-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FNZdZZZWNMdHtDgipBZ7h3B8SekEPi3c3fxE7CNjd5HUwYdLQSPYEiH8UT2IPGKO Dh5OlJbyaUawLcnaClvM2g== 0000357064-95-000012.txt : 19951227 0000357064-95-000012.hdr.sgml : 19951227 ACCESSION NUMBER: 0000357064-95-000012 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 7 CONFORMED PERIOD OF REPORT: 19950930 FILED AS OF DATE: 19951226 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-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-10877 FILM NUMBER: 95604297 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-K 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ___X__ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Fee Required) For the fiscal year ended September 30, 1995 OR ______ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (No Fee Required) 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 or other jurisdiction of (IRS Employer Identification No.) incorporation or organization) 222 Caspian Drive, Sunnyvale CA 94089 (408) 747-6100 (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices) Securities registered pursuant to Section 12(b) of the Act: Name of each exchange on Title of each class which registered None Securities registered pursuant to Section 12(g) of the Act: Common Stock, $.01 Par Value Indicate by check mark whether the registrant (l) 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_____ Indicate by check mark if disclosure of delinquent filers pursuant to item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K [X] As of September 30, 1995, the aggregate market value of voting stock held by non-affiliates was $25,507,893. . As of September 30, 1995, the number of shares of common stock outstanding was 3,139,433. DOCUMENTS INCORPORATED BY REFERENCE Portions of the Proxy Statement to be filed with the Securities and Exchange Commission in connection with the Annual Meeting of Stockholders to be held on February 13, 1996 are incorporated by reference into Part III hereof. PART I ITEM 1. Business General TCI International, Inc. (the Company) is a holding company which has two operating subsidiaries, Technology for Communications International ("TCI"), a company incorporated in California on March 13, 1968 and BR Communications ("BR"), a company incorporated in California on January 24, 1966. The operating subsidiaries share resources, including facilities, management and labor. Unless the context indicates otherwise, the terms "Company," "TCI," and "BR" shall include their consolidated subsidiaries. On April 28, 1995, the Company incorporated an additional subsidiary in California, TCI Wireless, Inc. ("TCIW"). TCIW was formed to provide HF radio service using facilities and frequencies it intends to purchase, lease, and otherwise share with existing HF service providers in different parts of the world. The Company currently manufactures and markets signal collection systems, spectrum and frequency management systems, special purpose communications systems, and antennas and related equipment for high-power broadcasting, over-the-horizon radar, and short-wave communication. The Company's products historically have been sold primarily to U.S. and foreign government agencies, and to a lesser extent, commercial broadcast entities. See "United States Government Contracts and Regulations." Prior to fiscal year 1994, the Company was organized into three separate operating units. In response to the forecast changes to its order trend, the Company relocated its operations and began a consolidation of its three independent operating units into its present facilities. In fiscal year 1994, the Company completed this physical consolidation and now operates under one central management structure. Products The Company's signal collection systems cover the full spectrum of radio frequencies, while the majority of the Company's antenna and frequency management products are primarily designed for operation in the HF, or "short-wave," portion of the electromagnetic spectrum (1.6 to 30 megahertz), and to the medium frequency portion of this spectrum (0.5 to 1.6 megahertz). High frequency radio signals have the special characteristic of being reflected by the earth's ionosphere and, therefore, offer an effective medium for radio communication over long distances. Antenna Systems High frequency antennas are typically complex wire-strung structures supported by towers up to four hundred feet high. Their design involves complex relationships between many electromagnetic and structural variables. Antennas are an important part of communication systems because effective radio communication depends upon signal strength relative to background noise. The signal-to-noise ratio can be improved by increasing transmitter power and by improving the performance of the transmitting and receiving antennas. In most situations, the ability to increase transmitter power is limited by either regulation or expense; accordingly, antenna design assumes a key role in the practical solution to the problem of increasing signal quality. The integrated application of the Company's proprietary electromagnetic and structural design software, together with the technical experience of its staff, has made it possible for the Company to produce antenna designs having the optimal gain, bandwidth, and power-handling capability required for specific applications and environments, with reductions in design time and expense as well as product cost. Communications antennas of the type designed and manufactured by the Company are usually employed in large scale systems, such as civil shore-to-ship and land-to-air systems, as well as their tactical military counterparts. Typical from approximately $20,000 to $300,000. Broadcast Systems In many countries, short-wave radio broadcasting remains the preferred medium for the governments' international news organizations and propaganda services to reach foreign mass audiences. The U.S. Information Agency (Voice of America) and the BBC World Service are examples of users of radio broadcasting products of the Company. TCI markets high performance, high-power broadcast antennas and antenna systems which operate continuously over a wide range and provide for electronically-controlled broadcasting patterns. Typical system orders range in price between $200,000 and $15,000,000. Within a country's borders, essentially all broadcasting is done using AM, FM, and TV. AM broadcasting uses frequencies in the medium frequency (MF) band in the range 525 to 1705 kHz, which are received by car radios or pocket transistor radios. FM and TV transmissions use frequencies above 30 MHz in the very high and ultra-high (VHF and UHF) frequency range. The Company manufactures antennas for MF broadcasting, which it sells either directly to local broadcasting organizations or to transmitter manufacturers and systems integrators who re-sell to broadcasters. TCI also offers complete MF transmitting systems, including TCI antennas and transmitting and audio equipment manufactured by others and integrated by the Company. The Company has in the past year sold several complete FM and TV transmitting systems comprised of both program input equipment, transmitters, transmission lines, and FM/TV antennas. The company also has several bids outstanding for additional FM and TV transmitting systems. Pay TV systems using cable or wireless technologies have become increasingly popular outside the United States, including a wireless pay TV system which utilizes microwave transmissions to avoid the necessity of wiring to subscribers' homes with coaxial cables. The Company is currently investigating ways to add value to this growing marketplace by developing strategic relationships with current suppliers and exploring product introduction avenues with its own products. Signal Collection Systems Signal collection systems are used to identify, locate, classify, and analyze radio transmissions which may originate at great distances from the system. These functions are performed rapidly, automatically, and without detection by the subject. The systems are principally used by military organizations to locate and track hostile forces. A primary objective of signal collection systems is to locate the source of a transmission as quickly and precisely as possible. The conventional solution to this problem employs multiple "direction-finding" stations to locate a transmitter by triangulation. The Company's proprietary software, however, makes it possible to calculate the approximate distance, as well as the direction, of a transmission source using only a single locating station. Signal collection systems may also require the ability to recognize the presence of new transmission sources rapidly, as well as to classify them by modulation, frequency, and signal characteristics. The Company's signal collection software performs these judgmental tasks automatically, thereby eliminating the need for the large numbers of operating personnel traditionally required. This software may be integrated with additional signal processing equipment and specialized receiving antennas to form various configurations of a computer-based signal collection system. The Company's collection systems can also manage or integrate the output from other intelligence-gathering sources to provide the system operators with integrated information from which useful estimates regarding the disposition and intentions of potential adversaries can be reached. The sales prices of complete signal collection systems typically range from approximately $100,000 to $15,000,000, depending on system configuration. Certain components of a system may be useful to a client in special situations and would be priced considerably less. Radio Spectrum Management Systems Consistent and reliable management of the electromagnetic spectrum and effective enforcement of spectrum utilization regulations have become a world-wide necessity, brought about by the rapid expansion in the number of users of cellular telephones, pagers, and other personal communication devices. The Spectrum Management System produced by the Company provides an integrated solution to this regulatory problem. The principal users of these systems are regulatory agencies whose interest is in identifying and tracking in-country transmitters, and not external, hostile forces. The primary objectives of spectrum management systems are the following: (a) frequency assignments to users; (b) licensing, invoicing and administration; (c) data base management; (d) spectrum monitoring, which includes signal intercept, identification, location and measurement; and (e) preparation and submission of reports. Traditionally, these functions have been performed manually, using stand-alone receivers, measurement instruments, and numerous forms filled out by hand. The Company provides turn-key systems which perform all tasks in an automated, integrated, seamless operation, with a minimum of operator intervention. These systems use Company products, as well as other commercial, off the shelf equipment, integrated in a flexible configuration. This modular architecture allows the use of a common set of building blocks to tailor each system to the exact requirements of the customer. The spectrum management system configuration can vary in complexity from a single site, single position station to a large scale multi-site network, including 10 - 20 fixed sites, plus mobile measurement vans. Typical systems range in price between $500,000 and $20,000,000. Special Purpose Communications Systems The Company has developed and sold special purpose communication systems in response to specific user needs. These systems include communication management systems, automated switching systems, antennas with special survivability specifications, and emergency communication networks. Frequency Management and Spread Spectrum Communication Systems The variability of propagation conditions and the difficulty of locating optimum propagation frequencies reduce the probability of establishing satisfactory HF communications at any given moment. While less than a 100% reliability factor is acceptable for many users of HF communications, historically certain military and diplomatic communicators have demanded a very high level of reliability. In order to achieve the dependability needed by these military and diplomatic users, the Company has developed frequency management systems which allow HF communicators to obtain real-time continuous measurements of spectrum-wide propagation characteristics, interference levels, and channel occupancy. By correlating these measurements, the HF operator can select the optimum frequency over which to communicate. Although developed initially for military users, these products are suitable for other applications, including HF broadcast. The technology and equipment developed for frequency management systems provides highly reliable spread spectrum transmission and reception of short messages. These messages of 40 characters or less can include emergency action commands. Given the change in the world's political environment over the last three years, the Company has observed that the U.S. Government's reliance upon HF communications has decreased, with increasing reliance placed upon satellite communications. There continues to be interest in HF communications by foreign governments who can not access satellites or who place less reliance upon such communications. In addition, the Company is pursuing new commercial applications as well as overseas opportunities. In fiscal 1992, the Company initiated and internally funded two specific product commercialization programs designed to repackage aspects of its frequency management technology for commercial maritime and aviation applications. While marketable products are not expected to be ready before fiscal 1996 or 1997 at the earliest, internal investment will continue on these commercial efforts until either successful product introduction is achieved or it is determined that a viable market does not exist for these communications products. The Company's frequency management systems are currently employed by the United States Army, Navy, Air Force, and Marine Corps, as well as by the armed forces of numerous foreign nations. The price of a minimum configuration is approximately $50,000; however, the price of a typical system configuration is considerably higher. Marketing The Company markets its equipment and systems to U.S. and foreign government agencies by its direct marketing force, supplemented by, for most foreign sales, local representatives who are paid a commission. Communications and broadcast systems are also sold to national telephone and telegraph carriers, information services, and religious organizations. Foreign sales of signal collection systems, frequency management systems, spread spectrum communication systems, and