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Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.
(a) The following documents are filed as part of this report:
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The following consolidated financial statements are included in Item 8 of this report:
Consolidated Balance Sheets as of March 31, 2002 and April 1, 2001
Consolidated Statements of Income for the fiscal years ended March 31, 2002, April 1, 2001 and March 26, 2000
Consolidated Statements of Changes in Shareholders' Equity for the fiscal years ended March 31, 2002, April 1, 2001 and March 26, 2000
Consolidated Statements of Cash Flows for the fiscal years ended March 31, 2002, April 1, 2001 and March 26, 2000
Notes to Consolidated Financial Statements
Report of Independent Public Accountants
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The following financial statement schedules are included herewith:
Schedule Description
Schedule II Valuation and Qualifying Accounts
Schedules not listed above have been omitted because the information required to be set forth therein is not applicable.
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Exhibits
2.1.1 |
Cartwright Communications Acquisition Agreement (incorporated by reference to Exhibit 2 to Current Report on Form 8-K dated June 3, 1996). |
3.1.1 |
Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1.1 to the Company's Registration Statement on Form S-1 (No. 33-81834)). |
3.1.2 |
Certificate of Retirement of the Registrant (incorporated by reference to Exhibit 3.1.2 to the Company's Registration Statement on Form S-1 (No. 33-81834)). |
3.1.3 |
First Certificate of Amendment to Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1.3 to the Company's Registration Statement on Form S-1 (No. 33-81834)). |
3.1.4 |
Certificate of Amendment to Certificate of Incorporation of the Registrant filed September 6, 1996 (incorporated by reference to Exhibit 3.1.4 to the Company's Annual Report on Form 10-K for the fiscal year ended March 28, 1997). |
3.2.1 |
Amended and Restated By-laws of the Registrant (incorporated by reference to Exhibit 3.2.1 to the Company's Registration Statement on Form S-1 (No. 33-81834)). |
3.2.2 |
First Amendment to Amended and Restated By-laws of the Registrant (incorporated by reference to Exhibit 3.2.2 to the Company's Registration Statement on Form S-1 (No. 33-81834)). |
10.1 |
Employment Agreement dated March 31, 1994 with Robert B. Barnhill, Jr. (incorporated by reference to Exhibit 10.1 to the Company's Registration Statement on Form S-1 (No. 33-81834)). |
10.2.1 |
Employment Letter Agreement between TESSCO Technologies Incorporated and Robert C. Singer (incorporated by reference to Exhibit 10.8 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended September 26, 1999). |
10.2.2 |
Termination of Employment Agreement between TESSCO Technologies Incorporated and Robert C. Singer (incorporated by reference to Exhibit 10.9 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended September 26, 1999). |
10.3.1 |
Employment Letter Agreement between TESSCO Technologies Incorporated and Douglas A. Rein (incorporated by reference to Exhibit 10.10 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended September 26, 1999). |
10.3.2 |
Termination of Employment Agreement between TESSCO Technologies Incorporated and Douglas A. Rein (incorporated by reference to Exhibit 10.10 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended September 26, 1999). |
10.4 |
Stock Option by and between the Registrant and Robert B. Barnhill, Jr. dated September 28, 1994 (incorporated by reference to Exhibit 10.3 to the Company's Registration Statement on Form S-1 (No. 33-81834)). |
10.5 |
Employee Incentive Stock Option Plan, as amended (incorporated by reference to Exhibit 10.21 to the Company's Registration Statement on Form S-1 (No. 33-81834)). |
10.6.1 |
1994 Stock and Incentive Plan, as amended (incorporated by reference to Exhibit 10.22 to the Company's Registration Statement on Form S-1 (No. 33-81834)). |
10.6.2 |
Amendment No. 1 to 1994 Stock and Incentive Plan (incorporated by reference to Appendix No. 1 to the Company's Definitive Proxy Statement filed with the Commission on July 15, 1999). |
10.6.3 |
Amendment No. 2 to 1994 Stock and Incentive Plan (incorporated by reference to Appendix No. 1 to the Company's Definitive Proxy Statement filed with the Commission on July 15, 1999). |
10.6.4 |
Amendment No. 3 to 1994 Stock and Incentive Plan (incorporated by reference to Proposal No. 3 as included in the Company's Definitive Proxy Statement filed with the Commission on July 15, 1999). |
10.6.5 |
Amendment No. 4 to 1994 Stock and Incentive Plan of TESSCO Technologies Incorporated (incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended June 25, 2000). |
10.7 |
Team Member Stock Purchase Plan (incorporated by reference to Appendix No. 2 to the Company's Definitive Proxy Statement filed with the Commission on July 15, 1999). |
10.8.1 |
Financing Agreement dated March 31, 1995 by and between the Company and NationsBank, N.A. (incorporated by reference to Exhibit 10.7 to the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 1995). |
