SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 


 

FORM 8-K

 

                  Revenues from public carriers and network operators showed a 7 percent year-over-year increase and a 6 percent sequential decline.  Monthly buyers in this market declined 9 percent year-over-year and remained flat sequentially and purchases per customer grew year-over-year, but  declined sequentially.

                  Network infrastructure product sales and gross profits increased year-over-year 19 percent and 21 percent, respectively, primarily driven by strong sales in fixed wireless broadband products, antenna systems, and tower site support products.

                  Mobile devices and accessories product sales and gross profits in our commercial/government markets increased year-over-year 31 percent and 27 percent, respectively, primarily as a result of increased sales of accessory products to retail customers.

                  Installation, test and maintenance product sales and gross profits increased year-over-year 2 percent and 25 percent, respectively.  The increase in gross profits and gross profit margin was primarily driven by our expanded major repair components relationship, which, beginning this fiscal year, includes significant sales accounted for on a net basis.

 

Comparing the first six months of this fiscal year with the same six months of last year:

 

                  Total revenues and gross profit grew 26 percent and 20 percent, respectively.

                  Total commercial/government revenues and gross profits increased 16 percent and 19 percent, respectively.

                  Consumer sales and gross profits increased 42 percent and 23 percent, respectively.

 



 

                  Expenses increased 23 percent, exceeding the 20 percent increase in gross profit, largely driven by:

                  Increased freight costs;

                  Marketing and people costs related to expanded business generation activities and programs; and

                  Start-up expenses, primarily incurred during the first quarter of fiscal 2006, related to our new Configuration, Fulfillment and Delivery order processing system.

                  Net income declined 4 percent, while diluted earnings per share increased 1 percent.

 

Mr. Barnhill continued, “TESSCO’s goal is to be Your Total Source® supplier of the product and supply chain solutions required to build, maintain or use wireless systems to a broad base of commercial and government customers. Toward this end, we finalized new programs, which launched October 1st, designed to dramatically increase our base of customers and their monthly purchases. Specifically we:

 

                  Made the customer experience easier and more productive in the field, and on the phone and/or web;

                  Streamlined our price and delivery programs;

         &#">CURRENT REPORT

 


 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): October 24, 2005

Developed a new suite of our print and electronic Solutions Guides, The Wireless Journal®, market focused newsletters, and other knowledge tools;

                  Enhanced the feature sets and usability of TESSCO.com®; and

                  Launched a series of marketing campaigns to promote these changes across a much wider reach of current and potential customers.

 

While increasing our base of customer relationships and expanding our product, service and solutions offerings, we are intensely focused on improving our margins and returns. We have key initiatives to:

 

                  Lower product costs and inventories;

                  Lower vendor supply chain costs;

                  Re-engineer our processes;

                  Eliminate defects, errors and waste; and

                  Enhance the productivity of our Nevada and Maryland configuration, fulfillment and delivery centers.

 

Going forward, we are energized and excited that the momentum of Delivering Everything for Wireless® to a broad, diverse and expanding base of customers is accelerating.  We will continue to remain very focused on our journey of building shareowner value.”

 

Stock Buyback Program

 

On October 20, 2005, our Board of Directors authorized the purchase of an additional 450,000 shares of our outstanding common stock as part of our already existing Stock Buyback Program.  The repurchase of an aggregate of 900,000 shares has now been authorized and, as of September 25, 2005, 399,003 shares have been purchased under this program, for $4,113,100, or an average price of $10.31 per share.  Accordingly, up

 



 

to 500,997 shares remain available for repurchase, including the 450,000 additional shares authorized for repurchase on October 20, 2005.  No timetable has been set for the completion of the program.  On October 20, 2005, approximately 4,200,000 shares were outstanding.

 

Mr. Barnhill stated, “We believe that our current per share price of $12-13, which is approximately 85% of our current book value per share of $15, does not accurately reflect the value and future prospects of TESSCO, and that the repurchase of our shares, when appropriate, is an excellent use of funds to enhance shareholder value.”

 

Business Outlook

 

The following statements and the statements above made by Robert Barnhill as to anticipated results, are based on current expectations. These statements are forward-looking, and actual results may differ materially.

 

Considering the progress of the business generation initiatives underway, which were discussed in our Business Outlook last quarter, and assuming that the trends continue, TESSCO now estimates that for the third quarter ending December 25, 2005, earnings per share will be in the range of $0.15 to $0.25.

 

A conference call will be held on October 25, 2005, at 10 a.m. ET to discuss the financial results for the second quarter of fiscal year 2006.  The conference call will be Webcast live on the Internet at http://www.tessco.com.

 

TESSCO expects that its corporate representatives will meet privately during the quarter with investors, the media, investment analysts and others. At these meetings, TESSCO may reiterate the Business Outlook published in this press release. At the same time, TESSCO will keep this press release and Business Outlook publicly available on its Web site (www.tessco.com). However, the Business Outlook published in this press release reflects only the Company’s current best estimate and the Company assumes no obligation to update the information contained in this press release, including the Business Outlook, at any time.

 

About TESSCO

 

TESSCO Technologies Incorporated is a value-added supplier of the product solutions needed to design, build, run, maintain or use wireless systems. TESSCO is committed to delivering, fast and complete, the product needs of wireless system operators, program managers, contractors, resellers, and self-maintained utility, transportation, enterprise and government organizations. As Your Total Source® supplier of mobile and fixed-wireless network infrastructure products, mobile devices and accessories, and installation, test and maintenance equipment and supplies, TESSCO assures customers of on-time availability, while streamlining their supply chain process and lowering inventories and total costs. To learn more, please visit TESSCO.com.

