Exhibit 99.2
formerly
THIRD QUARTER RESULTS
Unaudited Interim Consolidated Financial Statements
Three months and nine months ended March 31, 2007
May 14, 2007
| formerly | 4210 Commerce Circle |
Victoria BC Canada V8Z 6N6 | ||
phone (250) 881-1982 | ||
facsimile (250) 881-1974 | ||
website www.vecimanetworks.com |
Dear Shareholders
I am pleased to welcome all the new Vecima shareholders resulting from the acquisition of Spectrum Signal Processing Inc. (SSP) announced February 16 and completed on May 2, 2007. Spectrum’s shareholders voted overwhelmingly in favour of the arrangement that fuses two powerful technological portfolios to enhance our position and opportunities in the emerging WiMAX market.
The increase in shares outstanding and in the number of shareholders will help to address Vecima’s strategic goal of providing enhanced liquidity for our shareholders. We have also made significant progress in our strategic objective of market segment diversification. Our sales in the data over cable market segment represented 47% of total revenue for the nine months ended March 31, 2007 compared to 61% for the same period last year.
Another important event was the culmination of an original equipment manufacturer (OEM) arrangement with Motorola. Over the past several quarters, we developed and have begun deliveries of a product Motorola will use in broadband cable systems to provide a return path from customer’s digital set top boxes to the source of video programming in the cable headend. The adoption of video on demand, switched digital video and other interactive applications requires significant increases in return path bandwidth. This new OEM deal reinforces Vecima’s position as a leading provider of new infrastructure equipment for digital video processing.
The WiMAX Forum protocols for certification of WiMAX products have been delayed again and the certification testing for the full standard is not likely to begin until this summer. We continue to progress our family of WiMAX products and to participate in deployments around the world. The delay in ramp-up of WiMAX sales has affected our expected sales for the fiscal year but, with the inclusion of revenues attributed to SSP, we expect revenue to be in our target range.
The Vecima family continues to grow. We had 667 employees at March 31, 2007 not including the 84 SSP staff members. We have opened a software development office in Mangalore on the west coast of India that now has seven employees. The SSP acquisition also brings offices in San Jose and the Washington, D.C. area.
Vecima’s revenue for the third quarter of our 2007 fiscal year was a record $24.1 million, more than our total revenue for our 2000 fiscal year. In addition, our total assets have grown 15% over the nine months to more than $100 million. Revenue increased 16% to $67.4 million in the nine months ended March 31, 2007 from $58.1 million in the same period last year. We have more than doubled our research and development expense to $5.6 million in the nine months ended March 31, 2007 from $2.6 million in the same period last year. Our sales and marketing costs are up 46% to $3.1 million year-to-date compared to $2.1 million last fiscal year. The increases were predominantly for new personnel to take advantage of growth opportunities. These strategic expenditures in excess of our revenue growth rate affected our net margin, which was just outside our target range at 9% of sales for the nine months compared to 14% in the nine-month period last year. In the nine months ended March 31, 2007, we recorded an extraordinary gain from the acquisition of WaveRider that added 30¢ per share to earnings after taxes, bringing the net income per share to 58¢ per share compared to 38¢ per share for the same period last year.
Sincerely,
/s/ Surinder Kumar |
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Dr. Surinder Kumar | ||
Chair of the Board of Directors |
1
| formerly | 4210 Commerce Circle |
Victoria BC Canada V8Z 6N6 | ||
phone (250) 881-1982 | ||
facsimile (250) 881-1974 | ||
website www.vecimanetworks.com |
NOTICE OF NO AUDITOR REVIEW OF INTERIM FINANCIAL STATEMENTS
The accompanying unaudited interim consolidated financial statements of the Company have been prepared by and are the responsibility of the Company’s management.
The Company’s independent auditor has not performed a review of these financial statements in accordance with the standards established by the Canadian Institute of Chartered Accountants for a review of interim financial statements by an entity’s auditor.
May 14, 2007 |
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/s/ Surinder Kumar |
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| /s/ J. M. Barry |
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Surinder Kumar |
| J. Michael Barry | ||||
President and Chief Executive Officer |
| Chief Financial Officer | ||||
2
VECIMA NETWORKS INC.
