<PAGE> 1
================================================================================
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
------------------------
FORM 10-Q
(MARK ONE)
<TABLE>
<S> <C>
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO
.
</TABLE>
COMMISSION FILE NUMBER: 0-21213
------------------------
LCC INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 54-1807038
State of Incorporation) (IRS Employer Identification Number)
7925 JONES BRANCH DRIVE, MCLEAN, VA 22102
(Address of principal executive offices) (Zip Code)
</TABLE>
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (703) 873-2000
NOT APPLICABLE
(Former name, former address and former fiscal year, if changed, since last
report.)
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 ___
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.
Yes ___ No ___
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
As of August 12, 1997, the registrant had outstanding 6,165,391 shares of Class
A Common Stock, par value $0.01 per share (the "Class A Common Stock") and
8,460,984 shares of Class B Common Stock, par value $0.01 per share (the "Class
B Common Stock").
================================================================================
<PAGE> 2
LCC INTERNATIONAL, INC. AND SUBSIDIARIES
QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTER ENDED JUNE 30, 1997
INDEX
<TABLE>
<CAPTION>
PAGE
NUMBER
------
<S> <C> <C>
PART I: FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS
Condensed consolidated statements of operations for the three and six
month periods ended June 30, 1996 and 1997............................. 2
Condensed consolidated balance sheets as of December 31, 1996 and June
30, 1997............................................................... 3
Condensed consolidated statements of cash flows for the six months ended
June 30, 1996 and 1997................................................. 4
Notes to condensed consolidated financial statements..................... 5
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.......................................................... 8
PART II: OTHER INFORMATION........................................................ 16
ITEM 1: Legal Proceedings
ITEM 2: Changes in Securities
ITEM 3: Defaults Upon Senior Securities
ITEM 4: Submission of Matters to a Vote of Security Holders
ITEM 5: Other Information
ITEM 6: Exhibits and Reports on Form 8K
</TABLE>
<PAGE> 3
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
LCC INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
------------------ ------------------
1996 1997 1996 1997
------- ------- ------- -------
<S> <C> <C> <C> <C>
REVENUES:
Service revenues...................................... $21,825 $23,812 $39,281 $44,036
Product revenues...................................... 11,452 13,488 21,083 27,634
------- ------- ------- -------
33,277 37,300 60,364 71,670
------- ------- ------- -------
COST OF REVENUES:
Service revenues...................................... 14,752 17,067 26,103 31,847
Product revenues...................................... 6,648 9,052 13,423 18,885
------- ------- ------- -------
21,400 26,119 39,526 50,732
------- ------- ------- -------
GROSS PROFIT............................................ 11,877 11,181 20,838 20,938
------- ------- ------- -------
OPERATING EXPENSES:
Sales and marketing................................... 1,609 1,707 3,041 3,656
General and administrative............................ 3,163 3,954 5,818 7,480
Research and development.............................. 809 936 1,443 2,229
Non-cash compensation................................. 3,133 332 3,599 490
Depreciation and amortization......................... 1,309 1,643 2,522 3,363
------- ------- ------- -------
10,023 8,572 16,423 17,218
------- ------- ------- -------
OPERATING INCOME........................................ 1,854 2,609 4,415 3,720
------- ------- ------- -------
OTHER INCOME (EXPENSE):
Interest income....................................... 197 113 332 253
Interest expense...................................... (954) (924) (1,627) (1,800)
Other................................................. 506 208 1,670 603
------- ------- ------- -------
(251) (603) 375 (944)
------- ------- ------- -------
INCOME BEFORE INCOME TAXES.............................. 1,603 2,006 4,790 2,776
PROVISION FOR INCOME TAXES.............................. 1,061 877 1,769 1,257
------- ------- ------- -------
NET INCOME.............................................. $ 542 $ 1,129 $ 3,021 $ 1,519
======= ======= ======= =======
NET INCOME PER SHARE.................................... N/A $ 0.09 N/A $ 0.14
======= ======= ======= =======
PRO FORMA INCOME DATA:
Income before income taxes............................ $ 1,603 $ 4,790
Pro forma provision for income taxes.................. 641 1,916
------- -------
Pro forma net income.................................. $ 962 $ 2,874
======= =======
PRO FORMA NET INCOME PER SHARE:......................... $ 0.07 $ 0.21
======= =======
COMMON AND COMMON EQUIVALENT SHARES USED IN THE
CALCULATION OF NET INCOME AND PRO FORMA NET INCOME PER
SHARE:................................................ 15,579 18,710 15,579 18,700
======= ======= ======= =======
</TABLE>
See accompanying notes to condensed consolidated financial statements.
