Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Dec. 25, 2022 | Feb. 03, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Dec. 25, 2022 | |
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 | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 9,230,017 | |
Entity Central Index Key | 0000927355 | |
Current Fiscal Year End Date | --03-26 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 25, 2022 | Mar. 27, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 3,271,800 | $ 1,754,000 |
Trade accounts receivable, net | 79,497,400 | 75,546,300 |
Product inventory, net | 70,855,700 | 55,945,300 |
Income taxes receivable | 3,741,800 | 4,293,400 |
Prepaid expenses and other current assets | 4,660,500 | 2,961,700 |
Total current assets | 162,027,200 | 140,500,700 |
Property and equipment, net | 10,554,900 | 10,835,900 |
Intangible assets, net | 40,731,500 | 30,595,600 |
Income taxes receivable, non-current | 3,118,600 | |
Lease asset - right of use | 7,012,500 | 8,910,400 |
Other long-term assets | 9,411,300 | 8,552,100 |
Total assets | 229,737,400 | 202,513,300 |
Current liabilities: | ||
Trade accounts payable | 66,254,800 | 65,254,900 |
Payroll, benefits and taxes | 6,381,200 | 5,230,500 |
Sales tax liabilities | 1,283,300 | 1,188,100 |
Accrued expenses and other current liabilities | 1,676,800 | 1,455,500 |
Current portion of lease liability | 2,498,300 | 2,566,300 |
Current portion of long-term debt | 347,000 | 340,300 |
Total current liabilities | 78,441,400 | 76,035,600 |
Deferred tax liabilities, net | 145,600 | 145,600 |
Revolving line of credit | 61,584,000 | 36,914,600 |
Non-current portion of lease liability | 4,746,000 | 6,586,200 |
Long-term debt | 5,861,400 | 6,155,000 |
Other non-current liabilities | 705,700 | 753,200 |
Total liabilities | 151,484,100 | 126,590,200 |
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, 9,252,613 shares issued and 9,205,200 shares outstanding as of December 25, 2022, and 9,013,449 shares issued and 8,994,249 shares outstanding as of March 27, 2022 | 107,900 | 105,900 |
Additional paid-in capital | 70,361,900 | 69,166,100 |
Treasury stock, at cost, 47,413 shares as of December 25, 2022 and 19,200 shares as of March 27, 2022 | (287,300) | (129,200) |
Retained earnings | 8,070,800 | 6,780,300 |
Total shareholders' equity | 78,253,300 | 75,923,100 |
Total liabilities and shareholders' equity | $ 229,737,400 | $ 202,513,300 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 25, 2022 | Mar. 27, 2022 |
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) | 9,252,613 | 9,013,449 |
Common stock, outstanding (in shares) | 9,205,200 | 8,994,249 |
Treasury stock (in shares) | 47,413 | 19,200 |
Consolidated Statements of Inco
Consolidated Statements of Income (Loss) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Dec. 25, 2022 | Dec. 26, 2021 | Dec. 25, 2022 | Dec. 26, 2021 | |
Consolidated Statements of Income (Loss) | ||||
Revenues | $ 114,879,700 | $ 102,462,400 | $ 347,863,800 | $ 315,954,700 |
Cost of goods sold | 91,188,600 | 82,841,600 | 277,614,400 | 256,852,000 |
Gross profit | 23,691,100 | 19,620,800 | 70,249,400 | 59,102,700 |
Selling, general and administrative expenses | 22,715,800 | 19,403,800 | 67,846,300 | 62,038,600 |
Operating income (loss) | 975,300 | 217,000 | 2,403,100 | (2,935,900) |
Interest expense, net | 516,400 | 131,000 | 1,159,200 | 503,400 |
Income (loss) from continuing operations before income taxes | 458,900 | 86,000 | 1,243,900 | (3,439,300) |
Provision for (benefit from) income taxes | 34,200 | (1,129,000) | (46,600) | (1,166,200) |
Net income (loss) from continuing operations | 424,700 | 1,215,000 | 1,290,500 | (2,273,100) |
Income (loss) from discontinued operations, net of taxes | 243,800 | 1,187,900 | ||
Net income (loss) | $ 424,700 | $ 1,458,800 | $ 1,290,500 | $ (1,085,200) |
Basic income (loss) per share | ||||
Continuing operations (in dollars per share) | $ 0.05 | $ 0.14 | $ 0.14 | $ (0.26) |
Discontinued operations (in dollars per share) | 0.03 | 0.13 | ||
Consolidated operations (in dollars per share) | 0.05 | 0.16 | 0.14 | (0.12) |
Diluted income (loss) income per share | ||||
Continuing operations (in dollars per share) | 0.05 | 0.14 | 0.14 | (0.26) |
Discontinued operations (in dollars per share) | 0.03 | 0.13 | ||
Consolidated operations (in dollars per share) | $ 0.05 | $ 0.16 | $ 0.14 | $ (0.12) |
Basic weighted-average common shares outstanding (in shares) | 9,199,494 | 8,957,502 | 9,138,889 | 8,910,857 |
Effect of dilutive options and other equity instruments (in shares) | 17,654 | 39,335 | 49,106 | |
Diluted weighted-average common shares outstanding (in shares) | 9,217,148 | 8,996,837 | 9,187,995 | 8,910,857 |
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. 28, 2021 | $ 104,200 | $ 67,227,700 | $ (62,800) | $ 9,481,100 | $ 76,750,200 |
Balance (in shares) at Mar. 28, 2021 | 8,833,833 | ||||
Increase (Decrease) in Stockholders' Equity | |||||
Issuance of common stock for 401k match | $ 100 | 102,700 | 102,800 | ||
Issuance of common stock for 401k match (in shares) | 13,782 | ||||
Repurchase of stock from employees and directors for minimum tax withholdings | (28,900) | (28,900) | |||
Repurchase of stock from employees and directors for minimum tax withholdings (in shares) | (3,960) | ||||
Non-cash stock compensation expense | $ 500 | 254,400 | 254,900 | ||
Non-cash stock compensation expense (in shares) | 39,182 | ||||
Exercise of stock options (in dollars) | 10,900 | (13,300) | (2,400) | ||
Exercise of stock options (in shares) | 1,754 | ||||
Net income (loss) | (1,717,300) | (1,717,300) | |||
Balance at Jun. 27, 2021 | $ 104,800 | 67,595,700 | (105,000) | 7,763,800 | 75,359,300 |
Balance (in shares) at Jun. 27, 2021 | 8,884,591 | ||||
Balance at Mar. 28, 2021 | $ 104,200 | 67,227,700 | (62,800) | 9,481,100 | 76,750,200 |
Balance (in shares) at Mar. 28, 2021 | 8,833,833 | ||||
Increase (Decrease) in Stockholders' Equity | |||||
Net income (loss) | (1,085,200) | ||||
Balance at Dec. 26, 2021 | $ 105,600 | 68,369,700 | (129,200) | 8,395,900 | 76,742,000 |
Balance (in shares) at Dec. 26, 2021 | 8,962,932 | ||||
