<PAGE> 1
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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 MARCH 31, 1999
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 May 11, 1999, the registrant had outstanding 7,205,574 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 MARCH 31, 1999
INDEX
<TABLE>
<CAPTION>
PAGE
NUMBER
------
<S> <C> <C>
PART I: FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS
Condensed consolidated statements of operations for the
three months ended March 31, 1998 and 1999................ 2
Condensed consolidated balance sheets as of December 31,
1998 and March 31, 1999................................... 3
Condensed consolidated statements of cash flows for the
three months ended March 31, 1998 and 1999................ 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........................................... 14
ITEM 1: Legal Proceedings........................................... 14
ITEM 2: Changes in Securities....................................... 14
ITEM 3: Defaults Upon Senior Securities............................. 14
ITEM 4: Submission Of Matters to a Vote of Security Holders......... 14
ITEM 5: Other Information........................................... 14
ITEM 6: Exhibits and Reports on Form 8K............................. 14
</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
MARCH 31
-------------------
1998 1999
-------- --------
<S> <C> <C>
REVENUES:
Service................................................... $22,506 $17,445
Tower ownership and management............................ 127 228
------- -------
22,633 17,673
------- -------
COST OF REVENUES:
Service................................................... 15,616 11,705
Tower ownership and management............................ 72 225
------- -------
15,688 11,930
------- -------
GROSS PROFIT................................................ 6,945 5,743
------- -------
OPERATING EXPENSES:
Sales and marketing....................................... 789 1,552
General and administrative................................ 3,912 3,704
Non-cash compensation..................................... 109 106
Depreciation and amortization............................. 428 719
------- -------
5,238 6,081
------- -------
OPERATING INCOME (LOSS)..................................... 1,707 ( 338)
------- -------
OTHER INCOME (EXPENSE):
Interest income........................................... 250 220
Interest expense.......................................... (573) (701)
Other..................................................... (173) (1,399)
------- -------
(496) (1,880)
------- -------
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME
TAXES..................................................... 1,211 (2,218)
PROVISION (BENEFIT) FOR INCOME TAXES........................ 480 (326)
------- -------
INCOME (LOSS) FROM CONTINUING OPERATIONS.................... 731 (1,892)
LOSS FROM DISCONTINUED OPERATIONS NET OF TAX BENEFITS....... (432) --
------- -------
NET INCOME (LOSS)........................................... $ 299 $(1,892)
======= =======
NET INCOME (LOSS) PER SHARE:
CONTINUING OPERATIONS
Basic..................................................... $ 0.05 $ (0.12)
======= =======
Diluted................................................... $ 0.05 $ (0.12)
======= =======
DISCONTINUED OPERATIONS
Basic..................................................... $ (0.03) $ --
======= =======
Diluted................................................... $ (0.03) $ --
======= =======
NET INCOME (LOSS) PER SHARE
Basic..................................................... $ 0.02 $ (0.12)
======= =======
Diluted................................................... $ 0.02 $ (0.12)
======= =======
WEIGHTED AVERAGE SHARES USED IN CALCULATION
OF NET INCOME (LOSS) PER SHARE:
Basic..................................................... 15,283 15,640
======= =======
Diluted................................................... 16,030 15,640
======= =======
</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, MARCH 31,
1998 1999
------------ -------------
(UNAUDITED)
<S> <C> <C>
ASSETS:
Current assets:
Cash and cash equivalents............................... $ 4,240 $ 4,645
Short-term investments.................................. 113 113
Receivables, net of allowance for doubtful accounts of
$10,453 and $10,284 at December 31, 1998 and March 31,
1999, respectively:
Trade accounts receivable.......................... 13,028 13,062
Due from related parties and affiliates............ 611 904
Unbilled receivables............................... 6,078 5,815
Deferred income taxes, net.............................. 12,050 9,527
Prepaid expenses and other current assets............... 3,072 2,781
Net assets of discontinued operations................... 9,139 10,174
-------- --------
Total current assets............................... 48,331 47,021
Property and equipment, net................................. 22,132 29,908
Deferred income taxes, net.................................. 12,705 15,553
Other assets................................................ 1,036 1,171
-------- --------
$ 84,204 $ 93,653
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY:
Current liabilities:
Line of credit.......................................... $ -- $ 4,211
Accounts payable........................................ 4,637 4,853