2
<PAGE> 4
LCC INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
DECEMBER 31, JUNE 30,
1996 1997
------------ -------------
<S> <C> <C>
(UNAUDITED)
<CAPTION>
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents........................................... $ 13,732 $ 2,891
Short-term investments.............................................. 6,934 7,126
Receivables, net of allowance for doubtful accounts of $17,942 and
$17,852 at December 31, 1996 and June 30, 1997, respectively:
Trade accounts receivable...................................... 35,563 34,642
Due from related parties and affiliates........................ 2,244 1,427
Unbilled receivables........................................... 9,819 9,189
Inventory, net...................................................... 6,387 5,821
Deferred income taxes, net.......................................... 12,755 11,154
Prepaid expenses and other current assets........................... 4,413 787
------- --------
Total current assets........................................... 91,847 73,037
Property and equipment, net............................................. 5,952 6,696
Software development costs, net......................................... 5,069 6,136
Notes receivable........................................................ 602 --
Investment in joint venture............................................. 1,650 1,735
Deferred income taxes, net.............................................. 4,584 4,598
Other assets............................................................ 5,243 5,606
------- --------
$114,947 $ 97,808
======= ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Note payable........................................................ $ 10,445 $ --
Accounts payable.................................................... 6,218 3,620
Accrued expenses.................................................... 23,296 15,774
Deferred revenue.................................................... 4,951 8,407
Income taxes payable................................................ 7,446 6,435
Obligations under incentive plans................................... 448 1,363
Other current liabilities........................................... 1,806 1,248
------- --------
Total current liabilities........................................... 54,610 36,847
Convertible subordinated debt........................................... 50,000 50,000
Obligations under incentive plans, net of current portion............... 807 60
Other liabilities....................................................... 1,053 1,059
------- --------
Total liabilities................................................... 106,470 87,966
------- --------
Preferred Stock:
10,000 shares authorized; -0- shares issued and outstanding......... -- --
Class A common stock, $.01 par value:
70,000 shares authorized; 6,066 and 6,122 shares issued and
outstanding at December 31, 1996 and June 30, 1997,
respectively...................................................... 61 61
Class B Common stock, $.01 par value:
20,000 shares authorized; 8,461 shares issued and outstanding at
December 31, 1996 and June 30, 1997............................... 85 85
Paid-in capital......................................................... 28,353 29,227
Retained deficit........................................................ (16,422) (14,903)
Cumulative foreign currency translation adjustment...................... (100) (1,128)
Note receivable from shareholder........................................ (3,500) (3,500)
------- --------
Total shareholders' equity.......................................... 8,477 9,842
------- --------
$114,947 $ 97,808
======= ========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
3
<PAGE> 5
LCC INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30,
--------------------
1996 1997
-------- --------
<S> <C> <C>
Cash flows from operating activities:
Net income......................................................... $ 3,021 $ 1,519
Adjustments to reconcile net income to net cash (used in) provided
by operating activities:
Depreciation and amortization................................. 2,522 3,363
Provision for doubtful accounts............................... 1,565 1,569
Non-cash compensation......................................... 3,599 490
Income from investments in joint ventures, net................ (753) (85)
Gain on disposition of joint venture, net..................... (514) --
Changes in operating assets and liabilities:
Trade, unbilled, and other receivables................... (8,211) 800
Accounts payable and accrued expenses.................... 4,330 (10,120)
Inventory................................................ (634) 632
Other current assets and liabilities..................... (1,427) 7,150
Other noncurrent assets and liabilities.................. (4,622) (883)
-------- --------
Net cash (used in) provided by operating activities..................... (1,124) 4,435
-------- --------
Cash flows from investing activities:
Decrease (increase) in short term investments, net................. 39 (192)
Purchases of property and equipment................................ (1,437) (2,911)
Increase in capitalized software................................... (1,727) (2,112)
Investments in joint ventures...................................... (787) --
Proceeds from sale of joint venture................................ 3,800 --
Issuance of notes receivable from uncombined affiliate............. (5,150) --
-------- --------
Net cash used in investing activities................................... (5,262) (5,215)
-------- --------
Cash flows from financing activities:
Proceeds from note payable/line of credit.......................... 10,000 --
Payments on note payable/line of credit............................ -- (10,445)
Distributions and loans to member.................................. (4,754) --
Options exercised.................................................. -- 384
-------- --------
Net cash provided by (used in) financing activities..................... 5,246 (10,061)
-------- --------
Net decrease in cash and cash equivalents............................... (1,140) (10,841)
Cash and cash equivalents at beginning of period........................ 6,571 13,732
-------- --------
Cash and cash equivalents at end of period.............................. $ 5,431 $ 2,891
======== ========
Supplemental disclosures of cash flow information:
Cash paid during the quarter for:
Interest...................................................... $ 676 $ 1,768
Income taxes.................................................. 380 837
</TABLE>
See accompanying notes to condensed consolidated financial statements.
4
<PAGE> 6
LCC INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1: DESCRIPTION OF OPERATIONS
LCC International, Inc. (also referred to as the "Company") is a leading
provider of integrated services and products relating to the design and
engineering of wireless communications systems. The services and products
provided by the Company are as follows:
SERVICES
Engineering and design services. The Company provides engineering and
design services for cellular phone system operators, personal communication
system (PCS) operators and other wireless communication system providers.
Program management services. The Company provides program management
services related to the build-out of wireless communications systems.
PRODUCTS
Software products. The Company develops and markets proprietary software
and data, which support the design and operation of wireless communication
systems.
Hardware products. The Company designs, assembles and sells field
measurement and network analysis tools used in the implementation, testing and
maintenance of wireless communication systems.
NOTE 2: BASIS OF PRESENTATION
The condensed consolidated financial statements of LCC International, Inc.
and subsidiaries included herein have been prepared by the Company without
audit, pursuant to the rules and regulations of the Securities and Exchange
Commission and reflect all adjustments which are, in the opinion of management,
necessary for a fair presentation of the results for the interim period.
Certain information and footnote disclosure normally included in the
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted. The interim financial statements
should be read in conjunction with the consolidated financial statements and
notes thereto included in the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1996. Operating results for the interim periods
are not necessarily indicative of results for an entire year.
NOTE 3: PRO FORMA INCOME DATA
The accompanying pro forma information has been prepared as if the Company
was treated as a Subchapter C corporation for Federal and state income tax
purposes from January 1, 1996.
Pro forma net income per share information has been computed by dividing
pro forma net income by the pro forma weighted average number of common shares
and common share equivalents. Common share equivalents include all outstanding
stock options after applying the treasury stock method and the assumed
conversion of the Company's convertible subordinated debt.
5
<PAGE> 7
NOTE 4: INVENTORIES
Inventories consist of the following (in thousands):
<TABLE>
<CAPTION>
DECEMBER 31, JUNE 30,
1996 1997
------------ -------------
<S> <C> <C>
Field measurement and network analysis tools........ $1,641 $ 2,229
Parts and accessories............................... 5,488 4,695
------------ -------------
7,129 6,924
Less -- reserve for obsolete and slow moving
inventory......................................... (742) (1,103)
------------ -------------
$6,387 $ 5,821
========== ==========
</TABLE>
NOTE 5: SPECIAL CHARGE
In March 1996, the Company made investments in Pocket Communications, Inc.
