Annual Statements Open main menu

TESSCO TECHNOLOGIES INC - Quarter Report: 2010 June (Form 10-Q)

Table of Contents

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

x      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended June 27, 2010

 

or

 

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

 

For the transition period from            to           

 

Commission File Number: 0-24746

 

TESSCO TECHNOLOGIES INCORPORATED

(Exact name of registrant as specified in its charter)

 

Delaware

 

52-0729657

(State or other jurisdiction of

 

(I.R.S Employer

incorporation or organization)

 

Identification No.)

 

 

 

11126 McCormick Road, Hunt Valley, Maryland

 

21031

(Address of principal executive offices)

 

(Zip Code)

 

(410) 229-1000

(Registrant’s telephone number, including area code)

 

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

 

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

 

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

 

Large accelerated filer o

Accelerated filer o

 

 

Non-accelerated filer o

Smaller reporting company x

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes o  No x

 

The number of shares of the registrant’s Common Stock, $0.01 par value per share, outstanding as of July 30, 2010, was 7,395,291.

 

 

 



Table of Contents

 

TESSCO TECHNOLOGIES INCORPORATED

Index to Form 10-Q

 

Part I

FINANCIAL INFORMATION

 

 

 

 

Item 1.

Financial Statements.

 

 

 

 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

 

 

 

Item 3.

Quantitative and Qualitative Disclosure About Market Risk.

 

 

 

 

Item 4.

Controls and Procedures.

 

 

 

Part II

OTHER INFORMATION

 

 

 

 

Item 1.

Legal Proceedings.

 

 

 

 

Item 1A.

Risk Factors.

 

 

 

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

 

 

 

 

Item 3.

Defaults Upon Senior Securities.

 

 

 

 

Item 4.

(Removed and Reserved)

 

 

 

 

Item 5.

Other Information.

 

 

 

 

Item 6.

Exhibits.

 

 

 

 

Signatures

 

 

2



Table of Contents

 

PART I. FINANCIAL INFORMATION

 

Item 1. Financial Statements.

 

TESSCO TECHNOLOGIES INCORPORATED

Consolidated Balance Sheets

 

 

 

June 27,
2010

 

March 28,
2010

 

 

 

(unaudited)

 

 

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

4,712,100

 

$

7,658,700

 

Trade accounts receivable, net

 

66,328,300

 

60,675,000

 

Product inventory, net

 

52,890,300

 

44,991,500

 

Deferred tax assets

 

4,615,000

 

4,615,000

 

Prepaid expenses and other current assets

 

2,989,000

 

1,597,000

 

Total current assets

 

131,534,700

 

119,537,200

 

 

 

 

 

 

 

Property and equipment, net

 

20,905,500

 

20,679,900

 

Goodwill, net

 

11,684,700

 

9,017,700

 

Other long-term assets

 

2,049,700

 

2,111,900

 

Total assets

 

$

166,174,600

 

$

151,346,700

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Trade accounts payable

 

$

76,916,800

 

$

59,548,900

 

Payroll, benefits and taxes

 

5,359,400

 

8,974,200

 

Income and sales tax liabilities

 

2,655,700

 

2,528,000

 

Accrued expenses and other current liabilities

 

1,331,400

 

1,312,900

 

Current portion of long-term debt

 

381,000

 

380,000

 

Total current liabilities

 

86,644,300

 

72,744,000

 

 

 

 

 

 

 

Deferred tax liabilities

 

3,650,800

 

3,650,800

 

Long-term debt, net of current portion

 

3,193,800

 

3,328,000

 

Other long-term liabilities

 

1,540,800

 

1,978,700

 

Total liabilities

 

95,029,700

 

81,701,500

 

 

 

 

 

 

 

Commitments and Contingencies

 

 

 

 

 

 

 

 

 

 

 

Shareholders’ equity:

 

 

 

 

 

Preferred stock

 

 

 

Common stock

 

83,200

 

81,500

 

Additional paid-in capital

 

38,303,300

 

36,937,700

 

Treasury stock

 

(44,019,800

)

(42,819,400

)

Retained earnings

 

76,858,300

 

75,543,000

 

Accumulated other comprehensive loss, net of tax

 

(80,100

)

(97,600

)

Total shareholders’ equity

 

71,144,900

 

69,645,200

 

Total liabilities and shareholders’ equity

 

$

166,174,600

 

$

151,346,700

 

 

See accompanying notes.

 

3



Table of Contents

 

TESSCO TECHNOLOGIES INCORPORATED

Unaudited Consolidated Statements of Income

 

 

 

Three Months Ended

 

 

 

June 27, 2010

 

June 28, 2009

 

 

 

 

 

 

 

Revenues

 

$

141,952,600

 

$

108,801,300

 

Cost of goods sold

 

109,602,800

 

79,785,700

 

Gross Profit

 

32,349,800

 

29,015,600

 

Selling, general and administrative expenses

 

28,911,700

 

25,761,400

 

Income from operations

 

3,438,100

 

3,254,200

 

Interest expense, net

 

77,800

 

109,300

 

Income before provision for income taxes

 

3,360,300

 

3,144,900

 

Provision for income taxes

 

1,290,800

 

1,232,800

 

Net income

 

$

2,069,500

 

$

1,912,100

 

Basic earnings per share

 

$

0.27

 

$

0.26

 

Diluted earnings per share

 

$

0.26

 

$

0.25

 

 

 

 

 

 

 

Cash dividends declared per common share

 

$

0.10

 

$

 

 

See accompanying notes.

 

4



Table of Contents

 

TESSCO TECHNOLOGIES INCORPORATED

Unaudited Consolidated Statements of Cash Flows

 

 

 

Three Months Ended

 

 

 

June 27, 2010

 

June 28, 2009

 

 

 

 

 

 

 

Cash flows from operating activities:

 

 

 

 

 

Net income

 

$

2,069,500

 

$

1,912,100

 

Adjustments to reconcile net income to net cash (used in) provided by operating activities:

 

 

 

 

 

Depreciation and amortization

 

1,013,600

 

1,040,900

 

Non-cash stock compensation expense

 

557,200

 

555,500

 

Deferred income taxes and other

 

(392,700

)

242,000

 

Change in trade accounts receivable

 

(5,653,300

)

(3,690,700

)

Change in product inventory

 

(7,898,800

)

(4,388,800

)

Change in prepaid expenses and other current assets

 

(1,392,000

)

4,600

 

Change in trade accounts payable

 

14,700,900

 

10,294,100

 

Change in payroll, benefits and taxes

 

(3,614,800

)

(694,000

)

Change in income and sales tax liabilities

 

127,700

 

1,385,000

 

Change in accrued expenses and other current liabilities

 

80,400

 

(19,200

)

Net cash (used in) provided by operating activities

 

(402,300

)

6,641,500

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

Purchases of property and equipment

 

(1,204,700

)

(292,000

)

Additional earn-out payments on acquired businesses

 

 

(2,382,000

)

Net cash used in investing activities

 

(1,204,700

)

(2,674,000

)

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

Payments on long-term debt

 

(133,200

)

(94,400

)

Proceeds from debt issuance

 

 

250,000

 

Cash used for issuance of stock split

 

(3,400

)

 

Cash dividends paid

 

(754,200

)

 

Purchases of treasury stock and repurchases of stock from employees and directors for minimum tax withholdings

 

(1,200,400

)

(101,800

)

Excess tax benefit (loss) from stock-based compensation

 

751,600

 

(220,800

)

Net cash used in financing activities

 

(1,339,600

)

(167,000

)

 

 

 

 

 

 

Net (decrease) increase in cash and cash equivalents

 

(2,946,600

)

3,800,500

 

 

 

 

 

 

 

Cash and cash equivalents, beginning of period

 

7,658,700

 

599,800

 

 

 

 

 

 

 

Cash and cash equivalents, end of period

 

$

4,712,100

 

$

4,400,300

 

 

See accompanying notes.