Accrued expenses........................................ 8,153 10,171
Accrued employee compensation and benefits.............. 9,702 8,891
Deferred revenue........................................ 277 510
Income taxes payable.................................... 7,894 8,016
Obligations under incentive plans....................... 55 --
Other current liabilities............................... 3,142 3,462
-------- --------
Total current liabilities.......................... 33,860 40,114
Convertible Note payable.................................... -- 5,000
Convertible subordinated debt............................... 50,000 50,000
Other liabilities........................................... 115 23
-------- --------
Total liabilities....................................... 83,975 95,137
-------- --------
Preferred stock:
10,000 shares authorized; 0 shares issued and
outstanding........................................... -- --
Class A common stock, $.01 par value:
70,000 shares authorized; 7,180 and 7,201 shares issued
and outstanding at December 31, 1998 and March 31,
1999, respectively.................................... 72 72
Class B common stock, $.01 par value:
20,000 shares authorized; 8,461 shares issued and
outstanding at December 31, 1998 and March 31, 1999... 85 85
Paid-in capital............................................. 37,130 37,306
Accumulated deficit......................................... (33,590) (35,483)
Note receivable from shareholder............................ (2,100) (2,100)
-------- --------
Subtotal................................................ 1,597 (120)
Accumulated other comprehensive loss -- foreign currency
translation adjustments................................... (1,368) (1,364)
-------- --------
Total shareholders' equity (deficit).................... 229 (1,484)
-------- --------
$ 84,204 $ 93,653
======== ========
</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>
THREE MONTHS ENDED
MARCH 31,
-------------------
1998 1999
-------- --------
<S> <C> <C>
Cash flows from operating activities:
Income (loss) from continuing operations............... $ 731 $ (1,892)
Adjustments to reconcile income (loss) from continuing
operations to net cash provided by operating
activities:
Depreciation and amortization..................... 428 719
Non-cash compensation............................. 109 106
Loss from investments in joint ventures, net...... 155 --
Changes in operating assets and liabilities:
Trade, unbilled, and other receivables....... 969 (64)
Accounts payable and accrued expenses........ (3,659) 1,423
Other current assets and liabilities......... 468 3,434
Other non-current assets and liabilities..... 756 (2,724)
-------- --------
Net cash (used in) provided by operating activities......... (43) 1,002
-------- --------
Cash flows from investing activities:
Decrease in short term investments, net................ 8,552 --
Purchases of property and equipment.................... (5,811) (7,833)
-------- --------
Net cash provided by (used in) investing activities......... 2,741 (7,833)
-------- --------
Cash flows from financing activities:
Proceeds from issuance of common stock, net............ 333 61
Proceeds from exercise of options...................... 2,502 --
Proceeds from note payable/line of credit.............. -- 9,211
-------- --------
Net cash provided by financing activities................... 2,835 9,272
-------- --------
Net increase in cash and cash equivalents -- continuing
operations................................................ 5,533 2,441
Net increase (decrease) in cash and cash
equivalents -- discontinued operations.................... 862 (2,036)
-------- --------
Net increase in cash and cash equivalents................... 6,395 405
Cash and cash equivalents at beginning of period............ 14,878 4,240
-------- --------
Cash and cash equivalents at end of period.................. $ 21,273 $ 4,645
======== ========
Supplemental disclosures of cash flow information:
Cash paid during the quarter for:
Interest.......................................... $ -- $ 24
Income taxes...................................... 46 202
</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. and subsidiaries (also referred to as the
"Company") is a leading provider of integrated services relating to the design,
engineering and build-out of wireless communications systems. The Company's
businesses 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 and construction
management services related to the build-out of wireless communications systems.
TOWERS
Tower ownership and management. The Company aquires, builds, owns and
manages multi-tenant telecommunications towers and leases space thereon to
wireless communication carriers.
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 disclosures 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, 1998. 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.
NOTE 3: OTHER COMPREHENSIVE INCOME (LOSS)
During the first quarter of 1998, the Company adopted Statement of
Financial Accounting Standards No. 130 ("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
(loss) consists solely of foreign currency
5
<PAGE> 7
translation adjustments at March 31, 1998 and 1999. Comprehensive income (loss),
for the three months ended March 31 is as follows (in thousands).