("Pocket", formerly known as DCR Communications, Inc.) and NextWave Telecom,
Inc. ("NextWave") of $6.5 million and $5.0 million, respectively. The $6.5
million investment in Pocket consisted of loans convertible into shares of
non-voting common stock upon the satisfaction of certain conditions. In
connection with this investment, the Company obtained a commitment from Pocket
for the purchase of services and products aggregating $65.0 million over the
subsequent five-year period. The $5.0 million investment in NextWave consisted
of an equity investment. In connection with this investment, the Company
obtained a commitment from NextWave for the purchase of services and products
aggregating $50.0 million over the subsequent 5-year period. Through December
31, 1996, revenues recognized under the commitments with Pocket and NextWave
were approximately $2.2 million and $10.6 million, respectively. Included in the
amounts receivable are notes receivable from Pocket and NextWave of
approximately $950,000 and $5.9 million, respectively. The notes bear interest
at prime plus 2%, and were payable upon maturity of the notes on March 31, 1997.
Both customers are development stage enterprises pursuing the buildout and
operation of networks pursuant to licenses obtained in the auction of C-Block
licenses by the FCC and are subject to risks typically associated with start-up
entities, such as (i) the uncertainty of securing sufficient financing, (ii)
competition from other providers of telecommunications services, (iii)
dependence on key vendors and strategic partners, and (iv) delays encountered in
the development and successful operation of their PCS networks.
On March 31, 1997, Pocket failed to pay interest due the Company under the
$6.5 million convertible loan agreement and failed to pay principal and interest
due the Company under the $950,000 note agreement. Also on March 31, 1997,
NextWave failed to pay principal and interest due under the $5.9 million note
agreement. In addition, on April 1, 1997, Pocket announced that it had
voluntarily sought court protection under Chapter 11 of the U.S. Bankruptcy
Code. Given these developments and the uncertainty related to Pocket's and
NextWave's ability to meet their future obligations under the agreements
outlined above, the Company fully reserved for its exposure with these customers
and consequently recorded a special charge of $30.1 million pre-tax ($24.5
million after tax) at December 31, 1996. The $30.1 million special charge
consisted of a reserve against the Company's aggregate receivable exposure at
December 31, 1996 of $12.4 million (net of payments of $0.4 million received in
January 1997), the recognition of an other than temporary impairment of the
Company's investments of $11.5 million and accruals of approximately $6.2
million related to loss contracts under which the Company was obligated to
perform at December 31, 1996. The Company suspended all work performed for
Pocket as of January 31, 1997 and significantly decreased and ultimately
suspended all work performed for NextWave during the second quarter of calendar
1997. Any work performed during the second quarter of calendar 1997 for NextWave
was done solely on a prepayment basis. The Company experienced lower than
historical margins in the first two quarters of calendar year 1997 as a result
of the decision to suspend or decrease work performed for these two customers.
On April 15, 1997, the Company and NextWave agreed to a revised payment
schedule for amounts outstanding under the note receivable and other receivables
due from NextWave. Under the terms of the agreement, the Company is to receive
$1.0 million on the 15th of each month beginning May 1997 through May 1998. In
addition, in the event of the sale or issuance of any debt or equity
instruments/securities or the
6
<PAGE> 8
sale of any assets by NextWave, the Company would be entitled to a prepayment
equal to 30% of the gross proceeds from such transactions. Monthly payments
aggregating $2.0 million were received under the revised payment schedule
through June 30, 1997. NextWave has failed to make the $1.0 million payment
which was due on July 15, 1997. In May and June of 1997, the Company agreed to
defer NextWave's obligations to prepay the foregoing obligations out of the
proceeds of NextWave's debt or equity financings to August 20, 1997. As of the
date hereof, the amount deferred is approximately $6.2 million. The Company
understands that NextWave may close or may have closed additional financings
totaling approximately $8.0 million; if that is the case, the total amount
deferred until August 20, 1997 would be approximately $8.6 million.
NOTE 6: INVESTMENTS
In November 1996, the Company entered into master service, convertible note
and stock option agreements with Communication Consulting Services, Inc.
("CCS"), a provider of radio frequency engineering services in connection with
the design, optimization and operation of wireless systems. Under the master
service agreement, CCS was to provide the Company with radio frequency engineers
effective November 1, 1996. The agreement had an initial term of two years, and
was automatically renewable for successive one-year terms unless terminated by
the Company or CCS. Under the convertible note agreement, the Company loaned CCS
a total of approximately $602,000 which was included in long-term notes
receivable in the accompanying consolidated December 31, 1996 balance sheet.
Interest accrued on the loan at a variable rate equal to the prime rate plus
1.5%. Interest was payable in arrears on the last day each of March 1997, June
1997, September 1997, and December 1997. The entire principal balance, together
with any unpaid interest, was due January 2, 1998. The loan was convertible, at
the Company's option, into shares representing 50% of the capital stock of CCS.
The stock option agreement gave the Company an option to purchase an additional
10% of the capital stock of CCS for a total purchase price of $150,000. In April
1997, the Company exercised both the conversion right in the convertible note
and the 10% purchase right set forth in the stock option agreement.
NOTE 7: LEASE AGREEMENTS
In May 1996, the Company entered into 10 and 5 year facility lease
agreements effective March 1, 1997 and July 1, 1997, respectively. The lease
agreements contain certain renewal options for up to three five-year periods.
The lease agreements also provide for LCC to pay maintenance, real estate taxes
and certain other operating costs of the leased property.
NOTE 8: NEW ACCOUNTING PRONOUNCEMENT
In February 1997, the Financial Accounting Standards Board issued Statement
No. 128, "Earnings per Share" ("Statement 128"). Statement 128 supersedes
Accounting Principles Board Opinion No. 15, "Earnings per Share" ("APB 15") and
its related interpretations, and promulgates new accounting standards for the
computation and manner of presentation of the Company's earnings per share data.
The Company is required to adopt the provisions of Statement 128 for the year
ending December 31, 1997. Earlier application is not permitted; however, upon
adoption, the Company will be required to restate previously reported annual and
interim earnings per share data in accordance with the provisions of Statement
128. The Company does not believe that the adoption of Statement 128 will have a
material impact on the computation or manner of presentation of its earnings per
share data as currently or previously presented under APB 15.
