Form 6-K DRAGONWAVE INC For: Feb 28
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
Report Of Foreign Private Issuer
Pursuant To Rule 13a-16 Or 15d-16 Of
The Securities Exchange Act Of 1934
FOR THE MONTH OF MAY, 2015
COMMISSION FILE NUMBER: 001-34491
DRAGONWAVE INC. (Translation of registrant's name into English) |
411 Legget Drive, Suite 600 Ottawa, Ontario, K2K 3C9 Canada (Address of principal executive office) |
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
ý Form 20-F o Form 40-F
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:
o Yes ý No
If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):
n/a
The following exhibits are issued by DragonWave Inc.:
Exhibit Number |
Description
|
||
---|---|---|---|
99.1 | Consolidated financial statements and notes thereto for the year ended February 28, 2015 | ||
99.2 | Management's Discussion and Analysis for the three and twelve months ended February 28, 2015 | ||
99.3 | Press Release dated May 12, 2015 |
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
DRAGONWAVE INC. (Registrant) |
|||
|
By: |
/s/ Russell Frederick |
||
Date: May 12, 2015 |
SIGNATURES
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INDEPENDENT AUDITORS' REPORT OF REGISTERED PUBLIC ACCOUNTING FIRM
To
the Shareholders of
DragonWave Inc.
We have audited the accompanying consolidated financial statements of DragonWave Inc., which comprise the consolidated balance sheets as at February 28, 2015 and 2014, and the consolidated statements of operations, comprehensive loss, changes in equity and cash flows for each of the years in the two-year period ended February 28, 2015, and a summary of significant accounting policies and other explanatory information.
Management's responsibility for the consolidated financial statements
Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with United States generally accepted accounting principles, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
Auditors' responsibility
Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with Canadian generally accepted auditing standards and the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditors' judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditors consider internal control relevant to the entity's preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.
We believe that the audit evidence we have obtained in our audits is sufficient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of DragonWave Inc. as at February 28, 2015 and 2014, and the results of its operations and its cash flows for each of the years in the two-year period ended February 28, 2015 in accordance with United States generally accepted accounting principles.
Other matter
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), DragonWave's internal control over financial reporting as of February 28, 2015, based on the criteria established in Internal Control Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (1992 Framework) and our report dated May 12, 2015 expressed an unqualified opinion on DragonWave Inc.'s internal control over financial reporting.
Ottawa,
Canada
May 12, 2015
/s/
Ernst & Young LLP
Chartered Professional Accountants
Licensed Public Accountants
1 -- Page
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To
the Board of Directors and Shareholders of:
DragonWave Inc.
We have audited DragonWave Inc.'s internal control over financial reporting as of February 28, 2015, based on criteria established in Internal Control Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (1992 Framework) (the COSO criteria). DragonWave Inc.'s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying reports from management. Our responsibility is to express an opinion on the company's internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with United States generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company's assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, DragonWave Inc. maintained, in all material respects, effective internal control over financial reporting as of February 28, 2015 based on the COSO criteria.
We also have audited, in accordance with Canadian generally accepted auditing standards and the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of DragonWave Inc. as at February 28, 2015 and 2014, and the consolidated statements of operations, comprehensive loss, changes in equity and cash flows for each of the years in the two-year period ended February 28, 2015 of DragonWave Inc. and our report dated May 12, 2015 expressed an unqualified opinion thereon.
Ottawa,
Canada
May 12, 2015
/s/
Ernst & Young LLP
Chartered Professional Accountants
Licensed Public Accountants
2 -- Page
CONSOLIDATED BALANCE SHEETS
Expressed in US $000's except share amounts
|
Note | As at February 28, 2015 |
As at February 28, 2014 |
|||||||
---|---|---|---|---|---|---|---|---|---|---|
Assets |
||||||||||
Current Assets |
||||||||||
Cash and cash equivalents |
4 | 23,692 | 18,992 | |||||||
Trade receivables |
5 | 48,626 | 17,408 | |||||||
Inventory |
6 | 24,294 | 30,416 | |||||||
Other current assets |
7 | 5,834 | 5,909 | |||||||
Deferred tax asset |
18 | 61 | 69 | |||||||
|
102,507 | 72,794 | ||||||||
Long Term Assets |
||||||||||
Property and equipment |
8 | 4,322 | 3,168 | |||||||
Deferred tax asset |
18 | 1,485 | 1,536 | |||||||
Deferred financing cost |
11 | 18 | 60 | |||||||
Intangible assets |
9 | 794 | 1,635 | |||||||
Goodwill |
9 | 11,927 | 11,927 | |||||||
|
18,546 | 18,326 | ||||||||
Total Assets |
121,053 | 91,120 | ||||||||
Liabilities |
||||||||||
Current Liabilities |
||||||||||
Accounts payable and accrued liabilities |
10 | 40,163 | 29,964 | |||||||
Deferred revenue |
830 | 984 | ||||||||
Capital lease obligation |
3, 13 | 514 | 1,795 | |||||||
|
41,507 | 32,743 | ||||||||
Long Term Liabilities |
||||||||||
Debt facility |
11 | 32,400 | 15,000 | |||||||
Other long term liabilities |
12 | 1,139 | 574 | |||||||
Warrant liability |
14, 20 | 1,239 | 1,360 | |||||||
|
34,778 | 16,934 | ||||||||
Commitments |
16 | |||||||||
Shareholders' equity |
||||||||||
Capital stock |
14 | 220,952 | 198,593 | |||||||
Contributed surplus |
14 | 8,388 | 7,118 | |||||||
Deficit |
14 | (175,921 | ) | (154,505 | ) | |||||
Accumulated other comprehensive loss |
14 | (9,618 | ) | (9,682 | ) | |||||
Total Shareholders' equity |
43,801 | 41,524 | ||||||||
Non-controlling interests |
3 | 967 | (81 | ) | ||||||
Total Equity |
44,768 | 41,443 | ||||||||
Total Liabilities and Equity |
121,053 | 91,120 | ||||||||
Shares issued & outstanding |
14 | 75,290,818 | 58,008,746 |
(Signed) CLAUDE HAW Director |
(Signed) LORI O'NEILL Director |
See accompanying notes
3 -- Page
CONSOLIDATED STATEMENTS OF OPERATIONS
Expressed in US $000's except share and per share amounts
|
|
Year Ended | ||||||||
---|---|---|---|---|---|---|---|---|---|---|
|
Note | February 28, 2015 |
February 28, 2014 |
|||||||
REVENUE |
21 | 157,766 | 90,011 | |||||||
Cost of sales |
6 | 129,772 | 79,348 | |||||||
Gross profit |
27,994 | 10,663 | ||||||||
EXPENSES |
||||||||||
Research and development |
16,812 | 19,948 | ||||||||
Selling and marketing |
13,975 | 13,201 | ||||||||
General and administrative |
5 | 16,930 | 17,087 | |||||||
|
47,717 | 50,236 | ||||||||
Loss before amortization of intangible assets and other items |
(19,723 | ) | (39,573 | ) | ||||||
Amortization of intangible assets |
9 | (1,188 | ) | (1,900 | ) | |||||
Accretion expense |
(168 | ) | (222 | ) | ||||||
Interest expense |
11, 20 | (1,557 | ) | (1,750 | ) | |||||
Warrant issuance expenses |
14 | (221 | ) | (662 | ) | |||||
Gain on change in estimate |
67 | 2,759 | ||||||||
Gain on contract amendment |
3 | | 5,702 | |||||||
Gain on sale of fixed assets |
18 | | ||||||||
Fair value adjustment warrant liability |
14 | 2,007 | 3,235 | |||||||
Foreign exchange gain (loss) |
846 | (1,530 | ) | |||||||
Loss before income taxes |
(19,919 | ) | (33,941 | ) | ||||||
Income tax expense |
18 | 717 | 398 | |||||||
Net Loss |
(20,636 | ) | (34,339 | ) | ||||||
Net (Income) Loss Attributable to Non-Controlling Interest |
(884 | ) | 97 | |||||||
Net Loss applicable to shareholders |
(21,520 | ) | (34,242 | ) | ||||||
Net loss per share |
||||||||||
Basic |
15 | (0.32 | ) | (0.83 | ) | |||||
Diluted |
15 | (0.32 | ) | (0.83 | ) | |||||
Weighted Average Shares Outstanding |
||||||||||
Basic |
15 | 68,111,696 | 41,438,383 | |||||||
Diluted |
15 | 68,111,696 | 41,438,383 |
See accompanying notes
4 -- Page
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
Expressed in US $000's except share and per share amounts
|
Year Ended | ||||||
---|---|---|---|---|---|---|---|
|
February 28, 2015 |
February 28, 2014 |
|||||
Net Comprehensive Loss |
(20,636 | ) | (34,339 | ) | |||
Total Comprehensive (Loss) Income attributable to: |
|||||||
Shareholders of the Company |
(21,520 | ) | (34,242 | ) | |||
Non-controlling interest |
884 | (97 | ) | ||||
|
(20,636 | ) | (34,339 | ) | |||
See accompanying notes
5 -- Page
CONSOLIDATED STATEMENTS OF CASH FLOWS
Expressed in US $000's
|
|
Year ended | ||||||||
---|---|---|---|---|---|---|---|---|---|---|
|
Note | February 28, 2015 |
February 28, 2014 |
|||||||
Operating Activities |
||||||||||
Net Loss |
(20,636 | ) | (34,339 | ) | ||||||
Items not affecting cash |
||||||||||
Amortization of property and equipment |
8 | 2,320 | 4,648 | |||||||
Amortization of intangible assets |
8 | 1,188 | 1,900 | |||||||
Accretion expense |
168 | 222 | ||||||||
Bad debt expense |
160 | 541 | ||||||||
Interest expense |
28 | 719 | ||||||||
Gain on change in estimate |
3 | (67 | ) | (2,759 | ) | |||||
Gain on contract amendment |
3 | (530 | ) | (5,702 | ) | |||||
Fair value adjustment warrant liability |
14 | (2,007 | ) | (3,235 | ) | |||||
Stock-based compensation |
1,270 | 1,278 | ||||||||
Unrealized foreign exchange loss |
913 | 294 | ||||||||
Deferred income tax expense |
| 398 | ||||||||
Inventory impairment |
2,771 | 1,078 | ||||||||
|
(14,422 | ) | (34,957 | ) | ||||||
Changes in non-cash working capital items |
17 | (17,215 | ) | 11,055 | ||||||
|
(31,637 | ) | (23,902 | ) | ||||||
Investing Activities |
||||||||||
Acquisition of property and equipment |
(3,474 | ) | (1,000 | ) | ||||||
Acquisition of intangible assets |
(347 | ) | (764 | ) | ||||||
|
(3,821 | ) | (1,764 | ) | ||||||
Financing Activities |
||||||||||
Capital lease obligation |
(739 | ) | (1,436 | ) | ||||||
Contribution by non-controlling interest in DW-HFCL |
3 | 164 | | |||||||
Warrant liability |
2,551 | 6,425 | ||||||||
Deferred financing cost |
| (60 | ) | |||||||
Debt facility |
11 | 17,400 | | |||||||
Issuance of common shares net of issuance costs |
21,695 | 17,127 | ||||||||
|
41,071 | 22,056 | ||||||||
Effect of foreign exchange on cash and cash equivalents |
(913 | ) | (357 | ) | ||||||
Net increase (decrease) in cash and cash equivalents |
4,700 |
(3,967 |
) |
|||||||
Cash and cash equivalents at beginning of period |
18,992 |
22,959 |
||||||||
Cash and cash equivalents at end of period |
23,692 |
18,992 |
||||||||
Cash paid during the period for interest |
1,190 |
1,030 |
||||||||
Cash paid during the period for taxes |
802 | 10 | ||||||||
See accompanying notes
6 -- Page
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
Expressed in US $000's except common share amounts
|
Common Shares |
Capital Stock |
Contributed Surplus |
Deficit | AOCL | Non- Controlling Interest |
Equity | |||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Balance at February 28, 2013 |
38,048,297 | $ | 179,429 | $ | 6,047 | $ | (120,263 | ) | $ | (9,682 | ) | $ | 16 | $ | 55,547 | |||||||
Stock-based compensation |
| | 1,278 | | | | $ | 1,278 | ||||||||||||||
Exercise of stock options |
313,914 | 595 | (208 | ) | | | | $ | 387 | |||||||||||||
Public offering |
11,910,000 | 16,671 | | | | | $ | 16,671 | ||||||||||||||
Exercise of warrants |
7,700,009 | 1,830 | | | | | $ | 1,830 | ||||||||||||||
Other |
36,526 | 68 | 1 | | | | $ | 69 | ||||||||||||||
Net (Loss)/Income |
| | | (34,242 | ) | | (97 | ) | $ | (34,339 | ) | |||||||||||
Balance at February 28, 2014 |
58,008,746 | $ | 198,593 | $ | 7,118 | $ | (154,505 | ) | $ | (9,682 | ) | $ | (81 | ) | $ | 41,443 | ||||||
Stock-based compensation |
| | 1,270 | | | | $ | 1,270 | ||||||||||||||
Public offering |
15,927,500 | 21,631 | | | | | $ | 21,631 | ||||||||||||||
Exercise of warrants |
1,301,057 | 664 | | | | | $ | 664 | ||||||||||||||
Other |
53,515 | 64 | | 104 | 64 | | $ | 232 | ||||||||||||||
Other comprehensive loss |
| | | | | 164 | $ | 164 | ||||||||||||||
Net (Loss)/Income |
| | | (21,520 | ) | | 884 | $ | (20,636 | ) | ||||||||||||
Balance at February 28, 2015 |
75,290,818 | $ | 220,952 | $ | 8,388 | $ | (175,921 | ) | $ | (9,618 | ) | $ | 967 | $ | 44,768 | |||||||
See accompanying notes
7 -- Page
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 the Canada Business Corporations Act in February 2000, is a provider of high-capacity packet microwave solutions that drive next-generation IP networks.
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.
The Company's warrants issued from the public issuance on August 1, 2014 are traded on the Toronto Stock Exchange under the symbol DWI.WT and on the NASDAQ Global Market under the symbol DRWIW.
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. LTD., incorporated in Singapore, DragonWave S.r.l, incorporated in Italy, DragonWave S.a r.l., incorporated in Luxembourg, DragonWave Comericio de Equipamentos De Telecommunicacao Ltda., incorporated in Brazil, DragonWave Telecommunication Technology (Shanghai) Co., Ltd., incorporated in China, DragonWave Mexico S.A. de C.V., incorporated in Mexico, Axerra Networks Asia Pacific Limited, incorporated in Hong Kong, and DragonWave Inc.'s majority owned subsidiary, DragonWave HFCL India Private Ltd. 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 necessary to present fairly the financial position as at February 28, 2015 and 2014 and the results of operations, cash flows and changes in equity for the years ended February 28, 2015 and 2014.
2. SIGNIFICANT ACCOUNTING POLICIES
Use of accounting estimates
The preparation of the consolidated financial statements in conformity with U.S. GAAP requires the Company's management to make estimates that affect the reported amounts of assets and liabilities and disclosure of contingent amounts of assets and liabilities as at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods presented. Actual results could differ from the estimates made by management.
The following include estimates by management: allowance for doubtful accounts, inventory allocations, inventory provisions, accrued liabilities, warranty provisions, warrant liability, property and equipment amortization, tax valuation allowance, impairment of intangible assets and goodwill, vendor specific objective evidence, estimated selling price and estimated returns as it relates to revenue recognition, and stock-based compensation.
These estimates and assumptions are based on management's historical experience, best knowledge of current events and conditions and actions that the Company may undertake in the future. Certain of these estimates require subjective or complex judgments by management about matters that are uncertain and changes in those estimates could materially impact the amounts reported in the consolidated financial statements and accompanying notes.
Foreign currency translation
The Company's operations and balances denominated in foreign currencies, including those of its foreign subsidiaries which are primarily a direct and integral component or extension of the Company's operations, are translated into US dollars (USD) using the following: monetary assets and liabilities are translated at the period
8 -- Page
DragonWave Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Expressed in US $000's except share and per share amounts
2. SIGNIFICANT ACCOUNTING POLICIES (Continued)
end exchange rate, non-monetary assets are translated at the historical exchange rate, and revenue and expense items are translated at the average exchange rate. Gains or losses resulting from the translation adjustments are included in income (loss).
Revenue recognition
The Company derives revenue from the sale of broadband wireless backhaul equipment which includes embedded software and a license to use said software and extended product warranties. Software is considered to be incidental to the product. Services range from installation and training to basic consulting. Revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred and there are no significant remaining vendor obligations, collection of receivables is reasonably assured and the fee is fixed and determinable. Where final acceptance of the product is specified by the customer, revenue is deferred until acceptance criteria have been met.
The Company's business agreements may also contain multiple elements. Accordingly, the Company is required to determine the appropriate accounting, including whether the deliverables specified in a multiple element arrangement should be treated as separate units of accounting for revenue recognition purposes, the fair value of these separate units of accounting and when to recognize revenue for each element. For arrangements involving multiple elements, the Company allocates revenues to each element based on a selling price hierarchy. The selling price for a deliverable is based on its vendor specific objective evidence ("VSOE") if available, third party evidence ("TPE") if VSOE is not available, or estimated selling price ("ESP") if neither VSOE nor TPE is available. In multiple element arrangements, revenues are allocated to each separate unit of accounting for each of the deliverables using the relative selling prices of each of the deliverables in the arrangement based on the aforementioned selling price hierarchy. The Company has determined the selling price for both the undelivered items and the delivered items using ESP.
The Company generates revenue through direct sales and sales to distributors. The Company defers the recognition of a portion of sales to distributors based on estimated stock rotation granted to customers on products in the same period the related revenues are recorded. These estimates are based on historical sales returns; stock rotations and other known factors.
Revenue associated with extended warranty and advanced replacement warranty is recognized ratably over the life of the contracted service.
Revenue from engineering services or development agreements is recognized according to the specific terms and acceptance criteria as services are rendered.
The Company accrues estimated potential product liability as warranty costs when revenue on the sale of equipment is recognized. Warranty costs are calculated on a percentage of revenue per month based on current actual warranty costs and return experience.
Shipping and handling costs borne by the Company are recorded in cost of sales. Shipping and handling costs charged to customers are recorded as revenue, if billed at the time of shipment. Costs charged to customers after delivery are recorded in cost of sales.
The Company generates revenue through royalty agreements as a result of the use of its Intellectual Property. Royalty revenue is recognized as it is earned.
9 -- Page
DragonWave Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Expressed in US $000's except share and per share amounts
2. SIGNIFICANT ACCOUNTING POLICIES (Continued)
Cash and cash equivalents
The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.
Financial instruments
The Company classifies its financial instruments as assets held at fair value, loans and receivables, other financial liabilities, or liabilities held at fair value. The classification depends on the purpose for which the financial instruments were acquired, their characteristics and management's intent. Management determines the classification of financial assets and liabilities at initial recognition and the classification is not changed subsequent to initial recognition.
The Company designated its cash and cash equivalents and foreign exchange contracts as assets held at fair value which are measured at fair value, with changes in fair value being recorded in net earnings. Trade receivables and other receivables have been classified as loans and receivables which are measured at amortized cost. Accounts payable, accrued liabilities and the debt facility have been classified as other financial liabilities, which are measured at amortized cost. Liabilities held at fair value include the warrant liability which is measured at fair value, with changes in fair value being recorded in net earnings.
Transaction costs directly attributable to the acquisition of financial assets are recorded in net loss in the period in which they are incurred.
Inventory
Inventory is valued at the lower of cost and net realizable value ["NRV"]. The cost of inventory is calculated on a standard cost basis, which approximates average actual cost. NRV is determined as the market value for finished goods, replacement cost for raw materials, and finished goods market value less cost to complete for work in progress inventory.
We regularly review inventory quantities on hand and record a provision for excess and obsolete inventory based on factors including our estimated forecast of product demand, the stage of the product life cycle and production requirements for the units in question.
We carry inventory for the purposes of supporting our product warranty. Standard warranty is typically 13 to 36 months but we earn revenue by providing enhanced and extended warranty and repair service during and beyond the standard warranty period. Customer service inventory consists of both component parts and finished units.
Indirect manufacturing costs and direct labour expenses are allocated systematically to the total production inventory.
Income taxes
Income taxes are accounted for using the liability method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are determined based on differences between the tax and accounting basis of assets and liabilities as well as for the benefit of losses available to be carried forward to future years for tax purposes that are more likely than not to be realized. Deferred income tax assets and liabilities are measured using enacted tax rates that apply to taxable income in the years in which temporary differences are expected to be recovered or settled. The Company provides a valuation allowance against its deferred tax assets when it believes that it is more likely than not that the assets will not be realized.
10 -- Page
DragonWave Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Expressed in US $000's except share and per share amounts
2. SIGNIFICANT ACCOUNTING POLICIES (Continued)
The Company determines whether it is more likely than not that an uncertain tax position will be sustained upon examination by the tax authorities. The tax benefit of any uncertain tax position that meets the more likely than not recognition threshold is calculated as the largest amount that is more than 50% likely of being realized upon successful resolution. To the extent a full benefit is not expected to be realized, an income tax liability is effectively established. The Company recognizes accrued interest and penalties on unrecognized tax benefits as interest expense.
Management periodically reviews the Company's provision for income taxes and valuation allowance to determine whether the overall tax estimates are reasonable. When management performs its quarterly assessments of the provision and valuation allowance, it may be determined that an adjustment is required. This adjustment may have a material impact on the Company's financial position and results of operations.
Property and equipment
Property and equipment are stated at cost. Depreciation is calculated using the straight-line method over the anticipated useful lives of the assets as follows:
Test equipment |
4 years | |
Research and development equipment |
5 years | |
Computer hardware |
2 years | |
Production fixtures |
3 years | |
Leasehold improvements |
5 years | |
Furniture and fixtures |
5 years | |
Communication equipment |
3 years | |
Other |
3 - 5 years |
Management evaluates the carrying value of its property and equipment assets whenever events or changes in circumstances indicate that the carrying value may not be recoverable. To the extent the estimated undiscounted future net cash inflows attributable to the asset are less than the carrying amount, an impairment loss is recognized. The amount of impairment loss to be recorded is the difference between the asset's carrying value and fair value.
