U.S. Securities and Exchange Commission
Washington, D.C. 20549
Form 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended July 31, 1997
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[_] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission file number 0-24454
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Wave Technologies International, Inc.
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(Exact name of small business issuer as specified in its charter)
Missouri 43-1481443
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(State or other jurisdiction of incorporation or organization) (IRS Employer ID No.)
10845 Olive Boulevard, Suite 250, Saint Louis, Missouri 63141
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(Address of principal executive offices)
(314) 995-5767
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(Issuer's telephone number)
n/a
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(Former name, former address and former fiscal year, if changed since last
report)
Check whether the issuer (1) filed all the reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes X No
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APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: The issuer had 3,959,942 shares of
common stock, par value $.50,
outstanding as of September 8,
1997
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Transitional Small Business Disclosure Format (check one): Yes No X
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WAVE TECHNOLOGIES INTERNATIONAL, INC.
Table of Contents
Form 10-Q for the Quarterly Period
Ended July 31, 1997
PART I FINANCIAL INFORMATION Page
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Item 1. Financial Statements (Unaudited)
Consolidated Balance Sheets at July 31, 1997,
and April 30, 1997 3
Consolidated Statements of Operations for the
three months ended July 31, 1997 and 1996 4
Consolidated Statements of Cash Flows for the
three months ended July 31, 1997 and 1996 5
Notes to Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis or Plan of Operation 7
PART II OTHER INFORMATION
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Item 6. Exhibits and Reports on Form 8-K 11
SIGNATURES
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WAVE TECHNOLOGIES INTERNATIONAL, INC.
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
April 30 July 31
1997 1997
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ASSETS
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Current assets:
Cash and cash equivalents $ 948,280 $ 993,177
Accounts receivable (less allowance of $446,000 and
$416,000, respectively) 7,107,651 5,321,605
Inventory 785,011 867,150
Prepaid expenses 475,949 665,604
Other current assets 169,305 169,305
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Total current assets 9,486,196 8,016,841
Property, plant & equipment - net 3,956,964 4,083,057
Prepaid direct mail cost 558,025 474,385
Deferred courseware 1,653,993 1,921,840
Other assets 839,348 1,066,401
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Total assets $16,494,526 $15,562,524
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LIABILITIES AND SHAREHOLDERS' EQUITY
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Current liabilities:
Accounts payable $ 2,489,814 $ 2,362,450
Accrued expenses 1,408,946 1,461,599
Deferred revenue 4,098,761 3,277,615
Bank line-of-credit - 445,000
Current portion of long-term debt and capital lease obligations
Related party 280,099 252,418
Other 76,451 72,445
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Total current liabilities 8,354,071 7,871,527
Long-term debt
Related party 147,020 114,980
Other 94,766 79,604
Accrued rent liability 297,987 233,584
Common shareholders' equity:
Common stock, $.50 par value, authorized 20,000,000 shares;
issued, 3,933,459 and 3,959,942 shares; outstanding, 3,926,102
and 3,952,585 shares 1,966,729 1,979,971
Additional paid-in capital 7,038,285 7,105,656
Accumulated deficit (1,468,461) (1,917,645)
Cumulative translation adjustment 78,827 109,545
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Total 7,615,380 7,277,527
Less treasury stock, at cost (7,357 shares) (14,698) (14,698)
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Total common shareholders' equity 7,600,682 7,262,829
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Total liabilities and shareholders' equity $16,494,526 $15,562,524
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WAVE TECHNOLOGIES INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
Three Months Ended
July 31
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1996 1997
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Revenues:
Publishing $ 2,794,175 $ 3,438,520
Instructor-led training 2,402,484 2,917,024
Custom Solutions 1,470,381 1,508,393
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Total revenues 6,667,040 7,863,937
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Cost and Expenses:
Cost of services, products and development 3,283,105 4,467,684
Sales and marketing 1,725,427 2,225,168
General and administrative 1,418,512 1,846,197
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Total costs and expenses 6,427,044 8,539,049