certain antennas having specialized military applications must have the approval of the United States Department of State which limits the sales of such products to foreign markets. Such sales are subject to changes in United States policy concerning the export of military technology. Historically, more than 90% of the Company's overseas sales have been denominated in United States dollars. The value of the United States dollar, relative to foreign currencies, affects the competitive position of the Company's products overseas. See Note 7 of the Notes to Consolidated Financial Statements for information concerning revenues attributable to export sales and individual customers. Manufacturing Antenna systems are generally manufactured to order from standard cable, fittings, insulators, and fasteners. In the manufacturing process, fittings are attached to antenna wires by machinery which also measures, forms, and cuts the wires to close tolerances. Antennas are packaged in pre-assembled kits, reducing installation time and cost, and increasing reliability. Signal collection systems are assembled from standard computers, radio frequency switches, receivers, and specialized instruments manufactured to the Company's specifications. After the proprietary software is incorporated into the system, it is tested in a simulated operating environment. Frequency management products are generally assembled from standard components and other items produced to the Company's specifications, such as printed circuit boards, fabricated metal parts and crystal filters. Many of the products contain microprocessors for which proprietary software is designed and tested by the Company's engineers and technicians. Certain custom communications systems involve the integration of other manufacturers' equipment with products produced by the Company. Radio spectrum monitoring systems are assembled using readily available computer equipment and specialized signal measurement equipment provided by qualified subcontractors. To a significant extent, the heart of such systems lies in the proprietary software that is incorporated into the system. These systems are thoroughly tested in a simulated operating environment prior to final delivery. The Company is dependent upon the ability of its suppliers and subcontractors to meet performance specifications, quality standards, and delivery schedules in order to fulfill commitments to its customers. While the Company endeavors to assure the availability of multiple sources of supply, in certain cases involving complex equipment it must rely on a sole source. The failure of certain suppliers or subcontractors to meet the Company's needs would adversely affect the Company. While the Company has from time to time experienced delays in obtaining raw materials and components, to date these delays have not materially affected its business. Although most of the Company's products are installed by the Company's customers, the Company offers installation services including turn-key project management. United States Government Contracts and Regulations Sales to the U.S. Government under prime and subcontracts accounted for 60%, 52%, and 69% of the Company's revenue in fiscal years 1995, 1994, and 1993, respectively. The Company's U.S. Government business is performed under cost-reimbursement-type contracts (cost-plus-fixed-fee, cost-plus-incentive- fee, and cost-plus-award-fee) and under fixed-price-type contracts (firm fixed-price and fixed-price incentive). During fiscal 1995, 59% of the Company's total revenue came from U.S. Government fixed-priced-type contracts, and 1% from U.S. Government cost-reimbursement-type contracts, compared to 50% and 2%, respectively, in fiscal 1994 and 62% and 7%, respectively, in fiscal 1993. Under U.S. Government regulations, certain costs, including certain financing costs and marketing expenses, are not reimbursable. The U.S. Government also regulates the methods under which costs are allocated to U.S. Government contracts. Additionally, costs incurred under U.S. Government contracts are subject to audit. Management believes the results of such audits, if any, will not have a material effect on the Company's financial results. Contracts with the United States Information Agency ("USIA") combined with subcontracts to companies with prime contracts to the USIA accounted for 18% of total revenues in fiscal year 1995 and 33% in fiscal year 1994. See further discussion regarding a contract with the USIA in Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations." U.S. Government contracts are, by their terms, subject to termination by the U.S. Government either for convenience or for default of the contractor. The continuation of long-term U.S. Government contracts may be dependent upon the continuing availability of Congressional appropriations. Due to the size of the Company's contracts with the USIA and other agencies, a U.S. Government contract termination may have a material negative affect on the operating results of the Company. See further discussion in Item 7 "Management's Discussion and Analysis of Financial Condition and Results of Operations." The Company believes that the United States intelligence community is adjusting its focus from the ex-Soviet Union to a much wider and diverse population of threats. Because of this shift in focus from Cold War driven planning, the Company expects that large, long duration U.S. Government programs in defense intelligence and broadcasting will not return and that revenues from such contracts will continue to constitute a smaller percentage of total revenues in future periods. See Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations." Competition and Risk The Company encounters intensive competition in the sale of its products from numerous other companies. Accordingly, substantial efforts must be undertaken continually and on a long-term basis in order to maintain existing levels of business. All of the Company's major competitors have substantially greater financial and marketing resources than the Company. The world political environment has seen dramatic changes within the last several years and as a result U.S. Government procurements for signal collection systems, special purpose communications systems, and propaganda-oriented broadcasting systems have decreased substantially. As a result, the Company is focusing more on overseas and commercial opportunities, as are the Company's competitors. The principal competitive factors in the broadcast and communications markets are reliability, performance, price, and breadth of product line. The Company's principal competitors in the ground-based, high frequency (HF) communications antenna market are Andrew Corporation, Antenna Products Corporation, CSA, and Marconi Communications Systems, Limited. In the market for HF (short-wave) and medium wave (MF) broadcast antennas, the principal competitors are divisions of larger companies, including Thomcast, Marconi Communications Systems, Limited, and Continental Electronics, all of which also manufacture broadcasting transmitters. The size, international reputation, and vertically integrated operations of these companies give them an advantage over the Company, particularly in bidding on entirely new stations in Third World countries. In signal collection systems, competitors include Lockheed-Martin, GTE Sylvania, TRW, E-Systems, Loral Corporation, Harris Corporation, Andrew Corporation, AEG Telefunken, Siemens Plessey & Co. Ltd., Racal Communications, Rohde and Schwarz, Southwest Research Institute (SWRI), Thomson-CSF, and Tadiran. Performance, the ability to design and produce a system for a specialized application, and price are the principal competitive determinants. Selection of a particular supplier's products for incorporation in a military signal collection system frequently limits further competition by other vendors during the program's life cycle. Manufacturers of HF frequency management systems include, among others, Rockwell International Corp., Harris Corporation, Andrew Corporation, and Racal Communications. Since the competitors' products tend to be less expensive, the Company must convince its customers that its equipment has sufficient performance advantages. Competition to provide radio spectrum monitoring and compliance systems comes from, among others, Tadiran, Rohde and Schwarz, Thomson-C.S.F., Hewlett Packard and Lucas-Zeta. Similar to the Company's position in supplying signal collection systems, best value expressed as a function of performance and price are the competitive determinants in most markets. Additionally, since many of these systems are marketed in less developed countries, the ability to offer attractive financing alternatives also weighs strongly in the customer's decision making process. The Company will continue to rely on the availability of external sources of capital to meet its requirement to offer financing on these international procurements. The Company's communication products are also subject to competition from alternative methods of communications, particularly from satellites and terrestrial microwave transmissions which presently are, and will continue to be, the dominant carriers of long distance communications. However, because these carriers are vulnerable in an armed conflict and require a large capital investment or access to equipment not owned or controlled by the user, the Company believes there is a continuing market for short-wave communication systems. For further information on risks, see Item 7 - "Management's Discussion and Analysis of Financial Condition and Results of Operations." Backlog See Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations." Research and Development See Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations." Patents The Company believes that its success does not depend on the ownership of patents or trademarks but rather on its proprietary software, innovative skills, technical competence, marketing abilities, and responsiveness to customer needs. Employees As of September 30, 1995, the Company had 149 full-time employees plus 13 temporary agencies' employees assigned to the Company. None of the employees are represented by a labor union, and the Company considers its employee relations to be good. The Company's success is dependent on its ability to retain highly-skilled personnel. ITEM 2 - Properties Floor Area (sq. ft.) Lease Company Expiration Leased Date Sunnyvale, CA (1 building) 95,000 2000 Sunnyvale, CA (1 building) 29,000 1998 Total 124,000 In addition, the Company leases office space in Alexandria and Norfolk, Virginia and in Redhill, Surrey, United Kingdom (U.K.). ITEM 3 - Legal Proceedings On December 14, 1994, the California Regional Water Quality Control Board for the San Francisco Bay Region adopted an order naming the Company as a potentially responsible party (PRP), along with several other parties, for ground water contamination in the vicinity of a property the Company formerly occupied as a tenant in Mountain View, California. The Company contends that it is not responsible for any such contamination. In a related development in early 1995, the Regional Water Board ordered the owner of the property to conduct a program of soil sampling to determine if the site is currently a source of ground water contamination. The results of this sampling program were reviewed by and summarized in a letter from the Regional Water Board dated October 11, 1995 in which it concluded that the current levels of contamination do not indicate the site is a source of ground water contamination presently, and as a result no further investigative or remedial action is necessary. However, in its correspondence the Regional Water Board refused to rule out the possibility that the site was a source of contamination in the past and as such it has left the matter to be resolved through binding arbitration. Being named as a PRP could result in the Company becoming subject to a subsequent final order from the Regional Water Board or a defendant in a civil lawsuit in which others might seek to recover from the Company a portion of the costs spent on investigating and cleaning up the contamination. Because there is currently no proposal to impose a final binding regulatory order on the Company, it is not possible to predict either the outcome of the current regulatory proceedings or to estimate with any certainty whether the Company will ultimately be judged to be liable for any portion of the investigation and remediation costs associated with the subject site. During 1990, the Company received a notice from an overseas customer stating that the Company had not fulfilled certain requirements of a $6,000,000 contract. No legal proceedings have been initiated on this claim. The Company believes, based upon a review of the customer's claim and consultation with legal counsel, that the liability, if any, relating to this claim would not have a material adverse effect on its results of operations or its financial position. ITEM 4 - Submission of Matters to a Vote of Security Holders No matters were submitted to a vote of security holders through the solicitation of proxies or otherwise during the fourth fiscal quarter of 1995. Executive Officers of the Registrant Who Are Not Directors In addition to the executive officers who are also directors of the Company, there is the following executive officer who is not a director: Name Age Position John W. Ballard, III 37 Chief Financial Officer, Chief Operating Officer, President of BR, Vice President and General Manager of TCI Mr. John W. Ballard, III joined TCI in 1988 serving in numerous capacities in the Engineering and Administration Departments of the Information Systems Division. In 1990, Mr. Ballard, III was appointed Deputy General Manager and later was appointed Vice President and General Manager of the Information Systems Division of TCI. In 1992, Mr. Ballard, III was appointed as President of BR Communications. In 1993, Mr. Ballard, III was appointed Chief Financial Officer, Chief Operating Officer, and Vice President and General Manager of TCI. Mr. Ballard, III is the son of John W. Ballard, President and CEO of the Company. PART II ITEM 5 - Market for Registrant's Common Equity and Related Stockholder Matters The Company's common stock is traded over-the-counter on the National Market System and quoted on the National Association of Securities Dealers Automated Quotation System (NASDAQ Symbol TCII). The following table sets forth the high and low sales price as reported on the Over-the-Counter National Market System. Fiscal 1995 Fiscal 1994 Quarter Ended High Low High Low December 31 $4.50 $4.00 $4.00 $2.25 March 31 5.88 4.13 4.75 3.38 June 30 7.38 5.13 4.38 3.75 September 30 9.88 6.25 4.38 3.75 As of September 30, 1995, there were 607 stockholders of record. The Company has not paid any cash dividends on its common stock since inception, and the Company presently intends to reinvest any earnings in the business. ITEM 6 - Selected Financial Data The following table summarizes certain selected consolidated financial data and is qualified in its entirety by the more detailed Consolidated Financial Statements included elsewhere herein. Data for the Five Years Ended September 30, 1995 (In thousands, except per share amounts) 1995 1994 1993 1992 1991 Statement of Operations Data: Revenues $29,354 $25,562 $28,258 $62,443 $57,392 Operating Costs and Expenses: Cost of revenues 18,672 15,798 22,613 51,998 44,195 Marketing, general and administrative 10,348 9,555 10,110 12,060 13,029 Write-off of goodwill 0 0 5,462 0 0 Income (loss) from operations 334 209 (9,927) (1,615) 168 Investment income, net 1,072 691 338 1,781 450 Income (loss) before provision (credit) for income taxes 1,406 900 (9,589) 166 618 Income (loss) before change in accounting for income taxes and extraordinary item 1,311 756 (8,322) 237 538 Change in accounting for income taxes (SFAS 109) 0 1,511 0 0 0 Extraordinary tax credit 0 0 0 360 0 Net income (loss) 1,311 2,267 (8,322) 597 538 Per Share: Income (loss) before change in accounting for income taxes and extraordinary item .39 .23 (2.44) .07 .17 Change in accounting for income taxes (SFAS 109) 0 .45 0 0 0 Net income (loss) .39 .68 (2.44) .18 .17 Shares used in per share computations 3,400 3,335 3,417 3,315 3,255 Balance Sheet Data: Working Capital $23,172 $22,098 $19,355 $19,833 $19,141 Total Assets 32,373 33,241 33,895 47,728 50,872 Stockholders' Equity 24,855 24,072 22,620 30,840 29,797