7
<PAGE> 9
LCC INTERNATIONAL, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FOR THE THREE AND SIX MONTH PERIODS ENDED JUNE 30, 1996 AND 1997
OVERVIEW
The Company is one of the world's largest independent providers of RF
engineering and network design services and products to the wireless
telecommunications industry. The Company has provided these services, along with
related proprietary software tools and field measurement and analysis equipment,
to operators of more than 200 wireless systems in more than 40 countries.
The Company's revenues are generated through contracts for RF engineering
and program management services, licenses of the Company's software products and
sales of the Company's field measurement and analysis products. The Company
provides engineering design services on a contract basis, usually in a
customized plan for each client and generally charges for engineering services
on a time and materials basis, although projects of short duration may involve a
fixed price or success fee. The Company generally provides program management
services on a time and materials or fixed price basis. The Company's revenues
also include reimbursement for expenses, including the living expenses of
engineers on customer sites. The software tools used by the Company's engineers
as part of the customer's system after completion of the project pursuant to a
license, are recorded as product, not service revenues. Revenues from software
tools are earned under license arrangements, which in the U.S. often consists of
an annual fee per workstation or per cell site and which are for a fixed term
that requires renewal by the customer to retain the software. The Company
charges an up-front fee in many cases outside the U.S. where customers are not
accustomed to paying annual licensing fees for software. A portion of the
revenues from licensing software to customers, apart from those associated with
engineering design services contracts, consists of upgrades or additional
software modules developed by the Company following the initial licensing.
Revenues from field measurement and analysis equipment consist primarily of
one-time payments, although there are some periodic rental payments and there
may be additional charges for equipment maintenance and upgrades.
Service revenue consists of revenues from engineering services and program
management services. Product revenues consist of revenues from software tools
and field measurement and analysis products. The Company derives a significant
portion of its revenues from its international customers. Since almost all of
the Company's contracts are denominated in U.S. dollars, the Company generally
does not maintain currency hedge agreements.
Cost of revenues consists of costs associated with engineering design
services and program management services as well as costs associated with the
production and design of field measurement and analysis equipment, licensing of
software and related maintenance costs. Sales and marketing expenses consist of
salaries, sales commissions, bonuses, travel and other expenses required to
implement the Company's marketing, sales and customer support plans. General and
administrative expenses consist of the compensation, finance, information
systems, professional services, office and occupancy costs required to manage
the Company's business. Non-cash compensation consists of awards under a program
for key executives adopted in 1994. Such plan was accounted for as a variable
plan, and therefore, to the extent that the deemed fair market value of the
Company increased, compensation expense increased accordingly. In connection
with the Company's initial public offering in September 1996, the Company
granted stock options to replace the awards granted under this plan.
The key drivers of the Company's growth have historically been (i) the
issuances of new or additional wireless telecommunications licenses by
governmental authorities to wireless operators, (ii) increases in the number of
cell sites operated and the number of subscribers served by wireless network
operators, (iii) the introduction of new services or technologies, (iv) the
increasing complexity of the systems deployed by wireless network operators, and
(v) the expansion and optimization of existing systems by wireless network
operators.
8
<PAGE> 10
To keep pace with the subscriber growth currently anticipated by most
industry analysts, the Company expects that there will continue to be
significant investment by network system operators over the next few years in
design services, program management services, software tools and field
measurement and analysis equipment. The Company expects that as system build-out
is completed and areas (particularly in the U.S.) begin to have multiple network
operators, the demand for RF engineering services will change.
RESULTS OF OPERATIONS
The following table and discussion provides information which management
believes is relevant to an assessment and understanding of the Company's
consolidated results of operations and financial condition. The discussion
should be read in conjunction with the condensed consolidated financial
statements and accompanying notes thereto included elsewhere herein.
<TABLE>
<CAPTION>
PERCENTAGE OF REVENUE
--------------------------------------
THREE MONTHS
ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
---------------- ----------------
1996 1997 1996 1997
----- ----- ----- -----
<S> <C> <C> <C> <C>
Revenues:
Service revenues.................................... 65.6% 63.8% 65.1% 61.4%
Product revenues.................................... 34.4 36.2 34.9 38.6
----- ----- ----- -----
Total revenues................................. 100.0 100.0 100.0 100.0
Cost of revenues......................................... 64.3 70.0 65.5 70.8
----- ----- ----- -----
Gross profit............................................. 35.7 30.0 34.5 29.2
----- ----- ----- -----
Operating expenses:
Sales and marketing................................. 4.9 4.6 5.0 5.1
General and administrative.......................... 9.5 10.6 9.6 10.4
Research and development............................ 2.4 2.5 2.4 3.1
Non-cash compensation............................... 9.4 0.9 6.0 0.7
Depreciation and amortization....................... 3.9 4.4 4.2 4.7
----- ----- ----- -----
Total operating expenses....................... 30.1 23.0 27.2 24.0
----- ----- ----- -----
Operating income 5.6 7.0 7.3 5.2
----- ----- ----- -----
Other income (expense):
Interest income..................................... 0.6 0.3 0.5 0.4
Interest expense.................................... (2.9) (2.5) (2.7) (2.5)
Other............................................... 1.5 0.6 2.8 0.8
----- ----- ----- -----
Total other income (expense)................... (0.8) (1.6) 0.6 (1.3)
----- ----- ----- -----
Income before income taxes............................... 4.8 5.4 7.9 3.9
Provision for income taxes............................... 3.2 2.4 2.9 1.8
----- ----- ----- -----
Net income............................................... 1.6% 3.0% 5.0% 2.1%
===== ===== ===== =====
</TABLE>
9
<PAGE> 11
THREE MONTHS ENDED JUNE 30, 1996
COMPARED TO
THREE MONTHS ENDED JUNE 30, 1997
Revenues. Revenues for the three months ended June 30, 1997 were $37.3
million compared to $33.3 million for the prior year, an increase of $4.0
million or 12.1%. Service revenues were $23.8 million compared to $21.8 million
for the prior year, an increase of $2.0 million or 9.1%. The increase was due to
greater demand for engineering design services offset by a decline in program
management revenues due to the decrease in chargeability as a result of ceasing
all work for Pocket Communications, Inc. ("Pocket") and NextWave Telecom, Inc.