Goodwill and intangible assets
Intangible assets include Infrastructure Systems Software and Computer Software and are amortized over their estimated useful life of 2 and 3 years. Management evaluates the carrying value of its intangible assets whenever events or changes in circumstances indicate that the carrying value may not be recoverable. To the extent the estimated undiscounted future net cash inflows attributable to the asset are less than the carrying amount, an impairment loss is recognized. The amount of impairment loss to be recorded is the difference between the asset's carrying value and the net discounted estimated future cash flows.
Goodwill represents the excess of the purchase price over the estimated fair value of net tangible and intangible assets acquired in business combinations. The Company reviews the carrying value of goodwill on an annual basis or more frequently if circumstances indicate that it is more likely than not that the fair value of the goodwill is below its carrying amount. The goodwill impairment test is a three-step process which requires management to make judgmental assumptions regarding fair value. The first step in the impairment test is to assess qualitative factors to determine whether it is necessary to perform the subsequent two steps of the goodwill impairment test. The second step consists of estimating the fair value of our reporting unit. When the fair value of the reporting unit exceeds its carrying amount, goodwill of the reporting unit is considered not to be
11 -- Page
DragonWave Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Expressed in US $000's except share and per share amounts
2. SIGNIFICANT ACCOUNTING POLICIES (Continued)
impaired and the third step of the impairment test is unnecessary. If the fair value is less than the carrying amount, the Company compares the implied fair value of the goodwill, determined as if a purchase had just occurred, to the carrying amount to determine the amount of impairment charge to be recorded. Changes in the estimates and assumptions used in assessing the projected cash flows could materially affect the results of management's evaluation.
Share based compensation plan and employee share purchase plan
The Company has a Share based compensation plan and an employee share purchase plan which is described in note 14. The Company accounts for stock options granted to employees using the fair value method. In accordance with the fair value method, the Company recognizes estimated compensation expense related to stock options over the vesting period of the options granted, with the related credit being charged to contributed surplus.
The Company launched an employee share purchase plan 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%. Proceeds from employees are received and the cost of the matching shares are recorded in share capital, with the related debit applied to contributed surplus at the time the shares are issued. The shares contributed by the Company will vest 12 months after issuance with a corresponding compensation expense recognized in income (loss).
Expenses
The Company defines general and administrative expenses to be administrative, finance, and operational costs. Selling and marketing expenses are defined as costs related to worldwide sales, marketing and product management. Research and development costs are defined as costs related to research and development related activities.
Research and development
Research costs are expensed as incurred. Development costs are expensed as incurred unless they meet generally accepted accounting criteria for deferral and amortization. Development costs incurred prior to establishment of technological feasibility do not meet these criteria, and are expensed as incurred.
Income (loss) per share
Basic income (loss) per share is calculated by dividing net (income) loss available to Common shareholders by the weighted average number of Common shares outstanding during the period. For all periods presented, the net income (loss) available to Common shareholders equates to the net income (loss).
In the computation of diluted earnings per share, the Company includes the number of additional common shares that would have been outstanding if the dilutive potential equity instruments had been issued.
Non-controlling interest
Non-controlling interest consists of the minority owned portion of the Company's 50.1% owned subsidiary, DragonWave HFCL India Private Limited.
12 -- Page
DragonWave Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Expressed in US $000's except share and per share amounts
2. SIGNIFICANT ACCOUNTING POLICIES (Continued)
ACCOUNTING POLICIES ADOPTED IN THE CURRENT FISCAL YEAR
Parent's Accounting for the Cumulative Translation Adjustment Upon Derecognition of Certain Subsidiaries or Groups of Assets Within a Foreign Entity or of an Investment in a Foreign Entity
In March 2013, the FASB issued ASU 2013-05, "Foreign Currency Matters." ASU 2013-05 resolves the diversity in practice about whether Subtopic 810-10, "Consolidation Overall", or Subtopic 830-30 "Foreign Currency Matters, Translation of Financial Statements", applies to the release of the cumulative translation adjustment into net income when a parent either sells a part or all of its investment in a foreign entity or no longer holds a controlling financial interest in a subsidiary or group of assets that is a nonprofit activity or a business (other than a sale of in substance real estate or conveyance of oil and gas mineral rights) within a foreign entity. In addition, the amendments in ASU 2013-05 resolve the diversity in practice for the treatment of business combinations achieved in stages (sometimes also referred to as step acquisitions) involving a foreign entity. ASU 2013-05 became effective for the Company on March 1, 2014. The adoption did not have an impact on the Company's consolidated financial statements.
Obligations Resulting From Joint and Several Liability Arrangements for Which the Total Amount of the Obligation Is Fixed at the Reporting Date
In February 2013, the FASB issued ASU No. 2013-04, "Liabilities (Topic 405): Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation Is Fixed at the Reporting Date" ("ASU 2013-04"). ASU 2013-04 provides guidance for the recognition, measurement and disclosure of obligations resulting from joint and several liability arrangements for which the total amount of the obligation within the scope of this ASU is fixed at the reporting date. The guidance requires an entity to measure those obligations as the sum of the amount the reporting entity agreed to pay on the basis of its arrangement among its co-obligors as well as any additional amount the reporting entity expects to pay on behalf of its co-obligors. ASU 2013-04 also requires an entity to disclose the nature and amount of those obligations. The ASU became effective for the Company on March 1, 2014. The adoption did not have an impact on the Company's consolidated financial statements.
Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists
In June 2013, the FASB issued ASU No. 2013-11, "Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists" ("ASU 2013-11"). The amendments provide guidance on the presentation of unrecognized tax benefits and will better reflect the manner in which an entity would settle at the reporting date any additional income taxes that would result from the disallowance of a tax position when net operating loss carryforwards, similar tax losses, or tax credit carryforwards exist. The amendments in this ASU became effective for the Company on March 1, 2014. The adoption did not have an impact on the Company's consolidated financial statements.
FUTURE ACCOUNTING PRONOUNCEMENTS
In May 2014, the FASB issued ASU No. 2014-9, "Revenue from Contracts with Customers". The amendments in this Update create Topic 606, Revenue from Contracts with Customers, and supersede the revenue recognition requirements in Topic 605, Revenue Recognition, including most industry-specific revenue recognition guidance throughout the Industry Topics of the Codification. In addition, the amendments supersede the cost guidance in Subtopic 605-35, Revenue Recognition-Construction-Type and Production-Type
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DragonWave Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Expressed in US $000's except share and per share amounts
2. SIGNIFICANT ACCOUNTING POLICIES (Continued)
Contracts, and create new Subtopic 340-40, Other Assets and Deferred Costs-Contracts with Customers. In April 2015, the FASB decided to propose a one-year deferral of the effective date by one year for fiscal years beginning after December 15, 2017, with early adoption permitted. The Company is currently assessing the impact this amendment will have on the Company's consolidated financial statements.
In June 2014, the FASB issued ASU No. 2014-12, "Compensation Stock Compensation". The amendments apply to reporting entities that grant their employees share-based payments in which the terms of the award provide that a performance target can be achieved after the requisite service period. The amendments in this ASU are effective for fiscal years beginning after December 15, 2015, early adoption permitted. The Company does not expect the adoption of this guidance to have a material effect on the Company's Consolidated Financial Statements.
In August 2014, the FASB issued ASU No. 2014-15, "Presentation of Financial Statements Going Concern". The update provides U.S. GAAP guidance on management's responsibility in evaluating whether there is substantial doubt about a company's ability to continue as a going concern and about related footnote disclosures. For each reporting period, management will be required to evaluate whether there are conditions or events that raise substantial doubt about a company's ability to continue as a going concern within one year from the date the financial statements are issued. The amendments in this ASU are effective for reporting periods beginning after December 15, 2016, early adoption permitted. The Company does not expect the adoption of this guidance to have a material effect on the Company's consolidated financial statements.
In January 2015, the FASB issued ASU No. 2015-01, "Income Statement Extraordinary and Unusual Items". The amendments objective is to simplify the income statement presentation requirements in Subtopic 225-20 by eliminating the concept of extraordinary items. The amendments in this ASU are effective for fiscal years beginning after December 15, 2015, early adoption permitted. The Company does not expect the adoption of this guidance to have a material effect on the Company's Consolidated Financial Statements.
3. BUSINESS COMBINATIONS
Nokia Solutions and Networks' Microwave Transport Business
On June 1, 2012 the Company announced the closing of the acquisition of the microwave transport business of Nokia Siemens Networks (whose name was changed to Nokia Solutions and Networks, also referred to as NSN, in August 2013 in connection with the acquisition of Nokia Corporation of Siemens' 50% stake in Nokia Siemens Networks, was recently renamed Networks and now operates under the Nokia brand, and is referred to herein as "Nokia" or "Nokia's Networks 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.à.r.l and Nokia dated May 3, 2012. The terms "Nokia" or "Nokia's Networks business" are used interchangeably herein to refer to Nokia Solutions Networks or NSN.
On April 10, 2013, the Company announced changes to its existing operational framework with Nokia. In line with the renewed framework, the Company will continue to be the preferred, strategic supplier to Nokia of packet microwave and related products, and the companies will jointly coordinate technology development activities.
The Company also recorded a liability included in accounts payable and accrued liabilities, based on management's estimate, for a termination fee valued at $8,668 at May 31, 2013 and scheduled to be paid in several tranches. Under the terms of the renewed framework, on April 12, 2013 Nokia paid $13,843 to the Company which settled the balance of the Company's contingent receivable. Nokia took on additional
14 -- Page
DragonWave Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Expressed in US $000's except share and per share amounts
3. BUSINESS COMBINATIONS (Continued)
commitments and costs so that DragonWave can continue to develop and supply microwave products. The Italian services agreement, pursuant to which Nokia has provided research & development and certain other services to DragonWave since June 1, 2012, was terminated. As a result, the Company reduced accounts payable by $13,258. Capital assets with a net book value of $628 and the corresponding capital lease obligation associated with the Italian operations in the amount of $1,323 was also eliminated by the Company during the year ended February 28, 2014. The net impact of these items resulted in a gain on contract amendment of $5,285 in the statement of operations during the year ended February 28, 2014. During the year ended February 28, 2014, the Company also reduced a capital lease obligation associated with its operations in India by $417 based on a revised agreement.
The net impact of these items resulted in a gain of $5,702 in the consolidated statement of operations in the year ended February 28, 2014.
During the year ended February 28, 2014, the Company reduced its estimated liability for the termination fee based on a change in estimate. The Company has also reduced an accrued liability that was recorded upon the acquisition of the microwave transport business of NSN (now Nokia) which was based on a change in estimate. The net impact of these items resulted in a gain in change of estimate of $2,970 in the statement of operations in the year ended February 28, 2014.
During the first quarter of fiscal 2015, the Company revised the estimated termination fee and also entered into a revised payment schedule with Nokia consisting of quarterly payments through fiscal year 2015 and 2016. This led to a gain of $101 recorded in the statement of operations. The first payment in the amount of $694 was made in May 2014 and second payment for $1,344 in August 2014. During the third quarter of 2015, the final invoice related to the termination fee was received from Nokia and resulted in a gain of $200. This is shown as a change of estimate in the statement of operations. The third scheduled payment of $1,249 was made in the fourth quarter of 2015. The total termination fee liability is valued at $4,383 as at February 28, 2015 (short term: $4,227 and long term: $156). [2014 $9,085 entirely classified as short term].
During the year ended February 28, 2015 the Company negotiated a reduction in capital lease payments to Nokia resulting in a $530 gain on contract amendment. As part of the same overall arrangement, the amount was offset by a related expense associated with the modification of an existing supply contract.
Disposition of DragonWave Limited
On January 22, 2013, the Company sold all of its shares of DragonWave Ltd ("DWL"), incorporated in Israel. The shares were sold for a nominal amount. Under the share purchase agreement, the Company has a liability to pay certain future obligations. During the year ended February 28, 2014, the Company reduced the contingent liability by $342 based on a change in circumstance which is included in the consolidated statement of operations as a change in estimate. As at February 28, 2014, the Company has extinguished both the discounted liability and the maximum potential liability.
As at February 28, 2014, under the terms of a supply and services agreement, the Company has an opportunity to earn an additional $5,068 based on business performance subsequent to the disposition for which the Company has recorded a receivable of $52 which represents management's estimate of the amounts to be collected based on the discounted forecasted future cash inflows. A reduction in the receivable of $553 was included in the consolidated statement of operations as a change in estimate during the year ended February 28, 2014.
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DragonWave Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Expressed in US $000's except share and per share amounts
3. BUSINESS COMBINATIONS (Continued)
DragonWave HFCL India Private Limited
Non-controlling interest consists of the minority owned portion of the Company's 50.1% owned subsidiary, DragonWave HFCL India Private Limited. During the year ended February 28, 2015, the minority owner, HFCL, made a capital contribution of $164. The Company had contributed its portion during the year ended February 28, 2014.
4. CASH AND CASH EQUIVALENTS
The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.
|
as at February 28, 2015 | as at February 28, 2014 | |||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Native Currency
|
Domestic Currency |
Foreign Exchange Rate to USD |
USD Amount | % of total | USD Amount | % of total | |||||||||||||
US Dollar |
15,010 | 1.000 | 15,010 | 63.5% | 16,934 | 89.2% | |||||||||||||
Canadian Dollar |
5,135 | 0.800 | 4,106 | 17.4% | 979 | 5.2% | |||||||||||||
Indian Rupee |
154,287 | 0.016 | 2,497 | 10.4% | 90 | 0.5% | |||||||||||||
Mexican Peso |
13,729 | 0.067 | 919 | 3.9% | 33 | 0.2% | |||||||||||||
Euro |
537 | 1.121 | 602 | 2.5% | 235 | 1.2% | |||||||||||||
Other |
558 | 2.3% | 721 | 3.7% | |||||||||||||||
Total Cash & Cash Equivalents |
23,692 | 100.0% | 18,992 | 100.0% | |||||||||||||||
TOTAL |
23,692 | 100.0% | 18,992 | 100.0% | |||||||||||||||
As at February 28, 2015, the Company is required to have a minimum of $10,000 held at Comerica Bank [2014 $10,000].
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.
|
February 28, 2015 |
February 28, 2014 |
|||||
---|---|---|---|---|---|---|---|
Trade Receivables (gross) |
49,295 | 17,936 | |||||
Allowance for doubtful accounts |
(669 | ) | (528 | ) | |||
Trade Receivables (net) |
48,626 | 17,408 | |||||
As at February 28, 2015, two customers exceeded 10% of the total receivable balance. These customers represented 37% and 34% of the trade receivables balance [2014 one customer represented 56% of the trade receivables balance].
Included in general and administrative expenses is an expense of $160 related to bad debt expense for the year ended February 28, 2015 [2014 expense of $541].
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DragonWave Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Expressed in US $000's except share and per share amounts
6. INVENTORY
Inventory is comprised of the following:
|
February 28, 2015 |
February 28, 2014 |
|||||
---|---|---|---|---|---|---|---|
Raw Materials |
7,469 | 6,368 | |||||
Work in Progress |
577 | 696 | |||||
Finished Goods |
13,709 | 20,748 | |||||
Total Production Inventory |
21,755 | 27,812 | |||||
Inventory held for customer service/warranty |
2,539 | 2,604 | |||||
Total Inventory |
24,294 | 30,416 | |||||
Cost of sales for the year ended February 28, 2015 was $129,772 [2014 $79,348], which included $115,309 of product costs [2014 $74,327]. The remaining costs of $14,463 [2014 $5,021] related principally to warehousing, freight, warranty, overhead and other direct costs of sales.
For the year ended February 28, 2015, the Company recognized an impairment loss on inventory of $2,771 [2014 $1,078]. This impairment loss related primarily to raw material and finished goods for certain older product lines.
The Company allocates overhead and labour to inventory. Included in cost of goods sold for the year ended February 28, 2015 was overhead allocations of $3,860 [2014 $3,283]. Included in inventory at February 28, 2015 was overhead allocations of $461 [2014 $1,400].
7. OTHER CURRENT ASSETS
Other current assets are comprised of the following:
|
February 28, 2015 |
February 28, 2014 |
|||||
---|---|---|---|---|---|---|---|
Deposits on inventory |
1,240 | 1,345 | |||||
Prepaid expenses |
2,082 | 1,759 | |||||
Indirect taxes (net) |
1,079 | 614 | |||||
Income tax receivable |
390 | | |||||
Deferred financing costs |
55 | 176 | |||||
Receivable from Contract Manufacturers and other items |
988 | 2,015 | |||||
Total other current assets |
5,834 | 5,909 | |||||
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DragonWave Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Expressed in US $000's except share and per share amounts
8. PROPERTY AND EQUIPMENT
|
February 28, 2015 | February 28, 2014 | |||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Cost | Accumulated Amortization |
Net Book Value |
Net Book Value |
|||||||||
Test and research & development equipment |
23,517 | 20,461 | 3,056 | 2,214 | |||||||||
Computer hardware |
3,507 | 3,247 | 260 | 267 | |||||||||
Production fixtures |
2,141 | 1,480 | 661 | 245 | |||||||||
Leasehold improvements |
1,058 | 912 | 146 | 139 | |||||||||
Furniture and fixtures |
852 | 707 | 145 | 168 | |||||||||
Communication equipment |
288 | 280 | 8 | 14 | |||||||||
Other |
375 | 329 | 46 | 121 | |||||||||
Total |
31,738 | 27,416 | 4,322 | 3,168 | |||||||||
Depreciation expense relating to the above property and equipment was allocated to operating expenses as follows:
|
February 28, 2015 |
February 28, 2014 |
|||||
---|---|---|---|---|---|---|---|
Research and development ("R&D") |
1,067 | 3,573 | |||||
Selling and marketing ("S&M") |
56 | 67 | |||||
General and administrative ("G&A") |
1,197 | 1,008 | |||||
Total |
2,320 | 4,648 | |||||
Depreciation expense includes amortization of assets recorded under capital lease.
9. INTANGIBLE ASSETS AND GOODWILL
Intangible assets and goodwill are apportioned as follows:
|
February 28, 2015 | February 28, 2014 | ||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Cost | Accumulated Amortization |
Impairment | Net Book Value |
Net Book Value |
|||||||||||
Infrastructure Systems Software and Computer Software |
6,639 | 5,845 | | 794 | 1,635 | |||||||||||
Goodwill |
11,927 | | | 11,927 | 11,927 |
For the year ended February 28, 2015, the Company recognized amortization of intangible assets of $1,188 [2014 $1,900 of which $598 was amortization of Customer Relationships during the year]. The Company estimates that it will recognize $454 and $340 respectively for the next two succeeding years.
The Company conducts its annual impairment test in its second fiscal quarter and any other time when indicators of impairment exist. The analysis for fiscal 2015 and 2014 did not result in any impairment loss. The goodwill impairment test is a three-step process: the first is a qualitative assessment, the second and third are quantitative tests which require the Company make assumptions regarding fair value. The Company believed
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DragonWave Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Expressed in US $000's except share and per share amounts
9. INTANGIBLE ASSETS AND GOODWILL (Continued)
that there were qualitative factors in-place that would suggest that the second quantitative test would need to be performed because of the existence of losses realized over successive quarters.
The second step consisted of calculating the fair value of the aggregated reporting unit using both a market-based approach and an estimate of discounted future cash flows. In applying the market-based approach the Company calculated its market capitalization using values from a reasonable time period around the date of the impairment test. The Company applied a control premium that was identified using recent comparable transactions. In applying the discounted cash flow methodology, the Company relied on a number of factors, including future business plans, actual and forecasted operating results, and market data. The significant assumptions employed under this method include discount rates; revenue growth rates, including assumed terminal growth rates; and operating margins used to project future cash flows for a reporting unit. The discount rates utilized reflect market-based estimates of capital costs and discount rates adjusted for management's assessment of a market participant's view with respect to other risks associated with the projected cash flows of the individual reporting unit. Management's estimates were based upon assumptions believed to be reasonable, but which by nature are uncertain and unpredictable. Because the second step indicated that no impairment existed, the third step of the process was not required.
10. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
Accounts Payable and Accrued Liabilities are apportioned as follows:
|
February 28, 2015 |
February 28, 2014 |
|||||
---|---|---|---|---|---|---|---|
Trade payables |
23,474 | 12,684 | |||||
Accrued liabilities |
9,394 | 5,452 | |||||
Termination fee |
4,227 | 9,085 | |||||
Payroll related accruals |
2,076 | 1,769 | |||||
Warranty accrual |
335 | 506 | |||||
Income taxes payable |
657 | 468 | |||||
Total Accounts Payable and Accrued Liabilities |
40,163 | 29,964 | |||||
Warranty accrual:
Within 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.
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DragonWave Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Expressed in US $000's except share and per share amounts
10. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Continued)
The following table details the changes in the warranty liability for the respective years ended:
|
February 28, 2015 |
February 28, 2014 |
|||||
---|---|---|---|---|---|---|---|
Balance at beginning of the period |
619 | 825 | |||||
Accruals |
1,031 | 750 | |||||
Utilization |
(972 | ) | (956 | ) | |||
Ending Balance |
678 | 619 | |||||
Short term portion |
335 | 506 | |||||
Long term portion |
343 | 113 |
11. DEBT FACILITY
The Company has established a long term credit facility with Comerica Bank and Export Development Canada. As at February 28, 2015, this asset based credit facility was for a total of $40,000 plus $4,000 for letters of credit and foreign exchange facilities. Credit availability is subject to ongoing compliance with borrowing covenants and short term assets on hand. The Company had drawn $32,400 on the facility as at February 28, 2015 [2014 $15,000], and $1,864 against its letter of credit facility.
The credit facility which was extended on January 6, 2014, matures on June 1, 2016 and is secured by a first priority charge on all of the assets of DragonWave and its principal direct and indirect subsidiaries. The terms of the credit facility include other customary terms, conditions, covenants, and representations and warranties, consistent with the facility already in place. 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% to 4% above the applicable base rates. Direct costs associated with obtaining the debt facility such as closing fees, registration and legal expenses have been capitalized and will be amortized over the 30 month term of the facility. During the year-ended February 28, 2014 the weighted average debt outstanding was $20,304 [2014 $15,000] and the Company recognized $1,401 in interest expense related to the debt facility [2014 $1,016] and expensed $187 in deferred financing cost [2014 $622].
