-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, S+xD7cmt2CBhG57N47LWpQBuU8W9VqM81ld4OKaRy5hzybFUELngMw7QrZg+h845 Zyc2CweVUn9ZOe+CfAeI6Q== 0000357064-95-000009.txt : 19950517 0000357064-95-000009.hdr.sgml : 19950516 ACCESSION NUMBER: 0000357064-95-000009 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950330 FILED AS OF DATE: 19950512 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: TCI INTERNATIONAL INC CENTRAL INDEX KEY: 0000357064 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 943026925 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-10877 FILM NUMBER: 95537656 BUSINESS ADDRESS: STREET 1: 222 CASPIAN DR CITY: SUNNYVALE STATE: CA ZIP: 94089 BUSINESS PHONE: 4087476100 MAIL ADDRESS: STREET 1: 222 CASPIN DRIVE CITY: SUNNYVALE STATE: CA ZIP: 94089 FORMER COMPANY: FORMER CONFORMED NAME: TECHNOLOGY FOR COMMUNICATIONS INTERNATIONAL INC DATE OF NAME CHANGE: 19880606 10-Q 1 03/95 10Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 1995 * OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period N/A Commission file number: 0-10877 TCI INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 94- 3026925 (State of other jurisdiction of (I.R.S. Employer Identification Number) incorporation or organization) 222 Caspian Drive, Sunnyvale, California 94089- 1014 (Address of principal executive offices) (Zip Code) (408)747-6100 (Registrant's telephone number, including area code) * The Company is on a 52/53 week fiscal year. The quarter ended on April 2, 1995. For presentation purposes, the Company has indicated its quarter end as March 31, 1995. Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ___ As of March 31, 1995, 3,118,232 shares of Common Stock were outstanding. TCI INTERNATIONAL, INC. PART I FINANCIAL INFORMATION Condensed Consolidated Financial Statements (Unaudited) The unaudited condensed consolidated financial statements included herein have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes the information included herein, when read in conjunction with the financial statements and related notes included in the Company's Annual Report on Form 10-K for the year ended September 30, 1994, filed with the Securities and Exchange Commission, to be not misleading. Further, the following financial statements reflect, in the opinion of management, all adjustments necessary to present fairly the financial position and results of operations as of and for the periods indicated. The results of operations for the six months ended March 31, 1995, are not necessarily indicative of results to be expected for the entire year ending September 30, 1995. TCI INTERNATIONAL, INC. CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited) (In thousands, except per share amounts) Three Months Ended Six Months Ended March 31 March 31 1995 1994 1995 1994 Revenues $ 6,881 $ 5,706 $13,720 $11,687 Operating Costs and Expenses: Cost of revenues 4,454 3,091 8,377 6,826 Marketing, general and administrative 2,421 2,606 5,098 4,792 6,875 5,697 13,475 11,618 Income from operations 6 9 245 69 Investment income, net 315 92 503 216 Income before provision for income taxes 321 101 748 285 Provision for income taxes 19 5 45 11 Income before change in accounting for income taxes 302 96 703 274 Change in accounting for income taxes (SFAS No. 109) - - - 1,511 Net income $ 302 $ 96 $ 703 $ 1,785 Per Share: Income before change in accounting for income taxes $ .09 $ .03 $ .22 $ .08 Net income $ .09 $ .03 $ .22 $ .53 Shares used in per share computations 3,262 3,356 3,250 3,398 See accompanying Notes to Condensed Consolidated Financial Statements. TCI INTERNATIONAL, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (In Thousands) March 31, September 30, 1995 1994 (Unaudited) ASSETS Current Assets Cash and cash equivalents $ 2,415 $ 7,578 Short-term investments 15,416 11,938 Accounts receivable - Billed 2,912 2,686 Unbilled 2,334 2,935 Refundable income taxes 172 739 Inventories 5,329 4,901 Prepaid expenses 468 490 Total current assets 29,046 31,267 Property and equipment, net 1,764 1,889 Other assets 90 85 Total Assets $30,900 $33,241 LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Accounts payable $ 1,520 $ 2,168 Customer deposits and billings on uncompleted contracts in excess