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DragonWave Inc. | For the three months ended May 31 2012 |
| | |
---|---|---|
Consolidated Financial Statements |
CONSOLIDATED BALANCE SHEETS
Expressed in US $000's except share amounts
| Note | As at May 31, 2012 | As at February 29, 2012 | |||||||
---|---|---|---|---|---|---|---|---|---|---|
Assets | ||||||||||
Current Assets | ||||||||||
Cash and cash equivalents | 4 | 42,248 | 52,798 | |||||||
Restricted cash | 4 | 400 | 177 | |||||||
Trade receivables | 5 | 13,516 | 9,850 | |||||||
Inventory | 6 | 25,591 | 27,043 | |||||||
Other current assets | 7 | 5,533 | 5,501 | |||||||
Future income tax asset | 180 | 69 | ||||||||
87,468 | 95,438 | |||||||||
Long Term Assets | ||||||||||
Property and equipment | 8 | 4,650 | 5,184 | |||||||
Future income tax asset | 1,817 | 1,308 | ||||||||
Deferred financing cost | 20 | 435 | — | |||||||
Intangible assets | 9 | 3,319 | 6,264 | |||||||
Goodwill | 11,927 | 11,927 | ||||||||
22,148 | 24,683 | |||||||||
Total Assets | 109,616 | 120,121 | ||||||||
Liabilities | ||||||||||
Current Liabilities | ||||||||||
Accounts payable and accrued liabilities | 10 | 15,796 | 12,720 | |||||||
Deferred revenue | 1,184 | 723 | ||||||||
Contingent royalty | 14 | 219 | 372 | |||||||
Contingent consideration | — | 1,884 | ||||||||
17,199 | 15,699 | |||||||||
Long Term Liabilities | ||||||||||
Contingent royalty | 14 | 184 | 1,292 | |||||||
Other long term liabilities | 11 | 666 | 1,063 | |||||||
850 | 2,355 | |||||||||
Commitments | 14 | |||||||||
Shareholders' equity | ||||||||||
Capital stock | 12 | 174,076 | 172,264 | |||||||
Contributed surplus | 12 | 4,999 | 4,606 | |||||||
Deficit | 12 | (78,027 | ) | (65,448 | ) | |||||
Accumulated other comprehensive loss | 12 | (9,692 | ) | (9,658 | ) | |||||
Total Shareholder's equity | 91,356 | 101,764 | ||||||||
Non-controlling interests | 3 | 211 | 303 | |||||||
Total Equity | 91,567 | 102,067 | ||||||||
Total Liabilities and Shareholder's equity | 109,616 | 120,121 | ||||||||
Shares issued & outstanding | 12 | 36,001,067 | 35,586,206 | |||||||
On behalf of the Board: |
/s/GERRY SPENCER Director | /s/TOM MANLEY Director |
See accompanying notes
2
CONSOLIDATED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE INCOME (LOSS)
Expressed in US $000's except share and per share amounts
| | Three months ended | |||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
| Note | May 31, 2012 | May 31, 2011 | ||||||||
REVENUE | |||||||||||
Cost of sales | 17, 18 | 12,974 | 11,049 | ||||||||
Gross profit | 6 | 8,841 | 6,405 | ||||||||
4,133 | 4,644 | ||||||||||
EXPENSES | |||||||||||
Research and development | 4,399 | 6,266 | |||||||||
Selling and marketing | 3,658 | 4,080 | |||||||||
General and administrative | 5,270 | 3,963 | |||||||||
Government assistance | 14 | — | (350 | ) | |||||||
13,327 | 13,959 | ||||||||||
Income (loss) before amortization of intangible assets and other items | (9,194 | ) | (9,315 | ) | |||||||
Amortization of intangible assets | 9 | (542 | ) | (587 | ) | ||||||
Accretion expense | (22 | ) | (276 | ) | |||||||
Restructuring expense | 19 | (798 | ) | — | |||||||
Interest income | 29 | 84 | |||||||||
Investment gain | — | 39 | |||||||||
Impairment of intangible assets | 9 | (2,869 | ) | — | |||||||
Gain on change in estimate of contingent liabilities | 14 | 1,190 | — | ||||||||
Foreign exchange gain | (1,003 | ) | 120 | ||||||||
Income (loss) before income taxes | (13,209 | ) | (9,935 | ) | |||||||
Income tax expense (recovery) | (572 | ) | 9 | ||||||||
Net Income (loss) | (12,637 | ) | (9,944 | ) | |||||||
Net Loss Attributable to Non-Controlling Interest | 58 | 54 | |||||||||
Net Income (loss) applicable to shareholders | (12,579 | ) | (9,890 | ) | |||||||
Foreign currency translation differences for foreign operations | 68 | 3 | |||||||||
Comprehensive Income (Loss) | (12,647 | ) | (9,893 | ) | |||||||
Comprehensive Income (Loss) applicable to Non-Controlling Interest | 34 | 2 | |||||||||
Comprehensive Income (Loss) applicable to shareholders | (12,613 | ) | (9,891 | ) | |||||||
Income (loss) per share | |||||||||||
Basic | 13 | (0.35 | ) | (0.28 | ) | ||||||
Diluted | 13 | (0.35 | ) | (0.28 | ) | ||||||
Weighted Average Shares Outstanding | |||||||||||
Basic | 13 | 35,931,347 | 35,429,049 | ||||||||
Diluted | 13 | 35,931,347 | 35,429,049 |
See accompanying notes
3
CONSOLIDATED STATEMENTS OF CASH FLOWS
Expressed in US $000's
| Three months ended | ||||||||
---|---|---|---|---|---|---|---|---|---|
| May 31, 2012 | May 31, 2011 | |||||||
Operating Activities | |||||||||
Net Income (Loss) | (12,637 | ) | (9,944 | ) | |||||
Items not affecting cash | |||||||||
Amortization of property and equipment | 754 | 829 | |||||||
Amortization of intangible assets | 542 | 587 | |||||||
Accretion expense | 22 | 276 | |||||||