The credit facility contains financial covenants including minimum tangible net worth requirements, holding a minimum of $10,000 within the Company's lenders (Comerica Bank) operating account, and minimum liquidity ratio requirements. The credit facility also imposes certain restrictions on the Company's ability to acquire capital assets above a threshold over a trailing six month period. Certain of the Company's assets, including accounts receivable, inventory, and equipment, are pledged as collateral.
The Company was in breach of one of its covenants in February 2014, March 2014 and April 2014. DragonWave obtained a waiver for these breaches which eliminated any acceleration of repayment of the Company's obligation and amended the terms of the facility on May 13, 2014. The Company is in compliance with all covenants as at February 28, 2015.
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DragonWave Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Expressed in US $000's except share and per share amounts
12. OTHER LONG TERM LIABILITIES
Other long term liabilities are apportioned as follows:
|
February 28, 2015 |
February 28, 2014 |
|||||
---|---|---|---|---|---|---|---|
Warranty accrual |
343 | 113 | |||||
Deferred revenue |
578 | 461 | |||||
Termination fee |
156 | | |||||
Capital lease obligation |
62 | | |||||
Total Other Long Term Liabilities |
1,139 | 574 | |||||
13. CAPITAL LEASES
As at February 28, 2015 the Company has capital assets classified as Test Equipment with a cost value of $899, accumulated amortization of $92 and a net book value of $807. The amortization of these assets are included in the Company's depreciation expense and totaled $92 for the year ended February 28, 2015. Total future minimum lease payments under capital leases are $576 of which $62 is classified as long term.
As at February 28, 2014 the Company had capital assets which were acquired as part of the microwave transport business of Nokia Siemens Networks classified as Test Equipment with a net book value of $500 and associated capital lease obligation of $1,795. These capital assets which were originally acquired as part of the NSN acquisition were fully amortized and the remaining obligation fully eliminated during the year ended February 28, 2015 [2014 Amortization $2,113].
There was no interest expense associated with the capital lease during the year ended February 28, 2015 [2014 $98] and accretion expense of $55 [2014 $222] for the year ended February 28, 2015.
14. SHAREHOLDERS' EQUITY
Number of shares authorized
The Company has an unlimited amount of common shares authorized for issuance.
On September 23, 2013 the Company completed a public equity offering. Under the terms of the offering, the Company issued and sold 11,910,000 units at $2.10 for aggregate gross proceeds of $25,011. After deducting commissions and listing expenses, the Company realized net proceeds of $22,434. Each unit consisted of one common share of the Company and three quarters of one warrant. Each whole warrant entitles the holder to purchase one common share of the Company at an exercise price of U.S. $2.70 per share until September 23, 2018, subject to certain adjustments. As at September 23, 2013 the Company recognized a liability in the amount of $6,425 for the warrants, see Warrants section for further details.
On August 1, 2014 the Company completed a public equity offering. Under the terms of the offering, the Company issued and sold 15,927,500 units at $1.80 CDN for aggregate gross proceeds of $28,670 CDN. After deducting commissions and listing expenses, the Company realized net proceeds of $23,960 USD ($26,184 CND). Each unit consisted of one common share of the Company and one half of one warrant. Each whole warrant entitles the holder to purchase one common share of the Company at an exercise price of $2.25 CND per share until August 1, 2016. Upon issuance, the Company recognized a liability in the amount of $2,551 for the warrants, see Warrants section for further details.
21 -- Page
DragonWave Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Expressed in US $000's except share and per share amounts
14. SHAREHOLDERS' EQUITY (Continued)
Share Based Compensation Plan
The Company had previously established the DragonWave Inc. Key Employee Stock Option/Stock Issuance Plan (the "previous plan") applicable to full-time employees, directors and consultants of the Company for purchase of common shares. 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 six years, or upon termination of employment. The maximum number of Common Shares issuable under the previous plan was 10% of the Common Shares issued and outstanding.
On June 20, 2014 the Shareholders approved the adoption of a new Share Based Compensation Plan (the "Plan") to replace the previous Key Employee Stock Option/Stock Issuance Plan. The Share Based Compensation Plan includes provision for granting of performance share units ("PSUs"), restricted share units ("RSUs"), deferred share units ("DSUs"), Bonus Shares (as defined in the Share Based Compensation Plan) and options to purchase Common Shares. Settlement of vested PSUs, RSUs and DSUs is effected by delivering Common Shares acquired in the open market and/or issued from treasury, or by making a cash payment equal to the number of PSUs, RSUs or DSUs multiplied by the volume weighted average trading price of the Common Shares on the applicable stock exchange for the five trading days preceding the settlement date, or by a combination of these methods. The manner of settlement for RSUs, PSUs and DSUs is determined by the Compensation Committee in its sole discretion. The maximum number of Common Shares issuable under the Plan is 7,529,082, which represents 10% of the Common Shares issued and outstanding as at February 28, 2015.
The following is a summary of stock option activity:
|
Year ended February 28, 2015 |
Year ended February 28, 2014 |
|||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Options | Weighted Average Price (CAD) |
Options | Weighted Average Price (CAD) |
|||||||||
Opening Balance |
3,173,321 | $ | 3.71 | 2,529,088 | $ | 4.89 | |||||||
Granted |
1,084,476 | $ | 2.11 | 1,649,550 | $ | 1.86 | |||||||
Exercised |
| | (313,914 | ) | $ | 1.35 | |||||||
Forfeited |
(272,210 | ) | $ | 6.96 | (691,403 | ) | $ | 4.70 | |||||
Closing Balance |
3,985,587 | $ | 3.05 | 3,173,321 | $ | 3.71 | |||||||
The following table shows the weighted average values used in determining the fair value of options granted during the year ended February 28, 2015 and 2014:
|
Year ended | ||||||
---|---|---|---|---|---|---|---|
|
February 28, 2015 |
February 28, 2014 |
|||||
Volatility |
75.8 | % | 77.9 | % | |||
Risk Free Rate |
1.35 | % | 1.33 | % | |||
Dividend Yield |
Nil | Nil | |||||
Average Expected Life |
4 yrs | 4 yrs |
The 1,084,476 options granted during the year ended February 28, 2015 were determined to have a fair value of $1,204 [2014: 1,649,550 options valued at $1,714].
22 -- Page
DragonWave Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Expressed in US $000's except share and per share amounts
14. SHAREHOLDERS' EQUITY (Continued)
The following table summarizes the various exercise prices inherent in the Company's stock options outstanding and exercisable on February 28, 2015:
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 Remaining Contractual Life (yrs) |
Weighted Average Exercise Price (CAD) |
||||||||||||||||
$ |
1.07 | $ | 1.34 | 538,546 | 3.74 | $ | 1.21 | 362,358 | 3.72 | $ | 1.21 | ||||||||||||
$ |
1.35 | $ | 2.07 | 434,660 | 3.65 | $ | 2.02 | 137,547 | 3.62 | $ | 2.05 | ||||||||||||
$ |
2.08 | $ | 2.12 | 105,236 | 2.75 | $ | 2.08 | 60,506 | 2.75 | $ | 2.08 | ||||||||||||
$ |
2.13 | $ | 2.20 | 1,009,676 | 4.37 | $ | 2.15 | | | | |||||||||||||
$ |
2.21 | $ | 2.49 | 627,767 | 3.19 | $ | 2.24 | 278,084 | 3.19 | $ | 2.24 | ||||||||||||
$ |
2.50 | $ | 3.17 | 486,558 | 2.41 | $ | 2.93 | 310,876 | 2.39 | $ | 2.94 | ||||||||||||
$ |
3.18 | $ | 6.27 | 271,015 | 0.42 | $ | 5.91 | 268,230 | 0.41 | $ | 5.93 | ||||||||||||
$ |
6.28 | $ | 7.00 | 362,029 | 1.20 | $ | 6.77 | 338,960 | 1.20 | $ | 6.77 | ||||||||||||
$ |
7.01 | $ | 9.36 | 150,100 | 0.21 | $ | 9.11 | 150,100 | 0.21 | $ | 9.11 | ||||||||||||
|
3,985,587 | 3.03 | $ | 3.05 | 1,906,661 | 2.20 | $ | 4.00 | |||||||||||||||
The Company has recognized $1,177 for the year ended February 28, 2015 as compensation expense for stock-based grants, with a corresponding credit to contributed surplus [2014 $1,292]. Stock compensation expense was allocated to operating expenses as follows:
|
February 28, 2015 |
February 28, 2014 |
|||||
---|---|---|---|---|---|---|---|
R&D |
297 | 505 | |||||
S&M |
333 | 249 | |||||
G&A |
547 | 538 | |||||
Total Stock Option Expense |
1,177 | 1,292 | |||||
As at February 28, 2015, compensation costs not yet recognized relating to stock option awards outstanding is $1,926 [2014 $2,509] net of estimated forfeitures. Performance vesting awards will vest as performance conditions are met. Compensation will be adjusted for subsequent changes in estimated forfeitures.
There were no options exercised with an intrinsic value during the year ended February 28, 2015 [2014 $194].
There was no intrinsic value associated with fully vested options at February 28, 2015 and 2014.
Restricted Share Units (RSU's)
The Company has entered into restricted stock agreements with certain of its independent directors. These units which were issued during July 2014 are unvested and subject to each director's continued engagement on the Board for a period of one year from the date of issuance.
23 -- Page
DragonWave Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Expressed in US $000's except share and per share amounts
14. SHAREHOLDERS' EQUITY (Continued)
The following table sets forth the summary of restricted share activity under the Company's Share Based Compensation Plan for the year ended February 28, 2015:
|
Twelve months ended February 28, 2015 |
||||||
---|---|---|---|---|---|---|---|
|
RSU's | Weighted Average Price (CAD) |
|||||
RSU balances at February 28, 2014 |
| | |||||
Granted |
80,000 | $ | 2.15 | ||||
RSU balances at February 28, 2015 |
80,000 | $ | 2.15 | ||||
The Company has recognized $93 for the year ended February 28, 2015 as compensation expense for restricted stock units, with a corresponding credit to contributed surplus.
There were no restricted stock units exercisable as of February 28, 2015. All RSU's will be exercisable during the second quarter of fiscal year 2016.
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 year ended February 28, 2015 a total of 44,012 common shares were purchased by employees at fair market value, while the Company issued 11,003 common shares as its matching contribution expressed net of 1,500 forfeited shares. 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 year ended February 28, 2015 was $13 [2014 $23]. The fair value of the unearned ESPP shares as at February 28, 2015 was $13 [2014 $13]. The number of shares held for release, and still restricted under the plan at February 28, 2015 was 11,000 [2014 7,305].
Warrants
Effective May 30, 2007, the Company granted warrants to purchase up to 126,250 common shares of the Company at a price of $3.56 CAD per share. The warrants expire 10 years after the date of issuance. The warrants vested based on the achievement of pre-determined business milestones and resulted in 31,562 warrants being eligible for exercise. 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.
On September 23, 2013 the Company completed a public equity offering. Under the terms of the offering, the Company issued and sold 11,910,000 units at $2.10 for aggregate gross proceeds of $25,011. Equity issuance expenses relating to the offering totaled $2,576 of which $662 was expensed as the proportionate warrant costs. Each unit consisted of one common share of the Company and three quarters of one warrant (warrants issued 8,932,500). Each whole warrant entitles the holder to purchase one common share of the Company at an exercise price of U.S. $2.70 per share until September 23, 2018. On August 1, 2014 the warrant exercise price was
24 -- Page
DragonWave Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Expressed in US $000's except share and per share amounts
14. SHAREHOLDERS' EQUITY (Continued)
adjusted to U.S. $1.30 as a result of a subsequent equity financing undertaken by the Company. In the event of a fundamental transaction the Company may be required to settle the warrants with a cash payment. As a result the Company recognized a warrant liability of $6,425 which represented the estimated fair value of the liability as at September 23, 2013. The warrant liability is adjusted quarterly to its estimated fair value. Increases or decreases in the fair value of the warrants are presented as "Fair value adjustment-warrant liability" in the consolidated statement of operations. As at February 28, 2015, 2,088,750 warrants were outstanding and the liability for warrants was decreased to $603. In the year ended February 28, 2015 the Company increased its common stock value by $664 which represented the value of the 1,082,250 warrants exercised on a cash-less basis to 1,301,057 common shares. In the year ended February 28, 2015 the Company realized a gain in the amount of $93 in the consolidated statement of operations which represented the change in fair value of the remaining warrant liability of $603.
On August 1, 2014 the Company completed a public equity offering. Under the terms of the offering, the Company issued and sold 15,927,500 units at $1.80 CDN for aggregate gross proceeds of $26,234 ($28,670 CDN). Each unit consisted of one common share of the Company and one half of one warrant. Each whole warrant entitles the holder to purchase one common share of the Company at an exercise price of $2.25 CDN per share until August 1, 2016, subject to certain adjustments. Equity issuance expenses relating to the offering totaled $2,275 of which $221 was expensed as the proportionate warrant costs. As a result of the offering, the Company issued warrants totaling 7,963,750 and recognized warrant liability of $2,551 which represented the estimated fair value of the liability as at August 1, 2014 and August 30, 2014. During the year ended February 28, 2015 the Company realized a gain in the amount of $1,914 in the consolidated statement of operations which represented the change in fair value of the remaining warrant liability of $636.
15. NET LOSS PER SHARE
Basic loss per share is calculated by dividing net loss available to Common shareholders by the weighted average number of Common shares outstanding during the period. In the computation of diluted earnings per share, the Company includes the number of additional common shares that would have been outstanding if the dilutive potential equity instruments had been issued.
As at February 28, 2015 a total of 3,985,587 options, 80,000 RSUs and 10,052,500 warrants have been excluded from the diluted net loss per share calculations, as their effect would have been anti-dilutive.
|
Year Ended | ||||||
---|---|---|---|---|---|---|---|
|
February 28, 2015 |
February 28, 2014 |
|||||
Net loss applicable to shareholders |
(21,520 | ) | (34,242 | ) | |||
Weighted average number of shares outstanding |
68,111,696 | 41,438,383 | |||||
Basic Net Loss/Dilutive Loss per share |
$(0.32 | ) | $(0.83 | ) | |||
25 -- Page
DragonWave Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Expressed in US $000's except share and per share amounts
16. COMMITMENTS
Future minimum operating lease payments which relate to office and warehouse space in various countries as at February 28, 2015 per fiscal year are as follows:
2016 |
1,527 | |||
2017 |
1,087 | |||
2018 |
86 | |||
Thereafter |
| |||
|
2,700 | |||
On January 21, 2014, the Company subleased a portion of its Kanata office space and as such has recorded, during the year ended February 28, 2014, net rent expense of $84 representing the present value of the Company's estimated remaining rent expense for the duration of the lease after taking into account estimated future sublease income and deferred rent on the facility.
17. SUPPLEMENTAL CASH FLOW INFORMATION
|
Year Ended | ||||||
---|---|---|---|---|---|---|---|
|
February 28, 2015 |
February 28, 2014 |
|||||
Changes in non-cash working capital balances: |
|||||||
Trade receivables |
(31,378 | ) | 17,503 | ||||
Inventory |
3,351 | 1,228 | |||||
Other current assets |
65 | (305 | ) | ||||
Contingent receivable |
| 13,843 | |||||
Deferred tax asset |
59 | | |||||
Accounts payable and accrued liabilities |
10,173 | (20,603 | ) | ||||
Deferred revenue |
(154 | ) | (179 | ) | |||
Contingent liabilities |
| (432 | ) | ||||
Other long term liabilities |
669 | | |||||
|
(17,215 | ) | 11,055 | ||||
18. INCOME TAXES
The components of the Company's income (loss) before income taxes, by taxing jurisdiction, were as follows:
|
February 28, 2015 |
February 28, 2014 |
|||||
---|---|---|---|---|---|---|---|
Canada |
(24,558 | ) | (22,021 | ) | |||
Luxembourg |
322 | (12,989 | ) | ||||
India |
2,721 | (155 | ) | ||||
China |
991 | 951 | |||||
Other |
605 | 273 | |||||
|
(19,919 | ) | (33,941 | ) | |||
26 -- Page
DragonWave Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Expressed in US $000's except share and per share amounts
18. INCOME TAXES (Continued)
Income tax expense, both current and deferred, relates to jurisdictions outside of Canada where losses are not sufficient to cover the tax liability in the region. For the year ended February 28, 2015, the current income tax expenses was $658 [2014 $353] and the deferred income tax expense was $59 [2014 $45].
The reported income tax provision differs from the amount computed by applying the Canadian statutory rate to the net income (loss), for the following reasons:
|
2015 | 2014 | |||||
---|---|---|---|---|---|---|---|
Income (loss) before income taxes |
(19,919 | ) | (33,941 | ) | |||
Statutory income tax rate |
26.50 | % | 26.50 | % | |||
Expected income tax recovery |
(5,279 | ) | (8,994 | ) | |||
Foreign tax rate differences |
(177 | ) | 3,235 | ||||
Non-deductible expenses and non-taxable income |
(105 | ) | (577 | ) | |||
Change in valuation allowances |
6,682 | 8,307 | |||||
Share issue costs |
(435 | ) | | ||||
Expiry of unrecognized tax credits |
| 1,079 | |||||
Research and development tax credits |
(894 | ) | (959 | ) | |||
Prior year adjustments |
859 | (1,669 | ) | ||||
Other |
66 | (24 | ) | ||||
|
717 | 398 | |||||
The Company's deferred tax assets and liabilities include the following significant components:
|
2015 | 2014 | |||||
---|---|---|---|---|---|---|---|
SR&ED expenditures |
7,845 | 7,595 | |||||
Research and development tax credits |
14,052 | 13,980 | |||||
Income tax loss carry forwards |
32,643 | 27,785 | |||||
Income and expense reserves |
192 | 122 | |||||
Book and tax differences on assets |
1,486 | 602 | |||||
Share issue expenses |
591 | 102 | |||||
Capital loss |
19,015 | 19,015 | |||||
Gross future tax assets |
75,824 | 69,201 | |||||
Valuation allowance |
(74,278 | ) | (67,596 | ) | |||
Net deferred tax assets |
1,546 | 1,605 | |||||
As at February 28, 2015, the Company had cumulative tax loss carryforwards in the following jurisdictions: Canada $109,014, United States $7,978, Luxembourg $53,514. The Company also has capital losses being carried forward in the following jurisdictions: Canada $16,302; United States $45,543.
The losses in Canada expire starting in fiscal 2031 until fiscal 2035. The losses in Luxembourg can be carried forward indefinitely. Income tax benefits relating to the losses in Canada and Luxembourg have not been recognized in the consolidated financial statements as the recognition requirements under the liability method of accounting for income taxes have not been met.
The losses in the U.S. expire between fiscal 2022 and fiscal 2032. Internal Revenue Code Section 382 imposes an annual limitation on the use of a company's net operating loss carryforwards when a company has an
27 -- Page
DragonWave Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Expressed in US $000's except share and per share amounts
18. INCOME TAXES (Continued)
ownership change. The acquisition of Axerra Networks, Inc by the Company resulted in an ownership change as understood by Section 382. As a result, the annual restriction of the amount of losses of Axerra Networks, Inc that may be used has been calculated as $521.
As at February 28, 2015, the Company had $15,574 of investment tax credits available to reduce future federal Canadian income taxes payable. These investment tax credits begin to expire in 2022. In addition, the Company had provincial research and development tax credits of $2,604, which are available to reduce future provincial income taxes payable. These provincial tax credits begin to expire in 2029. The tax benefit of the federal and provincial tax credits has not been recognized in the consolidated financial statements.
As at February 28, 2015, the Company has not recorded any liabilities associated with uncertain tax positions.
The Company remains subject to examination by tax authorities in Canada for years 2006 to 2015 and in the other jurisdictions for tax years 2010 to 2015.
No deferred income taxes have been provided on undistributed earnings or relating to cash held in foreign jurisdictions, as the Company has determined that any income or withholding taxes on repatriation would either not be significant, or the Company has decided to permanently reinvest the earnings in the foreign jurisdiction.
19. RELATED PARTY TRANSACTIONS
The Company purchased repair services from a network repair company which has a member who serves on both companies' Board of Directors. During the year ended February 28, 2015, the Company paid $40, relating to the purchase of services from this repair facility (2014 $73).
All transactions are in the normal course of business and have been recorded at the exchange amount.
20. FINANCIAL INSTRUMENTS
Financial instruments are classified into one of the following categories: assets held at fair value, loans and receivables, other financial liabilities, or liabilities held at fair value.
Categories for financial assets and liabilities
The following table summarizes the carrying values of the Company's financial instruments:
|
February 28, 2015 |
February 28, 2014 |
|||||
---|---|---|---|---|---|---|---|
Assets held at fair value (A) |
23,692 | 19,011 | |||||
Loans and receivables (B) |
49,614 | 19,405 | |||||
Other financial liabilities (C) |
71,728 | 44,043 | |||||
Liabilities held at fair value (D) |
1,239 | 1,360 |
- (A)
- Includes cash, cash equivalents and foreign exchange forward contracts
- (B)
- Includes
trade receivables and other & miscellaneous receivables
- (C)
- Includes
accounts payable, accrued liabilities, debt facility and termination fee
- (D)
- Warrant liability
28 -- Page
DragonWave Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Expressed in US $000's except share and per share amounts
20. FINANCIAL INSTRUMENTS (Continued)
The Company classifies its fair value measurements using a fair value hierarchy that reflects the significance of inputs used in making the measurements. The accounting standard establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument's categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The inputs fall into three levels that may be used to measure fair value.
Level 1 Unadjusted quoted prices at the measurement date for identical assets or liabilities in active markets.
Level 2 Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.
Level 3 Significant unobservable inputs which are supported by little or no market activity.
Cash and cash equivalents are measured using Level 1 inputs.