of revenue recognized 1,129 2,477 Accrued liabilities 4,129 4,524 Total current liabilities 6,778 9,169 Stockholders' Equity: Common Stock: Authorized - 5,000 shares, $.01 par value Issued - 3,281 shares 11,780 11,993 Shares held in treasury at cost: 163 Shares in March 1995 (720) - 78 Shares in Sept. 1994 - (311) Retained earnings 13,126 12,483 Valuation allowance-short -term investments (64) (93) Total stockholders' equity 24,122 24,072 Total Liabilities and Stockholders Equity $30,900 $33,241 See accompanying Notes to Condensed Consolidated Financial Statements. TCI INTERNATIONAL, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS Six Months Ended March 31, (In thousands) 1995 1994___ (Unaudited) Cash provided by (used in): Operations: Net income $ 703 $1,785 Reconciliation to cash provided by (used in) operations: Depreciation 304 396 Gain on sale of investments - (82) Effect of change in accounting for income taxes (SFAS 109) - (1,511) Changes in assets and liabilities: Accounts receivable 375 9,384 Refundable income taxes 567 - Inventories (428) 236 Prepaid expenses 17 53 Accounts payable (648) (269) Customer deposits (1,348) (2,294) Accrued liabilities (396) (420) Cash provided by (used in) operations (854) 7,278 Investing activities: Purchases of property and equipment (179) (12) Purchases of short-term investments (3,449) (58,318) Proceeds from sale of short-term investments - 50,892 Sale of building - 703 Other - (8) Cash used in investing activities (3,628) (6,743) Financing activities: Repurchase of common stock for treasury stock (681) (517) Cash used in financing activities (681) (517) Net increase (decrease) in cash and cash equivalents (5,163) 18 Cash and cash equivalents at beginning of period 7,578 5,739 Cash and cash equivalents at end of period $ 2,415 $ 5,757 See accompanying Notes to Condensed Consolidated Financial Statements TCI INTERNATIONAL, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Note 1 Inventories included in the consolidated balance sheet consist of the following (in thousands): March 31, September 30, 1995 1994 (Unaudited) Material and component parts $3,718 $3,235 Work-in-Process 1,611 1,666 $5,329 $4,901 Note 2 At March 31, 1995, there were outstanding standby letters of credit of approximately $2,666,000 serving as performance and payment bonds. The standby letters of credit expire at various dates through 1997; however, certain performance bonds are automatically renewable until canceled by the beneficiary. These outstanding standby letters of credit are fully secured by the Company's short term investments. TCI INTERNATIONAL, INC. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS Second Fiscal Quarter of 1995 Compared to Second Fiscal Quarter of 1994 Revenues for the first six months of fiscal year 1995 were $13,720,000, an increase of 17% over revenues of $11,687,000 for the same period a year ago. Revenues for the second quarter increased 21% from $5,706,000 in fiscal year 1994 to $6,881,000 in fiscal year 1995. The increase in revenues is due to a general increase in business activity as well as changes in material flows and the timing of completion of various fixed priced, long- term contracts. Gross profit as a percentage of revenue decreased from 42% to 39% and from 46% to 35% for the six month period and the second quarter, respectively. The decline in gross profit as a percentage of revenue is primarily due to the timing of completion of various foreign and domestic contracts which have a range of gross profit margin associated with them. Gross profit as a percentage of revenues during the remaining six months of the fiscal year may fluctuate significantly, and perhaps decline further due to competitive bidding pressures the Company has recently experienced in its pursuit of significant Broadcast related contracts. Marketing, general and administrative expenses decreased by 7% for the second quarter but have increased 6% for the six month period ending March 31, 1995 compared with prior year periods. The expense variance is due in part to the timing of bids and proposals requiring significant engineering effort and resultant research and development costs. As the Company continues to position itself for commercial