Consolidated Balance Sheets (Parenthetical) - $ / shares |
Mar. 26, 2023 |
Mar. 27, 2022 |
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| Shareholders' equity: | ||
| 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) | 9,296,810 | 9,013,449 |
| Common stock, outstanding (in shares) | 9,249,397 | 8,994,249 |
| Treasury stock (in shares) | 47,413 | 19,200 |
Organization |
12 Months Ended |
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Mar. 26, 2023 | |
| Organization | |
| Organization | Note 1. Organization TESSCO Technologies Incorporated, a Delaware corporation (“Tessco”, “we”, “our”, 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. On April 11, 2023, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), with Alliance USAcqCo 2, Inc., a Delaware corporation (“Parent”), and Alliance USAcqCo 2 Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”). Parent and Merger Sub are entities affiliated with Lee Equity Partners, LLC and Twin Point Capital LLC, which also own Alliance Corporation, a value-added distributor of equipment for the wireless industry, and GetWireless, LLC, a value-added distributor of cellular solutions that connect the Internet of Things (IoT). See Note 21, “Subsequent Events”, for further information. |
Summary of Significant Accounting Policies |
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Mar. 26, 2023 | |||||||||||||||||||||||||||||||||||||
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| Summary of Significant Accounting Policies | Note 2. Summary of Significant Accounting Policies Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. Intercompany accounts and transactions have been eliminated in consolidation. Fiscal Year The Company's fiscal year is the 52 or 53 weeks ending on the Sunday falling on or between March 26 and April 1 to allow the financial year to better reflect the Company's natural weekly accounting and business cycle. The fiscal years ended March 26, 2023, March 27, 2022 and March 28, 2021 each contained 52 weeks. Cash and Cash Equivalents Cash and cash equivalents include cash and highly liquid investments with an original maturity of 90 days or less. Allowance for Doubtful Accounts The Company uses estimates to determine the amount of the allowance for doubtful accounts necessary to reduce accounts receivable to their expected net realizable value. The Company estimates the amount of the required allowance by reviewing the status of past-due receivables and analyzing historical bad debt trends and current economic conditions. Actual collection experience has not varied significantly from estimates, due primarily to consistent credit policies, collection experience, as well as the Company’s stability as it relates to its current customer base. Typical payments from a large majority of commercial customers are due 30 days from the date of the invoice. The Company charges-off receivables deemed to be uncollectible to the allowance for doubtful accounts. Accounts receivable balances are not collateralized by our customers. At March 26, 2023 and March 27, 2022, the allowance for doubtful accounts related to customers in continuing operations was $3,340,300 and $1,057,800, respectively. Product Inventory Product inventory, consisting primarily of finished goods, is stated at the lower of cost or net realizable value, cost being determined on the first-in, first-out (“FIFO”) method and includes certain charges directly and indirectly incurred in bringing product inventories to the point of sale. Inventory is written down for estimated obsolescence equal to the difference between the carrying value of inventory and the estimated net realizable value, based upon specifically known inventory-related risks (such as technological obsolescence and the nature of supplier terms surrounding price protection and product returns), and assumptions about future demand. At March 26, 2023 and March 27, 2022, the Company had a reserve for excess and obsolete inventory of $5,692,700 and $4,567,700, respectively. The increase in the reserve is primarily related to an increase in excess inventory levels. Property and Equipment Property and equipment is stated at cost. Depreciation is recorded using the straight-line method over the estimated useful lives of the assets as follows:
Leasehold improvements are amortized over the shorter of their useful lives or the remaining lease term. Intangibles The Company capitalizes computer software costs incurred in connection with developing or obtaining computer software for internal use when both the preliminary project stage is completed and when management authorizes and commits to funding the project and it is probable that the project will be completed. Development and acquisition costs are capitalized when the focus of the software project is either to develop new software, to increase the life of existing software or to add significantly to the functionality of existing software. Capitalization ceases when the software project is substantially complete and ready for its intended use. Amortization is recorded using the straight-line method over the estimated useful life which ranges from to seven years. Impairment of Long-Lived Assets Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or group of assets may not be fully recoverable. These events or changes in circumstances may include a significant deterioration of operating results, changes in business plans, or changes in anticipated future cash flows. If an impairment indicator is present, the Company evaluates recoverability by a comparison of the carrying amount of the assets to future undiscounted net cash flows expected to be generated by the assets. Assets are grouped at the lowest level for which there are identifiable cash flows that are largely independent of the cash flows generated by other asset groups. If future undiscounted cash flows are less than the carrying value of the asset group, the Company calculates the fair value of the asset group. If the assets are impaired, the impairment recognized is measured by the amount by which the carrying amount exceeds the fair value of the assets. Fair value is generally determined by estimates of discounted cash flows. The discount rate used in any estimate of discounted cash flows would be the rate required for a similar investment of like risk. There were no impairment charges of long-lived assets in fiscal years 2023, 2022, or 2021. Indefinite-Lived Intangible Assets The indefinite-lived intangible asset impairment test involves an initial qualitative analysis to determine if it is more likely than not that an intangible asset’s fair value is less than its carrying amount. If qualitative factors suggest a possible impairment, the Company then determines the fair value of the intangible asset. If the fair value of the intangible asset is less than its carrying value, an impairment loss is recognized for an amount equal to the difference. The intangible asset is then carried at its new fair value. We measure the fair value of our indefinite-lived intangible asset using the “relief from royalty” method. Significant estimates in this approach include projected revenues and royalty and discount rates. The estimates of discounted cash flows will likely change over time as impairment tests are performed. The Company did not recognize an impairment loss on indefinite-lived intangible assets in fiscal years 2023, 2022, or 2021. The methods of assessing fair value for indefinite-lived assets require significant judgments to be made by management, including future revenues, expenses, cash flows and discount rates. Changes in such estimates or the application of alternative assumptions could produce significantly different results. Other Long-Term Assets Other long-term assets consist of capitalized implementation costs of hosting arrangements, cash surrender value of life insurance policies related to a Supplemental Executive Retirement Plan (see Note 14), and deferred debt financing costs. Capitalized implementation costs of hosting arrangements that are accounted for as service contracts, which relate to our ERP implementation, were $6.6 million and $5.7 million as of March 26, 2023 and March 27, 2022, respectively. Revenue Recognition We account for revenue in accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers. We recognize revenue when control of promised goods is transferred to the customer. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled in exchange for transferring the goods. In most cases, shipments are made using freight on board (“FOB”) shipping terms. FOB destination terms are used for a portion of sales, and revenue for these sales is recorded when the product is received by the customer. Prices are always fixed at the time of sale. Historically, there have not been any material concessions provided to or by customers, future discounts provided by the Company, or other incentives subsequent to a sale. The Company sells under normal commercial terms and, therefore, only records sales on transactions at the estimated transaction price. The Company recognizes revenues net of sales tax. Customers typically have 30 day payment terms and there are no contracts with a significant financing component. We recognize revenues from sales transactions containing sales returns provisions at the time of the sale. For bill-and-hold arrangements, the Company recognizes revenue when the customer obtains control of the product, which generally occurs at the time of the sale when the product is segregated from inventory and available to be shipped to the customer. The potential for customer returns is considered a component of variable consideration under ASC 606 and it is therefore considered when estimating the transaction price for a sale. We use the most likely amount method to determine the amount of expected returns. The amount of expected returns is recognized as a refund liability, representing the obligation to return the customer’s consideration. The return asset is measured at the former carrying amount of the inventory, less any expected costs to recover the goods, which is included in prepaid expenses and other current assets on the accompanying Consolidated Balance Sheets. Customers may have volume incentive rebate agreements, which are earned based on total purchases during a defined period. These rebates are included in the transaction price as a reduction to revenue at the time of the sale. Our current and potential customers are continuing to look for ways to reduce their inventories and lower their total costs, including distribution, order taking and fulfillment costs, while still providing their customers excellent service. Some of these companies have turned to us to implement supply chain solutions, including purchasing inventory, assisting in demand forecasting, configuring, packaging, kitting and delivering products and managing customer and supplier relations, from order taking through cash collections. In performing these solutions, we assume varying levels of involvement in the transactions and varying levels of credit and inventory risk. As our offerings continually evolve to meet the needs of our customers, the Company constantly evaluates its revenue accounting based on the guidance set forth in accounting standards generally accepted in the United States. When applying this guidance in accordance with ASC 606, the Company looks at the following indicators: whether we are the primary obligor in the transaction; whether we have general inventory risk; whether we have latitude in establishing price; whether the customer holds us responsible for the acceptability of the product; whether the product returns are handled by us; and whether obligations exists between the other parties and our customer. Each of the Company’s customer relationships is independently evaluated based on the above guidance and revenues are recorded on the appropriate basis. Based on a review of the factors above, in the majority of the Company’s sales relationships, the Company has concluded that it is the principal in the transaction and records revenues based upon the gross amounts earned and booked. However, the Company does have relationships where it is not the principal and records revenues on a net fee basis, regardless of amounts billed (less than 2% of total revenues for fiscal year 2023). Other than sales relating