 

Forward-Looking Statements

 

This press release may contain forward-looking statements. These forward-looking statements may generally be identified by the use of the words “may,” “will,” “expects,”

 



 

“anticipates,” “believes,” “estimates,” and similar expressions and involve a number of risks and uncertainties. For a variety of reasons, actual results may differ materially from those described in or contemplated by any such forward-looking statement. Consequently, the reader is cautioned to consider all forward-looking statements in light of the risks to which they are subject.

 

We are not able to identify or control all circumstances that could occur in the future that may adversely affect our business and operating results.  Included among the risks that could lead to a materially adverse impact on our business or operating results are the termination or non-renewal of limited duration agreements or arrangements with our vendors and affinity partners which are typically terminable by either party upon several months notice; loss of significant customers or relationships, including affinity relationships; loss of customers either directly or indirectly as a result of consolidation among large wireless service carriers and others within the wireless communications industry; the strength of the customers’, vendors’ and affinity partners’ business; economic conditions that may impact customers ability to fund purchase of our products and services; our dependence on a relatively small number of suppliers and vendors, which could hamper our ability to maintain appropriate inventory levels and meet customer demand; failure of our information technology system or distribution system; technology changes in the wireless communications industry, which could lead to significant inventory obsolescence and/or our inability to offer key products that our customers demand; third-party freight carrier interruption; increased competition from competitors, including manufacturers or national and regional distributors of the products we sell and the absence of significant barriers to entry which could result in pricing and other pressures on profitability and market share; the possibility that, for unforeseen reasons, we may be delayed in entering into or performing, or may fail to enter into or perform, anticipated contracts or may otherwise be delayed in realizing or fail to realize anticipated revenues or anticipated savings; and inability to protect certain intellectual property, including systems and technologies on which we rely.

 



 

TESSCO Technologies Incorporated

Consolidated Statements of Income

 

 

 

Fiscal Quarters Ended

 

Six Months Ended

 

 

 

September 25,
2005

 

September 26,
2004

 

June 26,
2005

 

September 25,
2005

 

September 26,
2004

 

 

 

(unaudited)

 

(unaudited)

 

(unaudited)

 

(unaudited)

 

(unaudited)

 

 

 

TESSCO Technologies Incorporated

(Exact name of registrant as specified in its charter)

 

Delaware

 

0-24746

 

52-0729657

(State or other jurisdiction of
incorporation)

 

(Commission File Number)

 

(IRS Employer Identification
Number)

 

11126 McCormick Road, Hunt Valley, Maryland 21031

(Address of principal executive offices) (Zip Code)

 

(410) 229-1000

(Registrant’s telephone number, including area code)

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

 

 

 

o

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

 

 

 

 

 

Revenues

 

$

137,632,800

 

$

115,689,700

 

$

148,323,300

 

$

285,956,100

 

$

226,294,700

 

Cost of goods sold

 

109,266,200

 

92,708,200

 

122,301,200

 

231,567,400

 

180,923,800

 

Gross profit

 

28,366,600

 

22,981,500

 

26,022,100

 

54,388,700

 

45,370,900

 

Selling, general and administrative expenses

 

25,543,500

 

20,313,000

 

23,959,800

 

49,503,300

 

40,298,600

 

Income from operations

 

2,823,100

 

2,668,500

 

2,062,300

 

4,885,400

 

5,072,300

 

Interest, net

 

29,100

 

39,200

 

38,000

 

67,100

 

77,400

 

Income before provision for income taxes

 

2,794,000

 

2,629,300

 

2,024,300



 

ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

 

On October 24, 2005, the registrant issued a press release announcing its financial results for the second quarter of fiscal 2006.  A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K.

 

The information in this Item 2.02, including the Exhibit attached hereto, is furnished solely pursuant to Item 2.02 of this Form 8-K.   Consequently, pursuant to this Item 2.02, it is not deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section.   It may only be incorporated by reference in another filing under the Exchange Act or Securities Act of 1933 if such subsequent filing specifically references this Form 8-K.

 

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

 

(a)     Financial Statements of Businesses Acquired.

 

4,818,300

 

4,994,900

 

Provision for income taxes

 

1,089,600

 

1,025,400

 

789,500

 

1,879,100

 

1,948,000

 

Net income

 

$

1,704,400

 

$

 

None.

 

(b)     Pro Forma Financial Information.

 

None.

 

(c)     Exhibits.

 

Exhibit No.

 

Description

99.1

 

1,603,900

 

$

1,234,800

 

$

2,939,200

 

$

3,046,900

 

 

 

Press Release dated October 24, 2005

 

 

2



 

SIGNATURE

 

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

 

 

TESSCO Technologies Incorporated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic earnings per share

 

$

0.40

 

$

0.37

 

$

0.29

 

$

0.69

 

$

0.69

 

Diluted earnings per share

 

in .0001pt;">By:

/s/ David M. Young

 

 

David M. Young
Acting Chief Financial Officer, Vice President and
Corporate Secretary

 

 

 

 

 

 

 

 

Dated: October 24, 2005

 

 

3



 

EXHIBIT INDEX

 

Exhibit No.

 

$

0.40

 

$

0.36

 

$

0.29

 

$

0.69

 

$

0.68

Description of Exhibit

99.1

 

Press Release dated October 24, 2005

 

E-1



 

TESSCO Technologies Incorporated

Consolidated Balance Sheets

 

 

 

September 25,
2005

 

March 27, 2005

 

 

 

(unaudited)

 

(audited)

 

ASSETS

 

 

 

 

 

Current Assets:

 

 

 

 

 

Cash and cash equivalents

 

$

1,251,400

 

$

3,880,800

 

Trade accounts receivable, net

 

38,058,600

 

60,907,400