | |||
Balance at Sep. 29, 2019 | $ 101,000 | 64,504,000 | (58,484,300) | 97,757,500 | 103,878,200 |
Balance (in shares) at Sep. 29, 2019 | 8,531,899 | ||||
Balance at Mar. 29, 2020 | $ 101,400 | 65,318,500 | (58,496,200) | 76,779,000 | $ 83,702,700 |
Balance (in shares) at Mar. 29, 2020 | 8,577,549 | 8,577,549 | |||
Increase (Decrease) in Stockholders' Equity | |||||
Proceeds from issuance of stock | $ 200 | 132,500 | $ 132,700 | ||
Proceeds from issuance of stock (in shares) | 23,676 | ||||
Treasury stock purchases | (58,800) | (58,800) | |||
Treasury stock purchases (in shares) | (12,781) | ||||
Non-cash stock compensation expense | $ 600 | 311,300 | 311,900 | ||
Non-cash stock compensation expense (in shares) | 48,685 | ||||
Net loss | (4,631,400) | (4,631,400) | |||
Balance at Jun. 28, 2020 | $ 102,200 | 65,762,300 | (58,555,000) | 72,147,600 | 79,457,100 |
Balance (in shares) at Jun. 28, 2020 | 8,637,129 | ||||
Balance at Mar. 29, 2020 | $ 101,400 | 65,318,500 | (58,496,200) | 76,779,000 | $ 83,702,700 |
Balance (in shares) at Mar. 29, 2020 | 8,577,549 | 8,577,549 | |||
Increase (Decrease) in Stockholders' Equity | |||||
Net loss | $ (4,898,300) | ||||
Balance at Sep. 27, 2020 | $ 102,700 | 66,303,400 | (14,100) | 13,325,700 | $ 79,717,700 |
Balance (in shares) at Sep. 27, 2020 | 8,690,171 | 8,690,171 | |||
Balance at Jun. 28, 2020 | $ 102,200 | 65,762,300 | (58,555,000) | 72,147,600 | $ 79,457,100 |
Balance (in shares) at Jun. 28, 2020 | 8,637,129 | ||||
Increase (Decrease) in Stockholders' Equity | |||||
Proceeds from issuance of stock | $ 400 | 224,500 | 224,900 | ||
Proceeds from issuance of stock (in shares) | 47,792 | ||||
Treasury stock purchases | (14,100) | (14,100) | |||
Treasury stock purchases (in shares) | (2,250) | ||||
Non-cash stock compensation expense | $ 100 | 316,600 | 316,700 | ||
Non-cash stock compensation expense (in shares) | 7,500 | ||||
Retirement of treasury stock (in dollars) | 58,555,000 | (58,555,000) | |||
Net loss | (266,900) | (266,900) | |||
Balance at Sep. 27, 2020 | $ 102,700 | $ 66,303,400 | $ (14,100) | $ 13,325,700 | $ 79,717,700 |
Balance (in shares) at Sep. 27, 2020 | 8,690,171 | 8,690,171 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 6 Months Ended | |
Sep. 27, 2020 | Sep. 29, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (4,898,300) | $ (2,470,800) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 2,256,500 | 2,074,600 |
Non-cash stock-based compensation expense | 628,600 | 730,700 |
Deferred income taxes and other | 1,516,300 | |
Change in trade accounts receivable | 8,179,500 | 2,341,700 |
Change in product inventory | 6,783,700 | (12,298,800) |
Change in prepaid expenses and other current assets | (2,674,700) | (3,518,800) |
Change in other assets and other liabilities | (1,799,500) | 16,500 |
Change in trade accounts payable | (10,550,700) | 630,200 |
Change in payroll, benefits and taxes | 1,805,300 | (2,053,500) |
Change in income and sales tax liabilities | 134,900 | (487,300) |
Change in accrued expenses and other current liabilities | (935,500) | 1,001,900 |
Net cash provided by (used in) operating activities | 446,100 | (14,033,600) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Acquisition of property and equipment | (379,700) | (739,600) |
Purchases of internal use software | (6,620,100) | (2,593,900) |
Net cash used in investing activities | (6,999,800) | (3,333,500) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Net borrowings from revolving line of credit | 6,488,100 | 20,901,400 |
Proceeds from issuance of common stock | 107,900 | 142,300 |
Cash dividends paid | (3,406,800) | |
Proceeds from exercise of stock options | 680,600 | |
Purchases of treasury stock and repurchases of stock from employees | (72,900) | (870,200) |
Other financing activities | (2,300) | |
Net cash provided by financing activities | 6,523,100 | 17,445,000 |
Net (decrease) increase in cash and cash equivalents | (30,600) | 77,900 |
CASH AND CASH EQUIVALENTS, beginning of period | 50,000 | 30,300 |
CASH AND CASH EQUIVALENTS, end of period | $ 19,400 | $ 108,200 |
Description of Business and Bas
Description of Business and Basis of Presentation | 6 Months Ended |
Sep. 27, 2020 | |
Description of Business and Basis of Presentation | |
Description of Business and Basis of Presentation | Note 1. Description of Business and Basis of Presentation TESSCO Technologies Incorporated, a Delaware corporation (TESSCO, we, or the Company), architects and delivers innovative product and value chain solutions to support wireless 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’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. Almost all of the Company’s sales are made in United States Dollars. In management’s opinion, the accompanying interim Consolidated Financial Statements of the Company include all adjustments, consisting only of normal, recurring adjustments, necessary for a fair presentation of the Company’s financial position for the interim periods presented. These statements are presented in accordance with the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) and have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). Certain information and footnote disclosures normally included in the Company’s annual financial statements have been omitted from these statements, as permitted under the applicable rules and regulations. The results of operations presented in the accompanying interim Consolidated Financial Statements are not necessarily representative of operations for an entire year. The information included in this Form 10-Q should be read in conjunction with the Consolidated Financial Statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 29, 2020, filed with SEC on June 5, 2020. |
Recently Issued Accounting Pron
Recently Issued Accounting Pronouncements | 6 Months Ended |
Sep. 27, 2020 | |
Recently Issued Accounting Pronouncements | |
Recently Issued Accounting Pronouncements | Note 2. Recently Issued Accounting Pronouncements Recently issued accounting pronouncements not yet adopted: In June 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments which amends the impairment model by requiring entities to use a forward-looking approach based on expected losses rather than incurred losses to estimate credit losses on certain types of financial instruments, including trade receivables. This may result in the earlier recognition of allowances for losses. This ASU is effective for periods beginning after December 15, 2022. The Company is currently evaluating the impact the adoption of this new standard will have on its Consolidated Financial Statements and will adopt the standard on the first day of the Company’s 2024 fiscal year. |
Intangible Assets
Intangible Assets | 6 Months Ended |
Sep. 27, 2020 | |
Intangible Assets | |
Intangible Assets | Note 3. Intangible Assets Intangible assets, net on our Consolidated Balance Sheet as of September 27, 2020, consists of capitalized internally development computer software and an indefinite lived intangible asset. Capitalized internally developed computer software, net of accumulated amortization, was $15,032,100 and $10,362,000 as of September 27, 2020 and September 29, 2019, respectively. Amortization expense of capitalized internally developed computer software was $502,300 and $440,200 for the fiscal quarter ended September 27, 2020 and September 29, 2019, respectively. Amortization expense of capitalized internally developed computer software was $1,150,800 and $914,100 for the six months ended September 27, 2020 and September 29, 2019, respectively. Indefinite lived intangible assets were $795,400 as of September 27, 2020 and September 29, 2019. |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Sep. 27, 2020 | |
Stock-Based Compensation | |
