UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JULY 2, 2004
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934
Commission file number 0-27231
WIRELESS FACILITIES, INC.
(Exact name of Registrant as specified in its charter)
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Delaware |
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13-3818604 |
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(State or other
jurisdiction of |
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(I.R.S. Employer |
4810
Eastgate Mall
San Diego, CA 92121
(858) 228-2000
(Address, including zip code, and telephone number, including
area code, of Registrant’s principal executive offices)
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 ý No o
Indicate by check mark whether the Registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2) Yes ý No o
As of September 14, 2004 there were 69,030,019 shares of the registrant’s common stock outstanding.
WIRELESS FACILITIES, INC.
FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED JULY 2, 2004
INDEX
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Consolidated Balance Sheets at December 31, 2003 (restated) and June 30, 2004 (unaudited) |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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2
WIRELESS FACILITIES, INC.
CONSOLIDATED BALANCE SHEETS
(in millions, except par value and number of shares)
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December 31, 2003 |
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June 30, 2004 |
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(Restated) |
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(Unaudited) |
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Assets |
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Current assets: |
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Cash and cash equivalents |
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$ |
86.6 |
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$ |
44.9 |
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Restricted cash |
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— |
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1.0 |
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Short-term investments |
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27.6 |
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2.0 |
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Accounts receivable, net |
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94.4 |
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138.9 |
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Accounts receivable - related party |
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0.2 |
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— |
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Prepaid expenses |
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1.9 |
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2.9 |
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Employee loans and advances, net |
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0.1 |
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0.4 |
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Other current assets |
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4.3 |
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2.0 |
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Current assets of discontinued operations |
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1.0 |
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0.2 |
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Total current assets |
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216.1 |
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192.3 |
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Property and equipment, net |
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11.2 |
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11.8 |
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Goodwill |
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31.0 |
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75.3 |
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Other intangibles, net |
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1.9 |
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5.6 |
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Deferred tax assets, net |
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14.1 |
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14.3 |
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Investments in unconsolidated affiliates |
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4.0 |
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2.0 |
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Other assets |
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0.4 |
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0.8 |
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Non-current assets of discontinued operations |
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0.1 |
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— |
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Total assets |
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$ |
278.8 |
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$ |
302.1 |
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Liabilities and Stockholders’ Equity |
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Current liabilities: |
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Accounts payable |
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$ |
13.5 |
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$ |
23.5 |
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Accrued expenses |
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42.0 |
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42.0 |
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Billings in excess of costs on completed contracts |
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6.9 |
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6.5 |
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Accrual for contingent acquisition consideration |
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3.8 |
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— |
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Accrual for unused office space |
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1.5 |
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1.0 |
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Income taxes payable, net |
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1.3 |
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3.3 |
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Capital lease obligations |
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0.5 |
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0.3 |
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Current liabilities of discontinued operations |
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0.2 |
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1.9 |
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Total current liabilities |
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69.7 |
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78.5 |
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Capital lease obligations, net of current portion |
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0.2 |
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0.1 |
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Accrual for unused office space, net of current portion |
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2.0 |
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2.1 |
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Other liabilities |
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1.3 |
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1.4 |
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Total liabilities |
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73.2 |
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82.1 |
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Minority interest in subsidiary |
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0.3 |
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0.3 |
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Commitments and contingencies (Note 1) |
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Stockholders’ equity: |
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Preferred stock, 5,000,000 shares authorized |
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Series B Convertible Preferred Stock, $.001 par value, 90,000 shares outstanding at December 31, 2003 and June 30, 2004, respectively (liquidation preference $45.0) |
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— |
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— |
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Common Stock, $.001 par value, 195,000,000 shares authorized; 62,550,245 and 68,720,377 shares issued and outstanding at December 31, 2003 and June 30, 2004, respectively |
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0.1 |
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— |
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Additional paid-in capital |
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309.6 |
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317.2 |
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Accumulated deficit |
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(100.4 |
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(92.8 |
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Accumulated other comprehensive loss |
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(4.0 |
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(4.7 |
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Total stockholders’ equity |
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205.3 |
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219.7 |
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Total liabilities and stockholders’ equity |
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$ |
278.8 |
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$ |
302.1 |
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See accompanying notes to unaudited consolidated financial statements.
3
WIRELESS FACILITIES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(in millions, except per share amounts)
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Three months ended |
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Six months ended |
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2003 |
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2004 |
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2003 |
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2004 |
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(Restated) |
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(Restated) |
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(Restated) |
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Revenues |
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$ |
58.3 |
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$ |
102.7 |
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$ |
109.9 |
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$ |
199.8 |
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Cost of revenues |
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39.0 |
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