Balance at Jun. 27, 2021 | $ 104,800 | 67,595,700 | (105,000) | 7,763,800 | 75,359,300 |
Balance (in shares) at Jun. 27, 2021 | 8,884,591 | ||||
Increase (Decrease) in Stockholders' Equity | |||||
Issuance of common stock for 401k match | $ 200 | 110,400 | 110,600 | ||
Issuance of common stock for 401k match (in shares) | 16,419 | ||||
Repurchase of stock from employees and directors for minimum tax withholdings | (24,200) | (24,200) | |||
Repurchase of stock from employees and directors for minimum tax withholdings (in shares) | (4,244) | ||||
Non-cash stock compensation expense | $ 300 | 367,800 | 368,100 | ||
Non-cash stock compensation expense (in shares) | 29,959 | ||||
Net income (loss) | (826,700) | (826,700) | |||
Balance at Sep. 26, 2021 | $ 105,300 | 68,073,900 | (129,200) | 6,937,100 | 74,987,100 |
Balance (in shares) at Sep. 26, 2021 | 8,926,725 | ||||
Increase (Decrease) in Stockholders' Equity | |||||
Issuance of common stock for 401k match | $ 200 | 113,200 | 113,400 | ||
Issuance of common stock for 401k match (in shares) | 20,554 | ||||
Proceeds from issuance of stock | $ 100 | 80,900 | 81,000 | ||
Proceeds from issuance of stock (in shares) | 15,653 | ||||
Non-cash stock compensation expense | 101,700 | 101,700 | |||
Net income (loss) | 1,458,800 | 1,458,800 | |||
Balance at Dec. 26, 2021 | $ 105,600 | 68,369,700 | (129,200) | 8,395,900 | 76,742,000 |
Balance (in shares) at Dec. 26, 2021 | 8,962,932 | ||||
Balance at Mar. 27, 2022 | $ 105,900 | 69,166,100 | (129,200) | 6,780,300 | $ 75,923,100 |
Balance (in shares) at Mar. 27, 2022 | 8,994,249 | 8,994,249 | |||
Increase (Decrease) in Stockholders' Equity | |||||
Issuance of common stock for 401k match | $ 200 | 94,000 | $ 94,200 | ||
Issuance of common stock for 401k match (in shares) | 15,941 | ||||
Repurchase of stock from employees and directors for minimum tax withholdings | (137,100) | (137,100) | |||
Repurchase of stock from employees and directors for minimum tax withholdings (in shares) | (23,623) | ||||
Non-cash stock compensation expense | $ 1,000 | 222,800 | 223,800 | ||
Non-cash stock compensation expense (in shares) | 146,229 | ||||
Net income (loss) | (275,100) | (275,100) | |||
Balance at Jun. 26, 2022 | $ 107,100 | 69,482,900 | (266,300) | 6,505,200 | 75,828,900 |
Balance (in shares) at Jun. 26, 2022 | 9,132,796 | ||||
Balance at Mar. 27, 2022 | $ 105,900 | 69,166,100 | (129,200) | 6,780,300 | $ 75,923,100 |
Balance (in shares) at Mar. 27, 2022 | 8,994,249 | 8,994,249 | |||
Increase (Decrease) in Stockholders' Equity | |||||
Net income (loss) | $ 1,290,500 | ||||
Balance at Dec. 25, 2022 | $ 107,900 | 70,361,900 | (287,300) | 8,070,800 | $ 78,253,300 |
Balance (in shares) at Dec. 25, 2022 | 9,205,200 | 9,205,200 | |||
Balance at Jun. 26, 2022 | $ 107,100 | 69,482,900 | (266,300) | 6,505,200 | $ 75,828,900 |
Balance (in shares) at Jun. 26, 2022 | 9,132,796 | ||||
Increase (Decrease) in Stockholders' Equity | |||||
Issuance of common stock for 401k match | $ 200 | 129,300 | 129,500 | ||
Issuance of common stock for 401k match (in shares) | 21,916 | ||||
Repurchase of stock from employees and directors for minimum tax withholdings | (21,000) | (21,000) | |||
Repurchase of stock from employees and directors for minimum tax withholdings (in shares) | (3,625) | ||||
Non-cash stock compensation expense | $ 100 | 308,700 | 308,800 | ||
Non-cash stock compensation expense (in shares) | 12,083 | ||||
Net income (loss) | 1,140,900 | 1,140,900 | |||
Balance at Sep. 25, 2022 | $ 107,400 | 69,920,900 | (287,300) | 7,646,100 | 77,387,100 |
Balance (in shares) at Sep. 25, 2022 | 9,163,170 | ||||
Increase (Decrease) in Stockholders' Equity | |||||
Issuance of common stock for 401k match | $ 300 | 103,500 | 103,800 | ||
Issuance of common stock for 401k match (in shares) | 25,079 | ||||
Proceeds from issuance of stock | $ 200 | 71,400 | 71,600 | ||
Proceeds from issuance of stock (in shares) | 16,951 | ||||
Non-cash stock compensation expense | 266,100 | 266,100 | |||
Net income (loss) | 424,700 | 424,700 | |||
Balance at Dec. 25, 2022 | $ 107,900 | $ 70,361,900 | $ (287,300) | $ 8,070,800 | $ 78,253,300 |
Balance (in shares) at Dec. 25, 2022 | 9,205,200 | 9,205,200 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 9 Months Ended | |
Dec. 25, 2022 | Dec. 26, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income (loss) | $ 1,290,500 | $ (1,085,200) |
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities: | ||
Depreciation and amortization | 1,592,800 | 1,878,400 |
Stock-based compensation expense | 796,500 | 724,700 |
Change in trade accounts receivable | (3,951,100) | 1,658,800 |
Change in product inventory | (14,910,400) | 2,735,300 |
Change in prepaid expenses and other current assets | (1,511,500) | 446,100 |
Change in income taxes receivable | 3,670,200 | 3,062,600 |
Change in other assets and other liabilities | (1,695,500) | (887,200) |
Change in trade accounts payable | 3,855,000 | (6,057,800) |
Change in payroll, benefits and taxes | 1,150,700 | (1,198,300) |
Change in sales tax liabilities | 95,200 | (111,900) |
Change in accrued expenses and other current liabilities | 541,700 | (867,900) |
Net cash provided by (used in) operating activities | (9,075,900) | 297,600 |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Capital expenditures | (13,501,900) | (7,988,300) |
Net cash provided by (used in) investing activities | (13,501,900) | (7,988,300) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Borrowings from revolving line of credit long term | 220,846,400 | 204,515,300 |
Repayments to revolving line of credit long term | (196,177,000) | (196,827,000) |
Payments of debt issuance costs | (222,300) | |
Payments on long term debt | (264,000) | |
Proceeds from issuance of stock | 70,600 | 81,000 |
Repurchase of stock from employees and directors for minimum tax withholdings | (158,100) | (66,400) |
Net cash provided by (used in) financing activities | 24,095,600 | 7,702,900 |
Net increase (decrease) in cash and cash equivalents | 1,517,800 | 12,200 |
CASH AND CASH EQUIVALENTS, beginning of period | 1,754,000 | 1,110,000 |
