TESSCO TECHNOLOGIES INC, 10-K filed on 5/26/2023
Annual Report
v3.23.1
Document and Entity Information - USD ($)
12 Months Ended
Mar. 26, 2023
May 19, 2023
Sep. 25, 2022
Cover [Abstract]      
Document Type 10-K    
Document Annual Report true    
Document Period End Date Mar. 26, 2023    
Document Transition Report false    
Entity File Number 001-33938    
Entity Registrant Name TESSCO Technologies Incorporated    
Entity Incorporation, State or Country Code DE    
Entity Tax Identification Number 52-0729657    
Entity Address, Address Line One 11126 McCormick Road    
Entity Address, City or Town Hunt Valley    
Entity Address, State or Province MD    
Entity Address, Postal Zip Code 21031    
City Area Code 410    
Local Phone Number 229-1000    
Title of 12(b) Security Common Stock    
Trading Symbol TESS    
Security Exchange Name NASDAQ    
Entity Well-known Seasoned Issuer No    
Entity Voluntary Filers No    
Entity Current Reporting Status Yes    
Entity Interactive Data Current Yes    
Entity Filer Category Non-accelerated Filer    
Entity Small Business true    
Entity Emerging Growth Company false    
ICFR Auditor Attestation Flag true    
Entity Shell Company false    
Entity Public Float     $ 36,909,325
Entity Common Stock, Shares Outstanding   9,249,704  
Auditor Name Ernst & Young LLP    
Auditor Location Baltimore, Maryland    
Auditor Firm ID 42    
Entity Central Index Key 0000927355    
Current Fiscal Year End Date --03-26    
Document Fiscal Year Focus 2023    
Document Fiscal Period Focus FY    
Amendment Flag false    
v3.23.1
Consolidated Balance Sheets - USD ($)
Mar. 26, 2023
Mar. 27, 2022
Current assets:    
Cash and cash equivalents $ 777,200 $ 1,754,000
Trade accounts receivable, net 82,999,700 75,546,300
Product inventory, net 73,353,700 55,945,300
Income taxes receivable 3,685,100 4,293,400
Prepaid expenses and other current assets 3,611,300 2,961,700
Total current assets 164,427,000 140,500,700
Property and equipment, net 10,465,300 10,835,900
Intangible assets, net 40,757,100 30,595,600
Income taxes receivable, non-current   3,118,600
Lease asset - right of use 7,866,000 8,910,400
Other long-term assets 9,085,000 8,552,100
Total assets 232,600,400 202,513,300
Current liabilities:    
Trade accounts payable 69,771,900 65,254,900
Payroll, benefits and taxes 3,824,300 5,230,500
Sales tax liabilities 1,389,800 1,188,100
Accrued expenses and other current liabilities 5,336,100 1,455,500
Current portion of lease liability 2,519,800 2,566,300
Current portion of long-term debt 350,100 340,300
Total current liabilities 83,192,000 76,035,600
Deferred tax liabilities, net 133,500 145,600
Revolving line of credit 64,191,600 36,914,600
Non-current portion of lease liability 5,513,900 6,586,200
Long-term debt 5,772,700 6,155,000
Other non-current liabilities 680,500 753,200
Total liabilities 159,484,200 126,590,200
Shareholders' equity:    
Common stock, $0.01 par value per share, 15,000,000 shares authorized, 9,296,810 shares issued and 9,249,397 shares outstanding as of March 26, 2023, and 9,013,449 shares issued and 8,994,249 shares outstanding as of March 27, 2022 108,300 105,900
Additional paid-in capital 70,861,900 69,166,100
Treasury stock, at cost, 47,413 shares as of March 26, 2023 and 19,200 shares as of March 27, 2022 (287,300) (129,200)
Retained earnings 2,433,300 6,780,300
Total shareholders' equity 73,116,200 75,923,100
Total liabilities and shareholders' equity $ 232,600,400 $ 202,513,300
v3.23.1
Consolidated Balance Sheets (Parenthetical) - $ / shares
Mar. 26, 2023
Mar. 27, 2022
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
v3.23.1
Consolidated Statements of Income (Loss) - USD ($)
12 Months Ended
Mar. 26, 2023
Mar. 27, 2022
Mar. 28, 2021
Consolidated Statements of Income (Loss)      
Revenues $ 452,064,700 $ 417,544,800 $ 373,340,700
Cost of goods sold 360,980,100 339,507,900 305,625,100
Gross profit 91,084,600 78,036,900 67,715,600
Selling, general and administrative expenses 93,198,100 81,543,400 85,507,100
Operating income (loss) (2,113,500) (3,506,500) (17,791,500)
Interest expense, net 2,227,700 876,900 426,300
Income (loss) from continuing operations before income taxes (4,341,200) (4,383,400) (18,217,800)
Provision for (benefit from) income taxes 5,800 (1,071,300) (3,844,500)
Net income (loss) from continuing operations (4,347,000) (3,312,100) (14,373,300)
Income (loss) from discontinued operations, net of taxes   611,300 5,630,400
Net income (loss) $ (4,347,000) $ (2,700,800) $ (8,742,900)
Basic income (loss) per share      
Continuing operations (in dollars per share) $ (0.47) $ (0.37) $ (1.65)
Discontinued operations (in dollars per share)   0.07 0.65
Consolidated operations (in dollars per share) (0.47) (0.30) (1.01)
Diluted income (loss) income per share      
Continuing operations (in dollars per share) (0.47) (0.37) (1.65)
Discontinued operations (in dollars per share)   0.07 0.65
Consolidated operations (in dollars per share) $ (0.47) $ (0.30) $ (1.01)
Basic weighted-average common shares outstanding (in shares) 9,160,805 8,927,837 8,697,369
Diluted weighted-average common shares outstanding (in shares) 9,160,805 8,927,837 8,697,369
v3.23.1
Consolidated Statements of Changes in Shareholders' Equity - USD ($)
Common Stock
Additional Paid-in Capital
Treasury Stock
Retained Earnings
Total
Balance at Mar. 29, 2020 $ 101,400 $ 65,318,500 $ (58,496,200) $ 76,779,000 $ 83,702,700
Balance (in shares) at Mar. 29, 2020 8,577,549        
Increase (Decrease) in Stockholders' Equity          
Proceeds from issuance of stock $ 1,300 699,700     701,000
Proceeds from issuance of stock (in shares) 130,907        
Treasury stock purchases     (121,600)   (121,600)
Treasury stock purchases (in shares) (23,031)        
Non-cash stock compensation expense $ 1,500 1,209,500     1,211,000
Non-cash stock compensation expense (in shares) 148,408        
Retirement of treasury stock     58,555,000 (58,555,000)  
Net income (loss)       (8,742,900) (8,742,900)
Balance at Mar. 28, 2021 $ 104,200 67,227,700 (62,800) 9,481,100 76,750,200
Balance (in shares) at Mar. 28, 2021 8,833,833        
Increase (Decrease) in Stockholders' Equity          
Issuance of common stock for 401k match $ 700 432,100     432,800
Issuance of common stock for 401k match (in shares) 67,556        
Proceeds from issuance of stock $ 300 157,200     157,500
Proceeds from issuance of stock (in shares) 30,169        
Treasury stock purchases     (66,400)   (66,400)
Treasury stock purchases (in shares) (8,950)        
Non-cash stock compensation expense $ 700 1,338,200     1,338,900
Non-cash stock compensation expense (in shares) 69,141        
Exercise of stock options (in dollars)   10,900     $ 10,900
Exercise of stock options (in shares) 2,500       2,500
Net income (loss)       (2,700,800) $ (2,700,800)
Balance at Mar. 27, 2022 $ 105,900 69,166,100 (129,200) 6,780,300 $ 75,923,100
Balance (in shares) at Mar. 27, 2022 8,994,249       8,994,249
Increase (Decrease) in Stockholders' Equity          
Issuance of common stock for 401k match $ 900 448,900     $ 449,800
Issuance of common stock for 401k match (in shares) 87,445        
Proceeds from issuance of stock $ 400 148,700     149,100
Proceeds from issuance of stock (in shares) 36,639        
Treasury stock purchases     (158,100)   (158,100)
Treasury stock purchases (in shares) (27,248)        
Non-cash stock compensation expense $ 1,100 1,098,200     $ 1,099,300
Non-cash stock compensation expense (in shares) 158,312        
Exercise of stock options (in shares)         0
Net income (loss)       (4,347,000) $ (4,347,000)
Balance at Mar. 26, 2023 $ 108,300 $ 70,861,900 $ (287,300) $ 2,433,300 $ 73,116,200
Balance (in shares) at Mar. 26, 2023 9,249,397       9,249,397
v3.23.1
Consolidated Statements of Cash Flows - USD ($)
12 Months Ended
Mar. 26, 2023
Mar. 27, 2022
Mar. 28, 2021
CASH FLOWS FROM OPERATING ACTIVITIES:      
Net income (loss) $ (4,347,000) $ (2,700,800) $ (8,742,900)
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities:      
Depreciation and amortization 3,868,400 2,484,900 3,744,500
Gain on sale of discontinued operations     (3,020,800)
Stock-based compensation expense 1,099,300 1,338,900 1,211,000
Deferred income taxes (12,100) 119,100 3,032,500
Change in trade accounts receivable (7,453,400) (5,500,600) 12,676,000
Change in product inventory (17,408,400) (1,688,400) 9,279,900
Change in prepaid expenses and other current assets (462,300) 1,294,200 2,678,200
Change in income taxes receivable 3,726,900 3,020,500 (4,685,800)
Change in other assets and other liabilities (1,394,400) (1,731,000) (3,304,200)
Change in trade accounts payable 7,371,000 2,514,700 (15,197,600)
Change in payroll, benefits and taxes (1,406,200) (1,049,300) 2,021,500
Change in sales tax liabilities 201,700 384,200 353,100
Change in accrued expenses and other current liabilities 4,257,500 (982,200) (729,600)
Net cash provided by (used in) operating activities (11,959,000) (2,495,800) (684,200)
CASH FLOWS FROM INVESTING ACTIVITIES      
Capital expenditures (15,708,500) (9,500,800) (11,855,900)
Proceeds from sale of discontinued operations     9,201,500
Net cash provided by (used in) investing activities (15,708,500) (9,500,800) (2,654,400)
CASH FLOWS FROM FINANCING ACTIVITIES      
Net borrowings (repayments) from revolving line of credit short term     (25,565,300)
Borrowings from revolving line of credit long term 278,965,500 266,634,400 137,868,500
Repayments to revolving line of credit long term (251,688,500) (260,303,000) (107,283,900)
Payments of debt issuance costs (222,300) (224,100) (698,300)
Payments on long term debt (353,500) (57,800)  
Proceeds from debt issuance   6,500,000  
Proceeds from issuance of stock 147,600 157,500 199,200
Repurchase of stock from employees and directors for minimum tax withholdings (158,100) (66,400) (121,600)
Net cash provided by (used in) financing activities 26,690,700 12,640,600 4,398,600
Net increase (decrease) in cash and cash equivalents (976,800) 644,000 1,060,000
CASH AND CASH EQUIVALENTS, beginning of period 1,754,000 1,110,000 50,000
CASH AND CASH EQUIVALENTS, end of period 777,200 1,754,000 1,110,000
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION      
Capital expenditures included in accounts payable $ 1,640,900 4,494,900 $ 1,170,300
Right-of-use asset acquired in exchange for lease liability   $ 247,400  
v3.23.1
Organization
12 Months Ended
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.