to the Company’s private brands, we offer no product warranties in excess of original equipment manufacturers’ warranties. Warranty expense was immaterial for fiscal years 2023, 2022, and 2021. Supplier Programs Funds received from suppliers for product rebates and marketing/promotion are recorded as a reduction in cost of goods sold in accordance with ASC 705-20, Cost of Sales and Services - Accounting for Consideration Received from a Vendor. Shipping and Handling Costs Shipping costs incurred to ship products from our distribution centers to our customers’ sites are included in selling, general and administrative expenses in the Consolidated Statements of Income (Loss) and totaled $14,731,500, $13,249,600, and $10,036,100 for fiscal years 2023, 2022, and 2021, respectively. Stock Compensation Awards The Company records stock compensation expense for awards in accordance with ASC 718, Compensation – Stock Compensation. The Company accounts for forfeitures as they occur rather than estimate expected forfeitures. The standard also requires stock awards granted or modified after the adoption of the standard that include both performance conditions and graded vesting based on service to the Company to be amortized by an accelerated method rather than the straight-line method. Income Taxes The Company accounts for income taxes under the asset and liability method in accordance with ASC 740, Income Taxes. Under this method, deferred income tax assets and liabilities arise from differences between the tax basis of assets or liabilities and their reported amounts in the financial statements. Deferred tax balances are determined by using the enacted tax rate to be in effect when the taxes are paid or refunds received. A valuation allowance related to deferred tax assets is recorded when it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company’s accounting policy with respect to interest and penalties related to tax uncertainties is to classify these amounts as part of the provision for income taxes. In accordance with ASC 740, no provision for tax uncertainties was determined to be necessary as of March 26, 2023, March 27, 2022 and March 28, 2021. Use of Estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, the Company reviews and evaluates its estimates and assumptions, including but not limited to, those that relate to tax reserves, stock-based compensation, accounts receivable reserves, inventory reserves and future cash flows associated with impairment testing for long-lived assets. Actual results could significantly differ from those estimates. Recently issued accounting pronouncements not yet adopted: In June 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments which amends the impairment model by requiring entities to use a forward-looking approach based on expected losses rather than incurred losses to estimate credit losses on certain types of financial instruments, including trade receivables. This may result in the earlier recognition of allowances for losses. This ASU is effective for periods beginning after December 15, 2022. The Company adopted this standard on March 27, 2023 and it did not have a material effect. |
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Property and Equipment |
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| Property and Equipment | Note 3. Property and Equipment All of the Company’s property and equipment is located in the United States and is summarized as follows:
Depreciation expense related to property and equipment was $1,214,800, $1,562,700, and $1,667,500 for fiscal years 2023, 2022 and 2021, respectively. |
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Goodwill and Other Intangible Assets |
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Mar. 26, 2023 | |||||||||||||||||||||||||||||
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| Goodwill and Other Intangible Assets | Note 4. Goodwill and Other Intangible Assets Intangibles, net on our Consolidated Balance Sheets as of March 26, 2023 and March 27, 2022, consists of capitalized software for internal use and indefinite-lived intangible assets. Capitalized software for internal use, net of accumulated amortization, which primarily related to our ERP implementation as of March 26, 2023 and March 27, 2022, was $38,292,400 and $29,463,100, respectively. The Company continues to capitalize costs related to the ERP system implementation and has begun to amortize those costs since the project was completed and placed in-service during the fourth quarter of fiscal 2023. The costs associated with the ERP system implementation are being amortized over an estimated useful life of 7 years. Amortization expense of capitalized software for internal use was $2,353,600, $920,000, and $2,077,000 for fiscal years 2023, 2022, and 2021. The weighted-average remaining amortization period for capitalized software for internal use is approximately 6.6 years. Indefinite-lived intangible assets were $795,400 as of March 26, 2023 and March 27, 2022. At March 26, 2023, estimated future annual amortization expense for intangible assets for the next five years is:
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Accrued expenses and other current liabilities |
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| Accrued expenses and other current liabilities | Note 5. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following:
The estimated amount of refunds to customers for expected product returns is recognized as a refund liability within the Accrued expenses and other current liabilities line item in the Consolidated Balance Sheets. The value of the expected goods to be returned by customers is recognized as a return asset within the Prepaid expenses and other current assets line item of the Consolidated Balance Sheets. The return asset value is initially measured at the former carrying amount in inventory, less any expected costs to recover the goods. The Company expects products returned by customers to be in new and salable condition, as required by our standard terms and conditions, and therefore impairment of the return asset is unlikely. Changes to the return liability are recorded as revenue adjustments and changes to the return asset are recorded to cost of goods sold. As of March 26, 2023, the return asset and return liability amounts were $0.5 million and $0.7 million, respectively. As of March 27, 2022, the return asset and return liability amounts were $0.4 million and $0.5 million, respectively. Deferred revenue in fiscal 2023 relates to amounts invoiced that have not met the criteria for revenue recognition under ASC 606. |
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Borrowings Under Revolving Credit Facility |
12 Months Ended |
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Mar. 26, 2023 | |
| Borrowings Under Revolving Credit Facility | |
| Borrowings Under Revolving Credit Facility | Note 6. 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 6 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 the Dilution Reserve, plus a calculated value of Eligible Inventory aged less than 181 days plus the lesser of an Aged Inventory Cap (currently $2,250,000 and which reduces over time to $2,000,000) and a calculated value of Inventory aged more than 180 days minus a calculated Reserve, as further detailed and set forth in the Credit Agreement. Prior to Amendment No. 4 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%. As a result of 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 a SOFR Adjustment of 10 basis points (to remain pricing neutral for transition from LIBOR to SOFR) plus the SOFR Rate Margin of 2.25% until the later of December 31, 2023 and meeting a Fixed Charge Coverage Ratio for the trailing twelve months of not less than 1.0 to 1.0, and (ii) thereafter, at a per annum rate equal to the SOFR Rate plus a SOFR Adjustment of 10 basis points (to remain pricing neutral for transition from LIBOR to SOFR) plus the SOFR Rate Margin of 1.75% if Excess Availability is greater than 30%, 2.00% if Excess Availability is at least 20% but less than or equal to 30%, and 2.25% if Excess Availability is less than 20% or (B) if a Base Rate Loan, at a per annum rate equal to the Base Rate plus the Base Rate Margin of 1.25% until the later of December 31, 2023 and meeting a Fixed Charge Coverage Ratio for the trailing twelve months of not less than 1.0 to 1.0, and (ii) thereafter, at a per annum rate equal to the Base Rate plus the Base Rate Margin of 0.75% if Excess Availability is greater than 30%, of 1.00% if Excess Availability is at least 20% but less than or equal to 30%, and of 1.25% if Excess Availability is less than 20%. Excess Availability for these purposes is determined without giving effect to the $10 million Availability Block. Interest expense on the Revolving Credit Facility in the aggregate for fiscal year 2023 totaled $1,749,900, net of capitalized interest of $1,535,200. Prior to Amendment No. 4 to the Credit Agreement, the Company was 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 March 26, 2023, borrowings under the Revolving Credit Facility totaled $64.2 million and, therefore, the Company had $30.8 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 March 26, 2023. 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. 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 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 consecutive months and Excess Availability is at least $22.5 million for consecutive days. |
Debt |
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| Debt | Note 7. 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 Real Estate Note (the “Note”) that provides for monthly payments of $47,858, 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 2020 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 March 26, 2023, were as follows:
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Leases |
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| Leases | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Leases | Note 8. Leases The Company is committed to making rental payments under non-cancelable operating leases covering various facilities and equipment. Our leases have remaining lease terms of 1 to 5 years, some of which include options to extend the leases for up to 5 years. Rent expense for fiscal years 2023, 2022 and 2021 totaled $2,601,300, $2,848,400, and $3,453,500, respectively. When measuring the lease liability, the Company uses the rate implicit in the lease and, if that rate cannot be readily determined, the Company’s incremental borrowing rate based on the terms of the lease. The Company has elected the practical expedient to not separate lease and non-lease components and applied this across the full lease portfolio. The Company leases office space in Timonium, Maryland, where the Company’s sales, marketing and administrative offices are located. This space is nearby to the Company’s Global Logistics Center in Hunt Valley, Maryland. The Agreement of Lease expires on December 31, 2025. Monthly rent payments range from $210,200 to $220,800 through the remaining lease term. The Company also leases office and warehouse space in Hunt Valley, Maryland, adjacent to the Company’s Global Logistics Center, expiring on July 31, 2026. The Company has an ongoing annual option to terminate the lease. The monthly rental fee ranges from $43,000 to $47,000 through the remaining lease term. The following maturity analysis presents minimum expected operating lease payments at March 26, 2023:
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Commitments and Contingencies |
12 Months Ended |
|---|---|
Mar. 26, 2023 | |
| Commitments and Contingencies | |
| Commitments and Contingencies | Note 9. Commitments and Contingencies Lawsuits and claims are filed against the Company from time to time in the ordinary course of business. The Company does not believe that any lawsuits or claims pending against the Company, individually or in the aggregate, are material, or will have a material adverse effect on the Company’s financial condition or results of operations. In addition, from time to time, the Company is 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. As the Company is routinely audited by state taxing authorities, the Company has estimated exposure and established reserves for its estimated sales tax audit liability.