 

5



Table of Contents

 

TESSCO TECHNOLOGIES INCORPORATED

Notes to Unaudited Consolidated Financial Statements

June 27, 2010

 

Note 1. Description of Business and Basis of Presentation

 

TESSCO Technologies Incorporated, a Delaware corporation (TESSCO, we, or the Company), architects better product and value chain solutions, at lower costs, to support the construction, operation and use of mobility and data 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. Over 99% 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 (“SEC”). 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 28, 2010.

 

Note 2. Recently Issued Accounting Pronouncements

 

In January 2010, the FASB issued updated accounting guidance related to fair value measurements and disclosures which requires a number of additional disclosures regarding fair value measurements, including the amount of transfers between Levels 1 and 2 of the fair value hierarchy, the reasons for transfers in or out of Level 3 of the fair value hierarchy and activity for recurring Level 3 measures. In addition, the amendment clarifies certain existing disclosure requirements related to the level at which fair value disclosures should be disaggregated and the requirement to provide disclosures about the valuation techniques and inputs used in determining the fair value of assets or liabilities classified as Levels 2 or 3. The standard is effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances and settlements in the roll forward of activity in Level 3 fair value measurements, which is effective for fiscal years beginning after December 15, 2010 with early adoption permitted. The adoption of the standard update did not have a material impact on the Company’s consolidated financial statements.

 

Note 3. Stock Split Effected in the Form of a Dividend

 

On May 26, 2010, the Company issued a stock dividend in order to effect a three-for-two stock split of the Company’s common stock. All share and earnings per share numbers prior to the May 26, 2010 stock split (including without limitation all share and share-related numbers included in Notes 4, 6 and 10 below) have been retroactively restated to reflect the stock dividend for all periods presented. The number of authorized shares remains at 15,000,000.

 

Note 4. Stock Compensation

 

The Company’s selling, general and administrative expenses for the fiscal quarters ended June 27, 2010 and June 28, 2009 includes $557,200 and $555,500, respectively, of non-cash stock compensation expense. Stock compensation expense is primarily related to our Performance Stock Unit (PSU) Program. In addition, the Company recorded an excess tax benefit (loss) directly to shareholders’ equity of $751,600 and ($220,800), primarily related to the PSUs which vested during the three months ended June 27, 2010 and June 28, 2009, respectively.

 

Performance Stock Units: The following table summarizes the activity under the Company’s PSU program for the first three months of fiscal year 2011:

 

6



Table of Contents

 

 

 

Three Months Ended
June 27, 2010

 

Weighted Average
Fair Value at Grant
Date

 

Shares available for issue under outstanding PSUs, non-vested beginning of period

 

679,627

 

$

6.75

 

Granted

 

267,000

 

16.05

 

Vested

 

(238,163

)

7.24

 

Forfeited/cancelled

 

(12,375

)

6.47

 

Shares available for issue under outstanding PSUs, non-vested end of period

 

696,089

 

$

10.15

 

 

Of the 696,089 shares available for issuance under outstanding PSUs, but not yet vested as of June 27, 2010, 429,840 shares have been earned, and assuming the respective participants remain employed by or associated with the Company on these dates, these shares will vest and be issued ratably on or about May 1 of 2011, 2012 and 2013.

 

The PSUs cancelled during fiscal year 2011 primarily related to the fiscal year 2010 grant of PSUs, which had a 1-year measurement period (fiscal year 2010). Of the PSUs cancelled, PSUs covering 10,500 shares were cancelled because the applicable individual fiscal 2010 performance targets were not fully satisfied for certain non-director employee participants. In addition, 1,125 non-vested shares related to the fiscal year 2010 grant of PSUs were forfeited and 750 shares related to the fiscal year 2011 grant of PSUs were cancelled due to a participant no longer being employed by the Company. Per the provisions of the Second Amended and Restated 1994 Stock and Incentive Plan (the “1994 Plan”), the shares related to these PSUs were added back to the 1994 Plan and became available for future issuance.

 

During fiscal year 2011, the Compensation Committee of the Board of Directors, with the concurrence of the full Board of Directors, granted additional PSUs to select key individuals and directors, providing them with the opportunity to earn up to 267,000 additional shares of the Company’s common stock in the aggregate (of which 750 PSUs have since been cancelled due to a participant no longer being employed by the Company), depending upon whether certain threshold or goal earnings per share targets are met, subject to individual performance for employees (independent directors are not subject to individual performance factors). These PSUs have only one measurement year (fiscal year 2011), with any shares earned at the end of fiscal year 2011 to vest and be issued 25% on or about May 1 of each of 2011, 2012, 2013 and 2014, provided that the respective participants remain employed by or associated with the Company on each such date.

 

If the maximum target of PSUs granted in fiscal year 2011 is assumed to be earned, total unrecognized compensation costs on these and all other earned but unvested PSU’s would be approximately $4.0 million as of June 27, 2010 and would be expensed through fiscal year 2014.

 

Stock Options: In accordance with the FASB standard regarding stock compensation and share-based payments, the fair value of the Company’s stock options has been determined using the Black-Scholes-Merton option pricing model, based upon facts and assumptions existing at the date of grant. Outstanding stock options have exercise prices equal to the market price of the Company’s common stock on the grant date.

 

The fair value of each option at the date of grant is amortized as compensation expense over the option service or vesting period. This occurs without regard to subsequent changes in stock price, volatility or interest rates over time, provided that the option remains outstanding. As of June 27, 2010, all outstanding stock options are fully vested. The following table summarizes the pertinent option information for outstanding options for the three months ended June 27, 2010:

 

 

 

Shares

 

Weighted Average
Exercise Price

 

Outstanding, beginning of period

 

180,000

 

$

5.26

 

Granted

 

 

 

Exercised

 

 

 

Cancelled

 

 

 

Outstanding and exercisable, end of period

 

180,000

 

5.26

 

 

Restricted Stock: In fiscal year 2007, the Company granted 225,000 shares of the Company’s common stock to its Chairman and Chief Executive Officer as a restricted stock award under the 1994 Plan. These shares vest ratably over ten fiscal years based on service, beginning on the last day of fiscal year 2007 and ending on the last day of fiscal year 2016, subject, however, to the terms applicable to the award, including terms providing for possible acceleration of vesting upon

 

7



Table of Contents

 

death, disability, change in control or certain other events. The weighted average fair value for these shares at the grant date was $10.56. As of June 27, 2010, 135,000 shares remain unvested and there was no activity related to these restricted shares during the first three months of fiscal year 2011. As of June 27, 2010, there was approximately $1.4 million of total unrecognized compensation costs related to this issuance of restricted stock. Unrecognized compensation costs are expected to be recognized ratably over a period of approximately six years. Also in fiscal year 2011, restricted stock units covering 22,500 shares were issued to various non-executive employees. These shares vest on the last day of fiscal year 2014, provided the employees are still employed by the Company on that date. The weighted average fair value for these shares at the grant date was $16.13. As of June 27, 2010, there was approximately $0.2 million of total unrecognized compensation costs related to this issuance of restricted stock. Unrecognized compensation costs are expected to be recognized ratably over a period of approximately four years. No other shares of restricted stock are currently issued as awards under the 1994 Plan.