<TABLE>
<CAPTION>
1998 1999
----- -------
<S> <C> <C>
Net income (loss)........................................... $ 299 $(1,892)
----- -------
Other comprehensive income (loss), before tax............... (580) (12)
Income tax provision (benefit) related to items of
comprehensive income...................................... (204) (16)
----- -------
Other comprehensive income (loss), net of tax............... (376) 4
----- -------
Comprehensive income (loss)................................. $ (77) $(1,888)
===== =======
</TABLE>
NOTE 4: LINE OF CREDIT
In March 1999, the Company amended and restated its credit facility with
the Chase Manhattan Bank, as Administrative Agent ("Chase") (together with the
LCC Europe Credit Facility, the "Credit Facility") which was established in
1996. The Credit Facility, as presently in effect, consists of a revolving loan
and letter of credit facility in an aggregate amount not to exceed $20.0 million
for the Company and $2.5 million for LCC Europe (the "LCC Europe Credit
Facility"). The maximum amount available for drawing under the Credit Facility
is the sum of (1) the lesser of $10.0 million or 85% of the amount of the
Company's receivables which are deemed "eligible" as a basis for obtaining
credit and (2) an aggregate amount, not to exceed $12.5 million, which is
secured by a collateralized guaranty of Dr. Rajandra Singh, Chairman and Interim
Chief Executive Officer of the Company, to the extent that Dr. Singh has
deposited the required collateral with Chase. Dr. Singh is not contractually
committed to provide any collateral to Chase. The revolving loan commitment will
expire in March 2000. The Company does not currently use interest rate
derivative instruments to manage its exposure to interest rate changes.
Effective March 31, 1999 the Credit Facility was amended to revise one of the
financial ratios thereunder.
Telcom Ventures has assured the Company that it intends to provide the
Company with funding to cover any cash shortfalls the Company may have during
1999 in an amount not to exceed $12.5 million less the sum of: (1) amounts drawn
under the Credit Facility in excess of $10 million, plus (2) amounts received
through additional financings or the sale of the Products Businesses. These
assurances are subject to the satisfaction of certain conditions, including the
parties reaching agreement on applicable financing documents, and will apply
only as long as Telcom Ventures directly or indirectly owns at least 40% of the
Company's outstanding common stock, other than any stock issued to MCI upon
conversion of the MCI notes.
NOTE 5: CONVERTIBLE NOTE PAYABLE
In January 1999, the Company entered into a $5.0 million convertible
promissory note with Telcom Ventures. Under the terms of the note, the entire
principal balance and accrued interest thereon at a rate of 9.0 percent is due
on April 30, 2000 or upon the occurrence of certain events such as the sale of
all or substantially all of the assets of the Company. At anytime from August 1,
1999, either Telcom Ventures or the Company may convert the then outstanding
principal and accrued, but unpaid interest into shares of the Company's Class A
Common Stock based on a conversion price of $6.22 per share, subject to
adjustment for stock split, stock dividend, recapitalization or similar events.
NOTE 6: CONTINGENCIES
On February 12, 1999, the minority shareholders of the Company's
majority-owned Microcell subsidiary filed a suit against the Company, the
directors appointed by the Company to the Microcell Board and Microcell itself,
seeking rescission of the shareholders' agreement between the Company and the
minority shareholders (which concerns management of Microcell, funding
commitments and other matters), the appointment of a custodian or receiver and
unspecified monetary damages. The suit alleges breach of a fiduciary duty,
usurpation of corporate opportunities, and waste of Microcell's corporate
assets, tortious interference with Microcell's prospective business relations,
and violations of the shareholders' agreement. On May 6, 1999, the Court ruled
that the plaintiff's had served a demand letter on the Board of Directors and
6
<PAGE> 8
therefore, all the plaintiff's derivative claims were stayed pending the Board's
review and consideration of the derivative claims. The Board of Directors has
retained advisory counsel, and is awaiting the receipt of counsel's findings. On
May 12, 1999, the Court dismissed plaintiff's motion for the appointment of a
custodian or receiver. The Company believes that the case is without merit and
intends to contest this action vigorously.
NOTE 7: SEGMENT INFORMATION
The Company's operating segments include Services (Engineering and Design
Services and Program Management Services) and Tower ownership and management.
Engineering and Design Services provides engineering and design services for
cellular phone system operators, personal communication system ("PCS") operators
and other wireless communication systems providers. Program Management Services
provides program and construction management services related to the build-out
of wireless communication systems. Tower ownership and management acquires,
builds, owns and manages telecommunications towers. Segment assets are not
allocated between the Engineering and Design and Program Management segments.
All assets related to these two segments are included as part of the Engineering
and Design segment in the tables below.