v3.23.1
Summary of Significant Accounting Policies
12 Months Ended
Mar. 26, 2023
Summary of Significant Accounting Policies  
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:

    

Useful lives

 

Information technology equipment

 

1

-

3

years

Furniture, telephone system, equipment and tooling

 

3

-

10

years

Building, building improvements and leasehold improvements

 

2

-

40

years

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 one 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.

v3.23.1
Property and Equipment
12 Months Ended
Mar. 26, 2023
Property and Equipment  
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:

    

2023

    

2022

 

 

Land

$

4,740,800

$

4,740,800

Building, building improvements and leasehold improvements

 

21,589,400

 

21,136,800

Information technology equipment

 

4,929,500

 

4,598,100

Furniture, telephone system, equipment and tooling

 

8,676,200

 

8,630,700

 

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 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.

v3.23.1
Goodwill and Other Intangible Assets
12 Months Ended
Mar. 26, 2023
Goodwill and Other Intangible Assets  
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:

2024

$

7,887,600

2025

7,617,700

2026

7,132,800

2027

6,338,100

2028

6,323,300

$

35,299,500

v3.23.1
Accrued expenses and other current liabilities
12 Months Ended
Mar. 26, 2023
Accrued expenses and other current liabilities  
Accrued expenses and other current liabilities

Note 5. Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following:

    

March 26, 2023

    

March 27, 2022

 

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

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.

v3.23.1
Borrowings Under Revolving Credit Facility
12 Months Ended
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 six consecutive months and Excess Availability is at least $22.5 million for thirty consecutive days.

v3.23.1
Debt
12 Months Ended
Mar. 26, 2023
Debt  
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:

Fiscal Year

2024

$

365,700

2025

378,200

2026

391,200

2027

404,600

2028

418,500

Thereafter

4,380,500

Total

$

6,338,700

v3.23.1
Leases
12 Months Ended
Mar. 26, 2023
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:

2024

$

3,132,000

2025

3,203,700

2026

2,597,600

2027

218,300

2028

Thereafter

Total

9,151,600

Less: present value discount

(1,117,900)

Present value of lease liabilities

$

8,033,700

Weighted-average discount rate:

4.0%

Weighted-average remaining lease term

3.6 years

v3.23.1
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.

v3.23.1
Business Segments
12 Months Ended
Mar. 26, 2023
Business Segments  
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):

Fiscal Year Ended

March 26, 2023

March 27, 2022

March 28, 2021

Revenues

Carrier

$

194,184

$

180,740

$

149,825

Commercial

257,881

236,805

223,516

Total revenues

$

452,065

$

417,545

$

373,341

Gross Profit

Carrier

$

28,291

$

20,985

$

16,585

Commercial

62,794

57,052

51,131

Total gross profit

$

91,085

$

78,037

$

67,716

Total Assets

2023

2022

Carrier

$

42,169

$

38,705

Commercial

42,927

36,797

Corporate

147,504

127,012

Total Assets

$

232,600

$

202,513

The CODM reviews segment results using gross profit as the segment measure of profit or loss and the Company does not allocate expenses below gross profit to the segments.

v3.23.1
Shares Withheld
12 Months Ended
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.

v3.23.1
Retirement of Treasury Stock
12 Months Ended
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.

v3.23.1
Income Taxes
12 Months Ended
Mar. 26, 2023
Income Taxes  
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:

    

2023

    

2022

    

2021

 

 

Statutory federal rate

 

21.0

%  

21.0

%  

21.0

%

State taxes, net of federal benefit

 

4.7

0.7

3.4

Non-deductible expenses

 

(2.4)

(2.0)

(1.2)

Change in valuation allowance

(24.2)

5.2

(7.6)

Rate change for loss carrybacks

0.0

6.2

Other

 

0.8

(0.4)

(0.7)

Effective rate

 

(0.1)

%  

24.5

%  

21.1

%

The provision for income taxes from continuing operations was comprised of the following:

    

2023

    

2022

    

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)

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:

    

2023

    

2022

 

Deferred tax assets:

Deferred compensation

$

126,400

$

202,000

Accrued vacation

 

107,000

 

145,700

Deferred rent

 

1,784,000

 

2,100,400

Allowance for doubtful accounts

 

706,200

 

246,200

Inventory reserves

 

1,161,500

 

1,042,800

Sales tax reserves

 

17,500

 

127,600

Sales return assets

126,800

125,300

Net operating loss

2,377,000

1,969,800

Business interest limitation carryforward

1,033,100

555,300

Other assets

 

1,753,300

 

1,486,300

9,192,800

8,001,400

Valuation allowance

(3,594,200)

(2,543,600)

Total deferred tax assets

5,598,600

5,457,800

Deferred tax liabilities:

Depreciation and amortization

 

(3,034,500)

 

(2,784,600)

Sales return liabilities

 

(87,100)

(90,000)

Lease right of use

(1,721,100)

(2,035,500)

Prepaid expenses and other liabilities

 

(889,400)

 

(693,300)

Total deferred tax liabilities

(5,732,100)

(5,603,400)

Net deferred tax (liability) assets

$

(133,500)

$

(145,600)

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.

v3.23.1
Retirement Plans
12 Months Ended
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 March 26, 2023, and $2,652,700 and $753,200, respectively, as of March 27, 2022, 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.

v3.23.1
Earnings Per Share
12 Months Ended
Mar. 26, 2023
Earnings Per Share  
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:

 

Fiscal Year

Amounts in thousands, except per share amounts

 

2023

2022

 

2021

Earnings per share from continuing operations – Basic:

    

    

    

    

Net loss

$

(4,347)

$

(3,312)

$

(14,373)

Less: Distributed and undistributed earnings allocated to nonvested stock

 

 

 

Earnings available (loss attributable) to common shareholders – Basic

$

(4,347)

$

(3,312)

$

(14,373)

Weighted average common shares outstanding – Basic

 

9,161

 

8,928

 

8,697

Earnings (loss) per common share from continuing operations – Basic

$

(0.47)

$

(0.37)

$

(1.65)

Earnings per share – Diluted:

Net income (loss)

$

(4,347)

$

(3,312)

$

(14,373)

Less: Distributed and undistributed earnings allocated to nonvested stock

 

 

 

Earnings available (loss attributable) to common shareholders – Diluted

$

(4,347)

$

(3,312)

$

(14,373)

Weighted average common shares outstanding – Basic

 

9,161

 

8,928

 

8,697

Effect of dilutive options

 

 

 

Weighted average common shares outstanding – Diluted

 

9,161

 

8,928

 

8,697

Earnings (loss) per common share from continuing operations – Diluted

$

(0.47)

$

(0.37)

$

(1.65)

Anti-dilutive equity awards not included above

 

565

 

813

 

755

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.

v3.23.1
Stock-Based Compensation
12 Months Ended
Mar. 26, 2023
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:

 

2023

    

2022

2021

 

 

Weighted

Weighted

 

Weighted

 

 

Average Fair

Average Fair

 

Average Fair

 

Shares

Value at Grant

Shares

Value at Grant

Shares

Value at Grant

Unvested shares available for issue under outstanding PSUs, beginning of period

100,039

$

10.44

 

13,552

$

14.57

68,355

$

15.00

PSUs Granted

 

 

96,603

 

7.32

 

PSUs Vested

(51,737)

 

7.73

 

(7,930)

 

13.89

(21,690)

 

14.21

PSUs Forfeited/Cancelled

(48,302)

 

7.32

 

(2,186)

 

13.79

(33,113)

 

15.69

Unvested shares available for issue under outstanding PSUs, end of period

$

 

100,039

$

10.44

13,552

$

14.57

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 four 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 1/36 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.

 

2023

    

2022

 

Weighted

Weighted

 

Average Fair

Average Fair

Shares

Value at Grant

Shares

Value at Grant

Unvested options, beginning of period

349,377

$

2.83

 

383,670

1.47

Options Granted

10,000

 

2.65

 

194,500

3.62

Options Forfeited/Cancelled, net of vested options

(13,750)

 

7.18

 

(83,500)

5.64

Options Vested

(174,896)

 

2.78

 

(145,293)

2.20

Unvested options, end of period

170,730

2.83

349,377

2.83

March 26, 2023

Grant Fiscal Year

Options Granted

Option Exercise Price

Options Outstanding

Options Exercisable

2023

10,000

$

5.36

10,000

-

2022

194,500

$

7.22

154,500

69,583

2021

240,000

$

4.70

110,000

76,354

2020

405,000

$

13.54

307,000

264,832

2019

66,500

$

16.31

18,000

18,000

2018

230,000

$

15.12

60,000

60,000

2017

410,000

$

12.57

-

-

Total

659,500

488,770

Grant Fiscal Year

Expected Stock Price Volatility

Risk-Free Interest Rate

Expected Dividend Yield

Average Expected Term

Resulting Black Scholes Value

2023

47.98

%

3.09

%

0.00

%

6.0

$

2.65

2022

50.94

%

1.93

%

0.00

%

6.0

$

3.62

2021

46.82

%

1.17

%

0.00

%

4.0

$

2.05

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.

v3.23.1
Fair Value Disclosure
12 Months Ended
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:

Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets, and quoted prices for identical or similar assets or liabilities in markets that are not active.
Level 3: Unobservable inputs for the asset or liability that reflect the reporting entity’s own assumptions about the inputs used in pricing the asset or liability.