CASH AND CASH EQUIVALENTS, end of period | 3,271,800 | 1,122,200 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||
Capital expenditures included in accounts payable | $ 1,639,800 | $ 3,362,900 |
Description of Business and Bas
Description of Business and Basis of Presentation | 9 Months Ended |
Dec. 25, 2022 | |
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 98% 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 unaudited 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 unaudited 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 27, 2022, filed with SEC on May 26, 2022. On October 28, 2020, the Company entered into a definitive Inventory Purchase Agreement (the “Agreement”) which, at a closing held on December 2, 2020, resulted 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 accompanying unaudited interim Consolidated Financial Statements for all fiscal year 2022 periods presented reflect the results of the Retail segment as a discontinued operation. The activity related to discontinued operations for fiscal year 2023 has been immaterial and therefore is included within results from continuing operations. See Note 10, “Discontinued Operations”, for further information. |
Recently Issued Accounting Pron
Recently Issued Accounting Pronouncements | 9 Months Ended |
Dec. 25, 2022 | |
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 annual 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 | 9 Months Ended |
Dec. 25, 2022 | |
Intangible Assets | |
Intangible Assets | Note 3. Intangible Assets Intangible assets, net on our Consolidated Balance Sheets as of December 25, 2022, consists of capitalized software for internal use, and indefinite-lived intangible assets. Capitalized software for internal use, net of accumulated amortization, was $38,859,000 and $29,463,100 as of December 25, 2022 and March 27, 2022, respectively. Amortization expense of capitalized software for internal use was $143,400 and $263,200 for the three months ended December 25, 2022 and December 26, 2021, respectively. Amortization expense of capitalized software for internal use was $498,600 and $658,400 for the nine months ended December 25, 2022 and December 26, 2021, respectively. During the nine months ended December 25, 2022, and December 26, 2021, the Company continued to capitalize costs related to an ongoing information technology project. This project was launched during the fourth quarter of fiscal 2023; accordingly, amortization of the project costs will commence in the fourth quarter of fiscal 2023. Indefinite-lived intangible assets were $795,400 as of December 25, 2022 and March 27, 2022. |
Borrowings Under Revolving Cred
Borrowings Under Revolving Credit Facility | 9 Months Ended |
Dec. 25, 2022 | |
Borrowings Under Revolving Credit Facility | |
Borrowings Under Revolving Credit Facility | Note 4. Borrowings Under Revolving Credit Facility On October 29, 2020, the Company entered into a Credit Agreement among the Company, the Company’s primary operating subsidiaries as co-borrowers, the Lender(s) party thereto from time to time, 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 paragraphs of this Note 4 have the meanings set forth in the Credit Agreement (as defined below) or the related Guaranty and Security Agreement. This facility replaced a previously existing credit facility among the Company and certain subsidiaries, the lenders party thereto (which included Wells) and Truist Bank (successor by merger to SunTrust Bank), as administrative agent. The discussion below is a summary and is qualified in its entirety by the actual terms of the Credit Agreement and related documents, including Amendment Nos. 1, 2, 3, and 4, and references below to the “Credit Agreement” include the Credit Agreement, together with such amendments, except in each case where otherwise indicated or the context otherwise requires. The Credit Agreement, as amended in Amendment No. 4 discussed below, now provides for a senior secured asset-based revolving credit facility of up to $105 million (the “Revolving Credit Facility”) with a $10 million Availability Block that is in effect at all times, which effectively limits the maximum borrowings under the Revolving Credit Facility to $95 million. The Revolving Credit Facility matures on April 29, 2025 and includes a $5.0 million letter of credit sublimit and provides for the issuance of Swingline 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 $155 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 When the facility was initially established pursuant to the Credit Agreement, Borrowings accrued interest from the applicable borrowing date: (A) if a LIBOR Rate Loan, (i) if the Fixed Charge Coverage Ratio was less than 1.10 :1.00, then the LIBOR Rate plus 2.25% or (ii) if the Fixed Charge Coverage Ratio was greater than or equal to 1.10 :1.00, then the LIBOR Rate plus 2.00% ; (B) if a Base Rate Loan, (i) if the Fixed Charge Coverage Ratio was less than 1.10 :1.00, then the Base Rate plus 1.25% or (ii) if the Fixed Charge Coverage Ratio was greater than or equal to 1.10 :1.00, then the Base Rate plus 1.00% . Pursuant to Amendment No. 4, Borrowings now accrue interest from the applicable borrowing date: (A) if a SOFR Rate Loan, (i) at a per annum rate equal to the SOFR Rate plus plus plus plus plus plus The Company was previously 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% . Pursuant to Amendment No. 4, the Company is now required to pay a monthly Unused Line Fee based on the average quarterly revolver usage, at a per annum rate equal to 0.25% of the unused Revolving Credit Facility if usage is greater than 50% , and 0.50% of the unused Revolving Credit Facility if usage is less than 50% . The Credit Agreement contains one financial covenant, a 1 :1 Fixed Charge Coverage Ratio, which was historically only tested if Excess Availability (generally, borrowing availability less the aggregate of trade payables and book overdrafts, each in excess of historical amounts), without giving effect to the $10 million Availability Block, is less than the greater of (a) 15% of the Maximum Revolver Amount and (b) $15,750,000 . Pursuant to Amendment No. 3, as discussed below, the Company was relieved of any Fixed Charge Coverage Ratio testing through calendar year 2022, without regard to the amount of Excess Availability during that period. The covenant has been re-imposed pursuant to Amendment No. 4, however, but only if Excess Availability falls below that described above. 