<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, 1998
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)
</TABLE>
<TABLE>
<S> <C>
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 11, 1998, the registrant had outstanding 7,107,436 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").
- --------------------------------------------------------------------------------
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<PAGE> 2
LCC INTERNATIONAL, INC. AND SUBSIDIARIES
QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTER ENDED JUNE 30, 1998
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, 1997 and
1998...................................................... 2
Condensed consolidated balance sheets as of December 31,
1997 and June 30, 1998.................................... 3
Condensed consolidated statements of cash flows for the six
months ended June 30, 1997 and 1998....................... 4
Notes to condensed consolidated financial statements........ 5
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS................................. 7
PART II: OTHER INFORMATION........................................... 15
ITEM 1: Legal Proceedings........................................... 15
ITEM 2: Changes in Securities....................................... 15
ITEM 3: Defaults Upon Senior Securities............................. 15
ITEM 4: Submission Of Matters to a Vote of Security Holders......... 15
ITEM 5: Other Information........................................... 15
ITEM 6: Exhibits and Reports on Form 8K............................. 15
</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,
------------------- -----------------
1997 1998 1997 1998
-------- -------- ------- -------
<S> <C> <C> <C> <C>
REVENUES:
Service............................................... $23,812 $21,589 $44,036 $44,095
Product............................................... 13,488 10,135 27,634 20,604
Asset management...................................... -- 201 -- 328
------- ------- ------- -------
37,300 31,925 71,670 65,027
------- ------- ------- -------
COST OF REVENUES:
Service............................................... 15,999 16,000 29,801 31,615
Product............................................... 7,063 6,290 14,919 12,124
------- ------- ------- -------
23,062 22,290 44,720 43,739
------- ------- ------- -------
GROSS PROFIT............................................ 14,238 9,635 26,950 21,288
------- ------- ------- -------
OPERATING EXPENSES:
Sales and marketing................................... 1,839 2,959 4,046 4,957
General and administrative............................ 6,139 6,479 11,532 11,984
Research and development.............................. 1,678 1,725 3,799 3,654
Non-cash compensation................................. 332 121 490 246
Depreciation and amortization......................... 1,641 1,626 3,363 2,673
------- ------- ------- -------
11,629 12,910 23,230 23,514
------- ------- ------- -------
OPERATING INCOME (LOSS)................................. 2,609 (3,275) 3,720 (2,226)
------- ------- ------- -------
OTHER INCOME (EXPENSE):
Interest income....................................... 113 255 253 526
Interest (expense).................................... (924) (582) (1,800) (1,197)
Other income (expense)................................ 208 (123) 603 (319)
------- ------- ------- -------
(603) (450) (944) (990)
------- ------- ------- -------
INCOME (LOSS) BEFORE INCOME TAXES....................... 2,006 (3,725) 2,776 (3,216)
PROVISION (BENEFIT) FOR INCOME TAXES.................... 877 (1,529) 1,257 (1,319)
------- ------- ------- -------
NET INCOME (LOSS)....................................... $ 1,129 $(2,196) $ 1,519 $(1,897)
======= ======= ======= =======
NET INCOME (LOSS) PER SHARE:
Basic................................................. $ 0.08 $ (0.14) $ 0.10 $ (0.12)
======= ======= ======= =======
Diluted............................................... $ 0.07 $ (0.14) $ 0.10 $ (0.12)
======= ======= ======= =======
WEIGHTED AVERAGE SHARES USED IN THE CALCULATION OF NET
INCOME PER SHARE:
Basic................................................. 14,562 15,480 14,552 15,350
======= ======= ======= =======
Diluted............................................... 15,586 15,480 15,660 15,350
======= ======= ======= =======
</TABLE>
See accompanying notes to condensed consolidated financial statements.