 

Note 5. Fair Value of Financial Instruments

 

The Company complies with the FASB standard regarding fair value measurement and disclosure requirements for assets and liabilities carried at fair value.  Accordingly, assets and liabilities carried at fair value are classified and disclosed in one of the following three categories:

 

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

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

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

 

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

 

 

 

Balance at
June 27, 2010

 

Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)

 

Significant
Other
Observable
Inputs
(Level 2)

 

Significant
Unobservable
Inputs
(Level 3)

 

 

 

 

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

 

 

 

Interest rate swap agreement, net of tax

 

$

80,100

 

$

 

$

80,100

 

$

 

Total liabilities at fair value

 

$

80,100

 

$

 

$

80,100

 

$

 

 

On October 1, 2005, the Company entered into a receive variable/pay fixed interest rate swap on a total notional amount of $4.2 million with Wachovia Bank, National Association to avoid the risks associated with fluctuating interest rates on the Company’s existing term loan, which bears interest at a floating rate of LIBOR plus 1.75%, and to eliminate the variability in the cash outflow for interest payments. The interest rate swap agreement locks the interest rate for the outstanding principal balance of the loan at 6.38% through June 30, 2011. The Company anticipates retaining at least some portion of the interest rate swap agreement whose notional amount outstanding amortizes down over the period of the interest rate swap at a rate which matches the Company’s debt principle payments throughout the period of the term loan. As such, no amount of the loss on the agreement, currently recorded in other comprehensive income (loss), has been, or is anticipated to be reclassified into earnings. There was no payment due or received at inception of the swap. No hedge ineffectiveness will be recognized as the interest rate swap’s provisions match the applicable provisions of the term bank loan. This cash flow hedge qualified for hedge accounting using the short-cut method since the swap terms match the critical terms of the hedged debt. The Company’s fair value of its interest rate swap is derived from valuation models commonly used for derivatives. Valuation models require a variety of inputs, including contractual terms, market fixed prices, inputs from forward price yield curves, notional quantities, measures of volatility and correlations of such inputs. The Company’s derivatives trade in liquid markets, and as such, model inputs can generally be verified and do not involve significant management judgment.

 

The carrying amounts of cash and cash equivalents, trade accounts receivable, product inventory, trade accounts payable, accrued expenses and other current liabilities approximate their fair values as of June 27, 2010 and March 28, 2010 due to their short term nature.

 

8



Table of Contents

 

Fair value of long-term debt, calculated using current interest rates and future principal payments, as of June 27, 2010 and March 28, 2010 is estimated as follows:

 

 

 

June 27, 2010

 

March 28, 2010

 

 

 

Carrying
Amount

 

Fair
Value

 

Carrying
Amount

 

Fair
Value

 

Note payable to a Bank

 

$

3,168,800

 

$

3,082,700

 

$

3,225,000

 

$

3,121,000

 

Note payable to the Maryland Economic Development Corporation

 

$

182,700

 

$

178,400

 

$

253,900

 

$

248,100

 

Note payable to Baltimore County

 

$

223,300

 

$

196,523

 

$

229,100

 

$

201,900

 

 

Note 6. Earnings Per Share

 

Effective March 30, 2009, the Company complied with the FASB standard regarding the accounting for participating securities. The standard requires the Company to use the two-class method to calculate earnings per share. Under the two-class method, earnings per common share are computed by dividing the sum of the distributed earnings to common shareholders and undistributed earnings allocated to common shareholders by the weighted average number of common shares outstanding for the period. In applying the two-class method, undistributed earnings are allocated to both common shares and participating securities based on the weighted average shares outstanding during the period.

 

The following table presents the calculation of basic and diluted earnings per common share:

 

 

 

Three Months Ended

 

Amounts in thousands, expect per share amounts

 

June 27, 2010

 

June 28, 2009

 

Earnings per share — Basic:

 

 

 

 

 

Net earnings

 

$

2,069

 

$

1,912

 

Less: Distributed and undistributed earnings allocated to nonvested stock

 

(36

)

(41

)

Earnings available to common shareholders — Basic

 

$

2,033

 

$

1,871

 

 

 

 

 

 

 

Weighted average common shares outstanding — Basic

 

7,587

 

7,166

 

 

 

 

 

 

 

Earnings per common share — Basic

 

$

0.27

 

$

0.26

 

 

 

 

 

 

 

Earnings per share — Diluted:

 

 

 

 

 

Net earnings

 

$

2,069

 

$

1,912

 

Less: Distributed and undistributed earnings allocated to nonvested stock

 

(35

)

(40

)

Earnings available to common shareholders — Diluted

 

$

2,034

 

$

1,872

 

 

 

 

 

 

 

Weighted average common shares outstanding — Basic

 

7,587

 

7,166

 

Effect of dilutive options

 

372

 

215

 

Weighted average common shares outstanding — Diluted

 

7,959

 

7,381

 

 

 

 

 

 

 

Earnings per common share — Diluted

 

$

0.26

 

$

0.25

 

 

 

 

 

 

 

Anti-dilutive equity awards not included above

 

 

67,500

 

 

Note 7. Business Segments

 

The Company evaluates revenue, gross profit and inventory in three business segments: (1) Network infrastructure products are used to build, repair and upgrade wireless telecommunications, computing and Internet networks. Products include base station antennas, cable and transmission lines, fixed and mobile broadband equipment, wireless local area

 

9



Table of Contents

 

network (WLAN) products, wireless networking, filtering systems, small towers, lightning protection devices, connectors, security and surveillance products, power systems and miscellaneous hardware. Our network infrastructure service offering includes connector installation, custom jumper assembly, filter product tuning, site kitting, logistics integration and wireless network training. (2) Mobile devices and accessory products include cellular phone and data device accessories such as replacement batteries, cases, speakers, mobile amplifiers, power supplies, headsets, mounts, car antennas, music accessories and data and memory cards as well as two-way radios and related accessories. Retail merchandising displays, promotional programs, customized order fulfillment services and affinity-marketing programs, including providing outsourced call centers and private label Internet sites, complement our mobile devices and accessory product offering. (3) Installation, test and maintenance products are used to install, tune, maintain and repair wireless communications equipment. Products include sophisticated analysis equipment and various frequency-, voltage- and power-measuring devices, as well as an assortment of tools, hardware, GPS, safety and replacement and component parts and supplies required by service technicians. Within the mobile devices and accessories line of business, the Company sells to both commercial and consumer markets. The network infrastructure and installation, test and maintenance lines of business sell primarily to commercial markets. The Company also regularly reviews its results of operations in three commercial customer categories and the consumer customer category, as described further below:

 

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

 

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

 

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

 

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

 

The Company measures segment performance based on segment gross profit. The segment operations develop their product offering, pricing and strategies, which are collaborative with one another and the centralized sales and marketing function. Therefore, the Company does not segregate assets, other than inventory, for internal reporting, evaluating performance or allocating capital. In addition, the Company has allocated all goodwill and indefinite lived intangible assets to the applicable segments (and reporting units within segments, where applicable) for purposes of its annual impairment tests. The Company’s goodwill at June 27, 2010 relates to acquisitions within its Network Infrastructure line of business. Product delivery revenue and certain cost of sales expenses have been allocated to each segment based on a percentage of revenues and/or gross profit, as applicable.