Quarterly Financial Data for the Two Years Ended September 30, 1995 (Unaudited) Since revenues are generally recognized on a percentage of completion basis, which is based upon total direct and indirect costs incurred, there may be fluctuations in the Company's quarterly results. These fluctuations can result from uneven flow of incoming material and revisions to cost estimates on long- term contracts. (In thousands, except per share amounts) Fourth Third Second First Quarter Quarter Quarter Quarter Fiscal 1995 Revenues $7,270 $8,364 $6,881 $6,839 Gross profit 2,685 2,654 2,427 2,916 Net income 332 277 302 400 Net income per share .10 .08 .09 .12 Fiscal 1994 Revenues $5,263 $8,612 $5,705 $5,982 Gross profit 2,326 2,577 2,614 2,248 Net income 220 262 96 1,689 Net income per share .07 .08 .03 .49* * Includes cumulative effect of adopting SFAS No. 109. The one time effect of this adoption is an increase in income of $1,511,000 ($.44 per share) in the first quarter of fiscal year 1994 ITEM 7 - Management's Discussion and Analysis of Financial Condition and Results of Operation Overview The Company's business has been effected by the end of the Cold War, which diminished the worldwide market for high-power, short-wave and medium-wave broadcasting facilities. The Company believes that the United States intelligence community is adjusting its focus from the ex-Soviet Union to a much wider and diverse population of threats. Because of this shift in focus from Cold War driven planning, the Company expects that large, long duration U.S. Government programs in defense intelligence and broadcasting will not return and that revenues from such contracts will continue to constitute a smaller percentage of total revenues in future periods. The Company believes the long-term market for ultra-reliable HF communication systems will be predominantly overseas. The Company intends to pursue smaller projects, largely overseas, with a strong component of proprietary Company products and software. The Company also intends to diversify into non-defense, commercial sources of revenue. With regard to its diversification efforts, the Company will continue to pursue at least three areas of product and market development during the next two to three years. The first two areas identified for diversification relate directly to proprietary elements of frequency management technology for use in commercial aviation and maritime communications applications. The third area of diversification leverages the direction finding technology developed by TCI principally for military applications into a world-wide market for similar radio spectrum monitoring and surveillance equipment. These systems are used by national regulatory agencies, similar to the Federal Communications Commission ("FCC") to maintain order and discipline in the radio spectrum. During fiscal 1995, teamed with the Hewlett Packard Company, the Company achieved its first diversification success as it won a contract to supply radio spectrum monitoring and surveillance equipment to a foreign customer due to be delivered in early 1997. During the last two years the Company has expended approximately $1,200,000 on related research and development efforts for all three of its product and market diversification efforts. All costs for such product development are presently funded internally and are expensed as incurred. While the Company has remained profitable during the period of this investment, the Company expects that the future costs of these development efforts may be significant enough to generate a loss from operations in both fiscal 1996 and 1997. While marketable products are not expected to be ready before fiscal 1996 or 1997, at the earliest, internal investment will continue on each of these commercial efforts until either successful product introduction is achieved or it is determined that a viable market does not exist for these communications products. The Company's funded backlog as of September 30, 1995 was approximately $26 million, compared to approximately $21 million as of September 30, 1994. The following table sets forth the total backlog, which includes the value of unexercised options (on U.S. Government contracts) which the Company believed were likely to be exercised, for the periods indicated (in thousands): As of September 30, 1995 1994 1993 Backlog $36,000 $28,000 $23,000 Of the total $36 million total backlog at 1995 fiscal year end, approximately $25 million is expected to be recognized as revenue prior to September 30, 1996. Most contracts are, by their nature, subject to termination for reasons of cause or default, and on occasion, can be terminated for reasons beyond the control of the Company. The three-year trend of progressive increases to the total backlog is a reflection of the Company's recent success in stabilizing its existing product business base. Of the $36,000 total backlog reported at fiscal 1995 year end, approximately $5,000,000 is associated with the Company's first diversification success in the form of a contract award for the supply of a spectrum monitoring and compliance system for a certain foreign customer. Future growth in revenues and backlog is largely contingent on the ability of the Company to successfully execute its plans for product and market diversification. Results of Operations As an aid to understanding the Company's consolidated operating results, the following table indicates the percentage relationships of income and expense items for each of the last three fiscal years. Percentage of Revenues Years Ended September 30,
1995 1994 1993 Revenues 100.0% 100.0% 100.0% Operating Costs and Expenses: Cost of revenues 63.6 61.8 80.0 Marketing, general and administrative 35.3 37.4 35.8 Write-off of goodwill 0 0 19.3 Income (loss) from operations 1.1 0.8 (35.1) Investment income, net 3.7 2.7 1.2 Income (loss) before provision (credit) for income taxes. 4.8 3.5 (33.9) Provision (credit) for income taxes 0.3 0.6 (4.5) Income (loss) before change in accounting for income taxes and extraordinary item 4.5 3.0 (29.4) Change in accounting for income taxes (SFAS 109) 0 5.9 0 Net income (loss) 4.5% 8.9% (29.4)%
The approximate revenues attributable to contracts from both domestic and overseas customers is shown below (in thousands): 1995 1994 1993 Domestic revenues $18,100 $13,800 $21,400 Overseas revenues 11,200 11,800 6,900 Total $29,300 $25,600 $28,300 For the first time in three years, revenues in fiscal 1995 increased from revenue levels of the previous year. This growth in revenue levels is attributable principally to increased activity in its existing product business. While overseas revenues remained at approximately the same level as fiscal 1994, due to an increase in activity within the Company's broadcast antenna systems business area, domestic revenues increased 31% over prior year levels. The Company anticipates that revenues may continue to grow modestly, particularly in the international sector, but that they will not return to the historical levels of years prior to fiscal 1993 without first achieving success with its product and market diversification efforts. The softening in gross margins experienced during fiscal 1995 reflects a trend that is likely to continue in fiscal 1996 and one that was created by significant competitive bidding pressures to be the low-priced supplier. Absent a one-time, positive contribution to gross margins made possible by better than expected performance against certain fixed-priced contracts during the fourth quarter of fiscal 1995, the cost of revenues would have increased from 63.1% to 67.9% for the fourth quarter and from 63.6% to 64.8% for the fiscal year 1995. Fiscal year 1995 Marketing, General and Administrative ("M,G&A") costs grew approximately 8% over fiscal year 1994 levels, reflecting an increased emphasis placed on marketing related activities as well as a general increase in personnel costs. The Company anticipates quarter to quarter fluctuations in the amount of revenue recognized based upon the timing of receipt of material on its long-term contracts as well as the timing of award of foreign business, and as a result, quarter-to-quarter comparisons of revenues and profitability are not particularly meaningful. Revenues in fiscal year 1994 declined 9.5% from fiscal 1993. Revenue from the VOA modernization program, expressed as both a prime contract from the U. S. Information Agency and a related subcontract, comprised 18%, 33% and 43% of total revenue of the Company in fiscal years 1995, 1994 and 1993, respectively. Cost of revenues decreased from 80% of revenues in fiscal year 1993 to 62% of revenues in fiscal year 1994 due to the reduction in revenue recorded on the VOA contract which did not provide any gross margin during either of the fiscal years. Fiscal year 1994 M,G&A costs declined from the prior year due to continual consolidation efforts made since fiscal year 1992. However, as a percentage of revenues, M,G&A costs increased from 36% to 37% due to the lower revenue base. The one time effect of adopting SFAS No. 109 in fiscal 1994 resulted in an increase in net income of $1,511,000, or $.45 per share. In fiscal 1987 the Company acquired BR Communications and recorded goodwill of $7.6 million in connection with the transaction. Due to a reduction in new orders from the Department of Defense and other U.S. customers, the Company's frequency management equipment revenues had declined between fiscal 1991 and fiscal 1993. During the same period, the Company downsized BR's operations, which included reductions in its workforce and consolidating its principal operating facilities. During fiscal year 1993, the Company continued to monitor BR's operations and recoverability of the recorded investment. In the third quarter of fiscal 1993 there were a number of adverse developments that effected the carrying value of goodwill. These developments included a significant reduction in the scope of a U.S Government procurement, the announcement of Lockheed-Martin and Motorola's production contract for the IRIDIUM global satellite network, discontinued negotiations on the license of BR's technology with an overseas customer and less than expected demand for BR's new tactical communications equipment. Based upon the Company's projected future cash flows to be received from frequency management equipment at such time, including the net cost of product commercialization, the Company determined that there had been an other than temporary decline in the recorded value of goodwill associated with the BR acquisition and wrote off the remaining $5.5 million in the third quarter of fiscal 1993. U.S. Government contracts with anticipated low gross margins, along with anticipated continued strong competition for new U.S. Government contracts and competitive bidding pressure generally, is expected to continue to temper gross margins in fiscal 1996. To offset the expected downturn in revenues from the sale of signal collection systems, antenna systems, and special purpose communication equipment to the U.S. Government, the Company will increasingly focus on overseas sales. However, many overseas customers are also experiencing reductions to their defense equipment budgets. The Company is in the process of developing non-defense applications and repackaging its current technology for sale in commercial markets. There can be no assurance that the Company will be able to successfully develop and market non-defense applications of its technology. Expenditures for independent research and development ("IR&D") were approximately $1,800,000, $1,500,000, and $1,200,000 in fiscal years 1995, 1994, and 1993, respectively. In addition to IR&D, a significant portion of engineering effort is customer-sponsored by both cost reimbursement and fixed-price contracts. Such engineering effort relates to the design and development of new products as well as improvements to existing products. Expenditures for customer-sponsored research, development, and engineering were approximately $3,500,000, $3,200,000, and $5,600,000 in fiscal years 1995, 1994, and 1993, respectively. Additionally, a portion of new product development work of a conceptual nature is charged to bid and proposal costs when the development has an immediate, potential customer. IR&D and bid and proposal costs are included in M,G&A expenses in the statements of operations. Liquidity and Capital Resources As of September 30, 1995, the Company had approximately $19 million in cash and short-term investments. At September 30, 1995, the Company had standby letters of credit outstanding of approximately $5 million, of which $1.5 million are associated with the Voice of America ("VOA") antenna upgrade program. The standby letters of credit are collateralized by the Company's cash or short-term investments. See further discussion in Note 9 of the Notes to Consolidated Financial Statements. The Company currently believes that its cash and expected revenue from operations will be sufficient to fund its operations through fiscal year 1996. A significant portion of the Company's sales is associated with long-term contracts and programs in which there are significant inherent risks. These risks include the uncertainty of economic conditions, dependence