2
<PAGE> 4
LCC INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
<TABLE>
<CAPTION>
DECEMBER 31, JUNE 30,
1997 1998
------------ -----------
(UNAUDITED)
<S> <C> <C>
ASSETS:
Current assets:
Cash and cash equivalents............................... $ 15,838 $ 14,478
Short-term investments.................................. 8,619 67
Receivables, net of allowance for doubtful accounts of
$15,426 and $14,528 at December 31, 1997 and June 30,
1998, respectively:
Trade accounts receivable.......................... 30,643 29,873
Due from related parties and affiliates............ 1,375 250
Unbilled receivables............................... 11,695 10,422
Inventory, net.......................................... 7,400 7,400
Deferred income taxes, net.............................. 9,874 12,591
Prepaid expenses and other current assets............... 1,315 1,203
-------- --------
Total current assets............................... 86,759 76,284
Property and equipment, net................................. 10,531 18,305
Software development costs, net............................. 6,133 9,590
Investment in joint venture................................. 1,300 443
Deferred income taxes, net.................................. 1,513 222
Other assets................................................ 4,782 4,432
-------- --------
$111,018 $109,276
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY:
Current liabilities:
Note payable............................................ $ 1,395 $ 1,825
Accounts payable........................................ 4,994 4,303
Accrued expenses........................................ 9,895 8,911
Accrued employee compensation and benefits.............. 9,038 7,600
Obligations under incentive plans....................... 1,106 100
Deferred revenue........................................ 4,650 5,355
Income taxes payable.................................... 7,507 7,935
Other current liabilities............................... 1,193 1,209
-------- --------
Total current liabilities............................... 39,778 37,238
Convertible subordinated debt............................... 50,000 50.000
Other liabilities........................................... 1,038 744
-------- --------
Total liabilities....................................... 90,816 87,982
-------- --------
Preferred stock:
10,000 shares authorized; 0 shares issued and
outstanding........................................... -- --
Class A common stock, $.01 par value:
70,000 shares authorized; 6,644 and 7,107 shares issued
and outstanding at December 31, 1997 and June 30,
1998, respectively.................................... 66 71
Class B common stock, $.01 par value:
20,000 shares authorized; 8,461 shares issued and
outstanding at December 31, 1997 and June 30, 1998.... 85 85
Paid-in capital............................................. 33,210 36,532
Retained deficit............................................ (8,847) (10,744)
Note receivable from shareholder............................ (2,800) (2,800)
-------- --------
Subtotal................................................ 21,714 23,144
Accumulated other comprehensive loss -- foreign currency
translation adjustments................................... (1,512) (1,850)
-------- --------
Total shareholders' equity.............................. 20,202 21,294
-------- --------
$111,018 $109,276
======== ========
</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
-------------------
1997 1998
-------- --------
<S> <C> <C>
Cash flows from operating activities:
Net income (loss)...................................... $ 1,519 $ (1,897)
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Depreciation and amortization..................... 3,363 2,673
Provision for doubtful accounts................... 1,569 (160)
Non-cash compensation............................. 490 246
(Income) loss from investments in joint ventures,
net.............................................. (85) 267
Changes in operating assets and liabilities:
Trade, unbilled, and other receivables....... 800 4,207
Accounts payable and accrued expenses........ (10,120) (3,113)
Inventory.................................... 632 --
Other current assets and liabilities......... 7,150 (2,118)
Other non-current assets and liabilities..... (883) 246
-------- --------
Net cash provided by operating activities................... 4,435 351
-------- --------
Cash flows from investing activities:
(Increase) decrease in short term investments, net..... (192) 8552
Purchases of property and equipment.................... (2,911) (9,857)
Increase in capitalized software....................... (2,112) (3,727)
Investment in joint ventures........................... -- (154)
-------- --------
Net cash (used in) investing activities..................... (5,215) (5,186)
-------- --------
Cash flows from financing activities:
Proceeds from note payable............................. -- 971
Payments on note payable............................... (10,445) (541)
Proceeds from issuance of common stock, net............ -- 466
Proceeds from exercise of options...................... 384 2,579
-------- --------
Net cash (used in) provided by financing activities......... (10,061) 3,475
-------- --------
Net (decrease) in cash and cash equivalents................. (10,841) (1,360)
Cash and cash equivalents at beginning of period............ 13,732 15,838
-------- --------
Cash and cash equivalents at end of period.................. $ 2,891 $ 14,478
======== ========
Supplemental disclosures of cash flow information
Cash paid during the quarter for:
Interest.......................................... $ 1,768 $ 1,141
Income taxes...................................... 837 90
</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, engineering
deployment, operation and maintenance of wireless communications systems. In
addition, through its Microcell Management, Inc. ("Microcell Management")
subsidiary, the Company offers wireless network operators the opportunity to
finance and outsource the ownership and maintenance of transmission towers used
in their networks. 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.
ASSET MANAGEMENT
The Company, through Microcell Management: (i) builds multi-tenant towers
to the initial committed operator's specifications and leases space thereon to
such operator and other operators, (ii) purchases existing multi-tenant towers
from operators and leases back space to the existing users thereof as well as to
new operators, or (iii) leases space on an existing tower owned or to be built
by it.
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, 1997. Operating results for the interim periods
are not necessarily indicative of results for an entire year.
Certain reclassifications of prior year amounts have been made to conform
with the current year presentation.
5
<PAGE> 7
NOTE 3: INVENTORIES
Inventories consist of the following (in thousands):
<TABLE>
<CAPTION>
DECEMBER 31, JUNE 30,
1997 1998
------------ --------
<S> <C> <C>
Field measurement and network analysis tools............. $ 4,249 $3,261
Parts and accessories.................................... 4,190 4,698
------- ------
8,439 7,959
Less -- reserve for obsolete and slow moving inventory... (1,039) (559)
------- ------
$ 7,400 $7,400
======= ======
</TABLE>
NOTE 4: OTHER COMPREHENSIVE INCOME (LOSS)
During the first quarter of 1998, the Company adopted SFAS No. 130,
Reporting Comprehensive Income, which established standards for reporting and
displaying comprehensive income and its components in the financial statements.
Comprehensive income is defined as net income plus the change in equity of a
business enterprise during a period from transactions and other events and
circumstances from non-owner sources. Other comprehensive income refers to
revenues, expenses, gains and losses that under generally accepted accounting
principles are included in comprehensive income, but excluded from net income.