 

10



Table of Contents

 

Segment activity for the first quarter of fiscal years 2011 and 2010 is as follows:

 

(Amounts in thousands)

 

Network
Infrastructure

 

Mobile Devices
and Accessories

 

Installation, Test
and Maintenance

 

Total

 

Fiscal Quarter ended June 27, 2010

 

 

 

 

 

 

 

 

 

Commercial revenues:

 

 

 

 

 

 

 

 

 

Public carriers and network operators

 

$

17,603

 

$

483

 

$

3,624

 

$

21,710

 

Resellers

 

20,777

 

67,997

 

1,907

 

90,681

 

SMUs and governments

 

16,342

 

4,779

 

4,670

 

25,791

 

Total commercial revenues

 

54,722

 

73,259

 

10,201

 

138,182

 

Consumer revenues

 

 

3,771

 

 

3,771

 

Total revenues

 

$

54,722

 

$

77,030

 

$

10,201

 

$

141,953

 

 

 

 

 

 

 

 

 

 

 

Commercial gross profit:

 

 

 

 

 

 

 

 

 

Public carriers and network operators

 

$

3,963

 

$

134

 

$

801

 

$

4,898

 

Resellers

 

5,679

 

12,780

 

468

 

18,927

 

SMUs and governments

 

4,455

 

1,254

 

1,515

 

7,224

 

Total commercial gross profit

 

14,097

 

14,168

 

2,784

 

31,049

 

Consumer gross profit

 

 

1,301

 

 

1,301

 

Total gross profit

 

$

14,097

 

$

15,469

 

$

2,784

 

$

32,350

 

 

 

 

 

 

 

 

 

 

 

Selling, general and administrative expenses

 

 

 

 

 

 

 

28,912

 

Income from operations

 

 

 

 

 

 

 

3,438

 

Interest expense, net

 

 

 

 

 

 

 

78

 

Income before provision for income taxes

 

 

 

 

 

 

 

3,360

 

Provision for income taxes

 

 

 

 

 

 

 

1,291

 

Net income

 

 

 

 

 

 

 

$

2,069

 

 

 

 

 

 

 

 

 

 

 

Product inventory

 

$

26,914

 

$

23,049

 

$

2,927

 

$

52,890

 

 

 

 

 

 

 

 

 

 

 

Fiscal Quarter ended June 28, 2009

 

 

 

 

 

 

 

 

 

Commercial revenues:

 

 

 

 

 

 

 

 

 

Public carriers and network operators

 

$

10,550

 

$

467

 

$

2,716

 

$

13,733

 

Resellers

 

16,791

 

46,624

 

1,881

 

65,296

 

SMUs and governments

 

12,448

 

3,234

 

10,859

 

26,541

 

Total commercial revenues

 

39,789

 

50,325

 

15,456

 

105,570

 

Consumer revenues

 

 

3,231

 

 

3,231

 

Total revenues

 

$

39,789

 

$

53,556

 

$

15,456

 

$

108,801

 

 

 

 

 

 

 

 

 

 

 

Commercial gross profit:

 

 

 

 

 

 

 

 

 

Public carriers and network operators

 

$

2,679

 

$

122

 

$

676

 

$

3,477

 

Resellers

 

4,912

 

12,324

 

470

 

17,706

 

SMUs and governments

 

3,572

 

977

 

2,331

 

6,880

 

Total commercial gross profit

 

11,163

 

13,423

 

3,477

 

28,063

 

Consumer gross profit

 

 

953

 

 

953

 

Total gross profit

 

$

11,163

 

$

14,376

 

$

3,477

 

$

29,016

 

 

 

 

 

 

 

 

 

 

 

Selling, general and administrative expenses

 

 

 

 

 

 

 

25,762

 

Income from operations

 

 

 

 

 

 

 

3,254

 

Interest expense, net

 

 

 

 

 

 

 

109

 

Income before provision for income taxes

 

 

 

 

 

 

 

3,145

 

Provision for income taxes

 

 

 

 

 

 

 

1,233

 

Net income

 

 

 

 

 

 

 

$

1,912

 

 

 

 

 

 

 

 

 

 

 

Product inventory

 

$

19,470

 

$

17,157

 

$

4,302

 

$

40,929

 

 

11



Table of Contents

 

Note 8. Comprehensive Income

 

The components of total comprehensive income were as follows:

 

 

 

Three Months Ended

 

 

 

June 27, 2010

 

June 28, 2009

 

 

 

 

 

 

 

Net Income

 

$

2,069,500

 

$

1,912,100

 

Change in value of interest rate swap, net of tax

 

17,500

 

16,800

 

Total comprehensive income

 

$

2,087,000

 

$

1,928,900

 

 

Note 9. Borrowings Under Revolving Credit Facility

 

On April 28, 2010, the Company and its primary operating subsidiaries, as borrowers, executed and delivered a Fourth Modification Agreement (the “Fourth Amendment”), with SunTrust Bank and Wachovia Bank, National Association, amending the Credit Agreement for the Company’s existing unsecured revolving credit facility.  Pursuant to the Fourth Amendment, the amount of dividend payments allowed to be made by the Company under the Credit Facility was increased from $2.5 million to $5.0 million in any 12 month period, assuming continued compliance by the Company with the otherwise applicable terms of the Credit Agreement. Pursuant to the relevant documents, the financial covenants included in the Credit Agreement for the unsecured revolving credit facility are also applicable to the Company’s existing Term Loan with the same lenders. Accordingly, the Fourth Amendment also has the effect of amending the financial covenants applicable to the Term Loan.

 

Note 10. Stock Buyback

 

On April 28, 2003, the Company’s Board of Directors approved a stock buyback program. As of June 27, 2010, the Board of Directors had authorized the purchase of up to 3,593,350 shares of outstanding common stock under the stock buyback program. Shares may be purchased from time to time in the open market, by block purchase, or through negotiated transactions, or possibly other transactions managed by broker-dealers. No time limit has been set for completion or expiration of the program. As of June 27, 2010, the Company had purchased 3,502,887 shares under the stock buyback program for approximately $30.7 million, or an average of $8.76 per share. Of the total shares repurchased under the stock buyback program, no shares were repurchased in the first three months of fiscal year 2011. As of June 27, 2010, 90,463 shares remained available for repurchase under this program.

 

In addition to the shares repurchased in the stock buyback program discussed immediately above, on July 1, 2008 the Company repurchased all 705,000 shares of its common stock then held by Brightpoint, Inc. (“Brightpoint”) in a privately negotiated transaction. Pursuant to an agreement entered into between the Company and Brightpoint, the Company purchased Brightpoint’s share holdings, comprising approximately 9% of the Company’s total then outstanding common stock, for $9.09 per share, or a total of $6,410,800. The price per share was determined based on the seven trading day trailing average closing price of the Company’s common stock on the NASDAQ Global Market determined as of the close of trading on June 30, 2008. The purchase price per share approximated the price of the Company’s common stock on the transaction date. The purchase was funded through available cash and borrowings under the Company’s unsecured revolving line of credit facility. This transaction was not made under, nor does it affect the number of shares available for repurchase under, the Company’s stock buyback program discussed above.

 

The Company also withholds shares from its employees and directors, at their request, equal to the minimum federal and state tax withholdings related to vested performance stock units, stock option exercises and restricted stock awards. For the three months ended June 27, 2010 and June 28, 2009 the allocated value of the shares withheld totaled $1,200,400 and $101,800, respectively.

 

Note 11. Customer Concentration

 

The Company’s future results could be negatively impacted by the loss of certain customer and/or vendor relationships. For the fiscal quarters ended June 27, 2010 and June 28, 2009, sales of products to the Company’s top customer relationship, AT&T Mobility, accounted for 25% and 22% of total revenues, respectively.

 

12



Table of Contents

 

Note 12. Subsequent Events

 

On July 21, 2010, the Company declared a quarterly cash dividend of ten cents ($0.10) per share of common stock, par value $0.01 per share, of the Company, payable on August 25, 2010, to shareholders of record as of August 11, 2010. Any future declaration of dividends and the establishment of any corresponding record and payment dates remains subject to further determination from time to time by the Board of Directors.

 

13



Table of Contents

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

This commentary should be read in conjunction with the Management’s Discussion and Analysis of Financial Condition and Results of Operations from the Company’s Annual Report on Form 10-K for the fiscal year ended March 28, 2010.

 

Business Overview and Environment

 

TESSCO Technologies Incorporated (TESSCO, we, or the Company) architects better product and value chain solutions, at lower costs, to support the construction, operation and use of mobility and data wireless systems. Although we sell products to customers in many countries, approximately 98% of our sales are made to customers in the United States. We have operations and office facilities in Hunt Valley, Maryland, Reno, Nevada and San Antonio, Texas.