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Income/(loss) from Operations 239,996 (675,112)
Other income/(expenses) - net (22,351) (14,072)
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Income/(loss) before tax 217,645 (689,184)
Provision for income taxes - (240,000)
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Net Income/(loss) $ 217,645 $ (449,184)
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Net income/(loss) per common shares $ 0.06 $ (0.11)
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Weighted average common shares 3,951,559 3,946,700
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WAVE TECHNOLOGIES INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED JULY 31
(UNAUDITED)
1996 1997
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CASH FLOWS FROM OPERATING ACTIVITIES:
Net income/(loss) $ 217,645 $ (449,184)
Adjustments to reconcile net income/(loss) to net cash
used in operating activities
Depreciation and amortization 410,620 583,800
Barter activity (104,651) (68,488)
Deferred Tax Credit - -
Loss on disposal of capital assets 108 -
Other 17,617 30,716
Net changes in other assets and liabilities:
Accounts receivable 228,188 1,786,046
Inventory (31) (82,139)
Other current assets 12,655 (189,655)
Prepaid direct mail (35,082) 83,640
Deferred courseware 1,625 (267,847)
Other assets (4,246) (270,756)
Accounts payable (74,857) (127,363)
Accrued expenses 58,447 52,653
Deferred charges (241,400) (885,549)
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Net cash from (used) in operating activities 486,638 195,874
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CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (110,286) (597,703)
Disposal of capital equipment 1,712 -
Acquisition of ETI, Inc. - -
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Net cash used in investing activities (108,574) (597,703)
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CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock - net - 80,613
Proceeds from borrowings under line of credit - net (228,000) 445,000
Proceeds from term loan - -
Repayments of notes payable (55,303) (59,719)
Payments of capital lease obligations (7,918) (19,168)
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Net cash provided by financing activities (291,221) 446,726
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NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 86,843 44,897
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 747,064 948,280
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CASH AND CASH EQUIVALENTS, END OF PERIOD $ 833,907 $ 993,177
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE I. - GENERAL
The financial information herein is unaudited. However, in the opinion of
management, such information reflects all adjustments (consisting only of normal
recurring accruals) necessary for a fair presentation of the results of
operation for the period being reported. Additionally, it should be noted that
the accompanying condensed consolidated financial statements do not purport to
contain complete disclosures in conformity with generally accepted accounting
principles.
The results of operations for the three months ended July 31, 1997, are not
necessarily indicative of the results of operations for the full year.
These condensed consolidated financial statements should be read in conjunction
with the Company's consolidated financial statements for the year ended April
30, 1997, and the notes thereto.
The Company has reclassified certain 1997 fiscal year accounts to conform to
current year presentation.
NOTE II. - DEBT
On January 5, 1996, the Company issued a three-year term note to a bank in the
amount of $600,000, bearing interest at 9.25% per year, secured by certain of
Wave's equipment. The Company's operating line of credit of is with the same
bank, and was increased from $2,000,000 to $2,500,000 effective September 1,
1997. It bears interest at the bank's prime rate and is secured by the
Company's accounts receivable, inventory and equipment. The Chairman of the
Board of the bank is a member of the Board of Directors of the Company.
NOTE III. - EARNINGS PER SHARE
Net income per common share is computed by dividing net income by the weighted
average number of shares of common stock and common share equivalents. The
earnings per share calculation for fiscal 1997 included dilutive stock options
along with the average number of common shares outstanding. For the first
quarter of fiscal 1998, such potentially dilutive securities have not been
included in the calculation as a result of their anti-dilutive effect.
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Item 2. Management's Discussion and Analysis or Plan of Operations.
Overview
The Company designs, develops and delivers technical training programs
addressing data communications, networking, Internet/Intranet and client/server
computing technologies. Wave provides both self-study and instructor-led
programs. By integrating these delivery formats and providing on-line distance
learning support, the Company believes it has a unique and highly effective
approach.