("NextWave"). Product revenues were $13.5 million compared to $11.5 million for
the prior year, an increase of $2.0 million or 17.8%. The increase was due
primarily to an increase in field test measurement and analysis product sales
due, in part, to the acquisition of European Technology Partner AS ("ETP") in
December 1996 and strong domestic sales.
Cost of Revenues. Cost of revenues for the three months ended June 30,
1997 was $26.1 million compared to $21.4 million for the prior year, an increase
of $4.7 million or 22.1%. As a percentage of total revenues, cost of revenues
was 70.0% and 64.3% for 1997 and 1996, respectively. The increase in cost of
revenues largely resulted from revenue growth, including the acquisition of ETP.
The increase in cost of revenues as a percentage of total revenues is due
primarily to the decreased chargeability of program management personnel as a
result of ceasing work for Pocket and NextWave and a change in software products
revenue mix between years.
Gross Profit. Gross profit for the three months ended June 30, 1997 was
$11.2 million compared to $11.9 million for the prior year, a decrease of $0.7
million or 5.9%. As a percentage of total revenues, gross profit was 30.0% and
35.7% for 1997 and 1996, respectively. The decrease in gross profit is due
primarily to the decrease in chargeability that resulted from ceasing all
program management work for NextWave and Pocket as well as the change in
software products revenue mix between years.
Sales and Marketing. Sales and marketing expenses were $1.7 million for
the three months ended June 30, 1997, compared to $1.6 million for the prior
year, an increase of $0.1 million or 6.1%. The increase is due to the inclusion
of ETP marketing expenses in 1997.
General and Administrative. General and administrative expenses for the
three months ended June 30, 1997 were $4.0 million, compared to $3.2 million for
the prior year, an increase of $0.8 million or 25.0%. The increase is due
primarily to costs associated with the Company's Microcell Management, Inc.
subsidiary and the inclusion of costs associated with ETP.
Non-Cash Compensation. Non-cash compensation was $0.3 million for the
three months ended June 30, 1997, compared to $3.1 million for the prior year, a
decrease of $2.8 million or 89.4%. The balance recorded in the prior year
includes additional compensation expense as a result of the increase in the
deemed fair market value of the Company. Awards under the related compensation
plans were converted to stock options in connection with the Company's initial
public offering in September 1996.
Depreciation and amortization. Depreciation and amortization expense was
$1.6 million for the three months ended June 30, 1997, compared to $1.3 million
for the prior year, an increase of $0.3 million or 25.5%. The increase is the
result of an increase in the amount of capitalized software development costs,
the acquisition of ETP and related amortization of intangibles and a generally
higher capital asset base as compared to the prior year.
Other income. Other income was $0.2 million for the three months ended
June 30, 1997, compared to $0.5 million for the prior year, a decrease of $0.3
million or 58.9%. The decrease is primarily the result of a decrease in the
amount of income recognized from the Company's investment in Koll
Telecommunications Services, L.L.C.
Provision for Income Taxes. The provision for income taxes was $0.9
million for the three months ended June 30, 1997, compared to $1.1 million for
the prior year, a decrease of $0.2 million or 17.3%. The provision for income
taxes was recorded in 1997 based on effective tax rates of 40.0% and 28.0% for
the
10
<PAGE> 12
Company's U.S. and Norwegian operations, respectively. The provision for income
taxes was recorded in 1996 assuming that the Company was a Limited Liability
Corporation. The Company converted from a Limited Liability Corporation to a
Subchapter C Corporation in connection with the merger of LCC, L.L.C. with and
into the Company prior to the initial public offering in September 1996.
Net Income. Net income was $1.1 million for the three months ended June
30, 1997 compared to $0.5 million for the prior year, an increase of $0.6
million or 108.3%. The increase in net income was due primarily to the items
discussed above. Adjusting for non-cash compensation and 1996 earnings from the
Pocket and Nextwave engagements, and assuming an effective tax rate of 40.0% and
28.0% for the Company's U.S. and Norwegian operations, respectively, net income
would have been $1.3 million compared to $1.7 million for 1996.
11
<PAGE> 13
SIX MONTHS ENDED JUNE 30, 1996
COMPARED TO
SIX MONTHS ENDED JUNE 30, 1997
Revenues. Revenues for the six months ended June 30, 1997 were $71.7
million compared to $60.4 million for the prior year, an increase of $11.3
million or 18.7%. Service revenues were $44.0 million compared to $39.3 million
for the prior year, an increase of $4.7 million or 12.1%. The increase was due
to greater demand for engineering design services as chargeable hours increased,
offset by a decline in program management revenues due to the decrease in
chargeability as a result of ceasing all work for Pocket and NextWave. Product
revenues were $27.6 million compared to $21.1 million for the prior year, an
increase of $6.5 million or 31.1%. The increase was due primarily to an increase
in field test measurement and analysis product sales due, in part, to the
acquisition of ETP in December 1996 and strong domestic sales.
Cost of Revenues. Cost of revenues for the six months ended June 30, 1997
was $50.7 million compared to $39.5 million for the prior year, an increase of
$11.2 million or 28.4%. As a percentage of total revenues, cost of revenues was
70.8% and 65.5% for 1997 and 1996, respectively. The increase in cost of
revenues largely resulted from revenue growth, including the acquisition of ETP
as discussed above. The increase in cost of revenues as a percentage of total
revenues is due primarily to the decreased chargeability of design engineering
and program management personnel as a result of ceasing work for Pocket and
NextWave and a change in software products revenue mix between years.
Gross Profit. Gross profit for the six months ended June 30, 1997 was
$20.9 million compared to $20.8 million for the prior year, an increase of $0.1
million or 0.5%. As a percentage of total revenues, gross profit was 29.2% and
34.5% for 1997 and 1996, respectively. The decrease in gross profit as a
percentage of total revenues is a result of the decrease in chargeability that
resulted from ceasing all design engineering and program management work for
Pocket and NextWave as well as the change in software products revenue mix.
Sales and Marketing. Sales and marketing expenses were $3.7 million for
the six months ended June 30, 1997 compared to $3.0 million for the prior year,
an increase of $0.7 million or 20.2%. The increase is primarily due to the
inclusion of ETP marketing expenses of $0.5 million in 1997.