 

Our first quarter revenues increased by 30.5% compared to the first quarter of last year. This increase was driven by growth in our network infrastructure and mobile devices and accessories commercial lines of business, partially offset by a decline in our installation, test and maintenance commercial line of business. Gross profits also increased in our network infrastructure and mobile devices and accessories commercial lines of business, and were partially offset by a decline in our installation, test and maintenance commercial line of business. This overall increase in gross profit, partially offset by an increase in operating expenses to support our growth initiatives and increased order volume, resulted in a 8.2% increase in net income and a 4.0% increase in diluted earnings per share over the prior-year quarter.

 

The current global financial crisis — which has included, among other things, significant reductions in available capital and liquidity from banks and other providers of credit, substantial reductions and/or fluctuations in equity and currency values worldwide, significant decreases in consumer confidence and consumer and business spending, rising unemployment and concerns that the worldwide economy may experience a prolonged recessionary period — may materially adversely affect our customers’ access to capital or willingness to spend capital on our products, and/or their levels of cash liquidity with which to pay for our products. Our strong first quarter revenue growth was driven by a 5% growth in the average number of monthly buying customers and a 25% increase in the average dollars purchased for each buying customer compared to the same period of fiscal year 2010. Accordingly, while we believe that the economy continues to show signs of improvement, but we also believe that our customers are continuing to experience difficultly in the current economic environment. In addition, the current global financial crisis may materially adversely affect our suppliers’ access to capital and liquidity, which may in turn adversely impact their ability to maintain inventories, production levels, and/or product quality, or cause them to raise prices or lower production levels, or result in their ceasing operation. The impact of the crisis on our liquidity is further discussed below under the heading “Liquidity and Capital Resources.”

 

The wireless communications distribution industry is competitive and fragmented, and is comprised of several national distributors. In addition, many manufacturers sell direct. Barriers to entry for distributors are relatively low, particularly in the mobile devices and accessories market, and the risk of new competitors entering the market is high. Consolidation of larger wireless carriers has and will most likely continue to impact our current and potential customer base. In addition, the agreements or arrangements with our customers or vendors looking to us for product and supply chain solutions are typically of limited duration and are terminable by either party upon several months, or otherwise short notice. Our ability to maintain these relationships is subject to competitive pressures and challenges. The nature of our business is that, from time to time, we experience the loss and changes in the business habits of significant customer and vendor relationships and may continue to do so in the future. We believe, however, that our strength in service, the breadth and depth of our product offering, our information technology system, and our large customer base and purchasing relationships with approximately 420 manufacturers, provide us with a significant competitive advantage over new entrants to the market.

 

15



Table of Contents

 

Results of Operations

 

The following table summarizes the unaudited results of our operations for the fiscal quarters ended June 27, 2010 and June 28, 2009:

 

 

 

Three Months Ended

 

(Amounts in thousands, except per share data)

 

June 27, 2010

 

June 28, 2009

 

$ Change

 

% Change

 

Commercial Revenues

 

 

 

 

 

 

 

 

 

Network Infrastructure:

 

 

 

 

 

 

 

 

 

Public Carriers and Network Operators

 

$

17,603

 

$

10,550

 

$

7,053

 

66.9

%

Resellers

 

20,777

 

16,791

 

3,986

 

23.7

%

SMUs and Governments

 

16,342

 

12,448

 

3,894

 

31.3

%

Total Network Infrastructure

 

54,722

 

39,789

 

14,933

 

37.5

%

Mobile Devices and Accessories:

 

 

 

 

 

 

 

 

 

Public Carriers and Network Operators

 

483

 

467

 

16

 

3.4

%

Resellers

 

67,997

 

46,624

 

21,373

 

45.8

%

SMUs and Governments

 

4,779

 

3,234

 

1,545

 

47.8

%

Total Mobile Devices and Accessories

 

73,259

 

50,325

 

22,934

 

45.6

%

Installation, Test and Maintenance:

 

 

 

 

 

 

 

 

 

Public Carriers and Network Operators

 

3,624

 

2,716

 

908

 

33.4

%

Resellers

 

1,907

 

1,881

 

26

 

1.4

%

SMUs and Governments

 

4,670

 

10,859

 

(6,189

)

(57.0

)%

Total Installation, Test and Maintenance

 

10,201

 

15,456

 

(5,255

)

(34.0

)%

Total Commercial Revenues

 

138,182

 

105,570

 

32,612

 

30.9

%

Consumer Revenues - Mobile Devices and Accessories

 

3,771

 

3,231

 

540

 

16.7

%

Total Revenues

 

$

141,953

 

$

108,801

 

$

33,152

 

30.5

%

 

 

 

 

 

 

 

 

 

 

Commercial Gross Profit

 

 

 

 

 

 

 

 

 

Network Infrastructure:

 

 

 

 

 

 

 

 

 

Public Carriers and Network Operators

 

$

3,963

 

$

2,679

 

$

1,284

 

47.9

%

Resellers

 

5,679

 

4,912

 

767

 

15.6

%

SMUs and Governments

 

4,455

 

3,572

 

883

 

24.7

%

Total Network Infrastructure

 

14,097

 

11,163

 

2,934

 

26.3

%

Mobile Devices and Accessories:

 

 

 

 

 

 

 

 

 

Public Carriers and Network Operators

 

134

 

122

 

12

 

9.8

%

Resellers

 

12,780

 

12,324

 

456

 

3.7

%

SMUs and Governments

 

1,254

 

977

 

277

 

28.4

%

Total Mobile Devices and Accessories

 

14,168

 

13,423

 

745

 

5.6

%

Installation, Test and Maintenance:

 

 

 

 

 

 

 

 

 

Public Carriers and Network Operators

 

801

 

676

 

125

 

18.5

%

Resellers

 

468

 

470

 

(2

)

(0.4

)%

SMUs and Governments

 

1,515

 

2,331

 

(816

)

(35.0

)%

Total Installation, Test and Maintenance

 

2,784

 

3,477

 

(693

)

(19.9

)%

Total Commercial Gross Profit

 

31,049

 

28,063

 

2,986

 

10.6

%

Consumer Gross Profit - Mobile Devices and Accessories

 

1,301

 

953

 

348

 

36.5

%

Total Gross Profit

 

32,350

 

29,016

 

3,334

 

11.5

%

 

 

 

 

 

 

 

 

 

 

Selling, general and administrative expenses

 

28,912

 

25,762

 

3,150

 

12.2

%

Income from operations

 

3,438

 

3,254

 

184

 

5.7

%

Interest expense, net

 

78

 

109

 

(31

)

(28.4

)%

Income before provision for income taxes

 

3,360

 

3,145

 

215

 

6.8

%

Provision for income taxes

 

1,291

 

1,233

 

58

 

4.7

%

Net income

 

$

2,069

 

$

1,912

 

$

157

 

8.2

%

Diluted earnings per share

 

$

0.26

 

$

0.25

 

$

0.01

 

4.0

%

 

16



Table of Contents

 

First Quarter of Fiscal Year 2011 Compared with First Quarter of Fiscal Year 2010

 

Revenues. Revenues for the first quarter of fiscal year 2011 increased 30.5% as compared with the first quarter of fiscal year 2010, primarily due to a 30.9% increase in commercial revenues, and to a much lesser extent, a 16.7% increase in consumer revenues. Sales increased in our network infrastructure and mobile devices and accessories lines of business, but were partially offset by decreased sales in our installation, test and maintenance line of business.

 

Network infrastructure sales increased 37.5% as compared with the first quarter of fiscal year 2010, as a result of higher sales of radio frequency propagation and site support products across all of our market categories. Sales of broadband products increased to resellers and self-maintained users, partially offset by decreased sales to public carriers and network operators.

 

Sales in the mobile devices and accessories line of business increased 43.8% in the first quarter of fiscal year 2011, as compared with the same period last year. The increase was due to a 45.6% increase in commercial sales, and to a much lesser extent, a 16.7% increase in consumer sales. The increase in commercial revenues for mobile devices and accessories, which are sold primarily to resellers, was primarily due to increased sales to a large national tier-one carrier, AT&T Mobility, as well as smaller resellers and users. Sales of mobile devices and accessories to public carriers and network operators and SMUs and governments also increased.

