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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): February 10, 1997
LCC INTERNATIONAL, INC.
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(Exact name of registrant as specified in its charter)
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Delaware 0-21213 54-1807038
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification
Number)
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Arlington Courthouse Plaza II
2300 Clarendon Blvd., Suite 800, Arlington, VA 22201 22201
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (703) 351-6666
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ITEM 5. OTHER EVENTS.
On February 10, 1997, LCC International, Inc. (the "Company")
announced that its 1997 Annual Shareholders' Meeting will be held on Tuesday,
May 20, 1997 and that proposals for business to be transacted at this meeting
must be addressed to the Company's Secretary and received at the Company's
principal offices no later than Thursday, February 20, 1997.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS
(c) Exhibits
99. Press Release, dated February 10, 1997 regarding, among other
things, the 1997 Annual Meeting of Shareholders of the
Company.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Date: February 11, 1997 LCC INTERNATIONAL, INC.
By: /s/ RAJENDRA SINGH
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Rajendra Singh
Chairperson of the Board of
Directors
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EXHIBIT INDEX
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PAGE NUMBER IN
EXHIBIT NUMBER EXHIBIT SEQUENTIAL NUMBERING SYSTEM
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99. Press Release, dated February 10, 1997, regarding,
among other things, the 1997 Annual Meeting of
Shareholders of the Company.
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LCC INTERNATIONAL, INC. REPORTS RECORD RESULTS
REVENUES UP 36% AND NORMALIZED PROFORMA EARNINGS UP 60% FOR THE YEAR
ARLINGTON, Va., Feb. 10 /PRNewswire/ -- LCC International Inc , one of the
world's largest providers of radio frequency engineering and network design
services and products to the international wireless telecommunications industry,
today reported record revenues and normalized proforma earnings for the year
ended December 31, 1996.
Revenues for the year were a record $141.6 million, up 36% from the $104.5
million posted in 1995. Excluding the effect of non-cash and non-recurring items
recognized in association with LCC's third quarter initial public offering and
fourth quarter acquisition of European Technology Partner AS (ETP) of Oslo,
Norway, and assuming a 40% effective income tax rate for each period presented,
normalized proforma net income for the full year increased 60% to a record $12.0
million, up from $7.5 million in 1995. Normalized proforma earnings per share
for the year, including the dilutive effect of LCC's initial public offering,
increased 51% to a record $0.80 (on 16.5 million shares) from $0.53 (on 15.6
million shares) in 1995.
Revenues for the quarter were a record $43.4 million, up 32% from the $32.8
million posted in 1995. Normalized proforma net income for the fourth quarter
decreased slightly to $3.8 million, from $4.0 million in 1995, as a result of
certain large, high margin software sales included in the 1995 results.
Normalized proforma earnings per share for the quarter decreased to $0.23 (on
18.9 million shares) from $0.27 (on 15.6 million shares) in 1995, primarily as a
result of the dilutive effect of additional shares issued in connection with
LCC's September 1996 initial public offering.
Mr. Piyush Sodha, President and Chief Executive Officer said "We are very
pleased with the strong operating performance of our Company. The opportunities
open to the wireless industry today are encouraging and given the current
position LCC enjoys, we are optimistic that we can enhance shareholder value
over time."
On December 30, 1996, through its newly formed, wholly-owned Norwegian
subsidiary, LCC International AS, LCC acquired the net assets of ETP for
an aggregate purchase price of $13.75 million. ETP produces hardware and
software products for the wireless industry designed to enhance a system's
performance after the build-out and during the system enhancement and efficiency
phases. As anticipated and previously announced, a substantial portion
of the aggregate purchase price was allocated to in-process research and
development and, accordingly, the Company recorded a one-time,
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non-recurring charge ($5.6 million pre-tax, $4.0 million post-tax at a 28%
Norwegian effective income tax rate, or $0.24 per share) to full year earnings.
In addition, as anticipated, net income for the year ended December 31, 1996,
also includes a non-cash compensation charge ($7.0 million pre-tax, $4.2 million
post-tax, or $0.25 per share) related to a phantom membership and private
company stock option program that was converted to a discounted share option
program at the time of LCC's initial public offering, and a one-time,
non-recurring deferred tax benefit ($8.7 million) related to the conversion from
a limited liability company to a Subchapter C corporation for income tax
purposes at the time of LCC's initial public offering.