Three Months Ended July 31, 1997 Compared To
Three Months Ended July 31, 1996
Total revenues increased $1,197,000, or 18%, in the quarter ended July 31,
1997, to $7,864,000 from $6,667,000 in the same quarter in fiscal 1997.
International revenues accounted for approximately 23% of Wave's total revenues
in the quarter ended July 31, 1997, compared to 19% in the same quarter in
fiscal 1997.
Publishing revenues increased $644,000, or 23%, from $2,794,000 for the
fiscal 1997 quarter to $3,439,000, and increased slightly as a percentage of
total revenues to 44% from 42% in the same quarter in fiscal 1997. Although
publishing revenues increased compared to the comparable quarter in the prior
fiscal year, the Company's publishing revenues decreased from levels in the last
quarter of 1997, partially as the result of slower sales in anticipation of
Wave's release of new versions of its Microsoft products.
Instructor-led training ("ILT") revenues increased to $2,917,000 from
$2,402,000 in the same quarter in fiscal 1997, and increased slightly as a
percentage of total revenues to 37%, compared to 36% in the same quarter of the
prior year. Domestic ILT revenues increased $363,000, or 22%, and international
ILT revenues increased $152,000, or 20%, as Wave's London training center
operated at capacity. The Company opened a second London facility in September
of 1997, but has no current plans to open additional centers domestically or
internationally.
Custom solutions revenues increased only slightly, by 3%, from the same
period in fiscal 1997, and decreased as a percentage of total revenues to 19%,
compared to 22% in the first quarter of fiscal 1997. Custom solutions
revenues for the first quarter of fiscal 1997 included $551,000 of revenues from
GTE University, compared to only $400,000 of revenues from GTE University in the
first quarter of fiscal 1998. Custom solutions revenues in any particular
quarter can be significantly affected by the timing of such services.
Cost of services, products and development increased $1,185,000, or 36%, in
the quarter ended July 31, 1997, to $4,468,000, and increased as a percentage of
total revenues to 57% from 49% in the same quarter in fiscal 1997. Domestic
cost of services, products and development increased by $949,000, or 33%, while
cost of services for international operations increased $236,000 or 64%,
primarily to support continued growth in international operations and revenues.
Salaries, commissions, and related payroll costs represented the most
significant increase, of $522,000, including a $71,000 increase in international
payroll costs, for additional personnel to support continued growth. Temporary
labor costs also increased significantly, as Wave used outside contractors on
several Custom solutions projects. International production and shipping costs
increased 36% compared to the same period in the prior year, while total
production and shipping costs increased $313,000, or 52%, for increased product
sales and to purchase third-party products for use in an ILT curriculum.
Depreciation expense for the quarter increased $52,000, or 39%, reflecting
additional equipment purchases over the past year. Amortization of courseware
development expenses increased by $49,000, while the capitalization of
courseware development expenses, which reduces cost of services, increased by
$129,000.
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Total sales and marketing expenses for the quarter ended July 31, 1997,
increased $500,000, or 29%, to $2,225,000, from the same quarter in fiscal 1997,
and increased as a percentage of total revenues, to 28% from 26%. Supporting
continued growth in international sales, international sales and marketing
expenses increased by $126,000, or 33%. Total sales and marketing payroll
expenses increased by $200,000, including a $107,000 increase in international
sales and marketing payroll costs for increased sales staff to support
international growth and the opening of Wave's additional London training
facility in September of 1997. Direct mail expenses, which are capitalized and
amortized over six months, increased $137,000 over the same period last year,
and included a $34,000, or 89%, increase in international direct mail expense.
Advertising and promotional expenses also increased $110,000 or 110%, related to
promotions of Wave's Technical Solutions Workshop product offerings.
General and administrative expenses increased $428,000, or 30%, to
$1,846,000 for the first quarter of fiscal 1998, and increased as a percentage
of total revenues to 23% from 21%. Depreciation expense represented the largest
increase, $119,000, or 50%, as the result of the addition of new equipment.
