United States Securities and Exchange Commission
Form 10-Q
(Mark One)
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[X]
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Quarterly report pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2002 |
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| or | ||
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[ ]
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Transition Report Pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934 For the transition period from to . |
LCC International, Inc.
| Delaware | 54-1807038 | |
| (State of Incorporation) | (IRS Employer Identification Number) | |
| 7925 Jones Branch Drive, McLean, VA | 22102 | |
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(Address of principal executive offices)
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(Zip Code) | |
Registrants 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 CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable date.
As of October 31, 2002, the registrant had outstanding 14,622,767 shares of Class A Common Stock, par value $0.01 per share (the Class A Common Stock) and 6,318,874 shares of Class B Common Stock, par value $0.01 per share (the Class B Common Stock).
LCC International, Inc. and Subsidiaries
Quarterly Report on Form 10-Q
INDEX
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PART I:
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FINANCIAL INFORMATION
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ITEM 1:
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FINANCIAL STATEMENTS
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Condensed consolidated statements of operations
for the three and nine months ended September 30, 2001 and
2002, (unaudited)
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3 | |||||
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Condensed consolidated balance sheets as of
December 31, 2001 (audited) and September 30,
2002 (unaudited)
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4 | |||||
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Condensed consolidated statements of cash flows
for the nine months ended September 30, 2001 and 2002
(unaudited)
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5 | |||||
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Notes to condensed consolidated financial
statements
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6 | |||||
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ITEM 2:
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MANAGEMENTS DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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12 | ||||
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ITEM 3:
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QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT
MARKET RISK
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22 | ||||
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ITEM 4:
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CONTROLS AND PROCEDURES
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23 | ||||
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PART II:
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OTHER INFORMATION
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ITEM 1:
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Legal Proceedings
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24 | ||||
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ITEM 2:
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Changes in Securities
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24 | ||||
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ITEM 3:
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Defaults Upon Senior Securities
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24 | ||||
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ITEM 4:
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Submission of Matters to a Vote of Security
Holders
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24 | ||||
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ITEM 5:
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Other Information
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24 | ||||
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ITEM 6:
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Exhibits and Reports on Form 8K
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24 | ||||
2
PART I. FINANCIAL INFORMATION
LCC International, Inc. and Subsidiaries
| Three Months Ended | Nine Months Ended | ||||||||||||||||
| September 30, | September 30, | ||||||||||||||||
| 2001 | 2002 | 2001 | 2002 | ||||||||||||||
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REVENUES
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$ | 34,347 | $ | 17,425 | $ | 106,534 | $ | 47,042 | |||||||||
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COST OF REVENUES
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26,099 | 15,189 | 83,500 | 42,183 | |||||||||||||
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GROSS PROFIT
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8,248 | 2,236 | 23,034 | 4,859 | |||||||||||||
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OPERATING (INCOME) EXPENSE:
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Sales and marketing
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1,758 | 2,186 | 5,376 | 6,432 | |||||||||||||
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General and administrative
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5,170 | 7,941 | 11,806 | 15,130 | |||||||||||||
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Restructuring charge
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| | | 10,030 | |||||||||||||
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Gain on sale of tower portfolio and
administration, net
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| | (2,323 | ) | (2,000 | ) | |||||||||||
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Depreciation and amortization
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752 | 610 | 2,217 | 2,057 | |||||||||||||
| 7,680 | 10,737 | 17,076 | 31,649 | ||||||||||||||
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OPERATING INCOME (LOSS)
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568 | (8,501 | ) | 5,958 | (26,790 | ) | |||||||||||
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OTHER INCOME (EXPENSE):
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Interest income
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418 | 147 | 1,504 | 657 | |||||||||||||
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Other
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22,372 | 238 | 22,184 | (4,961 | ) | ||||||||||||
| 22,790 | 385 | 23,688 | (4,304 | ) | |||||||||||||
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INCOME (LOSS) FROM OPERATIONS BEFORE INCOME
TAXES
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23,358 | (8,116 | ) | 29,646 | (31,094 | ) | |||||||||||
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PROVISION (BENEFIT) FOR INCOME TAXES
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9,343 | (1,100 | ) | 11,858 | (7,773 | ) | |||||||||||
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NET INCOME (LOSS)
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$ | 14,015 | $ | (7,016 | ) | $ | 17,788 | $ | (23,321 | ) | |||||||
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NET INCOME (LOSS) PER SHARE:
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Basic
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$ | 0.68 | $ | (0.34 | ) | $ | 0.87 | $ | (1.12 | ) | |||||||
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Diluted
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$ | 0.68 | $ | (0.34 | ) | $ | 0.85 | $ | (1.12 | ) | |||||||
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WEIGHTED AVERAGE SHARES USED IN
CALCULATION OF NET INCOME (LOSS) PER SHARE: |
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Basic
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20,552 | 20,900 | 20,491 | 20,889 | |||||||||||||
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Diluted
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20,654 | 20,900 | 20,873 | 20,889 | |||||||||||||
See accompanying notes to condensed consolidated financial statements.