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Business Segments |
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| Business Segments | Note 10. 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. The Company previously operated as one reportable segment in fiscal 2021 and identified a change to our segments in the fourth quarter of fiscal 2022 as a result of changes in organizational structure. Carrier is generally comprised of customers responsible for building and maintaining the infrastructure system and provide airtime service to individual subscribers and Commercial includes value-added resellers, the government channel and private system operator markets. Ventev®, the Company’s proprietary brand that manufactures products, is 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 information for fiscal year 2023, and for fiscal years ended 2022 and 2021 which have been restated to reflect the change in segments during fiscal 2022, is as follows (in thousands):
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. |
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Shares Withheld |
12 Months Ended |
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Mar. 26, 2023 | |
| Shares Withheld | |
| Shares Withheld | Note 11. 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 related to vested performance stock units, stock option exercises and vested restricted stock awards. For fiscal years 2023, 2022, and 2021 the total value of shares withheld for taxes was $158,100, $66,400, and $121,500, respectively. |
Retirement of Treasury Stock |
12 Months Ended |
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Mar. 26, 2023 | |
| Retirement of Treasury Stock | |
| Retirement of Treasury Stock | Note 12. Retirement of Treasury Stock On July 2, 2020, the Board of Directors adopted resolutions providing for the retirement of the Company’s then accumulated treasury stock, and for a corresponding reduction in capital. Immediately prior to the retirement, the Company held 5,789,600 shares of issued but not outstanding common stock as treasury stock, at a cost of $58,555,000. Upon retirement, the cost of the treasury stock was netted against retained earnings, and the number of authorized and unissued shares of common stock correspondingly increased by 5,789,600 shares. The total number of authorized shares of common stock remains unchanged at 15,000,000. There has been no change to the total stockholders’ equity as a result of such resolutions. |
Income Taxes |
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| Income Taxes | Note 13. Income Taxes A reconciliation of the difference between the provision for income taxes computed at statutory rates and the provision for income taxes from continuing operations provided in the Consolidated Statements of Income (Loss) is as follows:
The provision for income taxes from continuing operations was comprised of the following:
Total net deferred tax assets (liabilities) as of March 26, 2023 and March 27, 2022, and the sources of the differences between financial accounting and tax basis of the Company's assets and liabilities which give rise to the deferred tax assets, are as follows:
The valuation allowance recorded by the Company as of March 26, 2023 and March 27, 2022 resulted from the uncertainties of the future realization of federal and state deferred tax assets. The Company will continue to assess and evaluate strategies that will enable the deferred tax asset, or portion thereof, to be realized, and will reduce the valuation allowance appropriately as such time when it is determined that the “more likely than not” criteria is satisfied. As of March 26, 2023, the Company had net operating loss carryforwards of $72,603,155 which will generally begin to expire in fiscal year 2030 through fiscal year 2042. Federal and certain state net operating loss carryovers do not expire. As of March 26, 2023 and March 27, 2022, the Company had no unrecognized tax benefits. The Company’s accounting policy with respect to interest and penalties related to tax uncertainties is to classify these amounts as part of the provision for income taxes. The total amount of interest and penalties related to tax uncertainties recognized in the Consolidated Statements of Income (Loss) was $0 for fiscal years 2023, 2022 and 2021. The cumulative amount included in the Consolidated Balance Sheets as of March 26, 2023 and March 27, 2022 was $0. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was signed into law making several changes to the Internal Revenue Code. The changes include but are not limited to: increasing the limitation on the amount of deductible business interest expense, allowing companies to carryback certain net operating losses to the preceding five years, and increasing the amount of net operating loss carryforwards that corporations can use to offset taxable income. These special provisions were applicable to fiscal years 2021 while net operating losses generated in fiscal years 2022 and 2023 cannot be carried back. The Company files income tax returns in U.S. federal, state and local jurisdictions. Tax returns for fiscal years 2015 through 2022 remain open to examination by U.S. federal, state and local tax authorities. Federal and state net operating losses generated to date are subject to adjustment for state income tax purposes. |
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Retirement Plans |
12 Months Ended |
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Mar. 26, 2023 | |
| Retirement Plans | |
| Retirement Plans | Note 14. Retirement Plans The Company has a 401(k) plan that covers all eligible employees. Contributions to the plan can be made by employees and the Company may make matching contributions at its discretion. Company contributions are generally made in a combination of cash and Company stock. Expense related to this matching contribution was $865,000, $700,500, and $806,000 during fiscal years 2023, 2022, and 2021, respectively. As of March 26, 2023, plan assets included 324,600 shares of common stock of the Company. The Company maintains a Supplemental Executive Retirement Plan for Robert B. Barnhill, Jr., the Company’s founder and former CEO and Chairman of the Board. This plan is funded through life insurance policies for which the Company is the sole beneficiary. The cash surrender value of the life insurance policies and the net present value of the benefit obligation of approximately $2,574,300 and $680,500, respectively, as of , and $2,652,700 and $753,200, respectively, as of , are included in Other long-term assets and Other non-current liabilities, respectively, in the accompanying Consolidated Balance Sheets. Cash disbursements related to the life insurance policies are reflected as cash flows from operating activities within the Consolidated Statements of Cash Flows. The Company considers current life expectancy data and risk-free treasury rates when estimating the fair value of the life insurance policies.
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Earnings Per Share |
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| Earnings Per Share | Note 15. 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 earnings per share are computed similarly to basic earnings per share, 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. Shares of common stock are excluded from the calculation if they are determined to be anti-dilutive. In all fiscal years presented, the Company had a net loss from continuing operations and accordingly presented EPS by using only basic shares outstanding. The following table presents the calculation of basic and diluted earnings per common share from continuing operations:
As of March 26, 2023, March 27, 2022 and March 28, 2021, stock options with respect to 659,500, 933,000 and 925,000 shares of common stock were outstanding, respectively. The anti-dilutive stock options outstanding at March 26, 2023, March 27, 2022 and March 28, 2021 total 564,500, 813,000 and 755,000, respectively. There were no anti-dilutive Performance Stock Units (“PSUs”) or Restricted Stock Units (“RSUs”) outstanding as of March 26, 2023, March 27, 2022, and March 28, 2021. |
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Stock-Based Compensation |
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| Stock-Based Compensation | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-Based Compensation | Note 16. Stock-Based Compensation The Company’s selling, general and administrative expenses for the fiscal years ended March 26, 2023, March 27, 2022, and March 28, 2021 include $1,099,300, $1,338,900, and $1,211,000, respectively, of stock compensation expense. Provision for income taxes for the fiscal years ended March 26, 2023, March 27, 2022, and March 28, 2021 includes $14,700, $365,500, and $255,600, respectively, of income tax benefits related to our stock-based compensation arrangements. Stock compensation expense is primarily related to our PSUs, RSUs, and Stock Options, granted or outstanding under the Company’s Third Amended and Restated Stock and Incentive Plan (the “1994 Plan”) and 2019 Stock and Incentive Plan (the “2019 Plan” and together with the 1994 Plan, the “Plans”), which was approved at the Annual Meeting of Shareholders held on July 25, 2019. No additional awards may be granted under the 1994 Plan, although awards outstanding under the 1994 Plan remain outstanding and governed by its terms. As of March 26, 2023, 507,523 shares were available for issue in respect of future awards under the 2019 Plan. Performance Stock Units: Under a program established by the Board of Directors, PSUs have been granted under the Plans to selected employees periodically. Each PSU entitles the participant to earn Tessco common stock, but only after certain performance measures are reached and individual performance targets are met over a defined performance cycle. Performance cycles, which are fixed for each grant at the date of grant, are one year. Once earned, shares vest and are issued over a specified period of time determined at the time of the grant, provided that the participant remains employed by or associated with the Company at the time of share issuance. Performance targets are set by the Board of Directors in advance for the complete performance cycle at levels designed to grow shareholder value. If actual performance does not reach the minimum annual or threshold targets, no shares are issued. In accordance with ASC 718, the Company records compensation expense on its PSUs over the service period, based on the number of shares management estimates will ultimately be issued. Accordingly, the Company determines the periodic financial statement compensation expense based upon the stock price at the PSU grant date, net of the present value of dividends expected to be paid on Tessco common stock before the PSU vests, management’s projections of performance over the performance period, and the resulting amount of estimated share issuances. As discussed in Note 2 above, the Company accounts for forfeitures as they occur rather than estimate expected forfeitures. To the extent that forfeitures occur, stock-based compensation related to the restricted awards may be different from the Company’s expectations. The following table summarizes the activity under the Company’s PSU program for fiscal years 2023, 2022 and 2021:
As of March 26, 2023, there was no remaining unrecognized compensation cost related to PSUs as there were no unvested shares. Total fair value of shares vested during fiscal years 2023, 2022 and 2021 was $312,200, $57,900 and $103,300, respectively. The PSUs canceled during fiscal year 2023 related to the fiscal year 2022 issuances. The PSUs were canceled due to the performance targets not being achieved. Per the provisions of the 2019 Plan, the shares related to these forfeited and canceled PSUs were added back to the 2019 Plan and became available for future issuance under the 2019 Plan. Restricted Stock/Restricted Stock Units: On May 10, 2019, the Compensation Committee, with the concurrence of the full Board of Directors, granted an aggregate of 21,000 RSU awards, ratably to the then six non-employee directors, including the then Chairman of the Board of the Company. These RSU awards provide for the issuance of shares of the Company’s common stock in equal installments beginning on May 10, 2020, and continuing on the same date in 2021, 2022 and 2023, provided that the director remains associated with the Company on each such date (or meets other criteria as prescribed in the applicable award agreement). On May 15, 2020, July 24, 2020, and November 12, 2020, the Compensation Committee, with the concurrence of the full Board of Directors, granted an aggregate of 30,000 RSU awards to the then non-employee directors of the Company. These RSU awards provide for the issuance of shares of the Company’s common stock in accordance with a vesting schedule. These awards provide for vesting and that shares will be issued 25% on or about each of May 1 of 2021, 2022, 2023 and 2024, provided that the participant remains associated with the Company (or meets other criteria as prescribed in the agreement) on each such date. Unrecognized compensation costs related to these awards are expected to be recognized ratably over a remaining period of approximately one year. In addition, and also on May 15, 2020 and July 24, 2020, the Compensation Committee, with the concurrence of the full Board of Directors, granted an aggregate of 72,202 shares of restricted stock to non-employee directors of the Company, of which 56,805 were earned and vested, in lieu of their annual cash retainer for fiscal 2021. The amount of shares issued was the cash equivalent of the required retainers on the approval date. Changes in the composition of the Board of Directors during fiscal year 2022, in connection with or occurring during the term of a consent solicitation initiated by certain of our stockholders during the year resulted in the accelerated vesting of 30,000 of the current and prior year RSUs discussed in the previous two paragraphs and the issuance of a corresponding number of shares of Common Stock to departing directors. On April 29, 2021, the Compensation Committee, with the concurrence of the full Board of Directors, granted an aggregate of 12,000 RSU awards to the then current non-employee directors of the Company. These awards provide for the issuance of shares of the Company’s common stock in accordance with a vesting schedule. These awards will vest and shares will be issued 25% on or about each of April 29 of 2022, 2023, 2024 and 2025, provided that the participant remains associated with the Company (or meets other criteria as prescribed in the agreement) on each such date. Unrecognized compensation costs related to these awards are expected to be recognized ratably over a remaining period of approximately two years. Also on April 29, 2021, the Compensation Committee, with the concurrence of the full Board of Directors, granted an aggregate of 22,252 shares of restricted stock to non-employee directors of the Company in lieu of their annual cash retainer for fiscal 2022. The amount of shares issued was the cash equivalent of the required retainers on the approval date. These awards provided for the issuance of shares of the Company’s common stock subject to a risk of forfeiture that lapsed in whole or in part on July 1, 2022, generally depending on the length of continued service of the recipient on the Board for fiscal 2022. There is no remaining unrecognized compensation costs related to these awards. On May 25, 2021 and August 1, 2021, the Compensation Committee, with the concurrence of the full Board of Directors, granted an aggregate of 24,761 RSU awards to non-employee directors of the Company. These awards were awarded in lieu of the directors’ receiving estimated cash payments that would otherwise be received for attendance at Board and Committee meetings during fiscal 2022 and provided for the vesting and issuance of shares of the Company’s common stock to the non-employee director on May 25, 2022, provided that the director remains associated with the Company (or meets service and other criteria as prescribed in the agreement) on that date. On June 6, 2022, the Compensation Committee, with the concurrence of the full Board of Directors, granted an aggregate of 32,267 RSU awards to non-employee directors of the Company. These awards were awarded in lieu of the directors’ receiving estimated cash payments that would otherwise be received for attendance at Board and Committee meetings during fiscal 2023 and provide for the vesting and issuance of shares of the Company’s common stock to the non-employee director on June 6, 2023, provided that the director remains associated with the Company (or meets service and other criteria as prescribed in the agreement) on that date. Also on June 6, 2022, the Compensation Committee, with the concurrence of the full Board of Directors, granted an aggregate of 18,000 RSU awards to the then current non-employee directors of the Company. These awards provide for the issuance of shares of the Company’s common stock in accordance with a vesting schedule. These awards will vest and shares will be issued 25% on or about each of June 6 of 2023, 2024, 2025 and 2026, provided that the participant remains associated with the Company (or meets other criteria as prescribed in the agreement) on each such date. Unrecognized compensation costs related to these awards are expected to be recognized ratably over a remaining period of approximately three years. Also on June 6, 2022, the Compensation Committee, with the concurrence of the full Board of Directors, granted an aggregate of 42,231 shares of restricted stock to non-employee directors of the Company in lieu of their annual cash retainer for fiscal 2023. The amount of shares issued was the cash equivalent of the required retainers on the approval date. These awards provide for the issuance of shares of the Company’s common stock subject to a risk of forfeiture that will lapse in whole or in part on June 6, 2023, generally depending on the length of continued service of the recipient on the Board for fiscal 2024. The remaining unrecognized compensation costs related to these awards is immaterial. As of March 26, 2023, the remaining unrecognized compensation cost related to RSUs earned under all of the grants included above was immaterial. PSUs, RSUs and restricted stock awards are expensed based on the grant date fair value, calculated as the closing price of Tessco common stock as reported by Nasdaq on the date of grant minus, in the case of PSUs and RSUs, the present value of dividends expected to be paid on the common stock before the award vests, because dividends or dividend-equivalent amounts do not accrue and are not paid on unvested PSUs and RSUs. The Company accounts for forfeitures as they occur rather than estimate expected forfeitures. To the extent that forfeitures occur, stock-based compensation related to the restricted awards may be different from the Company’s expectations. Stock Options: The grant date value of the Company’s stock options has been determined using the Black-Scholes-Merton pricing model, based upon facts and assumptions existing at the date of grant. Expected stock price volatility is based on historical stock price changes over the expected term of the option. The expected term of the awards is based on the Company’s consideration of the contractual term of the stock option, as well as historical employment experience post-vesting. Stock options granted have exercise prices equal to the market price of the Company’s stock on the grant date. The stock options vest 25% after one year and then per month for the following three years. During fiscal 2023, stock options for 283,958 shares were forfeited due to employee departures and option term expiration. The weighted-average remaining contractual term of options exercisable as of March 26, 2023, was 2.6 years. The value of each option at the date of grant is amortized as compensation expense over the service period. This occurs without regard to subsequent changes in stock price, volatility or interest rates over time, provided the option remains outstanding. The following tables summarize the pertinent information for outstanding options.
As of March 26, 2023, there was approximately $0.4 million of total unrecognized compensation costs related to these awards. Unrecognized compensation costs related to these awards are expected to be recognized ratably over a period of approximately three years. No options were exercised during fiscal 2023. 2,500 options were exercised during fiscal 2022 with a total value of $10,900 and the weighted average exercise price of these shares was $4.36. The aggregate intrinsic value of stock options outstanding and stock options currently exercisable as of March 26, 2023, was $0. Team Member Stock Purchase Plan: The Company has a Team Member Stock Purchase Plan that permits eligible employees to purchase up to an aggregate of 450,000 shares of the Company's common stock at 85% of the lower of the market price on the first day of a six-month period or the market price on the last day of that same six-month period. Expenses incurred for the Team Member Stock Purchase Plan during the fiscal years ended March 26, 2023, March 27, 2022, and March 28, 2021 were $51,700, $54,400, and $61,500, respectively. During the fiscal years ended March 26, 2023, March 27, 2022, and March 28, 2021, 36,639, 30,169, and 40,493 shares were sold to employees under this plan, having a weighted average market value of $4.06, $5.21, and $4.92, respectively. |
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Fair Value Disclosure |
12 Months Ended | |||||||||
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Mar. 26, 2023 | ||||||||||
| Fair Value Disclosure | ||||||||||
| Fair Value Disclosure | Note 17. Fair Value Disclosure Assets and liabilities carried at fair value are classified and disclosed in one of the following three categories:
As of March 26, 2023 and March 27, 2022, the Company had no assets or liabilities recorded at fair value. The carrying amounts of cash and cash equivalents, trade accounts receivable, product inventory, trade accounts payable, accrued expenses, revolving credit facility, life insurance policies and other current liabilities approximate their fair values as of March 26, 2023 and March 27, 2022 due to their short-term nature. The carrying amount of our Symetra Loan approximates the fair value as the change in interest rates has an immaterial effect on the fair value of the debt.
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Supplemental Cash Flow Information |
12 Months Ended |
|---|---|
Mar. 26, 2023 | |
| Supplemental Cash Flow Information | |
| Supplemental Cash Flow Information | Note 18. Supplemental Cash Flow Information For fiscal years 2023 and 2022, the Company had a net tax refund of $3,748,500 and $4,247,900, respectively. Cash paid for income taxes, net of refunds, for fiscal year 2021 was $21,000. Cash paid for interest during fiscal years 2023, 2022 and 2021 totaled $3,521,800, $1,355,100 and $952,700, respectively. Interest capitalized during fiscal years 2023, 2022 and 2021 was $1,535,200, $680,000 and $450,200, respectively. |
Concentration of Risk |
12 Months Ended |
|---|---|
Mar. 26, 2023 | |
| Concentration of Risk Related to Continuing Operations | |
| Concentration of Risk | Note 19. Concentration of Risk Related to Continuing Operations Sales to customers and purchases from suppliers are largely governed by individual sales or purchase orders, so there is no guarantee of future business. In some cases, the Company has more formal agreements with significant customers or suppliers, but they are largely administrative in nature and are terminable by either party upon several months or otherwise short notice and they typically contain no obligation to make purchases from Tessco. In the event a significant customer decides to make its purchases from another source, experiences a significant change in demand internally or from its own customer base, becomes financially unstable, or is acquired by another company, the Company’s ability to generate revenues from these customers may be significantly affected, resulting in an adverse effect on its financial position and results of operations. The Company is dependent on third-party equipment manufacturers, distributors and dealers for most of its supply of wireless communications equipment. For fiscal years 2023, 2022 and 2021, sales of products purchased from the Company's top ten suppliers accounted for 51%, 54%, and 53% of total revenues, respectively. Products purchased from the Company’s largest supplier related to continuing operations accounted for approximately 29% of total revenues in fiscal years 2023, 2022 and 2021. The Company is dependent on the ability of its suppliers to provide products on a timely basis and on favorable pricing terms. The Company believes that alternative sources of supply are available for many of the product types it carries, but not for all products offered by the Company. The loss of certain principal suppliers, including the suppliers referenced above, or of other suppliers whose products may be difficult to source on comparable terms elsewhere, would have a material adverse effect on the Company. The Company's future results could also be negatively impacted by the loss of certain customers.. For fiscal years 2023, 2022 and 2021, sales of products to the Company's top ten customer relationships accounted for 36%, 35% and 34% of total revenues, respectively. Our largest customer accounted for 10% of total revenues in fiscal year 2023. No customer accounted for more than 10% of total revenues in fiscal year 2022, and one customer accounted for 11% of total revenues in fiscal year 2021.