Stock-Based Compensation | Note 4. Stock-Based Compensation The Company’s selling, general and administrative expenses for the fiscal quarter and six months ended September 27, 2020 includes $ 316,700 and $628,600 , respectively of non-cash stock-based compensation expense. The Company’s selling, general and administrative expenses for the fiscal quarter and six months ended September 29, 2019 includes $391,800 and $730,700 , respectively of non-cash stock-based compensation expense. Non-cash stock-based compensation expense is primarily related to our Performance Stock Units (PSUs), Restricted Stock Units (RSUs), Restricted Stock, and Stock Options, granted or outstanding under the Company’s Third Amended and Restated Stock and Incentive Plan (the “1994 Plan”) and 2019 Stock and Incentive Plan (the “2019 Plan” and together with the 1994 Plan, the “Plans”), which was approved at the Annual Meeting of Shareholders held on July 25, 2019. No additional awards may be granted under the 1994 Plan, although awards outstanding under the 1994 Plan remain outstanding and governed by its terms. Performance Stock Units: The following table summarizes the activity under the Company’s PSU program under the Plans, for the first six months of fiscal 2021: Six Months Weighted Ended Average Fair September 27, Value at Grant 2020 Date (per unit) Unvested shares available for issue under outstanding PSUs, beginning of period 68,355 $ 15.00 PSUs Vested (19,191) 14.17 PSUs Forfeited/Cancelled (33,116) 15.69 Unvested shares available for issue under outstanding PSUs, end of period 16,048 $ 14.57 The PSUs cancelled during fiscal 2021 primarily related to the fiscal 2020 grant of PSUs, which had a one-year measurement period (fiscal 2020). The PSUs were cancelled because the applicable fiscal 2020 performance targets were not attained. Per the provisions of the 2019 Plan, the shares related to these forfeited and cancelled PSUs were added back to the 2019 Plan and became available for future issuance under the 2019 Plan. If all unvested PSUs earned thus far are assumed to vest in accordance with terms of the applicable award agreement, total unrecognized compensation costs on these PSUs would be less than $0.1 million as of September 27, 2020, and would be expensed through fiscal 2022. Restricted Stock Units: On May 15, 2020, the Compensation Committee, with the concurrence of the full Board of Directors, granted an aggregate of 21,000 RSUs under the 2019 Plan to non-employee directors of the Company. These awards provide for the issuance of shares of the Company’s common stock in accordance with a vesting schedule that generally provides for the vesting of 25% of the award on or about each of May 15 of 2021, 2022, 2023 and 2024, provided that the participant remains associated with the Company (or meets other criteria as prescribed in the applicable agreement) on each such date. Restricted Stock: On May 15, 2020 and July 24, 2020, the Compensation Committee, with the concurrence of the full Board of Directors, awarded an aggregate of 65,821 shares of the Company’s common stock as restricted stock under the 2019 Plan to non-employee directors of the Company in lieu of their annual cash retainer for fiscal 2021. The value of the restricted shares at the time of issue to each director was determined by the Compensation Committee to approximate the cash amount of the 2021 fiscal year board retainer per director. These shares of restricted stock were issued subject to a risk of forfeiture that will lapse in whole or in part on July 1, 2021, generally depending on the length of continued service of the recipient on the Board for fiscal 2021. Dividends accruing in respect of the shares of restricted stock, if any, will accrue but will not be paid until July 1, 2021 and only in respect of those shares for which the risk of forfeiture has then lapsed. As of September 27, 2020, there was approximately $0.6 million of total unrecognized compensation cost related to all outstanding RSUs and restricted stock, assuming all shares are earned. Unrecognized compensation costs are expected to be recognized ratably over a weighted average period of approximately three years. PSUs and RSUs are expensed based on the grant date fair value, calculated as the closing price of TESSCO common stock as reported by Nasdaq on the date of grant minus the present value of dividends expected to be paid on the common stock before the award vests, because dividends or dividend-equivalent amounts do not accrue and are not paid on unvested PSUs and RSUs. The Company accounts for forfeitures as they occur rather than estimate expected forfeitures. To the extent that forfeitures occur, stock-based compensation related to the restricted awards may be different from the Company’s expectations. Stock Options: 1/36 In addition, on May 15, 2020, performance-based stock options for an aggregate of 65,000 shares of common stock were granted under the 2019 Plan to certain officers of the Company. These stock options also have exercise prices equal to the market price of the Company’s stock on the grant date, and the terms thereof also provide for 25% vesting after one year and then 1/36 one half The value of each option at the date of grant is amortized as compensation expense over the service period. This occurs without regard to subsequent changes in stock price, volatility, or interest rates over time, provided the option remains outstanding. The following tables summarize the pertinent information for outstanding options. Six Months Weighted Ended Average Fair September 27, Value at Grant 2020 Date (per unit) Unvested options, beginning of period 465,374 $ 2.38 Options Granted 225,000 2.00 Options Forfeited/Cancelled (46,041) 2.33 Options Vested (63,375) 3.28 Unvested options, end of period 580,958 2.14 September 27, 2020 Grant Fiscal Year Options Granted Option Exercise Price Options Outstanding Options Exercisable 2021 225,000 $ 4.52 215,000 - 2020 405,000 $ 13.54 358,000 32,667 2019 66,500 $ 16.31 44,000 24,624 2018 230,000 $ 15.12 110,000 89,792 2017 410,000 $ 12.57 273,958 272,917 2016 100,000 $ 22.42 40,000 40,000 Total 1,040,958 460,000 Grant Fiscal Year Expected Stock Price Volatility Risk-Free Interest Rate Expected Dividend Yield Average Expected Term Resulting Black Scholes Value 2021 46.68 % 1.16 % 0.00 % 4.0 $ 2.00 2020 35.88 % 2.00 % 5.82 % 4.0 $ 2.53 2019 35.59 % 3.11 % 4.99 % 4.0 $ 3.38 As of September 27, 2020, there was approximately $1.0 million of total unrecognized compensation costs related to these options, assuming all shares are earned. These unrecognized compensation costs are expected to be recognized ratably over a period of approximately three years. |
Retirement of Treasury Stock
Retirement of Treasury Stock | 6 Months Ended |
Sep. 27, 2020 | |
Retirement of Treasury Stock | |
Retirement of Treasury Stock | Note 5. Retirement of Treasury Stock On July 2, 2020, the Board of Directors adopted resolutions providing for the retirement of the Company’s then accumulated treasury stock, and for a corresponding reduction in capital. Immediately prior to the retirement, the Company held 5,789,600 shares of issued but not outstanding common stock as treasury stock, at a cost of $58,555,000 . Upon retirement, the cost of the treasury stock was netted against retained earnings, and the number of authorized and unissued shares of common stock correspondingly increased by 5,789,600 shares. The total number of authorized shares of common stock remains unchanged at 15,000,000 . There has been no change to the total stockholders’ equity as a result of such resolutions. |
Borrowings Under Revolving Cred
Borrowings Under Revolving Credit Facility | 6 Months Ended |
Sep. 27, 2020 | |
Borrowings Under Revolving Credit Facility | |