Segment detail is summarized as follows (in thousands):
<TABLE>
<CAPTION>
TOWER
ENGINEERING OWNERSHIP
AND PROGRAM AND SEGMENT
DESIGN MANAGEMENT MANAGEMENT TOTAL
----------- ---------- ---------- -------
<S> <C> <C> <C> <C>
THREE MONTHS ENDED MARCH 31, 1998
Revenues
Net revenue from external customers.......... $19,157 $3,349 $ 127 $22,633
Inter-segment revenue........................ 36 363 -- 399
------- ------ ------- -------
Total revenue........................... $19,193 $3,712 $ 127 $23,032
======= ====== ======= =======
Net income (loss)................................. $ 2,402 $ 639 $ (414) $ 2,627
======= ====== ======= =======
Total assets...................................... $26,399 $ -- $ 8,267 $34,666
======= ====== ======= =======
THREE MONTHS ENDED MARCH 31, 1999
Revenues
Net revenue from external customers.......... $13,748 $3,697 $ 228 $17,673
Inter-segment revenue........................ 86 -- -- 86
------- ------ ------- -------
Total revenue........................... $13,834 $3,697 $ 228 $17,759
======= ====== ======= =======
Net income (loss)................................. $ 2,266 $ 593 $(1,057) $ 1,802
======= ====== ======= =======
Total assets...................................... $28,551 $ -- $25,350 $53,901
======= ====== ======= =======
</TABLE>
A reconciliation of net income reported for the operating segments to the
amount in the condensed consolidated financial statements is as follows:
<TABLE>
<CAPTION>
UNALLOCATED
SEGMENT CORPORATE CONSOLIDATED
TOTAL EXPENDITURES ELIMINATIONS TOTAL
------- ------------ ------------ ------------
<S> <C> <C> <C> <C>
1998
Net income (loss)............................ $2,627 $(1,859) $(37) $ 731
====== ======= ==== =======
1999
Net income (loss)............................ $1,802 $(3,651) $(43) $(1,892)
====== ======= ==== =======
</TABLE>
7
<PAGE> 9
LCC INTERNATIONAL, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1999
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 3, 7, 27, 28, 30, 31, 33, 34 and 36 of the Management's
Discussion and Analysis of Financial Condition and Results of Operations. A more
complete discussion of business risks in included in the Company's Annual Report
on Form 10-K for the year ended December 31, 1998.
OVERVIEW
The Company is one of the world's largest independent providers of RF
engineering and program management services to the wireless telecommunications
industry. The Company has provided these services, to operators of more than 200
wireless systems in more than 50 countries. In 1996 the Company entered the
tower ownership and management business which consists of acquiring, developing
and managing telecommunications towers.
The Company's revenues are generated through contracts for RF engineering
and program management services, and lease revenue from its tower ownership and
management business. 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 on
customer sites.
In March 1999, the Company's Board of Directors adopted a plan to dispose
of the operations comprising its software and hardware segments (the "Products
Businesses"). Software products develops software and data which support the
design and operation of wireless communications systems. Hardware products are
used in the implementation, testing and maintenance of wireless communications
systems. The Company has engaged an investment banking firm to assist in the
marketing and sale of these segments. The sales of the product segments are
expected to be completed during 1999. The Company currently anticipates that any
gain on sale of the segments would be sufficient to offset operating losses to
the date of sale, though there can be no assurance that this will be the case.
Service revenues consist of revenues from engineering design services and
program management services. Tower ownership and management revenues consist of
lease revenue from the leasing of space on telecommunications towers to wireless
communication carriers. The leases generally have initial terms of 5 to 11 years
and generally include multiple options to renew upon similar terms at the option
of the leasee. In general, the lease terms include periodic adjustments to base
rent. The Company derives a significant portion of its total revenues from its
international customers. To date, its tower ownership and management revenues
have come exclusively from the leasing of telecommunications towers in the
United States.
Cost of revenues consists of costs associated with engineering design and
program management services and direct costs related to the tower ownership and
management business. Sales and marketing expenses consist of salaries, sales
commissions, bonuses, travel and other expenses required to implement the
compensation, finance, information systems, professional services and office and
occupancy costs required to manage the Company's business. Non-cash compensation
consists of awards under a program for key employees 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
8
<PAGE> 10
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.
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, program management and tower ownership and management services.
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
ENDED
MARCH 31,
-------------------
1998 1999
-------- --------
<S> <C> <C>
Revenues:
Service................................................ 99.4% 98.7%
Tower ownership and management......................... 0.6 1.3
----- -----
Total revenues.................................... 100.0 100.0
Cost of revenues............................................ 69.3 67.5
----- -----
Gross profit................................................ 30.7 32.5
----- -----
Operating expenses:
Sales and marketing.................................... 3.5 8.8
General and administrative............................. 17.3 21.0
Non-cash compensation.................................. 0.5 0.6
Depreciation and amortization.......................... 1.9 4.0
----- -----
Total operating expenses.......................... 23.2 34.4
----- -----
Operating income (loss)..................................... 7.5 (1.9)
----- -----
Other income (expense):
Interest income........................................ 1.1 1.2
Interest expense....................................... (2.5) (3.9)
Other.................................................. (0.8) (7.9)
----- -----
Total other income (expense)...................... (2.2) (10.6)
----- -----
Income (loss) from continuing operations before income
taxes..................................................... 5.3 (12.5)
----- -----
Provision (benefit) for income taxes........................ 2.1 (1.8)
----- -----
Income (loss) from continuing operations.................... 3.2% (10.7)%
===== =====
</TABLE>
9
<PAGE> 11
THREE MONTHS ENDED MARCH 31, 1998
COMPARED TO
THREE MONTHS ENDED MARCH 31, 1999
Revenues. Revenues for the three months ended March 31, 1999 were $17.7
million compared to $22.6 million for the prior year, a decrease of $4.9 million
or 21.9%. The decrease is primarily the result of a $5.0 million decrease in
engineering design services revenue. The decrease is due to a decline in
billable hours between years as a result of increased competition, a slowdown in
network deployment in the United States and a lack of effective sales and
marketing efforts.