CONSOLIDATED BALANCE SHEETS
(in thousands of dollars)
|
| March 31, |
| June 30, |
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| 2007 |
| 2006 |
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| (unaudited) |
| (audited) |
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Current assets |
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Cash and cash equivalents |
| $ | 5,796 |
| $ | 13,851 |
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Accounts receivable |
| 14,259 |
| 13,756 |
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Income taxes receivable |
| 5,620 |
| 4,502 |
| ||
Inventories |
| 28,882 |
| 19,554 |
| ||
Current portion of leases receivable |
| 613 |
| 598 |
| ||
Prepaid expenses |
| 322 |
| 391 |
| ||
Other current assets |
| 248 |
| 544 |
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| 55,740 |
| 53,196 |
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Leases receivable |
| 1,081 |
| 1,508 |
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Capital assets |
| 29,379 |
| 22,556 |
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Deferred development costs |
| 1,702 |
| 1,461 |
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Other assets |
| 3,058 |
| 2,810 |
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Tax assets |
| 9,611 |
| 5,557 |
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| $ | 100,571 |
| $ | 87,088 |
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Current liabilities |
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Accounts payable and accrued liabilities |
| $ | 7,984 |
| $ | 6,615 |
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Warranty accrual |
| 500 |
| 500 |
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Deferred revenue |
| 771 |
| 682 |
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| 9,255 |
| 7,797 |
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Future income taxes |
| 2,726 |
| 2,885 |
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|
| 11,981 |
| 10,682 |
| ||
Shareholders’ equity |
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Share capital (Note 4) |
| 26,469 |
| 26,322 |
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Contributed surplus |
| 1,541 |
| 951 |
| ||
Retained earnings |
| 60,580 |
| 49,133 |
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| 88,590 |
| 76,406 |
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| $ | 100,571 |
| $ | 87,088 |
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See accompanying notes
On behalf of the Board,
/s/ Barry A Baptie |
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| /s/ James Mutter |
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| Director | Director |
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3
VECIMA NETWORKS INC.
CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS
(in thousands of dollars except for net income per share data)
|
| Three months ended |
| Nine months ended |
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| March 31, |
| March 31, |
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|
| 2007 |
| 2006 |
| 2007 |
| 2006 |
| ||||
|
| (unaudited) |
| (unaudited) |
| (unaudited) |
| (unaudited) |
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Sales |
| $ | 24,119 |
| $ | 21,414 |
| $ | 67,428 |
| $ | 58,083 |
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Cost of sales |
| 14,476 |
| 13,520 |
| 41,592 |
| 36,490 |
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Gross margin |
| 9,643 |
| 7,894 |
| 25,836 |
| 21,593 |
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Operating expenses |
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Research and development |
| 1,847 |
| 1,065 |
| 5,646 |
| 2,592 |
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Sales and marketing |
| 1,113 |
| 884 |
| 3,112 |
| 2,137 |
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General and administrative |
| 2,965 |
| 1,776 |
| 7,500 |
| 5,538 |
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Stock-based compensation (Note 4) |
| 130 |
| 200 |
| 538 |
| 728 |
| ||||
Interest expense |
| 104 |
| 90 |
| 204 |
| 297 |
| ||||
Total Operating expenses |
| 6,159 |
| 4,015 |
| 17,000 |
| 11,292 |
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Operating income |
| 3,484 |
| 3,879 |
| 8,836 |
| 10,301 |
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Foreign exchange (loss) gain |
| 68 |
| 278 |
| 153 |
| 750 |
| ||||
Other income |
| 395 |
| 474 |
| 1,086 |
| 767 |
| ||||
Income before income taxes |
| 3,947 |
| 4,631 |
| 10,075 |
| 11,818 |
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Income taxes |
| 1,480 |
| 1,493 |
| 3,693 |
| 3,874 |
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Net income before extraordinary items |
| 2,467 |
| 3,138 |
| 6,382 |
| 7,944 |
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Extraordinary gain (Note 3) |
| — |
| — |
| 6,549 |
| — |
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Net income |
| 2,467 |
| 3,138 |
| 12,931 |
| 7,944 |
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Retained earnings, beginning of period |
| 58,470 |
| 43,333 |
| 49,133 |
| 38,527 |
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Dividends paid (Note 5) |
| — |
| — |
| (903 | ) | — |
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Reduction of common shares purchased for cancellation (Note 4) |
| (357 | ) | — |
| (581 | ) | — |
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Retained earnings, end of period |