Borrowings Under Revolving Credit Facility | Note 6. Borrowings Under Revolving Credit Facility On October 19, 2017, the Company and its primary operating subsidiaries, as co-borrowers, and SunTrust Bank, as Administrative Agent and Lender, and Wells Fargo Bank, National Association, as a Lender, entered into an Amended and Restated Credit Agreement (the “Amended and Restated Credit Agreement”), which amended and restated the terms of a previously established secured Revolving Credit Facility with the same lenders, and which resulted in, among other modifications, an increase in the Company’s borrowing limit to up to $75 million, from the previous borrowing limit of up to $35 million. Capitalized terms used but not otherwise defined in this and the following four paragraphs have the meanings ascribed to each in the Amended and Restated Credit Agreement. In addition to increasing the Company’s borrowing limit, and among other modifications, the Amended and Restated Credit Agreement extended the maturity date of the secured Revolving Credit Facility to October 19, 2021. The Amended and Restated Credit Agreement also set forth financial covenants, including a fixed charge coverage ratio to be maintained at any time during which the borrowing availability, as determined in accordance with the Amended and Restated Credit Agreement, falls below $10 million, as well as terms that could limit our ability to engage in specified transactions or activities, including (but not limited to) investments and acquisitions, sales of assets, payment of dividends, issuance of additional debt and other matters. The Amended and Restated Credit Agreement provides for a $5.0 million sublimit for the issuance of standby letters of credit, a $12.5 million sublimit for swingline loans and an accordion feature which, subject to certain conditions, could increase the aggregate amount of the commitments to up to $125 million, with the optional commitments being provided by existing Lenders or new lenders reasonably acceptable to the Administrative Agent. No Lender is obligated to increase its commitment. Availability is determined in accordance with a Borrowing Base, which has been expanded to include not only Eligible Receivables but also Eligible Inventory and is generally: (A) the sum of (i) 85% of Eligible Receivables; (ii) the Inventory Formula Amount for all Eligible Inventory which is aged less than 181 days ; and (iii) the lesser of (x) $4 million and (y) the Inventory Formula Amount for all Eligible Inventory which is aged at least 181 days ; minus (B) Reserves. Borrowings under the Amended and Restated Credit Agreement initially accrue interest from the applicable borrowing date at an Applicable Rate equal to the Eurodollar Rate plus the Applicable Margin. The Eurodollar Rate is the rate per annum obtained by dividing (i) LIBOR by (ii) a percentage equal to 1.00 minus the Eurodollar Reserve Percentage. When the Applicable Rate is the Eurodollar Rate plus the Applicable Margin, the Applicable Margin is 1.50% if Average Availability is greater than or equal to $15 million, and 1.75% otherwise. On September 27, 2020, the interest rate applicable to borrowings under the secured Revolving Credit Facility was 1.66%. Under certain circumstances, the Applicable Rate is subject to change at the Lenders’ option from the Eurodollar Rate plus the Applicable Margin to the Base Rate plus the Applicable Margin. Following an Event of Default, in addition to changing the Applicable Rate to the Base Rate plus the Applicable Margin, the Lenders’ may at their option set the Applicable Margin at 0.50% if the Base Rate applies or 1.75% if the Eurodollar Rate applies, and increase the Applicable Rate by an additional 200 basis points. The Applicable Rate adjusts on the first Business Day of each calendar month. The Company is required to pay a monthly Commitment Fee on the average daily unused portion of the secured Revolving Credit Facility provided for pursuant to the Amended and Restated Credit Agreement, at a per annum rate equal to 0.25%. In connection with the entering into of the Amended and Restated Credit Agreement, the Company, the other Company affiliate borrowers under the Amended and Restated Credit Agreement and other subsidiaries of the Company, referred to collectively as the Loan Parties, executed and delivered to SunTrust Bank, as Administrative Agent, a Reaffirmation Agreement, pursuant to which the obligations of the Loan Parties under a Guaranty and Security Agreement previously delivered by them in connection with the secured Revolving Credit Facility as previously existing (including the previously existing guaranty by the Loan Parties not otherwise Borrowers and the previously existing grant by the Company and the other Loan Parties of a continuing first priority security interest in inventory, accounts receivable and deposit accounts, and on all documents, instruments, general intangibles, letter of credit rights, and all proceeds) were ratified and confirmed as respects the Obligations arising from time to time under the secured Revolving Credit Facility provided for under the Amended and Restated Credit Agreement, and as respects certain other obligations of the Loan Parties to the Lenders and their affiliates arising from time to time, relating to swaps, hedges and cash management and other bank products. Borrowings may be used for working capital and other general corporate purposes, as further provided in, and subject to the applicable terms of, the Amended and Restated Credit Agreement. As of September 27, 2020, borrowings under the secured Revolving Credit Facility totaled $32.1 million and, therefore, the Company had $42.9 million available for borrowing as of September 27, 2020, subject to the Borrowing Base limitation and compliance with the other applicable terms of the Amended and Restated Credit Agreement, including the covenants referenced above. The line of credit has a lockbox arrangement associated with it and therefore the outstanding balance is classified as a current liability on our balance sheet. As of March 29,2020, borrowings under the secured Revolving Credit Facility totaled $25.6 million and, therefore, the Company had $49.4 million available on its revolving line of credit facility as of March 29, 2020, again subject to the Borrowing Base limitation and compliance with the other applicable terms of the Amended and Restated Credit Agreement, including the covenants referenced above. As discussed in Note 11, on October 29, 2020, the Company entered into a new credit agreement and terminated the secured Revolving Credit Facility discussed above. |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Sep. 27, 2020 | |
Earnings Per Share | |
Earnings Per Share | Note 7. Earnings Per Share The Company presents the computation of earnings per share (“EPS”) on a basic and diluted basis. Basic EPS is computed by dividing net income by the weighted average number of shares outstanding during the reported period. Diluted EPS is computed similarly to basic EPS, except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential additional common shares that were dilutive had been issued. Common shares are excluded from the calculation if they are determined to be anti-dilutive. Diluted EPS was equal to basic EPS for the fiscal quarter ended and six months ended September 27, 2020 because the Company operated at a loss. The number of diluted weighted-average common shares would have been 8,766,481 for the fiscal quarter ended September 27, 2020, and 8,728,671 for six months ended September 27, 2020, respectively, if the Company was at a positive earning position. At September 27, 2020, stock options with respect to 1,040,958 shares of common stock were outstanding, of which 815,958 were anti-dilutive. There were no anti-dilutive PSUs or RSUs outstanding |
Business Segments
Business Segments | 6 Months Ended |
Sep. 27, 2020 | |
Business Segments | |