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Discontinued Operations |
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| Discontinued Operations | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Discontinued Operations | Note 20. Discontinued Operations On December 2, 2020, the Company sold most of its Retail inventory and certain other Retail-related assets to Voice Comm. In addition, we assigned or licensed Ventev®- related intellectual property to Voice Comm, including the Ventev® trademark, for their use in connection with the sale of mobile device and accessory products. Cash proceeds of $9.5 million were received at closing. 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. Additionally, future customer returns to the Company may be resold to Voice Comm over a two-year period after the closing. A pre-tax gain on disposal of $3.0 million was recorded in the fiscal quarter ended December 27, 2020, which is included in Income (loss) from discontinued operations, net of taxes in the Consolidated Statements of Income (Loss). The accompanying Consolidated Financial Statements for all periods presented reflect the results of the Retail segment as a discontinued operation. The following table presents the financial results of the Retail segment for the fiscal years ended , , and :
The financial results reflected above may not fully represent our former Retail segment stand-alone operating net profit, as the results reported within Income (loss) from discontinued operations, net of taxes, 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 Consolidated Statements of Cash Flows, the cash flows from discontinued operations are not separately classified. Cash provided by operating activities from discontinued operations during fiscal 2023, 2022 and 2021 was $0 million, $4.2 million and $13.2 million, respectively. Cash provided by investing activities from discontinued operations during fiscal 2023, 2022 and 2021 was $0, $0, and $9.2 million, respectively. |
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Subsequent Events |
12 Months Ended |
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Mar. 26, 2023 | |
| Subsequent Events | |
| Subsequent Events | Note 21. Subsequent Events On April 11, 2023, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), with Alliance USAcqCo 2, Inc., a Delaware corporation (“Parent”), and Alliance USAcqCo 2 Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”). Parent and Merger Sub are entities affiliated with Lee Equity Partners, LLC and Twin Point Capital, LLC, which also own Alliance Corporation, a value-added distributor of equipment for the wireless industry, and GetWireless, LLC, a value-added distributor of cellular solutions that connect the Internet of Things (IoT). At the effective time of the merger as provided in the Merger Agreement (the “effective time”), each share of common stock of the Company (the “common stock”) then outstanding will be converted into the right to receive $9.00 in cash, without interest (the “merger consideration”), other than those shares owned by Parent, the Company or any subsidiary of Parent or the Company (which will be cancelled without any consideration), and any shares as to which appraisal rights have been perfected (and not withdrawn or lost) in accordance with applicable law (which will be cancelled and converted into the right to receive a payment determined in accordance with the appraisal rights). The merger consideration reflects a premium of approximately 91% to the closing price on April 11, 2023, the last trading day prior to the entering into of the Merger Agreement, and a premium of approximately 97% to the Company’s 30-day volume-weighted average stock price as of April 11, 2023. The merger will be financed through a combination of the transactions contemplated by an Equity Commitment Letter between Parent and certain funds managed by Lee Equity Partners and Twin Point Capital (which includes a limited guaranty for the benefit of the Company), a Debt Commitment Letter between Merger Sub and Wells Fargo Bank, N.A., and a Sale/Leaseback Agreement between Parent and a third-party purchaser, all as discussed in the merger agreement. The Company has outstanding equity awards granted under the Company’s Third Amended and Restated 1994 Stock and Incentive Plan and 2019 Stock and Incentive Plan (the “Plans”). The Merger Agreement provides that, at the effective time, each vested in-the-money stock option issued by the Company will be cancelled in exchange for an amount in cash equal to the excess, if any, of the per share merger consideration over the exercise price per share of such vested in-the-money option multiplied by the number of shares of common stock in respect of which such option is then vested or vests under its terms in connection with the merger (net of any applicable tax withholding). Any stock option that has a per share exercise price that is equal to or greater than the per share merger consideration will be cancelled without payment of any consideration as of the effective time. Each vested award of restricted stock units, restricted stock and performance share units outstanding immediately prior to the effective time will, solely to the extent provided for under the terms of the applicable award agreement and Plans, be cancelled, and the holder of such award will then be entitled to receive an amount in cash equal to the product obtained by multiplying the per share merger consideration by the number of vested shares of common stock covered by such award (net of any applicable tax withholding).
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Schedule II - Valuation and Qualifying Accounts |
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| Schedule II - Valuation and Qualifying Accounts | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule II - Valuation and Qualifying Accounts | Schedule II: Valuation and Qualifying Accounts For the fiscal years ended:
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Summary of Significant Accounting Policies (Policies) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||
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Mar. 26, 2023 | |||||||||||||||||||||||||||||||||||||
| Summary of Significant Accounting Policies | |||||||||||||||||||||||||||||||||||||
| Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. Intercompany accounts and transactions have been eliminated in consolidation.
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| Fiscal Year | Fiscal Year The Company's fiscal year is the 52 or 53 weeks ending on the Sunday falling on or between March 26 and April 1 to allow the financial year to better reflect the Company's natural weekly accounting and business cycle. The fiscal years ended March 26, 2023, March 27, 2022 and March 28, 2021 each contained 52 weeks. |
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| Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents include cash and highly liquid investments with an original maturity of 90 days or less.
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| Allowance for Doubtful Accounts | Allowance for Doubtful Accounts The Company uses estimates to determine the amount of the allowance for doubtful accounts necessary to reduce accounts receivable to their expected net realizable value. The Company estimates the amount of the required allowance by reviewing the status of past-due receivables and analyzing historical bad debt trends and current economic conditions. Actual collection experience has not varied significantly from estimates, due primarily to consistent credit policies, collection experience, as well as the Company’s stability as it relates to its current customer base. Typical payments from a large majority of commercial customers are due 30 days from the date of the invoice. The Company charges-off receivables deemed to be uncollectible to the allowance for doubtful accounts. Accounts receivable balances are not collateralized by our customers. At March 26, 2023 and March 27, 2022, the allowance for doubtful accounts related to customers in continuing operations was $3,340,300 and $1,057,800, respectively.
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| Product Inventory | Product Inventory Product inventory, consisting primarily of finished goods, is stated at the lower of cost or net realizable value, cost being determined on the first-in, first-out (“FIFO”) method and includes certain charges directly and indirectly incurred in bringing product inventories to the point of sale. Inventory is written down for estimated obsolescence equal to the difference between the carrying value of inventory and the estimated net realizable value, based upon specifically known inventory-related risks (such as technological obsolescence and the nature of supplier terms surrounding price protection and product returns), and assumptions about future demand. At March 26, 2023 and March 27, 2022, the Company had a reserve for excess and obsolete inventory of $5,692,700 and $4,567,700, respectively. The increase in the reserve is primarily related to an increase in excess inventory levels.
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| Property and Equipment | Property and Equipment Property and equipment is stated at cost. Depreciation is recorded using the straight-line method over the estimated useful lives of the assets as follows:
Leasehold improvements are amortized over the shorter of their useful lives or the remaining lease term.
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| Intangibles | Intangibles The Company capitalizes computer software costs incurred in connection with developing or obtaining computer software for internal use when both the preliminary project stage is completed and when management authorizes and commits to funding the project and it is probable that the project will be completed. Development and acquisition costs are capitalized when the focus of the software project is either to develop new software, to increase the life of existing software or to add significantly to the functionality of existing software. Capitalization ceases when the software project is substantially complete and ready for its intended use. Amortization is recorded using the straight-line method over the estimated useful life which ranges from to seven years.
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| Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or group of assets may not be fully recoverable. These events or changes in circumstances may include a significant deterioration of operating results, changes in business plans, or changes in anticipated future cash flows. If an impairment indicator is present, the Company evaluates recoverability by a comparison of the carrying amount of the assets to future undiscounted net cash flows expected to be generated by the assets. Assets are grouped at the lowest level for which there are identifiable cash flows that are largely independent of the cash flows generated by other asset groups. If future undiscounted cash flows are less than the carrying value of the asset group, the Company calculates the fair value of the asset group. If the assets are impaired, the impairment recognized is measured by the amount by which the carrying amount exceeds the fair value of the assets. Fair value is generally determined by estimates of discounted cash flows. The discount rate used in any estimate of discounted cash flows would be the rate required for a similar investment of like risk. There were no impairment charges of long-lived assets in fiscal years 2023, 2022, or 2021.
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| Indefinite-Lived Intangible Assets | Indefinite-Lived Intangible Assets The indefinite-lived intangible asset impairment test involves an initial qualitative analysis to determine if it is more likely than not that an intangible asset’s fair value is less than its carrying amount. If qualitative factors suggest a possible impairment, the Company then determines the fair value of the intangible asset. If the fair value of the intangible asset is less than its carrying value, an impairment loss is recognized for an amount equal to the difference. The intangible asset is then carried at its new fair value. We measure the fair value of our indefinite-lived intangible asset using the “relief from royalty” method. Significant estimates in this approach include projected revenues and royalty and discount rates. The estimates of discounted cash flows will likely change over time as impairment tests are performed. The Company did not recognize an impairment loss on indefinite-lived intangible assets in fiscal years 2023, 2022, or 2021. The methods of assessing fair value for indefinite-lived assets require significant judgments to be made by management, including future revenues, expenses, cash flows and discount rates. Changes in such estimates or the application of alternative assumptions could produce significantly different results.