 

Revenues from our installation, test and maintenance line of business decreased 34.0% from the corresponding prior-year quarter, primarily due to a decline in sales of repair parts related to our major repair components relationship with Nokia. Sales of test equipment products decreased to self-maintained users, but were partially offset by increased sales to public carriers and network operators and resellers. Sales of tools and supply products increased across all of our market categories. As discussed in prior reports, as a result of the evolution of our relationship with Nokia, sales of Nokia product pursuant to this relationship have become less material to our consolidated financial statements. Nokia has notified us of their intent to terminate our arrangement effective approximately September 30, 2010. Accordingly, revenues and gross profits from this relationship will cease on that date. During the first quarter of fiscal year 2011, revenues from the Nokia relationship represented less than 1% of total consolidated revenues.

 

Gross Profit. Gross profit for the first quarter of fiscal year 2011 increased 11.5% as compared with the first quarter of fiscal year 2010. Total commercial gross profit increased 10.6%, while consumer gross profit increased 36.5%. Gross profit margin decreased to 22.8% in the first quarter of fiscal year 2011 as compared to 26.7% the first quarter of fiscal year 2010. Gross profit margin in our network infrastructure segment decreased from 28.1% in the first quarter of fiscal year 2010 to 25.8% in the first quarter of fiscal year 2011. This decrease in gross profit margin was a largely a result of lower margin sales of products related to larger carrier builds during this quarter as compared with last year’s first quarter. Gross profit margin in our mobile devices and accessories segment decreased to 20.1% in the first quarter of this fiscal year from 26.8% in the first quarter of last fiscal year. This decrease was primarily attributable to the commercial gross profit margin in our mobile devices and accessories line of business, which decreased to 19.3% in the first quarter of fiscal year 2011 from 26.7% for the first quarter of fiscal year 2010, principally due to product mix and a significant increase in sales to a large tier-one carrier, AT&T Mobility. Consumer gross profit margin in our mobile devices and accessories line of business increased to 34.5% in the first quarter of this fiscal year from 29.5% for the first quarter of last fiscal year. Gross profit margin in our installation, test and maintenance line of business increased from 22.5% in the first quarter of fiscal year 2010 to 27.3% in the first quarter of fiscal year 2011, primarily due to the large reduction in our Nokia relationship discussed above. Generally, our gross margins by product within these segments have been sustained, except as noted above, and these variations are related to sales mix within the segment product offerings. We account for inventory at the lower of cost or market, and as a result, write-offs/write-downs occur due to damage, deterioration, obsolescence, changes in prices and other causes.

 

Our ongoing ability to earn revenues and gross profits from customers and vendors looking to us for product and supply chain solutions is dependent upon a number of factors. The terms, and accordingly the factors, applicable to each relationship often differ. Among these factors are the strength of the customer’s or vendor’s business, the supply and demand for the product or service, including price stability, changing customer or vendor requirements, and our ability to support the customer or vendor and to continually demonstrate that we can improve the way they do business. In addition, the agreements or arrangements on which our customer and vendor relationships are based are typically of limited duration, typically do not include any obligation in respect of any specific product purchase or sale and are terminable by

 

17



Table of Contents

 

either party upon several months or otherwise relatively short notice. The nature of our business is that, from time to time, we experience the loss and changes in the business habits of significant customer and vendor relationships and may continue to do so in the future. Our customer relationships could also be affected by wireless carrier consolidation or the global financial crisis.

 

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

 

Selling, General and Administrative Expenses. Total selling, general and administrative expenses increased by 12.2% in the first quarter of fiscal year 2011 as compared with the first quarter of fiscal year 2010. Selling, general and administrative expenses as a percentage of revenues decreased to 20.4% in the first quarter of fiscal year 2011 from 23.7% in the first quarter of fiscal year 2010 primarily as a result of a significant increase in revenues partially offset by increased selling, general and administrative expenses. The largest factors contributing to the increase in total selling, general and administrative expenses were increased compensation and freight expenses during the first quarter of fiscal year 2011.

 

Compensation costs primarily increased due to increased business generation and fulfillment activities as compared to last year’s first quarter as well as increased variable sales compensation based on increased gross profit. Total compensation costs, including benefits and bonus expense, increased approximately $2.2 million, or 15.0%, in the first quarter of fiscal year 2011 as compared to the first quarter of fiscal year 2010.

 

Freight expense increased by approximately $635,000, or 20.4%, due to higher sales and increased packages shipped in the first quarter of fiscal year 2011 as compared to fiscal year 2010.

 

We continually evaluate the credit worthiness of our existing customer receivable portfolio and provide an appropriate reserve based on this evaluation. We also evaluate the credit worthiness of prospective and current customers and make decisions regarding extension of credit terms to such customers based on this evaluation. Accordingly, we recorded a provision for bad debts of $194,300 and $556,000 for the first quarter ended June 27, 2010 and June 28, 2009, respectively. During the first quarter of fiscal year 2010, bad debt expense was higher due to additional reserves needed largely related to the downturn in the economy.

 

Interest Expense, Net. Net interest expense decreased from $109,300 in the first quarter of fiscal year 2010 to $77,800 in the first quarter of fiscal year 2011, primarily due to decreased average borrowings on our revolving line of credit facility.

 

Income Taxes, Net Income and Diluted Earnings per Share. The effective tax rate in the first quarter of fiscal year 2011 was 38.4% as compared with 39.2% in the first quarter of fiscal year 2010. The decrease in the tax rate is primarily attributable to changes in our state tax effective rate. As a result of the factors discussed above, net income for the first quarter of fiscal year 2011 increased 8.2% and diluted earnings per share increased 4.0% compared to the corresponding prior-year quarter.

 

Liquidity and Capital Resources

 

 

 

Three Months Ended

 

 

 

June 27, 2010

 

June 28, 2009

 

Cash flows (used in) provided by operating activities

 

$

(402,300

)

$

6,641,500

 

Cash flows used in investing activities

 

(1,204,700

)

(2,674,000

)

Cash flows used in financing activities

 

(1,339,600

)

(167,000

)

Net (decrease) increase in cash and cash equivalents

 

$

(2,946,600

)

$

3,800,500

 

 

We used $402,300 of net cash in operating activities in the first three months of fiscal year 2011 compared with an inflow of $6.6 million in the first three months of fiscal year 2010. In the first three months of fiscal year 2011, our cash used in operating activities was primarily driven by a significant increase in trade accounts receivable and inventory, as well as a decrease in payro1l, benefits and tax accruals, partially offset by net income, net of depreciation and amortization and non-cash stock compensation expense, as well as by a significant increase in accounts payable. The increase in trade accounts receivable is primarily due to the timing of sales and collections. The increased inventory levels are to improve our inventory availability for our customers, especially in the public carrier and network operator market. The decrease in

 

18



Table of Contents

 

payroll, benefits and tax accruals is primarily due to the payment of fiscal year 2010 bonus accruals in the first three months of fiscal year 2011.The increase in accounts payable is largely due to the timing and credit terms of inventory receipts.

 

Capital expenditures of $1.2 million in the first three months of fiscal year 2011 were up from expenditures of $0.3 million in the first three months of fiscal year 2010. In both periods, capital expenditures primarily consisted of investments in information technology.

 

Additional earn-out payments on acquired businesses relate to our 2006 acquisition of TerraWave Solutions, Ltd. and its commonly owed affiliate GigaWave Technologies, Ltd. A final earn-out payment of $2.9 million was made during the second quarter of fiscal year 2011.