Cost of Revenues. Cost of revenues for the three months ended March 31,
1999 was $11.9 million compared to $15.7 million for the prior year, a decrease
of $3.8 million or 24.0%. As a percentage of total revenues, cost of revenues
was 67.5% and 69.3% for 1999 and 1998, respectively. The dollar decrease is due
primarily to the change in engineering design services revenue year over year.
Gross Profit. Gross profit for the three months ended March 31, 1999 was
$5.7 million compared to $6.9 million for the prior year, a decrease of $1.2
million or 17.3%. As a percentage of total revenues, gross profit was 32.5% and
30.7% for 1999 and 1998, respectively. The dollar decrease in gross profit is
due to the decrease in engineering design services revenues.
Sales and Marketing. Sales and marketing expenses were $1.6 million for
the three months ended March 31, 1999 compared to $0.8 million for the prior
year, an increase of $0.8 million. The increase is due primarily to business
development efforts related to the Company's Europe/Middle East/Africa regional
office and increased business development efforts related to North America.
General and Administrative. General and administrative expenses were $3.7
million for the three months ended March 31, 1999 compared to $3.9 million for
the prior year, a decrease of $0.2 million or 5.3%. The decrease is due
primarily to cost saving measures implemented during the fourth quarter of 1998.
In October 1998, the Company's Board of Directors approved a Company-wide
restructuring plan that included the closure of the Company's office in
Dusseldorf, Germany, a reduction of approximately 70 non-billable full and
part-time employees and the termination of approximately 30 contractors.
Depreciation and Amortization. Depreciation and amortization expense was
$0.7 million for the three months ended March 31, 1999 compared to $0.4 million
for the prior year, an increase of $0.3 million or 68.0%. The increase is a
result of increased depreciation related to the Company's tower ownership and
management business.
Interest Expense. Interest expense was $0.7 million for the three months
ended March 31, 1999 compared to $0.6 million for the prior year, an increase of
$0.1 million or 22.3%. The increase is due to interest expense on the
approximately $4.2 million of borrowings under the Company's credit facility
with Chase during the quarter as well as interest expense associated with the
$5.0 million convertible promissory note with Telcom Ventures (see discussion
below).
Other (Expense). Other expense was $1.4 million for the three months ended
March 31, 1999 compared to $0.2 million for the prior year, an increase of $1.2
million. The increase is due primarily to foreign currency transaction losses of
approximately $1.4 million related to the Company's 1998 Latin American
operations. The majority of the losses were from the Company's Brazilian
operations as a result of the devaluation of the Real in 1999.
(Benefit) provision for Income Taxes. The benefit for income taxes was
$0.3 million for the three months ended March 31, 1999 compared to a provision
of $0.5 million for the prior year. The benefit for income taxes was recorded in
1999 using an effective income tax rate of approximately 15.0%. The provision
for income taxes was recorded in 1998 based on an effective income tax rate of
approximately 40.0%. The change in effective income tax rates is due primarily
to the impact of the Company's foreign operations, which are taxed at various
rates.
Income (Loss) from Continuing Operations. The loss from continuing
operations was $1.9 million for the three months ended March 31, 1999 compared
to income of $0.7 million for the prior year. Adjusting for
10
<PAGE> 12
non-cash compensation in 1998 and 1999 and foreign currency transaction losses
in 1999, the loss from continuing operations would have been $0.6 million
compared to income of $0.8 million for the prior year.
LIQUIDITY AND CAPITAL RESOURCES
Cash and cash equivalents, were $4.6 million at March 31, 1999 compared to
$4.2 million at December 31, 1998 an increase of $0.4 million or 9.6%. Net cash
provided by operations was $1.0 million for the three months ended March 31,
1999. Net cash used in investing activities was $7.8 million, consisting
primarily of cash paid for additions to property and equipment. Approximately
$7.6 million of this balance was used for the construction of telecommunications
towers. Net cash provided by financing activities was $9.3 million, representing
cash received as a result of borrowings during the period and cash received for
shares purchased under the Company's Employee Stock Purchase Plan. Net cash used
in discontinued operations was $2.0 million. Short-term investments were $0.1
million at March 31, 1999 and December 31, 1998.