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.

v3.23.1
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.

v3.23.1
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.

v3.23.1
Discontinued Operations
12 Months Ended
Mar. 26, 2023
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 March 26, 2023, March 27, 2022, and March 28, 2021:

 

Fiscal Years Ended

 

    

March 26, 2023

    

March 27, 2022

    

March 28, 2021

    

Revenues

$

$

3,117,300

$

86,728,300

Cost of goods sold

 

 

2,090,700

 

74,238,800

Gross profit

 

 

1,026,600

 

12,489,500

Selling, general and administrative expenses

 

 

448,600

 

7,652,100

Income (loss) from operations

 

 

578,000

 

4,837,400

Gain on disposal

3,020,800

Income (loss) from operations before income taxes

 

 

578,000

 

7,858,200

Provision for (benefit from) income taxes

 

 

(33,300)

 

2,227,800

Net income (loss) attributable to discontinued operations

$

$

611,300

$

5,630,400

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.

v3.23.1
Subsequent Events
12 Months Ended
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).

v3.23.1
Schedule II - Valuation and Qualifying Accounts
12 Months Ended
Mar. 26, 2023
Schedule II - Valuation and Qualifying Accounts  
Schedule II - Valuation and Qualifying Accounts

Schedule II: Valuation and Qualifying Accounts

For the fiscal years ended:

    

2023

    

2022

    

2021

 

Allowance for doubtful accounts:

Balance, beginning of period

$

1,101,900

$

1,584,200

$

3,288,800

Provision for bad debts and other adjustments

 

2,352,400

 

349,000

 

(971,600)

Write-offs

 

(114,000)

 

(831,300)

 

(733,000)

Balance, end of period

$

3,340,300

$

1,101,900

$

1,584,200

    

2023

    

2022

    

2021

 

Inventory Reserve:

Balance, beginning of period

$

4,567,700

$

3,359,100

$

9,666,100

Inventory reserve expense

 

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

    

2023

    

2022

    

2021

Allowance for deferred tax asset:

Balance, beginning of period

$

2,543,600

$

2,866,800

$

2,047,300

Income tax expense (benefit)

1,050,600

(323,200)

819,500

Write-offs and other adjustments

Balance, end of period

$

3,594,200

$

2,543,600

$

2,866,800

v3.23.1
Summary of Significant Accounting Policies (Policies)
12 Months Ended
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.

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.

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.

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.

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.

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:

    

Useful lives

 

Information technology equipment

 

1

-

3

years

Furniture, telephone system, equipment and tooling

 

3

-

10

years

Building, building improvements and leasehold improvements

 

2

-

40

years

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

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 one to seven years.

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.

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.

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.

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.

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.

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.

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.

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.

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.

v3.23.1
Summary of Significant Accounting Policies (Tables)
12 Months Ended
Mar. 26, 2023
Summary of Significant Accounting Policies  
Property and Equipment Useful Life

    

Useful lives

 

Information technology equipment

 

1

-

3

years

Furniture, telephone system, equipment and tooling

 

3

-

10

years

Building, building improvements and leasehold improvements

 

2

-

40

years

v3.23.1
Property and Equipment (Tables)
12 Months Ended
Mar. 26, 2023
Property and Equipment  
Property and Equipment

    

2023

    

2022

 

 

Land

$

4,740,800

$

4,740,800

Building, building improvements and leasehold improvements

 

21,589,400

 

21,136,800

Information technology equipment

 

4,929,500

 

4,598,100

Furniture, telephone system, equipment and tooling

 

8,676,200

 

8,630,700

 

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

v3.23.1
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:

2024

$

7,887,600

2025

7,617,700

2026

7,132,800

2027

6,338,100

2028

6,323,300

$

35,299,500

v3.23.1
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

    

March 26, 2023

    

March 27, 2022

 

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

v3.23.1
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:

Fiscal Year

2024

$

365,700

2025

378,200

2026

391,200

2027

404,600

2028

418,500

Thereafter

4,380,500

Total

$

6,338,700

v3.23.1
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:

2024

$

3,132,000

2025

3,203,700

2026

2,597,600

2027

218,300

2028

Thereafter

Total

9,151,600

Less: present value discount

(1,117,900)

Present value of lease liabilities

$

8,033,700

Weighted-average discount rate:

4.0%

Weighted-average remaining lease term

3.6 years

v3.23.1
Business Segments (Tables)
12 Months Ended
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):

Fiscal Year Ended

March 26, 2023

March 27, 2022

March 28, 2021

Revenues

Carrier

$

194,184

$

180,740

$

149,825

Commercial

257,881

236,805

223,516

Total revenues

$

452,065

$

417,545

$

373,341

Gross Profit

Carrier

$

28,291

$

20,985

$

16,585

Commercial

62,794

57,052

51,131

Total gross profit

$

91,085

$

78,037

$

67,716

Total Assets

2023

2022

Carrier

$

42,169

$

38,705

Commercial

42,927

36,797

Corporate

147,504

127,012

Total Assets

$

232,600

$

202,513

v3.23.1
Income Taxes (Tables)
12 Months Ended
Mar. 26, 2023
Income Taxes  
Effective Income Tax Rate Reconciliation

    

2023

    

2022

    

2021

 

 

Statutory federal rate

 

21.0

%  

21.0

%  

21.0

%

State taxes, net of federal benefit

 

4.7

0.7

3.4

Non-deductible expenses

 

(2.4)

(2.0)

(1.2)

Change in valuation allowance

(24.2)

5.2

(7.6)

Rate change for loss carrybacks

0.0

6.2

Other

 

0.8

(0.4)

(0.7)

Effective rate

 

(0.1)

%  

24.5

%  

21.1

%

Provision for Income Taxes

    

2023

    

2022

    

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)

Deferred Tax Assets and Liabilities

    

2023

    

2022

 

Deferred tax assets:

Deferred compensation

$

126,400

$

202,000

Accrued vacation

 

107,000

 

145,700

Deferred rent

 

1,784,000

 

2,100,400

Allowance for doubtful accounts

 

706,200

 

