8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): January 18, 2006

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))

ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On January 18, 2006, the registrant issued a press release announcing its financial results for the third 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.

None.

(b)     Pro Forma Financial Information.

None.

(c)     Exhibits.

Exhibit No.	Description
99.1	Press Release dated January 18, 2006

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
By:	/s/ David M. Young
	David M. Young Acting Chief Financial Officer, Vice President and Corporate Secretary
	Dated: January 18, 2006

3

EXHIBIT INDEX

Exhibit No.	Description of Exhibit
99.1	Press Release dated January 18, 2006

E-1

EX-99.1

Exhibit 99.1

		PRESS RELEASE
Contact:	David Young
	TESSCO Technologies Incorporated
	Acting Chief Financial Officer
	(410) 229-1380
	young@tessco.com

For immediate release

TESSCO Reports 35% Revenue Growth in Core Commercial and Government Markets

Earnings per Share $0.26 in Fiscal Third Quarter

HUNT VALLEY, MARYLAND, JANUARY 18, 2006 - TESSCO Technologies Incorporated (Nasdaq:TESS), a value-added supplier of the product solutions needed to design, build, run, maintain or use wireless systems, today reported earnings for the third quarter ended December 25, 2005.

Chairman, President and CEO Robert B. Barnhill commented: “This was an excellent quarter; earnings per share reached $0.26 as a result of 35 percent core revenue growth and sequentially reduced operating expenses.  We achieved these results despite the anticipated significant revenue loss associated with the transition of a major consumer-direct affinity business relationship. This transition successfully transfered the business generated from the TESSCO operated web stores and order fulfillment back to the carrier. We have emerged strong and energized to continue our journey of building shareowner value.”

The following summarizes the performance for the quarter:

•Total revenues for the third quarter of fiscal year 2006 decreased 30 percent over the same period last year to $94.8 million.  This 30 percent decrease is due to a 97 percent decrease in consumer revenues attributable to the transition of the affinity relationship, partially offset by a 35 percent increase in commercial and government revenues.

•Third quarter 2006 net income was $1.1 million, or $0.26 per diluted share, compared to last year’s third quarter net income and diluted earnings per share of $1.7 million and $0.40, respectively.

•Core revenues from our commercial and government markets grew 35 percent over last year’s third quarter and 17 percent sequentially.

•Total monthly buyers and purchases per customer grew 17 percent and 20 percent, respectively, year-over-year.

•Revenues from the self-maintained user, government and reseller channels grew 43 percent year-over-year.

•Monthly buyers and purchases per customer in this market grew 20 percent and 24 percent, respectively, year-over-year.

•Revenues from public carriers and network operators showed a 12 percent increase year-over-year.

•Monthly buyers and purchases per customer in this market increased 2 percent and 16 percent, respectively, year-over-year.

•Network infrastructure product sales and gross profits increased year-over-year 23 percent and 16 percent, respectively, primarily driven by 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 and government markets increased year-over-year 79 percent and 58 percent, respectively, primarily as a result of increased sales of accessory products to carrier and independent retail customers.  During the third quarter, TESSCO began supplying several new wireless carrier customers, including one large Tier 1 national carrier.

•The growth in mobile devices and accessories was also driven by strong growth in sales of two-way radio equipment, mounts and antennas.

•Installation, test and maintenance product sales and gross profits increased year-over-year 10 percent and 39 percent, respectively.  The increase in revenues was driven by increased sales of test equipment, tools, shop supplies and safety equipment.

•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.

•Gross profit margin was 25.3 percent compared to 18.0 percent last year. Last year’s gross profit margin was impacted by the high volume, low margin handsets driven by the now transitioned affinity relationship.

•Selling, general and administrative expenses increased 2 percent year-over-year, primarily due to investments in business generation, partially offset by decreased freight costs.  Expenses decreased 14 percent sequentially due to decreased freight and other operating expense reductions associated with the transition of the affinity relationship.

•Cash used in operating activities during the quarter was $2.2 million, which was driven by increases in trade accounts receivable and product inventories, partially offset by increases in accounts payable and accrued expenses.

•At the end of the quarter, net borrowings on our revolving credit facility were $3.6 million.  Our policy is to use all excess available cash to pay

down balances on this facility, and therefore, we had no cash balance at the end of the quarter.

Performance Summary Year-To-Date:

When considering year-over-year comparisons for the fiscal year-to-date, it is important to note, as discussed above, that late in the second quarter of this fiscal year, we transitioned out a major affinity relationship, which had been responsible for significant revenues over the entire nine-month period of the previous fiscal year.

•Revenues for the first nine months of fiscal year 2006 totaled $380.8 million, up 5 percent over the first nine months of fiscal year 2005 and included a 22 percent increase in commercial and government sales.  Total gross profits in the first nine months of fiscal year 2006 totaled $78.4 million, a 12 percent growth over the prior-year period.

•Net income for the first nine months of fiscal year 2006 was $4.1 million, or $0.95 per diluted share, compared to $4.8 million and $1.08 per diluted share for the same period of fiscal year 2005.

