UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q /X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2000 OR / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period N/A Commission file number: 0-10877 TCI INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) DELAWARE 94-3026925 (State of other jurisdiction of (I.R.S. Employer Identification Number) incorporation or organization) 222 CASPIAN DRIVE, SUNNYVALE, CALIFORNIA 94089-1014 (Address of principal executive offices) (Zip Code) (408)747-6100 (Registrant's telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No --- --- As of March 31, 2000, 3,450,675 shares of Common Stock were outstanding. 1 TCI INTERNATIONAL, INC. Table of Contents PART I - FINANCIAL INFORMATION PAGE ---- Item 1. Unaudited Condensed Consolidated Financial Statements Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income 3 Unaudited Condensed Consolidated Balance Sheets 4 Unaudited Condensed Consolidated Statements of Cash Flows 5 Unaudited Notes to Condensed Consolidated Financial Statements 6-7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 8-13 Item 3. Quantitative and Qualitative Disclosure about Market Risk Derivatives and Financial Instruments 14 PART II - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K 15 Signatures 16 2 TCI INTERNATIONAL, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE INCOME (In thousands, except per share amounts) (Unaudited) Three Months Ended Six Months Ended March 31, March 31, 2000 1999 2000 1999 -------- -------- -------- -------- Revenues $ 7,208 $ 6,543 $ 14,325 $ 11,318 -------- -------- -------- -------- Operating costs and expenses: Cost of revenues 4,907 4,651 9,524 7,894 Marketing, general and administrative 2,447 2,585 4,902 5,144 -------- -------- -------- -------- 7,354 7,236 14,426 13,038 -------- -------- -------- -------- Loss from operations (146) (693) (101) (1,720) Interest income, net 154 133 334 302 -------- -------- -------- -------- Income (loss) before provision for income taxes 8 (560) 233 (1,418) Provision for income taxes (180) -- (165) -- -------- -------- -------- -------- Net income (loss) $ 188 $ (560) $ 398 $ (1,418) ======== ======== ======== ======== Other comprehensive income: Unrealized gain on investments 11 -- 5 8 -------- -------- -------- -------- Net comprehensive income $ 199 $ (560) $ 403 $ (1,410) ======== ======== ======== ======== Basic earnings per share: Net income (loss) per share $ .05 $ (.17) $ .12 $ (.45) ======== ======== ======== ======== Shares used in per share computations 3,435 3,212 3,345 3,176 ======== ======== ======== ======== Dilutive earnings per share: Net income (loss) per share $ .05 $ (.17) $ .11 $ (.45) ======== ======== ======== ======== Shares used in per share computations 3,754 3,212 3,663 3,176 ======== ======== ======== ======== See accompanying Notes to Unaudited Condensed Consolidated Financial Statements. 3 TCI INTERNATIONAL, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands except per share amounts) (Unaudited) March 31, September 30, 2000 1999 -------- -------- ASSETS Current assets Cash and cash equivalents $ 7,843 $ 11,310 (Includes restricted cash of $389 on March 31, 2000, $3,846 on Sept. 30, 1999) Short-term investments 5,965 3,360 Accounts receivable Billed 1,360 2,434 Unbilled 6,853 3,416 Inventories 1,448 1,704 Prepaid taxes 269 1,724 Prepaid expenses 602 427 -------- -------- Total current assets 24,340 24,375 Property and equipment, net 1,862 2,033 Other assets 324 321 -------- -------- Total assets $ 26,526 $ 26,729 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 2,781 $ 1,830 Customer deposits and billings on uncompleted contracts in excess of revenue recognized 1,738 3,310 Accrued liabilities 5,074 5,967 -------- -------- Total current liabilities 9,593 11,107 -------- -------- Stockholders' equity: Common stock, par value $.01; authorized 5,000 shares; issued and outstanding 3,460 shares 12,450 11,780 Retained earnings 4,520 4,176 Accumulated other comprehensive loss (3) (8) Treasury shares at cost; 10 and 76 shares as of March 31, 2000 and Sept. 30, 1999 (34) (326) -------- -------- Total stockholders' equity 16,933 15,622 -------- -------- Total liabilities and stockholders' equity $ 26,526 $ 26,729 ======== ======== See accompanying Notes to Unaudited Condensed Consolidated Financial Statements. 4 TCI INTERNATIONAL, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS SIX MONTHS ENDED MARCH 31, (In thousands) (Unaudited) 2000 1999 -------- -------- Cash flows from operating activities: Net income (loss) $ 398 $ (1,418) Adjustments to reconcile net income to cash provided by (used in) operating activities: Depreciation 346 243 Changes in assets and liabilities: Accounts receivable (2,363) (2,272) Inventories 256 (123) Prepaid taxes 1,455 28 Prepaid expenses and other assets (178) (193) Accounts payable 951 1,183 Customer deposits/billing in excess of revenue (1,572) (151) Accrued liabilities (892) 396 -------- -------- Cash used in operations (1,599) (2,307) -------- -------- Cash flows from investing activities: Purchases of property and equipment (175) (879) Purchases of short-term investments (9,942) (5,112) Proceeds from sale of short-term investments 7,341 4,635 -------- -------- Cash used in investing activities (2,776) (1,356) -------- -------- Cash flows from financing activities: Stock options exercised 908 4 Treasury stock purchases -- (15) -------- -------- Cash provided by (used in) financing activities 908 (11) Net decrease in cash and cash equivalents (3,467) (3,674) Cash and cash equivalents at beginning of period 11,310 8,782 -------- -------- Cash and cash equivalents at end of period $ 7,843 $ 5,108 ======== ======== See accompanying Notes to Unaudited Condensed Consolidated Financial Statements 5 TCI INTERNATIONAL, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) NOTE 1. Basis of Presentation The unaudited condensed consolidated financial statements included herein have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. The Company believes the information included herein, when read in conjunction with the financial statements and related notes included in the Company's Annual Report on Form 10-K for the year ended September 30, 1999, filed with the Securities and Exchange Commission, to be not misleading. Further, the accompanying financial statements reflect, in the opinion of management, all adjustments necessary (consisting of normal recurring entries) to present fairly the financial position and results of operations as of and for the periods indicated. The results of operations for the six months ended March 31, 2000, are not necessarily indicative of results to be expected for the entire year ending September 30, 2000. NOTE 2. Inventories Inventories consist of the following (in thousands): March 31, September 30, 2000 1999 ------ ------ Material and component parts $1,058 $1,326 Work in process 390 378 ------ ------ $1,448 $1,704 ====== ====== NOTE 3. Standby Letters of Credit At March 31, 2000 there were outstanding standby letters of credit of approximately $2,316,000 serving as performance and payment bonds. The standby letters of credit expire at various dates through 2001; however, certain performance bonds are automatically renewable until canceled by the beneficiary. These outstanding standby letters of credit are fully secured by the Company's cash or short term investment portfolio. NOTE 4. Net Income per Share Basic per share amounts are computed using the weighted average number of common shares outstanding during the period. Dilutive per share amounts are computed using the weighted average number of common and dilutive common equivalent shares outstanding during the period. Dilutive common equivalent shares consist of common stock issuable upon the exercise of stock options using the treasury stock method. 6 TCI INTERNATIONAL, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) The following schedule reconciles, in thousands, the shares used in the Company's basic and diluted net income (loss) per share calculation. Three Months Ended Six Months Ended March 31, March 31, --------- --------- 2000 1999 2000 1999 ----- ----- ----- ----- Basic earnings per share weighted average shares outstanding 3,435 3,212 3,345 3,176 Effect of dilutive securities options outstanding 319 0 318 0 ----- ----- ----- ----- Denominator for diluted earnings per share - adjusted weighted average shares 3,754 3,212 3,663 3,176 The common stock equivalent of 62,000 shares were excluded from the net loss share calculation for the three months ended and six months ended March 31, 1999, due to their antidilutive effect. As of March 31, 2000 and 1999, there were options outstanding to purchase 637,000 and 842,900 respectively, shares of the Company's common stock. NOTE 5. Accounting Pronouncements In June 1998, the Financial Accounting Standards Board issued SFAS No. 133 "Accounting for Derivative Instruments and Hedging Activities." SFAS No. 133 establishes accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts, (collectively referred to as derivatives) and for hedging activities. It requires that an entity recognize all derivatives as either assets or liabilities in the statement of financial position and measure those instruments at fair value. If certain conditions are met, a derivative may be specifically designated and accounted for as (a) a hedge of the exposure to changes in the fair value of a recognized asset or liability or an unrecognized firm commitment, (b) a hedge of the exposure to variable cash flows of a forecasted transaction, or (c) a hedge of the foreign currency exposure of a net investment in a foreign operation, an unrecognized firm commitment, an available-for-sale security, or a foreign-currency-denominated forecasted transaction. For a derivative not designated as a hedging instrument, changes in the fair value of the derivative are recognized in earnings in the period of change. This statement will be effective for all annual and interim periods beginning after June 15, 2000, and management does not believe the adoption of SFAS No. 133 will have a material effect on the financial position of the Company. 7 TCI INTERNATIONAL, INC. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS Second Fiscal Quarter of 2000 Compared to Second Fiscal Quarter of 1999 Except for historical information contain herein, the matters discussed in this report contain forward-looking statements that involve risks and uncertainties which could cause future results to differ materially. The results of operations for the second three months in fiscal year 2000 are not necessarily indicative of future quarterly or annual performance expectations. Total revenue for the second quarter of fiscal year 2000 was $7,208,000, an increase of 10% over revenue of $6,543,000 for the same period a year ago. Total revenue for the first six months of fiscal year 2000 was $14,325,000 compared to $11,318,000 a year ago, an increase of 27%. Total net income for the second quarter of fiscal year 2000 was $188,000 compared to a net loss of $560,000 in the prior year. Net income for the first six months of the fiscal year 2000 was $398,000 compared to a net loss of $1,418,000 a year ago. Increase in revenue for the first half of the current fiscal year reflects growth in both product groups as discussed in more detail below. The Company has two distinct product groups, the Broadcast Products Group and the Signal Processing Products Group. The Company's product offerings are managed and directed by separate management teams. While the two businesses segments currently share facilities and certain manufacturing resources, the customers who routinely purchase these products are distinct. Segment revenue and operating income for the two product groups were as follows (in thousands): Three Months Ended Six Months Ended March 31, March 31, --------- --------- 2000 1999 2000 1999 ----- ----- ----- ----- Revenue Broadcast Products 2,016 1,943 4,116 3,500 Signal Processing Products 5,192 4,600 10,209 7,818 Operating income (loss) Broadcast Products (668) (209) (660) (390) Signal Processing Products 522 (484) 559 (1,330) 8 TCI INTERNATIONAL, INC. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS Second Fiscal Quarter of 2000 Compared to Second Fiscal Quarter of 1999 Revenue for the Broadcast Products group in the second quarter ended March 31, 2000, increased 4% over revenue a year ago. The net loss for the current quarter was significantly higher than last year due to lower margins on contracts currently being executed by this segment. Fluctuations in revenue from one quarter to the next are inherent in the Company's business due to the project-oriented nature of the business. The Broadcast Products group also made an increased investment in research and development associated with the design efforts on the Digital TV products in the current quarter. Revenue for the Signal Processing Products group for the second quarter ended March 31, 2000, increased 13% over revenue a year ago. Net income was $522,000 compared to a loss of $484,000 in the second quarter of fiscal year 1999. Orders received in the last quarter of fiscal year 1999 for Spectrum Management Systems contributed significantly to the increase in revenue and profitability for the current fiscal quarter. In comparison, fiscal year 1999 results were adversely affected by one major contract which is now complete. Total gross margins for the Company expressed as a percentage of revenue for the current quarter increased from 29% to 32% when compared to the same period in fiscal year 1999. This increase is primarily due to improved execution of existing contracts. Gross margins this quarter were adversely affected by an increase of $453,000 for certain costs not reimbursed by one major overseas customer. Without this adjustment gross margins for the current quarter would have increased from 29% to 37% and would have resulted in an increased in income before taxes from $8,000 to $461,000. Marketing, general and administrative expenses for the second quarter of fiscal year 2000 remained constant with those of fiscal 1999 and decreased as a percentage of revenue to 34% as compared to 40% a year ago. The Company's total backlog as of March 31, 2000 was $22 million compared to $20 million as of March 31, 1999. The total funded portion of the Company's backlog, which excludes unfunded and unexercised options (on U.S. Government contracts) the Company believes are likely to be exercised, was $20 million and $18 million, respectively. 9 TCI INTERNATIONAL, INC. LIQUIDITY AND CAPITAL RESOURCES March 31, 2000 Compared to September 30, 1999 Consolidated cash, cash equivalents and marketable securities totaled $13,808,000 at March 31, 2000, compared to $14,670,000 at September 30, 1999. The Company currently believes that its cash, cash equivalents and short-term investments, together with expected revenues from operations, will be sufficient to fund its operations through fiscal year 2000. Cash used in operations for the first two quarters of fiscal year 2000 was $1.6 million compared to $2.3 million for the same quarters in fiscal 1999. Cash used in the first two quarters of fiscal year 2000 resulted primarily from the decrease in customer deposits and billing in excess of revenue of $1.6 million and an increase in accounts receivable of $2.4 million. Cash used in the first two quarters of fiscal year 1999 was primarily due to the net loss of $1.4 million and an increase in accounts receivable of $2.3 million. Cash used in investing activities in the first two quarters of fiscal year 2000 was $2.8 million compared to cash provided by investing activities of $1.4 million in fiscal year 1999. 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 work 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 revenue, results of operations, and the cash position of the Company. A portion of the Company's revenues is 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. At March 31, 2000, the Company has standby letters of credit outstanding of approximately $2,316,000. The standby letters of credit are collateralized by the Company's cash or short-term investments. 