Business Segments | Note 8. Business Segments The Company evaluates its business within two segments: commercial and retail. The commercial segment consists of the following customer markets: (1) public carriers, that are generally responsible for building and maintaining the infrastructure system and provide airtime service to individual subscribers; and (2) value-added resellers and integrators, which includes value-added resellers, the government channel and private system operator markets. The retail segment consists of the retail market which includes retailers, independent dealer agents and carriers. The Company evaluates revenue, gross profit, and income before provision for income taxes at the segment level. Certain cost of sales and other applicable expenses have been allocated to each segment based on a percentage of revenues and/or gross profit, where appropriate. Segment and market activity for the second quarter and first six months of fiscal years 2021 and 2020 are as follows (in thousands): Three Months Ended September 27, 2020 September 29, 2019 Commercial Retail Commercial Retail Segment Segment Total Segment Segment Total Revenues Public carrier $ 32,632 $ — $ 32,632 $ 39,169 $ — $ 39,169 Value-added resellers and integrators 56,260 — 56,260 64,482 — 64,482 Retail — 30,763 30,763 — 38,160 38,160 Total revenues $ 88,892 $ 30,763 $ 119,655 $ 103,651 $ 38,160 $ 141,811 Gross Profit Public carrier $ 3,570 $ — $ 3,570 $ 4,860 $ — $ 4,860 Value-added resellers and integrators 13,551 — 13,551 15,324 — 15,324 Retail — 5,551 5,551 — 6,135 6,135 Total gross profit $ 17,121 $ 5,551 $ 22,672 $ 20,184 $ 6,135 $ 26,319 Directly allocable expenses 7,293 2,183 9,476 7,868 3,011 10,879 Segment net profit contribution $ 9,828 $ 3,368 13,196 $ 12,316 $ 3,124 15,440 Corporate support expenses 13,442 15,201 (Loss) income before provision for income taxes $ (246) $ 239 Six Months Ended September 27, 2020 September 29, 2019 Commercial Retail Commercial Retail Segment Segment Total Segment Segment Total Revenues Public carrier $ 71,887 $ — $ 71,887 $ 72,655 $ — $ 72,655 Value-added resellers and integrators 113,483 — 113,483 129,676 — 129,676 Retail — 54,099 54,099 — 70,209 70,209 Total revenues $ 185,370 $ 54,099 $ 239,469 $ 202,331 $ 70,209 $ 272,540 Gross Profit Public carrier $ 7,298 $ — $ 7,298 $ 9,113 $ — $ 9,113 Value-added resellers and integrators 26,276 — 26,276 31,293 — 31,293 Retail — 7,924 7,924 — 11,177 11,177 Total gross profit $ 33,574 $ 7,924 $ 41,498 $ 40,406 $ 11,177 $ 51,583 Directly allocable expenses 14,755 4,071 18,826 17,438 6,026 23,464 Segment net profit contribution $ 18,819 $ 3,853 22,672 $ 22,968 $ 5,151 28,119 Corporate support expenses 27,937 31,410 Income before provision for income taxes $ (5,265) $ (3,291) |
Leases
Leases | 6 Months Ended |
Sep. 27, 2020 | |
Leases | |
Leases | Note 9. Leases The Company leases certain office spaces and equipment. Leases with an initial term of twelve months or less are not recorded on the balance sheet. The Company’s leases include rental payments adjusted for inflation. The right-of-use lease asset and lease liability are recorded on our Consolidated Balance Sheet. Quantitative information regarding the Company’s leases is as follows: Six Months Ended September 27, 2020 Operating lease expense $ 1,748,300 As of September 27, 2020 Maturities of lease liabilities by fiscal year are as follow: 2021 $ 1,584,200 2022 3,164,000 2023 3,018,300 2024 2,725,700 2025 2,609,900 Thereafter 1,987,600 Total 15,089,700 Less: present value discount (2,310,800) Present value of lease liabilities $ 12,778,900 Weighted-average discount rate: 3.8% Weighted-average remaining lease term 4.9 years |
Shares Withheld
Shares Withheld | 6 Months Ended |
Sep. 27, 2020 | |
Shares Withheld | |
Shares Withheld | Note 10. Shares Withheld The Company withholds shares of common stock from its employees and directors at their request, equal to the minimum federal and state tax withholdings or proceeds due to the Company related to vested PSUs, stock option exercises and vested RSUs. For the six months ended September 27, 2020 and September 29, 2019, the aggregate value of the shares withheld totaled $72,900 and $870,200 , respectively. |
Concentration of Risk
Concentration of Risk | 6 Months Ended |
Sep. 27, 2020 | |
Concentration of Risk | |
Concentration of Risk | Note 11. Concentration of Risk The Company’s future results could be negatively impacted by the loss of certain customer and/or vendor relationships. For the fiscal quarter ended September 27, 2020, no customer accounted for more than 10% of total consolidated revenue. For the fiscal quarter ended September 29, 2019, revenue from the Company’s largest customer accounted for 10.5% of consolidated revenue. For the six months ended September 27, 2020 and September 29, 2019, no customer accounted for more than 10% of total consolidated revenue. For the fiscal quarter ended September 27, 2020, sales of products purchased from the Company’s largest supplier accounted for 19.7% of consolidated revenue. For the fiscal quarter ended September 29, 2019, sales of products purchased from the Company’s largest supplier accounted for 21.9% of consolidated revenue. No other suppliers accounted for more than 10% of consolidated revenue. For the six months ended September 27, 2020, sales of products purchased from the Company’s largest supplier accounted for 20.6% of consolidated revenue. For the six months ended September 29, 2019, sales of products purchased from the Company’s largest supplier accounted for 21.7% of consolidated revenue. No other suppliers accounted for more than 10% of consolidated revenue. |
Subsequent Event
Subsequent Event | 6 Months Ended |
Sep. 27, 2020 | |
Subsequent Event | |
Subsequent Event | Note 12. Subsequent Events Inventory Purchase Agreement: On October 28, 2020, the Company entered into a definitive Inventory Purchase Agreement (the “Agreement”) which, at closing, will result in the Company’s exit from its retail business through the sale to Voice Comm, LLC, a Delaware limited liability company (“Voice Comm”), of most of the Company’s retail inventory, the Ventev brand as it relates to mobile device accessory products, and certain other retail-related assets. The Company will retain the Ventev brand as it relates to its commercial business products and operations, and will continue to fulfill orders and support the Company’s retail business customers until the business has been transitioned to Voice Comm. The transaction consideration to be paid at closing includes a payment for retail inventory being sold to Voice Comm at an amount that will be determined at closing in accordance with an agreed-upon valuation process to be performed by the Company and Voice Comm. The Company estimates the total cash to be received at closing to be between $8 million and $12 million, in the aggregate. The consideration to be paid at closing is subject to customary post-closing adjustments. In addition, Voice Comm has agreed to conditional payments over the next two years for purchase price adjustments related to specified inventory sold, and future customer returns during the two year period after the closing, and royalty payments for sales of Ventev-branded mobile device and accessory products for a four year period after the closing. The Agreement also addresses operational matters regarding transition of the inventory and other assets sold to Voice Comm. The transaction is expected to close in the third fiscal quarter of the current fiscal year, subject to closing conditions, including those customary for transactions of this kind. Accordingly, there are no assurances that the transaction will close in a timely manner, or ever. Voice Comm paid a $1 million deposit to the Company, which, in the event of termination of the Agreement before closing, will either be retained by the Company or returned to Voice Comm, depending on the reason for the termination. Tessco will be required to return the deposit and pay up to $1 million, including reimbursement of Voice Comm’s expenses, if Tessco does not proceed to closing under certain circumstances following a defined change in control of Tessco. Pursuant to the terms of the Agreement, the Company has agreed that, for a multi-year period following the closing, neither it nor its affiliates (including any owner of a majority of Tessco) will compete with Voice Comm’s retail business as operated by the Company at closing, subject