10.8.2 |
First Amendment to Financing Agreement dated September 26, 1996 (incorporated by reference to Exhibit 10.7.2 to the Company's Annual Report on Form 10-K for the fiscal year ended March 28, 1997). |
10.8.3 |
Second Amendment to Financing Agreement dated February 28, 1997 (incorporated by reference to Exhibit 10.7.3 to the Company's Annual Report on Form 10-K for the fiscal year ended March 28, 1997). |
10.8.4 |
Third Amendment to Financing Agreement dated June 1, 1997 (incorporated by reference to Exhibit 10.7.4 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended June 27, 1997). |
10.8.5 |
Fourth Amendment to Financing Agreement dated September 30, 1999 (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended September 26, 1999). |
10.8.6 |
Fifth Amendment to Financing Agreement dated September 28, 2000 (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended June 25, 2000). |
10.9 |
Stock Compensation Plan for Chief Executive Officer dated January 15, 1996 (incorporated by reference to Exhibit 10.11 to the Company's Annual Report on Form 10-K for the fiscal year ended March 29, 1996). |
10.10 |
Second Amended and Restated Revolving Credit Note dated September 28, 2000 (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended June 25, 2000). |
10.11 |
Lease Agreement between TESSCO Inc. and Merritt/Bavar-Va, LLC. (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended September 24, 2000). |
11.1 |
Statement re: Computation of Per Share Earnings (filed herewith). |
21.1 |
Subsidiaries of the Registrant (filed herewith). |
23.1 |
Consent of Independent Public Accountants (filed herewith). |
99.1 |
Arthur Andersen Representation Letter (filed herewith) |
(b) The registrant did not file any reports on Form 8-K during the quarter ended March 31, 2002.
Schedule II: For the Fiscal Years Ended March 31, 2002, April 1, 2001 and March 26, 2000
Valuation and Qualifying Accounts |
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2002 |
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2001 |
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2000 |
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Allowance for doubtful accounts: |
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Balance, beginning of period |
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$ 1,480,100 |
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$ 739,300 |
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$ 551,900 |
Provision for bad debts |
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823,300 |
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972,200 |
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328,100 |
Write-offs |
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(1,581,400) |
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(231,400) |
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(140,700) |
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Balance, end of period |
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$ 722,000 |
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$ 1,480,100 |
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$ 739,300 |
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Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized.
TESSCO TECHNOLOGIES INCORPORATED
By:
Robert B. Barnhill, Jr., President
ay 29, 2002
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned officers and directors of TESSCO Technologies Incorporated, hereby
severally constitute Robert B. Barnhill, Jr. and Robert C. Singer, and each of them singly, our true and lawful attorneys
with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below, the
Form 10-K filed herewith and any and all amendments to said Form 10-K, and generally to do all such things in our names and
in our capacities as officers and directors to enable TESSCO Technologies Incorporated to comply with the provisions of the
Securities Exchange Act of 1934, and all requirements of the Securities and Exchange Commission, hereby ratifying and
confirming our signatures as they may be signed by our said attorneys, or any of them, to said Form 10-K and any and
all amendments thereto.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below
by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Robert B. Barnhill, Jr.
Chairman of the Board, President and Chief Executive Officer (principal executive officer)
May 29, 2002
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Jerome C. Eppler
Director
May 29, 2002
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John D. Beletic
Director
May 29, 2002
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Robert C. Singer
Senior Vice President Chief Financial Officer (principal financial and accounting officer)
May 29, 2002
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Benn R. Konsynski
Director
May 29, 2002
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Dennis J. Shaughnessy
Director
May 29, 2002
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Morton F. Zifferer, Jr.
Director
May 29, 2002
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