The August 1, 2014 warrant liability is classified as Level 1 as they are traded on the Toronto Stock Exchange and on the NASDAQ Global Market.
The Company's foreign exchange forward contracts are classified within Level 2 as they are based on foreign currency rates quoted by banks and other public data source. The fair values of the foreign exchange forward contracts are based upon the difference between the forward exchange rate and the contract rate with expected cash flows and effect on the consolidated statements of operations expected to occur upon settlement.
The September 23, 2013 warrant liability is classified as Level 3 as it is measured at fair value using significant unobservable inputs. Significant assumptions used at February 28, 2015 for the warrants include a dividend yield of 0%, a 1% assumption that the fundamental transaction will happen every year, volatility of 60%, and a risk free spot rate term structure.
As at February 28, 2015 the Company held the following Level 3 financial instruments carried at fair value on the consolidated balance sheet.
|
Level 2 | Level 3 | Total | |||||||
---|---|---|---|---|---|---|---|---|---|---|
Financial Liabilities |
||||||||||
Warrant liability |
| 603 | 603 |
As at February 28, 2014, the Company held the following Level 2 and Level 3 financial instruments carried at fair value on the consolidated balance sheet.
|
Level 2 | Level 3 | Total | |||||||
---|---|---|---|---|---|---|---|---|---|---|
Financial Assets |
||||||||||
Foreign exchange forward contracts |
19 | | 19 | |||||||
Financial Liabilities |
||||||||||
Warrant liability |
| 1,360 | 1,360 |
29 -- Page
DragonWave Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Expressed in US $000's except share and per share amounts
20. FINANCIAL INSTRUMENTS (Continued)
A reconciliation of the Level 3 warrant liability measured at fair value for the year ended February 28, 2015 follows:
|
Warrants | $ | |||||
---|---|---|---|---|---|---|---|
Balance at February 28, 2014 |
3,171,000 | 1,360 | |||||
Fair value adjustment warrant liability |
| (93 | ) | ||||
Exercise of warrants |
(1,082,250 | ) | (664 | ) | |||
Balance at February 28, 2015 |
2,088,750 | 603 | |||||
Interest rate risk
Cash and cash equivalents and the Company's debt facility which has interest rates with market rate fluctuations expose the Company to interest rate risk on these financial instruments. Net interest expense, excluding deferred financing costs, recognized during the year ended February 28, 2015 was $1,369 on the Company's cash, cash equivalents, and debt facility [2014 Expense of $1,128].
Credit risk
In addition to trade receivables and other receivables, the Company is exposed to credit risk on its cash and cash equivalents 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 by transacting with only reputable financial institutions and customers.
Foreign exchange risk
Foreign exchange risk arises because of fluctuations in exchange rates. To mitigate exchange risk, the Company may utilize forward contracts to secure exchange rates with the objective of offsetting fluctuations in the Company's operating expenses incurred in foreign currencies with gains or losses on the forward contracts. As at February 28, 2015, the Company had no forward contracts in place [February 28, 2014 one forward contract with a notional value of $1,242 resulting in a gain of $19]. All foreign currency gains and losses related to forward contracts are included in foreign exchange gain (loss) in the consolidated statements of operations.
As of February 28, 2015, if the US dollar had appreciated 1% against all foreign currencies, 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 loss of $42 for the year ended February 28, 2015 [2014 decrease of $135], with an equal and opposite effect if the US dollar had depreciated 1% against all foreign currencies at February 28, 2015.
Liquidity risk
A risk exists that the Company will encounter difficulty in satisfying its financial obligations as they become due. The Company manages its liquidity risk by forecasting cash flows from operations and anticipated investing and financing activities. As at February 28, 2015, the Company had cash and cash equivalents totaling $23,692 [2014 $18,992]. Based on current revenue expectations, the continuing availability of credit facilities, the Company believes that its liquidity risk is manageable.
30 -- Page
DragonWave Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Expressed in US $000's except share and per share amounts
21. SEGMENTED INFORMATION
The Company operates in one operating segment broadband wireless backhaul equipment.
The following table presents total net book value of property and equipment, intangible assets and goodwill by geographic location:
|
For the Year Ended | ||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
February 28, 2015 | February 28, 2014 | |||||||||||
|
Amount | % | Amount | % | |||||||||
Canada |
2,017 | 12% | 1,785 | 11% | |||||||||
United States |
11,927 | 70% | 11,927 | 71% | |||||||||
Malaysia |
2,004 | 12% | 571 | 3% | |||||||||
Luxembourg |
97 | 1% | 1,381 | 8% | |||||||||
Other |
998 | 5% | 1,066 | 7% | |||||||||
Total |
17,043 | 100% | 16,730 | 100% | |||||||||
The Company analyzes its sales according to geographic region and target product development and sales strategies. The following table presents total revenues by geographic location though direct and indirect sales and through Original Equipment Manufacturers (OEM) partner, Nokia:
|
Year Ended February 28, 2015 | ||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Direct/ Indirect Sales |
OEM sales through Nokia |
Total | % of total revenue |
|||||||||
Canada |
4,358 | | 4,358 | 3% | |||||||||
Europe |
4,484 | 39,734 | 44,218 | 28% | |||||||||
India |
26,291 | 10,854 | 37,145 | 24% | |||||||||
United States |
23,451 | | 23,451 | 15% | |||||||||
Africa |
6,311 | 11,412 | 17,723 | 11% | |||||||||
Asia Pacific |
1,559 | 11,823 | 13,382 | 8% | |||||||||
Middle East |
1,759 | 10,321 | 12,080 | 8% | |||||||||
Caribbean & Latin America |
5,266 | 143 | 5,409 | 3% | |||||||||
|
73,479 | 84,287 | 157,766 | 100% | |||||||||
31 -- Page
DragonWave Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Expressed in US $000's except share and per share amounts
21. SEGMENTED INFORMATION (Continued)
In the previous fiscal year we did not have visibility to the geographic breakdown of sales shipped through Nokia's warehouses to the end customer. Below is the financial information available on the geographic distribution of the Company's sales at that time.
|
For the year ended | ||||||
---|---|---|---|---|---|---|---|
|
February 28, 2014 | ||||||
|
Amount | % | |||||
Canada |
5,288 | 6% | |||||
United States |
19,035 | 21% | |||||
Europe, Middle East, and Africa (excluding Finland) |
11,330 | 13% | |||||
Finland |
38,140 | 42% | |||||
India |
9,093 | 10% | |||||
Other |
7,125 | 8% | |||||
Total Revenue |
90,011 | 100% | |||||
The Company has shown revenue by the customers' purchasing entities' geographic location, except in cases where the geographic location of the product deployment is explicitly known.
During each of the periods presented revenue is comprised of:
|
For the year ended | ||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
February 28, 2015 | February 28, 2014 | |||||||||||
|
Amount | % | Amount | % | |||||||||
Product Sales |
150,432 | 95% | 84,960 | 94% | |||||||||
Services |
7,334 | 5% | 5,051 | 6% | |||||||||
Total Revenue |
157,766 | 100% | 90,011 | 100% | |||||||||
22. ECONOMIC DEPENDENCE
The Company was dependent on two key customers with respect to revenue in the year ended February 28, 2015. These customers represented approximately 53% and 16% of sales for the year ended February 28, 2015 [2014 one customer represented 59%].
23. EXPENSES
Included in general and administrative expenses is $405 related to premises rental expense for the year ended February 28, 2015 [2014 $528]. Total rental expense for the year ended February 28, 2015 was $2,189 [2014 $2,602].
24. COMPARATIVE FIGURES
Certain comparative figures have been reclassified to conform with the presentation adopted in the current fiscal year.
32 -- Page
INDEPENDENT AUDITORS' REPORT OF REGISTERED PUBLIC ACCOUNTING FIRM
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
CONSOLIDATED BALANCE SHEETS Expressed in US $000's except share amounts
CONSOLIDATED STATEMENTS OF OPERATIONS Expressed in US $000's except share and per share amounts
CONSOLIDATED STATEMENTS OF COMPREHENSIVE 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 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
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DragonWave Inc.
Management's Discussion and Analysis
For the three and twelve months ended February 28, 2015
Tables are expressed in USD $000's except share and per share amounts unless otherwise indicated
The following is management's discussion and analysis ("MD&A") of DragonWave Inc.'s consolidated results of operations and financial condition for the three and twelve months ended February 28, 2015. This MD&A should be read in conjunction with our audited consolidated financial statements and corresponding notes for the three and twelve months ended February 28, 2015 and our Annual Information Form for the year ended February 28, 2015 (the "AIF") filed on SEDAR at www.sedar.com (SEDAR) and on EDGAR at www.sec.gov/edgar/searchedgar/companysearch.html (EDGAR) as an exhibit to our Annual Report on Form 20-F for the year ended February 28, 2015. Our audited consolidated financial statements and corresponding notes for the three and twelve months ended February 28, 2015 are available on SEDAR and EDGAR.
Our consolidated financial statements have been prepared in accordance with United States Generally Accepted Accounting Principles (GAAP) and are reported in United States dollars (USD). The information contained in this MD&A is dated as of May 12, 2015 and is current to that date, unless otherwise stated. Our fiscal year commences on March 1 of each year and ends on the last day of February of the following year.
In this document, unless the context requires otherwise, "we", "us", "our", the "Company" and "DragonWave" all refer to DragonWave Inc. collectively with its direct and indirect subsidiaries. The contents of this MD&A have been approved by our Board of Directors, on the recommendation of its Audit Committee.
We refer to both Nokia Solutions and Networks and its predecessor business Nokia Siemens Networks as "Nokia" in this MD&A. Nokia is a trademark of Nokia Corporation or its affiliates.
Unless otherwise indicated, all currency amounts referenced in this MD&A are denominated in USD.
Forward-Looking Statements
This MD&A contains "forward-looking information" and "forward-looking statements" within the meaning of applicable Canadian and U.S. securities laws. All statements in this MD&A, other than statements that are reporting results or statements of historical fact, are forward-looking statements which involve assumptions and describe our future plans, strategies and expectations. Forward-looking statements are generally identifiable by use of the words "may", "will", "should", "continue", "expect", "anticipate", "estimate", "believe", "intend", "plan" or "project" or the negative of these words or other variations of these words or comparable terminology. Forward-looking statements include, without limitation, statements regarding: our strategic plans and objectives; growth strategy; customer diversification and expansion initiatives; our expectations with respect to our relationships with channel partners; our expectations with respect to end-customer demand for our products; our expectations regarding the development of our target markets; and our plans, objectives and targets for operating cost reductions, revenue growth and margin performance. There can be no assurance that forward-looking statements will prove to be accurate and actual results or outcomes could differ materially from those expressed or implied in such statements. Important factors that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements are set forth in this MD&A under the heading "Risks and Uncertainties". Forward-looking statements are provided to assist external stakeholders in understanding management's expectations and plans relating to the future as of the date of this MD&A and may not be appropriate for other purposes. Readers are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements are made as of the date of this MD&A and we do not undertake to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent expressly required by law.
1
DragonWave Inc.
Management's Discussion and Analysis
For the three and twelve months ended February 28, 2015
Tables are expressed in USD $000's except share and per share amounts unless otherwise indicated
Risks and Uncertainties
We are exposed to risks and uncertainties in our business, including the risk factors set forth below:
-
- our ability to maintain and grow our relationships with channel partners, including Nokia;
-
- our reliance on a small number of customers for a large percentage of revenue;
-
- intense competition from several competitors;
-
- competition from indirect competitors;
-
- our history of losses;
-
- our ability to implement our ongoing program of operating cost reductions;
-
- our dependence on our credit facilities;
-
- our dependence on our ability to develop new products, enhance existing products and execute roll-outs on a basis that
meets customer requirements;
-
- our ability to successfully manage our resources;
-
- our dependence on our ability to manage our workforce and recruit and retain management and other qualified personnel;
-
- quarterly and annual revenue and operating results that are difficult to predict and can fluctuate substantially;
-
- a lengthy and variable sales cycle;
-
- our reliance on suppliers, including outsourced manufacturing, third party component suppliers and suppliers of outsourced
services;
-
- our ability to manage the risks related to increasingly complex engagements with channel partners and end-customers;
-
- pressure on our pricing models from existing and potential customers and as a result of competition;
-
- our exposure to credit risk for accounts receivable;
-
- our dependence on the development and growth of the market for high-capacity wireless communications services;
-
- the allocation of radio spectrum and regulatory approvals for our products;
-
- the ability of our customers to secure a license for applicable radio spectrum;
-
- changes in government regulation or industry standards that may limit the potential market for our products;
-
- currency fluctuations;
-
- our ability to protect our own intellectual property and potential harm to our business if we infringe the intellectual
property rights of others;
-
- risks associated with software licensed by us;
2
DragonWave Inc.
Management's Discussion and Analysis
For the three and twelve months ended February 28, 2015
Tables are expressed in USD $000's except share and per share amounts unless otherwise indicated
-
- a change in our tax status or assessment by domestic or foreign tax authorities;
-
- exposure to risks resulting from our international sales and operations, including the requirement to comply with export
control and economic sanctions laws;
-
- product defects, product liability claims, and health and safety risks relating to wireless products;
-
- the impact that general economic weakness and volatility may be having on our customers;
-
- disruption resulting from economic and geopolitical uncertainty;
-
- risks associated with our outstanding warrants and the impact that the terms of such warrants may have on our ability to
raise capital and undertake certain business transactions;
-
- risks associated with possible loss of our foreign private issuer status; and
-
- risks and expenses associated with our common shares, including large fluctuations in the trading price of our common shares, and being a public company.
In our most recent fiscal year ended on February 28, 2015, approximately 53 percent of our sales were through the Nokia channel. Recent developments within Nokia, including Nokia's introduction of a multi-vendor microwave ecosystem and Nokia's proposed combination with Alcatel-Lucent, have increased uncertainty for the future of this channel. See "Relationship with Nokia".
Also see the discussion under "Liquidity and Capital Resources Liquidity Discussion" in this MD&A, as well as the discussion under "Risk Factors" contained in our most recently filed AIF.
Any of the risks referred to above could cause actual results or outcomes to differ materially from those discussed in forward-looking statements. Although we have attempted to identify important factors that could cause our actual results to differ materially from expectations, intentions, estimates or forecasts, there may be other factors that could cause our results to differ from what we currently anticipate, estimate or intend. Ongoing global economic uncertainty could impact forward-looking statements contained in this MD&A in an unpredictable and possibly detrimental manner. In light of these risks and uncertainties, the forward-looking events described in this MD&A might not occur or might not occur when stated.
Non-GAAP Performances Measures
Readers are cautioned that this MD&A contains certain information that is not consistent with financial measures prescribed under GAAP. See discussion below under "Use of Non-GAAP Performance Measures".
3
DragonWave Inc.
Management's Discussion and Analysis
For the three and twelve months ended February 28, 2015
Tables are expressed in USD $000's except share and per share amounts unless otherwise indicated
SELECTED FINANCIAL INFORMATION
|
Three Months Ended | Year Ended | |||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
February 28, 2015 |
February 28, 2014 |
February 28, 2013 |
February 28, 2015 |
February 28, 2014 |
February 28, 2013 |
|||||||||||||
REVENUE |
43,742 | 17,857 | 28,294 | 157,766 | 90,011 | 123,877 | |||||||||||||
Cost of sales before inventory provisions |
34,058 | 14,742 | 26,055 | 127,001 | 78,270 | 100,933 | |||||||||||||
Gross profit before inventory provisions (note 1) |
9,684 | 3,115 | 2,239 | 30,765 | 11,741 | 22,944 | |||||||||||||
|
22.1% | 17.4% | 7.9% | 19.5% | 13.0% | 18.5% | |||||||||||||
Inventory provisions |
1,187 | 526 | 752 | 2,771 | 1,078 | 3,443 | |||||||||||||
Gross profit |
8,497 | 2,589 | 1,487 | 27,994 | 10,663 | 19,501 | |||||||||||||
|
19.4% | 14.5% | 5.3% | 17.7% | 11.8% | 15.7% | |||||||||||||
EXPENSES |
|||||||||||||||||||
Research and development |
3,766 | 4,863 | 7,713 | 16,812 | 19,948 | 34,020 | |||||||||||||
Selling and marketing |
3,745 | 3,165 | 4,138 | 13,975 | 13,201 | 16,088 | |||||||||||||
General and administrative |
3,793 | 3,762 | 6,600 | 16,930 | 17,087 | 26,601 | |||||||||||||
|
11,304 | 11,790 | 18,451 | 47,717 | 50,236 | 76,709 | |||||||||||||
Loss before other items |
(2,807 | ) | (9,201 | ) | (16,964 | ) | (19,723 | ) | (39,573 | ) | (57,208 | ) | |||||||
Amortization of intangible assets |
(207 |
) |
(404 |
) |
(845 |
) |
(1,188 |
) |
(1,900 |
) |
(3,748 |
) |
|||||||
Accretion expense |
(59 | ) | (48 | ) | (56 | ) | (168 | ) | (222 | ) | (124 | ) | |||||||
Restructuring expense |
| | (448 | ) | | | (2,085 | ) | |||||||||||
Interest expense |
(452 | ) | (440 | ) | (451 | ) | (1,557 | ) | (1,750 | ) | (1,662 | ) | |||||||
Impairment of intangible assets |
| | (5,388 | ) | | | (13,812 | ) | |||||||||||
(Loss) / Gain on change in estimate |
(234 | ) | (553 | ) | 67 | 2,759 | 6,958 | ||||||||||||
Warrant issuance expenses |
| | | (221 | ) | (662 | ) | | |||||||||||
Gain on contract amendment |
| | | | 5,702 | | |||||||||||||
Gain on sale of fixed assets |
| | | 18 | | | |||||||||||||
Gain on purchase of business |
| | | | | 19,397 | |||||||||||||
Fair value adjustment warrant liability |
979 | (352 | ) | | 2,007 | 3,235 | | ||||||||||||
Loss on sale of assets |
| | (2,827 | ) | | | (2,827 | ) | |||||||||||
Foreign exchange gain (loss) |
327 | (311 | ) | 145 | 846 | (1,530 | ) | 23 | |||||||||||
Net Loss before income taxes |
(2,453 | ) | (11,309 | ) | (26,834 | ) | (19,919 | ) | (33,941 | ) | (55,088 | ) | |||||||
Income tax (recovery) expense |
(330 | ) | 128 | 428 | 717 | 398 | (81 | ) | |||||||||||
Net Loss |
(2,123 | ) | (11,437 | ) | (27,262 | ) | (20,636 | ) | (34,339 | ) | (55,007 | ) | |||||||
Net (Income) Loss Attributable to Non-Controlling Interest |
(145 | ) | (162 | ) | 81 | (884 | ) | 97 | 258 | ||||||||||
Net Loss applicable to shareholders |
(2,268 | ) | (11,599 | ) | (27,181 | ) | (21,520 | ) | (34,242 | ) | (54,749 | ) | |||||||
Basic & Diluted loss per share |
(0.03 |
) |
(0.20 |
) |
(0.71 |
) |
(0.32 |
) |
(0.83 |
) |
(1.46 |
) |
|||||||
Basic & Diluted weighted average shares outstanding |
75,276,644 |
57,062,936 |
38,043,594 |
68,111,696 |
41,438,383 |
37,495,818 |
Note 1: "Gross profit before inventory provisions" is a non-GAAP financial measure. See "Use of Non-GAAP Performance Measures"
4
DragonWave Inc.
Management's Discussion and Analysis
For the three and twelve months ended February 28, 2015
Tables are expressed in USD $000's except share and per share amounts unless otherwise indicated
The principal differences between the three months and years ended February 28, 2015 and February 28, 2013 are explained as follows:
-
- In the three month period ended February 28, 2015 the most significant contributor to the increase in revenue over the same period in fiscal year 2013 was the increase in direct sales through India and through the Nokia channel. It should be noted that revenue through the Nokia channel only commenced in June of 2012. As a result, the Nokia revenue stream is only relevant to nine of the months in the year ended February 28, 2013.
-
- Our gross profit percentage was higher in both the three and twelve months ended February 28, 2015 compared to the same periods in fiscal year 2013 because of a change in the mix of customers, and higher revenue levels which enabled us to better leverage our fixed costs of sales. In both periods, inventory provisions on older product lines reduced the gross profit percentage.
-
- Operating expenses in the current year compared to the same period two years prior were significantly lower. The reduction primarily resulted from the termination of a services agreement with Nokia and other management actions to reduce expenses. The terminated services agreement was originally established in connection with our 2012 acquisition of Nokia's microwave products business.
The principal differences between the three months and years ended February 28, 2015 and February 28, 2014 are explained as follows:
-
- Revenue growth in this period can be attributed to improved sales through the Nokia channel and to increased sales to a Tier 1 carrier located in India.
-
- The gross profit percentage improved due to decreases in material costs and decreases in overhead and repair costs.
-
- Operating expenses decreased primarily as a result of lower depreciation and lower professional fees, bad debt expense and commodity taxes in China. These reductions were partially offset by increased spending on software and materials as well as compensation and travel. A weakened Canadian dollar ("CAD") also reduced our USD-translated operating expenses.
5
DragonWave Inc.