to certain exceptions set forth in the Agreement. Tessco retains the ability to continue to supply retail products to its commercial customers, and the overall non-compete obligation may be terminated early by Tessco upon the occurrence of certain change in control events and the payment of a termination fee in connection therewith (which termination fee is initially an amount equal to $5,000,000 and diminishes ratably over the non-compete period). Credit Agreement: On October 29, 2020, the Company entered into a Credit Agreement (the “Credit Agreement”) among the Company, the Company’s primary operating subsidiaries as co-borrowers, the Lenders party thereto, and Wells Fargo Bank, National Association (“Wells”), as Administrative Agent, swingline lender and an issuing bank. Terms used, but not defined, in this and the following nine (9) paragraphs have the meanings set forth in the Credit Agreement or the related Guaranty and Security Agreement. The Credit Agreement provides for a senior secured asset based revolving credit facility of up to $75 million (the “Revolving Credit Facility”), which matures in forty-two months, on April 29, 2024. The Revolving Credit Facility includes a $5.0 million letter of credit sublimit and provides for the issuance of Swing Loans. The Credit Agreement also includes a provision permitting the Company, subject to certain conditions, to increase the aggregate amount of the commitments under the Revolving Credit Facility to an aggregate commitment amount of up to $125 million with optional additional commitments from then existing Lenders or new commitments from additional lenders, although no Lender is obligated to increase its commitment. Availability is determined in accordance with the Borrowing Base, which is generally 85% of Eligible Accounts minus plus plus minus Borrowings initially accrue interest from the applicable borrowing date: (A) if a LIBOR Rate Loan, at a per annum rate equal to the LIBOR Rate plus the LIBOR Rate Margin of 2.25% until the March 31, 2021 financial statements are delivered and thereafter (i) if the Fixed Charge Coverage Ratio is less than 1.10 :1 .00, then 2.25% or (ii) if the Fixed Charge Coverage Ratio is greater than or equal to 1.10 :1.00, then 2.00% ; (B) if a Base Rate Loan, at a per annum rate equal to the Base Rate plus the Base Rate Margin of 1.25% per annum until the March 31, 2021 financial statements are delivered and thereafter (i) if the Fixed Charge Coverage Ratio is less than 1.10 :1.00, then 1.25% or (ii) if the Fixed Charge Coverage Ratio is greater than or equal to 1.10 :1.00, then 1.00% . The Credit Agreement contains a LIBOR floor of 0.25% so that if the LIBOR Rate is below 0.25% , then the LIBOR Rate will be deemed to be equal to 0.25% for purposes of the Credit Agreement. Following an Event of Default, the Lenders’ may at their option increase the applicable per annum rate to a rate equal to two percentage points above such rate and, with certain events of default such increase is automatic. The Company is required to pay a monthly Unused Line Fee on the average daily unused portion of the Revolving Credit Facility, at a per annum rate equal to 0.25% . The Credit Agreement contains one financial covenant, a Fixed Charge Coverage Ratio, which is tested only if Excess Availability (generally, borrowing availability less the aggregate of trade payables and book overdrafts, each in excess of historical amounts) is less than the greater of (a) 16.7% of the maximum amount of the Credit Facility (at closing, $12,525,000) and (b) $12,500,000 . In addition, the Credit Agreement contains provisions that could limit our ability to engage in specified transactions or activities, including (but not limited to) investments and acquisitions, sales of assets, payment of dividends, issuance of additional debt and other matters. Borrowings under the Revolving Credit Facility will be used to pay all indebtedness outstanding under the existing credit facility among the Company and certain subsidiaries, the lenders party thereto and Truist Bank (successor by merger to SunTrust Bank), as administrative agent, and thereafter may be used for working capital and other general corporate purposes, and as further provided in, and subject to the applicable terms of, the Credit Agreement. The Company is required to make certain prepayments under the Revolving Credit Facility under certain circumstances, including from net cash proceeds from certain asset dispositions in excess of certain thresholds. The Credit Agreement contains representations, warranties and affirmative covenants. The Credit Agreement also contains negative covenants and restrictions on, among other things: (i) Indebtedness, (ii) liens, (iii) fundamental changes, (iv) disposition of assets, (v) restricted payments (including certain restrictions on redemptions and dividends), (vi) investments and (vii) transactions with affiliates. The Credit Agreement also contains events of default, such as payment defaults, cross-defaults to other material indebtedness, misrepresentations, bankruptcy and insolvency, the occurrence of a Change of Control and the failure to observe the negative covenants and other covenants contained in the Credit Agreement and the other loan documents. Pursuant to a related Guaranty and Security Agreement, by and among the Company, the other borrowers under the Credit Agreement and the other operating subsidiaries of the Company (collectively, the “Loan Parties”), and Wells, as Administrative Agent, the Obligations, which include the obligations under the Credit Agreement, are guaranteed by the Loan Parties, and secured by continuing first priority security interests in the Company’s and the other Loan Parties’ (including both borrowers and guarantors) Accounts, Books, Chattel Paper, Deposit Accounts, General Intangibles, Inventory, Negotiable Collateral, Supporting Obligations, Money, Cash Equivalents or other assets that come into the possession, custody or control of the Agent or any Lender, and related assets, and the proceeds and products of any of the foregoing (the “Collateral”). The security interests in the Collateral are in favor of the Administrative Agent, for the benefit of the Lenders party to the Credit Agreement from time to time. The Obligations secured also include certain other obligations of the Loan Parties to the Lenders and their affiliates arising from time to time, relating to swaps, hedges and cash management and other bank products. |
Recently Issued Accounting Pr_2
Recently Issued Accounting Pronouncements (Policies) | 6 Months Ended |
Sep. 27, 2020 | |
Recently Issued Accounting Pronouncements | |
Recently Issued Accounting Pronouncements | Recently issued accounting pronouncements not yet adopted: In June 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments which amends the impairment model by requiring entities to use a forward-looking approach based on expected losses rather than incurred losses to estimate credit losses on certain types of financial instruments, including trade receivables. This may result in the earlier recognition of allowances for losses. This ASU is effective for periods beginning after December 15, 2022. The Company is currently evaluating the impact the adoption of this new standard will have on its Consolidated Financial Statements and will adopt the standard on the first day of the Company’s 2024 fiscal year. |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Sep. 27, 2020 | |
Stock-Based Compensation | |
Schedule of Performance Stock Unit activity | Six Months Weighted Ended Average Fair September 27, Value at Grant 2020 Date (per unit) Unvested shares available for issue under outstanding PSUs, beginning of period 68,355 $ 15.00 PSUs Vested (19,191) 14.17 PSUs Forfeited/Cancelled (33,116) 15.69 Unvested shares available for issue under outstanding PSUs, end of period 16,048 $ 14.57 |