•Net income declined 15 percent, while diluted earnings per share decreased 12 percent.

•Total commercial and government revenues and gross profits increased 22 percent and 24 percent, respectively.

•Consumer sales and gross profits decreased 16 percent and 18 percent, respectively, due to the transition discussed above.

•Expenses increased 16 percent 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.

Mr. Barnhill continued, “Overall, we had an outstanding quarter.  We believe that the strong growth in each of our lines of business and core commercial and government markets demonstrate our ability to execute our value proposition and our initiatives to build share in our diverse wireless markets.

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. While increasing our base of customer relationships and expanding our product, service and solutions offerings, we are intensely focused on improving margins, returns and shareowner value.”

Stock Buyback Program

During the third quarter, TESSCO purchased an additional 101,700 shares of its outstanding common stock, for approximately $1.6 million, as part of its Stock Buyback Program.  As of December 25, 2005, 500,703 shares had been purchased under this program since it began in May 2003, at a total cost of $5.7 million, or at an average price of $11.44 per share.  Under the existing Stock Buyback Program, 399,297 shares currently remain available for repurchase.  The Program remains in effect, and no timetable has been set for the completion of the Program.  On December 25, 2005, approximately 4.1 million shares of common stock were outstanding.

Mr. Barnhill stated, “We still believe that our recent share price does not accurately reflect the value and future prospects of TESSCO.  Therefore, we believe 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 and future prospects, are based on current expectations and analysis. These statements are forward-looking, and actual results may differ materially.

Considering the progress of the business generation initiatives underway which helped drive the third quarter’s sequential commercial and government revenue growth, and assuming that these trends continue, TESSCO now estimates that for the fourth quarter ending March 26, 2006, earnings per share will be in the range of $0.20 to $0.25, and thus, earnings per share for this fiscal year are expected to be in the range of $1.15 - $1.20.

A conference call will be held on January 19, 2006, at 10 a.m. ET to discuss the financial results for the third 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						Nine Months Ended
	December 25, 2005		December 26, 2004		September 25, 2005		December 25, 2005		December 26, 2004
	(unaudited)		(unaudited)		(unaudited)		(unaudited)		(unaudited)
Revenues	$	94,811,900	$	135,825,100	$	137,632,800	$	380,768,000	$	362,119,800
Cost of goods sold	70,849,000		111,420,400		109,266,200		302,416,400		292,344,200
Gross profit	23,962,900		24,404,700		28,366,600		78,351,600		69,775,600
Selling, general and administrative expenses	22,004,200		21,569,300		25,543,500		71,507,500		61,867,900
Income from operations	1,958,700		2,835,400		2,823,100		6,844,100		7,907,700
Interest, net	125,600		37,100		29,100		192,700		114,400
Income before provision for income taxes	1,833,100		2,798,300		2,794,000		6,651,400		7,793,300
Provision for income taxes	714,900		1,091,400		1,089,600		2,594,000		3,039,400
Net income	$	1,118,200	$	1,706,900	$	1,704,400	$	4,057,400	$	4,753,900
Basic earnings per share	$	0.27	$	0.41	$	0.40	$	0.96	$	1.10
Diluted earnings per share	$	0.26	$	0.40	$	0.40	$	0.95	$	1.08
Basic weighted average shares outstanding	4,187,500		4,211,000		4,238,300		4,220,800		4,340,900
Diluted weighted average shares outstanding	4,263,000		4,233,700		4,300,300		4,280,100		4,406,300

TESSCO Technologies Incorporated

Consolidated Balance Sheets

	December 25, 2005			March 27, 2005
	(unaudited)			(audited)
ASSETS
Current Assets:
Cash and cash equivalents	$	—		$	3,880,800
Trade accounts receivable, net	44,251,600			60,907,400
Product inventory	49,048,800			60,832,600
Deferred tax asset	2,170,000			2,170,000
Prepaid expenses and other current asset	2,903,200			2,828,400
Total current assets	98,373,600			130,619,200
Property and Equipment, Net	25,443,200			26,193,000
Goodwill, Net	2,452,200			2,452,200
Other Long-Term Assets	1,182,700			1,292,800
Total assets	$	127,451,700		$	160,557,200
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Trade accounts payable	$	42,820,200		$	82,618,000
Accrued expenses and other current liabilities	7,212,500			6,638,400
Revolving credit facility	3,561,000			—
Current portion of long-term debt	444,000			362,600
Total current liabilities	54,037,700			89,619,000
Deferred Tax Liability	3,536,700			3,561,300
Long-Term Debt, Net of Current Portion	4,647,800			5,000,700
Other Long-Term Liabilities	1,468,900			1,554,100
Total liabilities	63,691,100			99,735,100
Shareholders’ Equity:
Preferred stock	—			—
Common stock	49,300			48,900
Additional paid in capital	24,496,800			23,578,600
Treasury stock, at cost	(9,521,100		)	(7,454,400		)
Retained earnings	48,706,400			44,649,000
Accumulated other comprehensive income	29,200			—
Total shareholders’ equity	63,760,600			60,822,100
Total liabilities and shareholders’ equity	$	127,451,700		$	160,557,200