Telephone expense increased $63,000, or 42%, primarily for expanded data
services to the Company's training centers. The Company also incurred an
additional $37,000, compared to the same period in fiscal 1997, for personnel
recruiting costs related to continued expansion of its direct sales force.
The Company recognized a net loss of $449,000, or $.11 per share, for the
first quarter of fiscal 1998, compared to net income of $218,000, or $.06 per
share for the quarter ended July 31, 1996. During the quarter, Wave incurred
expenses at budgeted levels, comparable to levels in the fourth quarter of
fiscal 1997. The shortfall in revenues from planned levels and from the prior
quarter, resulted in the loss. The revenue variance related solely to
publishing sales, primarily in Wave's Microsoft NT curriculum. Two factors
contributed to the shortfall. The Company was unable to recognize initial
licensing fees from a significant contract with IBM during the quarter ended
July 31, 1997. Wave is introducing a new version of its MCSE self-study
curriculum, its most significant product line, in September of 1997. As a
result, the Company reduced end of quarter sales of those products to its
distribution channel, and also significantly reduced advertising and marketing
of its Microsoft products from the last quarter of fiscal 1997.
Liquidity and Capital Resources
The Company's net cash balance at July 31, 1997, was $993,000, compared to
$948,000 at April 30, 1997. Total accounts receivable decreased significantly,
by $1,786,000, to $5,322,000 at July 31, 1997, as the Company collected amounts
billed in fiscal 1997, and those amounts were not entirely replaced by sales in
the first quarter of fiscal 1998. Wave also reduced accounts payable, by
$128,000, from $2,490,000 at April 30, 1997 to $2,362,000 at July 31, 1997.
Prepaid expenses increased $190,000, or 40%, at July 31, 1997, compared to the
end of fiscal 1997, as Wave paid federal alternative minimum tax with its fiscal
1997 tax return extension.
Prepaid direct mail decreased by $84,000, to $474,000 at July 31, 1997.
While prepaid advertising appears as an asset on the balance sheet, that amount
will be expensed over the following six months. Similarly, deferred revenue is
booked as a liability, but the $3,278,000 in deferred revenue at July 31, 1997,
will be recognized as revenues over the next twelve months. This amount
represents an $821,000 decrease in deferred revenue from the fiscal year end as
Wave recognized more deferred revenue during the quarter than it replaced.
In September of 1997, the Company increased its existing line of credit by
$500,000, to $2,500,000. See Note II of Notes to Consolidated Financial
Statements. Wave had drawn $445,000 on the line of credit at quarter end,
compared to no balance at the end of fiscal 1997. The Company had overnight
borrowing balances on the line 37 times during the first quarter of fiscal 1997,
compared to 11 times during the same quarter in fiscal 1997.
Wave believes that cash generated from operations, together with existing
cash balances, additional planned equipment leases and its available credit
line, should be sufficient to satisfy the Company's cash requirements for the
next several months.
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PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits:
3.1 Articles of Incorporation, as amended and restated (filed as
Exhibit 3.1 to Registrant's Registration Statement on Form SB-2
(File No. 33-80556) and incorporated herein by reference, as
amended)
3.2 Restated Bylaws (filed as Exhibit 3.2 to Registrant's Annual
Report on Form 10-KSB for the fiscal year ended April 30, 1997,
and incorporated herein by reference)
4.1 Specimen Stock Certificate (filed as Exhibit 4.1 to
Registrant's Registration Statement on Form SB-2 (File No.
33-80556) and incorporated herein by reference)
4.2 Warrant Agreement, including Form of Representatives' Warrant
(filed as Exhibit 4.2 to Registrant's Registration Statement on
Form SB-2 (File No. 33-80556) and incorporated herein by
reference)
10.1 Employment dated June 25, 1997, between the Company
and J. Michael Bowles (filed as Exhibit 10.1 to Registrant's
Annual Report on Form 10-KSB for the fiscal year ended April
30, 1997, and incorporated herein by reference)
10.2 Service Agreement dated June 1, 1994, by and between the
Company and John A. Kirkham (filed as Exhibit 10.2 to
Registrant's Registration Statement on Form SB-2 (File No.