10 TCI INTERNATIONAL, INC. YEAR 2000 ISSUE The Year 2000 statements set forth below are designated as "Year 2000 Readiness Disclosure" pursuant to the Year 2000 Information and Readiness Disclosure Act. We did not experience any significant malfunctions or errors in our operating or business systems when the date changed from 1999 to 2000. Based on operations since January 1, 2000, we do not expect any significant impact to our ongoing business as a result of the "Year 2000 issue." However, it is possible that the full impact of the date change, which was of concern due to computer programs that use two digits to define years, has not been fully recognized. For example, it is possible that Year 2000 or similar issues may occur with billing, payroll, or financial closings at the end of a month, quarter or year. We have not experienced any such problems to date and we believe that any such problems are likely to be minor and correctable. In addition, we could still be negatively impacted if the Year 2000 or similar issues adversely affect our customers or suppliers. We currently are not aware of any significant Year 2000 or similar problems that have arisen for our customers and suppliers. 11 TCI INTERNATIONAL, INC. FACTORS THAT MAY AFFECT FUTURE OPERATING RESULTS The Company operates in a highly competitive environment that involves a number of risks, some of which are beyond the Company's control. The following discussion highlights some of these risks. FLUCTUATIONS IN OPERATING RESULTS The Company's operating results may fluctuate from quarter to quarter and year to year for a number of reasons. While there is no seasonality to the Company's business, because of the Company's relatively small size, combined with the extended delivery cycles of its long-term project-oriented business, revenue and accompanying gross margins are inherently difficult to predict. Since the Company records revenue on a percentage of completion basis, unexpected changes in project budgets during the course of execution can cause revenue and accompanying gross margins to vary from quarter to quarter. Because the Company plans its operating expenses, many of which are relatively fixed in the short term, based on the assumption of stable performance, a relatively small revenue shortfall may cause profitability from operations to suffer. Historically, the Company has endured periods of volatility in its revenue results due to a number of factors, including shortfalls in new orders, delays in the availability of new products, delays in subcontractor provided materials and services, and delays associated with foreign construction activities. Gross margins are strongly influenced by several factors, including pressures to be the low price supplier in competitive bid solicitations, the mix of contract material and non-recurring engineering services, and the mix of newly developed and existing product sold to various customers. The Company believes these historical challenges will continue to affect its future business. In order to address these challenges, the Company intends to pursue a product and market diversification strategy. By leveraging its expertise in RF technology applications, and its ability to conduct business in foreign countries, the Company will pursue outside technology and business acquisitions, which complement various characteristics of its existing core business. MANAGING A CHANGING BUSINESS The Company is in the process of adopting a business management plan that includes substantial investments in its sales and marketing organizations, increased funding of existing internal research and development programs, and certain investments in corporate infrastructure that will be required to support the Company's diversification objectives during the next three years. Inherent in this process are a number of risks, including a higher level of operating expenses, the difficulty of competing with companies of larger size for talented technical personnel, and the complexities of managing a changing business. There also exists the risk the Company may inaccurately estimate the viability of any one or all of its diversification efforts and as a result, may experience substantial revenue shortfalls of a size so significant as to generate losses from operations. 12 TCI INTERNATIONAL, INC. FACTORS THAT MAY AFFECT FUTURE OPERATING RESULTS RISK ASSOCIATED WITH EXPANSION INTO ADDITIONAL MARKETS AND PRODUCT DEVELOPMENT The Company believes that its future success is substantially dependent on its ability to successfully acquire, develop and commercialize new products and penetrate new markets. In addition to the Company's ongoing efforts to diversify its product offerings within its core businesses such as the spectrum management system business, the Company intends to pursue a diverse, but focused product and market development initiative during the next three years. The Company believes that its general knowledge of RF technology and its related applications combined with its ability to conduct business in overseas markets can be exploited to return the Company to an aggressive growth posture. While not strictly limited to these product areas, the Company is currently pursuing certain product and turnkey project initiatives in the FM and digital TV transmission equipment markets which compliment the Company's antenna expertise. There can be no assurance that the Company can successfully develop these or any other additional products, that any such products will be capable of being produced in commercial quantities at reasonable cost, or that any such products