Net cash used in operations was $0.1 million for the three months ended
March 31, 1998. Net cash provided by investing activities was $2.7 million,
consisting primarily of a decrease in short term investments ($8.5 million)
offset by cash paid for additions to property and equipment ($5.8 million). Net
cash provided by financing activities was $2.8 million, representing cash
received from the exercise of options. Net cash provided by discontinued
operations was $0.9 million.
Working capital was $6.9 million at March 31, 1999 versus $14.5 million at
December 31, 1998, a decrease of $7.6 million. The decrease in working capital
was primarily due to an increase in accounts payable and accrued expenses as
well as $4.2 million of borrowings under the Credit Facility during the quarter
(see below).
In February 1998, the Company adopted a stock repurchase program pursuant
to which the Company was authorized to purchase, through open market
transactions, privately negotiated transactions, or in such other manner as
would 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. This program expired in February 1999. No shares were purchased by the
Company under the program.
In March 1999, the Company amended and restated its credit facility with
the Chase Manhattan Bank, as Administrative Agent ("Chase") (together with the
LCC Europe Credit Facility, the "Credit Facility") which was established in
1996. The Credit Facility, as presently in effect, consists of a revolving loan
and letter of credit facility in an aggregate amount not to exceed $20.0 million
for the Company and $2.5 million for LCC Europe (the "LCC Europe Credit
Facility"). The maximum amount available for drawing under the Credit Facility
is the sum of (1) the lesser of $10.0 million or 85% of the amount of the
Company's receivables which are deemed "eligible" as a basis for obtaining
credit and (2) an aggregate amount, not to exceed $12.5 million, which is
secured by a collateralized guaranty of Dr. Rajandra Singh, Chairman and Interim
Chief Executive Officer of the Company, to the extent that Dr. Singh has
deposited the required collateral with Chase. Dr. Singh is not contractually
committed to provide any collateral to Chase. The revolving loan commitment will
expire in March 2000. The Company does not currently use interest rate
derivative instruments to manage its exposure to interest rate changes.
Telcom Ventures has assured the Company that it intends to provide the
Company with funding to cover any cash shortfalls the Company may have during
1999 in an amount not to exceed $12.5 million less the sum of: (1) amounts drawn
under the Credit Facility in excess of $10 million, plus (2) amounts received
through additional financings or the sale of the Products Businesses. These
assurances are subject to the satisfaction of certain conditions, including the
parties reaching agreement on applicable financing documents, and will apply
only as long as Telcom Ventures directly or indirectly owns at least 40% of the
Company's outstanding common stock, other than any stock issued to MCI upon
conversion of the MCI notes.
The Company borrowed a total of $4.2 million under the Credit Facility
during the three months ended March 31, 1999. Borrowings were made to fund
construction of telecommunications towers and operations of the Company. In
addition, approximately $2.3 million was outstanding under the LCC Europe Credit
facility at March 31, 1999, and is included in net assets of discontinued
operations in the accompanying consolidated
11
<PAGE> 13
balance sheet. Outstanding letters of credit were approximately $0.7 million at
March 31, 1999. Effective March 31, 1999, the Credit Facility was amended to
revise one of the financial ratios thereunder.
In January 1999, the Company entered into a $5.0 million convertible
promissory note with Telcom Ventures. Under the terms of the note, the entire
principal balance and accrued interest at a rate of 9.0% is due on April 30,
2000, or upon the occurrence of certain events such as the sale of all or
substantially all of the assets of the Company. At anytime from August 1, 1999
either Telcom Ventures or the Company may convert the then outstanding principal
and accrued, but unpaid interest into shares of the Company's Class A Common
Stock based on a conversion price of $6.22 per share, subject to adjustment for
stock split, stock dividend, recapitalization or similar events.
The Company believes that the foregoing funding sources will be sufficient
to cover its funding requirements for 1999. However, in the event that the
Company's actual requirements exceed its estimated requirements, the full $22.5
million is not available under the Credit Facility or the conditions to
obtaining financing from Telcom Ventures are not satisfied and the Company is
unable to find other sources of funding to cover any shortfalls resulting from
the occurrence of any one or more of these events, the Company may need to scale
back the scope of its overall operations.