| $ | 60,580 |
| $ | 46,471 |
| $ | 60,580 |
| $ | 46,471 |
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Net income per share (Note 4) |
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Basic and diluted - before extraordinary gain |
| $ | 0.11 |
| $ | 0.14 |
| $ | 0.28 |
| $ | 0.38 |
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Basic and diluted - after extraordinary gain |
| $ | 0.11 |
| $ | 0.14 |
| $ | 0.58 |
| $ | 0.38 |
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Weighted average number of Common Shares outstanding - basic |
| 22,463,319 |
| 22,468,957 |
| 22,470,059 |
| 20,586,456 |
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Weighted average number of Common Shares outstanding - diluted |
| 22,463,319 |
| 22,468,957 |
| 22,470,059 |
| 20,679,789 |
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See accompanying notes
4
VECIMA NETWORKS INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands of dollars)
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| Three months ended |
| Nine months ended |
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| March 31, |
| March 31, |
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| 2007 |
| 2006 |
| 2007 |
| 2006 |
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| (unaudited) |
| (unaudited) |
| (unaudited) |
| (unaudited) |
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Cash flows from (used in) operating activities |
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Net income |
| $ | 2,467 |
| $ | 3,138 |
| $ | 12,931 |
| $ | 7,944 |
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Add (deduct) items not requiring a current cash payment |
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Future income taxes recovery |
| 1,275 |
| 1,914 |
| 3,331 |
| (209 | ) | ||||
Amortization of capital assets |
| 1,153 |
| 712 |
| 3,100 |
| 2,198 |
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Amortization of deferred development costs |
| 330 |
| 336 |
| 1,155 |
| 851 |
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Amortization of other assets |
| 5 |
| (15 | ) | 35 |
| 30 |
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Stock-based compensation (Note 4) |
| 130 |
| 200 |
| 538 |
| 728 |
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Extraordinary gain (Note 3) |
| — |
| — |
| (6,549 | ) | — |
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Changes in non-cash working capital relating to operations |
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Net change in non-cash working capital relating to operations |
| (2,166 | ) | (4,765 | ) | (8,275 | ) | (7,135 | ) | ||||
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| 3,194 |
| 1,520 |
| 6,266 |
| 4,407 |
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Cash flows from (used in) investing activities |
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Payment for acquisition of business net of cash acquired |
| — |
| — |
| (1,746 | ) | — |
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Purchase of capital assets |
| (1,820 | ) | (176 | ) | (9,737 | ) | (2,263 | ) | ||||
Deferred development costs |
| (1,100 | ) | (748 | ) | (2,344 | ) | (1,851 | ) | ||||
Investment tax credits |
| 500 |
| 492 |
| 948 |
| 809 |
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Purchase of other assets |
| (161 | ) | 15 |
| (165 | ) | — |
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| (2,581 | ) | (417 | ) | (13,044 | ) | (3,305 | ) | ||||
Cash flows from (used in) financing activities |
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Proceeds from shares issued through exercised options |
| 8 |
| — |
| 207 |
| — |
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Purchase and cancellation of shares (Note 4) |
| (330 | ) | — |
| (581 | ) | — |
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Dividends paid (Note 5) |
| — |
| — |
| (903 | ) | — |
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Net proceeds from issuance of shares |
| — |
| — |
| — |
| 24,159 |
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Repayment of long-term debt |
| — |
| (3,562 | ) | — |
| (3,904 | ) | ||||
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| (322 | ) | (3,562 | ) | (1,277 | ) | 20,255 |
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Increase (decrease) in cash during the period |
| 291 |
| (2,459 | ) | (8,055 | ) | 21,357 |
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(Bank indebtedness) Cash and cash equivalents, beginning of period |
| 5,505 |
| 18,933 |
| 13,851 |
| (4,883 | ) | ||||
(Bank indebtedness) Cash and cash equivalents, end of period |
| $ | 5,796 |
| $ | 16,474 |
| $ | 5,796 |
| $ | 16,474 |
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Supplemental information: |
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Cash interest paid |
| $ | 104 |
| $ | 90 |
| $ | 204 |
| $ | 294 |
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Cash taxes paid |
| $ | — |
| $ | 4,797 |
| $ | — |
| $ | 7,467 |
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See accompanying notes
5
VECIMA NETWORKS INC.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
Three months and nine months ended March 31, 2007
(in thousands of dollars)
1. BASIS OF PRESENTATION
The unaudited interim consolidated financial statements of the Company have been prepared in accordance with Canadian generally accepted accounting principles, except that certain disclosures required for annual financial statements have not been included.