Non cash royalty amortization | (93 | ) | (201 | ) | |||||
Impairment of intangible assets | 2,869 | — | |||||||
Gain on change in estimate of contingent liabilities | (1,190 | ) | — | ||||||
Stock-based compensation | 404 | 492 | |||||||
Unrealized foreign exchange loss | 1,116 | 1 | |||||||
Non cash future income tax expense (recovery) | (572 | ) | 9 | ||||||
Inventory impairment | 34 | 57 | |||||||
(8,751 | ) | (7,894 | ) | ||||||
Changes in non-cash working capital items | 463 | (1,324 | ) | ||||||
(8,288 | ) | (9,218 | ) | ||||||
Investing Activities | |||||||||
Acquisition of property and equipment | (220 | ) | (449 | ) | |||||
Acquisition of intangible assets | (466 | ) | (314 | ) | |||||
Purchase of short term investments | — | (22,432 | ) | ||||||
Maturity of short term investments | — | 17,508 | |||||||
(686 | ) | (5,687 | ) | ||||||
Financing Activities | |||||||||
Initial formation contribution by non-controlling interest in DW-HFCL | — | 555 | |||||||
Deferred financing cost | (435 | ) | — | ||||||
Issuance of common shares net of issuance costs | 43 | 178 | |||||||
(392 | ) | 733 | |||||||
Effect of foreign exchange on cash and cash equivalents | (1,184 | ) | (6 | ) | |||||
Net decrease in cash and cash equivalents | (10,550 | ) | (14,178 | ) | |||||
Cash and cash equivalents at beginning of period | 52,798 | 77,819 | |||||||
Cash and cash equivalents at end of period | 42,248 | 63,641 | |||||||
Cash paid during the period for interest | — | — | |||||||
See accompanying notes
4
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
Expressed in US $000's except common share amounts
| Common Shares | Capital Stock | Contributed Surplus | Deficit | AOCL | Non- Controlling Interest | Shareholder's Equity | |||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Balance at February 28, 2011 | 35,421,893 | $ | 171,570 | $ | 2,642 | $ | (31,967 | ) | $ | (9,618 | ) | $ | 0 | $ | 132,627 | |||||||
Stock-based compensation | — | — | $ | 480 | — | — | — | $ | 480 | |||||||||||||
Exercise of stock options | 40,346 | $ | 190 | $ | (69 | ) | — | — | — | $ | 121 | |||||||||||
Other | 9,438 | $ | 72 | $ | (3 | ) | — | — | — | $ | 69 | |||||||||||
Other comprehensive loss | — | — | — | — | $ | (3 | ) | $ | (2 | ) | $ | (5 | ) | |||||||||
Initial formation contribution by non-controlling interest in DW-HFCL | — | — | — | — | — | $ | 555 | $ | 555 | |||||||||||||
Net Loss | — | — | — | $ | (9,890 | ) | — | $ | (54 | ) | $ | (9,944 | ) | |||||||||
Balance at May 31, 2011 | 35,471,677 | $ | 171,832 | $ | 3,050 | $ | (41,857 | ) | $ | (9,621 | ) | $ | 499 | $ | 123,903 | |||||||
Stock-based compensation | — | — | $ | 569 | — | — | — | $ | 569 | |||||||||||||
Exercise of stock options | 47,736 | $ | 149 | $ | (28 | ) | — | — | — | $ | 121 | |||||||||||
Other | 11,344 | $ | 56 | $ | 2 | — | — | — | $ | 58 | ||||||||||||
Other comprehensive loss | — | — | — | — | $ | (7 | ) | $ | (6 | ) | $ | (13 | ) | |||||||||
Net Loss | — | — | — | $ | (2,206 | ) | — | $ | (73 | ) | $ | (2,279 | ) | |||||||||
Balance at August 31, 2011 | 35,530,757 | $ | 172,037 | $ | 3,593 | $ | (44,063 | ) | $ | (9,628 | ) | $ | 420 | $ | 122,359 | |||||||
Stock-based compensation | — | — | $ | 462 | — | — | — | $ | 462 | |||||||||||||
Exercise of stock options | 20,444 | $ | 90 | $ | (34 | ) | — | — | — | $ | 56 | |||||||||||
Stock option benefit | — | — | $ | 189 | — | — | — | $ | 189 | |||||||||||||
Other | 16,695 | $ | 62 | $ | 1 | — | — | — | $ | 63 | ||||||||||||
Other comprehensive loss | — | — | — | — | $ | (29 | ) | $ | (28 | ) | $ | (57 | ) | |||||||||
Net Loss | — | — | — | $ | (8,017 | ) | — | $ | (41 | ) | $ | (8,058 | ) | |||||||||
Balance at November 30, 2011 | 35,567,896 | $ | 172,189 | $ | 4,211 | $ | (52,080 | ) | $ | (9,657 | ) | $ | 351 | $ | 115,014 | |||||||
Stock-based compensation | — | — | $ | 403 | — | — | — | $ | 403 | |||||||||||||
Exercise of stock options | 5,414 | $ | 23 | $ | (10 | ) | — | — | — | $ | 13 | |||||||||||
Stock option benefit | — | — | — | — | — | — | — | |||||||||||||||
Other | 12,896 | $ | 52 | $ | 2 | — | — | — | $ | 54 | ||||||||||||
Other comprehensive loss | — | — | — | — | $ | (1 | ) | $ | (1 | ) | $ | (2 | ) | |||||||||
Net Loss | — | — | — | $ | (13,368 | ) | — | $ | (47 | ) | $ | (13,415 | ) | |||||||||
Balance at February 29, 2012 | 35,586,206 | $ | 172,264 | $ | 4,606 | $ | (65,448 | ) | $ | (9,658 | ) | $ | 303 | $ | 102,067 | |||||||
Stock-based compensation | — | — | $ | 392 | — | — | — | $ | 392 | |||||||||||||
Settlement of contingent consideration | 400,983 | $ | 1,758 | — | — | — | — | $ | 1,758 | |||||||||||||
Other | 13,878 | $ | 54 | $ | 1 | — | — | — | $ | 55 | ||||||||||||
Other comprehensive loss | — | — | — | — | $ | (34 | ) | $ | (34 | ) | $ | (68 | ) | |||||||||
Net Loss | — | — | — | $ | (12,579 | ) | — | $ | (58 | ) | $ | (12,637 | ) | |||||||||