Management's Discussion and Analysis
For the three and twelve months ended February 28, 2015
Tables are expressed in USD $000's except share and per share amounts unless otherwise indicated
Consolidated Balance Sheet Data
|
As at February 28, 2015 |
As at February 28, 2014 |
|||||
---|---|---|---|---|---|---|---|
Assets |
|||||||
Current Assets |
|||||||
Cash and cash equivalents |
23,692 | 18,992 | |||||
Trade receivables |
48,626 | 17,408 | |||||
Inventory |
24,294 | 30,416 | |||||
Other current assets |
5,834 | 5,909 | |||||
Deferred tax asset |
61 | 69 | |||||
|
102,507 | 72,794 | |||||
Long Term Assets |
|||||||
Property and equipment |
4,322 | 3,168 | |||||
Deferred tax asset |
1,485 | 1,536 | |||||
Deferred financing cost |
18 | 60 | |||||
Intangible assets |
794 | 1,635 | |||||
Goodwill |
11,927 | 11,927 | |||||
|
18,546 | 18,326 | |||||
Total Assets |
121,053 | 91,120 | |||||
Liabilities |
|||||||
Accounts payable and accrued liabilities |
40,163 | 29,964 | |||||
Deferred revenue |
830 | 984 | |||||
Capital lease obligation |
514 | 1,795 | |||||
|
41,507 | 32,743 | |||||
Long Term Liabilities |
|||||||
Debt facility |
32,400 | 15,000 | |||||
Other long term liabilities |
1,139 | 574 | |||||
Warrant Liability |
1,239 | 1,360 | |||||
|
34,778 | 16,934 | |||||
Shareholders' equity |
|||||||
Capital stock |
220,952 | 198,593 | |||||
Contributed surplus |
8,388 | 7,118 | |||||
Deficit |
(175,921 | ) | (154,505 | ) | |||
Accumulated other comprehensive loss |
(9,618 | ) | (9,682 | ) | |||
Total Shareholder's equity |
43,801 | 41,524 | |||||
Non-controlling interests |
967 | (81 | ) | ||||
Total Equity |
44,768 | 41,443 | |||||
Total Liabilities and Shareholder's equity |
121,053 | 91,120 | |||||
Shares issued and outstanding |
75,290,818 | 58,008,746 |
6
DragonWave Inc.
Management's Discussion and Analysis
For the three and twelve months ended February 28, 2015
Tables are expressed in USD $000's except share and per share amounts unless otherwise indicated
SELECTED CONSOLIDATED QUARTERLY FINANCIAL INFORMATION
The following table sets out selected financial information for each of our most recently completed eight fiscal quarters. In the opinion of management, this information has been prepared on the same basis as our audited consolidated financial statements, and all necessary adjustments have been included in the amounts stated below to present fairly the unaudited quarterly results when read in conjunction with our consolidated financial statements and related notes.
Historically, our financial results have fluctuated on a quarterly basis and we expect that quarterly financial results will continue to fluctuate in the future. The results of operations for interim periods should not be relied upon as an indication of the results to be expected or achieved in any future period or any fiscal year as a whole. Fluctuations in results reflect the project nature of network installations. In addition, results may vary as a result of staffing levels, infrastructure additions required to support our operations, and material costs required to support design initiatives.
|
FY14 | FY15 | |||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
May 31 2013 |
Aug 31 2013 |
Nov 30 2013 |
Feb 28 2014 |
May 31 2014 |
Aug 31 2014 |
Nov 30 2014 |
Feb 28 2015 |
|||||||||||||||||
Revenue |
24,532 | 25,453 | 22,169 | 17,857 | 28,771 | 37,933 | 47,320 | 43,742 | |||||||||||||||||
Gross Profit before inventory provisions (note 1) |
2,919 | 2,858 | 2,849 | 3,115 | 5,976 | 7,116 | 7,990 | 9,684 | |||||||||||||||||
Gross Profit % |
11.9% | 11.2% | 12.9% | 17.4% | 20.8% | 18.8% | 16.9% | 22.1% | |||||||||||||||||
Inventory provisions |
99 | 64 | 389 | 526 | 90 | 1,223 | 272 | 1,187 | |||||||||||||||||
Gross Profit after inventory provisions |
2,820 | 2,794 | 2,460 | 2,589 | 5,886 | 5,893 | 7,718 | 8,497 | |||||||||||||||||
Gross Profit % after inventory provisions |
11.5% | 11.0% | 11.1% | 14.5% | 20.5% | 15.5% | 16.3% | 19.4% | |||||||||||||||||
Operating Expenses |
13,432 |
12,391 |
12,623 |
11,790 |
12,056 |
12,165 |
12,192 |
11,304 |
|||||||||||||||||
Loss before other items (gross profit less operating expenses) |
(10,612 |
) |
(9,597 |
) |
(10,163 |
) |
(9,201 |
) |
(6,170 |
) |
(6,272 |
) |
(4,474 |
) |
(2,807 |
) |
|||||||||
Loss for the period |
(6,679 | ) | (10,601 | ) | (5,622 | ) | (11,599 | ) | (6,667 | ) | (8,410 | ) | (3,436 | ) | (2,123 | ) | |||||||||
Net loss per share |
|||||||||||||||||||||||||
Basic and Diluted |
(0.17 | ) | (0.28 | ) | (0.12 | ) | (0.20 | ) | (0.11 | ) | (0.14 | ) | (0.05 | ) | (0.03 | ) | |||||||||
Weighted average number of shares outstanding |
|||||||||||||||||||||||||
Basic & Diluted |
38,059,919 | 38,112,887 | 47,329,275 | 57,062,936 | 58,194,153 | 63,894,060 | 75,254,452 | 75,276,644 | |||||||||||||||||
Total Assets |
104,254 |
89,221 |
98,113 |
91,120 |
86,130 |
110,597 |
120,291 |
121,053 |
Note 1: Gross profit before inventory provisions is a non-GAAP financial measure. See "Use of Non-GAAP Performance Measures".
Overview
DragonWave is a leading provider of high-capacity packet microwave solutions that drive next-generation IP networks. DragonWave's carrier-grade point-to-point packet microwave systems transmit broadband voice, video and data, enabling service providers, government agencies, enterprises and other organizations to meet
7
DragonWave Inc.
Management's Discussion and Analysis
For the three and twelve months ended February 28, 2015
Tables are expressed in USD $000's except share and per share amounts unless otherwise indicated
their increasing bandwidth requirements rapidly and affordably. The principal application of DragonWave's products is mobile network backhaul. Additional applications include leased line replacement, last mile fiber extension and enterprise networks.
We support product lines branded under the names Horizon, Avenue and Avenue Lite, Harmony and Harmony Lite, and Harmony Eband. The key elements of our solutions include: high performance; carrier-grade availability; cost-competitiveness; support of legacy networking standards; and the availability of advanced network management and wireless network IP planning.
The demand for our products is driven by global trends, including IP convergence and pressure on backhaul capacity caused by increased functionality of mobile devices, the shift in demand from voice to multimedia content and services, growing demand for wireless coverage, increasing numbers of subscribers, and investment in radio access network spectrum. In our target markets, network traffic is shifting from legacy TDM traffic to IP-based traffic to improve network efficiency and enable IP-based services. Principally, we target the global wireless communications service provider market and, in particular, those service providers offering high-capacity wireless communication services, including traditional cellular service providers and emerging broadband wireless access (BWA) service providers.
We sell our products both directly and indirectly through our channel partners.
Our direct customers are typically service providers that operate networks in large geographical areas. The sales cycle to this class of customer typically involves a trial (or trials), and typically requires nine to twelve months from first contact before orders are received, but can be longer, particularly in greenfield situations. Once the order stage is reached, a supply agreement is usually established and multiple orders are processed under one master supply agreement. Master supply agreements provide the framework for future business and do not generally include any volume commitments.
Our channel partners are distributors, value-added resellers and OEMs (original equipment manufacturers) including system integrators and network equipment vendors. In 2012, we acquired Nokia's microwave product line, and since that time Nokia has been our principal channel partner. Nokia rebrands our Harmony product as FlexiPacket. In our fiscal year ended February 28, 2015, the Nokia channel accounted for 53% of our sales.
We also have a 50.1% owned subsidiary, DragonWave HFCL India Private Limited ("DragonWave HFCL") to address the Indian market. Because we have a controlling interest in the subsidiary we consolidate its results. In fiscal 2015, our sales of services and locally sourced material in India flowed through DragonWave HFCL.
We outsource most of our manufacturing and certain elements of the supply chain management and distribution functions. Outsourcing these functions allows us to focus on designing, developing, selling and supporting our products. Our research and development expenses have historically been, and will continue to be, a significant portion of our overall cost structure as we will continue to invest in new product features and new platforms to better serve the current and future needs of our customers.
Our industry is global and highly competitive. We face competition in our target markets from two types of microwave equipment suppliers: hybrid equipment suppliers (including NEC Corporation, Alcatel-Lucent, Ericsson and Huawei) and suppliers, like us, of Ethernet equipment (including SIAE Microelettronica, Ceragon Networks Ltd. and Aviat Networks, Inc.). We also face competition from full service network integrators such as Huawei, NEC Corporation, Alcatel-Lucent and Ericsson, who have developed competing Ethernet-based products for IP networks.
8
DragonWave Inc.
Management's Discussion and Analysis
For the three and twelve months ended February 28, 2015
Tables are expressed in USD $000's except share and per share amounts unless otherwise indicated
Our business priorities include: managing resources to minimize cash demands; strengthening our balance sheet; maintaining our global reach while focusing on key revenue growth areas; maintaining and growing our relationships with channel partners; building on customer wins; and building toward leadership in outdoor smallcell backhaul.
Our primary operational objective continues to be to achieve cash flow break-even from operations. To this end, we plan to focus on new revenue opportunities; continuing to optimize costs associated with manufacturing and logistics with the objective of improving gross profit performance and; closely monitoring operating expenses to ensure we maintain the leverage in our current business model.
Recent Developments
Highlights of Our Financial Results
The following are key points on our results of operations for the fourth quarter and full year ended February 28, 2015, compared to the same periods in fiscal 2014:
-
- Our revenue increased by $25.9 million between the fourth quarter of fiscal year 2014 and the fourth quarter of
fiscal year 2015. When comparing the full year, revenue increased by $67.8 million between fiscal year 2014 and fiscal year 2015. The primary factors contributing to revenue
changes are:
-
- Growth in sales through the Nokia channel (Q4 FY2015 vs. Q4 FY2014 increase of $10.3 million; FY2015
vs. FY2014 increase of $37.0 million).
-
- Growth in direct sales to a Tier 1 carrier located in India (Q4 FY2015 vs. Q4 FY2014 increase of
$7.3 million; FY2015 vs. FY2014 increase of $26.3 million).
-
- Increases in direct and indirect sales in North America, Europe, and the Middle East & Africa were only partially
offset by smaller decreases in other regions (Q4 FY2015 vs. Q4 FY2014 net increase of $8.3 million; FY2015 vs. FY2014 net increase of $4.5 million).
-
- Our gross profit percentage in the fourth quarter of FY2015 increased to 19.4%, compared to 14.5% in the fourth quarter of FY2014. The increased gross profit percentage relates to lower material costs and lower production and repair costs.
9
DragonWave Inc.
Management's Discussion and Analysis
For the three and twelve months ended February 28, 2015
Tables are expressed in USD $000's except share and per share amounts unless otherwise indicated
-
- Operating expenses decreased $0.5 million and $2.5 million, respectively, compared to the same three and twelve month periods in the previous fiscal year. The following table highlights the key factors contributing to the decrease.
|
Q4 FY2015 vs. Q4 FY2014 |
Full Year FY2015 vs. Full Year FY2014 |
|||||
---|---|---|---|---|---|---|---|
Key Drivers: |
|||||||
Lower depreciation on fixed assets |
(0.4 | ) | (2.4 | ) | |||
Lower professional fees, bad debt expense and commodity tax in China |
| (1.0 | ) | ||||
Decreased global rental costs |
(0.1 | ) | (0.3 | ) | |||
Changes in spending on software and materials for prototype |
(0.3 | ) | 0.5 | ||||
Increased compensation related spending and travel |
1.0 | 2.1 | |||||
Other |
(0.1 | ) | 0.4 | ||||
Foreign exchange |
(0.6 | ) | (1.8 | ) | |||
|
(0.5 | ) | (2.5 | ) | |||
-
- A fair value adjustment gain of $1.0 million and $2.0 million, respectively, was realized during the three
and twelve month periods ended February 28, 2015, as a result of a depreciation of the warrant valuation on the remaining warrants outstanding from the public equity offerings completed in
September 2013 and August 2014. This compared to a fair value adjustment loss of $0.4 million and gain of $3.2 million in the three and twelve month periods ended
February 28, 2014 resulting from the September 2013 public equity offering.
-
- Other items before taxes impacting the loss in the fourth quarter and in fiscal 2015 totaled $0.6 million and
$2.2 million, respectively, and included amortization of software assets, accretion expense, interest expense, a gain on change in estimate, a gain on sale of fixed assets and a foreign
exchange gain.
-
- The net loss applicable to shareholders was $2.3 million and $21.5 million, respectively, for the three and
twelve months ended February 28, 2015.
-
- In the three and twelve month periods ended February 28, 2015 we drew an additional $5.8 million and $17.4 million respectively on our line of credit which became available to us as our accounts receivable balance increased. Our ending cash position at February 28, 2015 was $23.7 million, as compared to $29.5 million at the end of the third quarter of fiscal 2015 and $19.0 million at February 28, 2014.
New Wins
On April 22, 2015 we announced that we had signed a Master Purchase Agreement for Technical Products and Related Services with a tier one North American carrier. This new agreement complements and expands current agreements between us and this customer. In keeping with industry norms, the agreement does not include any volume commitments; it establishes the framework for future business from this important, long-standing customer.
On April 7, 2015 we announced that Saudi Telecom Company (STC), the largest network operator in the Kingdom of Saudi Arabia, had entered into a supply agreement for our products to support its enterprise network expansion. STC has ordered Horizon Compact+ and Harmony Enhanced high capacity microwave products in its aggressive network expansions. Our agreement with STC was made in partnership with Creative
10
DragonWave Inc.
Management's Discussion and Analysis
For the three and twelve months ended February 28, 2015
Tables are expressed in USD $000's except share and per share amounts unless otherwise indicated
Telecom Company (CTC) and Waseela For Technology Consultations (Waseela), which will provide local integration services.
We continue to pursue opportunities to expand our customer base and our sales to existing customers around the world.
Revenue Expectations Update to Guidance During Q4
On January 13, 2015, at the time of the release of our financial statements for the third quarter ended February 28, 2015, we announced that we anticipated fourth quarter revenue growth in the range of up to 10% over the $47.3 million revenue we achieved in the third quarter of fiscal year 2015. On March 5, 2015, we communicated updated revenue expectations of approximately $44.0 million for the quarter ended February 28, 2015. Revenue was anticipated to be lower due to uneven timing of installation services revenue, shipments that did not make the Q4 cut-off date, and delays in equipment orders. Actual revenue in Q4 decreased by $3.6 million compared to Q3 of fiscal year 2015. The primary drivers for the decrease were as follows:
Three months ended November 30, 2014 |
47,320 | |||
Decrease in direct sales to a Tier 1 carrier located in India |
(5,056 | ) | ||
Decrease in sales through Nokia Channel |
(3,432 | ) | ||
Increase in direct and indirect sales in North America |
3,357 | |||
Increase in direct sales in Europe, Middle East & Africa |
3,292 | |||
Other |
(1,739 | ) | ||
|
(3,578 | ) | ||
Three months ended February 28, 2015 |
43,742 | |||
Relationship with Nokia
We closed our acquisition of Nokia's microwave transport business on June 1, 2012. At the time of the acquisition we became the preferred strategic supplier of packet microwave and related products to Nokia. The integration phase for the transaction is now complete.
On April 10, 2013 we announced a renewed framework with Nokia which included:
-
- The settlement of a contingent receivable whereby Nokia paid us $13.8 million (balance sheet impacting only).
-
- The termination of a services agreement with Nokia which resulted in a reduction of our accounts payable by
$13.3 million.
-
- The elimination of a capital lease obligation ($1.3 million) and corresponding assets ($0.6 million).
-
- Our agreement to a termination fee in the amount of $8.7 million to be paid by us to Nokia in installments. As of the date of this MD&A, $4.4 million of this fee has been paid.
The net impact to the statement of operations resulting from the renewed framework was a gain on contract amendment of $5.3 million during the year ended February 28, 2014. During the year ended February 28, 2014, we also entered into a revised agreement that reduced a capital lease obligation with Nokia associated with our operations in India by $0.4 million, which impacted the gain on contract amendment.
11
DragonWave Inc.
Management's Discussion and Analysis
For the three and twelve months ended February 28, 2015
Tables are expressed in USD $000's except share and per share amounts unless otherwise indicated
Over time, our relationship with Nokia has become one based on the value that each party brings to the other across diverse domains including technology collaboration, product management and customer services and support. Either party may use alternative partners or products. Nokia has recently announced the formation of a microwave ecosystem administered through its Partner Business Unit (PBU). The PBU was established to facilitate Nokia's delivery of partner products and services alongside the Nokia portfolio. We are a member of PBU's microwave ecosystem together with other microwave vendors. In April 2015, Nokia announced its proposed combination with Alcatel-Lucent (ALU), which has a vertically integrated microwave business unit. The combination is subject to regulatory approvals and other conditions.
While Nokia has reaffirmed its commitment to partnering, both the introduction of the multi-vendor microwave ecosystem and the proposed Alcatel-Lucent combination increases uncertainty for the future of this channel. In recognition of this, we are seeking Nokia's agreement to changes to our existing contractual framework to support our cash flows and rationalize future legacy support obligations.
Adjusted Cashflow from Operations/Adjusted EBITDA
Please note: Adjusted Cashflow from Operations/Adjusted EBITDA is a non-GAAP measure. See "Use of Non-GAAP Performance Measures".
|
FY15 Q4 |
FY15 Q3 |
FY15 Q2 |
FY15 Q1 |
|||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Revenue |
43,742 | 47,320 | 37,933 | 28,771 | |||||||||
Cost of Sales |
35,245 | 39,602 | 32,040 | 22,885 | |||||||||
Gross Profit |
8,497 | 7,718 | 5,893 | 5,886 | |||||||||
|
19.4 | % | 16.3 | % | 15.5 | % | 20.5 | % | |||||
Add: |
|||||||||||||
Inventory Provisions |
1,187 | 272 | 1,223 | 90 | |||||||||
Gross profit before inventory provisions (Note 1) |
9,684 | 7,990 | 7,116 | 5,976 | |||||||||
|
22.1 | % | 16.9 | % | 18.8 | % | 20.8 | % | |||||
Operating Expenses |
11,304 |
12,192 |
12,165 |
12,056 |
|||||||||
Less: |
|||||||||||||
Amortization |
(446 | ) | (519 | ) | (658 | ) | (697 | ) | |||||
Options Expense |
(302 | ) | (321 | ) | (288 | ) | (359 | ) | |||||
|
10,556 | 11,352 | 11,219 | 11,000 | |||||||||
Adjusted Cashflow from Operations/Adjusted EBITDA |
(872 | ) | (3,362 | ) | (4,103 | ) | (5,024 | ) | |||||
Note 1: Gross profit before inventory provisions is a non-GAAP financial measure. See "Use of Non-GAAP Performance Measures".
Revenue and Expenses
Revenue
We continue to have one reportable segment, broadband wireless backhaul equipment. The vast majority of our sales come from the shipment of equipment (as opposed to services or software) either through direct sales, sales to distributors, or through original equipment manufacturers (OEMs).
12
DragonWave Inc.
Management's Discussion and Analysis
For the three and twelve months ended February 28, 2015
Tables are expressed in USD $000's except share and per share amounts unless otherwise indicated
We also analyze our sales according to geographic region and target product development and sales strategies to meet the unique requirements of each region. Through co-operation with our channel partner, Nokia, we have visibility to the geographical location of our shipments through Nokia's various warehouses. The table below displays this information.
|
Three months ended February 28, 2015 | Twelve months ended February 28, 2015 | |||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Direct & Indirect Sales |
OEM Sales through Nokia |
Total | % of total revenue |
Direct & Indirect Sales |
OEM Sales through Nokia |
Total | % of total revenue |
|||||||||||||||||
Canada |
1,136 | | 1,136 | 3% | 4,358 | | 4,358 | 3% | |||||||||||||||||
Europe |
406 | 9,338 | 9,744 | 22% | 4,484 | 39,734 | 44,218 | 28% | |||||||||||||||||
India |
7,310 | 2,622 | 9,932 | 23% | 26,291 | 10,854 | 37,145 | 24% | |||||||||||||||||
United States |
8,428 | | 8,428 | 19% | 23,451 | | 23,451 | 15% | |||||||||||||||||
Asia Pacific |
609 | 663 | 1,272 | 3% | 1,559 | 11,823 | 13,382 | 8% | |||||||||||||||||
Africa |
1,093 | 4,068 | 5,161 | 12% | 1,759 | 10,321 | 12,080 | 8% | |||||||||||||||||
Middle East |
3,648 | 3,602 | 7,250 | 17% | 6,311 | 11,412 | 17,723 | 11% | |||||||||||||||||
Carribean & Latin America |
816 | 3 | 819 | 1% | 5,266 | 143 | 5,409 | 3% | |||||||||||||||||
|
23,446 | 20,296 | 43,742 | 100% | 73,479 | 84,287 | 157,766 | 100% | |||||||||||||||||
In the fiscal year ended February 28, 2014 we did not have visibility as to the geographic breakdown of sales shipped through Nokia's warehouses to the end customer. Below is the financial information available on the geographic distribution of our sales at that time.
|
For the three months ended | For the year ended | |||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
February 28, 2014 | February 28, 2014 | |||||||||||
|
Amount | % | Amount | % | |||||||||
Canada |
848 | 5% | 5,288 | 6% | |||||||||
North America (excluding Canada) |
3,222 | 18% | 19,035 | 21% | |||||||||
Europe, Middle East, and Africa (excluding Finland) |
883 | 5% | 11,330 | 13% | |||||||||
Finland |
7,880 | 44% | 38,140 | 42% | |||||||||
India |
2,127 | 12% | 9,093 | 10% | |||||||||
Other |
2,897 | 16% | 7,125 | 8% | |||||||||
Total Revenue |
17,857 | 100% | 90,011 | 100% | |||||||||
Volume of Units Shipped
The number of units shipped has increased substantially over time and this trend indicates in part the ability of the logistics and operations segments of the business to scale our manufacturing and shipping capacity to larger volume levels. It also indicates the significant downward pricing pressure experienced by our business.
|
FY2015 | FY2014 | FY2013 | FY2012 | FY2011 | |||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Revenue |
$ | 157,766 | $ | 90,011 | $ | 123,877 | $ | 45,656 | $ | 118,010 | ||||||
Number of Units (Links) shipped |
42,860 |
26,652 |
25,465 |
4,100 |
10,117 |
13
DragonWave Inc.