246,200

Inventory reserves

 

1,161,500

 

1,042,800

Sales tax reserves

 

17,500

 

127,600

Sales return assets

126,800

125,300

Net operating loss

2,377,000

1,969,800

Business interest limitation carryforward

1,033,100

555,300

Other assets

 

1,753,300

 

1,486,300

9,192,800

8,001,400

Valuation allowance

(3,594,200)

(2,543,600)

Total deferred tax assets

5,598,600

5,457,800

Deferred tax liabilities:

Depreciation and amortization

 

(3,034,500)

 

(2,784,600)

Sales return liabilities

 

(87,100)

(90,000)

Lease right of use

(1,721,100)

(2,035,500)

Prepaid expenses and other liabilities

 

(889,400)

 

(693,300)

Total deferred tax liabilities

(5,732,100)

(5,603,400)

Net deferred tax (liability) assets

$

(133,500)

$

(145,600)

v3.23.1
Earnings Per Share (Tables)
12 Months Ended
Mar. 26, 2023
Earnings Per Share  
Calculation of Basic and Diluted Earnings Per Common Share

 

Fiscal Year

Amounts in thousands, except per share amounts

 

2023

2022

 

2021

Earnings per share from continuing operations – Basic:

    

    

    

    

Net loss

$

(4,347)

$

(3,312)

$

(14,373)

Less: Distributed and undistributed earnings allocated to nonvested stock

 

 

 

Earnings available (loss attributable) to common shareholders – Basic

$

(4,347)

$

(3,312)

$

(14,373)

Weighted average common shares outstanding – Basic

 

9,161

 

8,928

 

8,697

Earnings (loss) per common share from continuing operations – Basic

$

(0.47)

$

(0.37)

$

(1.65)

Earnings per share – Diluted:

Net income (loss)

$

(4,347)

$

(3,312)

$

(14,373)

Less: Distributed and undistributed earnings allocated to nonvested stock

 

 

 

Earnings available (loss attributable) to common shareholders – Diluted

$

(4,347)

$

(3,312)

$

(14,373)

Weighted average common shares outstanding – Basic

 

9,161

 

8,928

 

8,697

Effect of dilutive options

 

 

 

Weighted average common shares outstanding – Diluted

 

9,161

 

8,928

 

8,697

Earnings (loss) per common share from continuing operations – Diluted

$

(0.47)

$

(0.37)

$

(1.65)

Anti-dilutive equity awards not included above

 

565

 

813

 

755

v3.23.1
Stock-Based Compensation (Tables)
12 Months Ended
Mar. 26, 2023
Stock-Based Compensation  
Schedule of Performance Stock Unit activity

 

2023

    

2022

2021

 

 

Weighted

Weighted

 

Weighted

 

 

Average Fair

Average Fair

 

Average Fair

 

Shares

Value at Grant

Shares

Value at Grant

Shares

Value at Grant

Unvested shares available for issue under outstanding PSUs, beginning of period

100,039

$

10.44

 

13,552

$

14.57

68,355

$

15.00

PSUs Granted

 

 

96,603

 

7.32

 

PSUs Vested

(51,737)

 

7.73

 

(7,930)

 

13.89

(21,690)

 

14.21

PSUs Forfeited/Cancelled

(48,302)

 

7.32

 

(2,186)

 

13.79

(33,113)

 

15.69

Unvested shares available for issue under outstanding PSUs, end of period

$

 

100,039

$

10.44

13,552

$

14.57

Schedule of Stock Options

 

2023

    

2022

 

Weighted

Weighted

 

Average Fair

Average Fair

Shares

Value at Grant

Shares

Value at Grant

Unvested options, beginning of period

349,377

$

2.83

 

383,670

1.47

Options Granted

10,000

 

2.65

 

194,500

3.62

Options Forfeited/Cancelled, net of vested options

(13,750)

 

7.18

 

(83,500)

5.64

Options Vested

(174,896)

 

2.78

 

(145,293)

2.20

Unvested options, end of period

170,730

2.83

349,377

2.83

March 26, 2023

Grant Fiscal Year

Options Granted

Option Exercise Price

Options Outstanding

Options Exercisable

2023

10,000

$

5.36

10,000

-

2022

194,500

$

7.22

154,500

69,583

2021

240,000

$

4.70

110,000

76,354

2020

405,000

$

13.54

307,000

264,832

2019

66,500

$

16.31

18,000

18,000

2018

230,000

$

15.12

60,000

60,000

2017

410,000

$

12.57

-

-

Total

659,500

488,770

Schedule of assumptions of Black-Scholes-Merton option pricing model

v3.23.1
Discontinued Operations (Tables)
12 Months Ended
Mar. 26, 2023
Discontinued Operations  
Summary of financial results of the retail segment discontinued operations

 

Fiscal Years Ended

 

    

March 26, 2023

    

March 27, 2022

    

March 28, 2021

    

Revenues

$

$

3,117,300

$

86,728,300

Cost of goods sold

 

 

2,090,700

 

74,238,800

Gross profit

 

 

1,026,600

 

12,489,500

Selling, general and administrative expenses

 

 

448,600

 

7,652,100

Income (loss) from operations

 

 

578,000

 

4,837,400

Gain on disposal

3,020,800

Income (loss) from operations before income taxes

 

 

578,000

 

7,858,200

Provision for (benefit from) income taxes

 

 

(33,300)

 