Balance at May 31, 2012 | 36,001,067 | $ | 174,076 | $ | 4,999 | $ | (78,027 | ) | $ | (9,692 | ) | $ | 211 | $ | 91,567 | |||||||
See accompanying notes
5
DragonWave Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Expressed in US $000's except share and per share amounts
1. NATURE OF BUSINESS AND BASIS OF PRESENTATION
DragonWave Inc. [the "Company"], incorporated under theCanada Business Corporations Act in February 2000, is in the business of developing next-generation broadband wireless backhaul and pseudowire equipment.
The Company's common shares are traded on the Toronto Stock Exchange under the trading symbol DWI and on NASDAQ Global Market under the symbol DRWI.
These consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, DragonWave Corp., incorporated in the state of Delaware, USA, DragonWave PTE Limited, incorporated in Singapore, DragonWave Networks Ltd., incorporated in Israel, DragonWave S.r.l, incorporated in Italy, DragonWave S.A.R.L., incorporated in Luxembourg, DragonWave LTDA, incorporated in Brazil, Axerra GMBH, incorporated in Germany, Axerra Networks Asia Pacific Limited, incorporated in Hong Kong, and its majority owned subsidiary, DragonWave HFCL India Private Limited. All intercompany accounts and transactions have been eliminated upon consolidation.
The consolidated financial statements of the Company have been prepared in United States dollars following United States Generally Accepted Accounting Principles ["U.S. GAAP"].
In the opinion of management, the consolidated financial statements reflect all adjustments, which consist only of normal and recurring adjustments, necessary to present fairly the financial position as at May 31, 2012 and May 31, 2011 and the results of operations, cash flows and changes in equity for the three months ended May 31, 2012 and May 31, 2011.
2. SIGNIFICANT ACCOUNTING POLICIES
ACCOUNTING POLICIES ADOPTED IN THE CURRENT FISCAL YEAR
Presentation of comprehensive income
The Company adopted Accounting Standard Update ["ASU"] 2011-05, which revised the manner in which entities present comprehensive income in their financial statements. The new guidance removed the presentation options in ASC 220 and requires entities to report components of comprehensive income in either (1) a continuous statement of comprehensive income or (2) two separate but consecutive statements. The ASU does not change the items that must be reported in other comprehensive income.
Fair value measurements
The Company adopted ASU No. 2011-04, "Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRS", which amended Accounting Standards Codification 820, Fair Value Measurements. ASU 2011-04 eliminates certain differences that existed between U.S. and international fair value accounting concepts, and also clarifies existing guidance under GAAP. Additionally, among other disclosures, this ASU requires certain new quantitative and qualitative disclosures regarding unobservable fair value measurements. The adoption did not have an impact on our consolidated financial statements.
6
DragonWave Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Expressed in US $000's except share and per share amounts
2. SIGNIFICANT ACCOUNTING POLICIES (Continued)
FUTURE ACCOUNTING CHANGES
Disclosures about Offsetting Assets and Liabilities
In December 2011, the FASB issued ASU 2011-11, Disclosures about Offsetting Assets and Liabilities, which creates new disclosure requirements about the nature of an entity's rights of offset and related arrangements associated with its financial instruments and derivative instruments. The disclosure requirements are effective for annual reporting periods beginning on or after January 1, 2013, and interim periods therein, with retrospective application required. The new disclosures are designed to make financial statements that are prepared under U.S. Generally Accepted Accounting Principles more comparable to those prepared under International Financial Reporting Standards. We are evaluating the impact of ASU 2011-11 on our Consolidated Financial Statements.
3. MERGERS, ACQUISITIONS AND OTHER RELATED ACTIVITIES
DragonWave HFCL India Private Limited
On March 10, 2011, DragonWave and Himachal Futuristic Communications Ltd. (HFCL) finalized the incorporation of DragonWave HFCL India Private Limited [DW-HFCL]. DragonWave invested $560 in return for 50.1% ownership of the newly formed company. The results of the subsidiary have been consolidated in the financial statements of the Company as of March 10, 2011. The Company is consolidating the results of DW-HFCL because they have majority control and hold substantive participating rights in the operations of DW-HFCL.
Non-controlling interest consists of the minority owned portion of DragonWave HFCL India Private Limited.