on future appropriations and administrative allotments of funds, changes in governmental policies, difficulty of forecasting costs and schedules, product obsolescence, and other factors characteristic of the industry. Contracts with agencies of the U.S. Government or with prime contractors working on U.S. Government contracts contain provisions permitting termination at any time for the convenience of the Government. No assurance can be given regarding future financial results as such results are dependent upon many factors, including economic and competitive conditions, incoming order levels, shipment volume, product margins and foreign exchange rates. The large size of certain of the Company's orders makes it possible that a single contract termination, cancellation, delay, or failure to perform could have a significant adverse effect on revenues, net income, and the cash position of the Company. A portion of the Company's revenues are derived from governments in areas of political instability. The Company generally attempts to reduce the risks associated with such instability by requesting advance payment if appropriate, as well as letters of credit or central government guarantees. Most of the Company's overseas contracts provide for payments in U.S. dollars. However, in certain instances the Company, for competitive reasons, must accept payment in a foreign currency. Management does not consider inflation to be a significant factor in its operations. ITEM 8 - Financial Statements and Supplementary Data See Index to Consolidated Financial Statements. ITEM 9 - Changes in and Disagreements with Accountants on Accounting and Financial Disclosure Not applicable PART III ITEM 10 - Directors and Executive Officers of the Registrant This information is included in Part I of this Report under the caption "Executive Officers of the Registrant who are not Directors" following Item 4, and/or will be included in the definitive Proxy Statement of Registrant filed with the Securities and Exchange Commission and is incorporated herein by reference. ITEM 11 - Executive Compensation This information will be included in the definitive Proxy Statement filed with the Securities and Exchange Commission and is incorporated herein by reference. ITEM 12 - Security Ownership of Certain Beneficial Owners and Management This information will be included in the definitive Proxy Statement filed with the Securities and Exchange Commission and is incorporated herein by reference. ITEM 13 - Certain Relationships and Related Transactions This information will be included in the definitive Proxy Statement filed with the Securities and Exchange Commission and is incorporated herein by reference. PART IV ITEM 14 - Exhibits, Financial Statement Schedules and Reports on Form 8-K A. Financial Statements and Schedules 1. Consolidated Financial Statements as identified in the Index on Page F-1 of this report. 2. Financial Statement Schedules. In accordance with Regulation S-X, individual financial statements of the Registrant and its subsidiaries and other financial statement schedules are not included herewith because (a) they are not applicable to or required of the Registrant or (b) the information required to be set forth therein is included in the financial statements or other schedules. B. Reports on Form 8-K Not applicable. C. Exhibits 3.1 Restated Certificate of Incorporation of TCI International, Inc. (Incorporated by reference to Exhibit 3.1 to the Company's Form 10-K for fiscal year ended September 30, 1990.) 3.2 Bylaws of Technology for Communications International, Inc. (Incorporated by reference to Exhibit 3.2 to the Company's Registration Statement on Form S-4 (No. 33-11265).) 3.3 Amendments to the Bylaws of TCI International, Inc. (Incorporated by reference to Exhibit 3.3 to the Company's Form 10-K for fiscal year ended September 30, 1988.) 3.4 Amendment to Restated Certificate of Incorporation of TCI International, Inc. (Incorporated by reference to Exhibit 3.4 to the Company's Form 10-Q for the quarter ended March 31, 1992.) 4.1 Rights Agreement between the Company and Bank of America, NT&SA, dated December 15, 1989 (Incorporated by reference to Exhibit A to the Company's Form 8-K filed on January 5, 1990.) 4.2 Amendment 1 to Rights Agreement between the Company and Bank of America, NT&SA. (Incorporated by reference to Exhibit 2 to the Company's Form 8, Amendment No. 1 filed on October 7, 1991.) 10.1 Amended and Restated Credit agreement between the Company and Wells Fargo Bank, National Associated. (Incorporated by reference to Exhibit 10.1 to the Company's Form 10-Q for quarter ended June 30, 1994.) 10.2 The Company's Stock Option Plan (1981) as amended. (Incorporated by reference to Exhibit 28(a) to the Company's Registration Statement on Form S-8 filed on December 29, 1988.) 10.3 Form of Incentive Stock Option Agreement under the Company's Stock Option Plan (1981). (Incorporated by reference to Exhibit 28(b) to the Company's Registration Statement on Form S-8 filed on December 29, 1988.) 10.4 Form of Non-Qualified Stock Option Agreement under the Company's Stock Option Plan (1981). (Incorporated by reference to Exhibit 28(c) to the Company's Registration Statement on Form S-8 filed on December 29, 1988.) 10.5 The Company's Employee Stock Ownership Plan (Incorporated by reference to Exhibit 99 to the Company's Registration Statement on Form S-8 filed on December 27, 1993.) 10.6 Amendment No. 1 to the Company's Employee Stock Ownership Plan dated as of October 1, 1992. 10.7 Plan Amendment to the Company's Employee Stock Ownership Plan dated as of January 1, 1994. 10.9 TCI's 401(k) Plan. (Incorporated by reference to Exhibit 10.21 to TCI's Form 10-K for the fiscal year ended September 30, 1986.) 10.11 Agreement and Plan of Reorganization dated August 17, 1987. (Incorporated by reference to Exhibit 3 to Schedule 13D filed on August 27, 1987.) 10.12 Agreement of Merger dated August 17, 1987. (Incorporated by reference to Exhibit 4 to Schedule 13D filed on August 27, 1987.) 10.15 Amendments la, 1b, and 2 to the TCI International, Inc. 401(k) Plan. (Incorporated by reference to Exhibit 10.15 to the Company's Form 10-K for fiscal year ended September 30, 1988.) 10.16 First Amendment to Credit agreement between the Company and Wells Fargo Bank, National Associated. (Incorporated by reference to Exhibit 10.6 to the Company's Form 10-Q for quarter ended December 31, 1994) 10.17A Second Amendment dated April 14, 1995 to Credit agreement between the Company and Wells Fargo Bank, National Associated. 10.17B Third Amendment and Addendum dated April 28, 1995 to Credit agreement between the Company and Wells Fargo Bank, National Associated. 10.17C Fourth Amendment dated September 14, 1995 to Credit agreement between the Company and Wells Fargo Bank, National Associated. 10.19 Purchase agreement dated September 17, 1993 between Technology for Communications International and Morganti International. (Incorporated by reference to Exhibit 10.19 to the Company's Form 10-K for fiscal year ended September 30, 1993) 10.20 Purchase contract dated August 3, 1990 and exercised option dated August 31, 1990 between Technology for Communications International and the United States Information Agency. (Incorporated by reference to Exhibit 10.20 to the Company's Form 10-K for fiscal year ended September 30, 1990.) 10.21 Directors' Indemnification Agreements and Addendum's dated November 29, 1990. (Incorporated by reference to Exhibit 10.21 to the Company's Form 10-K for fiscal year ended September 30, 1990.) 10.23 Lease between Technology for Communications International and Justin M. Jacobs, Jr. DBA Caspian Investments, dated May 1, 1992. (Incorporated by reference to Exhibit 10.23 to the Company's Form 10-Q for the quarter ending March 31, 1992.) 10.24 Lease between Technology for Communications International and RREEF USA FUND-II Inc. dated May 1, 1992. (Incorporated by reference to Exhibit 10.24 to the Company's Form 10-Q for the quarter ending March 31, 1992.) 22 List of subsidiaries of TCI International, Inc. 23 Independent Auditors' Consent TCI INTERNATIONAL, INC. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Reference Independent Auditors' Report F-2 Consolidated Financial Statements: Consolidated Balance Sheets as of September 30, 1995 and 1994 F-3 Consolidated Statements of Operations for the Three Years Ended September 30, 1995 F-4 Consolidated Statements of Stockholders' Equity for the Three Years Ended September 30, 1995 F-5 Consolidated Statements of Cash Flows for the Three Years Ended September 30, 1995 F-6 Notes to Consolidated Financial Statements F-7 INDEPENDENT AUDITORS' REPORT To the Stockholders and Board of Directors of TCI International, Inc.: We have audited the accompanying consolidated financial statements of TCI International, Inc. and its subsidiaries, listed in the accompanying Index to Consolidated Financial Statements. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of TCI International, Inc. and its subsidiaries at September 30, 1995 and 1994, and the results of their operations and their cash flows for each of the three years in the period ended September 30, 1995 in conformity with generally accepted accounting principles. In fiscal 1994, the Company adopted Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes," and Statement of Financial Accounting Standards No. 115, "Accounting for Certain Investments in Debt and Equity Securities," as described in Note 12 and 2, respectively, of the Consolidated Financial Statements. DELOITTE & TOUCHE LLP November 22, 1995 San Jose, California TCI INTERNATIONAL, INC. CONSOLIDATED BALANCE SHEETS In thousands, except per share amounts September 30, 1995 1994 ASSETS Current Assets: Cash and cash equivalents $ 3,598 $ 8,586 (Includes restricted cash of $2,474 in 1995, $1,008 in 1994) Short-term investments 15,068 10,930 Accounts receivable: Billed 3,529 2,686 Unbilled 3,831 2,935 Refundable income taxes 0 739 Inventories 4,282 4,901 Prepaid expenses 382 490 Total Current Assets 30,690 31,267 Property and Equipment, net 1,592 1,889 Other Assets 91 85 Total Assets $32,373 $33,241 LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Accounts payable $ 1,900 $ 2,168 Customer deposits and billings on uncompleted contracts in excess of revenue recognized 1,754 2,478 Accrued liabilities 3,864 4,523 Total Current Liabilities 7,518 9,169 Commitments and Contingencies (Notes 9 and 11) 0 0 Stockholders' Equity: Common stock: Authorized - 5,000 shares, $.01 par value Issued - 3,281 shares in 1995 3,341 shares in 1994 11,780 11,993 Shares held in treasury at cost - 142 shares in 1995; 78 shares in 1994 (634) (311) Retained earnings 13,702 12,483 Net unrealized gain (loss)- short-term investments 7 (93) Total Stockholders' Equity 24,855 24,072 Total Liabilities and Stockholders' Equity $32,373 $33,241 See accompanying Notes to Consolidated Financial Statements. TCI INTERNATIONAL, INC. CONSOLIDATED STATEMENTS OF OPERATIONS In thousands, except per share amounts Years Ended September 30, 1995 1994 1993 Revenues $ 29,354 $ 25,562 $ 28,258 Operating Costs and Expenses: Cost of revenues 18,672 15,798 22,613 Marketing, general and administrative 10,348 9,555 10,110 Write-off of goodwill 0 0 5,462 29,020 25,353 38,185 Income (loss) from operations 334 209 (9,927) Investment income, net 1,072 691 338 Income (loss) before provision (credit) for income taxes 1,406 900 (9,589) Provision (credit) for income taxes 95 144 (1,267) Income (loss) before change in accounting 1,311 756 (8,322) for income taxes Change in accounting for income taxes (SFAS 109) 0 1,511 0 Net income (loss) $ 1,311 $ 2,267 $ (8,322) Per Share: Income (loss) before change in accounting for income taxes $ .39 $ .23 $ (2.44) Net income (loss) $ .39 $ .68 $ (2.44) Shares used in per share computations 3,400 3,335 3,417 See accompanying Notes to Consolidated Financial Statements TCI INTERNATIONAL, INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY In thousands
Common Valuation Stock in Allowance for Common Stock Treasury Retained Short-term Shares Amount Shares Amount Earnings Investments Total Balances at October 1, 1992 3,407 $12,248 0 0 $18,592 0 $30,840 Issuance of common stock to ESOP 33 102 0 0 0 0 102 Net loss 0 0 0 0 (8,322) 0 (8,322) Balances at September 30, 1993 3,440 12,350 0 0 10,270 0 22,620 Repurchase and retirement of common stock (104) (374) 0 0 (54) 0 (428) Repurchase of common stock for treasury stock 0 0 (78) $ (311) 0 0 (311) Stock options exercised 5 17 0 0 0 0 17 Valuation allowance for short-term investments 0 0 0 0 0 $ (93) (93) Net income 0 0 0 0 2,267 0 2,267 Balances at September 30, 1994 3,341 11,993 (78) (311) 12,483 (93) 24,072 Retirement of treasury stock (60) (213) 60 262 (49) 0 0 Repurchase of common stock for treasury stock 0 0 (164) (764) 0 0 (764) Stock options exercised 0 0 40 179 (43) 0 136 Valuation allowance for short-term investments 0 0 0 0 0 100 100 Net income 0 0 0 0 1,311 0 1,311 Balances at September 30, 1995 3,281 $11,780 (142) $ (634) $13,702 $ 7 $24,855
See accompanying Notes to Consolidated Financial Statements. TCI INTERNATIONAL, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS In thousands Year Ended September 30, 1995 1994 1993 Cash provided by (used in): Operations: Net income (loss) $ 1,311 $ 2,267 $(8,322) Reconciliation to cash provided by (used in) operations: Depreciation and amortization 644 736 1,478 Amortization and write-off of goodwill 0 0 5,756 (Gain) loss on properties held for resale 0 (363) 316 Gain on sale of investments (32) (82) (125) Effect of change in accounting for income taxes (SFAS 109) 0 (1,511) 0 Deferred income taxes 0 0 (115) Changes in assets and liabilities: Accounts receivable (1,739) 7,324 (1,596) Refundable income taxes 739 46 (785) Inventories 619 715 1,225 Prepaid expenses and other assets 102 (18) 24 Accounts payable (268) 699 (4,357) Customer deposits and billings on uncompleted contracts in excess of revenue recognized (724) (1,274) 1,561 Accrued liabilities (659) (225) (2,600) Cash provided by (used in) operations (7) 8,314 (7,540) Investing activities: Purchases of property and equipment (347) (275) (191) Purchases of short-term investments (32,830) (9,874) (7,945) Proceeds from sale of short-term investments 2,564 689 1,724 Proceeds from maturity of short-term investments 26,260 1,174 11,694 Proceeds from sale of buildings 0 1,725 0 Other 0 57 529 Cash provided by (used in) investing activities (4,353) (6,504) 5,811 Financing activities: Repurchases of common stock (764) (739) 0 Stock options exercised 136 17 0 Cash used in financing activities (628) (722) 0 Net increase (decrease) in cash and cash (4,988) 1,088 (1,729) equivalents Cash and cash equivalents at beginning of year 8,586 7,498 9,227 Cash and cash equivalents at end of year $ 3,598 $ 8,586 $ 7,498 See accompanying Notes to Consolidated Financial Statements.