During the three month period ended March 31, 1999, the Company recognized
total foreign currency transaction losses of approximately $1.4 million related
to its Latin American operations. The majority of the losses were from the
Company's 1998 Brazilian operations as a result of the devaluation of the Real
in 1999. The Company has put in place a currency hedge as well as initiated
other steps to help mitigate any future exposure from further exchange rate
fluctuations in the Real.
IMPACT OF THE YEAR 2000 ISSUE
The year 2000 issue results from a programming convention in which computer
programs use two digits rather than four to define the applicable year (the
"Year 2000 Issue"). Software, hardware or firmware may recognize a date using
"00" as the year 1900, rather than the year 2000. Such an inability of computer
programs to recognize a year that begins with "20" could result in system
failures, miscalculations or errors causing disruptions of operations or other
business problems, including, among others, a temporary inability to process
transactions, send invoices or engage in similar normal business activities.
The Company has undertaken a program to address the Year 2000 Issue with
respect to the following (i) the Company's information technology and operating
systems; (ii) the Company's non-information technology systems (such as
buildings, plant, equipment and other infrastructure systems that may contain
embedded microcontroller technology; (iii) certain systems of the Company's
major vendors and material service providers (insofar as they relate to the
Company's business activities with such parties); and (iv) the Company's
material clients (insofar as the Year 2000 Issue relates to the Company's
ability to provide services to such clients). The Company believes that it has
substantially completed its Year 2000 modifications on mission critical
applications.
Internal Systems. The Company has invested in the implementation and
maintenance of accounting and reporting systems and equipment that are intended
to enable the Company to provide adequately for its information and reporting
needs and which are also Year 2000 compliant. Substantially all of the Company's
internal systems have already been certified as Year 2000 compliant through
testing or other mechanisms and the Company has not delayed any systems projects
due to the Year 2000 Issue. Management believes that the future costs associated
with Year 2000 Issues for its internal systems will be insignificant and
therefore not impact the Company's business, financial condition and results of
operations.
Company Products. The Company's technical personnel have completed their
assessment of the impact of the Year 2000 Issue on the Company's products and
determined that all active products determined to be non-compliant will be
modified to be Year 2000 compliant or placed on the Company's list of
discontinued products. 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.
12
<PAGE> 14
Third Party Systems. 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. The Company has received responses regarding Year
2000 compliance from some of such third parties. The third parties that
responded have indicated that their hardware and/or software is or is expected
to be Year 2000 compliant.
Contingency Plans. The Company is in the process of considering possible
general contingency plans for Year 2000 failures. The Company intends to
complete its determination of worst case scenarios after it has received and
analyzed responses to substantially all of its inquires it has made of third
parties. As the Company progresses in this process, the Company will develop
remedial and contingency plans to address such risks. The Company expects to
complete its contingency plans by June 30, 1999.
Costs. The Company utilized both internal and external resources to
reprogram, or replace, and test software for the Year 2000 modifications. The
Company has not separately tracked the costs incurred in connection with the
Year 2000 effort, however, total cost associated with the required modifications
and conversions is not material to the Company's consolidated results of
operations and financial position. The total costs of the program is being
funded through operating cash flows.
Risks. Although the Company's Year 2000 efforts are intended to minimize
the adverse effects of the Year 2000 Issue on the Company's business and
operations, the actual effects of the issue and the success or failure of the
Company's efforts described above cannot be known until the year 2000. Failure
by the Company and its major vendors, other material service providers and
material clients to address adequately their respective Year 2000 issues in a
timely manner could have a material adverse effect on the Company's business,
results of operations and financial condition.
13
<PAGE> 15
PART II. OTHER INFORMATION
ITEM 1: LEGAL PROCEEDINGS
Albert Grimes et al. V LCC International, Inc. et al., Civil Action No.
16957-NC, in the Court of Chancery of the State of Delaware, Castle County. On
February 12, 1999, the Class B Shareholders of Microcell Management, Inc. filed
a Verified Complaint against LCC International, Inc., Microcell Management, Inc.
and the individual defendants, Richard Hozik, Donald Rose, Peter Deliso and
Stuart Lawson (as members of Microcell's Board of Directors), seeking rescission
of the Shareholder's Agreement, the appointment of a custodian or receiver,
unspecified monetary damages, attorney fees and interest. On February 16, 1999,
the plaintiffs filed a motion to expedite and a motion for appointment of a
receiver or custodian. The Complaint and related motions allege that the
defendants (i) breached their fiduciary duty to ensure Microcell's financial
health, to refrain from usurping corporate opportunities from Microcell, and to
not waste Microcell's corporate assets; (ii) tortiously interfered with
Microcell's prospective business relations, and (iii) violated the Shareholders'
Agreement between LCC and Microcell's minority shareholders. On May 6, 1999, the
Chancery Court ruled that the plaintiffs had served a demand letter on the Board
of Directors and therefore, all of the plaintiff's derivative claims were stayed
pending the Board's review and consideration of the derivative claims. The Board
of Directors has retained advisory counsel, and is awaiting the receipt of
counsel's findings. On May 12, 1999, the Chancery Court dismissed plaintiff's
motion for the appointment of a custodian or receiver. LCC believes that the
case is without merit and intends to contest this action vigorously.