4. CASH AND CASH EQUIVALENTS, AND RESTRICTED CASH
The Company considers all highly liquid investment with an original maturity of three months or less to be cash equivalents.
| May 31, 2012 | February 29, 2012 | |||||
---|---|---|---|---|---|---|---|
Cash | 42,248 | 52,798 | |||||
Cash equivalents | — | — | |||||
Total Cash and cash equivalents | 42,248 | 52,798 | |||||
Restricted cash | 400 | 177 | |||||
Total Cash and cash equivalents, and Restricted cash | 42,648 | 52,975 | |||||
The restricted cash is related to security for one of the Company's rental agreements, a standby letter of credit and a blocking certificate with regards to the incorporation of one of the Company's wholly owned subsidiary.
7
DragonWave Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Expressed in US $000's except share and per share amounts
5. TRADE RECEIVABLES
The Company is exposed to credit risk with respect to trade receivables in the event that its counterparties do not meet their obligations. The Company minimizes its credit risk with respect to trade receivables by performing credit reviews for each of its customers.
The Company's allowance for doubtful accounts reflects the Company's assessment of collectability across its global customer base. The Company defines past due based on agreed upon terms with each individual customer.
| May 31, 2012 | February 29, 2012 | |||||
---|---|---|---|---|---|---|---|
Trade Receivables (gross) | 13,578 | 9,915 | |||||
Allowance for doubtful accounts | (62 | ) | (65 | ) | |||
Trade Receivables (net) | 13,516 | 9,850 | |||||
As at May 31, 2012, three customers exceeded 10% of the total receivable balance. These customers represented 44% of the trade receivables balance. [February 29, 2012—two customers represented 37% of the trade receivables balance].
Included in general and administrative expenses is $35 related to bad debt expense for the three months ended May 31, 2012 respectively [three months ended May 31, 2011—$(1)].
6. INVENTORY
Inventory is comprised of the following:
| May 31, 2012 | February 29, 2012 | ||||||
---|---|---|---|---|---|---|---|---|
Raw Materials | 7,691 | 8,313 | ||||||
Work in Progress | 1,293 | 1,350 | ||||||
Finished Goods | 13,337 | 15,067 | ||||||
Total Production Inventory | 22,321 | 24,730 | ||||||
Inventory held for customer service/warranty | 3,270 | 2,313 | ||||||
Total Inventory | 25,591 | 27,043 | ||||||
Cost of sales for the three months ended May 31, 2012 was $8,841 [three months ended May 31, 2011—$6,405], which included $8,416 [three months ended May 31, 2011—$5,990] of costs associated with inventory. The remaining costs of $425 [three months ended May 31, 2011—$415] related principally to freight, warranty and other direct costs of sales.
For the three months ended May 31, 2012, the Company recognized an impairment loss on inventory of $34 [three months ended May 31, 2011—$57].
8
DragonWave Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Expressed in US $000's except share and per share amounts
7. OTHER CURRENT ASSETS
Other current assets are comprised of the following:
| May 31, 2012 | February 29, 2012 | |||||
---|---|---|---|---|---|---|---|
Deposits with suppliers | 2,580 | 2,896 | |||||
Prepaid expenses | 1,602 | 1,425 | |||||
Goods and services tax | 922 | 474 | |||||
Receivable from the Office of the Chief Scientist | 73 | 75 | |||||
Income Tax Receivable | 272 | 484 | |||||
Other & miscellaneous receivables | 84 | 147 | |||||
Total other current assets | 5,533 | 5,501 | |||||
8. PROPERTY AND EQUIPMENT
| May 31, 2012 | February 29, 2012 | |||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Cost | Accumulated Amortization | Net Book Value | Net Book Value | |||||||||
Test equipment | 13,159 | 9,657 | 3,502 | 3,810 | |||||||||
R&D equipment | 2,524 | 2,235 | 289 | 378 | |||||||||
Computer hardware | 2,408 | 2,225 | 183 | 214 | |||||||||
Production fixtures | 1,136 | 926 | 210 | 278 | |||||||||
Leasehold improvements | 941 | 656 | 285 | 312 | |||||||||
Furniture and fixtures | 676 | 577 | 99 | 104 | |||||||||
Communication equipment | 264 | 207 | 57 | 53 | |||||||||
Other | 121 | 96 | 25 | 35 | |||||||||
Total | 21,229 | 16,579 | 4,650 | 5,184 | |||||||||
Amortization expenses relating to the above property and equipment of $434, $44, $276 was included in research and development, sales and marketing and general and administrative expenses respectively for the three months ended May 31, 2012 [three months ended May 31, 2011: R&D—$536; S&M—$32; G&A—$261]. Accumulated amortization was $15,825 as at February 29, 2012.
9
DragonWave Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Expressed in US $000's except share and per share amounts
9. INTANGIBLE ASSETS AND GOODWILL
Intangible assets are apportioned as follows:
| May 31, 2012 | February 29, 2012 | |||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Cost | Accumulated Amortization | Impairment | Net Book Value | Cost | Accumulated Amortization | Impairment | Net Book Value | |||||||||||||||||
Customer Relationships | 8,257 | 410 | 7,847 | — | 8,257 | 318 | 5,938 | 2,001 | |||||||||||||||||
Developed Technology | 6,268 | 1,612 | 3,337 | 1,319 | 6,268 | 1,423 | 2,377 | 2,468 | |||||||||||||||||
Infrastructure Systems Software | 1,511 | 90 | — | 1,421 | 1,071 | — | — | 1,071 | |||||||||||||||||
Computer Software | 3,004 | 2,425 | — | 579 | 2,978 | 2,254 | — | 724 | |||||||||||||||||
Total Intangible Assets | 19,040 | 4,537 | 11,184 | 3,319 | 18,574 | 3,995 | 8,315 | 6,264 | |||||||||||||||||
For the three months ended May 31, 2012, the Company recognized amortization of intangible assets of $542 [for the three months ended May 31, 2011—$587].