2,227,800

Net income (loss) attributable to discontinued operations

$

$

611,300

$

5,630,400

v3.23.1
Organization (Details)
12 Months Ended
Mar. 26, 2023
US | Geographic Concentration Risk | Revenue  
Concentration Risk  
Concentration risk (as a percent) 98.00%
v3.23.1
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    
v3.23.1
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
v3.23.1
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    
v3.23.1
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  
v3.23.1
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%    
v3.23.1
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  
v3.23.1
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    
v3.23.1
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
v3.23.1
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
v3.23.1
Borrowings Under Revolving Credit Facility - Credit Agreements (Details) - Revolving Credit Facility
12 Months Ended
Jan. 01, 2023
USD ($)
Dec. 08, 2022
USD ($)
Jan. 05, 2022
USD ($)
Jul. 12, 2021
Oct. 29, 2020
USD ($)
item
Mar. 26, 2023
USD ($)
Dec. 31, 2022
USD ($)
Credit Facility              
Maximum borrowing capacity   $ 105,000,000 $ 80,000,000   $ 75,000,000    
Amount of Availability Block   10,000,000 $ 10,000,000   $ 10,000,000 $ 10,000,000  
Current borrowing capacity   95,000,000          
Maximum aggregate commitment amount   $ 155,000,000          
Borrowing base as a percent of eligible accounts         85.00%    
Amount of current Aged Inventory Cap           2,250,000  
Amount of future Aged Inventory Cap         $ 2,000,000    
Fixed charge coverage ratio     1   1    
Interest expense           1,749,900  
Capitalized interest           1,535,200  
Fee on unused portion of revolving credit facility (as a percent)         0.25%    
Unused line fee, if usage is greater than 50% (as a percent)   0.25%          
Unused line fee, usage threshold for determine rate (as a percent)   50.00%          
Unused line fee, if usage is less than 50%   0.50%          
Number of financial covenants | item         1    
Percentage of maximum amount of credit facility         15.00%    
Debt instrument, excess availability, threshold amount $ 15,000,000       $ 15,750,000    
Outstanding balance           64,200,000  
Available borrowing capacity           $ 30,800,000  
Increase of applicable rate upon event of default (as a percent)         2.00%    
Reduction in applicable rates and fees (as a percent)       0.25%      
Maximum borrowing availability without maintaining fixed charge coverage ratio $ 65,000,000           $ 70,000,000
Inventory Cap   $ 42,000,000          
Minimum              
Credit Facility              
Inventory age         180 days    
Maximum              
Credit Facility              
Inventory age         181 days    
SOFR              
Credit Facility              
Adjustment to base interest rate (as a percent)   0.10%          
Debt Instrument Covenant, If Fixed Coverage Ratio is Less Than 1.10 | LIBOR              
Credit Facility              
Interest rate spread on variable rate basis (as a percent)         2.25%    
Debt Instrument Covenant, If Fixed Coverage Ratio is Less Than 1.10 | LIBOR | Maximum              
Credit Facility              
Fixed charge coverage ratio         1.10    
Debt Instrument Covenant, If Fixed Coverage Ratio is Less Than 1.10 | Base rate              
Credit Facility              
Interest rate spread on variable rate basis (as a percent)         1.25%    
Debt Instrument Covenant, If Fixed Coverage Ratio is Less Than 1.10 | Base rate | Maximum              
Credit Facility              
Fixed charge coverage ratio         1.10    
Debt Instrument Covenant, If Fixed Coverage Ratio is Greater Than Or Equal To 1.10              
Credit Facility              
Debt instrument, excess availability, threshold amount   $ 22,500,000          
Minimum period over which entity must maintain Fixed Charge Coverage Ratio threshold for release of mortgage   6 months          
Period for maintaining threshold excess availability amount   30 days          
Debt Instrument Covenant, If Fixed Coverage Ratio is Greater Than Or Equal To 1.10 | Minimum              
Credit Facility              
Fixed charge coverage ratio   1.10          
Debt Instrument Covenant, If Fixed Coverage Ratio is Greater Than Or Equal To 1.10 | LIBOR              
Credit Facility              
Interest rate spread on variable rate basis (as a percent)         2.00%    
Debt Instrument Covenant, If Fixed Coverage Ratio is Greater Than Or Equal To 1.10 | LIBOR | Minimum              
Credit Facility              
Fixed charge coverage ratio         1.10    
Debt Instrument Covenant, If Fixed Coverage Ratio is Greater Than Or Equal To 1.10 | Base rate              
Credit Facility              
Interest rate spread on variable rate basis (as a percent)         1.00%    
Debt Instrument Covenant, If Fixed Coverage Ratio is Greater Than Or Equal To 1.10 | Base rate | Minimum              
Credit Facility              
Fixed charge coverage ratio         1.10    
Debt Instrument Covenant, Later of December 31, 2023 And Fixed Coverage Ratio Not Less Than 1.00 | Minimum              
Credit Facility              
Fixed charge coverage ratio   1          
Debt Instrument Covenant, Later of December 31, 2023 And Fixed Coverage Ratio Not Less Than 1.00 | Base rate              
Credit Facility              
Interest rate spread on variable rate basis (as a percent)   1.25%          
Fixed Charge Coverage Ratio, period of calculation   12 months          
Debt Instrument Covenant, Later of December 31, 2023 And Fixed Coverage Ratio Not Less Than 1.00 | Base rate | Minimum              
Credit Facility              
Fixed charge coverage ratio   1.0          
Debt Instrument Covenant, Later of December 31, 2023 And Fixed Coverage Ratio Not Less Than 1.00 | SOFR              
Credit Facility              
Interest rate spread on variable rate basis (as a percent)   2.25%          
Fixed Charge Coverage Ratio, period of calculation   12 months          
Debt Instrument Covenant, Later of December 31, 2023 And Fixed Coverage Ratio Not Less Than 1.00 | SOFR | Minimum              
Credit Facility              
Fixed charge coverage ratio   1.0          
Debt Instrument Covenant, Excess Availability greater than 30% | Base rate              
Credit Facility              
Interest rate spread on variable rate basis (as a percent)   0.75%          
Debt Instrument Covenant, Excess Availability greater than 30% | Base rate | Minimum              
Credit Facility              
Excess Availability (as a percent)   30.00%          
Debt Instrument Covenant, Excess Availability greater than 30% | SOFR              
Credit Facility              
Interest rate spread on variable rate basis (as a percent)   1.75%          
Debt Instrument Covenant, Excess Availability greater than 30% | SOFR | Minimum              
Credit Facility              
Excess Availability (as a percent)   30.00%          
Debt Instrument Covenant, Excess Availability at least 20% but less than or equal to 30% | Base rate              
Credit Facility              
Interest rate spread on variable rate basis (as a percent)   1.00%          
Debt Instrument Covenant, Excess Availability at least 20% but less than or equal to 30% | Base rate | Minimum              
Credit Facility              
Excess Availability (as a percent)   20.00%          
Debt Instrument Covenant, Excess Availability at least 20% but less than or equal to 30% | Base rate | Maximum              