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
Not Applicable
ITEM 5: OTHER INFORMATION
Not Applicable
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 1999
(b) Reports on Form 8-K
None
14
<PAGE> 16
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: May 17, 1999
------------------------------------------------- Signed: /s/ RICHARD HOZIK
--------------------------------------------
Richard Hozik
Senior Vice President, Treasurer
and Chief Financial Officer
</TABLE>
15
<PAGE> 1
EXHIBIT 11
COMPUTATIONS OF EARNINGS PER COMMON SHARE
<TABLE>
<CAPTION>
1998 1999
--------------------------- ----------------------------
NET PER SHARE NET PER SHARE
INCOME SHARES AMOUNT (LOSS) SHARES AMOUNT
------ ------ --------- ------- ------ ---------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C>
Basic EPS
Net Income (loss) Available to Common Shareholders:
Continuing Operations.............................. $ 731 $(1,892)
Discontinued Operations............................ (432) --
------ -------
Total.............................................. $ 299 15,283 $(1,892) 15,640
====== =======
Continuing Operations.............................. $0.05 $(0.12)
Discontinued Operations............................ (0.03) --
----- ------
Total.............................................. $0.02 $(0.12)
===== ======
Effective of Dilutive Securities
Convertible Subordinated Debt........................... -- --
Stock Option Plans...................................... 747 --
------ ------
Dilutive EPS
Net Income (loss) Available to Common Stockholders and
assumed conversions:
Continuing Operations................................... $ 731 $0.05 $(1,892) $(0.12)
Discontinued Operations................................. (432) (0.03) -- --
------ ----- ------- ------
Total................................................... $ 299 16,030 $0.02 $(1,892) 15,640 $(0.12)
====== ====== ===== ======= ====== ======
</TABLE>
NOTE: The Company's convertible subordinated debt, which is exchangeable into
2.8 million shares of the Company's Class A Common Stock, was outstanding during
the three months ended March 31, 1998 and 1999, respectively, but was not
included in the computation of diluted earnings per share because the effect of
which would have been anti-dilutive. Options to purchase 2.3 million shares of
Class A common stock were outstanding during the three months ended March 31,
1999, but were not included in the computation of diluted earnings per share
because the effect of which would have been anti-dilutive.
16
<TABLE> <S> <C>
<ARTICLE> 5
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<CASH> 21,273
<SECURITIES> 0
<RECEIVABLES> 11,341
<ALLOWANCES> 15,439
<INVENTORY> 0
<CURRENT-ASSETS> 80,187
<PP&E> 13,094
<DEPRECIATION> 17,746
<TOTAL-ASSETS> 95,638
<CURRENT-LIABILITIES> 21,809
<BONDS> 0
0
0
<COMMON> 156
<OTHER-SE> 23,365
<TOTAL-LIABILITY-AND-EQUITY> 95,638
<SALES> 0
<TOTAL-REVENUES> 22,633
<CGS> 0
<TOTAL-COSTS> 15,688
<OTHER-EXPENSES> 5,238
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 573
<INCOME-PRETAX> 1,211
<INCOME-TAX> 480
<INCOME-CONTINUING> 731
<DISCONTINUED> (432)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 299
<EPS-PRIMARY> 0.02
<EPS-DILUTED> 0.02
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-31-1999
<CASH> 4,645
<SECURITIES> 0
<RECEIVABLES> 13,062
<ALLOWANCES> 10,284
<INVENTORY> 0
<CURRENT-ASSETS> 47,021
<PP&E> 29,908
<DEPRECIATION> 20,602
<TOTAL-ASSETS> 93,653
<CURRENT-LIABILITIES> 40,114
<BONDS> 0
0
0
<COMMON> 157
<OTHER-SE> (1,641)
<TOTAL-LIABILITY-AND-EQUITY> 93,653
<SALES> 0
<TOTAL-REVENUES> 17,673
<CGS> 0
<TOTAL-COSTS> 11,930
<OTHER-EXPENSES> 6,081
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 701
<INCOME-PRETAX> (2,218)
<INCOME-TAX> (326)
<INCOME-CONTINUING> (1,892)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,892)
<EPS-PRIMARY> (0.12)
<EPS-DILUTED> (0.12)
</TABLE>