pursuits, research and development costs are anticipated to increase during the remaining periods of the fiscal year. Net investment income for the first six months of fiscal year 1995 was $503,000, an increase of 133% over net investment income of $216,000 for the same period in fiscal year 1994. This increase is due to the Company's higher cash balance, cash equivalents and short-term investments and the benefit of comparatively higher interest rates. Net income for the first six months of fiscal year 1995 was $703,000 or $0.22 per share, compared to net income of $1,785,000 or $0.53 per share for the same period in fiscal year 1994. The net income for fiscal year 1994 included the benefit of $1,511,000 or $0.44 per share, to reflect the cumulative effect of adopting SFAS No. 109 "Accounting for Income Taxes." The decline in the average number of outstanding shares is a reflection of the Company's continuing efforts to repurchase its stock under a stock repurchase program initially authorized by its Board of Directors in December of 1993. The Company's total backlog as of March 31, 1995 was $34 million compared to $28 million as of September 30, 1994. The total funded portion of the Company's backlog as of March 31, 1995 was $17 million compared to $21 million as of September 30, 1994. The Company's funded backlog excludes unfunded and unexercised options which the Company believes are likely to be exercised The results of operations for the first six months in fiscal year 1995 are not necessarily indicative of future quarterly or annual performance expectations. LIQUIDITY AND CAPITAL RESOURCES March 31, 1995 Compared to September 30, 1994 Consolidated cash, cash equivalents and marketable securities totaled $17,831,000 on March 31, 1995, compared to $19,516,000 on September 30, 1994. The Company currently believes that its cash, cash equivalents and short- term investments, together with expected revenues from operations, will be sufficient to fund its operations through fiscal 1995. As of March 31, 1995 , the Company has standby letters of credit outstanding of approximately $2,666,000. The standby letters of credit are collateralized by the Company's short-term investments. The Company purchased 144,005 shares of its stock and retired 59,501 shares during the first six months of the fiscal year. The Company held 162,504 of treasury stock as of March 31, 1995. TCI INTERNATIONAL, INC. PART II OTHER INFORMATION Item 4. Submission of Matters to a Vote of Security Holders: The following matters were acted upon at the Annual Meeting of Stockholders of TCI International, Inc. on February 14, 1995. a. Management's nominees for directors, as set forth in the TCI International, Inc. proxy statement dated January 20, 1995 and filed with the Commission, were all elected. Votes for the directors were as follows: John W. Ballard For 2,733,615 Withheld 47,160 Hamilton W. Budge For 2,733,946 Withheld 46,829 Directors whose term of office as a director continued after the meeting were Asaph H. Hall, Arthur H. Hausman, E.M.T. Jones, and Barry J. Shillito. b. A proposal to ratify the selection of Deloitte & Touche LLP as independent public accountants for the fiscal year ending September 30, 1995 was approved. 2,742,225 votes were cast in favor, 34,308 votes were cast against, and 4,242 abstained. Item 6. Exhibits and Reports on Form 8-K a. Exhibits: None b. Reports on Form 8-K: None No other applicable items. SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. TCI INTERNATIONAL, INC. (Registrant) __________________________________ John W. Ballard III Vice President , Chief Financial Officer (Duly authorized officer of the registrant and principal financial officer of the registrant) ___________________________ Date EX-27 2 ART. 5 FDS FOR 2ND QUARTER 10-Q
5 This schedule contains summary financial information extracted from SEC Form 10Q and is qualified in its entirety by reference to such financial statements. 0000357064 TCI INTERNATIONAL, INC. 1,000 6-MOS SEP-30-1995 OCT-1-1994 MAR-30-1995 2,415 15,416 5,418 0 5,329 29,046 10,057 8,294 30,900 6,778 0 11,060 0 0 13,062 30,900 13,720 13,720 8,377 8,377 5,098 0 0 748 45 703 0 0 0 703 .22 0
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