Schedule of Stock Options | Six Months Weighted Ended Average Fair September 27, Value at Grant 2020 Date (per unit) Unvested options, beginning of period 465,374 $ 2.38 Options Granted 225,000 2.00 Options Forfeited/Cancelled (46,041) 2.33 Options Vested (63,375) 3.28 Unvested options, end of period 580,958 2.14 September 27, 2020 Grant Fiscal Year Options Granted Option Exercise Price Options Outstanding Options Exercisable 2021 225,000 $ 4.52 215,000 - 2020 405,000 $ 13.54 358,000 32,667 2019 66,500 $ 16.31 44,000 24,624 2018 230,000 $ 15.12 110,000 89,792 2017 410,000 $ 12.57 273,958 272,917 2016 100,000 $ 22.42 40,000 40,000 Total 1,040,958 460,000 |
Schedule of assumptions of Black-Scholes-Merton option pricing model | Grant Fiscal Year Expected Stock Price Volatility Risk-Free Interest Rate Expected Dividend Yield Average Expected Term Resulting Black Scholes Value 2021 46.68 % 1.16 % 0.00 % 4.0 $ 2.00 2020 35.88 % 2.00 % 5.82 % 4.0 $ 2.53 2019 35.59 % 3.11 % 4.99 % 4.0 $ 3.38 |
Business Segments (Tables)
Business Segments (Tables) | 6 Months Ended |
Sep. 27, 2020 | |
Business Segments | |
Schedule of Revenue and Gross Profit by Market | Segment and market activity for the second quarter and first six months of fiscal years 2021 and 2020 are as follows (in thousands): Three Months Ended September 27, 2020 September 29, 2019 Commercial Retail Commercial Retail Segment Segment Total Segment Segment Total Revenues Public carrier $ 32,632 $ — $ 32,632 $ 39,169 $ — $ 39,169 Value-added resellers and integrators 56,260 — 56,260 64,482 — 64,482 Retail — 30,763 30,763 — 38,160 38,160 Total revenues $ 88,892 $ 30,763 $ 119,655 $ 103,651 $ 38,160 $ 141,811 Gross Profit Public carrier $ 3,570 $ — $ 3,570 $ 4,860 $ — $ 4,860 Value-added resellers and integrators 13,551 — 13,551 15,324 — 15,324 Retail — 5,551 5,551 — 6,135 6,135 Total gross profit $ 17,121 $ 5,551 $ 22,672 $ 20,184 $ 6,135 $ 26,319 Directly allocable expenses 7,293 2,183 9,476 7,868 3,011 10,879 Segment net profit contribution $ 9,828 $ 3,368 13,196 $ 12,316 $ 3,124 15,440 Corporate support expenses 13,442 15,201 (Loss) income before provision for income taxes $ (246) $ 239 Six Months Ended September 27, 2020 September 29, 2019 Commercial Retail Commercial Retail Segment Segment Total Segment Segment Total Revenues Public carrier $ 71,887 $ — $ 71,887 $ 72,655 $ — $ 72,655 Value-added resellers and integrators 113,483 — 113,483 129,676 — 129,676 Retail — 54,099 54,099 — 70,209 70,209 Total revenues $ 185,370 $ 54,099 $ 239,469 $ 202,331 $ 70,209 $ 272,540 Gross Profit Public carrier $ 7,298 $ — $ 7,298 $ 9,113 $ — $ 9,113 Value-added resellers and integrators 26,276 — 26,276 31,293 — 31,293 Retail — 7,924 7,924 — 11,177 11,177 Total gross profit $ 33,574 $ 7,924 $ 41,498 $ 40,406 $ 11,177 $ 51,583 Directly allocable expenses 14,755 4,071 18,826 17,438 6,026 23,464 Segment net profit contribution $ 18,819 $ 3,853 22,672 $ 22,968 $ 5,151 28,119 Corporate support expenses 27,937 31,410 Income before provision for income taxes $ (5,265) $ (3,291) |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Sep. 27, 2020 | |
Leases | |
Schedule of quantitative information regarding the Company's leases | Six Months Ended September 27, 2020 Operating lease expense $ 1,748,300 As of September 27, 2020 Maturities of lease liabilities by fiscal year are as follow: 2021 $ 1,584,200 2022 3,164,000 2023 3,018,300 2024 2,725,700 2025 2,609,900 Thereafter 1,987,600 Total 15,089,700 Less: present value discount (2,310,800) Present value of lease liabilities $ 12,778,900 Weighted-average discount rate: 3.8% Weighted-average remaining lease term 4.9 years |
Description of Business and B_2
Description of Business and Basis of Presentation (Details) | 6 Months Ended |
Sep. 27, 2020 | |
US | Geographic Concentration Risk | Revenue | |
Concentration Risk | |
Concentration risk (as a percent) | 96.00% |
Intangible Assets - (Details)
Intangible Assets - (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Sep. 27, 2020 | Sep. 29, 2019 | Sep. 27, 2020 | Sep. 29, 2019 | |
Goodwill and Other Intangible Assets | ||||
Capitalized computer software | $ 15,032,100 | $ 10,362,000 | $ 15,032,100 | $ 10,362,000 |
Indefinite lived intangible assets | 795,400 | 795,400 | ||
Internally developed computer software | ||||
Goodwill and Other Intangible Assets | ||||
Amortization expense | $ 502,300 | $ 440,200 | $ 1,150,800 | $ 914,100 |
Stock-Based Compensation - Expe
Stock-Based Compensation - Expense (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Sep. 27, 2020 | Sep. 29, 2019 | Sep. 27, 2020 | Sep. 29, 2019 | |
Selling, general and administrative expenses | ||||
Stock-based compensation | ||||
Stock-based compensation (in dollars) | $ 316,700 | $ 391,800 | $ 628,600 | $ 730,700 |
Stock-Based Compensation - PSUs
Stock-Based Compensation - PSUs (Details) - Performance Stock Units - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended |
Sep. 27, 2020 | Sep. 27, 2020 | Mar. 29, 2020 | |
PSU Activity | |||
Unvested shares available for issue under outstanding PSUs, beginning of period (in shares) | 68,355 | ||
Vested (in shares) | (19,191) | ||
Forfeited/cancelled (in shares) | (33,116) | ||
Unvested shares available for issue under outstanding PSUs, end of period (in shares) | 16,048 | 16,048 | 68,355 |
Unvested PSUs, Weighted-Average Fair Value at Grant Date | |||
Unvested shares available for issue under outstanding PSUs, beginning of period (in dollars per share) | $ 15 | ||
Vested (in dollars per share) | 14.17 | ||
Forfeited/cancelled (in dollars per share) | 15.69 | ||
Unvested shares available for issue under outstanding PSUs, end of period (in dollars per share) | $ 14.57 | $ 14.57 | $ 15 |
Additional stock based compensation information | |||
Measurement period | 1 year | 1 year | |
Maximum | |||
Additional stock based compensation information | |||
Unrecognized compensation costs (in dollars) | $ 0.1 | $ 0.1 |
Stock-Based Compensation - Rest
Stock-Based Compensation - Restricted Stock and RSUs (Details) - USD ($) $ in Millions | May 15, 2020 | Jul. 24, 2020 | Sep. 27, 2020 |
Restricted stock and RSUs | |||
Stock-based compensation | |||
Unrecognized compensation costs (in dollars) | $ 0.6 | ||
Unrecognized compensation costs, period for recognition | 3 years | ||
RSUs | |||
Stock-based compensation | |||
Granted (in shares) | 21,000 | ||
Annual vesting percentage | 25.00% | ||
Restricted stock awards | |||
Stock-based compensation | |||
Granted (in shares) | 65,821 |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock Option Rollforward (Details) | May 15, 2020trancheshares | May 15, 2020shares | Sep. 27, 2020$ / sharesshares | Mar. 29, 2020$ / sharesshares | Mar. 31, 2019$ / sharesshares | Apr. 01, 2018shares | Mar. 26, 2017shares | Mar. 27, 2016shares |
Outstanding Options | ||||||||
Unvested options, beginning of period (in shares) | 465,374 | |||||||
Options Granted (in shares) | 225,000 | |||||||
Options Forfeited/Cancelled (in shares) | (46,041) | |||||||
Options Vested (in shares) | (63,375) | |||||||
Unvested options, end of period (in shares) | 580,958 | 465,374 | ||||||
Weighted Average Fair Value at Grant | ||||||||
Unvested options, beginning of period (in dollars per share) | $ / shares | $ 2.38 | |||||||
Options Granted (in dollars per share) | $ / shares | 2 | |||||||
Options Forfeited/Cancelled (in dollars per share) | $ / shares | 2.33 | |||||||
Options Vested (in dollars per share) | $ / shares | 3.28 | |||||||
Unvested options, end of period | $ / shares | $ 2.14 | $ 2.38 | ||||||
Stock Options, Vesting Based On Performance, One | Tranche one | ||||||||
Stock Options: | ||||||||
Vesting percentage | 25.00% | |||||||
Vesting period | 1 year | |||||||
Stock Options, Vesting Based On Performance, One | Tranche two | ||||||||
Stock Options: | ||||||||
Monthly percentage of vesting of share based compensation | 2.78% | |||||||
Additional vesting period after the initial period | 3 years | |||||||
Stock Options, Vesting Based On Performance, Two | ||||||||
Stock Options: | ||||||||
Number of vesting milestones | tranche | 2 | |||||||