Accordingly, the unaudited interim consolidated financial statements should be read in conjunction with the Company’s most recent annual audited consolidated financial statements for the year ended June 30, 2006. The interim consolidated financial statements follow the same accounting policies and methods of application as the most recent annual consolidated financial statements
Consolidation
The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, WaveCom Electronics (2003) Inc., 6105971 Canada Inc. and VCom Pacific Pty., and YourLink Inc., an entity that is considered to be a variable interest entity, after elimination of significant inter-company accounts and transactions.
2. FINANCIAL INSTRUMENTS
The majority of the Company’s sales are in United States dollars and the Company has entered into forward foreign exchange contracts to manage foreign currency exchange risk related to exposures of the exchange rates for the Canadian dollar.
As of March 31, 2007, the Company has foreign currency forward contracts that have the effect of fixing the conversion of $9,000 ($3,000 – June 30, 2006) of the Company’s net US dollar asset position at rates ranging between $1.1503 and $1.1720. Changes in the fair value of these instruments are included in foreign exchange gains/losses in the current year. In the period ended March 31, 2007, the Company has a net gain of $51 (June 30, 2006 - $325 net gain) on outstanding forward purchase contracts.
The Company has not applied hedge accounting to these forward contracts which are considered to be “held for trading” instruments according to CICA Handbook Section 3855. Changes in the value of these contracts are recorded as an element of foreign exchange gains and losses.
3. BUSINESS ACQUISITIONS
Effective July 1, 2006, Vecima acquired 100% of the outstanding shares, either directly or indirectly, of WaveRider Communications (Canada) Inc. (“WaveRider”) and Avendo Wireless Inc. WaveRider distributes 900 MHz radios to a wide variety of customers. The transaction has been accounted for by the purchase method, with the results of operations included in these consolidated financial statements from the date of acquisition. The aggregate purchase price of $1,626 was satisfied with cash. Vecima and WaveRider were amalgamated July 1, 2006 and the company is continuing as Vecima Networks Inc.
Effective July 1, 2006, Vecima acquired 100% of the outstanding shares, either directly or indirectly, of Jetstream Internet Services Inc. (“Jetstream”). Jetstream provides internet services to Salmon Arm, British Columbia. The transaction has been accounted for by the purchase method, with the results of operations included in these consolidated financial statements from the date of acquisition. The aggregate purchase price of $100 was satisfied with cash. YourLink Inc. and Jetstream were amalgamated July 1, 2006 and the company is continuing as YourLink Inc.
6
| WaveRider |
| Jetstream |
| Total |
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Net identifiable assets acquired at fair values: |
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Accounts receivable |
| $ | 951 |
| $ | 4 |
| $ | 955 |
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Inventory |
| 615 |
| 5 |
| 620 |
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Subscriber acquisition costs |
| — |
| 82 |
| 82 |
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Future tax assets |
| 7,469 |
| 100 |
| 7,569 |
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Total assets acquired |
| 9,035 |
| 191 |
| 9,226 |
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Accounts payable and accrued liabilities |
| (964 | ) | (45 | ) | (1,009 | ) | |||
Total liabilities assumed |
| (964 | ) | (45 | ) | (1,009 | ) | |||
Net assets acquired |
| $ | 8,071 |
| $ | 146 |
| $ | 8,217 |
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Consideration |
| $ | 1,626 |
| $ | 100 |
| $ | 1,726 |
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Less cash of acquired operations |
| (7 | ) | (51 | ) | (58 | ) | |||
Total consideration |
| 1,619 |
| 49 |
| 1,668 |
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Excess of net assets purchased over consideration paid |
| $ | 6,452 |
| $ | 97 |
| $ | 6,549 |
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The purchase price has been adjusted from the disclosure in the June 30, 2006 audited financial statements to reflect the adjustments made to the purchase price on September 30, 2006.