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. As of December 25, 2022, borrowings under the Revolving Credit Facility totaled $61.6 million and, therefore, the Company had $33.4 million available for borrowing, subject to the Borrowing Base limitation and compliance with the other applicable terms referenced herein, and including the $10 million Availability Block discussed above. The Revolving Credit Facility has no lockbox arrangement associated with it and, therefore the outstanding balance is classified as a long-term liability on the Consolidated Balance Sheet as of December 25, 2022. Accordingly, borrowings from and repayments to the Company’s current line of credit are reflected on a gross basis in the cash flows from financing activities in the Consolidated Statements of Cash Flows. 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 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, and all Money, Cash Equivalents or other assets that come into the possession, custody or control of the Agent or any Lender, and certain 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 and any other holders of the Obligations. 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. On December 25, 2022, the interest rate applicable to borrowings under the Revolving Credit Facility was 6.67% . The weighted average interest rate on borrowings under the Company’s Revolving Credit Facility for the third quarter of fiscal year 2023 was 6.08% . 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 the otherwise applicable rate and, with certain events of default, such increase is automatic. Amendment No. 1 Pursuant to Amendment No. 1 to Credit Agreement dated July 12, 2021 (“Amendment No. 1”), between Tessco and Wells, Wells agreed to a 25 -basis point reduction in certain otherwise applicable rates and fees over an agreed period, and the Company and Wells agreed to, among others, certain changes related to the LIBOR rate option to simplify day-to-day management of the Revolving Credit Facility. These terms have since been further amended and, pursuant to Amendment No. 4 (as defined below), these interest rate terms have been superseded, with the methodology for determining the Applicable Margin now as discussed above. Amendment No. 2 In anticipation of TESSCO Reno Holding, LLC (“Reno Holding”) entering into the Real Estate Note of Reno Holding (the “Note”), as discussed further in Note 5, the Company, TESSCO Inc. and our other operating subsidiaries, and Wells, entered into Amendment No. 2 to Credit Agreement and Consent dated December 29, 2021 (“Amendment No. 2”). Pursuant to Amendment No. 2, and subject to its terms and conditions, among other things, Wells consented to the Note, without requiring that Reno Holding become a borrower or guarantor under the Credit Agreement. Amendment No. 3 On January 5, 2022, at the Company’s request, the Company and its operating subsidiaries, and Wells, entered into Amendment No. 3 to Credit Agreement and Amendment No. 1 to Guaranty and Security Agreement (“Amendment No. 3”), subject to the terms and conditions of which Wells agreed to increase the Commitment under the Revolving Credit Facility from $75 million to $80 million. Among the terms and conditions, the Company agreed to revert to the interest rate margins originally provided for under the terms of the Revolving Credit Facility (and which margins had previously been modified pursuant to Amendment No. 1 to Credit Agreement), as well as change to the methodology for determining the Applicable Margin, as discussed above, and agreed to a $10 million Availability Block for calendar year 2022, but was relieved of any Fixed Charge Coverage Ratio testing for the same period without regard to the amount of Excess Availability during that period. Amendment No. 3 further provided that a $15 million Excess Availability requirement would be imposed as of January 1, 2023, unless a Fixed Charge Coverage Ratio of 1 :1 is achieved. The Company did not meet the Fixed Charge Covenant Ratio, and as a result, availability under the Revolving Credit Facility for the remainder of calendar 2022 (subject to Amendment No. 4, discussed below) was $70 million after accounting for the Availability Block and was scheduled to reduce to $65 million on January 1, 2023 upon the scheduled expiration of the Availability Block and re-imposition of the Excess Availability requirement, in each case subject to the Borrowing Base limitations and compliance with the other terms. Amendment No. 4 On December 8, 2022, the Company and Wells entered into Amendment No. 4 to Credit Agreement (“Amendment No. 4”) under which the Commitment under the pre-existing Revolving Credit Facility was increased from $80 million to $105 million, among other things. Amendment No. 4 amended and restated the original Credit Agreement in its entirety. Availability is still determined in accordance with a Borrowing Base formula and, pursuant to the terms of Amendment No. 4, the $10 million Availability Block has been continued beyond calendar year-end 2022, indefinitely. As a result, the outstanding balance cannot exceed $95 million at any time. The maturity date has been extended to April 29, 2025. As discussed above, the 1 :1 Fixed Charge Coverage Ratio covenant was re-imposed and is now tested pursuant to Amendment No. 4, but only if Excess Availability falls below the threshold discussed above. In addition, Amendment No. 4 provided for a change from a LIBOR-based primary rate to one based on SOFR, as well as changes to the methodology for determining the Applicable Margin and the imposition of a $42 million Inventory Cap as a Borrowing Base component. Amendment No. 4 also changed the financial predicates for applicability of the Minimum Fixed Charge Coverage Ratio and Cash Dominion Period, taking into consideration the increase in Commitment. In addition, the Company agreed that in no event will the mortgage on its Hunt Valley, Maryland property be released prior to December 31, 2023, and only if the Fixed Charge Coverage Ratio thereafter is at least 1.10 to 1.00 for six thirty |