Other comprehensive income consists solely of foreign currency translation
adjustments at June 30, 1997 and 1998. Comprehensive income (loss) and other
comprehensive income (loss), for the three and six month periods ended June 30,
1997 and 1998 is as follows (in thousands).
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
------------------- -----------------
1997 1998 1997 1998
-------- -------- ------- -------
<S> <C> <C> <C> <C>
Net income (loss)................................. $ 1,129 $(2,196) $ 1,519 $(1,897)
------- ------- ------- -------
Other comprehensive income (loss), before tax..... (1,152) 89 (1,548) (492)
Income tax provision (benefit) related to items of
comprehensive income............................ (355) 51 (520) (154)
------- ------- ------- -------
Other comprehensive income (loss), net of tax..... (797) 38 (1,028) (338)
------- ------- ------- -------
Comprehensive income (loss)....................... $ 332 $(2,158) $ 491 $(2,235)
======= ======= ======= =======
</TABLE>
NOTE 5: SUBSEQUENT EVENTS
On July 20, 1998, the Company acquired the remaining 66.7% membership
interest in Koll Telecommunications Services, LLC (KTS) bringing its total
membership interest to 100.0%. Prior to the acquisition, the Company owned 33.3%
of KTS' membership interests, Castle Rock Telecommunications Co., LLC (CRT) held
approximately 36.7% of KTS' membership interest, and Koll Management Services,
Inc. (KMS), held the remaining approximately 30.0%. In the transaction, KTS
redeemed the ownership interests of KMS in exchange for KMS' assumption of
certain contract rights and associated assets and liabilities. KTS also redeemed
the membership interests of CRT in exchange for an earn-out agreement entitling
CRT to 40.0% of the pre-tax income, after certain adjustments, derived by KTS
from its existing contracts.
On August 10, 1998, the Company extended the expiration of the period,
under the MCI Telecommunications Corporation ("MCI") convertible subordinated
debt, during which MCI, as holder of the notes, may exercise its 1998 option to
exchange the notes for Class A Common Stock of the Company from August 10, 1998
until August 24, 1998. The beginning of the 45 day period during which the notes
may be exchanged in 1998 by the Company was delayed from August 27, 1998 until
September 8, 1998.
6
<PAGE> 8
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, 1997 AND 1998
This quarterly report on Form 10-Q contains forward-looking statements
within the meaning of Section 27A of the Securities Exchange Act of 1934. These
are in paragraphs 4, 7, 31, 32, 38, 40 and 42 of the Management's Discussion and
Analysis of Financial Condition and Results of Operations (beginning below). A
more complete discussion of business risks is included in the Company's Annual
Report on Form 10-K for the year ended December 31, 1997.
OVERVIEW
The Company is one of the world's largest independent providers of RF
engineering and program management 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 50 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 or fixed price basis. 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 assigned to projects at offsite locations. The software
tools used by the Company's engineers, which are used 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.
In December 1996, through the formation of a new subsidiary, Microcell
Management, Inc. ("Microcell Management"), the Company entered the wireless
infrastructure asset management business to acquire/develop and manage RF
transmission towers. Capitalized cost related to tower development was
approximately $0.4 million and $10.7 million at June 30, 1997 and 1998,
respectively.
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. Export sales were
approximately 37.2% of consolidated revenues in 1997, but due to strong
international wireless growth are expected to increase in 1998 to approximately
50.0% of consolidated revenues.
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, benefits, professional
services, office and occupancy and other 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
7
<PAGE> 9
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.
The Company has experienced fluctuations in revenues in each of the past
several years, with greater revenues in the second half of its calendar year and
lesser amounts in the first half. This trend may or may not continue as the
Company broadens its product and service offerings. A significant portion of the
Company's software license agreements are concluded in the last month of the
calendar quarter, generally with a concentration of such revenues in the final
ten business days of that month. The Company believes that these revenue
fluctuations are caused primarily by customer buying patterns. In any case, due
to the relatively fixed nature of certain costs, including personnel and
facilities expenses, a decline or shortfall in quarterly and/or annual revenues
typically results in lower profitability.