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| Other Long-Term Assets | Other Long-Term Assets Other long-term assets consist of capitalized implementation costs of hosting arrangements, cash surrender value of life insurance policies related to a Supplemental Executive Retirement Plan (see Note 14), and deferred debt financing costs. Capitalized implementation costs of hosting arrangements that are accounted for as service contracts, which relate to our ERP implementation, were $6.6 million and $5.7 million as of March 26, 2023 and March 27, 2022, respectively.
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| Revenue Recognition and Supplier Programs | Revenue Recognition We account for revenue in accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers. We recognize revenue when control of promised goods is transferred to the customer. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled in exchange for transferring the goods. In most cases, shipments are made using freight on board (“FOB”) shipping terms. FOB destination terms are used for a portion of sales, and revenue for these sales is recorded when the product is received by the customer. Prices are always fixed at the time of sale. Historically, there have not been any material concessions provided to or by customers, future discounts provided by the Company, or other incentives subsequent to a sale. The Company sells under normal commercial terms and, therefore, only records sales on transactions at the estimated transaction price. The Company recognizes revenues net of sales tax. Customers typically have 30 day payment terms and there are no contracts with a significant financing component. We recognize revenues from sales transactions containing sales returns provisions at the time of the sale. For bill-and-hold arrangements, the Company recognizes revenue when the customer obtains control of the product, which generally occurs at the time of the sale when the product is segregated from inventory and available to be shipped to the customer. The potential for customer returns is considered a component of variable consideration under ASC 606 and it is therefore considered when estimating the transaction price for a sale. We use the most likely amount method to determine the amount of expected returns. The amount of expected returns is recognized as a refund liability, representing the obligation to return the customer’s consideration. The return asset is measured at the former carrying amount of the inventory, less any expected costs to recover the goods, which is included in prepaid expenses and other current assets on the accompanying Consolidated Balance Sheets. Customers may have volume incentive rebate agreements, which are earned based on total purchases during a defined period. These rebates are included in the transaction price as a reduction to revenue at the time of the sale. Our current and potential customers are continuing to look for ways to reduce their inventories and lower their total costs, including distribution, order taking and fulfillment costs, while still providing their customers excellent service. Some of these companies have turned to us to implement supply chain solutions, including purchasing inventory, assisting in demand forecasting, configuring, packaging, kitting and delivering products and managing customer and supplier relations, from order taking through cash collections. In performing these solutions, we assume varying levels of involvement in the transactions and varying levels of credit and inventory risk. As our offerings continually evolve to meet the needs of our customers, the Company constantly evaluates its revenue accounting based on the guidance set forth in accounting standards generally accepted in the United States. When applying this guidance in accordance with ASC 606, the Company looks at the following indicators: whether we are the primary obligor in the transaction; whether we have general inventory risk; whether we have latitude in establishing price; whether the customer holds us responsible for the acceptability of the product; whether the product returns are handled by us; and whether obligations exists between the other parties and our customer. Each of the Company’s customer relationships is independently evaluated based on the above guidance and revenues are recorded on the appropriate basis. Based on a review of the factors above, in the majority of the Company’s sales relationships, the Company has concluded that it is the principal in the transaction and records revenues based upon the gross amounts earned and booked. However, the Company does have relationships where it is not the principal and records revenues on a net fee basis, regardless of amounts billed (less than 2% of total revenues for fiscal year 2023). Other than sales relating to the Company’s private brands, we offer no product warranties in excess of original equipment manufacturers’ warranties. Warranty expense was immaterial for fiscal years 2023, 2022, and 2021. Supplier Programs Funds received from suppliers for product rebates and marketing/promotion are recorded as a reduction in cost of goods sold in accordance with ASC 705-20, Cost of Sales and Services - Accounting for Consideration Received from a Vendor.
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| Shipping and Handling Costs | Shipping and Handling Costs Shipping costs incurred to ship products from our distribution centers to our customers’ sites are included in selling, general and administrative expenses in the Consolidated Statements of Income (Loss) and totaled $14,731,500, $13,249,600, and $10,036,100 for fiscal years 2023, 2022, and 2021, respectively.
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| Stock Compensation Awards | Stock Compensation Awards The Company records stock compensation expense for awards in accordance with ASC 718, Compensation – Stock Compensation. The Company accounts for forfeitures as they occur rather than estimate expected forfeitures. The standard also requires stock awards granted or modified after the adoption of the standard that include both performance conditions and graded vesting based on service to the Company to be amortized by an accelerated method rather than the straight-line method.
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| Income Taxes | Income Taxes The Company accounts for income taxes under the asset and liability method in accordance with ASC 740, Income Taxes. Under this method, deferred income tax assets and liabilities arise from differences between the tax basis of assets or liabilities and their reported amounts in the financial statements. Deferred tax balances are determined by using the enacted tax rate to be in effect when the taxes are paid or refunds received. A valuation allowance related to deferred tax assets is recorded when it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company’s accounting policy with respect to interest and penalties related to tax uncertainties is to classify these amounts as part of the provision for income taxes. In accordance with ASC 740, no provision for tax uncertainties was determined to be necessary as of March 26, 2023, March 27, 2022 and March 28, 2021.
|
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| Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, the Company reviews and evaluates its estimates and assumptions, including but not limited to, those that relate to tax reserves, stock-based compensation, accounts receivable reserves, inventory reserves and future cash flows associated with impairment testing for long-lived assets. Actual results could significantly differ from those estimates.
|
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| Recently Issued Accounting Pronouncements | Recently issued accounting pronouncements not yet adopted: In June 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments which amends the impairment model by requiring entities to use a forward-looking approach based on expected losses rather than incurred losses to estimate credit losses on certain types of financial instruments, including trade receivables. This may result in the earlier recognition of allowances for losses. This ASU is effective for periods beginning after December 15, 2022. The Company adopted this standard on March 27, 2023 and it did not have a material effect. |
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Summary of Significant Accounting Policies (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 26, 2023 | |||||||||||||||||||||||||||||||||||||
| Summary of Significant Accounting Policies | |||||||||||||||||||||||||||||||||||||
| Property and Equipment Useful Life |
|
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Property and Equipment (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 26, 2023 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Property and Equipment | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Property and Equipment |
|
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Goodwill and Other Intangible Assets (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 26, 2023 | |||||||||||||||||||||||||||||
| Goodwill and Other Intangible Assets | |||||||||||||||||||||||||||||
| Schedule of future annual amortization expense for intangible assets | At March 26, 2023, estimated future annual amortization expense for intangible assets for the next five years is:
|
Accrued expenses and other current liabilities (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 26, 2023 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Accrued expenses and other current liabilities | |||||||||||||||||||||||||||||||||||||||||||||||||
| Accrued Expenses and Other Current Liabilities |
|
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Debt (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 26, 2023 | |||||||||||||||||||||||||||||||||||||