3
LCC International, Inc. and Subsidiaries
| December 31, | September 30, | |||||||||
| 2001 | 2002 | |||||||||
| (Audited) | (Unaudited) | |||||||||
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ASSETS:
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Current assets:
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Cash and cash equivalents
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$ | 52,658 | $ | 38,641 | ||||||
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Short-term investments
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484 | 511 | ||||||||
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Receivables, net of allowance for doubtful
accounts of $2,048 and $2,782 at December 31, 2001 and
September 30, 2002, respectively:
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Accounts receivable
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27,367 | 10,059 | ||||||||
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Unbilled receivables
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10,240 | 10,873 | ||||||||
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Deferred income taxes, net
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2,724 | 9,707 | ||||||||
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Prepaid expenses and other current assets
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1,607 | 1,170 | ||||||||
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Income tax receivable and prepaid taxes
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2,632 | 6,026 | ||||||||
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Total current assets
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97,712 | 76,987 | ||||||||
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Property and equipment, net
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5,730 | 3,783 | ||||||||
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Investments
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5,162 | | ||||||||
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Deferred income taxes, net
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2,038 | 786 | ||||||||
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Goodwill and other intangibles
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637 | 11,211 | ||||||||
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Other assets
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952 | 1,006 | ||||||||
| $ | 112,231 | $ | 93,773 | |||||||
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LIABILITIES AND SHAREHOLDERS
EQUITY:
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Current liabilities:
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Accounts payable
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$ | 3,840 | $ | 3,352 | ||||||
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Accrued expenses
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5,791 | 7,745 | ||||||||
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Accrued employee compensation and benefits
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10,323 | 5,881 | ||||||||
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Deferred revenue
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640 | 166 | ||||||||
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Income taxes payable
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2,788 | 2,663 | ||||||||
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Other current liabilities
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2,196 | 3,119 | ||||||||
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Total current liabilities
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25,578 | 22,926 | ||||||||
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Other liabilities
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849 | 5,062 | ||||||||
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Total liabilities
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26,427 | 27,988 | ||||||||
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Preferred stock:
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10,000 shares authorized; 0 shares issued and
outstanding
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Class A common stock, $0.01 par value:
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70,000 shares authorized; 12,271 and 14,619
shares issued and outstanding at December 31, 2001 and
September 30, 2002, respectively
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123 | 146 | ||||||||
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Class B common stock, $0.01 par value:
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20,000 shares authorized; 8,407 and 6,319 shares
issued and outstanding at December 31, 2001 and
September 30, 2002, respectively
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84 | 63 | ||||||||
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Paid-in capital
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92,428 | 94,089 | ||||||||
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Accumulated deficit
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(1,409 | ) | (24,730 | ) | ||||||
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Notes receivable from shareholders
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(2,325 | ) | (1,625 | ) | ||||||
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Subtotal
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88,901 | 67,943 | ||||||||
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Accumulated other comprehensive loss
foreign currency translation adjustments
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(3,097 | ) | (2,158 | ) | ||||||
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Total shareholders equity
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85,804 | 65,785 | ||||||||
| $ | 112,231 | $ | 93,773 | |||||||
See accompanying notes to condensed consolidated financial statements.