In accordance with Canadian generally accepted accounting principles, the excess of the fair value of assets acquired and liabilities assumed over the purchase price will be presented as an extraordinary item on the consolidated statement of income.
Effective October 1, 2006, Vecima acquired assets associated with the sales and marketing components of Wave Wireless Corporation’s 900 MHz business. The transaction has been accounted for by the purchase method, with the results of operations included in these consolidated financial statements from the date of acquisition. The aggregate purchase price of $1,996 was satisfied with $78 in cash and the retirement of $1,918 accounts receivable from Wave Wireless Corporation.
Net identifiable assets acquired at fair values:
Accounts receivable |
| $ | 780 |
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Inventory |
| 980 |
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Capital assets |
| 236 |
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Total assets acquired |
| $ | 1,996 |
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7
4. SHARE CAPITAL
(a) Authorized and issued share capital
The Company has the following authorized share capital: an unlimited number of common shares and an unlimited number of preferred shares. The table below provides details of common shares outstanding and their carrying values:
| March 31, 2007 |
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| Number |
| Carrying |
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| value |
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Balance as of June 30, 2006 |
| 22,471,198 |
| $ | 26,322 |
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Shares repurchased and canceled |
| (59,100 | ) | (60 | ) | |
Shares issued by exercising of options |
| 27,759 |
| 207 |
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Balance as of March 31, 2007 |
| 22,439,857 |
| $ | 26,469 |
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During the nine months ended March 31, 2007 the Company purchased 59,100 common shares for cancellation under a normal course issuer bid at an average price of $9.82 per share for $581 of which $60 reduced the stated capital of the common shares and $521 decreased retained earnings.
8
The following table sets forth the calculation of basic and diluted earnings per share:
| Three months ended |
| Nine months ended |
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| 2007 |
| 2006 |
| 2007 |
| 2006 |
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Basic net income before extraordinary gains |
| $ | 2,467 |
| $ | 3,138 |
| $ | 6,382 |
| $ | 7,944 |
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Effect of dilutive securities: |
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Interest on convertible debenture |
| — |
| — |
| — |
| 17 |
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Diluted net income before extraordinary |
| $ | 2,467 |
| $ | 3,138 |
| $ | 6,382 |
| $ | 7,961 |
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Basic net income after extraordinary gains |
| $ | 2,467 |
| $ | 3,138 |
| $ | 12,931 |
| $ | 7,944 |
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Effect of dilutive securities: |
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Interest on convertible debenture |
| — |
| — |
| — |
| 17 |
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Diluted net income before extraordinary |
| $ | 2,467 |
| $ | 3,138 |
| $ | 12,931 |
| $ | 7,961 |
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Weighted average number of shares |
| 22,463,319 |
| 22,468,957 |
| 22,470,059 |
| 20,586,456 |
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Effect of dilutive securities: |
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Convertible debenture |
| — |
| — |
| — |
| 93,333 |
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Weighted average number of shares |
| 22,463,319 |
| 22,468,957 |
| 22,470,059 |
| 20,679,789 |
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Net income per share: |
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Basic and diluted - before extraordinary gain |
| $ | 0.11 |
| $ | 0.14 |
| $ | 0.28 |
| $ | 0.38 |
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Basic and diluted - after extraordinary gain |
| 0.11 |
| 0.14 |
| 0.58 |
| 0.38 |
|
(b) Stock option plan
Under the Company’s stock option plan, options to acquire common shares may be issued to officers, directors and employees of the Company. The term, vesting period, exercise price and number of common shares relating to each option will be determined by the Company’s Board of Directors at the time options are granted, but will not be more favourable than those permitted under applicable securities legislation. The Company’s stock option plan will be subject to the rules and policies of any stock exchange on which the common shares are listed. The total number of common shares of the Company that will be issued pursuant to the Company’s stock option plan will not exceed 10% of the issued and outstanding shares of the Company at any given time. Options granted under the Company’s stock option plan are not assignable.