TCI INTERNATIONAL, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. Significant Accounting Policies Principles of Consolidation - The consolidated financial statements include the accounts of TCI International, Inc. and its subsidiaries (collectively, the "Company"). TCI International, Inc. is a holding company engaged in the design and supply of signal collection systems, high frequency antennas, and specialized communication and frequency monitoring and management systems through its three wholly-owned subsidiaries, Technology for Communications International ("TCI"), BR Communications ("BR"), and TCI Wireless ("TCIW"). All significant intercompany balances and transactions have been eliminated. Although for presentation purposes the Company has indicated its year end as September 30, its fiscal year actually ends on the Sunday nearest to September 30. The Company's fiscal years for 1995, 1994, and 1993 ended on October 1, October 2, and October 3, respectively. Cash Equivalents - Cash equivalents consist of money market investments, government securities, and commercial paper purchased with an original maturity of less than 90 days. The restricted cash represents amount collateralized at the end of the fiscal year for stand-by letters of credit. Revenue Recognition - Revenues and costs under cost-reimbursable type contracts are recognized as costs are incurred and include applicable fees. Revenues from contracts calling for delivery of standard products are recognized as the product is shipped. Revenues and costs under certain long-term fixed-price contracts are recognized on the percentage-of-completion method, based on total direct and indirect production costs incurred. Amounts in excess of agreed upon contract price for customer-directed changes, constructive changes, customer delays or other causes of additional contract costs are recognized in contract value if it is probable that a claim for such amounts will result in additional revenue and the amounts can be reasonably estimated. Revisions in cost and profit estimates are reflected in the period in which the facts requiring the revision become known and are estimable. Losses on contracts are recorded when identified. Risks Associated with Long-Term Contracts - A significant portion of the Company's revenue has been associated with long-term contracts and programs in which there are significant inherent risks. These risks include the uncertainty of economic conditions, dependence on future appropriations and administrative allotment of funds, changes in governmental policies, difficulty of forecasting costs and work schedules, product obsolescence, and other factors characteristic of the industry. To offset the expected downturn in revenues from the sales of signal collection systems, antenna systems, and special communications equipment to the U.S. Government, the Company will increasingly focus on overseas and commercial sales. However, many overseas customers are also experiencing reductions in their defense equipment budgets. Contracts with the U.S. Government are, by their terms, subject to termination by the U.S. Government either for its convenience or for default by the contractor. Additionally, costs incurred under U.S. Government contracts are subject to audit. Management believes the results of such audits, when conducted, will not have a material effect on the Company's financial results (see Note 7). Research and Development Expenses - Marketing, general and administrative expenses include independent (not directly related to or funded by a customer contract) research and development costs of $1,830,000 in fiscal 1995 $1,512,000 in fiscal 1994, and $1,175,000 in fiscal 1993. Inventories - Inventories are stated at the lower of cost (first-in, first-out basis) or market and include material, labor, and overhead. Property and Equipment - Property and equipment are stated at cost and are depreciated or amortized using the straight-line method over the following estimated useful lives: Years Machinery and equipment 3 - 10 Leasehold improvements Life of lease TCI INTERNATIONAL, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Net Income (Loss) per Share - Net income per share is computed based on the weighted average number of common shares outstanding and common equivalent shares outstanding. Common equivalent shares consist of the dilutive effect of stock options. Net loss per share excludes common stock equivalents as the effect is anti-dilutive. Reclassifications - Certain amounts in the 1994 balance sheet have been reclassified to conform to the 1995 presentation. 2. Short-term Investments Statement of Financial Accounting Standards No. 115 (SFAS 115), "Accounting for Certain Investments in Debt and Equity Securities", was issued in May 1993. The Company adopted SFAS 115 effective October 1, 1993. Accordingly, the Company classifies its short-term investments as "available-for-sale securities" and the carrying value of such securities has been adjusted to fair market value. The resulting change in fair market value is reported as a separate component of stockholders' equity and is unrealized gain of $7,000 in fiscal 1995 and unrealized loss of $93,000 in fiscal 1994. Short-term investments consist of the following: September 30, 1995 1994 (In thousands) Short-term investment portfolio $ 8,913 $ 5,034 Treasury bill mutual funds 2,921 4,456 Certificates of deposit 3,234 1,440 Carrying value $15,068 $10,930 Market value $15,068 $10,930 The short-term cash management portfolio is managed by a bank which invests primarily in stocks and bonds based upon the Company's investment guidelines. The securities are of investment quality to ensure safety of principal and are selected by the bank, who has been given semi-discretionary authority to manage assets in the portfolio. The certificates of deposits all mature within one year. Cash equivalents and short term investments totaling $4,820,000 are held by banks as collateral for outstanding stand-by letters of credit. Investment income consists of the following: Year ended September 30, 1995 1994 1993 (In thousands) Dividend income $ 0 $ 0 $ 2 Interest income and other 1,040 609 212 Realized gain on sale of securities 32 82 124 $1,072 $ 691 $ 338 TCI INTERNATIONAL, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 3. Accounts Receivable Accounts receivable contain amounts which are billed in accordance with the terms of the related contracts, which may allow for progress billings upon shipment, billings upon completion, or other billing arrangements. Such amounts are classified as billed accounts receivables. Unbilled accounts receivables represent revenue recognized generally under a percentage of completion basis which, based upon the terms of the related contracts are not yet billable. Accounts receivable are presented net of progress payments and customer deposits of $6,800,000 and $12,800,000 as of September 30, 1995 and 1994, respectively. Certain U.S. Government contracts contain a retainage provision, whereby a portion of the contract value is not paid until completion and acceptance by the customer. As of September 30, 1995 and 1994, accounts receivable included $444,000 and $882,000 of contract retentions receivable. As of September 30, 1995, approximately $61,000 of such retainages are not expected to be collected within one year. 4. Inventories Inventories consist of the following: September 30, 1995 1994 (In thousands) Material and component parts $ 5,171 $ 4,767 Work in process 1,570 2,676 Inventory reserves (2,459) (2,542) $ 4,282 $ 4,901 There were no significant changes in the inventory reserves in fiscal years 1995, 1994 and 1993. 5. Property and Equipment Property and equipment consist of the following: September 30, 1995 1994 (In thousands) Machinery and equipment $ 8,230 $ 9,512 Leasehold improvements 375 367 8,605 9,879 Accumulated depreciation and amortization (7,013) (7,990) $ 1,592 $ 1,889 6. Goodwill In 1987 the Company acquired BR Communications and recorded goodwill of $7.6 million in connection with the transaction. Due to a reduction in new orders from the Department of Defense (DOD) and other U.S. customers, BR's revenues declined significantly between fiscal 1991 and fiscal 1993. During the same period, the Company continued to downsize BR's operations, which included reductions in its workforce and consolidating its principal operating facilities. During fiscal year 1993, the Company continued to monitor BR's operations and recoverability of the recorded investment. In the third quarter of fiscal 1993 the Company determined that there were a number of adverse developments that effected the carrying value of goodwill. These developments included a significant reduction in the scope of a U.S Government procurement, the announcement of Lockheed-Martin and Motorola's production contract for the IRIDIUM global satellite network, discontinued negotiations on the license of BR's technology with an overseas customer and less than expected demand for BR's new tactical communications equipment. Based upon the Company's projected future cash flows to be received from the sales of BR equipment, including the net cost of product commercialization, the Company determined that there had been an other than temporary decline in the recorded value of goodwill associated with the BR acquisition and wrote off the remaining $5.5 million in the third quarter of fiscal 1993. TCI INTERNATIONAL, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 7. Export Revenues and Revenues from Major Customers Revenues were derived from sales to customers located in the following geographic areas: Year ended September 30, 1995 1994 1993 (In thousands) United States $ 18,127 $ 13,782 $ 21,680 Europe 3,945 1,229 1,087 Middle East 1,296 1,012 606 Africa 1,915 4,263 165 Asia/Pacific Basin 3,746 3,677 3,396 Other 325 1,599 1,324 $ 29,354 $ 25,562 $ 28,258 Sales under U.S. Government prime contracts and subcontracts accounted for 60%, 52%, and 69% of the Company's total revenues in 1995, 1994, and 1993, respectively of which the U.S. Government prime contracts accounted for 45%, 22%, and 64%, respectively. Revenues from contracts with the United States Information Agency (prime contracts and subcontracts) represented 18%, 33% and 43% of the Company's total revenue for 1995, 1994, and 1993, respectively. 8. Accrued Liabilities Accrued liabilities consist of the following: September 30, 1995 1994 (In thousands) Accrued contract costs $1,642 $2,837 Compensation and employee benefit plans 1,077 662 Accrued vacation 756 649 Other 389 375 $3,864 $4,523 9. Bank Credit Agreements The Company has a bank credit agreement which expires on October 3, 1997 that provides a fully secured credit facility for the issuance of stand-by letters of credits. The credit facility allows the issuance of stand-by letters of credit up to $7,000,000 with expiration dates up to May 31, 1996 and a $3,000,000 sub-limit for stand-by letters of credit with expiration dates between April 1, 1996 and October 3, 1997. This credit facility is secured by the Company's cash or short-term investment portfolio. The agreement contains certain financial covenants which, among other things, requires that the Company maintain a ratio of total debt to tangible net worth of not greater than 1.0 to 1.0 at any given time and net losses not to exceed an aggregate of $5,000,000 in fiscal years ending September 30, 1994, 1995, and 1996. At September 30, 1995, the Company was in compliance with its covenants. At September 30, 1995, there were outstanding stand-by letters of credit of approximately $4,700,000 held as performance and payment bonds. The stand-by letters of credit expire at various dates through 1997; however, certain performance bonds are automatically renewable until canceled by the beneficiary. TCI INTERNATIONAL, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 10. Employee Benefit Plans The Company's operating subsidiaries make contributions to their respective Employee Stock Ownership Plans (ESOP) subject to the approval of the Board of Directors. Accrued contributions were $200,000 for fiscal 1995, $100,000 for fiscal 1994, and $100,000 for fiscal 1993. As of September 30, 1995, the ESOP owns 729,897 of the Company's outstanding shares. The Company has a 401(k) Plan (the Plan) covering all employees of the Company. The Plan provides for voluntary salary reduction contributions of up to 15% of eligible participants' annual compensation. The Company makes matching contributions of up to 2% of participants' annual compensation. The Company's contributions to the Plan were $126,000 for fiscal 1995, $64,000 for fiscal 1994, and $124,000 for fiscal 1993. Under the Company's Stock Option Plan, options may be granted to employees at not less than fair market value at the grant date. Most options vest ratably over an eight year period and expire ten years after the date of the grant. Activity in the Company's option plan is as follows: Shares Option Price Options Outstanding at September 30, 1992 552,226 $7.50 - $11.14 Granted 314,500 2.25 - 3.38 Canceled (201,856) 8.41 - 9.50 Options Outstanding at September 30, 1993 664,870 2.25 - 11.14 Granted 10,000 4.125 Exercised (4,900) 3.375 Canceled (90,680) 3.375 - 11.14 Options Outstanding at September 30, 1994 579,290 2.25 - 11.00 Granted 303,000 4.25 - 8.75 Exercised (40,200) 3.375 Canceled (66,440) 3.375 - 11.00 Options Outstanding at September 30, 1995 775,650 $2.25 - $ 9.50 At September 30, 1995, options for 284,184 shares were exercisable at prices ranging from $2.25 to $9.50 per share and 232,885 shares were available for future grant. Option grants for fiscal year 1995 include 60,000 shares granted to non-employee members of the Company's Board of Directors which are subject to shareholder's approval at the next annual shareholder's meeting. 