Management's Discussion and Analysis
For the three and twelve months ended February 28, 2015
Tables are expressed in USD $000's except share and per share amounts unless otherwise indicated
Cost of Sales and Expenses
A large component of our cost of sales is the cost of products purchased from outsourced manufacturers. Final testing and assembly for the links sold by us is carried out both at our premises and at the premises of our contract manufacturers. Additional costs for logistics and warranty activities are included in cost of sales. We use the services of a number of outsourced contract manufacturers with locations in Germany, China and Malaysia.
Research and development ("R&D") costs relate mainly to the compensation of our engineering group and the material consumption associated with prototyping activities.
Sales and marketing ("S&M") expenses include the remuneration of sales staff, travel and trade show activities and customer support services.
General and administrative ("G&A") expenses relate to the remuneration of related personnel, professional fees associated with tax, accounting and legal advice, and insurance costs.
Occupancy and information systems costs are related to our leasing costs and communications networks and are accumulated and allocated, based on headcount, to all functional areas in our business.
Additional Investment in DragonWave HFCL India Private Limited.
During the year ended February 28, 2014 we contributed an additional $0.2 million to DragonWave HFCL India Private Limited, in the form of a capital contribution. Subsequent to year end, the non-controlling shareholder which owns 49.9% of the subsidiary contributed its portion of the capital contribution.
Comparison of the three months and twelve months ended February 28, 2015 and February 28, 2014
Revenue
Three Months Ended | Twelve Months Ended | ||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
February 28, 2015 |
February 28, 2014 |
Variance | February 28, 2015 |
February 28, 2014 |
Variance | ||||||||||
$ |
$ |
$ |
$ |
$ |
$ |
||||||||||
43,742 |
17,857 | 25,885 | 157,766 | 90,011 | 67,755 |
14
DragonWave Inc.
Management's Discussion and Analysis
For the three and twelve months ended February 28, 2015
Tables are expressed in USD $000's except share and per share amounts unless otherwise indicated
The two main factors which led to the increase in revenue when compared to the prior year period were (1) an increase in sales through the Nokia channel and (2) a key account win with Reliance Jio in India. We saw increases in direct sales to North America, Europe, and the Middle East resulting from project-based deployments.
|
Three months ended |
Twelve months ended |
|||||
---|---|---|---|---|---|---|---|
Revenue ended February 28, 2014 |
17,857 | 90,011 | |||||
Growth in sales through Nokia Channel |
10,289 |
36,971 |
|||||
Growth in direct sales to a Tier 1 carrier located in India |
7,310 | 26,291 | |||||
Increase in direct and indirect sales in North America |
6,527 | 4,201 | |||||
Increase in direct sales in Europe, Middle East & Africa |
3,581 | 1,559 | |||||
Other |
(1,822 | ) | (1,267 | ) | |||
Total Change |
25,885 | 67,755 | |||||
Revenue ended February 28, 2015 |
$ | 43,742 | $ | 157,766 | |||
Gross Profit
|
Three Months Ended | Twelve Months Ended | |||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
February 28, 2015 |
February 28, 2014 |
Variance | February 28, 2015 |
February 28, 2014 |
Variance | |||||||||||||
|
$ |
$ |
$ |
$ |
$ |
$ |
|||||||||||||
Gross Profit before inventory provisions |
9,684 | 3,115 | 6,569 | 30,765 | 11,741 | 19,024 | |||||||||||||
(Note) |
22.1% | 17.4% | 4.7% | 19.5% | 13.0% | 6.5% | |||||||||||||
Inventory provisions |
1,187 |
526 |
661 |
2,771 |
1,078 |
1,693 |
|||||||||||||
Gross Profit |
8,497 |
2,589 |
5,908 |
27,994 |
10,663 |
17,331 |
|||||||||||||
|
19.4% | 14.5% | 4.9% | 17.7% | 11.8% | 5.9% |
Note: Gross profit before inventory provision is a non-GAAP financial measure. See "Use of Non-GAAP Performance Measures".
Our gross profit percentage improved relative to the previous year in both the three and twelve month periods ended February 28, 2015. This improvement relates to lower material costs, lower overhead costs driven by the increased focus on outsourcing and warehousing changes and reduced warranty costs. These changes were offset by inventory provisions in the three and twelve months ended February 28, 2015 of $1.2 million and $2.8 million respectively. The inventory provisions were taken on older product platforms as customers continue the rapid adoption of our higher capacity products. The increase in total sales volume also resulted in an increase in our gross profit. We continue to actively pursue additional gross profit improvements through better material costs and more favourable logistics performance.
15
DragonWave Inc.
Management's Discussion and Analysis
For the three and twelve months ended February 28, 2015
Tables are expressed in USD $000's except share and per share amounts unless otherwise indicated
Expenses
The Impact of Foreign Exchange ("FX") on Operating Expenses
Operating expenses include compensation costs, professional fees and consulting services paid in local currencies. We pay for expenses in a variety of currencies most notably Canadian dollars. The following table breaks down the composition of our operating expense disbursements by currency.
During the fiscal year ended February 28, 2015, the Canadian dollar weakened relative to the U.S dollar, and as a result expenses paid for in Canadian dollars when translated to U.S. dollars are lower. The table below highlights the change in the foreign exchange rates used to translate Canadian dollars to United States dollars in operating expenses.
|
|
|
|
CAD to USD | |
||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Operating expenses by Currency | |
|
FY2014 Average |
FY2015 Average |
|
|
|||||||||||||
|
|
% change |
|
||||||||||||||||
CAD |
48% | Q1 | 0.983 | 0.907 | 8% | ||||||||||||||
USD |
19% | Q2 | 0.963 | 0.924 | 4% | ||||||||||||||
CNY |
16% | Q3 | 0.958 | 0.898 | 6% | ||||||||||||||
EUR |
6% | Q4 | 0.928 | 0.843 | 9% | ||||||||||||||
Other |
11% | ||||||||||||||||||
|
100% | Yearly Average | 0.958 | 0.893 | 7% | ||||||||||||||
Research and Development ("R&D")
Three Months Ended | Twelve Months Ended | |||||||||
---|---|---|---|---|---|---|---|---|---|---|
February 28, 2015 |
February 28, 2014 |
Variance | February 28, 2015 |
February 28, 2014 |
Variance | |||||
$ |
$ |
$ |
$ |
$ |
$ |
|||||
3,766 |
4,863 | (1,097) | 16,812 | 19,948 | (3,136) |
Depreciation expense levels are lower than they were in the previous year because spending on R&D test equipment has been limited for the past two years. A favourable commodity tax ruling in China also resulted in lower expenses (approximately $0.5 million for the fiscal year ended February 28, 2015) for our R&D organization, and spending on external contractors has decreased as well. The impact of a weakened Canadian dollar reduced our United States dollar denominated expenses by $0.5 million in fiscal year 2015.
16
DragonWave Inc.
Management's Discussion and Analysis
For the three and twelve months ended February 28, 2015
Tables are expressed in USD $000's except share and per share amounts unless otherwise indicated
Changes to R&D Expense in USD Millions:
|
Q4 FY2015 vs. Q4 FY2014 |
Full Year FY2015 vs. Full Year FY2014 |
|||||
---|---|---|---|---|---|---|---|
Key Drivers: |
|||||||
Lower depreciation on fixed assets |
(0.5 | ) | (2.5 | ) | |||
Lower external contractor costs, and commodity tax in China |
(0.4 | ) | (1.3 | ) | |||
Occupancy costs and rental fees (new location in China in Q4) |
(0.1 | ) | | ||||
Changes in spending on software and materials for prototype |
(0.1 | ) | 0.2 | ||||
Increased compensation related spending and travel |
0.4 | 0.7 | |||||
Other (including government subsidy in China in Q4) |
(0.2 | ) | 0.2 | ||||
Foreign exchange |
(0.2 | ) | (0.4 | ) | |||
|
(1.1 | ) | (3.1 | ) | |||
Sales and Marketing ("S&M")
Three Months Ended | Twelve Months Ended | |||||||||
---|---|---|---|---|---|---|---|---|---|---|
February 28, 2015 |
February 28, 2014 |
Variance | February 28, 2015 |
February 28, 2014 |
Variance | |||||
$ |
$ |
$ |
$ |
$ |
$ |
|||||
3,745 |
3,165 | 580 | 13,975 | 13,201 | 774 |
The S&M organization, which includes marketing, product line management, customer service and sales, grew between the fourth quarter of fiscal year 2014 and the fourth quarter of fiscal year 2015. We continue to adjust these teams internationally to meet the regional requirements of our customer base.
Changes to S&M expense in USD Millions:
|
Q4 FY2015 vs. Q4 FY2014 |
Full Year FY2015 vs. Full Year FY2014 |
|||||
---|---|---|---|---|---|---|---|
Key Drivers: |
|||||||
Variable compensation corresponding to increase in sales |
0.3 | 0.3 | |||||
Compensation related spending growth primarily outside of Canada |
0.2 | 0.5 | |||||
Trial equipment write off |
0.2 | 0.2 | |||||
Travel, professional fees and other |
0.1 | 0.3 | |||||
Foreign exchange |
(0.2 | ) | (0.5 | ) | |||
|
0.6 | 0.8 | |||||
17
DragonWave Inc.
Management's Discussion and Analysis
For the three and twelve months ended February 28, 2015
Tables are expressed in USD $000's except share and per share amounts unless otherwise indicated
General and Administrative ("G&A")
Three Months Ended | Twelve Months Ended | |||||||||
---|---|---|---|---|---|---|---|---|---|---|
February 28, 2015 |
February 28, 2014 |
Variance | February 28, 2015 |
February 28, 2014 |
Variance | |||||
$ |
$ |
$ |
$ |
$ |
$ |
|||||
3,793 |
3,762 | 31 | 16,930 | 17,087 | (157) |
G&A expenses include Finance, HR, the Executive office, as well as the portion of the costs of the Operations organization which do not flow directly into Cost of Goods sold. The table below shows that growth in a number of areas has been offset by the impact of the foreign currency translation of the largely Canadian expense base.
Changes to G&A Expenses in USD Millions:
|
Q4 FY2015 vs. Q4 FY2014 |
Full Year FY2015 vs. Full Year FY2014 |
|||||
---|---|---|---|---|---|---|---|
Key Drivers: |
|||||||
Operations & warehouse spending (portion not in COGS) |
0.1 | (0.4 | ) | ||||
Rental fees and occupancy costs |
(0.1 | ) | (0.4 | ) | |||
Professional fees & bad debt expense |
0.5 | 0.3 | |||||
Compensation related spending |
0.1 | 0.4 | |||||
DragonWave HFCL (India) higher spending |
(0.1 | ) | 0.2 | ||||
Travel expenses |
| 0.3 | |||||
IT infrastructure and software costs |
(0.3 | ) | 0.3 | ||||
Foreign exchange |
(0.2 | ) | (0.9 | ) | |||
|
| (0.2 | ) | ||||
Amortization of Intangible Assets
|
Three Months Ended | Twelve Months Ended | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|
|
February 28, 2015 |
February 28, 2014 |
Variance | February 28, 2015 |
February 28, 2014 |
Variance | ||||||
|
$ |
$ |
$ |
$ |
$ |
$ |
||||||
Amortization of Nokia intangible favourable AR terms |
| | | | 598 | (598) | ||||||
Amortization of computer software & infrastructure software |
207 | 404 | (197) | 1,188 | 1,302 | (114) | ||||||
|
207 | 404 | (197) | 1,188 | 1,900 | (712) | ||||||
The amortization of software is decreasing slightly as the net book value of intangible assets including Infrastructure Systems Software and Computer Software is reduced. During the twelve months ended February 28, 2014, we fully amortized the remaining balance associated with favourable Accounts Receivable terms which was an intangible asset acquired as part of our acquisition of Nokia's microwave transport business.
18
DragonWave Inc.
Management's Discussion and Analysis
For the three and twelve months ended February 28, 2015
Tables are expressed in USD $000's except share and per share amounts unless otherwise indicated
Accretion Expense
Three Months Ended | Twelve Months Ended | |||||||||
---|---|---|---|---|---|---|---|---|---|---|
February 28, 2015 |
February 28, 2014 |
Variance | February 28, 2015 |
February 28, 2014 |
Variance | |||||
$ |
$ |
$ |
$ |
$ |
$ |
|||||
59 |
48 | 11 | 168 | 222 | (54) |
During the three and twelve months ended February 28, 2015 we incurred accretion expenses associated with the termination liability in connection with the termination of a services agreement with Nokia discussed above under "Relationship with Nokia" and a smaller portion associated with capital leases. The accretion expense in both the three and twelve months ended February 28, 2014 relates to capital leases which we acquired as part of our acquisition of Nokia's microwave transport business.
Interest Expense
|
Three Months Ended | Twelve Months Ended | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|
|
February 28, 2015 |
February 28, 2014 |
Variance | February 28, 2015 |
February 28, 2014 |
Variance | ||||||
|
$ |
$ |
$ |
$ |
$ |
$ |
||||||
Amortization of deferred financing costs |
14 | 138 | (124) | 187 | 622 | (435) | ||||||
Interest on the Debt |
470 | 259 | 211 | 1,401 | 1,016 | 385 | ||||||
Other |
(32) | 43 | (75) | (31) | 112 | (143) | ||||||
|
452 | 440 | 12 | 1,557 | 1,750 | (193) | ||||||
We have a credit line available to us of $40.0 million plus $4.0 million for letters of credit and foreign exchange facilities. The credit line will expire on June 1, 2016.
As of February 28, 2015, $32.4 million is outstanding on the line of credit and $1.9 million against its letter of credit facility. As of the date of this MD&A, no additional funds have been drawn down on the line of credit. Interest rates vary with market rate fluctuations, with loans bearing interest in the range of 3% to 4% above the applicable base rates. During the three and twelve months ended February 28, 2015 the weighted average debt outstanding was $27.9 million and $20.3 million, respectively (three months and twelve months ended February 28, 2014 $15.0 million). We capitalized the fees associated with the creation and renegotiation of the line and are amortizing those costs over the life of the facility.
(Loss) / Gain on Change in Estimate
Three Months Ended | Twelve Months Ended | |||||||||
---|---|---|---|---|---|---|---|---|---|---|
February 28, 2015 |
February 28, 2014 |
Variance | February 28, 2015 |
February 28, 2014 |
Variance | |||||
$ |
$ |
$ |
$ |
$ |
$ |
|||||
(234) |
(553) | 319 | 67 | 2,759 | (2,692) |
19
DragonWave Inc.
Management's Discussion and Analysis
For the three and twelve months ended February 28, 2015
Tables are expressed in USD $000's except share and per share amounts unless otherwise indicated
There are three factors contributing to the (loss)/gain on change in estimate during the three and twelve months ended February 28, 2015:
-
- In the fourth quarter of fiscal year 2015, we reduced the estimated receivable related to the disposition of
DragonWave Ltd. (Israel); this estimate change had a ($52 thousand) impact on the Statement of Operations (Q4 FY2014 impact of ($0.6 million)).
-
- In the fourth quarter of fiscal year 2015, we increased the value of product related accrued liabilities by
($0.2 million) estimated at the time of the acquisition of Nokia's microwave transport (fiscal year 2014 we reduced the liability by
$2.7 million).
-
- In the twelve months ended February 28, 2015 we reduced the termination liability for the Italian services agreement which created a gain of $0.3 million (fiscal year 2014 gain of $0.3 million).
In the twelve months ended February 28, 2014 we also changed the estimate of our Israeli lease liability which created a gain of $0.3 million.
Gain on Contract Amendment
Three Months Ended | Twelve Months Ended | |||||||||
---|---|---|---|---|---|---|---|---|---|---|
February 28, 2015 |
February 28, 2014 |
Variance | February 28, 2015 |
February 28, 2014 |
Variance | |||||
$ |
$ |
$ |
$ |
$ |
$ |
|||||
|
| | | 5,702 | (5,702) |
As described in the section entitled "Relationship with Nokia", a number of factors make up the gain on contract amendment in the previous fiscal year. The following table breaks down those elements, in USD millions:
|
FY2014 | |||
---|---|---|---|---|
Reduction in an Indian capital lease obligation |
(0.4 | ) | ||
Reduction in accounts payable balance |
(13.3 | ) | ||
Reduction in capital assets |
0.6 | |||
Elimination of the capital lease obligation |
(1.3 | ) | ||
Recognition of the termination fee |
8.7 | |||
Gain on Contract Amendment |
(5.7 | ) | ||
Warrant Issuance Costs
Three Months Ended | Twelve Months Ended | |||||||||
---|---|---|---|---|---|---|---|---|---|---|
February 28, 2015 |
February 28, 2014 |
Variance | February 28, 2015 |
February 28, 2014 |
Variance | |||||
$ |
$ |
$ |
$ |
$ |
$ |
|||||
|
| | (221) | (662) | 441 |
On August 1, 2014 we completed an equity offering which included the issuance of warrants. Of the total equity issuance costs of $2.3 million, $0.2 million was attributed to the warrants specifically and expensed to our
20
DragonWave Inc.
Management's Discussion and Analysis
For the three and twelve months ended February 28, 2015
Tables are expressed in USD $000's except share and per share amounts unless otherwise indicated
consolidated statement of operations in the twelve months ended February 28, 2015. The remaining issuance costs were netted against the proceeds of the offering. Similarly, in the previous fiscal year, on September 23, 2013, we completed an equity offering, which included the issuance of warrants. A portion of the total issuance costs were also expensed to our consolidated statement of operations in the twelve months ended February 28, 2014. See "Equity Offerings and Use of Proceeds" below.
Fair Value Adjustment Warrant Liability
Three Months Ended | Twelve Months Ended | |||||||||
---|---|---|---|---|---|---|---|---|---|---|
February 28, 2015 |
February 28, 2014 |
Variance | February 28, 2015 |
February 28, 2014 |
Variance | |||||
$ |
$ |
$ |
$ |
$ |
$ |
|||||
979 |
(352) | 1,331 | 2,007 | 3,235 | (1,228) |
The warrant liability is required to be presented at its estimated fair value as at each balance sheet date. Increases or decreases in fair value of the warrants are included as a component of other income (expense) in our consolidated statement of operations. The income for the three and twelve months ended February 28, 2015 related to the warrants which were issued pursuant to the 2013 Equity Offering and the 2014 Equity Offering.
Foreign Exchange Gain (Loss)
Three Months Ended | Twelve Months Ended | |||||||||
---|---|---|---|---|---|---|---|---|---|---|
February 28, 2015 |
February 28, 2014 |
Variance | February 28, 2015 |
February 28, 2014 |
Variance | |||||
$ |
$ |
$ |
$ |
$ |
$ |
|||||
327 |
(311) | 638 | 846 | (1,530) | 2,376 |
The foreign exchange gains and losses for both the three and twelve months ended February 28, 2015 resulted from the translation of foreign denominated monetary accounts and the strength of the U.S. dollar relative to foreign currencies. During the three and twelve months ended February 28, 2015 the translation of cash accounts resulted in foreign currency losses of $0.4 million and $0.9 million respectively, while the translation of foreign currency denominated liability accounts, particularly those denominated in Euro, resulted in foreign currency gains which more than offset the foreign exchange losses.
Income Taxes (Recovery) Expense
Three Months Ended | Twelve Months Ended | |||||||||
---|---|---|---|---|---|---|---|---|---|---|
February 28, 2015 |
February 28, 2014 |
Variance | February 28, 2015 |
February 28, 2014 |
Variance | |||||
$ |
$ |
$ |
$ |
$ |
$ |
|||||
(330) |
128 | (458) | 717 | 398 | 319 |
The tax expense in the three and twelve months ended February 28, 2015 reflects the anticipated payment of taxes in entities which perform R&D or sales and customer support services for DragonWave internationally. It also reflects the anticipated payment of taxes in India. In fiscal year 2014 our tax expense related primarily to China. In fiscal year 2015 our tax expense relates to anticipated cash taxes payable in China and India offset by a
21
DragonWave Inc.
Management's Discussion and Analysis
For the three and twelve months ended February 28, 2015
Tables are expressed in USD $000's except share and per share amounts unless otherwise indicated
$0.4 million refund anticipated from the U.S.A. as a result of a favourable tax ruling related to fiscal year 2010. We actively seek and apply for all tax incentive programs available in these jurisdictions to minimize these expenses wherever possible.
As at February 28, 2015, we had cumulative operating tax loss carry forwards in the following jurisdictions: Canada $109.0 million, United States $8.0 million and Luxembourg $53.5 million. We also had capital loss carryforwards in the following jurisdictions: Canada $16.3 million, and the United States $45.5 million. In addition, we had $15.6 million of investment tax credits available to reduce future federal Canadian income taxes payable and $2.6 million available to reduce future provincial income taxes payable.
Use of Non-GAAP Performance Measures
"Gross profit before inventory provisions"
In this MD&A we break out "Gross profit before inventory provisions" as this measure allows management to evaluate our operational performance and compare to prior periods more effectively. "Gross profit before inventory provisions" does not have any standardized meaning prescribed by GAAP, it is therefore unlikely to be comparable to similar measures presented by other issuers and is not designed to replace other measures of financial performance or the statement of operations as an indicator of performance. This measure should not be considered in isolation or as a substitute for other measures of performance calculated according to GAAP. We believe that it is useful to compare gross profit results without the impact of inventory provisions, since our inventory provisions generally relate to discontinuance of products. We believe this non-GAAP measure also provides investors with a better ability to understand our operational performance. We calculate "Gross profit before inventory provisions" consistently over each fiscal period.
The most directly comparable GAAP measure presented in our interim financial statements for the three and twelve months ended February 28, 2015 to "Gross profit before inventory provisions" is "Gross profit".
"Adjusted Cashflow from Operations/Adjusted EBITDA"
In this MD&A we also break out "Adjusted Cashflow from Operations" also called "Adjusted EBITDA". This measure corresponds to earnings before interest, taxes, depreciation and amortization less elements that are non-cash in nature. Because it omits non-cash items, we feel that Adjusted Cashflow from Operations /Adjusted EBITDA better represents the cash impact of the results of operations in the period. Adjusted Cashflow from Operations/Adjusted EBITDA does not have any standardized meaning prescribed by GAAP, and is not designed to replace other measures of financial performance or the statement of operations as an indicator of performance. This measure should not be considered in isolation or as a substitute for other measures of performance calculated according to GAAP. Consistent improvement in Adjusted Cashflow from Operations/Adjusted EBITDA is one of management's primary objectives. Reducing cash usage from drivers other than working capital and capital investments is an important objective for us and we believe this financial measure is therefore useful to investors in evaluating our operating performance.