Debt
Debt | 9 Months Ended |
Dec. 25, 2022 | |
Debt | |
Debt | Note 5. Debt On December 30, 2021, Reno Holding, an indirect wholly owned subsidiary and now owner of the Company’s approximately 115,000 square foot operating facility located in Reno, Nevada (the “Reno Facility”), borrowed an aggregate sum of $6.5 million from Symetra Life Insurance Company (“Symetra”). The indebtedness is evidenced by the Note that provides for monthly payments of $47,858 (including principal and interest), bears interest at a fixed rate of 3.38% per annum for the first 5 years, is subject to adjustment after 5 years and again after 10 years, and matures in approximately 15 years. The Note and related obligations are secured by a Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing (the “Deed of Trust”) on the Reno Facility. The net proceeds from this borrowing transaction (the “Symetra Loan”) have since been applied to repayment of a portion of the revolving balance under the Company’s Revolving Credit Facility. An additional $250,000 is to be advanced under the Symetra Loan after roof and possible related repairs to the Reno Facility are satisfactorily completed. The Symetra Loan is limited recourse to the Reno Facility, with typical exceptions in which case it is recourse to Reno Holding, a special purpose entity formed by the Company to own the Reno Facility and related assets. The principal maturities of debt outstanding at December 25, 2022, were as follows: Fiscal Year 2023 $ 89,500 2024 365,700 2025 378,200 2026 391,200 2027 404,600 Thereafter 4,799,000 Total $ 6,428,200 |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Dec. 25, 2022 | |
Earnings Per Share | |
Earnings Per Share | Note 6. 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. The number of diluted weighted-average common shares was 9,217,148 for the three months ended December 25, 2022, and 9,187,995 for the nine months ended December 25, 2022. At December 25, 2022 , stock options with respect to 659,500 shares of common stock were outstanding, of which 564,500 were anti-dilutive and not included in diluted EPS because the stock options’ exercise price was greater than the average market price of the common shares. There were no anti-dilutive performance stock units (“PSUs”) or restricted stock units (RSUs”) outstanding as of December 25, 2022 . |
Business Segments
Business Segments | 9 Months Ended |
Dec. 25, 2022 | |
Business Segments | |
Business Segments | Note 7. Business Segments The Company has two reportable segments, Carrier and Commercial, which are identified based on the information reviewed by the Chief Operating Decision Maker (“CODM”) and are consistent with how the business is managed. Carrier is generally comprised of customers who build and maintain the infrastructure system and provide airtime service to individual subscribers, whereas Commercial includes value-added resellers, the government channel and private system operator markets. Ventev ® , the Company’s proprietary brand that manufactures products, is primarily included in the Commercial segment. There is a mix of products that the Company sells that are marketed to both segments, as well as certain product classes that primarily serve one segment. As a value-add distributor of products from over 300 manufacturers, the Company sells products across a large number of product groups and industries and, as a result, it is impracticable to provide segment information at the product group level. Inventory typically has a life cycle that tends to be tied to changes in regulation or technology and includes products typically used by business entities or governments. Segment activity for the third quarter and first nine months of fiscal years 2023 and 2022 is as follows (in thousands): Three Months Ended Nine Months Ended December 25, 2022 December 26, 2021 December 25, 2022 December 26, 2021 Revenues Carrier $ 48,627 $ 43,409 $ 147,745 $ 136,348 Commercial 66,253 59,053 200,120 179,607 Total revenues $ 114,880 $ 102,462 $ 347,864 $ 315,955 Gross Profit Carrier $ 6,354 $ 5,484 $ 19,492 $ 16,365 Commercial 17,337 14,137 50,757 42,738 Total gross profit $ 23,691 $ 19,621 $ 70,249 $ 59,103 The table below presents total assets by reportable segments. For the Carrier and Commercial segments, total assets are primarily comprised of accounts receivable. December 25, 2022 March 27, 2022 Total Assets Carrier $ 38,427 $ 38,705 Commercial 40,632 36,797 Corporate 150,679 127,012 Total assets $ 229,737 $ 202,513 The CODM reviews segment results using Gross profit as the segment measure of profit or loss and the Company does not allocate expenses below Gross profit to the segments. |
Shares Withheld
Shares Withheld | 9 Months Ended |
Dec. 25, 2022 | |
Shares Withheld | |
Shares Withheld | Note 8. 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. Shares withheld are issued to Treasury stock and included in the number of shares of common stock issued, but are excluded from the number of shares of common stock outstanding. For the nine months ended December 25, 2022 and December 26, 2021, the aggregate value of the shares withheld totaled $158,100 and $66,400 respectively. |
Concentration of Risk
Concentration of Risk | 9 Months Ended |
Dec. 25, 2022 | |
Concentration of Risk Related to Continuing Operations | |