9
The changes in options and options outstanding for the period ended March 31, 2007 are as follows:
| Nine months ended March 31, 2007 |
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| Number of |
| Weighted |
| |
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Balance, beginning of period |
| 653,640 |
| $ | 7.50 |
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Granted |
| 169,030 |
| 10.20 |
| |
Exercised |
| (27,759 | ) | 7.50 |
| |
Forfeited |
| (21,388 | ) | 7.50 |
| |
Balance, end of period |
| 773,523 |
| $ | 8.09 |
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The 773,523 options outstanding have exercise prices ranging from $7.50 to $10.40 with a weighted average life remaining of 5.4 years. As of March 31, 2007, 271,953 options are exercisable with an exercise price of $7.50 (June 30, 2006, 104,700 with an exercise price of $7.50).
(c) Stock-based compensation
For all stock options granted, the Company determined compensation costs based on the estimated fair values at the grant date of the share options as prescribed under CICA Handbook Section 3870. The estimated fair value of the stock options is amortized to stock-based compensation expense over the options’ vesting period in accordance with guidance provided in the CICA Handbook for graded vesting options. The stock-based compensation expense was $130 and $538 for the three month and nine month periods ended March 31, 2007, respectively ($200 and $728 for three months ending and nine months ending March 31, 2006).
The Black-Scholes option pricing model was used to estimate the fair value of the stock options. The weighted average estimated fair value for the common share options on the grant date was $3.29 per option. Management used the following assumptions within the Black-Scholes option pricing model:
Expected weighted average option life |
| 4.26 years |
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Risk-free rate of return |
| 3.9% - 5.5% |
|
Volatility factor |
| 36% - 47% |
|
Expected dividends |
| — |
|
5. DIVIDENDS
On November 13, 2006 the Company declared a dividend of $0.04 per common share with a record date of November 22, 2006. The dividend was paid December 15, 2006.
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6. SEGMENTED FINANCIAL INFORMATION
The Company’s operations include two reportable segments. The product segment designs, develops and distributes electronic communications products to cable, wireless and telephony markets. The service segment provides cable television and Internet services in Ontario, Saskatchewan, Alberta and British Columbia. Inter-segment transactions take place on terms that approximate fair values. The majority of the Company’s operations, employees and assets are located in Canada. The following highlights key financial information for the operations of these segments.
| Three months ended March 31, 2007 |
| |||||||||||
|
| Product |
| Services |
| Inter- |
| Total |
| ||||
Sales |
| $ | 22,379 |
| $ | 1,934 |
| $ | (194 | ) | $ | 24,119 |
|
Cost of sales |
| 13,829 |
| 673 |
| (26 | ) | 14,476 |
| ||||
Gross margin |
| 8,550 |
| 1,261 |
| (168 | ) | 9,643 |
| ||||
Operating expenses |
| 4,505 |
| 1,684 |
| (30 | ) | 6,159 |
| ||||
Operating income |
| 4,045 |
| (423 | ) | (138 | ) | 3,484 |
| ||||
Foreign exchange (loss) gains |
| 68 |
| — |
| — |
| 68 |
| ||||
Other income |
| 391 |
| 4 |
| — |
| 395 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Income (loss) before income taxes |