During the for the three months ended May 31, 2012, the Company performed an analysis of its intangible assets in order to determine whether the carrying value of those assets exceeded the estimated future cash flows expected to result from the use or disposition of those assets. Based upon this analysis, management of the Company determined that the carrying value of the intangible assets were in excess of the estimated future cash flows expected to result from their use or disposition. In each case where the fair value of the asset was less than the carrying value, the Company wrote the asset down to its fair value and recorded a corresponding impairment charge. As a result, the Company has recorded an impairment charge on intangible assets of $2,869 during for the three months ended May 31, 2012.
10. ACCOUNTS PAYABLES AND ACCRUED LIABILITIES
Accounts Payable and Accrued Liabilities are apportioned as follows:
| May 31, 2012 | February 29, 2012 | |||||
---|---|---|---|---|---|---|---|
Trade payables | 10,268 | 5,029 | |||||
Accrued liabilities | 962 | 3,168 | |||||
Payroll related accruals | 2,742 | 3,500 | |||||
Restructuring Accrual | 798 | — | |||||
Warranty accrual | 1,026 | 1,023 | |||||
Total Accounts Payable and Accrued Liabilities | 15,796 | 12,720 | |||||
Warranty accrual:
Within its accrued liabilities, the Company records a liability for future warranty costs based on management's best estimate of probable claims within the Company's product warranties. The accrual is based on the terms of the warranty which vary by customer, product, or service and historical experience. The Company regularly evaluates the appropriateness of the remaining accrual.
10
DragonWave Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Expressed in US $000's except share and per share amounts
10. ACCOUNTS PAYABLES AND ACCRUED LIABILITIES (Continued)
The following table details the changes in the warranty liability for the respective periods:
| Three months ended | ||||||||
---|---|---|---|---|---|---|---|---|---|
| May 31, 2012 | May 31, 2011 | |||||||
Balance at the beginning of the period | 1,441 | 2,892 | |||||||
Accruals | 184 | 134 | |||||||
Utilization | (214 | ) | (456 | ) | |||||
Changes in estimates | (146 | ) | (247 | ) | |||||
Ending Balance | 1,265 | 2,323 | |||||||
Short term Portion | 1,026 | 1,334 | |||||||
Long term Portion | 239 | 989 |
11. OTHER LONG TERM LIABILITIES
Other long term liabilities are apportioned as follows:
| May 31, 2012 | February 29, 2012 | ||||||
---|---|---|---|---|---|---|---|---|
Warranty accrual | 239 | 418 | ||||||
Deferred Revenue | 427 | 645 | ||||||
Total Other Long Term Liabilities | 666 | 1,063 | ||||||
12. SHAREHOLDERS' EQUITY
Number of shares authorized
The Company has an unlimited amount of common shares authorized for issuance.
On March 13, 2012 the Company settled a portion its contingent consideration, with regards to the purchase of Axerra Networks, with 400,983 common shares of DragonWave, valued at $4.49 per common share based on a 20 day volume weighted average price.
Employee stock option/stock issuance plan
The Company has established the DragonWave Inc. Key Employee Stock Option/Stock Issuance Plan [the "Plan"] applicable to full-time employees, directors and consultants of the Company for purchase of common shares with 3,600,107 common shares reserved for issuance. Options are granted with an exercise price equal to the fair value of the common shares of the Company, and generally vest at a rate of 25% one year from the date of the option grant, and 1/36th of the remaining 75% per additional month of full-time employment with the Company. Options expire in periods ranging from three to ten years, or upon termination of employment. The maximum number of Common Shares issuable under the Stock Option Plan is 10% of the Common Shares issued and outstanding.
11
DragonWave Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Expressed in US $000's except share and per share amounts
12. SHAREHOLDERS' EQUITY (Continued)
The following is a summary of stock option activity:
| Three months ended May 31, 2012 | Year ended February 29, 2012 | |||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Options | Weighted Average Price (CAD) | Options | Weighted Average Price (CAD) | |||||||||
Opening Balance | 2,396,079 | $ | 5.90 | 2,114,906 | $ | 5.53 | |||||||
Granted | 12,000 | $ | 3.93 | 642,000 | $ | 6.38 | |||||||
Exercised | — | $ | — | (113,940 | ) | $ | 2.61 | ||||||
Forfeited/Cancelled | (148,816 | ) | $ | 7.23 | (246,887 | ) | $ | 5.54 | |||||
Closing Balance | 2,259,263 | $ | 5.80 | 2,396,079 | $ | 5.90 | |||||||
The following are the weighted average values used in determining the fair value for the periods presented:
| Three months ended | ||||||
---|---|---|---|---|---|---|---|
| May 31, 2012 | May 31, 2011 | |||||
Volatility | 78% | 70% | |||||
Risk Free Rate | 1.22% | 2.03% | |||||
Dividend Yield | Nil | Nil | |||||
Average Expected Life | 4 yrs | 4 yrs |
The 12,000 options granted during the three months ended May 31, 2012 were determined to have a fair value of $35.