| Debt | |||||||||||||||||||||||||||||||||||||
| Schedule of principal maturities of debt outstanding | The principal maturities of debt outstanding at March 26, 2023, were as follows:
|
Leases (Tables) |
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 26, 2023 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Leases | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of maturities of lease liabilities | The following maturity analysis presents minimum expected operating lease payments at March 26, 2023:
|
Business Segments (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 26, 2023 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Business Segments | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of segment activity and total assets by segment | Segment information for fiscal year 2023, and for fiscal years ended 2022 and 2021 which have been restated to reflect the change in segments during fiscal 2022, is as follows (in thousands):
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Income Taxes (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 26, 2023 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Income Taxes | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Effective Income Tax Rate Reconciliation |
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| Provision for Income Taxes |
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| Deferred Tax Assets and Liabilities |
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Earnings Per Share (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 26, 2023 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Earnings Per Share | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Calculation of Basic and Diluted Earnings Per Common Share |
|
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Stock-Based Compensation (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 26, 2023 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-Based Compensation | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Performance Stock Unit activity |
|
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| Schedule of Stock Options |
|
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| Schedule of assumptions of Black-Scholes-Merton option pricing model |
|
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Discontinued Operations (Tables) |
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 26, 2023 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Discontinued Operations | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Summary of financial results of the retail segment discontinued operations |
|
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Organization (Details) |
12 Months Ended |
|---|---|
Mar. 26, 2023 | |
| US | Geographic Concentration Risk | Revenue | |
| Concentration Risk | |
| Concentration risk (as a percent) | 98.00% |
Summary of Significant Accounting Policies - FY, Allowance for Doubtful Accounts and Inventory (Details) - USD ($) |
12 Months Ended | ||
|---|---|---|---|
Mar. 26, 2023 |
Mar. 27, 2022 |
Mar. 28, 2021 |
|
| Fiscal Year | |||
| Fiscal year duration | 364 days | 364 days | 364 days |
| Allowance for Doubtful Accounts | |||
| Payment period from large majority of commercial customers | 30 days | ||
| Allowance for doubtful accounts | $ 3,340,300 | $ 1,057,800 | |
| Product Inventory | |||
| Reserves for excess or obsolescence inventory | $ 5,692,700 | $ 4,567,700 | |
| Minimum | |||
| Fiscal Year | |||
| Fiscal year duration | 364 days | ||
| Maximum | |||
| Fiscal Year | |||
| Fiscal year duration | 371 days | ||
Summary of Significant Accounting Policies - Property and Equipment (Details) |
12 Months Ended |
|---|---|
Mar. 26, 2023 | |
| Information technology equipment | Minimum | |
| Property and Equipment | |
| Useful Lives | 1 year |
| Information technology equipment | Maximum | |
| Property and Equipment | |
| Useful Lives | 3 years |
| Furniture, telephone system, equipment and tooling | Minimum | |
| Property and Equipment | |
| Useful Lives | 3 years |
| Furniture, telephone system, equipment and tooling | Maximum | |
| Property and Equipment | |
| Useful Lives | 10 years |
| Building, building improvements and leasehold improvements | Minimum | |
| Property and Equipment | |
| Useful Lives | 2 years |
| Building, building improvements and leasehold improvements | Maximum | |
| Property and Equipment | |
| Useful Lives | 40 years |
Summary of Significant Accounting Policies - Intangibles (Details) - USD ($) |
12 Months Ended | ||
|---|---|---|---|
Mar. 26, 2023 |
Mar. 27, 2022 |
Mar. 28, 2021 |
|
| Impairment of Long-Lived Assets | |||
| Impairment charges | $ 0 | $ 0 | $ 0 |
| Computer software, excluding ERP | Minimum | |||
| Intangibles and Other Long-Lived Assets | |||
| Useful life | 1 year | ||
| Computer software, excluding ERP | Maximum | |||
| Intangibles and Other Long-Lived Assets | |||
| Useful life | 7 years | ||
Summary of Significant Accounting Policies - Indefinite-Lived Intangible Assets and Other Long-Lived Assets (Details) - USD ($) $ in Millions |
12 Months Ended | ||
|---|---|---|---|
Mar. 26, 2023 |
Mar. 27, 2022 |
Mar. 28, 2021 |
|
| Summary of Significant Accounting Policies | |||
| Impairment loss on indefinite lived intangible assets | $ 0.0 | $ 0.0 | $ 0.0 |
| Other Long-Term Assets | |||
| Capitalized implementation costs | $ 6.6 | $ 5.7 | |
Summary of Significant Accounting Policies - Revenue Recognition, Expenses and Shipping and Handling Costs (Details) - USD ($) |
12 Months Ended | ||
|---|---|---|---|
Mar. 26, 2023 |
Mar. 27, 2022 |
Mar. 28, 2021 |
|
| Revenue Recognition | |||
| Accounts receivable, typical payment terms | 30 days | ||
| Shipping and Handling Costs | |||
| Shipping and handling costs | $ 14,731,500 | $ 13,249,600 | $ 10,036,100 |
| Income Taxes | |||
| Provision for tax uncertainties | $ 0 | $ 0 | $ 0 |
| Maximum | |||
| Revenue Recognition | |||
| Revenue recorded on net fee basis (as a percent) | 2.00% | ||
Property and Equipment (Details) - USD ($) |
12 Months Ended | ||
|---|---|---|---|
Mar. 26, 2023 |
Mar. 27, 2022 |
Mar. 28, 2021 |
|
| Property and Equipment | |||
| Property and equipment, gross | $ 39,935,900 | $ 39,106,400 | |
| Less accumulated depreciation | (29,470,600) | (28,270,500) | |
| Property and equipment, net | 10,465,300 | 10,835,900 | |
| Depreciation | 1,214,800 | 1,562,700 | $ 1,667,500 |
| Land | |||
| Property and Equipment | |||
| Property and equipment, gross | 4,740,800 | 4,740,800 | |
| Building, building improvements and leasehold improvements | |||
| Property and Equipment | |||
| Property and equipment, gross | 21,589,400 | 21,136,800 | |
| Information technology equipment | |||
| Property and Equipment | |||
| Property and equipment, gross | 4,929,500 | 4,598,100 | |
| Furniture, telephone system, equipment and tooling | |||
| Property and Equipment | |||
| Property and equipment, gross | $ 8,676,200 | $ 8,630,700 | |
Goodwill and Other Intangible Assets - Description (Details) - USD ($) |
12 Months Ended | ||
|---|---|---|---|
Mar. 26, 2023 |
Mar. 27, 2022 |
Mar. 28, 2021 |
|
| Goodwill and Other Intangible Assets | |||
| Capitalized computer software | $ 38,292,400 | $ 29,463,100 | |
| Indefinite lived intangible assets | 795,400 | 795,400 | $ 795,400 |
| Computer software | |||
| Goodwill and Other Intangible Assets | |||
| Amortization expense | $ 2,353,600 | $ 920,000 | $ 2,077,000 |
| Weighted-average remaining amortization period | 6 years 7 months 6 days | ||
| Computer software, ERP | |||
| Goodwill and Other Intangible Assets | |||
| Amortization period | 7 years | ||
Goodwill and Other Intangible Assets - Amortization (Details) |
Mar. 26, 2023
USD ($)
|
|---|---|
| Future annual amortization expense for intangible assets | |
| 2024 | $ 7,887,600 |
| 2025 | 7,617,700 |
| 2026 | 7,132,800 |
| 2027 | 6,338,100 |
| 2028 | 6,323,300 |
| Amortization expense for next five years | $ 35,299,500 |
Accrued expenses and other current liabilities - (Details) - USD ($) |
Mar. 26, 2023 |
Mar. 27, 2022 |
|---|---|---|
| Accrued expenses and other current liabilities | ||
| Allowances for product returns | $ 678,600 | $ 545,900 |
| Deferred revenue | 3,163,600 | |
| Other accrued expenses | 1,493,900 | 909,600 |
| Total accrued expenses and other current liabilities | 5,336,100 | 1,455,500 |
| Return asset | 500,000 | 400,000 |
| Return liability | $ 678,600 | $ 545,900 |
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 |
| Frequency of periodic payment | monthly |
| 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, excluding revolving line of credit |
Mar. 26, 2023
USD ($)
|
|---|---|
| Maturities of debt | |
| 2024 | $ 365,700 |
| 2025 | 378,200 |
| 2026 | 391,200 |
| 2027 | 404,600 |
| 2028 | 418,500 |
| Thereafter | 4,380,500 |
| Total | $ 6,338,700 |
Leases - Office space (Details) - USD ($) |
12 Months Ended | ||
|---|---|---|---|
Mar. 26, 2023 |
Mar. 27, 2022 |
Mar. 28, 2021 |
|
| Leases | |||
| Rent expense | $ 2,601,300 | $ 2,848,400 | $ 3,453,500 |
| Minimum | |||
| Leases | |||
| Lease term | 1 year | ||
| Maximum | |||
| Leases | |||
| Lease term | 5 years | ||
| Leased office space, Timonium, Maryland | Minimum | |||
| Leases | |||
| Base rental rate per month | $ 210,200 | ||
| Leased office space, Timonium, Maryland | Maximum | |||
| Leases | |||
| Base rental rate per month | 220,800 | ||
| Leased office space and warehouse space, Hunt Valley, Maryland | Minimum | |||
| Leases | |||
| Base rental rate per month | 43,000 | ||
| Leased office space and warehouse space, Hunt Valley, Maryland | Maximum | |||
| Leases | |||
| Base rental rate per month | $ 47,000 | ||
Leases - Quantitative information (Details) |
Mar. 26, 2023
USD ($)
|
|---|---|
| Schedule of minimum expected operating lease payments | |
| 2024 | $ 3,132,000 |
| 2025 | 3,203,700 |