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 REVENUES
-----------------------------
THREE MONTHS SIX MONTHS
ENDED ENDED
JUNE 30, JUNE 30,
------------- -------------
1997 1998 1997 1998
----- ----- ----- -----
<S> <C> <C> <C> <C>
Revenues:
Service................................................ 63.8% 67.6% 61.4% 67.8%
Product................................................ 36.2 31.8 38.6 31.7
Asset management....................................... 0.0 0.6 0.0 0.5
----- ----- ----- -----
Total revenues.................................... 100.0 100.0 100.0 100.0
Cost of revenues............................................ 61.8 69.8 62.4 67.3
----- ----- ----- -----
Gross profit................................................ 38.2 30.2 37.6 32.7
----- ----- ----- -----
Operating expenses:
Sales and marketing.................................... 4.9 9.3 5.6 7.6
General and administrative............................. 16.5 20.3 16.1 18.4
Research and development............................... 4.5 5.4 5.3 5.6
Non-cash compensation.................................. 0.9 0.4 0.7 0.4
Depreciation and amortization.......................... 4.4 5.1 4.7 4.1
----- ----- ----- -----
Total operating expenses.......................... 31.2 40.5 32.4 36.1
----- ----- ----- -----
Operating income (loss)..................................... 7.0 (10.3) 5.2 (3.4)
----- ----- ----- -----
Other income (expense):
Interest income........................................ 0.3 0.8 0.4 0.8
Interest (expense)..................................... (2.5) (1.8) (2.5) (1.8)
Other income (expense)................................. 0.6 (0.4) 0.8 (0.5)
----- ----- ----- -----
Total other (expense)............................. (1.6) (1.4) (1.3) (1.5)
----- ----- ----- -----
Income (loss) before income taxes........................... 5.4 (11.7) 3.9 (4.9)
Provision (benefit) for income taxes........................ 2.4 (4.8) 1.8 (2.0)
----- ----- ----- -----
Net income (loss)........................................... 3.0% (6.9)% 2.1% (2.9)%
===== ===== ===== =====
</TABLE>
8
<PAGE> 10
THREE MONTHS ENDED JUNE 30, 1997
COMPARED TO
THREE MONTHS ENDED JUNE 30, 1998
Revenues. Revenues for the three months ended June 30, 1998 were $31.9
million compared to $37.3 million for the prior year, a decrease of $5.4 million
or 14.4%. Service revenues were $21.6 million compared to $23.8 million for the
prior year, a decrease of $2.2 million or 9.3%. Service revenues decreased
primarily as a result of a decrease in Engineering and Design Services fees
offset, in part, by an increase in Program Management volume. Program Management
revenues had declined in 1997 as a result of the Company's decision to suspend
or decrease services for two C-Block operators. Product revenues were $10.1
million compared to $13.5 million for the prior year, a decrease of $3.4 million
or 24.9%. The decrease in Product revenues is a result of the continued economic
downturn in the Asia-Pacific region and a softness in the U.S. domestic market.
In addition, release of the Company's next generation network propagation
modeling tool has been delayed resulting in a reduction in software revenues.
Cost of Revenues. Cost of revenues for the three months ended June 30,
1998 was $22.3 million compared to $23.1 million for the prior year, a decrease
of $0.8 million or 3.3%. As a percentage of total revenues, cost of revenues was
69.8% and 61.8% for 1998 and 1997, respectively. Service cost of revenues for
the three months ended June 30, 1998 and 1997 was $16.0 million. As a percentage
of total Service revenues, Service cost of revenues was 74.1% and 67.2% for 1998
and 1997, respectively. The increase in Service cost of revenues as a percentage
of total Service revenues is due primarily to a change in revenues mix favoring
lower margin Program Management work. Product cost of revenues for the three
months ended June 30, 1998 was $6.3 million compared to $7.1 million for the
prior year, a decrease of $0.8 million or 10.9%. Product cost of revenues as a
percentage of Product revenues was 62.1% and 52.4% for 1998 and 1997,
respectively. Both the dollar decrease and percentage increase are due primarily
to the change in revenues mix year over year as well as lower sales volume.
Gross Profit. Gross profit for the three months ended June 30, 1998 was
$9.6 million compared to $14.2 million for the prior year, a decrease of $4.6
million or 32.3%. As a percentage of total revenues, gross profit was 30.2% and
38.2% for 1998 and 1997, respectively. The dollar decrease in gross profit is
due primarily to the decrease in revenues discussed above. The decline in gross
profit as a percentage of Service and Product revenues is due primarily to the
change in Service revenues mix and Product revenues mix also as discussed above.
Sales and Marketing. Sales and marketing expenses were $3.0 million for
the three months ended June 30, 1998 compared to $1.8 million for the prior
year, an increase of $1.2 million or 60.9%. The increase is due primarily to an
increase in business development costs as a result of the continued
regionalization of the Company's business on a world wide basis.
General and Administrative. General and administrative expenses were $6.5
million for the three months ended June 30, 1998 compared to $6.1 million for
the prior year, an increase of $0.4 million or 5.5%. The increase is due
primarily to increased costs related to Microcell Management which commenced
operations in January 1997.
Non-Cash Compensation. Non-cash compensation was $0.1 million for the
three months ended June 30, 1998, compared to $0.3 million for the prior year, a
decrease of $0.2 million or 63.6%. The decrease is a result of certain awards
becoming fully vested and related expense recognition completed.
Interest Income. Interest income was $0.3 million for the three months
ended June 30, 1998 compared to $0.1 million for the prior year, an increase of
$0.2 million. The increase is a result of an increase in the amount of funds
available for investment.
Interest Expense. Interest expense was $0.6 million for the three months
ended June 30, 1998 compared to $0.9 million for the prior year, a decrease of
$0.3 million or 37.0%. The decrease is due primarily to the decrease in interest
rates on the MCI Telecommunications Corporation ("MCI") convertible subordinated
debt. On October 23, 1997, the Company announced that it had agreed with MCI to
defer the Company's
9
<PAGE> 11
option to convert the notes in 1997. As part of the agreement, interest payable
under the notes was reduced from 6.8% to 4.4% per annum.