12
DragonWave Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Expressed in US $000's except share and per share amounts
12. SHAREHOLDERS' EQUITY (Continued)
The following table summarizes the various exercise prices inherent in the Company's stock options outstanding and exercisable on May 31, 2012:
Exercise Price | Options Outstanding | Options Exercisable | ||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Low (CAD) | High (CAD) | Quantity of Options | Weighted Average Remaining Contractual Life (yrs) | Weighted Average Exercise Price (CAD) | Quantity of Options | Weighted Average Exercise Price (CAD) | ||||||||||||||
$ | 1.34 | $ | 2.00 | 349,402 | 1.62 | $ | 1.35 | 288,598 | $ | 1.35 | ||||||||||
$ | 2.01 | $ | 3.00 | 7,029 | 1.23 | $ | 2.69 | 6,500 | $ | 2.68 | ||||||||||
$ | 3.01 | $ | 4.00 | 211,187 | 2.63 | $ | 3.43 | 116,888 | $ | 3.38 | ||||||||||
$ | 4.01 | $ | 5.00 | 256,853 | 1.34 | $ | 4.46 | 236,839 | $ | 4.46 | ||||||||||
$ | 5.01 | $ | 6.00 | 57,314 | 2.49 | $ | 5.64 | 31,890 | $ | 5.68 | ||||||||||
$ | 6.01 | $ | 7.00 | 888,083 | 3.52 | $ | 6.47 | 322,757 | $ | 6.37 | ||||||||||
$ | 7.01 | $ | 8.00 | 211,420 | 3.54 | $ | 7.83 | 105,163 | $ | 7.82 | ||||||||||
$ | 8.01 | $ | 10.00 | 142,878 | 2.82 | $ | 9.34 | 75,606 | $ | 9.35 | ||||||||||
$ | 10.01 | $ | 13.74 | 135,097 | 2.56 | $ | 12.42 | 81,452 | $ | 12.36 | ||||||||||
2,259,263 | 2.76 | $ | 5.80 | 1,265,693 | $ | 5.24 | ||||||||||||||
The Company has recognized $404 for the three months ended May 31, 2012 as compensation expense for stock-based grants, with a corresponding credit to contributed surplus [three months ended May 31, 2011—$492].
Restricted Shares & Employee Share Purchase Plan
The Company launched an Employee Share Purchase Plan ["ESPP"] on October 20, 2008. The plan includes provisions to allow employees to purchase Common shares. The Company will match the employees' contribution at a rate of 25%. During the three months ended May 31, 2012 a total of 11,104 common shares were purchased by employees at fair market value, while the Company issued 2,774 common shares respectively as its matching contribution. The shares contributed by the Company will vest 12 months after issuance.
The Company records an expense equal to the fair value of shares granted pursuant to the employee share purchase plan over the period the shares vest. The total fair value of the shares earned during the three months ended May 31, 2012 was $14 [three months ended May 31, 2011—$7]. The fair value of the unearned ESPP shares as at May 31, 2012 was $45 [February 29, 2012—$48]. The number of shares held for release, and still restricted under the plan at May 31, 2012 was 10,970 [February 29, 2012—10,085].
Warrants
Effective May 30, 2007, the Company granted a warrant to a party to purchase up to 126,250 common shares of the Company at a price of $3.56 CAD per share. The warrant expires 10 years after the date of issuance. The warrants vested based on the achievement of pre-determined business milestones and resulted in an issuance of 31,562 warrants. As at August 31, 2008, a revenue reduction provision in the amount of $64 was recognized with a corresponding increase in contributed surplus based on achievement. The provision was determined using the Black-Scholes Options Pricing Model using a volatility factor of 50%, risk free rate of 3.3% dividend yield of nil, and an expected life of 8.75 years.
13
DragonWave Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Expressed in US $000's except share and per share amounts
13. NET INCOME (LOSS) PER SHARE
The following table illustrates the dilutive impact on net income (loss) per share including the effect of outstanding options and warrants:
| Three months ended, | |||||||
---|---|---|---|---|---|---|---|---|
| May 31, 2012 | May 31, 2011 | ||||||
Basic Net Income (Loss) per share | ||||||||
Net Income (Loss) applicable to shareholders | (12,579 | ) | (9,890 | ) | ||||
Weighted average number of shares outstanding | 35,931,347 | 35,429,049 | ||||||
Net Income (Loss) per share | $ | (0.35 | ) | $ | (0.28 | ) | ||
Diluted Net Income (Loss) per share | ||||||||
Net Income (Loss) | (12,579 | ) | (9,890 | ) | ||||
Weighted average number of shares outstanding | 35,931,347 | 35,429,049 | ||||||
Dilutive effect of warrants | — | — | ||||||
Dilutive effect of stock options | — | — | ||||||
Adjusted weighted average number of shares outstanding | 35,931,347 | 35,429,049 | ||||||
Net Income (Loss) per share | $ | (0.35 | ) | $ | (0.28 | ) | ||
As at May 31, 2012, 2,259,263 options and 30,243 warrants were excluded from the net income (loss) per share calculation as they were anti-dilutive.
14. COMMITMENTS
Future minimum operating lease payments as at May 31, 2012 per fiscal year are as follows:
2013 | $ | 1,400 | ||
2014 | $ | 1,769 | ||
2015 | $ | 1,597 | ||
2016 | $ | 1,346 | ||
Thereafter | $ | 960 | ||
$ | 7,072 | |||
Royalty Commitments
Under the research and development agreements of Axerra Networks Ltd., a subsidiary of DragonWave, the Company received and accrued participation payments from the Office of the Chief Scientist ["OCS"] of the Ministry of Industry and Trade in Israel in the amount of nil in the three months ended May 31, 2012 [three months ended May 31, 2011—$350]. DragonWave is required to pay royalties at the rate of 3%—3.5% of sales of products developed with funds provided by the OCS, up to an amount equal to 100% of the OCS grants, bearing interest at the rate of LIBOR. The obligation to pay these royalties is contingent on actual sales of the products and in the absence of such sales, no payment is required.