General and Administrative Expenses. General and administrative expenses
for the six months ended June 30, 1997 were $7.5 million, compared to $5.8
million for the prior year, an increase of $1.7 million or 28.6%. The increase
is due primarily to costs associated with the Company's Microcell Management,
Inc. subsidiary ($0.5 million) and the inclusion of costs associated with ETP
($0.9 million).
Research and Development. Research and development expenses for the six
months ended June 30, 1997 were $1.9 million, compared to $1.4 million for the
prior year, an increase of $0.5 million or 34.9%. The increase is primarily due
to the inclusion of research and development costs of ETP in 1997 and an
increase in research and development costs related to the Company's field test
measurement and analysis products.
Non-Cash Compensation. Non-cash compensation was $0.5 million for the six
months ended June 30, 1997, compared to $3.6 million for the prior year, a
decrease of $3.1 million or 86.4%. The balance recorded in the prior year
includes additional compensation expense as a result of the increase in the
deemed fair market value of the Company. Awards under the related compensation
plans were converted to stock options in connection with the Company's initial
public offering in September 1996.
Depreciation and amortization. Depreciation and amortization expense was
$3.4 million for the six months ended June 30, 1997, compared to $2.5 million
for the prior year, an increase of $0.9 million or 33.4%. The increase is the
result of an increase in the amount of capitalized software development costs,
the acquisition of ETP and related amortization of intangibles and a generally
higher capital asset base as compared to the prior year.
Interest Expense. Interest expense was $1.8 million for the six months
ended June 30, 1997, compared to $1.6 million for the prior year, an increase of
$0.2 million or 10.6%. Interest expense in 1997 results from $50.0 million of
convertible subordinated debt ($30.0 million of which was assumed from Telcom
Ventures, L.L.C. in September 1996 as a result of the merger of LCC, L.L.C. with
and into the Company), whereas
12
<PAGE> 14
during June 1996, the Company had a total of $40 million debt outstanding ($20.0
million convertible subordinated debt and $20.0 million under the Company's
credit facility). No amounts were outstanding under the Company's $20.0 million
credit facility during the period January 1 through June 30, 1997. The increase
in interest expense results from the change in mix of the debt and related
interest rates.
Other income. Other income was $0.6 million for the six months ended June
30, 1997, compared to $1.7 million for the prior year, a decrease of $1.1
million or 63.9%. The decrease is primarily the result of the gain recorded on
the sale of the Company's 50.5% interest in Telemate S.A. in January 1996 ($0.5
million) and a decrease in the amount of income recognized from the Company's
investment in Koll Telecommunications Services, L.L.C.
Provision for Income Taxes. The provision for income taxes was $1.3
million for the six months ended June 30, 1997, compared to $1.8 million for the
prior year, a decrease of $0.5 million or 28.9%. The provision for income taxes
was recorded in 1997 based on effective income tax rates of 40.0% and 28.0% for
the Company's U.S and Norwegian operations, respectively. The provision for
income taxes was recorded in 1996 assuming that the Company was a Limited
Liability Corporation. The Company converted from a Limited Liability
Corporation to a Subchapter C Corporation in connection with the merger of LCC,
L.L.C with and into the Company prior to the initial public offering in
September 1996.
Net Income. Net income was $1.5 million compared to $3.0 million for the
prior year, a decrease of $1.5 million or 49.7%. The decrease in net income was
due primarily to the items discussed above. Adjusting for non-cash compensation
and 1996 earnings from the Pocket and NextWave engagements, and assuming an
effective tax rate of 40.0% and 28.0% for the Company's U.S. and Norwegian
operations, respectively, net income would have been $1.8 million compared to
$3.9 million for 1996.
LIQUIDITY AND CAPITAL RESOURCES
Cash and cash equivalents were $2.9 million at June 30, 1997, a decrease of
$10.8 million from December 31, 1996. The decrease is due primarily to payments
made for the acquisition of ETP. In December 1996, the Company, through its
wholly owned subsidiary LCCI AS, acquired the business of ETP for $13.1 million,
including $250,000 of acquisition costs. ETP designs, develops, manufactures and
sells and licenses hardware and software products for the testing, monitoring
and management of the operations of wireless telecommunications networks.
Exclusive of the acquisition costs, (i) $10.45 million was paid in January 1997
in satisfaction of a note agreement dated December 30, 1996, (ii) $1.4 million
is being held in escrow for two years as security for ETP's indemnity
obligations under the asset purchase agreement, and (iii) $667,000 and $308,000
will be paid in January 1998 and 1999, respectively. Payments under (i) and (ii)
above were made in January 1997 from the remaining net proceeds of the Offering.
Net cash provided by operations was $4.4 million for the six months ended
June 30, 1997. Net cash used in investing activities was $5.2 million,
consisting primarily of cash paid for additions to property and equipment ($2.9
million) and an increase in capitalized software ($2.1 million). Net cash used
in financing activities was $10.1 million, representing cash paid in
satisfaction of the note established for the purchase of ETP in December 1996 of
$10.4 million, offset by cash received from stock issuances as a result of
options exercised during the period.
Net cash used in operations was $1.1 million for the six months ended June
30, 1996. Net cash used in investing activities was $5.3 million, consisting
primarily of cash paid for additions to property and equipment ($1.4 million),
increase in capitalized software ($1.7 million), investments in joint ventures
($0.8 million), issuance of notes receivable ($5.2 million), offset by the
proceeds of the sale of the Company's interest in Telemate, S.A. and certain
distribution rights ($3.8 million). Net cash provided by financing activities
was $5.2 million, consisting of the net proceeds from the Company's credit
facility of $10.0 million offset by advances of $4.8 million to Telcom Ventures,
L.L.C., the Company's parent company.
In November 1996, the Company entered into master service, convertible note
and stock option agreements with Communication Consulting Services, Inc.