Stock Options, Vesting Based On Performance, Two | Tranche one | ||||||||
Stock Options: | ||||||||
Vesting percentage | 50.00% | |||||||
Stock Options, Vesting Based On Performance, Two | Tranche two | ||||||||
Stock Options: | ||||||||
Vesting percentage | 50.00% | |||||||
Grant Fiscal Year 2021 | ||||||||
Outstanding Options | ||||||||
Options Granted (in shares) | 225,000 | |||||||
Weighted Average Fair Value at Grant | ||||||||
Options Granted (in dollars per share) | $ / shares | $ 2 | |||||||
Grant Fiscal Year 2021 | Stock Options Vesting Based On Service | ||||||||
Outstanding Options | ||||||||
Options Granted (in shares) | 160,000 | |||||||
Grant Fiscal Year 2021 | Stock Options Vesting Based On Service | Tranche one | ||||||||
Stock Options: | ||||||||
Vesting percentage | 25.00% | |||||||
Vesting period | 1 year | |||||||
Grant Fiscal Year 2021 | Stock Options Vesting Based On Service | Tranche two | ||||||||
Stock Options: | ||||||||
Monthly percentage of vesting of share based compensation | 2.78% | |||||||
Additional vesting period after the initial period | 3 years | |||||||
Grant Fiscal Year 2021 | Stock Options Vesting Based On Performance | ||||||||
Outstanding Options | ||||||||
Options Granted (in shares) | 65,000 | |||||||
Grant Fiscal Year 2020 | ||||||||
Outstanding Options | ||||||||
Options Granted (in shares) | 405,000 | |||||||
Weighted Average Fair Value at Grant | ||||||||
Options Granted (in dollars per share) | $ / shares | $ 2.53 | |||||||
Grant Fiscal Year 2019 | ||||||||
Outstanding Options | ||||||||
Options Granted (in shares) | 66,500 | |||||||
Weighted Average Fair Value at Grant | ||||||||
Options Granted (in dollars per share) | $ / shares | $ 3.38 | |||||||
Grant Fiscal Year 2018 | ||||||||
Outstanding Options | ||||||||
Options Granted (in shares) | 230,000 | |||||||
Grant Fiscal Year 2017 | ||||||||
Outstanding Options | ||||||||
Options Granted (in shares) | 410,000 | |||||||
Grant Fiscal Year 2016 | ||||||||
Outstanding Options | ||||||||
Options Granted (in shares) | 100,000 |
Stock-Based Compensation - St_2
Stock-Based Compensation - Stock Options By Grant Date (Details) - $ / shares | 6 Months Ended | 12 Months Ended | ||||
Sep. 27, 2020 | Mar. 29, 2020 | Mar. 31, 2019 | Apr. 01, 2018 | Mar. 26, 2017 | Mar. 27, 2016 | |
Outstanding options | ||||||
Options Granted (in shares) | 225,000 | |||||
Options Outstanding (in shares) | 1,040,958 | |||||
Options Exercisable (in shares) | 460,000 | |||||
Grant Fiscal Year 2021 | ||||||
Outstanding options | ||||||
Options Granted (in shares) | 225,000 | |||||
Option Exercise Price (in dollars per share) | $ 4.52 | |||||
Options Outstanding (in shares) | 215,000 | |||||
Grant Fiscal Year 2020 | ||||||
Outstanding options | ||||||
Options Granted (in shares) | 405,000 | |||||
Option Exercise Price (in dollars per share) | $ 13.54 | |||||
Options Outstanding (in shares) | 358,000 | |||||
Options Exercisable (in shares) | 32,667 | |||||
Grant Fiscal Year 2019 | ||||||
Outstanding options | ||||||
Options Granted (in shares) | 66,500 | |||||
Option Exercise Price (in dollars per share) | $ 16.31 | |||||
Options Outstanding (in shares) | 44,000 | |||||
Options Exercisable (in shares) | 24,624 | |||||
Grant Fiscal Year 2018 | ||||||
Outstanding options | ||||||
Options Granted (in shares) | 230,000 | |||||
Option Exercise Price (in dollars per share) | $ 15.12 | |||||
Options Outstanding (in shares) | 110,000 | |||||
Options Exercisable (in shares) | 89,792 | |||||
Grant Fiscal Year 2017 | ||||||
Outstanding options | ||||||
Options Granted (in shares) | 410,000 | |||||
Option Exercise Price (in dollars per share) | $ 12.57 | |||||
Options Outstanding (in shares) | 273,958 | |||||
Options Exercisable (in shares) | 272,917 | |||||
Grant Fiscal Year 2016 | ||||||
Outstanding options | ||||||
Options Granted (in shares) | 100,000 | |||||
Option Exercise Price (in dollars per share) | $ 22.42 | |||||
Options Outstanding (in shares) | 40,000 | |||||
Options Exercisable (in shares) | 40,000 |
Stock-Based Compensation - St_3
Stock-Based Compensation - Stock Option Valuation Assumptions (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Sep. 29, 2019 | Sep. 27, 2020 | Mar. 29, 2020 | Mar. 31, 2019 | |
Valuation assumptions | ||||
Resulting Black Scholes Value (in dollars per share) | $ 2 | |||
Exercise of stock options (in dollars) | $ 681,100 | |||
Grant Fiscal Year 2021 | ||||
Valuation assumptions | ||||
Expected Stock Price Volatility (as a percent) | 46.68% | |||
Risk-Free Interest rate (as a percent) | 1.16% | |||
Expected Dividend Yield (as a percent) | 0.00% | |||
Average Expected Term | 4 years | |||
Resulting Black Scholes Value (in dollars per share) | $ 2 | |||
Grant Fiscal Year 2020 | ||||
Valuation assumptions | ||||
Expected Stock Price Volatility (as a percent) | 35.88% | |||
Risk-Free Interest rate (as a percent) | 2.00% | |||
Expected Dividend Yield (as a percent) | 5.82% | |||
Average Expected Term | 4 years | |||
Resulting Black Scholes Value (in dollars per share) | $ 2.53 | |||
Grant Fiscal Year 2019 | ||||
Valuation assumptions | ||||
Expected Stock Price Volatility (as a percent) | 35.59% | |||
Risk-Free Interest rate (as a percent) | 3.11% | |||
Expected Dividend Yield (as a percent) | 4.99% | |||
Average Expected Term | 4 years | |||
Resulting Black Scholes Value (in dollars per share) | $ 3.38 | |||
Stock Options | ||||
Valuation assumptions | ||||
Unrecognized compensation costs (in dollars) | $ 1,000,000 | |||
Unrecognized compensation costs, period for recognition | 3 years |
Retirement of Treasury Stock (D
Retirement of Treasury Stock (Details) - USD ($) | Jul. 02, 2020 | Sep. 27, 2020 | Jun. 28, 2020 | Mar. 29, 2020 |
Treasury stock (in shares) | 2,250 | 5,789,600 | 5,776,819 | |
Increase in unissued shares upon retirement | 5,789,600 | |||
Common stock, authorized (in shares) | 15,000,000 | 15,000,000 | 15,000,000 | |
Treasury Stock | ||||
Amount of retired treasury stock | $ 58,555,000 | $ (58,555,000) | ||
Treasury Stock Retirement 2020 Resolutions | ||||
Change to total stockholders' equity | $ 0 |
Borrowings Under Revolving Cr_2
Borrowings Under Revolving Credit Facility (Details) - Revolving Credit Facility $ in Millions | Oct. 19, 2017USD ($) | Sep. 27, 2020USD ($) | Mar. 29, 2020USD ($) | Oct. 18, 2017USD ($) |
Credit Facility | ||||
Maximum borrowing capacity | $ 75 | $ 35 | ||
Maximum aggregate commitment amount | $ 125 | |||
Borrowing base as a percent of eligible receivables | 85.00% | |||
Interest rate (as a percent) | 1.66% | |||
Increase of applicable rate upon event of default (as a percent) | 2.00% | |||
Fee commitment (as a percent) | 0.25% | |||
Outstanding principal balance | $ 32.1 | $ 25.6 | ||
Available borrowing capacity | $ 42.9 | $ 49.4 | ||
Minimum | ||||
Credit Facility | ||||
Inventory age | 181 days | |||
Maximum | ||||
Credit Facility | ||||
Maximum borrowing availability amount required | $ 10 | |||
Inventory age | 181 days | |||
Amount included in formula to determine borrowing base | $ 4 | |||
Base rate | ||||
Credit Facility | ||||
Interest rate spread on variable rate basis upon event of default (as a percent) | 0.50% | |||
Eurodollar rate | ||||
Credit Facility | ||||
Value from which Eurodollar Reserve Percentage is subtracted | 1 | |||
Interest rate spread on variable rate when average availability is greater or equal to $15 million | 1.50% | |||
Average availability threshold | $ 15 | |||
Interest rate spread on variable rate when average availability otherwise | 1.75% | |||
Interest rate spread on variable rate basis upon event of default (as a percent) | 1.75% | |||
Standby letters of credit | ||||
Credit Facility | ||||
Maximum borrowing capacity | $ 5 | |||
Swingline loan | ||||
Credit Facility | ||||
Maximum borrowing capacity | $ 12.5 |
Earnings Per Share (Details)
Earnings Per Share (Details) | 3 Months Ended | 6 Months Ended |
Sep. 27, 2020shares | Sep. 27, 2020shares | |
Antidilutive Securities | ||