14
DragonWave Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Expressed in US $000's except share and per share amounts
14. COMMITMENTS (Continued)
During the three months ended May 31, 2012 the Company adjusted the contingent royalty liability based on a change in estimate. A corresponding gain of $1,165 was made to recognize the change in estimate in the consolidated statement of operations and comprehensive income (loss) in the three months ended May 31, 2012. After consideration of the liability currently recognized in the consolidated balance sheet of $403, the Company has a maximum potential obligation of an additional $15,338.
15. RELATED PARTY TRANSACTIONS
The Company leases premises from a real estate company controlled by a member of the Board of Directors. During the three months ended May 31, 2012, the Company paid $453 [three months ended May 31, 2011—$447], relating to the rent, operating costs, and leasehold improvements associated with this real estate, and the value owing for net purchases at May 31, 2012 was $66 [February 29, 2012—$3].
All transactions are in the normal course of business and have been recorded at the exchange amount.
16. FINANCIAL INSTRUMENTS
Financial instruments are classified into one of the following categories: held-for-trading, held-to-maturity, available-for-sale, loans and receivables, or other financial liabilities.
Fair Value
The following table summarizes the carrying values of the Company's financial instruments:
| May 31, 2012 | February 29, 2012 | |||||
---|---|---|---|---|---|---|---|
Held-for-trading(1) | 42,648 | 52,975 | |||||
Loans and receivables(2) | 14,107 | 10,214 | |||||
Other financial liabilities(3) | 14,690 | 11,655 |
- (1)
- Includes cash, cash equivalents, restricted cash, and short term investments
- (2)
- Includes trade receivables and other receivables which are financial in nature
- (3)
- Includes accounts payable and accrued liabilities which are financial in nature
Cash and cash equivalents, restricted cash, short term investments, trade receivables, other receivables, accounts payable and accrued liabilities are short term financial instruments whose fair value approximates the carrying amount given that they will mature shortly. As at the consolidated balance sheet dates, there are no significant differences between the carrying values of these items and their estimated fair values. All financial instruments have been measured using Level 1 inputs.
Interest rate risk
Cash and cash equivalents and short term investments with fixed interest rates expose the Company to interest rate risk on these financial instruments. Interest income of $29 was recognized during the three
15
DragonWave Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Expressed in US $000's except share and per share amounts
16. FINANCIAL INSTRUMENTS (Continued)
months ended May 31, 2012 on the Company's cash, cash equivalents and short term investments [three months ended May 31, 2011—$84].
Credit risk
In addition to trade receivables and other receivables, the Company is exposed to credit risk on its cash and cash equivalents, restricted cash, and short term investments in the event that its counterparties do not meet their obligations. The Company does not use credit derivatives or similar instruments to mitigate this risk and, as such, the maximum exposure is the full carrying value or fair value of the financial instrument. The Company minimizes credit risk on cash and cash equivalents and short term investments by transacting with only reputable financial institutions and customers.
Foreign exchange risk
Foreign exchange risk arises because of fluctuations in exchange rates. The Company does not currently use derivative financial instruments to mitigate this risk.
If the US dollar had appreciated 1% against all foreign currencies at May 31, 2012, with all other variables held constant, the impact of this foreign currency change on the Company's foreign denominated financial instruments would have resulted in a decrease in after-tax net income of $215 for the three months ended May 31, 2012 [three months ended May 31, 2011—$69], with an equal and opposite effect if the US dollar had depreciated 1 percent against all foreign currencies at May 31, 2012.
Liquidity risk
A risk exists that the Company will not be able to meet its financial obligations as they become due. Based on the Company's recent performance, current revenue expectations and strong current ratio, management believes that liquidity risk is low.
17. SEGMENTS AND GEOGRAPHICAL INFORMATION
The Company operates in one reportable segment—broadband wireless backhaul equipment.
The following table presents total revenues by geographic location:
| For the three months ended | ||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| May 31, 2012 | May 31, 2011 | |||||||||||
| Amount | % | Amount | % | |||||||||
Canada | 1,545 | 12% | 2,589 | 23% | |||||||||
North America (excluding Canada) | 8,514 | 65% | 5,611 | 51% | |||||||||
Europe, Middle East, and Africa | 1,505 | 12% | 2,024 | 18% | |||||||||
Other | 1,410 | 11% | 825 | 8% | |||||||||
Total Revenue | 12,974 | 100% | 11,049 | 100% | |||||||||
16
DragonWave Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Expressed in US $000's except share and per share amounts
18. ECONOMIC DEPENDENCE
The Company was dependent on two key customers with respect to revenue in the three months ended May 31, 2012. These customers represented approximately 24% and 12% of sales for three months ended May 31, 2012 [three months ended May 31, 2011—two customer representing 26% of sales].
19. RESTRUCTURING COSTS RELATED TO SPECIFIC ITEMS
During the first fiscal quarter of the year ending February 28, 2013, the Company implemented several structural adjustments to reflect the Company's global integration plan for the planned acquisition of Nokia Siemens Networks' microwave transport business. One of these changes aimed at reducing its operating expenses in order to better align it with its revenues.