The most directly comparable GAAP measure presented in our interim financial statements for the three and twelve months ended February 28, 2015 to "Adjusted Cashflow from Operations/Adjustment EBITDA" is "Net Loss". A reconciliation of "Adjusted Cashflow from Operations/Adjusted EBITDA" to "Net Loss" is set out below.
22
DragonWave Inc.
Management's Discussion and Analysis
For the three and twelve months ended February 28, 2015
Tables are expressed in USD $000's except share and per share amounts unless otherwise indicated
Reconciliation of Adjusted Cashflow from Operations/Adjusted EBITDA to Net Loss
|
FY15 Q4 |
FY15 Q3 |
FY15 Q2 |
FY15 Q1 |
|||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Adjusted Cashflow from Operations/Adjusted EBITDA |
(872 | ) | (3,362 | ) | (4,103 | ) | (5,024 | ) | |||||
Include the following items: |
|||||||||||||
Amortization |
(446 | ) | (519 | ) | (658 | ) | (697 | ) | |||||
Options expense |
(302 | ) | (321 | ) | (288 | ) | (359 | ) | |||||
Inventory provisions |
(1,187 | ) | (272 | ) | (1,223 | ) | (90 | ) | |||||
Amortization of intangible assets |
(207 | ) | (333 | ) | (339 | ) | (309 | ) | |||||
Accretion expense |
(59 | ) | (69 | ) | | (40 | ) | ||||||
Interest expense |
(452 | ) | (301 | ) | (379 | ) | (425 | ) | |||||
(Loss)/Gain on change in estimate |
(234 | ) | 200 | | 101 | ||||||||
Gain on sale of fixed assets |
| 18 | | | |||||||||
Warrant issuance expenses |
| | (221 | ) | | ||||||||
Fair value adjustment warrant liability |
979 | 1,880 | (1,002 | ) | 150 | ||||||||
Foreign exchange gain (loss) |
327 | 145 | 253 | 121 | |||||||||
Income taxes |
330 | (502 | ) | (450 | ) | (95 | ) | ||||||
Net Loss |
(2,123 | ) | (3,436 | ) | (8,410 | ) | (6,667 | ) | |||||
Liquidity and Capital Resources
The following table sets out some of the key balance sheet metrics:
|
As at February 28, 2015 |
As at February 28, 2014 |
|||||
---|---|---|---|---|---|---|---|
Key Balance Sheet Amounts and Ratios: |
|||||||
Cash and Cash Equivalents |
23,692 | 18,992 | |||||
Working Capital |
61,000 | 40,051 | |||||
Long Term Assets |
18,546 | 18,326 | |||||
Long Term Liabilities |
34,778 | 16,934 | |||||
Working Capital Ratio |
2.5 : 1 | 2.2 : 1 | |||||
Days Sales Outstanding in accounts receivable |
96 days | 81 days | |||||
Inventory Turnover |
6.5 times | 1.9 times |
Note: Days Sales Outstanding in accounts receivable excluding a Tier 1 carrier in India were 59 days
Cash and Cash Equivalents
As at February 28, 2015, we had $23.7 million in Cash and Cash Equivalents ("Cash"), representing a $4.7 million increase from the Cash balance at February 28, 2014.
23
DragonWave Inc.
Management's Discussion and Analysis
For the three and twelve months ended February 28, 2015
Tables are expressed in USD $000's except share and per share amounts unless otherwise indicated
The following table explains the change in Cash during the three and twelve months ended February 28, 2015.
|
Three Months Ended |
|
|||||
---|---|---|---|---|---|---|---|
|
Twelve Months Ended |
||||||
|
February 28, 2015 | ||||||
|
February 28, 2015 | ||||||
Beginning Cash Balance |
29,546 | 18,992 | |||||
Net Loss adjusted for non cash items |
(254 | ) | (14,421 | ) | |||
Change in inventory (net of inventory provisions) |
(2,535 | ) | 3,351 | ||||
Change in accounts receivable, and other current assets |
(5,253 | ) | (31,313 | ) | |||
Change in accounts payable and other liabilities |
(2,006 | ) | 12,584 | ||||
Nokia termination liability |
(1,249 | ) | (3,286 | ) | |||
Change in other |
424 | 535 | |||||
Working capital changes and other changes |
(10,619 | ) | (18,129 | ) | |||
Capital asset acquisitions |
(702 | ) | (3,474 | ) | |||
Purchases of software |
(73 | ) | (347 | ) | |||
Cash used in investing activities |
(775 | ) | (3,821 | ) | |||
Change in debt facility |
5,800 | 17,400 | |||||
Capital leases |
(24 | ) | (739 | ) | |||
Net proceeds from the Offering |
0 | 23,960 | |||||
Other changes to equity (ESPP and issuance costs charged to warrant) |
18 | 450 | |||||
Cash provided through financing activities |
5,794 | 41,071 | |||||
Total Change in Cash |
(5,854 | ) | 4,700 | ||||
Ending Cash Balance |
23,692 | 23,692 | |||||
Key points associated with the Cash decrease of $5.9 million in the fourth quarter of fiscal year 2015 include:
-
- We borrowed a further $5.8 million against the line of credit.
-
- Inventory levels grew slightly as a result of the lower than anticipated sales in the quarter.
-
- Receivables, with longer payment terms than the terms we have with suppliers, grew at a greater rate than
our payables.
-
- We continued to invest in capital equipment and software required to meet capacity requirements for the recent increase in sales.
24
DragonWave Inc.
Management's Discussion and Analysis
For the three and twelve months ended February 28, 2015
Tables are expressed in USD $000's except share and per share amounts unless otherwise indicated
Working Capital
Changes in working capital
|
November 30, 2014 to February 28, 2015 |
February 28, 2014 to February 28, 2015 |
|||||
---|---|---|---|---|---|---|---|
Beginning working capital balance |
58,048 | 40,051 | |||||
Cash and cash equivalents |
(5,854 | ) | 4,700 | ||||
Trade receivables |
4,863 | 31,218 | |||||
Inventory |
1,348 | (6,122 | ) | ||||
Other current assets |
355 | (75 | ) | ||||
Future income tax asset |
(58 | ) | (8 | ) | |||
Accounts payable and accrued liabilities |
2,456 | (10,199 | ) | ||||
Deferred revenue |
(163 | ) | 154 | ||||
Capital lease obligation |
5 | 1,281 | |||||
Net change in working capital |
2,952 | 20,949 | |||||
Ending working capital balance |
61,000 | 61,000 | |||||
Trade Receivables
Our trade receivables balance increased by $31.2 million between February 28, 2014 and February 28, 2015 as a result of the increase in sales and variable payment terms of select customers. Our days sales outstanding increased to 96 days at February 28, 2015 versus 81 days at February 28, 2014. Our allowance for doubtful accounts continues to represent a small percentage of our total trade receivables outstanding (February 28, 2015 1.0%; February 28, 2014 3.0%).
As at February 28, 2015, two customers exceeded 10% of the total receivable balance. These customers represented 37% and 34% of the trade receivables balance (February 28, 2014 one customer represented 56% of the trade receivables balance).
Included in G&A expenses is a nominal bad debt expense for the three month period ended February 28, 2015 and $0.2 million for the twelve month period ended February 28, 2015 (fourth quarter fiscal year 2014 $48 thousand; full fiscal year 2014 $0.5 million).
25
DragonWave Inc.
Management's Discussion and Analysis
For the three and twelve months ended February 28, 2015
Tables are expressed in USD $000's except share and per share amounts unless otherwise indicated
Inventory
The inventory balance decreased by $6.1 million relative to the closing balance at February 28, 2014. By product category the decreases in inventory are as follows in USD millions:
Closing inventory February 28, 2014 |
30.4 | |||
Decrease in Horizon Compact Plus |
(2.5 | ) | ||
Decrease in Quantum |
(2.2 | ) | ||
Decrease in Horizon Compact (including provision increase of $0.7 million) |
(1.7 | ) | ||
Lower Overhead and Labour costs in inventory |
(0.9 | ) | ||
Decrease in Antennas, peripherals and other |
(0.6 | ) | ||
Increase in the Flexipacket product portfolio |
1.8 | |||
Net Change in Inventory |
(6.1 | ) | ||
Ending inventory at February 28, 2015 |
24.3 | |||
Accounts Payable and Accrued Liabilities
The accounts payable and accrued liabilities balance increased by $10.2 million between February 28, 2014 and February 28, 2015 primarily due to an increase in purchases tied to higher sales levels.
Debt Facility
On January 6, 2014, we extended the credit facility with Comerica Bank and Export Development Canada which was set to mature on June 1, 2016. The revised line has been increased to $40.0 million plus $4.0 million for letters of credit and foreign exchange facilities and will expire on June 1, 2016. The new terms of the credit facility include customary terms, conditions, covenants, and representations and warranties. Credit availability is subject to ongoing compliance with borrowing covenants and short term assets on hand. As at February 28, 2015, we had $32.4 million drawn on this facility, and in addition had utilized $1.9 million for letters of credit. Access to additional available funds is geared to future growth in accounts receivable. The credit facility is secured by a first priority charge on all of our assets and principal direct and indirect subsidiaries. Borrowing options under the credit facility include U.S. dollars, Canadian dollars and Euro loans. Interest rates vary with market rate fluctuations, with loans bearing interest in the range of 3% to 4% above the applicable base rates. Direct costs associated with obtaining the debt facility such as closing fees, registration and legal expenses have been capitalized and will be amortized over the thirty month term of the facility.
The credit facility contains financial covenants including minimum tangible net worth requirements, holding a minimum of $10.0 million within our lenders (Comerica Bank) operating account, and minimum liquidity ratio requirements. The credit facility also imposes certain restrictions on our ability to acquire capital assets above a threshold over a trailing six month period. Certain of our assets, including accounts receivable, inventory, and equipment, are pledged as collateral for the credit facility. Upon an event of default, outstanding obligations would be immediately due and payable unless a waiver is received.
We were in breach of one of our covenants in both March, 2014 and April, 2014. We obtained waivers for these breaches and amended the terms of the facility on May 13, 2014. We were in compliance with all covenants as at February 28, 2015.
26
DragonWave Inc.
Management's Discussion and Analysis
For the three and twelve months ended February 28, 2015
Tables are expressed in USD $000's except share and per share amounts unless otherwise indicated
Equity Offerings and Use of Proceeds
2014 Equity Offering
On August 1, 2014 we completed a public equity offering (the "2014 Equity Offering"). Under the terms of the 2014 Equity Offering, we issued and sold 15,927,500 units at CAD$1.80 per unit for aggregate gross proceeds of $26.2 million (CAD$28.7 million). After deducting commissions and expenses, we realized net proceeds of $24.0 million. Each unit consisted of one common share of the Company and one half of one warrant. Each whole warrant originally entitled the holder to purchase one of our common shares at an exercise price of CAD$2.25 per share until August 1, 2016. Upon issuance, we recognized a liability in the amount of $2.6 million for the warrants.
2013 Equity Offering
On September 23, 2013, pursuant to the public equity offering of units (the "2013 Equity Offering"), we issued 11,910,000 common shares and 8,932,500 warrants for proceeds, before deducting fees and expenses, of approximately $25.0 million. After deducting fees and expenses, we realized net proceeds of $22.4 million. The units were offered at a price of $2.10 per unit. Each unit consisted of one common share and three quarters of one warrant. Each whole warrant originally entitled the holder to purchase one common share at an exercise price of $2.70 per share until September 23, 2018, subject to certain adjustments. In connection with the 2014 Equity Offering, and pursuant to the terms of such warrants, the exercise price of the warrants issued in the 2013 Equity Offering was changed to $1.30 per share. As at September 23, 2013 we recognized a liability in the amount of $6.4 million for the warrants.
Use of Proceeds
On August 1, 2014, pursuant to the 2014 Equity Offering, we issued 15,927,500 common shares and 7,963,750 warrants for proceeds, before deducting fees and expenses, of approximately CAD$28.7 million. After deducting fees and expenses, we realized net proceeds of $24.0 million (CAD$26.2 million).
As previously disclosed, we planned to use the proceeds we received from the 2014 Equity Offering as follows: approximately CAD$11.5 million to strengthen our balance sheet, approximately CAD$5.7 million to fund working capital and approximately CAD$5.7 million for general corporate purposes. A portion of the aggregate net proceeds of the 2014 Equity Offering (being CAD$3.3 million) was received by us as a result of the exercise of the over-allotment option by the underwriters on August 1, 2014. As a result, the net proceeds were greater than anticipated. The additional net proceeds will be used to fund working capital.
In our industry, a strong balance sheet (in the sense of a cushion of available cash) is attractive to customers as it demonstrates the capacity to ramp up and support higher production levels. In some longer term and larger deployments, a certain amount of cash on the balance sheet is a precondition to qualifying to supply products. To the extent we are successful in winning more business, funds allocated to strengthening our balance sheet may be reallocated to supporting higher levels of production, including purchases of component inventory to support our supply chain. Any amounts for general working capital remain unallocated and will be expended at the discretion of management.
Although we intend to use the net proceeds from the 2014 Equity Offering for the purposes set forth above, we reserve the right to use such net proceeds for other purposes to the extent that circumstances, including unforeseen events and other sound business reasons, make such use necessary or prudent.
27
DragonWave Inc.
Management's Discussion and Analysis
For the three and twelve months ended February 28, 2015
Tables are expressed in USD $000's except share and per share amounts unless otherwise indicated
Reconciliation of Use of Proceeds
The following table sets out a comparison of the intended use of proceeds disclosed in the prospectus supplement dated July 25, 2014 publicly filed in connection with the 2014 Equity Offering (other than working capital):
Intended Use of Proceeds | Estimated Amount | Actual Use of Proceeds | Actual Amount | Variances | ||||||
---|---|---|---|---|---|---|---|---|---|---|
Strengthen our balance sheet |
CAD$11.5 million | Strengthen our balance sheet |
CAD$11.5 million | No variances to date | ||||||
General corporate purposes |
CAD$5.7 million | General corporate purposes |
CAD$5.7 million | No variances to date |
Liquidity Discussion
Our consolidated financial statements for the three and twelve months ended February 28, 2015 have been prepared assuming that we will continue as a going concern, which contemplates the realization of assets and the disbursement of liabilities in the normal course of business. We have consumed a significant amount of cash resources during the past three years, mainly attributable to material and operating expense base reductions that lagged reductions in sales volumes, and our acquisition and integration of Nokia's microwave transport business.
We have formulated a plan to return to cashflow break-even from operations and to continue to operate as a going concern. We plan to continue utilizing our asset backed lending facilities described in the "Debt Facility" section above to finance our working capital needs.
Some of the significant assumptions and associated risks of our plan to achieve cashflow break-even from operations include:
-
- Achieving growth in sales including capturing new accounts;
-
- Reducing the costs of our products to improve margin performance on hardware;
-
- Efficiently and cost effectively expanding into new regions including India and Russia;
-
- Continued access to debt under arrangements with our current lenders including renewal of credit line; and
-
- Adapting to changes resulting from Nokia's creation of its PBU and microwave ecosystem and Nokia's proposed combination with ALU.
While we believe that our assumptions are reasonable, actual events or circumstances may cause our assumptions to be incorrect and actual results may differ materially from the plan.
Commitments as at February 28, 2015
Future minimum operating lease payments as at February 28, 2015 per fiscal year relate to leases of office and warehouse space.
28
DragonWave Inc.
Management's Discussion and Analysis
For the three and twelve months ended February 28, 2015
Tables are expressed in USD $000's except share and per share amounts unless otherwise indicated
They are as follows:
|
|
Payment due by period (Figures are in thousands of USD) |
||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Contractual Obligations
|
Total | Less than 1 year |
1-3 years | 3-5 years | More than 5 years |
|||||||||||
Total Operating Lease Obligations |
$ | 2,700 | $ | 1,527 | $ | 1,173 | | | ||||||||
We are subject to claims and legal actions in the normal course of our business activities. We recognize a provision for estimated loss contingencies when it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. In management's opinion, adequate provisions have been made for all current and future claims.
Outstanding Share Data
Our common shares are listed on the Toronto Stock Exchange under the symbol DWI and on the NASDAQ under the symbol DRWI.
Our warrants issued on August 1, 2014 in connection with the 2014 Equity Offering are traded on the Toronto Stock Exchange under the symbol DWI.WT and on the NASDAQ Global Market under the symbol DRWIW.
The following tables show common share activity in the three and twelve months ended February 28, 2015.
|
Common Shares |
|||
---|---|---|---|---|
Balance at February 28, 2014 |
58,008,746 | |||
Exercise of warrants |
1,301,057 | |||
Public offering |
15,927,500 | |||
Other |
32,805 | |||
Balance at November 30, 2014 |
75,270,108 | |||
Other |
20,710 | |||
Balance at February 28, 2015 |
75,290,818 | |||
29
DragonWave Inc.
Management's Discussion and Analysis
For the three and twelve months ended February 28, 2015
Tables are expressed in USD $000's except share and per share amounts unless otherwise indicated
The following is a summary of stock option activity:
|
Three and twelve months ended February 28, 2015 |
||||||
---|---|---|---|---|---|---|---|
|
Options | Weighted Average Price (CAD) |
|||||
Options outstanding at February 28, 2014 |
3,173,321 | $ | 3.71 | ||||
Granted |
1,079,976 | $ | 2.11 | ||||
Forfeited |
(143,723 | ) | $ | 4.95 | |||
Options outstanding at November 30, 2014 |
4,109,574 | $ | 3.25 | ||||
Granted |
4,500 | $ | 1.07 | ||||
Forfeited |
(128,487 | ) | $ | 9.19 | |||
Options outstanding at February 28, 2015 |
3,985,587 | $ | 3.05 | ||||
As at February 28, 2015 the following securities were issued and outstanding: 75,290,818 common shares, options to purchase 3,985,587 common shares granted under our Share Based Compensation Plan, 80,000 restricted share units ("RSUs") granted under our Share Based Compensation Plan, and warrants exercisable for 10,052,500 common shares. The number of common shares issuable upon the exercise of the warrants is subject to adjustment in accordance with terms of the warrants.
On March 5, 2015 we announced that we had received a notice from NASDAQ that we were not in compliance with NASDAQ's Listing Rule 5450(a)(1), as the minimum bid price of our common shares had closed below $1.00 per share for 30 consecutive business days. The notification of noncompliance has no immediate effect on the listing or trading of our common shares on the NASDAQ Global Market under the symbol "DRWI".
As of May 8, 2015 the following securities were issued and outstanding: 75,305,761 common shares, options to purchase 3,834,757 common shares granted under our Share Based Compensation Plan, 60,000 RSUs granted under our Share Based Compensation Plan, and warrants exercisable for 10,052,500 common shares. The number of common shares issuable upon the exercise of the warrants is subject to adjustment in accordance with terms of the warrants.
Restricted Shares & Employee Share Purchase Plan
We launched an Employee Share Purchase Plan ("ESPP") on October 20, 2008. The plan includes provisions to allow employees to purchase common shares. We will match the employees' contribution at a rate of 25%. During the three and twelve months ended February 28, 2015 a total of 16,567 and 44,012 common shares were purchased by employees at fair market value, while we issued 4,139 and 11,003 common shares as its matching contribution, expressed net of 1,500 forfeited shares during the twelve months ended February 28, 2015. The shares we contributed will vest twelve (12) months after issuance.
We record an expense equal to the fair value of shares granted pursuant to the ESPP over the period the shares vest. The total fair value of the shares earned during the three and twelve months ended February 28, 2015 was $3 thousand and $13 thousand (three and twelve months ended February 28, 2014 $3 thousand and $23 thousand). The fair value of the unearned ESPP shares as at February 28, 2015 was $13 thousand
30
DragonWave Inc.
Management's Discussion and Analysis
For the three and twelve months ended February 28, 2015
Tables are expressed in USD $000's except share and per share amounts unless otherwise indicated
(February 28, 2014 $13 thousand). The number of shares held for release, and still restricted under the ESPP at February 28, 2015 was 11,000 (February 28, 2014 7,305).
Restricted Share Units (RSUs)
Pursuant to the terms of our Share Based Compensation Plan, we entered into restricted share unit agreements with certain of our independent directors. These units which were issued during July 2014 are unvested and subject to each director's continued engagement on the Board for a period of one year from the date of issuance.
The following table sets forth the summary of RSU activity under our Share Based Compensation Plan for the three and twelve months ended February 28, 2015:
|
Three and twelve months ended February 28, 2015 |
||||||
---|---|---|---|---|---|---|---|
|
RSU's | Weighted Average Price (CAD) |
|||||
RSU balances at February 28, 2014 |
| | |||||
Granted |
80,000 | $ | 2.15 | ||||
RSU balances at November 30, 2014 |
80,000 | $ | 2.15 | ||||
Granted |
| | |||||
RSU balances at February 28, 2015 |
80,000 | $ | 2.15 | ||||
We have recognized $36 thousand and $94 thousand for the three and twelve months ended February 28, 2015 as compensation expense for restricted share units, with a corresponding credit to contributed surplus.
There were no RSUs vested as of February 28, 2015. All RSUs will vest during the second quarter of fiscal year 2016 with the exception of 20,000 RSUs which were cancelled on April 14, 2015.