| 4,504 |
| (419 | ) | (138 | ) | 3,947 |
| ||||
Income taxes |
| 1,423 |
| 107 |
| (50 | ) | 1,480 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Net income |
| $ | 3,081 |
| $ | (526 | ) | $ | (88 | ) | $ | 2,467 |
|
|
|
|
|
|
|
|
|
|
| ||||
Total assets |
| $ | 100,503 |
| $ | 10,292 |
| $ | (10,224 | ) | $ | 100,571 |
|
| Three months ended March 31, 2006 |
| |||||||||||
|
| Product |
| Services |
| Inter-segment |
| Total |
| ||||
Sales |
| $ | 19,969 |
| $ | 1,624 |
| $ | (179 | ) | $ | 21,414 |
|
Cost of sales |
| 13,009 |
| 663 |
| (152 | ) | 13,520 |
| ||||
Gross margin |
| 6,960 |
| 961 |
| (27 | ) | 7,894 |
| ||||
Operating expenses |
| 2,731 |
| 1,364 |
| (80 | ) | 4,015 |
| ||||
Operating income |
| 4,229 |
| (403 | ) | 53 |
| 3,879 |
| ||||
Foreign exchange gains |
| 278 |
| — |
| — |
| 278 |
| ||||
Other income |
| 465 |
| 9 |
| — |
| 474 |
| ||||
Income (loss) before income taxes |
| 4,972 |
| (394 | ) | 53 |
| 4,631 |
| ||||
Income taxes |
| 1,723 |
| (230 | ) | — |
| 1,493 |
| ||||
Net income (loss) |
| $ | 3,249 |
| $ | (164 | ) | $ | 53 |
| $ | 3,138 |
|
|
|
|
|
|
|
|
|
|
| ||||
Total assets |
| $ | 81,619 |
| $ | 18,330 |
| $ | (16,803 | ) | $ | 83,146 |
|
11
| Nine months ended March 31, 2007 |
| |||||||||||
|
| Product |
| Services |
| Inter- |
| Total |
| ||||
Sales |
| $ | 62,358 |
| $ | 5,510 |
| $ | (440 | ) | $ | 67,428 |
|
Cost of sales |
| 39,720 |
| 2,048 |
| (176 | ) | 41,592 |
| ||||
Gross margin |
| 22,638 |
| 3,462 |
| (264 | ) | 25,836 |
| ||||
Operating expenses |
| 12,549 |
| 4,511 |
| (60 | ) | 17,000 |
| ||||
Operating income |
| 10,089 |
| (1,049 | ) | (204 | ) | 8,836 |
| ||||
Foreign exchange gains |
| 153 |
| — |
| — |
| 153 |
| ||||
Other income |
| 1,073 |
| 13 |
| — |
| 1,086 |
| ||||
Income (loss) before income taxes |
| 11,315 |
| (1,036 | ) | (204 | ) | 10,075 |
| ||||
Income taxes |
| 3,826 |
| (67 | ) | (66 | ) | 3,693 |
| ||||
Net income (loss) before extraordinary gain |
| 7,489 |
| (969 | ) | (138 | ) | 6,382 |
| ||||
Extraordinary gain |
| 6,452 |
| 97 |
| — |
| 6,549 |
| ||||
Net income (loss) |
| $ | 13,941 |
| $ | (872 | ) | $ | (138 | ) | $ | 12,931 |
|
Total assets |
| $ | 100,503 |
| $ | 10,292 |
| $ | (10,224 | ) | $ | 100,571 |
|
| Nine months ended March 31, 2006 |
| |||||||||||
|
| Product |
| Services |
| Inter- |
| Total |
| ||||
Sales |
| $ | 53,696 |
| $ | 4,668 |
| $ | (281 | ) | $ | 58,083 |
|
Cost of sales |
| 34,563 |
| 2,112 |
| (185 | ) | 36,490 |
| ||||
Gross margin |
| 19,133 |
| 2,556 |
| (96 | ) | 21,593 |
| ||||
Operating expenses |
| 7,395 |
| 3,977 |
| (80 | ) | 11,292 |
| ||||
Operating income |
| 11,738 |
| (1,421 | ) | (16 | ) | 10,301 |
| ||||
Foreign exchange gains |
| 750 |
| — |
| — |
| 750 |
| ||||
Other income |
| 720 |
| 47 |
| — |
| 767 |
| ||||
Income (loss) before income taxes |
| 13,208 |
| (1,374 | ) | (16 | ) | 11,818 |
| ||||
Income taxes |
| 4,404 |
| (530 | ) | — |
| 3,874 |
| ||||
Net income (loss) |
| $ | 8,804 |
| $ | (844 | ) | $ | (16 | ) | $ | 7,944 |
|
Total assets |
| $ | 81,619 |
| $ | 18,330 |
| $ | (16,803 | ) | $ | 83,146 |
|
12
Geographical:
| Three months ended March 31, |
| Nine months ended March 31, |
| |||||||||
|
| 2007 |
| 2006 |
| 2007 |
| 2006 |
| ||||
Sales |
|
|
|
|
|
|
|
|
| ||||
Canada |
| $ | 2,974 |
| $ | 2,984 |
| $ | 7,512 |
| $ | 8,836 |
|
United States |
| 3,627 |
| 1,940 |
| 11,418 |
| 7,132 |
| ||||
Thailand |
| 9,049 |
| 10,806 |
| 28,917 |
| 30,800 |
| ||||
Israel |
| 7,457 |