TESSCO Technologies Incorporated

Supplemental Revenue and Gross Profit Results Summary

(Amounts in Thousands)	Network Infrastructure			Mobile Devices and Accessories			Installation, Test and Maintenance			Total
Quarter Ended December 25, 2005:
Commercial/Government Revenue:
Public Carriers and Network Operators	$	15,090		$	891		$	4,530		$	20,511
User, Governments and Resellers	26,981			32,217			12,816			72,014
Total Commercial/Government Revenue	42,071			33,108			17,346			92,525
Consumer Revenue	—			2,287			—			2,287
Total Revenue	$	42,071		$	35,395		$	17,346		$	94,812
Commercial/Government Gross Profit:
Public Carriers and Network Operators	$	3,621		$	236		$	1,092		$	4,949
User, Governments and Resellers	5,834			7,725			4,343			17,902
Total Commercial/Government Gross Profit	9,455			7,961			5,435			22,851
Consumer Gross Profit	—			1,112			—			1,112
Total Gross Profit	$	9,455		$	9,073		$	5,435		$	23,963
Change from the Quarter Ended December 26, 2004:
Commercial/Government Revenue:
Public Carriers and Network Operators	5.9		%	18.2		%	36.4		%	11.9		%
User, Governments and Resellers	34.9			81.0			2.6			43.2
Total Commercial/Government Revenue	22.8			78.5			9.7			34.8
Consumer Revenue	—			(96.6		)	—			(96.6		)
Total Revenue	22.8		%	(58.7		)%	9.7		%	(30.2		)%
Commercial/Government Gross Profit:
Public Carriers and Network Operators	7.4		%	11.8		%	45.8		%	14.3		%
User, Governments and Resellers	21.8			60.5			36.8			40.1
Total Commercial/Government Gross Profit	15.9			58.4			38.5			33.6
Consumer Gross Profit	—			(84.8		)	—			(84.8		)
Total Gross Profit	15.9		%	(26.4		)%	38.5		%	(1.8		)%
Change from the Quarter Ended September 25, 2005:
Commercial/Government Revenue:
Public Carriers and Network Operators	8.5		%	34.6		%	19.5		%	11.7		%
User, Governments and Resellers	7.5			36.1			7.4			18.6
Total Commercial/Government Revenue	7.8			36.0			10.3			17.0
Consumer Revenue	—			(96.1		)	—			(96.1		)
Total Revenue	7.8		%	(57.3		)%	10.3		%	(31.1		)%
Commercial/Government Gross Profit:
Public Carriers and Network Operators	13.1		%	21.0		%	15.9		%	14.0		%
User, Governments and Resellers	(0.2		)	23.3			9.0			11.2
Total Commercial/Government Gross Profit	4.5			23.3			10.3			11.8
Consumer Gross Profit	—			(86.0		)	—			(86.0		)
Total Gross Profit	4.5		%	(37.0		)%	10.3		%	(15.5		)%

(Amounts in Thousands)	Network Infrastructure			Mobile Devices and Accessories			Installation, Test and Maintenance			Total
Nine Months Ended December 25, 2005:
Commercial/Government Revenue:
Public Carriers and Network Operators	$	43,241		$	2,171		$	12,698		$	58,110
User, Governments and Resellers	72,791			78,644			35,805			187,240
Total Commercial/Government Revenue	116,032			80,815			48,503			245,350
Consumer Revenue	—			135,418			—			135,418
Total Revenue	$	116,032		$	216,233		$	48,503		$	380,768
Commercial/Government Gross Profit:
Public Carriers and Network Operators	$	10,285		$	598		$	3,027		$	13,910
User, Governments and Resellers	16,601			19,935			11,851			48,387
Total Commercial/Government Gross Profit	26,886			20,533			14,878			62,297
Consumer Gross Profit	—			16,055			—			16,055
Total Gross Profit	$	26,886		$	36,588		$	14,878		$	78,352
Change from the Nine Months Ended December 26, 2004:
Commercial/Government Revenue:
Public Carriers and Network Operators	1.3		%	(12.0		)%	3.7		%	1.2		%
User, Governments and Resellers	26.6			52.2			4.6			30.6
Total Commercial/Government Revenue	15.8			49.3			4.4			22.2
Consumer Revenue	—			(16.0		)	—			(16.0		)
Total Revenue	15.8		%	0.4		%	4.4		%	5.1		%
Commercial/Government Gross Profit:
Public Carriers and Network Operators	2.8		%	(12.8		)%	2.1		%	1.9		%
User, Governments and Resellers	21.4			43.1			32.1			32.3
Total Commercial/Government Gross Profit	13.6			40.5			24.7			24.0
Consumer Gross Profit	—			(17.9		)	—			(17.9		)
Total Gross Profit	13.6		%	7.1		%	24.7		%	12.3		%