11. Commitments and Contingencies The Company leases certain of its facilities and equipment under operating leases which expire at various dates through fiscal 2000 and require the following minimum payments: Year Ending September 30, Amounts (in thousands) 1996 $ 593 1997 577 1998 540 1999 450 2000 315 $2,475 Rental expense was $601,000 in fiscal 1995, $568,000 in fiscal 1994, and $664,000 in fiscal 1993. On December 14, 1994, the California Regional Water Quality Control Board for the San Francisco Bay Region adopted an order naming the Company as a potentially responsible party (PRP), along with several other parties, for ground water contamination in the vicinity of a property the Company formerly occupied as a tenant in Mountain View, California. The Company contends that it is not responsible for any such contamination. In a related development in early fiscal 1995, the Regional Water Board ordered the current owner of the property to conduct a program of soil sampling to determine if the site is currently a source of ground water contamination. The results of this sampling program were reviewed by and summarized in a letter from the Regional Water Board dated October 11, 1995 in which it concluded that the current levels of contamination do not indicate the site is a source of ground water contamination presently, and as a result, no further investigative or remedial action is necessary. However, in its correspondence the Regional Water Board refused to rule out the possibility that the site was a source of contamination in the past and as such it has left the matter to be resolved through binding arbitration. Being named as a PRP could result in the Company becoming subject to a subsequent final order from the Regional Water Board or a defendant in a civil lawsuit in which others might seek to recover from the Company a portion of the costs spent on investigating and cleaning up the contamination. Because there is currently no proposal to impose a final binding regulatory order on the Company, it is not possible to predict either the outcome of the current regulatory proceedings or to estimate with any certainty whether the Company will ultimately be judged to be liable for any portion of the investigation and remediation costs associated with the subject site. During 1990, TCI received a notice from an overseas customer stating that the Company had not fulfilled certain requirements of a $6,000,000 contract. No legal proceedings have been initiated on this claim. The Company believes, based upon a review of the customer's claim and consultation with legal counsel, that the liability, if any, relating to this claim would not have a material adverse effect on its results of operations or its financial position. TCI INTERNATIONAL, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 12. Income Taxes In fiscal year 1994 the Company adopted SFAS No. 109 "Accounting for income taxes" which requires an asset and liability method of accounting for deferred income taxes. The cumulative effect of the change was the reversal of previously recorded deferred tax liabilities resulting in an increase in net income of $1,511,000 or $.45 per share. The Company has net operating loss carryforwards for federal and state income tax purposes of approximately $66,000 and $309,000 respectively, which expire through 2008. The Company also has capital loss carryforwards of approximately $3,500,000 which expire in 1996 and which may be used to reduce a future tax provision should the Company have future capital gains. The provision for federal income taxes for the years ended September 30, 1995, 1994, and 1993, consist of the following: Years ended September 30, 1995 1994 1993 (In thousands) Current: Federal 86 140 $ (1,151) State 9 4 (5) Foreign 0 0 4 95 144 (1,152) Deferred: Federal 0 0 (116) State 0 0 1 0 0 (115) Total 95 $ 144 $ (1,267) The effective tax rate differed from the statutory federal income tax rate due to the following: Year ended September 30, 1995 1994 1993 Statutory federal rate 35% 35% (35%) State taxes, net of federal benefit 6 6 0 Amortization and write off of goodwill 0 0 21 Benefit of net operating loss carryforward (36) (23) 0 Alternative minimum tax 2 3 0 Other 0 (5) 1 Effective income tax expense (benefit) rate 7% 16% (13%) TCI INTERNATIONAL, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Deferred income taxes reflect the net tax effects of (a) temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes, and (b) operating loss and tax credit carryforwards. Significant components of the Company's net deferred taxes are as follows: September 30, 1995 September 30, 1994 (In thousands) Deferred tax assets: Net operating loss carryforward 35 533 Long-term contracts 347 940 Accruals not currently deductible 1,249 1,383 1,631 2,856 Deferred tax liabilities: DISC earnings 0 143 Differences in tax basis of property, plant and equipment 140 479 140 622 Valuation allowance 1,491 2,234 Net deferred taxes 0 0 Cash payments for income taxes were $25,000 in 1995. In 1993 and 1994 there were net cash receipts from income tax refund of $70,000 and $73,000, respectively. Pursuant to the requirements to 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. TCI International, Inc. Date: December 22, 1995 By: /s/ John W. Ballard, III John W. Ballard, III Chief Financial Officer (Principal Financial and Accounting Officer) 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. SIGNATURE TITLE DATE /s/ John W. Ballard President and Director December 22, 1995 (John W. Ballard) (Principal Executive Officer) /s/ E.M.T. Jones Director December 22,1995 (E.M.T. Jones /s/ Hamilton W. Budge Director December 22, 1995 (Hamilton W. Budge) /s/ Asaph H. Hall Director December 22, 1995 (Asaph H. Hall) /s/ Arthur H. Hausman Director December 22, 1995 (Arthur H. Hausman) /s/ Barry J. Shillito Director December 22, 1995 (Barry J. Shillito) /s/ Alan C. Peyser Director December 22, 1995 (Alan C. Peyser) /s/ Donald C. Cox Director December 22, 1995 (Donald C. Cox) Ref: Form 10-K 1995 TCI INTERNATIONAL, INC. EXHIBIT INDEX c Number Exhibit 22 List of Subsidiaries of TCI International, Inc. 23 Independent Auditors' Consent EXHIBIT 22 LIST OF SUBSIDIARIES OF TCI INTERNATIONAL, INC. Technology for Communications International, a California corporation (TCI) BR Communications, a California corporation (BR) TCI Wireless, a California corporation (TCIW) EXHIBIT 23 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in Registration Statement Nos. 33-73484, 33-26353, 33-11339, 2-98005 and 2-80875 of TCI International, Inc. on Forms S-8 of our report dated November 22, 1995, which includes an explanatory fourth paragraph including a change in accounting for income taxes, appearing in this Annual Report on Form 10-K of TCI International, Inc. for the year ended September 30, 1995. DELOITTE & TOUCHE LLP San Jose, California December 18, 1995 F- EX-27 2
5 This schedule contains summary financial information extracted from SEC Form 10-K and is qualified in its entirety by reference to such financial statements. 0000357064 TCI INTERNATIONAL, INC 12-MOS SEP-30-1995 SEP-30-1995 3,598 16,068 7,360 0 4,282 30,690 8,605 7,013 32,373 7,518 0 11,146 0 0 13,709 32,373 29,354 29,354 18,672 18,672 10,348 0 0 1,406 95 1,311 0 0 0 1,311 .39 .39
EX-1 3 TCI INTERNATIONAL, INC. EXHIBIT 10.6 EMPLOYEE STOCK OWNERSHIP PLAN AMENDMENT NO . 1 The TCI International, Inc. Employee Stock Ownership Plan, as restated October 1, 1992 (the "Plan"), is hereby amended, effective as of October 1, 1992, as follows: 1. Section 6.3 of the Plan is hereby amended to read as follows: A. As of each Valuation Date, the net income (or loss) of the Trust Fund shall be determined for the period commencing immediately after the last preceding Valuation Date and ending with the current Valuation Date. Each Participant's share of any such net income (or loss) will be allocated to his Investment Account in the ratio that the balance credited to his Investment Account on the immediately preceding Valuation Date (reduced by any distributions, withdrawals or Forfeitures from such Accounts since that date) bears to the sum of the Account balances (as similarly reduced) for all Participants as of that date. However, if there were no Investment Accounts outstanding on the immediately preceding Valuation Date, then such allocation shall be made on the basis of the balance credited to each Stock Account on such preceding Valuation Date (reduced by any distributions, withdrawals or Forfeitures from such Account since that date). Such net income (or loss) shall include the increase nor decrease) in the fair market value of Trust Fund assets (other than Company Stock), interest income, dividends (other than dividends paid on allocated Company Stock) and other income and gains (or losses) attributable to such assets since the immediately preceding Valuation Date, reduced by any expenses charged to the Trust Fund since that date. B. Any cash dividends received on shares of Company Stock credited to the Stock Accounts of Participants and not otherwise reserved for the satisfaction of outstanding Trust obligations under Section 6.2 will be allocated directly to the respective Investment Accounts of such Participants. Any cash dividends received on unallocated shares of Company Stock shall be included in the computation of net income (or loss) of the Trust Fund. Any stock dividends received on Company Stock shall be credited to the Accounts to which such Company Stock is allocated. C. In the event Participating Company contributions and Forfeitures are to be allocated among the Accounts of Participants as of the same date that the Accounts re to be adjusted in accordance with this Section 6.3, such Participating Company contributions and Forfeitures shall not be allocated until such adjustments have been made. IN WITNESS WHEREOF, TCI International, Inc. has caused this Plan Amendment to be executed by its duly-authorized officer on this 30 Day of September, 1993. TCI INTERNATIONAL, INC. By: /s/ Calvin L. Breed, Treasurer EX-2 4 TCI INTERNATIONAL, INC. EXHIBIT 10.7 EMPLOYEE STOCK OWNERSHIP PLAN The TCI International, Inc. Employee Stock Ownership Plan (the "Plan"), as of October 1, 1975, restated in its entirety effective October 1, 1992, in order to comply with applicable requirements of the Federal tax laws and regulations, is hereby amended, effective as of January 1, 1994, as follows: 1. Section 1.08 is hereby restated in its entirety as follows: l.08 Compensation shall mean (I) all compensation, wages and earnings paid to a Participant during the Plan Year, whether in cash or property, for services performed while an employee, but only to the extent such compensation, wages and earnings constitute wages within the meaning of Code Section 3401(a) which are reportable on Form W-2 or other compensation for which the Participant must be furnished with a written statement under Code Section 6041(d) or 6051(a)(3), plus (I1) any elective pre-tax contributions made on the Participant's behalf under the Section 401(k) Plan, and (III) any other elective pre-tax contributions made on the Participant's behalf pursuant to salary deferral or reduction arrangements maintained by one or more Affiliated Companies under Code Sections 125, 401(k), 408(k) and 403(b). Not more than Two Hundred Thousand Dollars ($200,000) of Compensation shall be taken into account per Employee for any Plan Year beginning before December 31, 1993, subject to cost-of-living adjustments authorized from time to time by the Secretary in addition to any other applicable limitations set forth in the Plan and notwithstanding any other provisions of the Plan to the contrary, for Plan Years beginning on or after January 1, 1994, the annual dollar amount of Compensation taken into account under the Plan per Employee shall not exceed the OBRA 93 annual compensation limit. The OBRA 93 limit shall be one Hundred Fifty Thousand Dollars ($150,000.00), as adjusted from time to time for increases in the cost of living in accordance with Code Section 401(a)(17)(B). The cost-of-living adjustment in effect for a calendar year shall apply to any period (not exceeding twelve (12) months) over which Compensation is to be determined (the determination period") beginning in such calendar year. Should the determination period consist of less than twelve (12) months, then the OBRA 93 annual compensation limit shall be multiplied by a fraction, the numerator of which is the number of months in the determination period and the denominator of which is twelve (12). For Plan Years beginning on or after January 1, 1994, any reference in the Plan to the limitation under Code Section 401(a)(17) shall mean the OBRA 93 annual compensation limit set forth above. Compensation shall be relevant for certain designated purposes under the Plan. Included among such purposes are (i) the identification of Highly Compensated Employees, and (ii) the determination of whether the Participating company contributions under the Plan discriminate in favor of such Highly Compensated employees. The following additional rules shall be applicable in determining Compensation in such clause (i) and clause (ii) specified purposes: (A) Each Highly Compensated Employee who is either a five percent (5%) owner (as determined under Code Section 416(i)(1)) of any Affiliated Company or among the ten (10) highest paid individuals on the basis of his own compensation shall, together with his Family Member, be treated as a single Highly Compensated Employee under the Plan, and the Compensation of such single Employee shall be deemed to include the Compensation of the Highly Compensated Employee and his Family Members. (B) In applying the Compensation limit of Code Section 401(a)(17), as set forth above, any Highly Compensated Employee who is a five percent (5%) owner or among the ten (10) highest-paid individuals on the basis of his own Compensation shall, together with his spouse and any lineal descendants who have not attained age nineteen (19) by the close of the Plan Year in question, be treated as a single employee under the Plan. 2. Section 1.12 is hereby restated in its entirety as follows 1.12 Eligible Earnings shall mean (i) all direct and current cash compensation which a participating company pays to an Eligible Employee while a Participant in the Plan, including