| 4,308 |
| 17,174 |
| 7,928 |
| ||||
Other |
| 1,012 |
| 1,376 |
| 2,407 |
| 3,387 |
| ||||
|
| $ | 24,119 |
| $ | 21,414 |
| $ | 67,428 |
| $ | 58,083 |
|
7. SUBSEQUENT EVENTS
Effective May 2, 2007, Vecima acquired 100% of the outstanding shares of Spectrum Signal Processing Inc. (SSP). SSP designs and distributes software defined radios to a variety of customers. The transaction has been accounted for by the purchase method, with the results of operations included in these consolidated financial statements from the date of acquisition. The aggregate purchase price of $18,318 was satisfied with $10,069 cash and 820,000 common shares that had a preliminary market value of $10.06.
The purchase price allocation is based on preliminary and will change once the closing costs and the final fair market value of the assets and liabilities is determined.
| Spectrum |
| ||
Net identifiable assets acquired at fair values: |
|
|
| |
Accounts receivable |
| $ | 2,400 |
|
Inventory |
| 1,530 |
| |
Future tax assets |
| 25,912 |
| |
Total assets acquired |
| 29,842 |
| |
Accounts payable and accrued liabilities |
| (2,355 | ) | |
Total liabilities assumed |
| (2,355 | ) | |
Net assets acquired |
| $ | 27,487 |
|
|
|
|
| |
Consideration |
| $ |
|
|
Cash |
| 10,075 |
| |
Shares |
| 8,249 |
| |
Less cash of acquired operations |
| (590 | ) | |
Total consideration |
| 17,734 |
| |
Excess of net assets purchased over consideration paid |
| $ | 9,753 |
|
In accordance with Canadian generally accepted accounting principles, the excess of the fair value of assets acquired and liabilities assumed over the purchase price will be presented as an extraordinary item on the consolidated statement of income.
13
On April 11, 2007 Vecima incorporated Vecima Telecom India Private Limited to commence software development activities in India.
8. COMPARATIVE FIGURES
Certain of the prior period’s comparative figures have been reclassified to conform to the current period’s presentation.
14
VECIMA NETWORKS INC.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
Three months and nine months ended March 31, 2007
(in thousands of dollars)
formerly
Forward-looking statements
This document may contain forward-looking statements relating to our operations or to the environment in which we operate, which are based on our operations, estimates, forecasts and projections. These statements are not guarantees of future performance and involve risks and uncertainties that are difficult to predict, and/or are beyond our control. A number of important factors could cause actual outcomes and results to differ materially from those expressed in these forward-looking statements. These factors include those set forth under the heading “Risk Factors” in the Company’s Annual Information Form dated September 27, 2006, a copy of which is available at www.sedar.com. Consequently, readers should not place undue reliance on such forward-looking statements. In addition, these forward-looking statements relate to the date on which they are made. Vecima disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Investor relations
Mike Barry
Chief Financial Officer
Phone (250) 881-1982
Facsimile (250) 881-1974
e-mail mike.barry@vecimanetworks.com
Listing
The common shares of Vecima are traded on the Toronto Stock Exchange under the symbol “VCM”.
Transfer Agent
Computershare Investor Services Inc.
Auditors
Deloitte & Touche LLP, Saskatoon
Solicitors
Bull, Housser & Tupper LLP, Vancouver
15