Other Income (Expense). Other expense was $0.1 million for the three
months ended June 30, 1998 compared to other income of $0.2 million for the
prior year, a decrease of $0.3 million. The decrease is due primarily to the
expiration of the 24-month distribution rights arrangement for the Company's
hardware and software products which was granted with the sale of the Company's
50.5% interest in Telemate S.A. in January 1996 and a reduction in income
recognized from the Company's 33.3% joint venture with Koll Telecommunications
Services, LLC ("KTS"). On July 20, 1998, the Company acquired the remaining
66.7% membership interest in KTS, bringing its total membership interest to
100.0%. Prior to the acquisition, the Company owned 33.3% of KTS' membership
interest, Castle Rock Telecommunications Co., LLC (CRT) held approximately 36.7%
of KTS' membership interest, and Koll Management Services, Inc. (KMS), held the
remaining approximately 30.0%. In the transaction, KTS redeemed the ownership
interests of KMS in exchange for KMS' assumption of certain contract rights and
associated assets and liabilities. KTS also redeemed the membership interests of
CRT in exchange for an earn-out agreement entitling CRT to 40.0% of the pre-tax
income, after certain adjustments, derived by KTS from its existing contracts.
Provision (benefit) for Income Taxes. The benefit for income taxes was
$1.5 million for the three months ended June 30, 1998 compared to a provision of
$0.9 million for the prior year. The benefit for income taxes was recorded in
1998 using a consolidated effective income tax rate of 41%. The provision for
income taxes was recorded in 1997 based on a consolidated effective income tax
rate of approximately 43.7%. The change in effective income tax rates is due to
the impact of the Company's foreign operations which are taxed at various rates.
10
<PAGE> 12
SIX MONTHS ENDED JUNE 30, 1997
COMPARED TO
SIX MONTHS ENDED JUNE 30, 1998
Revenues. Revenues for the six months ended June 30, 1998 were $65.0
million compared to $71.7 million for the prior year, a decrease of $6.7 million
or 9.3%. Service revenues were $44.1 million compared to $44.0 million for the
prior year, an increase of $0.1 million or 0.1%. Service revenues increased
primarily as a result of an increase in Program Management volume, offset by a
decrease in Engineering and Design Services fees. Program Management revenues
had declined in 1997 as a result of the Company's decision to suspend or
decrease services for two C-Block operators. Product revenues were $20.6 million
compared to $27.6 million for the prior year, a decrease of $7.0 million or
25.4%. The decrease in Product revenues is primarily a result of the continued
economic downturn in the Asia-Pacific region and a softness in the U.S. domestic
market. In addition, release of the Company's next generation network
propagation modeling tool has been delayed resulting in a reduction in software
revenues.
Cost of Revenues. Cost of revenues for the six months ended June 30, 1998
was $43.7 million compared to $44.7 million for the prior year, a decrease of
$1.0 million or 2.2%. As a percentage of total revenues, cost of revenues was
67.3% and 62.4% for 1998 and 1997, respectively. Service cost of revenues for
the six months ended June 30, 1998 was $31.6 million compared to $29.8 million
for the prior year, an increase of $1.8 million or 6.1%. As a percentage of
total Service revenues, Service cost of revenues was 71.7% and 67.7% for 1998
and 1997, respectively. The increase is due primarily to a change in revenues
mix favoring lower margin Program Management work. Product cost of revenues for
the six months ended June 30, 1998 was $12.1 million compared to $14.9 million
for the prior year, a decrease of $2.8 million or 18.7%. Product cost of
revenues as a percentage of Product revenues, was 58.8% and 54.0% for 1998 and
1997, respectively. Both the dollar decrease and percentage increase are due
primarily to the change in revenues mix year over year as well as lower sales
volume.
Gross Profit. Gross profit for the six months ended June 30, 1998 was
$21.3 million compared to $27.0 million for the prior year, a decrease of $5.7
million or 21.0%. As a percentage of total revenues, gross profit was 32.7% and
37.6% for 1998 and 1997, respectively. The decrease in gross profit was due to
the decrease in Product revenues as well as the increase in Service cost of
revenues, both discussed above.
Sales and Marketing. Sales and marketing expenses were $5.0 million for
the six months ended June 30, 1998 compared to $4.0 million for the prior year,
an increase of $1.0 million or 22.5%. The increase is due primarily to increased
business development costs year over year as a result of the continued
regionalization of the Company's business on a world wide basis.
General and Administrative. General and administrative expenses were $12.0
million for the six months ended June 30, 1998 compared to $11.5 million for the
prior year, an increase of $0.5 million or 3.9%. The increase is due primarily
to increased costs related to Microcell Management which commenced operations in
January 1997.
Non-Cash Compensation. Non-cash compensation was $0.2 million for the six
months ended June 30, 1998, compared to $0.5 million for the prior year, a
decrease of $0.3 million or 49.8%. The decrease is a result of certain awards
becoming fully vested and related expense recognition completed.
Depreciation and Amortization. Depreciation and amortization expense was
$2.7 million for the six months ended June 30, 1998 compared to $3.4 million for
the prior year, a decrease of $0.7 million or 20.5%. The decrease is due to
lower amortization related to the Company's software products.