("CCS"), a provider of radio frequency engineering services in connection with
the design, optimization and operation of wireless systems. Under the
13
<PAGE> 15
convertible note agreement, the Company loaned CCS a total of approximately $0.6
million. Interest accrued on the loan at a variable rate equal to the prime rate
plus 1.5%. The loan was convertible, at the Company's option, into shares
representing 50% of the capital stock of CCS. The stock option agreement gave
the Company an option to purchase an additional 10% of the capital stock of CCS
for a total purchase price of $0.15 million. In April 1997, the Company
exercised both the conversion right in the convertible note and the 10% purchase
right set forth in the stock option agreement.
In March 1996, the Company made investments in Pocket and NextWave of $6.5
million and $5.0 million, respectively. The $6.5 million investment in Pocket
consisted of loans convertible into shares of non-voting common stock upon the
satisfaction of certain conditions. In connection with this investment, the
Company obtained a commitment from Pocket for the purchase of services and
products aggregating $65.0 million over the subsequent five-year period. The
$5.0 million investment in NextWave consisted of an equity investment. In
connection with this investment, the Company obtained a commitment from NextWave
for the purchase of services and products aggregating $50.0 million over the
subsequent five-year period. Through December 31, 1996, revenues recognized
under the commitments with Pocket and NextWave were approximately $2.2 million
and $12.5 million, respectively, and related amounts receivable were
approximately $2.2 million and $10.6 million, respectively. Included in the
amounts receivable are notes receivable from Pocket and NextWave of
approximately $950,000 and $5.9 million, respectively. The notes bear interest
at prime plus 2%, and were payable upon maturity of the notes on March 31, 1997.
Both customers are development stage enterprises pursuing the buildout and
operation of networks obtained in the auction of C-Block licenses by the FCC and
subject to risks typically associated with start-up entities, such as (i) the
uncertainty of securing sufficient financing, (ii) competition from other
providers of telecommunications services, (iii) dependence on key vendors and
strategic operation of its PCS networks and (iv) delays encountered in the
development and successful operation of their PCS networks.
On March 31, 1997, Pocket failed to pay interest due the Company under the
$6.5 million convertible loan agreement and failed to pay principal and interest
due the Company under the $950,000 note agreement. Also on March 31, 1997,
NextWave failed to pay principal and interest due under the $5.9 million note
agreement. In addition, on April 1, 1997, Pocket announced that it had
voluntarily sought court protection under Chapter 11 of the U.S. Bankruptcy
Code. Given these developments and the uncertainty related to Pocket's and
NextWave's ability to meet their future obligations under the agreements
outlined above, the Company decided to fully reserve for its exposure with these
customers and has consequently recorded a special charge of $30.1 million
pre-tax ($24.5 million after tax) at December 31, 1996. The $30.1 million
special charge consisted of a reserve against the Company's aggregate receivable
exposure at December 31, 1996 of $12.4 million (net of payments of $0.4 million
received in January 1997), the recognition of an other than temporary impairment
of the Company's investments of $11.5 million and accruals of approximately $6.2
million related to loss contracts under which the Company was obligated to
perform at December 31, 1996. The Company suspended all work performed for
Pocket as of January 31, 1997 and significantly decreased and ultimately
suspended all work performed for NextWave during the second quarter of calendar
1997. Any work performed during the second quarter of calendar 1997 for NextWave
was done solely on a prepayment basis. The Company experienced lower than
historical margins in the first two quarters of calendar year 1997 as a result
of the decision to suspend or decrease work performed for these two customers.
On April 15, 1997, the Company and NextWave agreed to a revised payment
schedule for amounts outstanding under the note receivable and other receivables
due from NextWave to the Company. Under the terms of the agreement, the Company
will receive approximately $1.0 million per month from May 15, 1997 through May
15, 1998. In addition, under certain circumstances, the sale or issuance of any
debt or equity instruments/securities by NextWave would entitle the Company to a
prepayment equal to 30% of the gross proceeds from such transactions. Monthly
payments aggregating $2.0 million were received under the revised payment
schedule through June 30, 1997. NextWave has failed to make the $1.0 million
payment which was due on July 15, 1997. In May and June of 1997, the Company
agreed to defer NextWave's obligations to prepay the foregoing obligations out
of the proceeds of NextWave's debt or equity financings to August 20, 1997. As
of the date hereof, the amount deferred is approximately $6.2 million. The
Company understands
14
<PAGE> 16
that NextWave may close or may have closed additional financings totaling
approximately $8.0 million; if that is the case, the total amount deferred until
August 20, 1997 would be approximately $8.6 million.
Working capital was $36.2 million at June 30, 1997 versus $37.2 million at
December 31, 1996, a decrease of $1.0 million or 2.8%. The decrease is primarily
the result of a greater decline in receivables, deferred income taxes and
prepaid expenses than the net decline in accrued liabilities, accounts payable
and deferred revenue.
The Company has a credit facility with Chase Manhattan Bank Co. N.A. which
consists of a revolving loan and letter of credit facility in an aggregate
principal amount not to exceed $20 million. The revolving loan commitment
expires in September 1999. Interest under the credit facility accrues at the
Company's election (subject to certain restrictions and limitations) at either
(i) the variable rate equal to the greater of (a) the Federal funds rate plus
one-half of one percent, and (b) the announced prime commercial lending rate of
Chase, or (c) a fixed rate for a designated period of time determined by
reference to the London Interbank Market. The payment and performance of the
obligations of the Company under the credit facility are secured by
substantially all of the assets of the Company. Effective December 30, 1996, the
credit facility was amended to revise the financial ratios and certain other
covenants contained therein for the effect of the special charge recorded by the
Company. (See Note 5 to the accompanying Condensed Consolidated Financial
Statements). No amounts were outstanding under the credit facility at June 30,
1997.
15
<PAGE> 17
PART II -- OTHER INFORMATION
Item 1: Legal Proceedings
Not Applicable
Item 2: Changes in Securities
Not Applicable
Item 3: Defaults Upon Senior Securities
Not Applicable
Item 4: Submission of Matters to a Vote of Security Holders
The Annual Meeting of Shareholders was held on May 20, 1997. All of the
proposals presented for Shareholder consideration at the Annual
Meeting were approved. The following is a tabulation of the voting on
each proposal presented at the Annual Meeting.