Concentration of Risk | Note 9. Concentration of Risk The Company’s future results could be negatively impacted by the loss of certain customer and/or vendor relationships. For the three months ended December 25, 2022 and December 26, 2021, revenue from the Company’s largest customer accounted for 11.9% and 10.0% of revenue. For the nine months ended December 25, 2022 and December 26, 2021, no customer accounted for more than 10% of consolidated revenues in any period. For the three months ended December 25, 2022 and December 26, 2021, sales of products purchased from the Company’s largest supplier accounted for 27.7% and 26.4% of revenue from continuing operations, respectively. No other suppliers accounted for more than 10% of consolidated revenues in either quarter. For the nine months ended December 25, 2022 and December 26, 2021, sales of products purchased from the Company’s largest supplier accounted for 30.6% and 29.6% of revenue from continuing operations, respectively. No other suppliers accounted for more than 10% of consolidated revenues in either period. |
Discontinued Operations
Discontinued Operations | 9 Months Ended |
Dec. 25, 2022 | |
Discontinued Operations | |
Discontinued Operations | Note 10. Discontinued Operations At a closing on December 2, 2020, the Company sold most of its retail inventory, the Ventev brand as it relates to mobile device accessory products, and certain other retail-related assets to Voice Comm, LLC (“Voice Comm”). As part of the sale agreement, the Company is entitled to royalty payments of up to $3.0 million in the aggregate on the sale of Ventev branded products by Voice Comm over a four-year period after the closing. As a result of the disposal described above, the operating results of the former Retail segment have been included in Income (loss) from discontinued operations, net of taxes, in the Consolidated Statements of Income (Loss) for fiscal year 2022. Due to the immateriality of the ongoing results from this former Retail segment, fiscal year 2023 activity has been consolidated within the results from continuing operations. The following table presents the financial results of the Retail segment for the three and nine months ended December 26, 2021: Three Months Ended Nine Months Ended December 26, 2021 December 26, 2021 Revenues $ 383,800 $ 2,992,700 Cost of goods sold 56,700 1,179,600 Gross profit 327,100 1,813,100 Selling, general and administrative expenses 83,200 636,400 Income (loss) from operations before income taxes 243,900 1,176,700 Provision for (benefit from) income taxes 100 (11,200) Net income (loss) attributable to discontinued operations $ 243,800 $ 1,187,900 The financial results reflected above may not fully represent our former Retail segment stand-alone operating net income, as the results reported within Net income attributable to discontinued operations include only certain costs that are directly attributable to this former segment and exclude certain corporate overhead and operational costs that may have been previously allocated for each period. In our Unaudited Consolidated Statements of Cash Flows included in this Form 10-Q report, the cash flows from discontinued operations are not separately classified. Cash provided by operating activities from discontinued operations for the nine months ended December 26, 2021, was $4.6 million. |
Recently Issued Accounting Pr_2
Recently Issued Accounting Pronouncements (Policies) | 9 Months Ended |
Dec. 25, 2022 | |
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 annual 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. |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Dec. 25, 2022 | |
Debt | |
Schedule of principal maturities of debt outstanding | Fiscal Year 2023 $ 89,500 2024 365,700 2025 378,200 2026 391,200 2027 404,600 Thereafter 4,799,000 Total $ 6,428,200 |
Business Segments (Tables)
Business Segments (Tables) | 9 Months Ended |
Dec. 25, 2022 | |
Business Segments | |
Schedule of segment activity and total assets by segment | Segment activity for the third quarter and first nine months of fiscal years 2023 and 2022 is as follows (in thousands): Three Months Ended Nine Months Ended December 25, 2022 December 26, 2021 December 25, 2022 December 26, 2021 Revenues Carrier $ 48,627 $ 43,409 $ 147,745 $ 136,348 Commercial 66,253 59,053 200,120 179,607 Total revenues $ 114,880 $ 102,462 $ 347,864 $ 315,955 Gross Profit Carrier $ 6,354 $ 5,484 $ 19,492 $ 16,365 Commercial 17,337 14,137 50,757 42,738 Total gross profit $ 23,691 $ 19,621 $ 70,249 $ 59,103 The table below presents total assets by reportable segments. For the Carrier and Commercial segments, total assets are primarily comprised of accounts receivable. December 25, 2022 March 27, 2022 Total Assets Carrier $ 38,427 $ 38,705 Commercial 40,632 36,797 Corporate 150,679 127,012 Total assets $ 229,737 $ 202,513 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 9 Months Ended |
Dec. 25, 2022 | |
Discontinued Operations | |
Summary of financial results of the retail segment discontinued operations | Three Months Ended Nine Months Ended December 26, 2021 December 26, 2021 Revenues $ 383,800 $ 2,992,700 Cost of goods sold 56,700 1,179,600 Gross profit 327,100 1,813,100 Selling, general and administrative expenses 83,200 636,400 Income (loss) from operations before income taxes 243,900 1,176,700 Provision for (benefit from) income taxes 100 (11,200) Net income (loss) attributable to discontinued operations $ 243,800 $ 1,187,900 |
Description of Business and B_2
Description of Business and Basis of Presentation (Details) | 9 Months Ended |
Dec. 25, 2022 | |
US | Geographic Concentration Risk | Revenue | |
Concentration Risk | |
Concentration risk (as a percent) | 98% |
Intangible Assets - (Details)
Intangible Assets - (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Dec. 25, 2022 | Dec. 26, 2021 | Dec. 25, 2022 | Dec. 26, 2021 | Mar. 27, 2022 | |
Goodwill and Other Intangible Assets | |||||
Capitalized computer software | $ 38,859,000 | $ 38,859,000 | $ 29,463,100 | ||
Indefinite lived intangible assets | 795,400 | 795,400 | $ 795,400 | ||
Internally developed computer software | |||||
Goodwill and Other Intangible Assets | |||||
Amortization expense | $ 143,400 | $ 263,200 | $ 498,600 | $ 658,400 |
Borrowings Under Revolving Cr_2
Borrowings Under Revolving Credit Facility - Credit Agreements (Details) - Revolving Credit Facility | 3 Months Ended | |||||
Jan. 01, 2023 USD ($) | Dec. 08, 2022 USD ($) | Jan. 05, 2022 USD ($) | Jul. 12, 2021 | Oct. 29, 2020 USD ($) item | Dec. 25, 2022 USD ($) | |