Interest Income. Interest income was $0.5 million for the six months ended
June 30, 1998 compared to $0.3 million for the prior year, an increase of $0.2
million. The increase is a result of an increase in the amount of funds
available for investment year over year.
Interest Expense. Interest expense was $1.2 million for the six months
ended June 30, 1998 compared to $1.8 million for the prior year, a decrease of
$0.6 million or 33.5%. The decrease is due primarily to the decrease in interest
rates on the MCI convertible subordinated debt. On October 23, 1997, the Company
11
<PAGE> 13
announced that it had agreed with MCI to defer the Company's option to convert
the notes in 1997. As part of the agreement, interest payable under the notes
was reduced from 6.8% to 4.4% per annum.
Other Income (Expense). Other expense was $0.3 million for the six months
ended June 30, 1998 compared to other income of $0.6 million for the prior year,
a decrease of $0.9 million. The decrease is due primarily to the expiration of
the 24-month distribution rights arrangement for the Company's hardware and
software products which was granted with the sale of the Company's 50.5%
interest in Telemate S.A. in January 1996 and a reduction in income recognized
from the Company's 33.3% joint venture with Koll Telecommunications Services,
LLC ("KTS"). On July 20, 1998, the Company acquired the remaining 66.7%
membership interest in KTS, bringing its total membership interest to 100.0%.
Prior to the acquisition, the Company owned 33.3% of KTS' membership interest,
Castle Rock Telecommunications Co., LLC (CRT) held approximately 36.7% of KTS'
membership interest, and Koll Management Services, Inc. (KMS), held the
remaining approximately 30.0%. In the transaction, KTS redeemed the ownership
interests of KMS in exchange for KMS' assumption of certain contract rights and
associated assets and liabilities. KTS also redeemed the membership interests of
CRT in exchange for an earn-out agreement entitling CRT to 40.0% of the pre-tax
income, after certain adjustments, derived by KTS from its existing contracts.
Provision (Benefit) for Income Taxes. The benefit for income taxes was
$1.3 million for the six months ended June 30, 1998 compared to a provision of
$1.3 million for the prior year, a decrease of $2.6 million. The benefit for
income taxes was recorded in 1998 using a consolidated effective income tax rate
of 41%. The provision for income taxes was recorded in 1997 based on a
consolidated effective income tax rate of approximately 45.3%. The change in
effective income tax rates is due to the impact of the Company's foreign
operations which are taxed at various rates.
LIQUIDITY AND CAPITAL RESOURCES
Cash and cash equivalents, were $14.5 million at June 30, 1998 compared to
$15.8 million at December 31, 1997 a decrease of $1.3 million or 8.6%. Net cash
provided by operations was $0.4 million for the six months ended June 30, 1998.
Net cash used in investing activities was $5.2 million, consisting primarily of
cash paid for additions to property and equipment ($9.9 million) and an increase
in capitalized software ($3.7 million), offset by a decrease in short-term
investments ($8.6 million). Net cash provided by financing activities was $3.5
million, representing cash received from stock issuances as a result of options
exercised during the period, cash received for shares purchased under the
Company's Employee Stock Purchase Plan and net proceeds during the period from
the ETP Credit Facility (see below). Short-term investments were $0.1 million at
June 30, 1998 compared to $8.6 million at December 31, 1997, a decrease of $8.5
million. The decrease is a result of funding of capital expenditures for the
Company's Microcell Management subsidiary.
During December 1997, the Company increased its allowance for doubtful
accounts due to the continued aging of receivables from its Asia-Pacific
customers. The economic downturn and exchange rate fluctuations in the
Asia-Pacific region during the latter part of calendar 1997 had resulted in
certain of the Company's customers experiencing difficulty in arranging in a
timely fashion needed additional financing and hard currency to satisfy U.S.
dollar denominated liabilities to the Company. As a result of the uncertainty
associated with the collection of amounts due, the Company recorded additional
reserves of approximately $2.9 million to cover potential Asia-Pacific region
exposure and established procedures to require downpayment or use of letters of
credit for certain Asia-Pacific sales. The Company believes that its reserves
for outstanding receivables from its Asia-Pacific customers are adequate at June
30, 1998.
The Company anticipates a significant commitment for capital expenditures
for its Microcell Management subsidiary. This effort is currently funded from
the Company's current working capital. The Company is engaged in discussions
with various sources of financing to fund the continued growth and development
of its tower business above and beyond the use of the Company's working capital.
There can be no assurance that the Company will be successful in obtaining such
financing. In addition, under the Company's software development program, the
Company capitalized in accordance with Statement of Financial Accounting
Standards No. 86, "Accounting for the Costs of Computer Software to be Sold,
Leased or Otherwise Marketed," $2.1 million and $3.7 million in the six month
periods ended June 30,1997 and 1998, respectively.
12
<PAGE> 14
Net cash provided by operations was $4.4 million for the six months ended
June 31, 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 total
satisfaction of the note agreement 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.
Working capital was $39.0 million at June 30, 1998 versus $47.0 million at
December 31, 1997, a decrease of $8.0 million or 16.9%. The decrease in working
capital was primarily due to internal funding of capital expenditures for the
Company's Microcell Management subsidiary.