will achieve market acceptance. Should the Company expend funds to acquire outside entities or technology, there can be no assurance that sufficient returns will be realized to offset these investments. The inability of the Company to successfully develop or commercialize new products or failure of such products to achieve market acceptance would have a material adverse effect on the Company's business, financial condition and results of operations. RISKS ASSOCIATED WITH CONDUCTING BUSINESS OVERSEAS A substantial part of the Company's revenue is derived from fixed priced contracts with foreign governmental entities. With increasing frequency, the Company finds a demand for its products in third world countries and developing nations which have an inherently more volatile and uncertain political and credit risk profile than the U.S. Government market with which the Company is accustomed to conducting its business. While the Company seeks to minimize the collection risks on these contracts by normally securing significant advanced payments with the balance secured by irrevocable letters of credit, the Company cannot always be assured of receiving full payment for work that it has performed due to unforeseen credit and political risks. Should such default on payments owed the Company ever occur, a significant effect on earnings, cash flows and cash balances may result. COMPETITION Most of the Company's products are positioned in niche markets, which include strong elements of imbedded proprietary technology. In most of these markets, the Company competes with companies of significantly larger size, many of whom have substantially greater technical, marketing, and financial resources compared to similar resources available within the Company. This type of competition has resulted in, and is expected to continue to result in, significant price competition. 13 TCI INTERNATIONAL, INC. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK DERIVATIVES AND FINANCIAL INSTRUMENTS FOREIGN CURRENCY HEDGING INSTRUMENTS The Company transacts business in various foreign currencies. Accordingly, the Company is subject to exposure from adverse movements in foreign currency exchange rates. As of March 31, 2000, the Company had no hedging contracts outstanding. The Company does not use derivative financial instruments for speculative trading purposes, nor does the Company hedge its foreign currency exposure in a manner that entirely offsets the effects of changes in foreign exchange rates. The Company regularly reviews its hedging program and may, as part of this process, determine at any time to change its hedging program. No sensitivity analysis was performed on the Company's hedging portfolio as of March 31, 2000 as there were no hedging contracts outstanding as of March 31, 2000. FIXED INCOME INVESTMENTS The Company's investments in U.S. corporate securities include commercial paper. Foreign securities include certificates of deposit with financial institutions, most of which are denominated in U.S. dollars. The Company's cash equivalents and short-term investments have generally been held until maturity. Gross unrealized gains and losses were negligible as of March 31, 2000. The Company's exposure to market risk for changes in interest rates relate primarily to the Company's investments. The Company places its investments with high credit quality issuers and, by policy, limits the amount of credit exposure to any one issuer. The Company's general policy is to limit the risk of principal loss and ensure the safety of invested funds by limiting market and credit risk. All highly liquid investments with a maturity of three months or less at the date of purchase are considered to be cash equivalents; investments with maturities between three and twelve months are considered to be short-term investments. The average interest rate on the investment portfolio is 5.97%. As of March 31, 2000, there are no investments with maturities greater than 12 months. 14 TCI INTERNATIONAL, INC. PART II - OTHER INFORMATION Item 4. Submission of Matters to a Vote of Security Holders: The following matters were acted upon at the Annual Meeting of Stockholders of TCI International, Inc. on February 8, 2000. a. Management's nominees for directors, as set forth in the TCI International, Inc. proxy statement dated January 8, 2000, and filed with the Commission, were all elected. Votes for the directors were as follows: Asaph Hall For 2,531,964 Against 11,065 Edward M. Jones For 2,531,963 Against 11,066 Slobodan Tkalcevic For 2,531,963 Against 11,066 Directors whose terms of office as a director continued after the meeting were Messrs. Donald C. Cox, C. Alan Peyser, John W. Ballard, III and John L. Anderson. b. A proposal to ratify the selection of KPMG LLP as independent public accountants for the fiscal year ending September 30, 2000 was approved. 2,540,279 votes were cast in favor, 550 votes were cast against, and 2,200 abstained. Item 6. Exhibits and Reports on Form 8-K a. Exhibits: Exhibit 27.1-Financial Data Schedule b. Reports on Form 8-K: None No other applicable items. 15 SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. TCI INTERNATIONAL, INC. ----------------------- (Registrant) /s/ Mary Ann W. Alcon ---------------------------- Mary Ann W. Alcon Chief Financial Officer (Duly authorized officer of the registrant and principal financial officer of the registrant) May 15, 2000 - --------------------------- Date 16