| 2026 | 2,597,600 |
| 2027 | 218,300 |
| Total | 9,151,600 |
| Less: present value discount | (1,117,900) |
| Present value of lease liabilities | $ 8,033,700 |
| Operating Lease, Liability, Statement of Financial Position | Current portion of lease liability, Non-current portion of lease liability |
| Weighted-average discount rate: | 4.00% |
| Weighted-average remaining lease term | 3 years 7 months 6 days |
Business Segments - Segment Activity (Details) |
12 Months Ended | ||
|---|---|---|---|
|
Mar. 26, 2023
USD ($)
item
segment
|
Mar. 27, 2022
USD ($)
|
Mar. 28, 2021
USD ($)
segment
|
|
| Segments | |||
| Number of reportable segments | segment | 2 | 1 | |
| Market unit activity | |||
| Revenues | $ 452,064,700 | $ 417,544,800 | $ 373,340,700 |
| Gross Profit | 91,084,600 | 78,036,900 | 67,715,600 |
| Total assets | $ 232,600,400 | 202,513,300 | |
| Minimum | |||
| Segments | |||
| Number of product manufacturers for which Company is a distributor | item | 300 | ||
| Corporate | |||
| Market unit activity | |||
| Total assets | $ 147,504,000 | 127,012,000 | |
| Carrier Segment | |||
| Market unit activity | |||
| Revenues | 194,184,000 | 180,740,000 | 149,825,000 |
| Gross Profit | 28,291,000 | 20,985,000 | 16,585,000 |
| Carrier Segment | Segments | |||
| Market unit activity | |||
| Total assets | 42,169,000 | 38,705,000 | |
| Commercial Segment | |||
| Market unit activity | |||
| Revenues | 257,881,000 | 236,805,000 | 223,516,000 |
| Gross Profit | 62,794,000 | 57,052,000 | $ 51,131,000 |
| Commercial Segment | Segments | |||
| Market unit activity | |||
| Total assets | $ 42,927,000 | $ 36,797,000 | |
Shares Withheld (Details) - USD ($) |
12 Months Ended | ||
|---|---|---|---|
Mar. 26, 2023 |
Mar. 27, 2022 |
Mar. 28, 2021 |
|
| Shares Withheld | |||
| Tax withholding for share based compensation | $ 158,100 | $ 66,400 | $ 121,500 |
Retirement of Treasury Stock (Details) - USD ($) |
Jul. 02, 2020 |
Mar. 26, 2023 |
Mar. 27, 2022 |
Jun. 28, 2020 |
|---|---|---|---|---|
| Treasury stock (in shares) | 47,413 | 19,200 | 5,789,600 | |
| Treasury stock at cost | $ 287,300 | $ 129,200 | $ 58,555,000 | |
| Increase in unissued shares upon retirement | 5,789,600 | |||
| Common stock, authorized (in shares) | 15,000,000 | 15,000,000 | 15,000,000 | |
| Treasury Stock Retirement Resolutions 2020 | ||||
| Change to total stockholders' equity | $ 0 |
Income Taxes - Reconciliation (Details) |
12 Months Ended | ||
|---|---|---|---|
Mar. 26, 2023 |
Mar. 27, 2022 |
Mar. 28, 2021 |
|
| Effective income tax rate reconciliation | |||
| Statutory federal rate (as a percent) | 21.00% | 21.00% | 21.00% |
| State taxes, net of federal benefit (as a percent) | 4.70% | 0.70% | 3.40% |
| Non-deductible expenses (as a percent) | (2.40%) | (2.00%) | (1.20%) |
| Change in valuation allowance (as a percent) | (24.20%) | 5.20% | (7.60%) |
| Rate change for loss carrybacks (as a percent) | 0.00% | 6.20% | |
| Other (as a percent) | 0.80% | (0.40%) | (0.70%) |
| Effective rate (as a percent) | (0.10%) | 24.50% | 21.10% |
Income Taxes - Provision for Continuing Operations (Details) - USD ($) |
12 Months Ended | ||
|---|---|---|---|
Mar. 26, 2023 |
Mar. 27, 2022 |
Mar. 28, 2021 |
|
| Federal | |||
| Current | $ (44,900) | $ (1,229,200) | $ (4,263,700) |
| Deferred | (8,900) | 126,500 | (48,200) |
| State | |||
| Current | 62,300 | 38,500 | 16,700 |
| Deferred | (2,700) | (7,100) | 450,700 |
| Benefit from income taxes | $ 5,800 | $ (1,071,300) | $ (3,844,500) |
Income Taxes - Unrecognized tax benefits (Details) - USD ($) |
12 Months Ended | ||
|---|---|---|---|
Mar. 26, 2023 |
Mar. 27, 2022 |
Mar. 28, 2021 |
|
| Income Taxes | |||
| Unrecognized tax benefits | $ 0 | $ 0 | |
| Amount of interest and penalties related to tax uncertainties recognized | 0 | 0 | $ 0 |
| Cumulative amount of interest and penalties related to tax uncertainties | $ 0 | $ 0 | |
Retirement Plans - 401(k) (Details) - USD ($) |
12 Months Ended | ||
|---|---|---|---|
Mar. 26, 2023 |
Mar. 27, 2022 |
Mar. 28, 2021 |
|
| Retirement Plans | |||
| Defined contribution plan expense | $ 865,000 | $ 700,500 | $ 806,000 |
| Common stock shares included in plan assets (in shares) | 324,600 | ||
Retirement Plans - Supplemental Plan (Details) - USD ($) |
12 Months Ended | |
|---|---|---|
Mar. 26, 2023 |
Mar. 27, 2022 |
|
| Defined Benefit Plan | ||
| Plan type | us-gaap:SupplementalEmployeeRetirementPlanDefinedBenefitMember | us-gaap:SupplementalEmployeeRetirementPlanDefinedBenefitMember |
| Other long-term assets | ||
| Defined Benefit Plan | ||
| Cash surrender value of life insurance policy | $ 2,574,300 | $ 2,652,700 |
| Other long-term liabilities | ||
| Defined Benefit Plan | ||
| Net present value of benefit obligation | $ 680,500 | $ 753,200 |
Stock-Based Compensation - Plan (Details) - USD ($) |
12 Months Ended | ||
|---|---|---|---|
Mar. 26, 2023 |
Mar. 27, 2022 |
Mar. 28, 2021 |
|
| Stock-based compensation | |||
| Income tax benefit from share-based compensation (in dollars) | $ 14,700 | $ 365,500 | $ 255,600 |
| Number of shares available for grant (in shares) | 507,523 | ||
| Selling, general and administrative expenses | |||
| Stock-based compensation | |||
| Stock-based compensation (in dollars) | $ 1,099,300 | $ 1,338,900 | $ 1,211,000 |
Stock-Based Compensation - Stock Option - Additional information (Details) - USD ($) |
12 Months Ended | |
|---|---|---|
Mar. 26, 2023 |
Mar. 27, 2022 |
|
| Stock-based compensation | ||
| Options Exercised (in shares) | 0 | 2,500 |
| Exercise of stock options (in dollars) | $ 10,900 | |
| Options Exercised, weighted average exercise price (in dollars per share) | $ 4.36 | |
| Intrinsic value of stock options outstanding (in dollars) | $ 0 | |
| Intrinsic value of stock options currently exercisable (in dollars) | 0 | |
| Stock Options | ||
| Stock-based compensation | ||
| Unrecognized compensation costs (in dollars) | $ 400,000 | |
| Unrecognized compensation costs, period for recognition | 3 years | |
Stock-Based Compensation - Stock Purchase Plan (Details) - Team Member Stock Purchase Plan - USD ($) |
12 Months Ended | ||
|---|---|---|---|
Mar. 26, 2023 |
Mar. 27, 2022 |
Mar. 28, 2021 |
|
| Stock-based compensation | |||
| Number of shares authorized (in shares) | 450,000 | ||
| Purchase price of common stock (as a percent) | 85.00% | ||
| Purchase period | 6 months | ||
| Stock-based compensation (in dollars) | $ 51,700 | $ 54,400 | $ 61,500 |
| Shares sold to employees (in shares) | 36,639 | 30,169 | 40,493 |
| Weighted-average market value (in dollars per share) | $ 4.06 | $ 5.21 | $ 4.92 |
Fair Value Disclosure (Details) - Recurring - USD ($) |
Mar. 26, 2023 |
Mar. 27, 2022 |
|---|---|---|
| Fair Value | ||
| Assets, measured at fair value | $ 0 | $ 0 |
| Liabilities, measured at fair value | $ 0 | $ 0 |
Supplemental Cash Flow Information (Details) - USD ($) |
12 Months Ended | ||
|---|---|---|---|
Mar. 26, 2023 |
Mar. 27, 2022 |
Mar. 28, 2021 |
|
| Supplemental Cash Flow Information | |||
| (Refunds from) cash paid for income taxes, net | $ (3,748,500) | $ (4,247,900) | $ 21,000 |
| Cash paid for interest | 3,521,800 | 1,355,100 | 952,700 |
| Interest capitalized | $ 1,535,200 | $ 680,000 | $ 450,200 |
Concentration of Risk (Details) - Revenue |
12 Months Ended | ||
|---|---|---|---|
|
Mar. 26, 2023
item
customer
|
Mar. 27, 2022
customer
item
|
Mar. 28, 2021
customer
item
|
|
| Customer Concentration Risk | Top ten customers | |||
| Concentration Risk | |||
| Number of customers | 10 | 10 | 10 |
| Concentration risk (as a percent) | 36.00% | 35.00% | 34.00% |
| Customer Concentration Risk | Largest customer | |||
| Concentration Risk | |||
| Number of customers | 1 | ||
| Concentration risk (as a percent) | 10.00% | 11.00% | |
| Supplier Concentration Risk | Top ten suppliers | |||
| Concentration Risk | |||
| Number of suppliers | item | 10 | 10 | 10 |
| Concentration risk (as a percent) | 51.00% | 54.00% | 53.00% |
| Supplier Concentration Risk | Largest Supplier | |||
| Concentration Risk | |||
| Concentration risk (as a percent) | 29.00% | 29.00% | 29.00% |
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 | |
| Cash proceeds | $ 9.5 |
| Maximum royalty payments receivable | $ 3.0 |
| Royalty payment period | 4 years |
| Customer returns resale period | 2 years |
Subsequent Events (Details) - Subsequent Event - Alliance USAcqCo 2, Inc. and USAcqCo 2 Merger Sub, Inc. - Tessco Technologies Incorporated |
Apr. 11, 2023
$ / shares
|
|---|---|
| Subsequent Event | |
| Merger consideration (in dollars per share) | $ 9.00 |
| Consideration premium to closing price (as a percent) | 91.00% |
| Consideration premium to 30-day volume-weighted average stock price (as a percent) | 97.00% |
Schedule II - Valuation and Qualifying Accounts (Details) - USD ($) |
12 Months Ended | ||
|---|---|---|---|
Mar. 26, 2023 |
Mar. 27, 2022 |
Mar. 28, 2021 |
|
| Allowance for doubtful accounts: | |||
| Change in valuation allowances and reserves | |||
| Balance, beginning of period | $ 1,101,900 | $ 1,584,200 | $ 3,288,800 |
| Provision / expense (benefit) | 2,352,400 | 349,000 | (971,600) |
| Write-offs and other adjustments | (114,000) | (831,300) | (733,000) |
| Balance, end of period | 3,340,300 | 1,101,900 | 1,584,200 |
| Inventory Reserve: | |||
| Change in valuation allowances and reserves | |||
| Balance, beginning of period | 4,567,700 | 3,359,100 | 9,666,100 |
| Provision / expense (benefit) | 4,240,400 | 3,250,800 | 146,600 |
| Write-offs and other adjustments | (3,115,400) | (2,042,200) | (6,453,600) |
| Balance, end of period | 5,692,700 | 4,567,700 | 3,359,100 |
| Allowance for deferred tax asset: | |||
| Change in valuation allowances and reserves | |||
| Balance, beginning of period | 2,543,600 | 2,866,800 | 2,047,300 |
| Provision / expense (benefit) | 1,050,600 | (323,200) | 819,500 |
| Balance, end of period | $ 3,594,200 | $ 2,543,600 | $ 2,866,800 |