 

Net cash used in financing activities was $1.3 million in the first three months of fiscal year 2011 compared with a net cash outflow from financing activities of $0.2 million for the first three months of fiscal year 2010. For the first three months of fiscal year 2011, our cash outflow from financing activities was primarily due to repurchases of stock from employees and directors for minimum tax withholdings related to equity compensation as well as cash dividends paid to shareholders, partially offset by the excess tax benefit from stock-based compensation. For the first three months of fiscal year 2010, our cash outflow from financing activities was primarily due to an excess tax loss from stock-based compensation as well as treasury stock transactions with employees and directors for minimum tax withholdings related to equity compensation, partially offset by borrowings on our Baltimore County Economic Development Revolving Loan Fund. During the first three months of fiscal years 2011 and 2010, we did not repurchase any shares of our outstanding common stock pursuant to our stock buyback program. From the beginning of our stock buyback program (the first quarter of fiscal year 2004), through the end of the first quarter of fiscal year 2011, a total of 3,502,887 shares have been purchased under this program for approximately $30.7 million, or an average price of $8.76 per share. The Board of Directors has authorized the purchase of up to 3,593,350 shares in the aggregate pursuant to this program, and therefore, 90,463 shares remained available to be purchased as of the end of the first quarter of fiscal year 2011. We expect to fund future purchases, if any, from working capital and/or our revolving credit facility. No timetable has been set for the completion or expiration of this program. On July 1, 2008, separate from, and in addition to, our stock buyback program, we repurchased all 705,000 shares of our common stock then held by Brightpoint, Inc. (“Brightpoint”) in a privately negotiated transaction for a cost of approximately $6.4 million. See Note 10 to the unaudited consolidated financial statements for additional discussion of the Brightpoint transaction.

 

We are party to an unsecured revolving credit facility with SunTrust Bank and Wachovia Bank, National Association, with interest payable monthly at the LIBOR rate plus an applicable margin. Borrowing availability under this facility is determined in accordance with a borrowing base and the applicable credit agreement includes financial covenants, including a minimum tangible net worth, minimum cash flow coverage of debt service, and a maximum funded debt to EBITDA ratio. These financial covenants also apply to the separate but related term loan secured by our Hunt Valley, Maryland facility discussed above. The terms applicable to our revolving credit facility and term loan also limit our ability to engage in certain transactions or activities, including (but not limited to) investments and acquisitions, sales of assets, payment of dividends, issuance of additional debt and other matters. As of June 27, 2010, we had a zero balance outstanding on our $35.0 million revolving credit facility; therefore, we had $35.0 million available on our revolving line of credit facility subject to the limitations imposed by the borrowing base and our continued compliance with the other applicable terms, including the covenants discussed above.

 

This revolving credit facility has been amended several times since its inception and now allows us to repurchase up to $25.0 million of our common stock (measured forward to the present date from the date of inception of the Credit Agreement, May 31, 2007) and allows for the payment of up to $5.0 million of dividends in any 12 month period. The financial covenants associated with this credit facility and the related term loan have also been modified. See Note 9 to the unaudited consolidated financial statements for additional information regarding this credit facility. As of June 27, 2010, we had repurchased an aggregate of $13.7 million of common stock since May 31, 2007, leaving $11.3 million available for future repurchases, without the consent of our lenders or a further amendment to the terms of the facility.

 

Pursuant to the relevant documents, the financial covenants included in the Credit Agreement for the unsecured revolving credit facility are also applicable to our existing Term Loan with the same lenders, having an original principal amount of $5.5 million and secured by our Hunt Valley, Maryland facility. Accordingly,

 

19



Table of Contents

 

these financial covenant modifications also have the effect of amending the financial covenants applicable to the Term Loan. At June 27, 2010, the principal balance of this term loan was $3.2 million.

 

On March 31, 2009, we entered into a term loan with the Baltimore County Economic Development Revolving Loan Fund for an aggregate principal amount of $250,000. The term loan is payable in equal monthly installments of principal and interest of $2,300, with the balance due at maturity on April 1, 2019. The term loan bears interest at 2.00% per annum and is secured by a subordinate position on our Hunt Valley, Maryland facility. At June 27, 2010, the principal balance of this term loan was approximately $223,300.

 

We are also party to an existing note payable outstanding to the Maryland Economic Development Corporation, which is payable in equal quarterly installments of principal and interest of $37,400, with the balance due at maturity on October 10, 2011. The note bears interest at 3.00% per annum and is secured by a subordinate position on Company-owned real property location in Hunt Valley, Maryland. At June 27, 2010, the principal balance of this note was approximately $182,700.

 

On July 28, 2009, we announced that our Board of Directors determined to commence a dividend program and declared an initial quarterly cash dividend of $0.067 per share of common stock, par value $0.01 per share, of the Company. Cash dividends were paid in the same per share amount on August 26, 2009, November 25, 2009 and March 1, 2010. On June 2, 2010, we paid cash dividends of ten cents ($0.10) per share of common stock, par value $0.01 per share, of the Company. On July 22, 2010, we announced a cash dividend of the same amount, ten cents ($0.10) per share of common stock, par value $0.01 per share, of the Company, payable on August 25, 2010 to shareholders of record as of August 11, 2010. Any future declaration of dividends and the establishment of any corresponding record and payment dates remains subject to further determination from time to time by the Board of Directors.

 

We believe that our existing cash, payments from customers, and availability under our revolving credit facility will be sufficient to support our operations for at least the next twelve months. To minimize interest expense, our policy is to use excess available cash to pay down any balance on our revolving credit facility. We expect to meet short-term and long-term liquidity needs through operating cash flow, supplemented by our revolving credit facility. In doing so, the balance on our revolving credit facility could increase depending on our working capital and other cash needs. If we were to undertake an acquisition or other major capital purchases that require funds in excess of existing sources of liquidity, we would look to sources of funding from additional credit facilities, debt and/or equity issuances. There can be no assurances that such additional future sources of funding would be available on terms acceptable to us, if at all. As of June 27, 2010, we do not have any material capital expenditure commitments.

 

In addition, our liquidity could be negatively impacted by decreasing revenues and profits resulting from a decrease in demand for our products or a reduction in capital expenditures by our customers, or by the weakened financial conditions of our customers or suppliers, in each case as a result of the downturn in the global economy, among other facts.

 

Recent Accounting Pronouncements

 

In January 2010, the FASB issued updated accounting guidance related to fair value measurements and disclosures which requires a number of additional disclosures regarding fair value measurements, including the amount of transfers between Levels 1 and 2 of the fair value hierarchy, the reasons for transfers in or out of Level 3 of the fair value hierarchy and activity for recurring Level 3 measures. In addition, the amendment clarifies certain existing disclosure requirements related to the level at which fair value disclosures should be disaggregated and the requirement to provide disclosures about the valuation techniques and inputs used in determining the fair value of assets or liabilities classified as Levels 2 or 3. The standard is effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances and settlements in the roll forward of activity in Level 3 fair value measurements, which is effective for fiscal years beginning after December 15, 2010 with early adoption permitted. The adoption of the standard update did not have a material impact on our consolidated financial statements.

 

Critical Accounting Policies and Estimates

 

Our discussion and analysis of our financial condition and results of operations are based on our unaudited consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United

 

20



Table of Contents

 

States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amount of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities. Actual results may differ from these estimates under different assumptions or conditions.

 

For a detailed discussion on our critical accounting policies, please refer to our Annual Report on Form 10-K for the fiscal year ended March 28, 2010.

 

Off-Balance Sheet Arrangements

 

We have no material off-balance sheet arrangements.

 

Forward-Looking Statements

 

This Report may contain forward-looking statements. These forward-looking statements may generally be identified by the use of the words “may,” “will,” “expects,” “anticipates,” “believes,” “estimates,” and similar expressions, but the absence of these words or phrases does not necessarily mean that a statement is not forward looking. Forward looking statements involve a number of risks and uncertainties. Our actual results may differ materially from those described in or contemplated by any such forward-looking statement for a variety of reasons, including those risks identified in our most recent Annual Report on Form 10-K and other periodic reports filed with the Securities and Exchange Commission, under the heading “Risk Factors” and otherwise. Consequently, the reader is cautioned to consider all forward-looking statements in light of the risks to which they are subject.