4
LCC International, Inc. and Subsidiaries
| Nine Months Ended | ||||||||||||
| September 30, | ||||||||||||
| 2001 | 2002 | |||||||||||
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Cash flows from operating activities:
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Net income (loss)
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$ | 17,788 | $ | (23,321 | ) | |||||||
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Adjustments to reconcile net income
(loss) to net cash provided by (used in) operating
activities:
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Depreciation and amortization
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2,217 | 2,057 | ||||||||||
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Provision for doubtful accounts
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1,964 | 3,780 | ||||||||||
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Realized gain on sale of investments and assets
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(22,395 | ) | | |||||||||
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Impairment of assets
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| 5,140 | ||||||||||
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Restructuring charge
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| 10,030 | ||||||||||
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Gain on sale of tower portfolio
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(2,323 | ) | (2,000 | ) | ||||||||
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Changes in operating assets and liabilities:
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Trade, unbilled, and other receivables
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2,756 | 16,084 | ||||||||||
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Accounts payable and accrued expenses
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(5,862 | ) | (6,251 | ) | ||||||||
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Other current assets and liabilities
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9,308 | (9,314 | ) | |||||||||
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Other non-current assets and liabilities
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(1,909 | ) | (1,004 | ) | ||||||||
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Net cash provided by (used in) operating
activities
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1,544 | (4,799 | ) | |||||||||
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Cash flows from investing activities:
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Purchases of short term investments, net
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(27,242 | ) | (27 | ) | ||||||||
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Purchases of property and equipment
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(2,523 | ) | (1,040 | ) | ||||||||
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Proceeds from sale of property and equipment
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29 | 31 | ||||||||||
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Investments
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(1,755 | ) | | |||||||||
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Proceeds from sale of investments and assets
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22,624 | | ||||||||||
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Business acquisitions
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| (9,021 | ) | |||||||||
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Net cash used in investing activities
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(8,867 | ) | (10,057 | ) | ||||||||
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Cash flows from financing activities:
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Proceeds from issuance of common stock, net
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420 | 109 | ||||||||||
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Proceeds from exercise of options
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371 | 30 | ||||||||||
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Repayment of loan from shareholder
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| 700 | ||||||||||
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Net cash provided by financing activities
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791 | 839 | ||||||||||
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Net decrease in cash and cash equivalents
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(6,532 | ) | (14,017 | ) | ||||||||
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Cash and cash equivalents at beginning of period
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22,271 | 52,658 | ||||||||||
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Cash and cash equivalents at end of period
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$ | 15,739 | $ | 38,641 | ||||||||
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Supplemental disclosures of cash flow information:
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Cash paid during the quarter for:
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Income taxes
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$ | 3,943 | $ | 1,545 | ||||||||
See accompanying notes to condensed consolidated financial statements.
5
LCC International, Inc. and Subsidiaries
Note 1: Description of Operations
The Company provides integrated end-to-end solutions for wireless voice and data communication networks with service offerings that include high level technical consulting, system design and deployment and ongoing operations and maintenance services. Telcom Ventures owns the Class B Common Stock shares outstanding, which have ten-to-one voting rights over the Class A Common Stock shares and therefore represent approximately 81% of the voting control.
The Company operates in a highly competitive environment subject to rapid technological change and emergence of new technologies. Historically, the key drivers of growth in the Companys wireless services business have been (1) the issuance of new or additional licenses to wireless operators; (2) the introduction of new services or technologies; (3) increases in the number of subscribers served by wireless operators; and (4) the increasing complexity of wireless systems in operation. Although the Company believes that its services are transferable to emerging technologies, rapid changes in technology could have an adverse financial impact on the Company.
Note 2: Basis of Presentation
The condensed consolidated financial statements of the Company 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 consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America 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 Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2001. 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 to the current year presentation.
Note 3: Recent Accounting Pronouncements
On January 1, 2002, the Company adopted FASB SFAS No. 142, Goodwill and Other Intangible Assets. SFAS No. 142 requires that goodwill and intangible assets with indefinite useful lives no longer be amortized, but instead be tested for impairment at least annually in accordance with the provisions of SFAS No. 142. SFAS No. 142 also requires that intangible assets with estimable useful lives be amortized over their estimated useful lives to their residual values, and be reviewed for impairment in accordance with SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets. The adoption of SFAS No. 142 did not have a significant impact on the Companys financial condition and results of operations.
On January 1, 2002, the Company adopted FASB SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets which supersedes FASB SFAS No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of, and APB Opinion No. 30, Reporting the Results of Operations Reporting Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual, and Infrequently Occurring Events and Transactions. The statement addresses the accounting and reporting of a disposal of a segment and resolves significant implementation issues related to SFAS No. 121. The adoption of SFAS No. 144 did not have a significant impact on the Companys financial condition and results of operations.
6
In July 2002, FASB SFAS No. 146, Accounting for Costs Associated with Exit or Disposal Activities, was issued. The statement provides specific guidance for the recognition, measurement and reporting of costs associated with exiting an activity or disposing of a long-lived asset, including restructuring charges that the Company currently accounts for under EITF Issue No. 94-3, Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring). The Company plans to adopt SFAS No. 146 in January 2003 and is evaluating the impact of the new standard.
Note 4: Other Comprehensive Income (Loss)
Comprehensive income (loss) is defined as net income (loss) 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 (loss) refers to revenues, expenses, gains and losses that under accounting principles generally accepted in the United States of America are included in comprehensive income (loss), but excluded from net income (loss). Other comprehensive income (loss) consists solely of foreign currency translation adjustments at September 30, 2001 and 2002. Comprehensive income (loss) for the three and nine months ended September 30, 2001 and 2002 is as follows (in thousands).