base salary, overtime payments and bonuses (except to the extent specifically excluded below), (ii) the selective pre-tax contributions made on behalf of such Eligible Employee to the Section 401(k) Plan and (iii) any other pre-tax elective contributions made on behalf of such Eligible Employee pursuant to salary deferral or reduction arrangements maintained by one or more Affiliated Companies under Section 125 or 408(k) of the code. Not more than Two Hundred Thousand Dollars ($200,000) of Eligible Earnings shall be taken into account per Employee for any Plan Year beginning before December 31, 1993, subject to cost-of-living adjustments authorized from time to time by the secretary. In addition to any other applicable limitations set fourth in the Plan are notwithstanding any other provisions of the Plan to the contrary, for Plan Years beginning on or after January 1, 1994, the annual dollar amount of Eligible Earnings taken into account under the Plan per Employee shall not exceed the limitation under Code Section 401 (a) (17). Under no circumstances shall the Eligible Earnings of any individual include (i) any remuneration paid to the Employee prior to the commencement of such individuals participation in the Plan, (ii) any commissions paid to such individual or any foreign travel allowances provided such individual, whether or not such allowances are reportable as W-2 wages, (iii) any remuneration paid in the form of reimbursed moving and relocation expenses or home mortgage differential payments or any income reportable by reason of automobile allowances provided by one or more Affiliated Companies, (iv) any income realized upon exercise of nonqualified stock options or upon disqualifying dispositions of stock acquired under incentive stock options, (v) any income recognized by the Employee under Code Section 79 by reason of group-term life insurance coverage in excess of Fifty Thousand Dollars ($50,000 00), (vi) any Participating Company contributions made to this Plan, and (vii) any Affiliated Company contributions made to any other pension, profit sharing, stock bonus, group insurance or other employee welfare plan (other thanelective pre-tax contributions to the Section 401(k) Plan). Effective as of October 1, 1992 for Employees of Technology For Communications International and effective as of October 1, 1993 for Employees Of BR Communications, overtime payments and field bonuses shall be taken into account as Eligible Earnings only to the extent that such overtime payments and field bonuses do not, when added to all other Eligible Earnings paid to the Eligible Employee for the Plan Year, cause such individuals Eligible Earnings for that Plan Year to exceed twenty-five thousand dollars ($25,000 00). The following additional rules shall be applicable in determining an individual's Eligible Earnings under the Plan: (A) Each Highly Compensated Employee who is either a five percent (5%) owner (as determined under Section 416(i)(1) Of the Code) of any Affiliated Company or among the ten (10) highest paid individuals on the basis of Compensation (as determined under Section 1.8) shall, together with his spouse and any lineal descendants who have not attained age nineteen (19) by the close of the Plan Year in question, be treated as a single Employee unit under the Plan, and the Eligible Earnings of such single Employee unit shall be deemed to include the Eligible Earnings of such Highly Compensated Employee and his spouse and lineal descendants who have not attained age nineteen (19) by the close of such Plan Year. (B) Not more than Two Hundred Thousand Dollars ($200,000) (or when applicable the limitation under Code Section 401(a)(17)) of Eligible Earnings shall be taken into account per Employee Unit under subparagraph (A) per Plan Year, subject to cost-of-living adjustments authorized from time- to-time pursuant to Code Section 415(d). (C) The Eligible Earnings determined for each Employee unit pursuant to subparagraphs (A) and (B) above shall serve as the basis for calculating the aggregate amount of the Participating Company contributions and Forfeitures to be allocated to the members of the unit in accordance with Section 4.2 of the Plan. The allocation of such aggregate amount to the individual members of the Employee unit shall be in proportion to the Eligible Earnings of the unit apportioned to each such member. Such apportionment shall be effected among the individual members in proportion to the dollar amount of their separate Eligible earnings measured prior to imposition of the subparagraph (B) limitation above. (D) For purposes of calculating the Excess Earnings of each individual member of the Employee unit in connection with the Step Three allocation of Participating Company contributions to be made for the Plan Year under Section 4.2, the amount of the Eligible Earnings for the Plan Year apportioned to each such individual under subparagraph (C) shall be reduced by the Taxable Wage Base in effect under Section 4.2 for such Plan Year. The following rules shall be applicable to the calculation of Eligible Earnings each Plan Year to assure that the definition of Eligible Earnings does not discriminate in favor of Participants who are treated as Highly Compensated Employees for the Plan Year in question: (A) The Eligible Earnings Percentage (as defined below) for Qualified Participants who are treated as Highly Compensated Employees for such Plan Year must not be more than the Eligible Earnings Percentage for all other Qualified Participants. (B) The Eligible Earnings Percentage for each group of Qualified Participants shall be the average of the ratios (calculated separately for each Qualified Participant in such group) of (i) the Eligible Earnings of each Qualified Participant in such group to (ii) the Compensation paid to such Qualified Participant for the Plan Year. Qualified Participants within each group shall be determined in accordance with the definitional provisions Of Section 4.2 of the Plan. (C) Should the Eligible Earnings Percentage for Qualified Participants who are treated as Highly Compensated Employees for the Plan Year exceed the Eligible-Earnings Percentage for all other Qualified Participants, then the Eligible Earnings Percentage for the latter group shall be increased until such percentage equals the Eligible Earnings Percentage for Qualified Participants within the group of Highly Compensated Employees. Such increase shall be effected first by increasing the Eligible Earnings Percentage for the Qualified Participant who has the lowest Eligible Earnings Percentage within the group of non-Highly Compensated Employees, by taking into account one or more items of such individual's Compensation for the Plan Year which would not otherwise be included within his Eligible Earnings, until such percentage equals the greater of (i) the increase in the Eligible Earnings Percentage for that individual necessary to allow the Eligible Earnings Percentage for all Qualified Participants within the group of non-Highly Compensated Employees to equal the Eligible Earnings Percentage for all Qualified Participants within the group of Highly Compensated Employees or (ii) the Eligible Earnings Percentage of the Qualified Participant who has the next lowest Eligible Earnings Percentage for the Plan Year, and then such process shall be repeated, for one or more additional Qualified Participants within the group of non-Highly Compensated Employees, in the order of their Eligible Earnings Percentages, beginning with the Qualified Participant within such group who has the next lowest Eligible Earnings Percentage, until the Eligible Earnings Percentage for that group of Qualified Participants equals the Eligible Earnings Percentage for Qualified Participants within the group of Highly Compensated Employees. 3. Section 8.1(a) is hereby restated in its entirety as follows: (a) The benefits to which a Participant becomes entitled under Article VII shall be distributed at such time as the Participant shall specify in his written election to the Administrator. Not less than thirty (30) days, nor more than ninety (90) days, prior to the date specified for the distribution, the Participant shall be provided with written information relating to (i) the material distribution available under the Plan, and (ii) his right to defer such distribution in accordance with the guidelines of this Section 8 1; provided, however, if the Administrator informs the Participant that the Participant has a right to a period of at least thirty (30) days after receiving the notice required under Section 1.411(a)-11(c) of the Income Tax Regulations to consider the decision of whether to elect a distribution (and, if applicable, a particular distribution option), and the Participant, after receiving such notice, elects a distribution, then distribution may commence less than thirty (30) days after the required notice is provided to the Participant. In no event shall any distribution be made to the Participant prior to his attainment of age sixty-five (65), unless the Participant's written consent to such distribution is obtained not more than ninety (90) days prior to the distribution data. However, if the aggregate vested balance credited to the Participant's Account is $3,000 or less at the time the Participant ceases Employee status, then such Accounts shall be distributed in one lump sum not later than sixty (60) days after the close of the plan Year in which such cessation of Employee status occurs, and the participant's consent shall not be required in connection with such distribution. In addition, no consent shall be required in connection with the distribution of benefits under the Plan to the Beneficiary of a deceased Participant or the alternate payee under a Qualified Domestic Relations Order issued to the Plan. 4. Article VIII is hereby amended by the addition of the following new Section 8.6: 8.6 Direct Rollover. Effective for distributions made on or after January 1, 1993, notwithstanding any provision of this Plan to the contrary that would other wise limit a Distributee's election under this Plan, a Distributee may elect, at the time and in the manner prescribed by the Administrator, to have any portion of an Eligible Rollover Distribution paid directly to an Eligible Retirement Plan specified by the Distributee in a Direct Rollover. For these purposes, the following definitions apply: (a) An Eligible Rollover Distribution is any distribution of all or any portion of the balance to the credit of the Distributee, except that an Eligible Rollover Distribution does not include: any distribution that is one of a series of substantially equal periodic payments (not less frequently than annually) made for the life (or life expectancy) of the Distributee or the joint lives (or joint life expectancies0 of the Distributee and the Distributee's designated Beneficiary, or for a specified period of 10 years or more; any distribution to the extent that distribution is required under Section 401(A) (9) of the Code; and the portion of any income (determined without regard to the exclusion for net unrealized appreciation with respect to employer securities). (b) An Eligible Retirement Plan is an individual retirement account described in Code Section 408(a), an individual retirement annuity described in Code Section 408(b), an annuity plan described in Code Section 403(a), or a qualified trust described in Code Section 401(a), that accepts the Distributee's Eligible Rollover Distribution. However, in the case of an Eligible Rollover Distribution to the surviving spouse an Eligible Retirement Plan is an individual retirement account or individual retirement annuity. (c) A Distributee includes an Employee or former Employee. In addition, the Employee's or former employee's surviving spouse and the employee's or former employee's spouse or former spouse who is the alternate payee under a Qualified Domestic Relations Order, as defined in Code Section 414(p), are Distributees with regard to the interest of the spouse or former spouse. (d) A Direct Rollover is a payment by the Plan to the Eligible Retirement Plan specified by the Distributee. 5. Section 17.3(b) is hereby restated in its entirety as follows: (b) The Top Heavy Contribution on behalf of each Eligible Participant shall be in a minimum amount which, when added to such Participant's allocable share of (i) the Participating Companycontributions and Forfeitures under Section 4.2 for such Plan Year, (ii) the matching contributions made to the Section 401(k) Plan and (iii) the Affiliated Company contributions and forfeitures under any other Plan, represent a percentage of his Remuneration for such Plan Year which is at least equal to the lesser of (a) three percent (3%) or (b) the percentage of Remuneration represented by the aggregate amount of Participating Company contributions and forfeitures under this Plan, pre-tax elective and matching contributions under the Section 401(k) Plan and all Affiliated Company contributions and forfeitures under any other Plan which is allocated for such Plan Year to the Accounts of the Key Employee for whom such aggregate percentage is the highest for such Plan year, taking into account only the first $200,000 of his Remuneration (subject to future cost-of-living adjustments pursuant to Code Section 415(d) (2)) or when applicable the limitation under Code Section 401(a) (17)). 6. Except as modified by this Plan Amendment, all the terms and provisions of the Plan (as restated effective October 1, 1992) shall continue in full force and effect. IN WITNESS WHEREOF, TCI International, Inc. Employee Stock Ownership Plan has caused this instrument to be executed on its behalf by its duly authorized officer as of the date set forth above. TCI INTERNATIONAL, INC. By: /s/ Calvin L. Breed Title: Treasurer EX-3 5 SECOND AMENDMENT TO CREDIT AGREEMENT EXHIBIT 10.17a THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is entered into as of April 14, 1995, by and between TCI INTERNATIONAL, INC., a Delaware corporation ("TCI"), TECHNOLOGY FOR COMMUNICATIONS INTERNATIONAL, a California Corporation ("TCI International"), BR COMMUNICATIONS, a California corporation ("BRC"), ("Borrower"), and WELLS FARGO BANK, NATIONAL ASSOCIATION ("Bank"). RECITALS WHEREAS, Borrower is currently indebted to Bank pursuant to the terms and conditions of that certain Credit Agreement between Borrower and Bank dated as of May 17, 1994, as amended from time to time ("Credit Agreement"). WHEREAS, Bank and Borrower have agreed to certain changes in the terms and conditions set forth in the Credit Agreement and have agreed to amend the Credit Agreement to reflect said changes. NOW, THEREFORE, the Credit Agreement is hereby amended as follows: 1. Section 1.1.