 

We are not able to identify or control all circumstances that could occur in the future that may adversely affect our business and operating results. Without limiting the risks that we describe in our periodic reports and elsewhere, among the risks that could lead to a materially adverse impact on our business or operating results are the following: termination or non-renewal of limited duration agreements or arrangements with our vendors and affinity partners which are typically terminable by either party upon several months or otherwise relatively short notice; loss of significant customers or relationships, including affinity relationships; loss of customers either directly or indirectly as a result of consolidation among large wireless service carriers and others within the wireless communications industry; the strength of our customers’, vendors’ and affinity partners’ businesses; increasingly negative or prolonged adverse economic conditions, including those adversely affecting consumer confidence or consumer or business spending, or otherwise adversely affecting our vendors or customers, including their access to capital or liquidity or our customers’ demand for or ability to fund or pay for the purchase of our products and services; our dependence on a relatively small number of suppliers and vendors, which could hamper our ability to maintain appropriate inventory levels and meet customer demand; failure of our information technology system or distribution system; technology changes in the wireless communications industry, which could lead to significant inventory obsolescence and/or our inability to offer key products that our customers demand; third-party freight carrier interruption; increased competition from competitors, including manufacturers or national and regional distributors of the products we sell and the absence of significant barriers to entry which could result in pricing and other pressures on profitability and market share; our inability to access capital and obtain or retain financing as and when needed; transitional and other risks associated with acquisitions of companies that we may undertake in an effort to expand our business; the possibility that, for unforeseen reasons, we may be delayed in entering into or performing, or may fail to enter into or perform, anticipated contracts or may otherwise be delayed in realizing or fail to realize anticipated revenues or anticipated savings; our inability to protect certain intellectual property, including systems and technologies on which we rely; and our inability to hire or retain for any reason our key professionals, management and staff.

 

Available Information

 

Our Internet Website address is: www.tessco.com. We make available free of charge through our Website, our Annual Report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13 or 15(d) of the Exchange Act as soon as reasonably practicable after such documents are electronically filed with, or furnished to, the Securities and Exchange Commission. Also available on our Website is our Code of Business Conduct and Ethics.

 

21



Table of Contents

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

 

Not Applicable.

 

Item 4. Controls and Procedures.

 

The Company’s management, with the participation of the Chief Executive Officer (CEO) and Chief Financial Officer (CFO), has evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (Exchange Act)) as of the end of the period covered by this quarterly report. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Based on the evaluation of these controls and procedures required by Rules 13a-15(b) or 15d-15(b) of the Exchange Act, the Company’s management, including the CEO and CFO, have concluded that, as of the end of the period covered by this quarterly report, the Company’s disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and to provide reasonable assurance that such information is accumulated and communicated to the Company’s management, including the Company’s CEO and CFO, as appropriate to allow timely decisions regarding required disclosure. During the period covered by this quarterly report, there have been no changes to the Company’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

PART II. OTHER INFORMATION

 

Item 1. Legal Proceedings.

 

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

 

Item 1A. Risk Factors.

 

There have been no material changes from the risk factors as previously disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended March 28, 2010. Nevertheless, information that we have disclosed or will disclose from time to time in our public filings (including this Quarterly Report on Form 10-Q and other periodic reports filed under the Exchange Act) may provide additional data or information relative to our previously disclosed risk factors.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

 

Period (1)

 

Total
Number of
Shares
Purchased (3)

 

Average
Price
Paid per
Share

 

Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
or Programs

 

Maximum Number
of Shares that May
Yet Be Purchased
Under the Plans or
Programs (2)

 

March 29, 2010 through April 25, 2010

 

78,524

 

$

15.29

 

 

90,463

 

April 26, 2010 through May 30, 2010

 

 

N/A

 

 

90,463

 

May 31, 2010 through June 27, 2010

 

 

N/A

 

 

90,463

 

Total

 

78,524

 

$

15.29

 

 

90,463

 

 


(1)          Periods indicated are fiscal accounting months for the first quarter of fiscal year 2011.

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

(3)          To the extent not also reflected under the column headed “Total number of shares purchased as part of publicly announced plans and programs,” total number of shares purchased represents shares either withheld from or delivered to the Company by employees or directors upon stock option exercises or in connection with PSU and restricted stock awards, in order to pay related minimum tax liabilities.

 

22



Table of Contents

 

On April 28, 2003, our Board of Directors announced a stock buyback program. As of June 27, 2010, the Board of Directors has authorized the purchase of up to 3,593,350 shares of outstanding common stock under the stock buyback program. During the first quarter of fiscal year 2011, the Company did not repurchase any shares of its common stock pursuant to this program. As of June 27, 2010, we had purchased an aggregate of 3,502,887 shares of our outstanding common stock pursuant to this program for approximately $30.7 million, or an average price of $8.76 per share. Accordingly, as of June 27, 2010, 90,463 shares remained available for repurchase under this program. Shares may be purchased from time to time under this program in the open market, by block purchase, or through negotiated transactions, or possibly other transactions managed by broker-dealers. No timetable has been set for completion or expiration of the program. On July 1, 2008, separate from, and in addition to, the stock buyback program, we repurchased all 705,000 shares of our common stock then held by Brightpoint, Inc. (“Brightpoint”) in a privately negotiated transaction. See Note 10 to the unaudited consolidated financial statements for additional discussion of the Brightpoint transaction. Our revolving credit facility and term loan with SunTrust Bank and Wachovia Bank, National Association, limit to $25 million the aggregate dollar value of shares that may be repurchased from May 31, 2007 forward. As of June 27, 2010, we had the ability to purchase approximately $11.3 million in additional shares of common stock without violating this covenant.

 

On April 28, 2010, the Company and its primary operating subsidiaries, as borrowers, executed and delivered a Fourth Modification Agreement (the “Fourth Amendment”), with SunTrust Bank and Wachovia Bank, National Association, amending the Credit Agreement for the Company’s existing unsecured revolving credit facility.  Pursuant to the Fourth Amendment, the amount of dividend payments allowed to be made by the Company under the Credit Facility was increased from $2.5 million to $5.0 million in any 12 month period, assuming continued compliance by the Company with the otherwise applicable terms of the Credit Agreement.

 

Item 3. Defaults Upon Senior Securities.

 

None.

 

Item 4. (Removed and Reserved)

 

Item 5. Other Information.

 

None.

 

Item 6. Exhibits.

 

(A)            EXHIBITS:

 

3.1

 

Certificate of Elimination of Series A Junior Participating Preferred Stock of the Company, dated April 26, 2010. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 26, 2010)

3.2

 

Fourth Amended and Restated By-Laws of the Company. (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 26, 2010)

4.1

 

First Amendment to Rights Agreement, dated as of April 26, 2010, between the Company and Mellon Investor Services LLC, as rights agent. (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 26, 2010)

10.1

 

Fourth Modification Agreement, made effective April 28, 2010, to Credit Agreement dated as of May 31, 2007, by and among the Company and its primary operating subsidiaries as borrowers, and SunTrust Bank and Wachovia Bank, National Association, as lenders. (incorporated by reference to Exhibit 10.7.7 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on May 27, 2010)

31.1.1

 

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

31.2.1

 

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

32.1.1

 

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

32.2.1

 

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

 

23



Table of Contents

 

Signature

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

 

TESSCO TECHNOLOGIES INCORPORATED

 

 

 

 

 

 

Date: August 11, 2010

By:

/s/ David M. Young

 

David M. Young

 

Chief Financial Officer

 

(principal financial and accounting officer)

 

24