Credit Facility              
Excess Availability (as a percent)   30.00%          
Debt Instrument Covenant, Excess Availability at least 20% but less than or equal to 30% | SOFR              
Credit Facility              
Interest rate spread on variable rate basis (as a percent)   2.00%          
Debt Instrument Covenant, Excess Availability at least 20% but less than or equal to 30% | SOFR | Minimum              
Credit Facility              
Excess Availability (as a percent)   20.00%          
Debt Instrument Covenant, Excess Availability at least 20% but less than or equal to 30% | SOFR | Maximum              
Credit Facility              
Excess Availability (as a percent)   30.00%          
Debt Instrument Covenant, Excess Availability less than 20% | Base rate              
Credit Facility              
Interest rate spread on variable rate basis (as a percent)   1.25%          
Debt Instrument Covenant, Excess Availability less than 20% | Base rate | Maximum              
Credit Facility              
Excess Availability (as a percent)   20.00%          
Debt Instrument Covenant, Excess Availability less than 20% | SOFR              
Credit Facility              
Interest rate spread on variable rate basis (as a percent)   2.25%          
Debt Instrument Covenant, Excess Availability less than 20% | SOFR | Maximum              
Credit Facility              
Excess Availability (as a percent)   20.00%          
Letter of Credit              
Credit Facility              
Maximum borrowing capacity   $ 5,000,000.0          
v3.23.1
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
v3.23.1
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
v3.23.1
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    
v3.23.1
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
v3.23.1
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  
v3.23.1
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
v3.23.1
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      
v3.23.1
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%
v3.23.1
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)
v3.23.1
Income Taxes - Deferred Taxes (Details) - USD ($)
Mar. 26, 2023
Mar. 27, 2022
Deferred tax assets :    
Deferred compensation $ 126,400 $ 202,000
Accrued vacation 107,000 145,700
Deferred rent 1,784,000 2,100,400
Allowance for doubtful accounts 706,200 246,200
Inventory reserves 1,161,500 1,042,800
Sales tax reserves 17,500 127,600
Sales return assets 126,800 125,300
Net operating loss 2,377,000 1,969,800
Business interest limitation carryforward 1,033,100 555,300
Other assets 1,753,300 1,486,300
Total gross deferred tax assets 9,192,800 8,001,400
Valuation allowance (3,594,200) (2,543,600)
Total deferred tax assets 5,598,600 5,457,800
Deferred tax liabilities :    
Depreciation and amortization (3,034,500) (2,784,600)
Sales return liabilities (87,100) (90,000)
Lease right of use (1,721,100) (2,035,500)
Prepaid expenses and other liabilities (889,400) (693,300)
Total deferred tax liabilities (5,732,100) (5,603,400)
Net deferred tax liabilities (133,500) $ (145,600)
Net operating loss carryforwards, Subject to expiration $ 72,603,155  
v3.23.1
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  
v3.23.1
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    
v3.23.1
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
v3.23.1
Earnings Per Share - Continuing Operations (Details) - USD ($)
12 Months Ended
Mar. 26, 2023
Mar. 27, 2022
Mar. 28, 2021
Earnings per share from continuing operations - Basic:      
Net loss $ (4,347,000) $ (3,312,100) $ (14,373,300)
Earnings available (loss attributable) to common shareholders - Basic $ (4,347,000) $ (3,312,000) $ (14,373,000)
Weighted average common shares outstanding - Basic (in shares) 9,160,805 8,927,837 8,697,369
Earnings (loss) per common share from continuing operations - Basic (in dollars per share) $ (0.47) $ (0.37) $ (1.65)
Earnings per share - Diluted:      
Net loss $ (4,347,000) $ (3,312,100) $ (14,373,300)
Earnings available (loss attributable) to common shareholders - Diluted $ (4,347,000) $ (3,312,000) $ (14,373,000)
Weighted average common shares outstanding - Basic (in shares) 9,160,805 8,927,837 8,697,369
Weighted average common shares outstanding - Diluted (in shares) 9,160,805 8,927,837 8,697,369
Earnings (loss) per common share from continuing operations - Diluted (in dollars per share) $ (0.47) $ (0.37) $ (1.65)
Anti-dilutive equity awards (in shares) 565,000 813,000 755,000
Options outstanding (in shares) 659,500    
Stock Options      
Earnings per share - Diluted:      
Anti-dilutive equity awards (in shares) 564,500 813,000 755,000
Options outstanding (in shares) 659,500 933,000 925,000
Performance Stock Units      
Earnings per share - Diluted:      
Anti-dilutive equity awards (in shares) 0 0 0
RSUs      
Earnings per share - Diluted:      
Anti-dilutive equity awards (in shares) 0 0 0
v3.23.1
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
v3.23.1
Stock-Based Compensation - Performance Stock Units (Details) - Performance Stock Units - USD ($)
12 Months Ended
Mar. 26, 2023
Mar. 27, 2022
Mar. 28, 2021
Stock-based compensation      
Measurement period 1 year    
PSU Activity      
Unvested shares available for issue under outstanding PSUs, beginning of period (in shares) 100,039 13,552 68,355
Granted (in shares)   96,603  
Vested (in shares) (51,737) (7,930) (21,690)
Forfeited/cancelled (in shares) (48,302) (2,186) (33,113)
Unvested shares available for issue under outstanding PSUs, end of period (in shares) 0 100,039 13,552
Unvested PSUs, Weighted-Average Fair Value at Grant Date (per unit)      
Unvested shares available for issue under outstanding PSUs, beginning of period (in dollars per share) $ 10.44 $ 14.57 $ 15.00
Granted (in dollars per share)   7.32  
Vested (in dollars per share) 7.73 13.89 14.21
Forfeited/cancelled (in dollars per share) $ 7.32 13.79 15.69
Unvested shares available for issue under outstanding PSUs, end of period (in dollars per share)   $ 10.44 $ 14.57
Additional stock based compensation information      
Unrecognized compensation costs (in dollars) $ 0    
Total fair value of shares vested during period (in dollars) $ 312,200 $ 57,900 $ 103,300
v3.23.1
Stock-Based Compensation - Restricted Stock and RSUs (Details)
$ in Millions
2 Months Ended 6 Months Ended 12 Months Ended
Jun. 06, 2022
shares
Apr. 29, 2021
shares
May 10, 2019
individual
shares
Aug. 01, 2021
shares
Jul. 24, 2020
shares
Nov. 12, 2020
shares
Mar. 26, 2023
USD ($)
Mar. 27, 2022
shares
RSUs                
Stock-based compensation                
Number of shares for which vesting was accelerated               30,000
Grant Fiscal Year 2023 | RSUs, In lieu of cash                
Stock-based compensation                
Granted (in shares) 32,267              
Grant Fiscal Year 2023 | RSUs, Excluding in lieu of cash                
Stock-based compensation                
Granted (in shares) 18,000              
Annual vesting percentage 25.00%              
Unrecognized compensation costs, period for recognition             3 years  
Grant Fiscal Year 2023 | Restricted stock awards                
Stock-based compensation                
Granted (in shares) 42,231              
Grant Fiscal Year 2022 | RSUs                
Stock-based compensation                
Granted (in shares)   12,000            
Annual vesting percentage   25.00%            
Unrecognized compensation costs, period for recognition             2 years  
Grant Fiscal Year 2022 | RSUs, In lieu of cash                
Stock-based compensation                