Restructuring charges of $798 related to severance costs have been recognized in the current period. Cash disbursements of approximately $1,443 related to these restructuring costs will take place during the three month period ending August 31, 2012.
20. SUBSEQUENT EVENTS
Acquisition of Nokia Siemens Networks' Microwave Transport Business
On June 1, 2012 the Company announced the closing of the acquisition of Nokia Siemens Networks' microwave transport business, including its associated operational support system (OSS) and related support functions. The acquisition was effected pursuant to the Amended and Restated Master Acquisition Agreement between DragonWave Inc., its wholly-owned subsidiary DragonWave S.A.R.L. and Nokia Siemens Networks dated May 3, 2012.
Nokia Siemens Networks retains responsibility for its existing solution sales and associated services for microwave transport, while the Company is responsible for the microwave transport product line, including R&D, product management and operations functions. Nokia Siemens Networks will continue to provide R&D and other support to the business through a services arrangement.
As part of the acquisition, the Company is now the preferred strategic supplier of packet microwave and related products to Nokia Siemens Networks and the two companies will jointly coordinate technology development activities. Under the terms of the agreement, the Company will continue the support and development of the acquired products, which will be sold via Nokia Siemens Networks through its existing channels as part of its end-to-end mobile broadband solution set and directly through the Company's existing channels.
Consideration paid on closing by DragonWave S.A R.L. was $12,730 in cash and 2,000,978 common shares with market value of $6,210. The cash payment was made in Euros.
17
DragonWave Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Expressed in US $000's except share and per share amounts
20. SUBSEQUENT EVENTS (Continued)
The estimated fair values of the assets acquired and liabilities assumed in the acquisition are as follows:
Tangible Assets | |||||
Cash | — | ||||
Accounts Receivable | — | ||||
Inventory | 11,103 | ||||
Lease inducement | 2,093 | ||||
Other Current Assets | 2,564 | ||||
Capital Assets | 6,115 | ||||
Tangible Assets Acquired | 21,875 | ||||
Tangible Liabilities | |||||
Accounts Payable | — | ||||
Accrued Liabilities | 2,484 | ||||
Capital Lease Obligation | 4,158 | ||||
Tangible Liabilities Acquired | 6,642 | ||||
Fair Value of net tangible assets | 15,233 | ||||
Intangible Assets | |||||
Customer Relationships | 1,745 | ||||
Developed Technology | 10,800 | ||||
Intangible Assets Acquired | 12,545 | ||||
Goodwill | — | ||||
Gain on purchase of assets | (19,126 | ) | |||
Purchase Price | 8,652 | ||||
Purchase Price | |||||
Cash | 12,730 | ||||
Shares | 5,279 | ||||
Other consideration | 1,205 | ||||
Contingent Receivable | (10,562 | ) | |||
8,652 |
The Purchase Price consists of the following components: a) cash delivered on closing; b) 2,000,978 common shares delivered on closing with a fair value of $5,279 which reflects that Nokia Siemens Networks is subject to a lock-up provision restricting sale or disposition of the shares, subject to customary exceptions; c) other consideration deferred for specific tangible assets; d) a Contingent receivable based on business performance in the twelve months following closing.
The Company allocated $12,545 to intangible assets, including customer relationships and developed technology based on their fair values at the date of purchase. These intangible assets are being amortized over their estimated useful lives of three, and six years, respectively. The useful lives of the intangible
18
DragonWave Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Expressed in US $000's except share and per share amounts
20. SUBSEQUENT EVENTS (Continued)
assets were determined as the period of time over which the assets are anticipated to contribute to the Company's future cash flows. None of the intangible assets are deductible for tax purposes.
The company will recognize a one-time gain in the fiscal quarter ending August 31, 2012 due to the difference between the cumulative tangible and intangible net assets and the purchase price.
The primary reason for the acquisition, relates to the strategic position with Nokia Siemens Networks which positions DragonWave for future growth as well as the acquisition of a technology suite backed by service and support, and further bolsters the Company's ability to participate in the growth in LTE networks worldwide.
Credit Facility
Concurrently with the closing of the acquisition noted above, the Company established a new credit facility with Comerica Bank and Export Development Canada. The credit facility is available to finance the completion of the acquisition as well as support the Company's working capital requirements. The credit facility is for a total of $40,000, of which the Company has drawn $35,000 as of June 1, 2012.
The Company has access, subject to ongoing compliance with borrowing covenants, to $20,000 in additional credit (for total maximum credit of $60,000). The new credit facility matures on May 31, 2014 and is secured by a first-priority charge on all of the assets of DragonWave and its principal direct and indirect subsidiaries. Borrowing options under the credit facility include US dollar, Canadian dollar and Euro loans. Interest rates vary with market rate fluctuations, with loans bearing interest in the range of 3—4% above the applicable base rates. The terms of the credit facility include other customary terms, conditions, covenants, and representations and warranties.
Direct costs associated with obtaining the debt facility such as closing fees, registration and legal expenses have been capitalized as of May 31, 2012 and will be amortized over the two year term of the facility.
21. COMPARATIVE FIGURES
Certain of the comparative figures have been reclassified to conform with the presentation adopted in the current fiscal year.
19
CONSOLIDATED BALANCE SHEETS Expressed in US $000's except share amounts
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) Expressed in US $000's except share and per share amounts
CONSOLIDATED STATEMENTS OF CASH FLOWS Expressed in US $000's
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY Expressed in US $000's except common share amounts
DragonWave Inc. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Expressed in US $000's except share and per share amounts