Credit Facility | ||||||
Maximum borrowing capacity | $ 105,000,000 | $ 80,000,000 | $ 75,000,000 | |||
Amount of Availability Block | 10,000,000 | 10,000,000 | $ 10,000,000 | $ 10,000,000 | ||
Current borrowing capacity | 95,000,000 | |||||
Maximum aggregate commitment amount | $ 155,000,000 | |||||
Borrowing base as a percent of eligible accounts | 85% | |||||
Amount of current Aged Inventory Cap | 2,250,000 | |||||
Amount of future Aged Inventory Cap | $ 2,000,000 | |||||
Fixed charge coverage ratio | 1 | 1 | ||||
Fee on unused portion of revolving credit facility (as a percent) | 0.25% | |||||
Unused line fee, if usage is greater than 50% (as a percent) | 0.25% | |||||
Unused line fee, if usage is less than 50% | 0.50% | |||||
Number of financial covenants | item | 1 | |||||
Percentage of maximum amount of credit facility | 15% | |||||
Debt instrument, excess availability, threshold amount | $ 15,750,000 | |||||
Outstanding balance | 61,600,000 | |||||
Available borrowing capacity | $ 33,400,000 | |||||
Interest rate (as a percent) | 6.67% | |||||
Weighted average interest rate during the period (as a percent) | 6.08% | |||||
Increase of applicable rate upon event of default (as a percent) | 2% | |||||
Reduction in applicable rates and fees | 0.25% | |||||
Maximum borrowing availability without maintaining fixed charge coverage ratio | $ 70,000,000 | |||||
Inventory Cap | $ 42,000,000 | |||||
Minimum | ||||||
Credit Facility | ||||||
Inventory age | 180 days | |||||
Unused line fee, usage threshold for determine rate (as a percent) | 50% | |||||
Maximum | ||||||
Credit Facility | ||||||
Inventory age | 181 days | |||||
Unused line fee, usage threshold for determine rate (as a percent) | 50% | |||||
SOFR | ||||||
Credit Facility | ||||||
Adjustment to base interest rate (as a percent) | 0.10% | |||||
Debt Instrument Covenant, If Fixed Coverage Ratio is Less Than 1.10 | LIBOR | ||||||
Credit Facility | ||||||
Interest rate spread on variable rate basis (as a percent) | 2.25% | |||||
Debt Instrument Covenant, If Fixed Coverage Ratio is Less Than 1.10 | LIBOR | Maximum | ||||||
Credit Facility | ||||||
Fixed charge coverage ratio | 1.10 | |||||
Debt Instrument Covenant, If Fixed Coverage Ratio is Less Than 1.10 | Base rate | ||||||
Credit Facility | ||||||
Interest rate spread on variable rate basis (as a percent) | 1.25% | |||||
Debt Instrument Covenant, If Fixed Coverage Ratio is Less Than 1.10 | Base rate | Maximum | ||||||
Credit Facility | ||||||
Fixed charge coverage ratio | 1.10 | |||||
Debt Instrument Covenant, If Fixed Coverage Ratio is Greater Than Or Equal To 1.10 | ||||||
Credit Facility | ||||||
Debt instrument, excess availability, threshold amount | $ 22,500,000 | |||||
Minimum period over which entity must maintain Fixed Charge Coverage Ratio threshold for release of mortgage | 6 months | |||||
Period for maintaining threshold excess availability amount | 30 days | |||||
Debt Instrument Covenant, If Fixed Coverage Ratio is Greater Than Or Equal To 1.10 | Minimum | ||||||
Credit Facility | ||||||
Fixed charge coverage ratio | 1.10 | |||||
Debt Instrument Covenant, If Fixed Coverage Ratio is Greater Than Or Equal To 1.10 | LIBOR | ||||||
Credit Facility | ||||||
Interest rate spread on variable rate basis (as a percent) | 2% | |||||
Debt Instrument Covenant, If Fixed Coverage Ratio is Greater Than Or Equal To 1.10 | LIBOR | Minimum | ||||||
Credit Facility | ||||||
Fixed charge coverage ratio | 1.10 | |||||
Debt Instrument Covenant, If Fixed Coverage Ratio is Greater Than Or Equal To 1.10 | Base rate | ||||||
Credit Facility | ||||||
Interest rate spread on variable rate basis (as a percent) | 1% | |||||
Debt Instrument Covenant, If Fixed Coverage Ratio is Greater Than Or Equal To 1.10 | Base rate | Minimum | ||||||
Credit Facility | ||||||
Fixed charge coverage ratio | 1.10 | |||||
Debt Instrument Covenant, Later of December 31, 2023 And Fixed Coverage Ratio Not Less Than 1.00 | Base rate | ||||||
Credit Facility | ||||||
Interest rate spread on variable rate basis (as a percent) | 1.25% | |||||
Fixed Charge Coverage Ratio, period of calculation | 12 months | |||||
Debt Instrument Covenant, Later of December 31, 2023 And Fixed Coverage Ratio Not Less Than 1.00 | Base rate | Minimum | ||||||
Credit Facility | ||||||
Fixed charge coverage ratio | 1 | |||||
Debt Instrument Covenant, Later of December 31, 2023 And Fixed Coverage Ratio Not Less Than 1.00 | SOFR | ||||||
Credit Facility | ||||||
Interest rate spread on variable rate basis (as a percent) | 2.25% | |||||
Fixed Charge Coverage Ratio, period of calculation | 12 months | |||||
Debt Instrument Covenant, Later of December 31, 2023 And Fixed Coverage Ratio Not Less Than 1.00 | SOFR | Minimum | ||||||
Credit Facility | ||||||
Fixed charge coverage ratio | 1 | |||||
Forecast | ||||||
Credit Facility | ||||||
Fixed charge coverage ratio | 1 | |||||
Debt instrument, excess availability, threshold amount | $ 15,000,000 | |||||
Maximum borrowing availability without maintaining fixed charge coverage ratio | $ 65,000,000 | |||||
Excess Availability, greater than 30% | Base rate | ||||||
Credit Facility | ||||||
Interest rate spread on variable rate basis (as a percent) | 0.75% | |||||
Excess Availability, greater than 30% | Base rate | Minimum | ||||||
Credit Facility | ||||||
Excess Availability (as a percent) | 30% | |||||
Excess Availability, greater than 30% | SOFR | ||||||
Credit Facility | ||||||
Interest rate spread on variable rate basis (as a percent) | 1.75% | |||||
Excess Availability, greater than 30% | SOFR | Minimum | ||||||
Credit Facility | ||||||
Excess Availability (as a percent) | 30% | |||||
Excess Availability, at least 20% but less than or equal to 30% | Base rate | ||||||
Credit Facility | ||||||
Interest rate spread on variable rate basis (as a percent) | 1% | |||||
Excess Availability, at least 20% but less than or equal to 30% | Base rate | Minimum | ||||||
Credit Facility | ||||||
Excess Availability (as a percent) | 20% | |||||
Excess Availability, at least 20% but less than or equal to 30% | Base rate | Maximum | ||||||
Credit Facility | ||||||