Granted (in shares)       24,761        
Grant Fiscal Year 2022 | Restricted stock awards, In lieu of cash                
Stock-based compensation                
Granted (in shares)   22,252            
Unrecognized compensation costs (in dollars) | $             $ 0  
Grant Fiscal Year 2021 | RSUs                
Stock-based compensation                
Granted (in shares)           30,000    
Annual vesting percentage           25.00%    
Unrecognized compensation costs, period for recognition             1 year  
Grant Fiscal Year 2021 | Restricted stock awards                
Stock-based compensation                
Granted (in shares)         72,202      
Grant Fiscal Year 2021 | Restricted stock awards, In lieu of cash                
Stock-based compensation                
Granted (in shares)         56,805      
Grant Fiscal Year 2020 | RSUs                
Stock-based compensation                
Granted (in shares)     21,000          
Number of individuals that received stock awards | individual     6          
Vesting period     4 years          
v3.23.1
Stock-Based Compensation - Stock Option Rollforward (Details) - $ / shares
12 Months Ended
Mar. 26, 2023
Mar. 27, 2022
Stock Options:    
Options forfeited due to employee departures and option term expiration (in shares) 283,958  
Weighted-average remaining contractual term 2 years 7 months 6 days  
Outstanding Options    
Unvested options, beginning of period (in shares) 349,377 383,670
Options Granted (in shares) 10,000 194,500
Options Forfeited/Cancelled, net of vested options (in shares) (13,750) (83,500)
Options Vested (in shares) (174,896) (145,293)
Unvested options, end of period (in shares) 170,730 349,377
Weighted Average Fair Value at Grant Date (per unit)    
Unvested options, beginning of period (in dollars per share) $ 2.83 $ 1.47
Options Granted (in dollars per share) 2.65 3.62
Options Forfeited/Cancelled, net of vested options (in dollars per share) 7.18 5.64
Options Vested (in dollars per share) 2.78 2.20
Unvested options, end of period $ 2.83 $ 2.83
Stock Options | Tranche one    
Stock Options:    
Vesting percentage 25.00%  
Vesting period 1 year  
Stock Options | Tranche two    
Stock Options:    
Vesting period 3 years  
Monthly percentage of vesting of share based compensation 2.78%  
v3.23.1
Stock-Based Compensation - Stock Options By Grant Date (Details) - $ / shares
12 Months Ended
Mar. 26, 2023
Mar. 27, 2022
Mar. 28, 2021
Mar. 29, 2020
Mar. 31, 2019
Apr. 01, 2018
Mar. 26, 2017
Outstanding options              
Options Granted (in shares) 10,000 194,500          
Options Outstanding (in shares) 659,500            
Options Exercisable (in shares) 488,770            
Grant Fiscal Year 2023              
Outstanding options              
Options Granted (in shares) 10,000            
Option Exercise Price (in dollars per share) $ 5.36            
Options Outstanding (in shares) 10,000            
Grant Fiscal Year 2022              
Outstanding options              
Options Granted (in shares)   194,500          
Option Exercise Price (in dollars per share) $ 7.22            
Options Outstanding (in shares) 154,500            
Options Exercisable (in shares) 69,583            
Grant Fiscal Year 2021              
Outstanding options              
Options Granted (in shares)     240,000        
Option Exercise Price (in dollars per share) $ 4.70            
Options Outstanding (in shares) 110,000            
Options Exercisable (in shares) 76,354            
Grant Fiscal Year 2020              
Outstanding options              
Options Granted (in shares)       405,000      
Option Exercise Price (in dollars per share) $ 13.54            
Options Outstanding (in shares) 307,000            
Options Exercisable (in shares) 264,832            
Grant Fiscal Year 2019              
Outstanding options              
Options Granted (in shares)         66,500    
Option Exercise Price (in dollars per share) $ 16.31            
Options Outstanding (in shares) 18,000            
Options Exercisable (in shares) 18,000            
Grant Fiscal Year 2018              
Outstanding options              
Options Granted (in shares)           230,000  
Option Exercise Price (in dollars per share) $ 15.12            
Options Outstanding (in shares) 60,000            
Options Exercisable (in shares) 60,000            
Grant Fiscal Year 2017              
Outstanding options              
Options Granted (in shares)             410,000
Option Exercise Price (in dollars per share) $ 12.57            
v3.23.1
Stock-Based Compensation - Stock Option Valuation Assumptions (Details) - $ / shares
12 Months Ended
Mar. 26, 2023
Mar. 27, 2022
Mar. 28, 2021
Valuation assumptions      
Resulting Black Scholes Value (in dollars per share) $ 2.65 $ 3.62  
Grant Fiscal Year 2023 | Stock Options      
Valuation assumptions      
Expected Stock Price Volatility (as a percent) 47.98%    
Risk-Free Interest Rate (as a percent) 3.09%    
Expected Dividend Yield (as a percent) 0.00%    
Average Expected Term 6 years    
Resulting Black Scholes Value (in dollars per share) $ 2.65    
Grant Fiscal Year 2022 | Stock Options      
Valuation assumptions      
Expected Stock Price Volatility (as a percent)   50.94%  
Risk-Free Interest Rate (as a percent)   1.93%  
Expected Dividend Yield (as a percent)   0.00%  
Average Expected Term   6 years  
Resulting Black Scholes Value (in dollars per share)   $ 3.62  
Grant Fiscal Year 2021 | Stock Options      
Valuation assumptions      
Expected Stock Price Volatility (as a percent)     46.82%
Risk-Free Interest Rate (as a percent)     1.17%
Expected Dividend Yield (as a percent)     0.00%
Average Expected Term     4 years
Resulting Black Scholes Value (in dollars per share)     $ 2.05
v3.23.1
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  
v3.23.1
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
v3.23.1
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
v3.23.1
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
v3.23.1
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%
v3.23.1
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
v3.23.1
Discontinued Operations - Financial Results of Retail Segment (Details) - USD ($)
3 Months Ended 12 Months Ended
Dec. 27, 2020
Mar. 26, 2023
Mar. 27, 2022
Mar. 28, 2021
Discontinued Operations Income Statement Disclosures        
Gain on disposal       $ 3,020,800
Net income (loss) attributable to discontinued operations     $ 611,300 5,630,400
Discontinued Operations, Disposed of by Sale | Ventev brand and other retail-related assets        
Discontinued Operations Income Statement Disclosures        
Revenues     3,117,300 86,728,300
Cost of goods sold     2,090,700 74,238,800
Gross profit     1,026,600 12,489,500
Selling, general and administrative expenses     448,600 7,652,100
Income (loss) from operations     578,000 4,837,400
Gain on disposal $ 3,000,000.0     3,020,800
Income (loss) from operations before income taxes     578,000 7,858,200
Provision for (benefit from) income taxes     (33,300) 2,227,800
Net income (loss) attributable to discontinued operations     $ 611,300 $ 5,630,400
Discontinued Operation, Name of Segment   tess:RetailMarketSegmentMember tess:RetailMarketSegmentMember tess:RetailMarketSegmentMember
Cash provided by operating activities from discontinued operations   $ 0 $ 4,200,000 $ 13,200,000
Cash provided by investing activities from discontinued operations   $ 0 $ 0 $ 9,200,000
v3.23.1
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%
v3.23.1
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