Net income for the fourth quarter ended December 31, 1996, included the
one-time, non-recurring in-process research and development charge ($5.6 million
pre-tax, $4.0 million post-tax or $0.21 per share) and a non-cash compensation
charge ($0.7 million pre-tax, $0.4 million post-tax, or $0.02 per share).
Including the effect of non-cash and non-recurring items recognized in
association with LCC's third quarter initial public offering and fourth quarter
acquisition of ETP, LCC reported proforma net income of $3.8 million ($0.30 per
share) and a proforma net loss of $0.7 million ($0.01 per share) for the full
year and fourth quarter, respectively.
This press release may contain forward-looking statements or implications that
are subject to risks and uncertainties. Actual results or performance could
differ materially from those expressed or implied by such forward- looking
statements as a result of risks and uncertainties including changes adversely
impacting demand for LCC's products and services, risks from competition, rapid
technological change and those described from time to time in LCC's reports to
the U.S. Securities and Exchange Commission, including its Registration
Statement on Form S-1, effective September 24, 1996, news releases and other
communications.
The Company's 1997 Annual Shareholders' Meeting will be held on Tuesday, May 20,
1997. Proposals for business to be transacted at the Annual Meeting must be
addressed to the Company's Secretary and received at the Company's principal
offices no later than Thursday, February 20, 1997.
LCC is one of the world's largest providers of radio frequency engineering and
network design services and products to the international wireless
telecommunications industry. The Company's radio frequency engineering business
was founded in 1983, during the early years of the cellular industry. Since that
time, LCC has come to offer a range of complementary services and products
consisting of radio frequency engineering services, program management and
system deployment services, propagation modeling and network analysis software,
and field test measurement and analysis equipment.
LCC International, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations
(In thousands, except per share data)
(Unaudited)
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Three months ended Year ended
December 31, December 31,
1996 1995 1996 1995
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REVENUES:
Service revenue $29,037 $18,047 $93,156 $64,016
Product revenue 14,313 14,717 48,414 40,445
43,350 32,764 141,570 104,461
COST OF REVENUES:
Service revenue 20,608 12,495 65,801 45,682
Product revenue 9,883 7,786 32,039 25,455
30,491 20,281 97,840 71,137
GROSS PROFIT 12,859 12,483 43,730 33,324
OPERATING EXPENSES
Sales and marketing 1,881 1,461 6,475 5,823
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General and administrative 3,358 2,789 12,462 10,108
In-process research &
development 5,605 -- 5,605 --
Non-cash compensation 670 1,130 7,005 4,646
Depreciation and amortization 1,260 1,310 5,039 3,699
12,774 6,690 36,586 24,276
OPERATING INCOME 85 5,793 7,144 9,048
OTHER INCOME (EXPENSE):
Interest expense, net (312) (710) (2,125) (2,193)
Other income 263 402 2,376 1,027
(49) (308) 251 (1,166)
INCOME BEFORE INCOME TAXES 36 5,485 7,395 7,882
PROVISION (BENEFIT) FOR
INCOME TAXES 689 1,863 (5,854) 3,142
NET (LOSS) INCOME $(653) $3,622 $13,249 $4,740
PROFORMA INCOME DATA:
Income before income taxes $36 $5,485 $7,395 $7,882
Proforma provision for
income taxes 689 2,194 3,631 3,153
Proforma net (loss) income $(653) $3,291 $3,764 $4,729
Proforma net (loss) income
per share: $(0.01) $0.22 $0.30 $0.36
NORMALIZED PROFORMA INCOME DATA:
Income before income taxes $36 $5,485 $7,395 $7,882
In-process research &
development 5,605 -- 5,605 --
Non-cash compensation 670 1,130 7,005 4,646
Normalized pre-tax income 6,311 6,615 20,005 12,528
Proforma provision for
income taxes 2,524 2,646 8,002 5,011
Normalized proforma net income $3,787 $3,969 $12,003 $7,517
Normalized proforma net
income per share: $0.23 $0.27 $0.80 $0.53
Common and common
equivalent shares
used in the calculation
of proforma and normalized
proforma net income per share: 18,900 15,579 16,509 15,579
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SOURCE LCC International, Inc.