Proposal 1 -- Election of Directors
<TABLE>
<CAPTION>
TERM BROKER
ELECTED DIRECTOR EXPIRES VOTES FOR (1) VOTES WITHHELD (1) NON-VOTES (1)
------------------------------ ------- ------------- ------------------ -------------
<S> <C> <C> <C> <C>
Rajendra Singh................ 1998 4,877,160(A) 17,472(A) 0(A)
83,757,510(B) 0(B) 0(B)
Neera Singh................... 1998 4,876,310(A) 18,322(A) 0(A)
83,757,510(B) 0(B) 0(B)
Mark Ein...................... 1998 4,878,860(A) 15,772(A) 0(A)
83,757,510(B) 0(B) 0(B)
Arno Penzias.................. 1998 4,725,110(A) 169,522(A) 0(A)
83,757,510(B) 0(B) 0(B)
Piyush Sodha.................. 1998 4,877,160(A) 17,472(A) 0(A)
83,757,510(B) 0(B) 0(B)
</TABLE>
Proposal 2 -- Ratification of the appointment of KPMG Peat Marwick LLP
as the independent auditors of the Company for the fiscal
year ended December 31, 1997.
<TABLE>
<CAPTION>
VOTES FOR (1) VOTES AGAINST(1) VOTES ABSTAINING(1) BROKER NON-VOTES(1)
------------- ---------------- ------------------- -------------------
<S> <C> <C> <C> <C>
4,881,159(A) 0(A) 0(A) 0(A)
83,757,510(B) 0(B) 0(B) 0(B)
</TABLE>
Note (1): The shareholders are entitled to vote as a single class, with
each share of the Company's Class "A" Common Stock having one
vote and each share of the Company's Class "B" Common Stock
having ten votes
Item 5: Other Information
Not Applicable
16
<PAGE> 18
Item 6: Exhibits and Reports on Form 8-K
(a) Exhibits
11 -- Calculation of Pro Forma Net Income Per Share
27 -- Financial Data Schedule
(b) Reports on Form 8-K
On April 11, 1997, the Company filed a Current Report on Form 8-K
which reported that, on April 9, 1997, the Company announced that it
intended to reserve with respect to 1996 earnings $30.1 million
pre-tax ($24.5 million post-tax, or $1.30 per share for the fourth
quarter and $1.49 for the full calendar year 1996) against certain
receivables from, investments in and costs associated with Pocket
Communications, Inc. (formerly known as DCR Communications, Inc.)
and NextWave Telecom, Inc.
17
<PAGE> 19
SIGNATURE
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 thereunto duly authorized.
<TABLE>
<S> <C>
LCC International, Inc. and Subsidiaries
Date: August 14, 1997 Signed: /s/ RICHARD HOZIK
---------------------------------------- --------------------------------------------
Richard Hozik
Senior Vice President, Treasurer
and Chief Financial Officer
</TABLE>
18
<PAGE> 1
EXHIBIT 11
COMPUTATIONS OF EARNINGS PER COMMON SHARE
<TABLE>
<CAPTION>
PRO FORMA
------------------------
THREE SIX THREE SIX
MONTHS MONTHS MONTHS MONTHS
ENDED ENDED ENDED ENDED
6/30/96 6/30/96 6/30/97 6/30/97
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Weighted average common shares outstanding:
Average shares outstanding during the period
(1)......................................... 11,364,394 11,364,394 11,364,394 11,364,394
Options issued in place of Phantom Membership
Plan........................................ 1,007,362 1,007,362 993,543 993,543
Cheap stock options (2)....................... 366,188 366,188 299,826 299,826
Common shares issuable to MCI in conversion
(3)......................................... 2,841,099 2,841,099 2,841,099 2,841,099
Common shares issued in the offering.......... -- -- 3,162,500 3,162,500
Effect of options exercised during the
period...................................... -- -- 18,294 8,949
Issuances under Employee stock Purchase
Plan........................................ -- -- 30,000 30,000
---------- ---------- ---------- ----------
Total weighted average common shares.......... 15,579,043 15,579,043 18,709,656 18,700,311
========= ========= ========= =========
Pro forma net income/net income applicable to
common shares:
Pro forma net income/net income............... $ 962 $2,874 $1,129 $1,519
Increase in earnings, net of taxes, resulting
from the MCI Conversion (3)................. 204 408 510 1,020
------ ------ ------ ------
Net income applicable to common shares........ $1,166 $3,282 $1,639 $2,539
====== ====== ====== ======
Earnings per Common Share..................... $0.07 $0.21 $0.09 $0.14
===== ===== ===== =====
</TABLE>
- ---------------
(1) After considering the Merger in conjunction with the Company's initial
public offering.
(2) Pursuant to Staff Accounting Bulletin Topic 4:D, stock options granted and
stock issued within one year of the initial public offering have been
included in the calculation of weighted average common shares outstanding
using the treasury stock method based on an assumed initial public offering
price of $16.00 and have been treated as outstanding for all reported
periods.
(3) Assumes such transactions occurred on January 1, 1996.
19
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER>1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> JUN-30-1997
<CASH> 2,891
<SECURITIES> 0
<RECEIVABLES> 34,642
<ALLOWANCES> 17,852
<INVENTORY> 5,821
<CURRENT-ASSETS> 73,037
<PP&E> 6,696
<DEPRECIATION> 15,654
<TOTAL-ASSETS> 97,808
<CURRENT-LIABILITIES> 36,847
<BONDS> 0
0
0
<COMMON> 146
<OTHER-SE> 9,696
<TOTAL-LIABILITY-AND-EQUITY> 97,808
<SALES> 27,634
<TOTAL-REVENUES> 71,670
<CGS> 18,885
<TOTAL-COSTS> 50,732
<OTHER-EXPENSES> 17,218
<LOSS-PROVISION> 1,569
<INTEREST-EXPENSE> 1,800
<INCOME-PRETAX> 2,776
<INCOME-TAX> 1,257
<INCOME-CONTINUING> 1,519
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,519
<EPS-PRIMARY> .14
<EPS-DILUTED> .14
</TABLE>