In February 1998, the Company adopted a stock repurchase program pursuant
to which the Company is authorized to purchase, through open market
transactions, privately negotiated transactions, or in such other manner as will
comply with the provisions of the Securities Exchange Act of 1934, and the rules
and regulations thereunder, up to one million shares of Class A Common Stock.
The actual timing and blocks of shares to be purchased will depend on a variety
of factors, including price and market conditions. As of June 30, 1998, the
Company had not purchased any shares pursuant to this program.
The Company has a credit facility with Chase Manhattan Bank Co. NA, 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. Effective December 15, 1997, the Credit Facility was amended to
"carve-out" a separate credit facility for ETP (the "ETP Credit Facility") in
the aggregate principal amount of $2.5 million. ETP and Microcell Management
executed the amended credit facility as parties and guarantors of the Company's
obligation. The Company has pledged 65% of the equity of ETP and 100% of the
Company's equity of Microcell Management to Chase as security for repayment
under the facility. Effective June 30, 1998, the Company obtained a waiver for
non-compliance with one of its financial ratios. The Company was in compliance
with all other financial covenants and ratios at June 30, 1998. No amounts were
outstanding under the Credit Facility during the period January 1, 1998 through
June 30, 1998 with the exception of amounts, if any, outstanding under the ETP
Credit Facility. Approximately $1.8 million was outstanding under the ETP Credit
Facility at June 30, 1998.
On August 10, 1998, the Company extended the expiration of the period,
under the MCI convertible subordinated debt, during which MCI, as holder of the
notes, may exercise its 1998 option to exchange the notes for Class A Common
Stock of the Company from August 10, 1998 until August 24, 1998. The beginning
of the 45 day period during which the notes may be exchanged in 1998 by the
Company was delayed from August 27, 1998 until September 8, 1998.
The Company currently believes that its cash and cash equivalents,
short-term investments, cash flow from operations and available credit will be
sufficient to satisfy the current and anticipated future capital requirements of
the Company.
IMPACT OF THE YEAR 2000 ISSUE
Many computer systems and software products currently in use by businesses
and government organizations are coded to accept two digits, rather than four,
to specify the year. Such computer systems and software products will be unable
to properly interpret dates beyond the year 1999, which could lead to business
disruptions (the "Year 2000 Issue"). As a result, in less than two years,
computer systems and/or software used by many companies may need to be upgraded
to properly interpret dates beyond 1999. The Company's technical personnel are
in the process of assessing the impact of the Year 2000 Issue on the Company's
products.
13
<PAGE> 15
Based on an assessment of its internal computer systems, the Company
determined that it will be required to modify or replace portions of its
internal software so that its computer systems will properly utilize dates
beyond December 31, 1999. Although the Company is in the process of performing
its Year 2000 modifications and expects to have its internal computer system
year 2000 compliant by the end of 1998, if such modifications are not completed
timely, the Year 2000 Issue could have a material impact on the operations of
the Company.
The Company has initiated formal communications with all of its significant
suppliers and large customers to determine the extent to which the Company is
vulnerable to those third parties' failure to remediate their own Year 2000
Issue. However, there can be no guarantee that the systems of other companies on
which the Company's systems rely will be timely converted, or that a failure to
convert by another company, or a conversion that is incompatible with the
Company's systems, would not have a material adverse effect on the Company.
The Company will utilize both internal and external resources to reprogram,
or replace, and test software for Year 2000 modifications. The total cost of the
program is being funded through operating cash flows. Costs associated with the
purchase of new software will be capitalized. The total cost associated with the
required modifications and conversions is not expected to be material to the
Company's consolidated results of operations and financial position.
14
<PAGE> 16
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 19, 1998. 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 VOTES BROKER
ELECTED DIRECTOR EXPIRES VOTES FOR(1) WITHHELD(1) NON-VOTES(1)
---------------- ------- ------------- ----------- ------------
<S> <C> <C> <C> <C>
Dr. Rajendra Singh.................. 1999 5,568,883(A) 44,978(A) 0(A)
84,609,840(B) 0(B) 0(B)
Neera Singh......................... 1999 5,568,883(A) 44,978(A) 0(A)
84,609,840(B) 0(B) 0(B)
Mark Ein............................ 1999 5,568,883(A) 44,978(A) 0(A)
84,609,840(B) 0(B) 0(B)
Dr. Arno Penzias.................... 1999 5,568,883(A) 44,978(A) 0(A)
84,609,840(B) 0(B) 0(B)
Dr. Geoffrey S. Carroll............. 1999 5,568,783(A) 45,078(A) 0(A)
84,609,840(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, 1998.
<TABLE>
<CAPTION>
VOTES FOR(1) VOTES AGAINST(1) VOTES ABSTAINING(1) BROKER NON-VOTES(1)
------------ ---------------- ------------------- -------------------
<S> <C> <C> <C>
5,606,767(A) 3,750(A) 3,744(A) 0(A)
84,609,840(B) 0(B) 0(B) 0(B)
</TABLE>
Proposal 3 -- Approval of an amendment to the Company's 1996
Employee Stock Option Plan to increase the number of shares authorized
to be issued pursuant to options granted under such plan.