Excess Availability (as a percent) | 30% | |||||
Excess Availability, at least 20% but less than or equal to 30% | SOFR | ||||||
Credit Facility | ||||||
Interest rate spread on variable rate basis (as a percent) | 2% | |||||
Excess Availability, at least 20% but less than or equal to 30% | SOFR | Minimum | ||||||
Credit Facility | ||||||
Excess Availability (as a percent) | 20% | |||||
Excess Availability, at least 20% but less than or equal to 30% | SOFR | Maximum | ||||||
Credit Facility | ||||||
Excess Availability (as a percent) | 30% | |||||
Excess Availability, less than 20% | Base rate | ||||||
Credit Facility | ||||||
Amount of Availability Block | $ 10 | |||||
Interest rate spread on variable rate basis (as a percent) | 1.25% | |||||
Excess Availability, less than 20% | Base rate | Maximum | ||||||
Credit Facility | ||||||
Excess Availability (as a percent) | 20% | |||||
Excess Availability, less than 20% | SOFR | ||||||
Credit Facility | ||||||
Interest rate spread on variable rate basis (as a percent) | 2.25% | |||||
Excess Availability, less than 20% | SOFR | Maximum | ||||||
Credit Facility | ||||||
Excess Availability (as a percent) | 20% | |||||
Letter of Credit | ||||||
Credit Facility | ||||||
Maximum borrowing capacity | $ 5,000,000 |
Debt - Terms (Details)
Debt - Terms (Details) ft² in Thousands | Dec. 30, 2021 USD ($) ft² |
Debt instrument | |
Area of operating facility owned (in square feet) | ft² | 115 |
Symetra Loan | |
Debt instrument | |
Aggregate sum borrowed | $ 6,500,000 |
Monthly payment | $ 47,858 |
Fixed interest rate (as a percent) | 3.38% |
First interest period | 5 years |
Interest rate adjustment period, one | 5 years |
Interest rate adjustment period, two | 10 years |
Debt instrument term | 15 years |
Potential additional amount to be advanced | $ 250,000 |
Debt - Maturities (Details)
Debt - Maturities (Details) - Debt, excluding revolving line of credit | Dec. 25, 2022 USD ($) |
Maturities of debt | |
2023 | $ 89,500 |
2024 | 365,700 |
2025 | 378,200 |
2026 | 391,200 |
2027 | 404,600 |
Thereafter | 4,799,000 |
Total | $ 6,428,200 |
Earnings Per Share (Details)
Earnings Per Share (Details) | 3 Months Ended | 9 Months Ended |
Dec. 25, 2022 shares | Dec. 25, 2022 shares | |
Antidilutive Securities | ||
Diluted weighted average common shares, at positive earning position | 9,217,148 | 9,187,995 |
Stock Options | ||
Antidilutive Securities | ||
Options outstanding (in shares) | 659,500 | 659,500 |
Anti-dilutive equity awards (in shares) | 564,500 | |
PSUs or RSUs | ||
Antidilutive Securities | ||
Anti-dilutive equity awards (in shares) | 0 |
Business Segments - Segment Act
Business Segments - Segment Activity (Details) | 3 Months Ended | 9 Months Ended | |||
Dec. 25, 2022 USD ($) item | Dec. 26, 2021 USD ($) | Dec. 25, 2022 USD ($) segment item | Dec. 26, 2021 USD ($) | Mar. 27, 2022 USD ($) | |
Segments | |||||
Number of reportable segments | segment | 2 | ||||
Market unit activity | |||||
Revenues | $ 114,879,700 | $ 102,462,400 | $ 347,863,800 | $ 315,954,700 | |
Gross Profit | 23,691,100 | 19,620,800 | 70,249,400 | 59,102,700 | |
Total assets | $ 229,737,400 | $ 229,737,400 | $ 202,513,300 | ||
Minimum | |||||
Segments | |||||
Number manufacturers of products for which the Company is a distributor. | item | 300 | 300 | |||
Corporate | |||||
Market unit activity | |||||
Total assets | $ 150,679,000 | $ 150,679,000 | 127,012,000 | ||
Carrier Segment | |||||
Market unit activity | |||||
Revenues | 48,627,000 | 43,409,000 | 147,745,000 | 136,348,000 | |
Gross Profit | 6,354,000 | 5,484,000 | 19,492,000 | 16,365,000 | |
Carrier Segment | Segments | |||||
Market unit activity | |||||
Total assets | 38,427,000 | 38,427,000 | 38,705,000 | ||
Commercial Segment | |||||
Market unit activity | |||||
Revenues | 66,253,000 | 59,053,000 | 200,120,000 | 179,607,000 | |
Gross Profit | 17,337,000 | $ 14,137,000 | 50,757,000 | $ 42,738,000 | |
Commercial Segment | Segments | |||||
Market unit activity | |||||
Total assets | $ 40,632,000 | $ 40,632,000 | $ 36,797,000 |
Shares Withheld (Details)
Shares Withheld (Details) - USD ($) | 9 Months Ended | |
Dec. 25, 2022 | Dec. 26, 2021 | |
Shares Withheld | ||
Tax withholding for share based compensation | $ 158,100 | $ 66,400 |
Concentration of Risk (Details)
Concentration of Risk (Details) - Revenue - Continuing Operations | 3 Months Ended | 9 Months Ended | ||
Dec. 25, 2022 | Dec. 26, 2021 | Dec. 25, 2022 | Dec. 26, 2021 | |
Customer Concentration Risk | Largest customer | ||||
Concentration Risk | ||||
Concentration risk (as a percent) | 11.90% | 10% | ||
Supplier Concentration Risk | Largest Supplier | ||||
Concentration Risk | ||||
Concentration risk (as a percent) | 27.70% | 26.40% | 30.60% | 29.60% |
Discontinued Operations - Gener
Discontinued Operations - General (Details) - Discontinued Operations, Disposed of by Sale - Ventev brand and other retail-related assets $ in Millions | Dec. 02, 2020 USD ($) |
Discontinued Operations | |
Maximum royalty payments receivable | $ 3 |
Royalty payment period | 4 years |
Discontinued Operations - Finan
Discontinued Operations - Financial Results of Retail Segment (Details) - USD ($) | 3 Months Ended | 9 Months Ended |
Dec. 26, 2021 | Dec. 26, 2021 | |
Discontinued Operations Income Statement Disclosures | ||
Net income (loss) attributable to discontinued operations | $ 243,800 | $ 1,187,900 |
Discontinued Operations, Disposed of by Sale | Ventev brand and other retail-related assets | ||
Discontinued Operations Income Statement Disclosures | ||
Revenues | 383,800 | 2,992,700 |
Cost of goods sold | 56,700 | 1,179,600 |
Gross profit | 327,100 | 1,813,100 |
Selling, general and administrative expenses | 83,200 | 636,400 |
Income (loss) from operations before income taxes | 243,900 | 1,176,700 |
Provision for (benefit from) income taxes | 100 | (11,200) |
Net income (loss) attributable to discontinued operations | $ 243,800 | $ 1,187,900 |
Discontinued Operation, Name of Segment | tess:RetailMarketSegmentMember | tess:RetailMarketSegmentMember |
Cash provided by operating activities from discontinued operations | $ 4,600,000 |