33-80556) and incorporated herein by reference)
10.3 Amended and Restated 1993 Stock Option Plan (filed as Exhibit
10.3 to Registrant's Registration Statement on Form SB-2 (File
No. 33-80556) and incorporated herein by reference)
10.4 Wave Technologies International, Inc. Outside Directors Stock
Option Plan (filed as Exhibit 10.4 to Registrant's annual
report on Form 10-KSB for the fiscal year ended April 30, 1995,
and incorporated herein by reference)
10.5 Distribution Agreement between the Company and Ingram Micro,
Inc., dated April 19, 1996 (filed as Exhibit 10.8 to
Registrant's annual report on Form 10-KSB for the fiscal year
ended April 30, 1995, and incorporated herein by reference)
10.6 Stock Purchase Agreement between the Company and Radnor Venture
Partners, L.P. (filed as Exhibit 10.9 to Registrant's
Registration Statement on Form SB-2 (File No. 33-80556) and
incorporated herein by reference)
10.7 Agreement between the Company and Radnor Venture Partners,
L.P., dated April 30, 1994 (filed as Exhibit 10.10 to
Registrant's Registration Statement on Form SB-2 (File No.
33-80556) and incorporated herein by reference)
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10.8 Amendment Agreement between the Company and Radnor Venture Partners,
L.P., dated May 31, 1994 (filed as Exhibit 10.11 to Registrant's
Registration Statement on Form SB-2 (File No. 33-80556) and
incorporated herein by reference)
10.9 $2,000,000 Line of Credit Note to Commerce Bank, National Association,
dated September 1, 1996 (filed as Exhibit 10.9 to Registrant's
Quarterly Report on Form 10-QSB for the quarter ended October 31, 1996
and incorporated herein by reference)
10.10 General Loan and Security Agreement between Commerce Bank, National
Association, and the Company, dated as of August 31, 1995 (filed as
Exhibit 10.15 to Registrant's Quarterly Report on Form 10Q-SB for the
quarter ended October 31, 1995, and incorporated herein by reference)
10.11 First Amendment to General Loan and Security Agreement, dated as of
January 5, 1996, between the Company and Commerce Bank, National
Association (filed as Exhibit 10.13 to Registrant's Quarterly Report
on Form 10-QSB for the quarter ended January 31, 1996, and
incorporated herein by reference)
10.12 $600,000 Note dated January 5, 1996, to Commerce Bank, National
Association (filed as Exhibit 10.14 to Registrant's Quarterly Report
on Form 10Q-SB for the quarter ended January 31, 1996 and incorporated
herein by reference)
10.13 Wave Technologies International, Inc. 1995 Stock Option Plan (filed as
Exhibit 4.3 to Registrant's Registration Statement on Form S-8 (File
No. 33-98462) and incorporated herein by reference)
10.14 Second Amendment to General Loan and Security Agreement between the
Company and Commerce Bank, National Association, dated as of September
1, 1996 (filed as Exhibit 10.13 to Registrant's Quarterly Report on
Form 10-QSB for the quarter ended October 31, 1996, and incorporated
herein by reference)
10.16 Waveware License Agreement between the Company and SHL Systemhouse
Corp., dated as of January 30, 1996 (filed as Exhibit 10.19 to
Registrant's Quarterly Report on Form 10Q-SB for the quarter ended
January 31, 1996 and incorporated herein by reference)
10.17 Courseware License Agreement effective as of July 31, 1997, between
the Company and International Business Machines Corporation
(b) Reports on Form 8-K - The registrant did not file any reports on Form 8-K
during the fiscal quarter ended July 31, 1997.
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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned thereunto duly
authorized.
Wave Technologies International, Inc.
Dated: September 12, 1997 By: J. Michael Bowles
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J. Michael Bowles, Chief Financial Officer
Principal Accounting and
Financial Officer and Duly Authorized Officer)
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