<TABLE>
<CAPTION>
VOTES FOR(1) VOTES AGAINST(1) VOTES ABSTAINING(1) BROKER NON-VOTES(1)
------------ ---------------- ------------------- -------------------
<S> <C> <C> <C>
2,316,103(A) 1,145,334(A) 5,617(A) 0(A)
84,609,840(B) 0(B) 0(B) 0(B)
</TABLE>
Proposal 4 -- Approval of amendments to the Company's 1996
Directors Stock Option Plan to increase the number of shares authorized
to be issued pursuant to options granted under such plan and to delete a
certain section thereof.
<TABLE>
<CAPTION>
VOTES FOR(1) VOTES AGAINST(1) VOTES ABSTAINING(1) BROKER NON-VOTES(1)
------------ ---------------- ------------------- -------------------
<S> <C> <C> <C>
2,602,179(A) 858,283(A) 6,192(A) 0(A)
84,609,840(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
15
<PAGE> 17
Item 6: Exhibits and Reports on Form 8-K
(a) Exhibits
11 -- Calculation of Net Income Per Share
27.1 -- Financial Data Schedule -- 1998
27.2 -- Financial Data Schedule -- 1997
(b) Reports on Form 8-K
None
16
<PAGE> 18
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, 1998
------------------------------------------------- Signed: /s/ RICHARD HOZIK
--------------------------------------------
Richard Hozik
Senior Vice President, Treasurer
and Chief Financial Officer
</TABLE>
17
<PAGE> 1
COMPUTATIONS OF EARNING PER COMMON SHARE
<TABLE>
<CAPTION>
1997 1998
--------------------------------------------------------- ----------------------------
THREE MONTHS SIX MONTHS THREE MONTHS
ENDED ENDED ENDED
JUNE 30, JUNE 30, JUNE 30,
--------------------------- --------------------------- ----------------------------
NET PER SHARE NET PER SHARE NET PER SHARE
INCOME SHARES AMOUNT INCOME SHARES AMOUNT (LOSS) SHARES AMOUNT
------ ------ --------- ------ ------ --------- ------- ------ ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Basic EPS
Net Income (loss)
Available to Common
Shareholders............ $1,129 14,562 $0.08 $1,519 14,552 $0.10 $(2,196) 15,480 $(0.14)
===== ===== ======
Effect of Dilutive Securities
Convertible Debt.......... -- -- -- -- -- --
Stock Option Plans........ -- 1,024 -- 1,108 -- --
------ ------ ------ ------ ------- ------
Dilutive EPS
Net Income (loss)
Available to Common
Shareholders and
Conversions............. $1,129 15,586 $0.07 $1,519 15,660 $0.10 $(2,196) 15,480 $(0.14)
====== ====== ===== ====== ====== ===== ======= ====== ======
<CAPTION>
1998
----------------------------
SIX MONTHS
ENDED
JUNE 30,
----------------------------
NET PER SHARE
INCOME SHARES AMOUNT
------- ------ ---------
<S> <C> <C> <C>
Basic EPS
Net Income (loss)
Available to Common
Shareholders............ $(1,897) 15,350 $(0.12)
======
Effect of Dilutive Securities
Convertible Debt.......... -- --
Stock Option Plans........ -- --
------- ------
Dilutive EPS
Net Income (loss)
Available to Common
Shareholders and
Conversions............. $(1,897) 15,350 $(0.12)
======= ====== ======
</TABLE>
NOTE: The Company's subordinated debt, which is exchangeable into 2.8 million
shares of the Company's Class A Common Stock, was outstanding during the three
and six months ended June 30, 1997 and 1998, but was not included in the
computation of diluted earnings per share because the effect of which would have
been anti-dilutive. The Company's Option Plans for the three and six month
periods ended June 30, 1998 were not included in the computation of diluted
earnings per share because the effect of which would have been anti-dilutive.
18
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> JUN-30-1998
<CASH> 14,478
<SECURITIES> 0
<RECEIVABLES> 29,873
<ALLOWANCES> 14,528
<INVENTORY> 7,400
<CURRENT-ASSETS> 76,284
<PP&E> 18,305
<DEPRECIATION> 19,782
<TOTAL-ASSETS> 109,276
<CURRENT-LIABILITIES> 37,238
<BONDS> 0
0
0
<COMMON> 156
<OTHER-SE> 21,138
<TOTAL-LIABILITY-AND-EQUITY> 109,276
<SALES> 20,604
<TOTAL-REVENUES> 65,027
<CGS> 12,124
<TOTAL-COSTS> 43,739
<OTHER-EXPENSES> 23,514
<LOSS-PROVISION> (160)
<INTEREST-EXPENSE> 1,197
<INCOME-PRETAX> (3,216)
<INCOME-TAX> (1,319)
<INCOME-CONTINUING> (1,897)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,897)
<EPS-PRIMARY> (0.12)
<EPS-DILUTED> (0.12)
</TABLE>
<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> 14,919
<TOTAL-COSTS> 44,720
<OTHER-EXPENSES> 23,230
<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> 0.10
<EPS-DILUTED> 0.10
</TABLE>