Diluted weighted average common shares, at positive earning position | 8,766,481 | 8,728,671 |
Options outstanding (in shares) | 1,040,958 | 1,040,958 |
Stock Options | ||
Antidilutive Securities | ||
Anti-dilutive equity awards (in shares) | 815,958 | |
Performance Stock Units | ||
Antidilutive Securities | ||
Anti-dilutive equity awards (in shares) | 0 | |
RSUs | ||
Antidilutive Securities | ||
Anti-dilutive equity awards (in shares) | 0 |
Business Segments - Segment Act
Business Segments - Segment Activity (Details) | 3 Months Ended | 6 Months Ended | ||
Sep. 27, 2020USD ($) | Sep. 29, 2019USD ($) | Sep. 27, 2020USD ($)segment | Sep. 29, 2019USD ($) | |
Business Segments | ||||
Number of reportable segment | segment | 2 | |||
Market unit activity | ||||
Revenues | $ 119,655,400 | $ 141,810,900 | $ 239,468,900 | $ 272,540,200 |
Gross Profit | 22,672,200 | 26,319,300 | 41,497,900 | 51,582,800 |
(Loss) income before provision for (benefit from) income taxes | (245,900) | 239,000 | (5,265,300) | (3,290,700) |
Segments | ||||
Market unit activity | ||||
Directly allocable expenses | 9,476,000 | 10,879,000 | 18,826,000 | 23,464,000 |
(Loss) income before provision for (benefit from) income taxes | 13,196,000 | 15,440,000 | 22,672,000 | 28,119,000 |
Corporate | ||||
Market unit activity | ||||
Directly allocable expenses | 13,442,000 | 15,201,000 | 27,937,000 | 31,410,000 |
Public carrier | ||||
Market unit activity | ||||
Revenues | 32,632,000 | 39,169,000 | 71,887,000 | 72,655,000 |
Gross Profit | 3,570,000 | 4,860,000 | 7,298,000 | 9,113,000 |
Value-added resellers and integrators | ||||
Market unit activity | ||||
Revenues | 56,260,000 | 64,482,000 | 113,483,000 | 129,676,000 |
Gross Profit | 13,551,000 | 15,324,000 | 26,276,000 | 31,293,000 |
Retail | ||||
Market unit activity | ||||
Revenues | 30,763,000 | 38,160,000 | 54,099,000 | 70,209,000 |
Gross Profit | 5,551,000 | 6,135,000 | 7,924,000 | 11,177,000 |
Commercial Segment | ||||
Market unit activity | ||||
Revenues | 88,892,000 | 103,651,000 | 185,370,000 | 202,331,000 |
Gross Profit | 17,121,000 | 20,184,000 | 33,574,000 | 40,406,000 |
Commercial Segment | Segments | ||||
Market unit activity | ||||
Directly allocable expenses | 7,293,000 | 7,868,000 | 14,755,000 | 17,438,000 |
(Loss) income before provision for (benefit from) income taxes | 9,828,000 | 12,316,000 | 18,819,000 | 22,968,000 |
Commercial Segment | Public carrier | ||||
Market unit activity | ||||
Revenues | 32,632,000 | 39,169,000 | 71,887,000 | 72,655,000 |
Gross Profit | 3,570,000 | 4,860,000 | 7,298,000 | 9,113,000 |
Commercial Segment | Value-added resellers and integrators | ||||
Market unit activity | ||||
Revenues | 56,260,000 | 64,482,000 | 113,483,000 | 129,676,000 |
Gross Profit | 13,551,000 | 15,324,000 | 26,276,000 | 31,293,000 |
Retail Segment | ||||
Market unit activity | ||||
Revenues | 30,763,000 | 38,160,000 | 54,099,000 | 70,209,000 |
Gross Profit | 5,551,000 | 6,135,000 | 7,924,000 | 11,177,000 |
Retail Segment | Segments | ||||
Market unit activity | ||||
Directly allocable expenses | 2,183,000 | 3,011,000 | 4,071,000 | 6,026,000 |
(Loss) income before provision for (benefit from) income taxes | 3,368,000 | 3,124,000 | 3,853,000 | 5,151,000 |
Retail Segment | Retail | ||||
Market unit activity | ||||
Revenues | 30,763,000 | 38,160,000 | 54,099,000 | 70,209,000 |
Gross Profit | $ 5,551,000 | $ 6,135,000 | $ 7,924,000 | $ 11,177,000 |
Business Segments - Product Cat
Business Segments - Product Category (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Sep. 27, 2020 | Sep. 29, 2019 | Sep. 27, 2020 | Sep. 29, 2019 | |
Business Segments | ||||
Revenues | $ 119,655,400 | $ 141,810,900 | $ 239,468,900 | $ 272,540,200 |
Gross Profit | $ 22,672,200 | $ 26,319,300 | $ 41,497,900 | $ 51,582,800 |
Leases - Quantitative informati
Leases - Quantitative information (Details) | 6 Months Ended |
Sep. 27, 2020USD ($) | |
Leases | |
Operating lease expense | $ 1,748,300 |
Maturities of discounted lease liabilities by fiscal year are as follow: | |
2021 | 1,584,200 |
2022 | 3,164,000 |
2023 | 3,018,300 |
2024 | 2,725,700 |
2025 | 2,609,900 |
Thereafter | 1,987,600 |
Total | 15,089,700 |
Less: present value discount | (2,310,800) |
Present value of lease liabilities | $ 12,778,900 |
Weighted-average discount rate - Operating leases | 3.80% |
Weighted-average remaining lease term | 4 years 10 months 24 days |
Shares Withheld (Detail)
Shares Withheld (Detail) - USD ($) | 6 Months Ended | |
Sep. 27, 2020 | Sep. 29, 2019 | |
Shares Withheld | ||
Tax withholding for share based compensation | $ 72,900 | $ 870,200 |
Concentration of Risk (Details)
Concentration of Risk (Details) - Revenue | 3 Months Ended | 6 Months Ended | ||
Sep. 27, 2020 | Sep. 29, 2019 | Sep. 27, 2020 | Sep. 29, 2019 | |
Customer Concentration Risk | Largest customer | ||||
Concentration Risk | ||||
Concentration risk (as a percent) | 10.50% | |||
Supplier Concentration Risk | Largest Supplier | ||||
Concentration Risk | ||||
Concentration risk (as a percent) | 19.70% | 21.90% | 20.60% | 21.70% |
Subsequent Event (Details)
Subsequent Event (Details) - Subsequent Event - USD ($) $ in Thousands | Oct. 29, 2020 | Oct. 28, 2020 |
2020 Revolving Credit Facility | ||
Credit Agreement | ||
Maximum borrowing capacity | $ 75,000 | |
Term | 42 months | |
Maximum aggregate commitment amount | $ 125,000 | |
Borrowing base as a percent of eligible accounts | 85.00% | |
Amount included in formula to determine borrowing base | $ 4,000 | |
Interest rate spread on variable rate basis upon event of default (as a percent) | 2.00% | |
Monthly unused line fee (as a percent) | 0.25% | |
Threshold percentage for testing Fixed Charge Coverage Ratio | 16.70% | |
2020 Revolving Credit Facility | Minimum | ||
Credit Agreement | ||
Inventory age | 180 days | |
Interest rate (as a percent) | 0.25% | |
Credit Facility amount used in calculation for testing financial covenant | $ 12,500 | |
2020 Revolving Credit Facility | Maximum | ||
Credit Agreement | ||
Inventory age | 181 days | |
Credit Facility amount used in calculation for testing financial covenant | $ 12,525 | |
2020 Revolving Credit Facility | LIBOR | ||
Credit Agreement | ||
Interest rate spread on variable rate basis (as a percent) | 2.25% | |
Fixed Charge Coverage Ratio threshold | 1.10 | |
Interest rate spread on variable rate when Fixed Charge Coverage Ratio is less than 1.10 | 2.25% | |
Interest rate spread on variable rate when Fixed Charge Coverage Ratio is greater or equal to 1.10 | 2.00% | |
2020 Revolving Credit Facility | LIBOR | Minimum | ||
Credit Agreement | ||
Interest rate (as a percent) | 0.25% | |
2020 Revolving Credit Facility | Base rate | ||
Credit Agreement | ||
Interest rate spread on variable rate basis (as a percent) | 1.25% | |
Fixed Charge Coverage Ratio threshold | 1.10 | |
Interest rate spread on variable rate when Fixed Charge Coverage Ratio is less than 1.10 | 1.25% | |
Interest rate spread on variable rate when Fixed Charge Coverage Ratio is greater or equal to 1.10 | 1.00% | |
2020 Revolving Credit Facility | Standby letters of credit | ||
Credit Agreement | ||
Maximum borrowing capacity | $ 5,000 | |
Inventory Purchase Agreement | Disposal Group, Disposed of by Sale, Not Discontinued Operations | ||
Inventory Purchase Agreement | ||
Payment period for conditional payments for purchase price adjustments | 2 years | |
Payment period for conditional payments for future customer returns | 2 years | |
Royalty payment period | 4 years | |
Amount of deposit received | $ 1,000 | |
Maximum amount entity must reimburse counterparty | 1,000 | |
Maximum amount of termination fee on non-compete obligation | 5,000 | |
Inventory Purchase Agreement | Disposal Group, Disposed of by Sale, Not Discontinued Operations | Minimum | ||
Inventory Purchase Agreement | ||
Cash to be received | 8,000 | |
Inventory Purchase Agreement | Disposal Group, Disposed of by Sale, Not Discontinued Operations | Maximum | ||
Inventory Purchase Agreement | ||
Cash to be received | $ 12,000 |