(a) shall be deleted in its entirety, and the following substituted therefore: (a) Letter of Credit Line. Subject to the terms and conditions of this Agreement, Bank hereby agrees to issue standby letters of credit for the account of BRC or TC International in support of bid bonds, performance bonds and warranty bonds and to secure advance payments to any Borrower for contract work undertaken in the normal course of such Borrower's business (each, a "Letter of Credit" and collectively, "Letters of Credit") from time to time up to and including March 31, 1997; provided however, that the form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion; and provided further, that the aggregate of all undrawn amounts, and all amounts drawn and reimbursed, under any Letters of Credit issued under the Letter of Credit Line (the "Line") shall not at any time exceed the principal amount of SEVEN MILLION AND NO/100 DOLLARS ($7,000,000.00) up to and including May 31, 1996 and on April 1, 1996 the aggregate of all undrawn amounts, and all amounts drawn and unreimbursed, under any Letters of Credit issued under the Line shall be reduced to an amount not at any time to exceed the principal amount of THREE MILLION AND NO/100 DOLLARS ($3,000,000.00) up to and including March 31, 1997. Each Letter of Credit shall be issued for a term not to exceed three (3) years, as designated by Borrowers; provided however, that no Letter of Credit shall have an expiration date subsequent to March 31, 1997, except for the Standby Letter of Credit issued by Bank for the account of Borrower and in favor of Post & Telecommunications Corporation in the principal amount of $489,764.30 which shall have an expiration date of October 3, 1997, nor shall any Letter of Credit with an expiration date subsequent to March 31, 1996 exceed the amount of $3,000,000.00 without prior written Bank consent. Each Letter of Credit shall be subject to the additional terms of the Letter of Credit Agreement and related documents, if any, required by Bank in connection with the issuance thereof (each, a "Letter of Credit Agreement" and collectively, "Letter of Credit Agreements"). 2. Except as specifically provided herein, all terms and conditions of the Credit Agreement remain in full force and effect, without waiver or modification. All terms defined in the Credit Agreement shall have the same meaning when used in this Amendment. This Amendment and the Credit Agreement shall be read together, as one document. 3. Borrower hereby remakes all representations and warranties contained in the Credit Agreement and reaffirms all covenants set forth therein. Borrower further certifies that as of the date of this Amendment there exists no Event of Default as defined in the Credit Agreement, nor any condition, act or event which with the giving of notice or the passage of time or both would constitute any such Event of Default. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the day and year first written above. WELLS FARGO BANK, NATIONAL ASSOCIATION By: /s/ Sherrill Swan, Vice President TCI INTERNATIONAL, INC. By: /s/ John W. Ballard, III, Vice President TECHNOLOGY FOR COMMUNICATIONS INTERNATIONAL By: /s/ John W. Ballard, III, Vice President and General Manager BR COMMUNICATIONS By: /s/ John W. Ballard, III, President EX-4 6 THIRD AMENDMENT TO CREDIT AGREEMENT EXHIBIT 10.17b THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is entered into as of April 28, 1995, by and between TCI INTERNATIONAL, INC., a Delaware corporation ("TCI"), TECHNOLOGY FOR COMMUNICATIONS INTERNATIONAL, a California Corporation ("TCI International"), BR COMMUNICATIONS, a California corporation ("BRC"), ("Borrower"), and WELLS FARGO BANK, NATIONAL ASSOCIATION ("Bank"). RECITALS WHEREAS, Borrower is currently indebted to Bank pursuant to the terms and conditions of that certain Credit Agreement between Borrower and Bank dated as of May 17, 1994, as amended from time to time ("Credit Agreement"). WHEREAS, Bank and Borrower have agreed to certain changes in the terms and conditions set forth in the Credit Agreement and have agreed to amend the Credit Agreement to reflect said changes. NOW, THEREFORE, the Credit Agreement is hereby amended as follows: 1. The second paragraph of Section 1.1(b) shall be deleted in its entirety, and the following substituted therefore: Notwithstanding the foregoing, the outstanding principal balance of the Line, (including both contingent and liquidated liabilities) to a maximum of the principal sum stated above, shall not at any time ,exceed (a) ninety percent (90%) of the fair market value of marketable securities pledged to secure the Line with fair market value determined by Bank subject to the terms of the Addendum to General Pledge Agreement and Third Party Pledge Agreement from time to time in its sole discretion, plus (b) up to and including June 1, 1995, $1,000,000.00. Should, for any reason whatsoever, the outstanding principal balance of the Line at any time exceed said amount, Borrowers shall, immediately upon demand by Bank, pledge or cause to be pledged with Bank additional marketable securities as security for the Letter of Credit Line, of a type and market value satisfactory to Bank. 2. Except as specifically provided herein, all terms and conditions of the Credit Agreement remain in full force and effect, without waiver or modification. All terms defined in the Credit Agreement shall have the same meaning when used in this Amendment. This Amendment and the Credit Agreement shall be read together, as one document. 3. Borrower hereby remakes all representations and warranties contained in the Credit Agreement and reaffirms all covenants set forth therein. Borrower further certifies that as of the date of this Amendment there exists no Event of Default as defined in the Credit Agreement, nor any condition, act or event which with the giving of notice or the passage of time or both would constitute any such Event of Default. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the day and year first written above. WELLS FARGO BANK, NATIONAL ASSOCIATION By: /s/ Sherrill Swan, Vice President TCI INTERNATIONAL, INC. By: /s/ John W. Ballard, III, Vice President TECHNOLOGY FOR COMMUNICATIONS INTERNATIONAL By: /s/ John W. Ballard, III, Vice President and General Manager BR COMMUNICATIONS By: /s/ John W. Ballard, III, President ADDENDUM TO GENERAL PLEDGE AGREEMENT AND THIRD PARTY PLEDGE AGREEMENT THIS ADDENDUM is attached to and made a part of that certain General Pledge Agreement and Third Party Pledge ,Agreement (collectively, "Agreement") executed by TECHNOLOGY FOR COMMUNICATIONS INTERNATIONAL ("Debtor"), as of April 28, 1995, in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION ("Bank"). Debtor acknowledges and agrees as follows: 1. Collateral. Notwithstanding any reference in the Agreement to a transfer, pledge or delivery to Bank, or a deposit with Bank, of the Collateral and Proceeds defined in paragraph 1 of the Agreement, and notwithstanding any reference in the Agreement to the possession, custody or control by Bank of the Collateral or Proceeds, said Collateral includes without limitation: (a) all securities (whether certificated or uncertificated), bonds, documents, instruments, money, notes; repurchase agreements, general intangibles, and all other property of whatever nature or description, whether tangible or intangible, now or hereafter held on account of or for Debtor in Debtor's Overland Express Money Market Fund Account Number 2300422082 with Bank ("Account"); (b) the Account itself and all replacements and substitutions therefore; and (c) Proceeds of all of the foregoing; provided however, that notwithstanding the generality of the foregoing, the term "Collateral" does not include any and Bank disclaims a security interest in all Collective Investment Funds (as hereinafter defined) now or hereafter in the Account. 2. Security Interest. In accordance with and subject to the provisions of the Agreement, and to secure all indebtedness of Debtor, TCI International, Inc. or BR Communications, to Bank, Debtor grants and transfers to Bank a security interest in all of the Collateral described in the Agreement and paragraph 1 of this Addendum. 3. Account Activity. So long as no default exists with respect to the indebtedness secured hereby, Debtor may sell, exchange, transfer or otherwise dispose of assets in and withdraw assets from the Account and, provided however that the Collateral Value of the Account, as hereinafter defined, shall at all times be equal to or greater than one hundred percent (100%) of the outstanding principal balance (including both liquidated and contingent liabilities) of the Letter of Credit Line granted by Bank pursuant to Credit Agreement dated May 17, 1994, as amended from time to time. In the event that the Collateral Value of the Account should, for any reason and at any time, be less than the required amount, Debtor shall promptly either make a principal reduction on the indebtedness secured hereby, or deposit additional assets, of a nature satisfactory to Bank, in either case, sufficient such that the Collateral Value of the Account achieves the required amount, and subject to the possibility of providing cash collateral as described in and pursuant to Section 1.1 of the Credit Agreement. 4. Priority. The terms of this Addendum override and take precedence over any provision to the contrary in any other agreement or other documentation relative to the opening and maintenance of the Account. 5. Defined Terms. All terms defined in the Agreement and used herein shall have the same meaning when used in this Addendum. Collective Investment Funds means a collective investment fund as described in 12 CFR 9.18 and includes without limitation a collective investment fund maintained by Bank's Trust Department. Collateral Value of the Account means the sum of: ninety percent (90%) of the market value of the Account, with market value, in all instances, determined by Bank in its sole discretion and excluding from such computation all WF Securities, Collective Investment Funds or any other assets in which Bank does not have a first priority perfected security interest now or hereafter in the Account, plus, up to and including June 1, 1995, $1,000,000.00. IN WITNESS WHEREOF, the Debtor has executed this Addendum, which amends, replaces and supersedes the Addendum dated January 10, 1995. TECHNOLOGY FOR COMMUNICATIONS INTERNATIONAL By: /s/ John W. Ballard, III, Vice President and General Manager EX-5 7 FOURTH AMENDMENT TO CREDIT AGREEMENT EXHIBIT 10.17c THIS FOURTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment"! is entered into as of September 14, 1995, by and between TCI International, Inc., a Delaware corporation ("TCI"), TECHNOLOGY FOR COMMUNICATIONS INTERNATIONAL, a California corporation ("TCI International"), BR COMMUNICATIONS, A California corporation ("BRC") (collectively "Borrowers" and individually "Borrower"), and WELLS FARGO BANK, NATIONAL ASSOCIATION ("Bank"). RECITALS WHEREAS, Borrower is currently indebted to Bank pursuant to the terms and conditions of that certain Credit Agreement between Borrower and Bank dated as of May 17, 1994, as amended from time to time ("Credit Agreement"). WHEREAS, Bank and Borrower have agreed to certain changes in the terms and conditions set forth in the Credit Agreement and have agreed to amend the Credit Agreement to reflect said changes. NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree that the Credit Agreement shall be amended as follows: 1. Section 5.3. is hereby deleted in its entirety, and the following substituted therefor: SECTION: 5.3. OTHER INDEBTEDNESS. Create, incur, assume or permit to exist any indebtedness or liabilities resulting from borrowings, loans or advances, whether secured or unsecured, matured or unmatured, liquidated or unliquidated, joint or several, except (a) the liabilities of Borrower to Bank, (b) new purchase money obligations, (c) any other liabilities of Borrowers existing as of, and disclosed to Bank prior to, the date hereof, including an aggregate $3,000,000.00 in standby letter of credit facilities from other lending institutions, and (d) bonding by a surety in the maximum aggregate amount of $10,000. 2. Except as specifically provided herein, all terms and conditions of the Credit Agreement remain in full force and effect, without waiver or modification. All terms defined in the Credit Agreement shall have the same meaning when used in this Amendment. This Amendment and the Credit Agreement shall be read together, as one document. 3. Borrower hereby remakes all representations and warranties contained in the Credit Agreement and reaffirms all covenants set forth herein. Borrower further certifies that as of the data of this Amendment there exists no Event of Default as defined in the Credit Agreement, nor any condition, act or event which with the giving of notice or the passage of time or both would constitute any such Event of Default. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the day an year first written above. WELLS FARGO BANK, NATIONAL ASSOCIATION By: /s/ Sherrill Swan, Vice President TCI INTERNATIONAL, INC. By: /s/ John W. Ballard, III, Vice President TECHNOLOGY FOR COMMUNICATIONS INTERNATIONAL By: /s/ John W. Ballard, III, Vice President and General Manager BR COMMUNICATIONS By: /s/ John W. Ballard, III, President -----END PRIVACY-ENHANCED MESSAGE-----