Off-Balance Sheet Arrangements
(Actual Dollars)
City
|
Country | Lessor | Lease Expiry | Cost per Month |
||||||
---|---|---|---|---|---|---|---|---|---|---|
Dubai |
UAE | TECOM Investments FZ-LLC | November, 2015 | $ | 5,490 | |||||
Luxembourg City |
Luxembourg | FPS Office Center S.A.R.L. | Month to Month | $ | 1,225 | |||||
Singapore |
Singapore | ARCC | February, 2016 | $ | 3,085 | |||||
Ottawa (Warehouse & Operations at Terry Fox Drive and Frank Neighbor Place + Office Space at 411 Legget Drive) |
Canada | Kanata Research Park | November, 2016 | $ | 118,000 | |||||
Herzlyia |
Israel | Margalin Holdings Ltd. | November, 2015 | $ | 2,950 | |||||
Shanghai |
China | Shanghai Lingang Economic Development Group | September, 2017 | $ | 21,230 | |||||
New Delhi |
India | WEL Intertrade Private Limited Holdings Ltd. | March, 2015 | $ | 6,300 | |||||
Gurgaon |
India | Pinki Bansal | Month to Month | $ | 370 |
31
DragonWave Inc.
Management's Discussion and Analysis
For the three and twelve months ended February 28, 2015
Tables are expressed in USD $000's except share and per share amounts unless otherwise indicated
The leases listed above are arranged at market pricing levels in all jurisdictions and the lease periods listed above represent a commitment for the time period indicated. We are actively seeking sub-lease arrangements in a number of locations as part of our efforts to reduce costs. There can be no assurance that we will secure sub-leases or that sub-lease terms will be favorable.
On January 21, 2014, we subleased a portion of our Kanata office space and as such during the year ended February 28, 2014 we recorded net rent expense of $84 thousand, representing the present value of our estimated remaining rent expense for the duration of the lease after taking into account estimated future sublease income and deferred rent on the facility.
We use an outsourced manufacturing model in which most of the component acquisition and assembly of our products is executed by third parties. Generally, we provide the supplier with a purchase order 90 days in advance of expected delivery. We are responsible for the financial impact of any changes to the product requirements within this period. In some cases when a product has been purchased by a contract manufacturer but not pulled on for a build after a certain amount of time, we provide a deposit against that inventory, but do not take ownership of it.
Our contract manufacturers currently have inventory intended for use in the production of our products, and we have purchase orders in place for raw materials and manufactured products with these contract manufacturers as well. All of this material is considered to be part of the normal production process and we take provisions against any portion of that inventory that we do not expect to be fully used based on current forecasts and projections. As mentioned previously, we would generally be responsible for the cost of the material approved to be purchased on our behalf by our contract manufacturers should those forecasts or projections change.
As at February 28, 2015, we have provisions totaling $0.1 million on inventory held by contract manufacturers that we do not expect to be fully used.
Financial Instruments
Financial instruments are classified into one of the following categories: assets held at fair value, loans and receivables, other financial liabilities, or liabilities held at fair value.
Categories for financial assets and liabilities
The following table summarizes the carrying values of our financial instruments:
|
February 28, 2015 |
February 28, 2014 |
|||||
---|---|---|---|---|---|---|---|
Assets held at fair value (A) |
23,692 | 19,011 | |||||
Loans and receivables (B) |
49,614 | 19,405 | |||||
Other financial liabilities (C) |
71,728 | 44,043 | |||||
Liabilities held at fair value (D) |
1,239 | 1,360 |
- (A)
- Includes
cash, cash equivalents and foreign exchange forward contracts
- (B)
- Includes
trade receivables and other & miscellaneous receivables
- (C)
- Includes
accounts payable, accrued liabilities, debt facility and termination fee
- (D)
- Warrant liability
32
DragonWave Inc.
Management's Discussion and Analysis
For the three and twelve months ended February 28, 2015
Tables are expressed in USD $000's except share and per share amounts unless otherwise indicated
Fair value
We classify our fair value measurements using a fair value hierarchy that reflects the significance of inputs used in making the measurements. The accounting standard establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument's categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The inputs fall into three levels that may be used to measure fair value.
The September 23, 2013 warrant liability is classified as Level 3 as it is measured at fair value using significant unobservable inputs.
The August 1, 2014 warrant liability is classified as Level 1 as the warrants issued in the 2014 Equity Offering are traded on the Toronto Stock Exchange and on the NASDAQ Global Market.
As at February 28, 2015 we held the following Level 3 financial instruments carried at fair value on the consolidated balance sheet.
|
Level 2 | Level 3 | Total | |||||||
---|---|---|---|---|---|---|---|---|---|---|
Financial Liabilities |
||||||||||
Warrant liability |
| 603 | 603 |
As at February 28, 2014, we held the following Level 2 and Level 3 financial instruments carried at fair value on the consolidated balance sheet.
|
Level 2 | Level 3 | Total | |||||||
---|---|---|---|---|---|---|---|---|---|---|
Financial Assets |
||||||||||
Foreign exchange forward contracts |
19 | | 19 | |||||||
Financial Liabilities |
||||||||||
Warrant liability |
| 1,360 | 1,360 |
A reconciliation of the Level 3 warrant liability measured at fair value for the three and twelve months ended February 28, 2015 follows:
|
Three and twelve months ended February 28, 2015 | ||||||
---|---|---|---|---|---|---|---|
|
Warrants | $ | |||||
Balance at February 28, 2014 |
3,171,000 | 1,360 | |||||
Fair value adjustment warrant liability |
| 128 | |||||
Exercise of warrants |
(1,082,250 | ) | (664 | ) | |||
Balance at November 30, 2014 |
10,052,500 | 824 | |||||
Fair value adjustment warrant liability |
| (221 | ) | ||||
Balance at February 28, 2015 |
2,088,750 | 603 | |||||
33
DragonWave Inc.
Management's Discussion and Analysis
For the three and twelve months ended February 28, 2015
Tables are expressed in USD $000's except share and per share amounts unless otherwise indicated
Interest rate risk
Cash, cash equivalents and our debt facility, which has interest rates with market rate fluctuations, expose us to interest rate risk on these financial instruments. Net interest expense, excluding deferred financing costs, recognized during the three and twelve months ended February 28, 2015 was $0.4 million and $1.4 million on our cash, cash equivalents and debt facility (three and twelve months ended February 28, 2014 expense of $0.3 million and $1.0 million respectively).
Credit risk
In addition to trade receivables and other receivables, we are exposed to credit risk on our cash and cash equivalents in the event that our counterparties do not meet their obligations. We do 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. We minimize credit risk on cash and cash equivalents by transacting with only reputable financial institutions and customers.
Foreign exchange risk
Foreign exchange risk arises because of fluctuations in exchange rates. To mitigate exchange risk, we may utilize forward contracts to secure exchange rates with the objective of offsetting fluctuations in our operating expenses incurred in foreign currencies with gains or losses on the forward contracts. We had no forward contracts in place at February 28, 2015 (February 28, 2014 $1.2 million). All foreign currency gains and losses related to forward contracts are included in foreign exchange gain (loss) in the consolidated statements of operations.
As of February 28, 2015, if the U.S. dollar had appreciated 1% against all foreign currencies, with all other variables held constant, the impact of this foreign currency change on our foreign denominated financial instruments would have resulted in a nominal decrease in after-tax net loss for the three and twelve months ended February 28, 2015 (three and twelve months ended February 28, 2014 decrease of $0.1 million) with an equal and opposite effect if the U.S. dollar had depreciated 1% against all foreign currencies at February 28, 2015.
Economic Dependence
We were dependent on three key customers with respect to revenue in the three months ended February 28, 2015. These customers represented approximately 46%, 16% and 10% of sales (three months ended February 28, 2014 one customer represented 68%).
In the twelve months ended February 28, 2015 we were also dependent on two key customers with respect to revenue. These customers represented approximately 53% and 16% of sales (twelve months ended February 28, 2014 one customer represented 59%).
Controls and Procedures
At the end of the period covered by this MD&A (such period being the three and twelve months ended February 28, 2015), an evaluation was carried out under the supervision of, and with the participation of, our management, including our Chief Executive Officer, or CEO, and Chief Financial Officer, or CFO, which are our principal executive officer and principal financial officer, respectively, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange
34
DragonWave Inc.
Management's Discussion and Analysis
For the three and twelve months ended February 28, 2015
Tables are expressed in USD $000's except share and per share amounts unless otherwise indicated
Act of 1934, as amended (the "Exchange Act")). Based upon that evaluation, our CEO and CFO have concluded that our disclosure controls and procedures were effective as at February 28, 2015 to give reasonable assurance that the information we are required to disclose in reports that we file or submit under the Exchange Act and/or applicable Canadian securities legislation is (i) recorded, processed, summarized and reported, within the time periods specified in the U.S. Securities and Exchange Commission's as well as in accordance with applicable Canadian securities legislation rules and forms, and (ii) accumulated and communicated to management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.
Our management is also responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f) as well as National Instrument 52-109 of the Canadian Securities Administrators. These controls are designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes. Under the supervision and with the participation of our management, including our principal executive officer, our CEO, and principal financial officer, our CFO, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation under the framework in Internal Control Integrated Framework, our management concluded that our internal control over financial reporting was effective and that there are no material weaknesses in the Company's disclosure controls and procedures as of February 28, 2015.
Ernst & Young LLP, the independent registered public accounting firm that audited our consolidated financial statements filed on SEDAR on May 12, 2015, has also audited the effectiveness of our internal control over financial reporting as of February 28, 2015, as stated in their report which is included in the annual audited financial statements.
Changes in Internal Control over Financial Reporting
During the period covered by this report, no changes occurred in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Critical Accounting Policies and Estimates
Inventory
Inventory is valued at the lower of cost and net realizable value ("NRV"). The cost of inventory is calculated on a standard cost basis, which approximates average actual cost. NRV is determined as the market value for finished goods, replacement cost for raw materials, and finished goods market value less cost to complete for work in progress inventory.
We regularly review inventory quantities on hand and record a provision for excess and obsolete inventory based on factors including our estimated forecast of product demand, the stage of the product life cycle and production requirements for the units in question.
We carry inventory for the purposes of supporting our product warranty. Our standard warranty is typically between 12 and 36 months but we earn revenue by providing enhanced and extended warranty and repair service during and beyond the standard warranty period. Customer service inventory consists of both component parts and finished units.
35
DragonWave Inc.
Management's Discussion and Analysis
For the three and twelve months ended February 28, 2015
Tables are expressed in USD $000's except share and per share amounts unless otherwise indicated
Indirect manufacturing costs and direct labour expenses are allocated systematically to the total production inventory.
Revenue recognition
We derive revenue from the sale of broadband wireless backhaul equipment which includes embedded software and a license to use said software and extended product warranties. Software is considered to be incidental to the product. Services range from installation and training to basic consulting. Revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred and there are no significant remaining vendor obligations, collection of receivables is reasonably assured and the fee is fixed and determinable. Where conditions to final acceptance of the product are specified by the customer, revenue is deferred until acceptance criteria have been met.
Our business agreements may also contain multiple elements. Accordingly, we are required to determine the appropriate accounting, including whether the deliverables specified in a multiple element arrangement should be treated as separate units of accounting for revenue recognition purposes, the fair value of these separate units of accounting and when to recognize revenue for each element. For arrangements involving multiple elements, we allocate revenues to each element based on a selling price hierarchy. The selling price for a deliverable is based on its vendor specific objective evidence ("VSOE") if available, third party evidence ("TPE") if VSOE is not available, or estimated selling price ("ESP") if neither VSOE nor TPE is available. In multiple element arrangements, revenues are allocated to each separate unit of accounting for each of the deliverables using the relative estimated selling prices of each of the deliverables in the arrangement based on the aforementioned selling price hierarchy. We have determined the selling price both for the undelivered items and the delivered items using ESP.
We generate revenue through direct sales and sales to distributors. We defer the recognition of a portion of sales to distributors based on estimated sale returns and stock rotation granted to customers on products in the same period the related revenues are recorded. These estimates are based on historical sales returns, stock rotations and other known factors.
Revenue associated with extended warranty and advanced replacement warranty is recognized ratably over the life of the contracted service.
Revenue from engineering services or development agreements is recognized according to the specific terms and acceptance criteria as services are rendered.
We accrue estimated potential product liability as warranty costs when revenue on the sale of equipment is recognized. Warranty costs are calculated on a percentage of revenue per month based on current actual warranty costs and return experience.
Shipping and handling costs borne by us are recorded in cost of sales. Shipping and handling costs charged to customers are recorded as revenue, if billed at the time of shipment. Costs charged to customers after delivery are recorded in cost of sales.
We generate revenue through royalty agreements as a result of the use of our intellectual property. Royalty revenue is recognized as it is earned.
36
DragonWave Inc.
Management's Discussion and Analysis
For the three and twelve months ended February 28, 2015
Tables are expressed in USD $000's except share and per share amounts unless otherwise indicated
Advanced Replacement and Extended Warranty
We offer our customers the option to purchase advanced replacement and extended warranty contracts either at the time the goods are shipped or at any time after shipment takes place. Many customers wait to purchase extended warranty coverage until their standard warranty period ends.
Advanced replacement is a service we sell which provides customers with the benefit of having a replacement radio or modem shipped to them when a unit they own has been confirmed by us to be malfunctioning. When the customer receives the replacement radio or modem, they ship the malfunctioning unit back to us. We repair and keep the returned unit.
Our standard warranty for customers generally varies between 12 and 36 months. Our extended warranty programs enable customers to continue to have repairs made as needed and customer support guidance beyond the standard warranty period.
Training
We earn a minimal portion of our total revenue from the sale of training services primarily to installation companies. Only in rare circumstances do we provide or sub-contract installation services (see below), as the customers to whom we sell microwave equipment outsource the installation to specialized companies. As a result, installation training revenue is generally not sold as a bundled service because it is sold to a different customer base. Further, any training that is provided is not essential to the functionality of our product offerings, and is thus considered an insignificant deliverable to the overall arrangement and is not considered a separate unit of accounting.
Installation
Periodically, a customer may request that we arrange for the installation of our equipment. Installations are performed by a third party service provider. In this case, a separate services agreement is created between us and the end-user of our equipment, and we sub-contract the installation to a qualified installer. Evidence that the revenue associated with the installation service represents the fair value of the offering is provided by the sub-contracted value of the installation.
The revenue recognition concepts highlighted above have not changed as a result of our acquisition of Nokia's microwave transport business. Shipping terms through the Nokia OEM sales channel follow the Incoterms used by our other customers and do not include acceptance criteria.
Research and Development
Our research costs are expensed as incurred. Our development costs are expensed as incurred unless we meet generally accepted accounting criteria for deferral and amortization. Development costs incurred prior to establishment of technological feasibility do not meet these criteria, and are expensed as incurred.
Income taxes
Income taxes are accounted for using the liability method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are determined based on differences between the tax and accounting bases of assets and liabilities as well as for the benefit of losses available to be carried forward to future years for tax purposes that are more likely than not to be realized. Deferred income tax assets and
37
DragonWave Inc.
Management's Discussion and Analysis
For the three and twelve months ended February 28, 2015
Tables are expressed in USD $000's except share and per share amounts unless otherwise indicated
liabilities are measured using enacted tax rates that apply to taxable income in the years in which temporary differences are expected to be recovered or settled. We provide a valuation allowance against our deferred tax assets when we believe that it is more likely than not that the assets will not be realized.
We determine whether it is more likely than not that an uncertain tax position will be sustained upon examination by the tax authorities. The tax benefit of any uncertain tax position that meets the more-likely-than-not recognition threshold is calculated as the largest amount that is more than 50% likely of being realized upon successful resolution. To the extent a full benefit is not expected to be realized, an income tax liability is effectively established. We recognize accrued interest and penalties on unrecognized tax benefits as interest expense.
We periodically review our provision for income taxes and valuation allowance to determine whether the overall tax estimates are reasonable. When we perform our quarterly assessments of the provision and valuation allowance, it may be determined that an adjustment is required. This adjustment may have a material impact on our financial position and results of operations.
ACCOUNTING POLICIES ADOPTED IN THE CURRENT FISCAL YEAR
Parent's Accounting for the Cumulative Translation Adjustment Upon Derecognition of Certain Subsidiaries or Groups of Assets Within a Foreign Entity or of an Investment in a Foreign Entity
In March 2013, the FASB issued ASU 2013-05, "Foreign Currency Matters." ASU 2013-05 resolves the diversity in practice about whether Subtopic 810-10, "Consolidation-Overall", or Subtopic 830-30 "Foreign Currency Matters, Translation of Financial Statements", applies to the release of the cumulative translation adjustment into net income when a parent either sells a part or all of its investment in a foreign entity or no longer holds a controlling financial interest in a subsidiary or group of assets that is a nonprofit activity or a business (other than a sale of in substance real estate or conveyance of oil and gas mineral rights) within a foreign entity. In addition, the amendments in ASU 2013-05 resolve the diversity in practice for the treatment of business combinations achieved in stages (sometimes also referred to as step acquisitions) involving a foreign entity. ASU 2013-05 became effective for us on March 1, 2014. The adoption did not have an impact on our consolidated interim financial statements.
Obligations Resulting From Joint and Several Liability Arrangements for Which the Total Amount of the Obligation Is Fixed at the Reporting Date
In February 2013, the FASB issued ASU No. 2013-04, "Liabilities (Topic 405): Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation Is Fixed at the Reporting Date" ("ASU 2013-04"). ASU 2013-04 provides guidance for the recognition, measurement and disclosure of obligations resulting from joint and several liability arrangements for which the total amount of the obligation within the scope of this ASU is fixed at the reporting date. The guidance requires an entity to measure those obligations as the sum of the amount the reporting entity agreed to pay on the basis of its arrangement among its co-obligors as well as any additional amount the reporting entity expects to pay on behalf of its co-obligors. ASU 2013-04 also requires an entity to disclose the nature and amount of those obligations. The ASU became effective for us on March 1, 2014. The adoption did not have an impact on our consolidated interim financial statements.
38
DragonWave Inc.
Management's Discussion and Analysis
For the three and twelve months ended February 28, 2015
Tables are expressed in USD $000's except share and per share amounts unless otherwise indicated
Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists
In June 2013, the FASB issued ASU No. 2013-11, "Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists". The amendments provide guidance on the presentation of unrecognized tax benefits and will better reflect the manner in which an entity would settle at the reporting date any additional income taxes that would result from the disallowance of a tax position when net operating loss carryforwards, similar tax losses, or tax credit carryforwards exist. The amendments in this ASU became effective for us on March 1, 2014. The adoption did not have an impact on our consolidated interim financial statements.
FUTURE ACCOUNTING PRONOUNCEMENTS
In May 2014, the FASB issued ASU No. 2014-9, "Revenue from Contracts with Customers". The amendments in this Update create Topic 606, Revenue from Contracts with Customers, and supersede the revenue recognition requirements in Topic 605, Revenue Recognition, including most industry-specific revenue recognition guidance throughout the Industry Topics of the Codification. In addition, the amendments supersede the cost guidance in Subtopic 605-35, Revenue Recognition-Construction-Type and Production-Type Contracts, and create new Subtopic 340-40, Other Assets and Deferred Costs-Contracts with Customers. In April 2015, the FASB decided to propose a one-year deferral of the effective date by one year for fiscal years beginning after December 15, 2017, with early adoption permitted. We are currently assessing the impact this amendment will have on our consolidated financial statements.
In June 2014, the FASB issued ASU No. 2014-12, "Compensation Stock Compensation". The amendments apply to reporting entities that grant their employees share-based payments in which the terms of the award provide that a performance target can be achieved after the requisite service period. The amendments in this ASU are effective for fiscal years beginning after December 15, 2015, early adoption permitted. We do not expect the adoption of this guidance to have a material effect on our consolidated financial statements.
In August 2014, the FASB issued ASU No. 2014-15, "Presentation of Financial Statements Going Concern". The update provides U.S. GAAP guidance on management's responsibility in evaluating whether there is substantial doubt about a company's ability to continue as a going concern and about related footnote disclosures. For each reporting period, management will be required to evaluate whether there are conditions or events that raise substantial doubt about a company's ability to continue as a going concern within one year from the date the financial statements are issued. The amendments in this ASU are effective for reporting periods beginning after December 15, 2016, early adoption permitted. We do not expect the adoption of this guidance to have a material effect on our consolidated financial statements.
In January 2015, the FASB issued ASU No. 2015-01, "Income Statement Extraordinary and Unusual Items". The amendments objective is to simplify the income statement presentation requirements in Subtopic 225-20 by eliminating the concept of extraordinary items. The amendments in this ASU are effective for fiscal years beginning after December 15, 2015, early adoption permitted. We do not expect the adoption of this guidance to have a material effect on our Consolidated Financial Statements.
39
Exhibit 99.3
DragonWave Reports Fourth Quarter and Full Fiscal Year 2015 Results
Full-Year Revenue Growth of 75%
OTTAWA, CANADA May 12, 2015 DragonWave Inc. (TSX:DWI; NASDAQ: DRWI) a leading global supplier of packet microwave radio systems for mobile and access networks, today announced financial results for the fourth quarter and full fiscal year 2015 ended February 28, 2015. All figures are in U.S. dollars and were prepared in accordance with U.S. generally accepted accounting principles (GAAP).
Revenue for the fourth quarter of fiscal year 2015 was $43.7 million, compared with $47.3 million in the third quarter and $17.9 million in the fourth quarter of the prior fiscal year. Revenue through the Nokia channel represented 46% of total revenue in the fourth quarter fiscal year 2015, versus 50% in the third quarter and 68% in fourth quarter of fiscal year 2014.
Gross profit margin was 19.4% for the fourth quarter of fiscal year 2015, compared with 16.3% in the third quarter and 14.5% in the fourth quarter of the prior fiscal year.
Net loss applicable to shareholders in the fourth quarter of fiscal year 2015 was ($2.3) million or ($0.03) per basic and diluted share. This compares to a net loss applicable to shareholders of ($3.8) million or ($0.05) per basic and diluted share in the third quarter of fiscal year 2015 and ($11.6) million or ($0.20) per basic and diluted share in the fourth quarter of fiscal year 2014.
We are pleased with the significant progress in our Q4 results which were within $1 million of break-even Adjusted Cashflow from Operations, despite uneven timing of equipment orders and installation services revenue, said DragonWave President and CEO Peter Allen. As we look forward, we expect double-digit year-over-year revenue growth in fiscal year 2016 and the strongest contribution to revenue growth in fiscal year 2016 is expected to come from expanding direct business with current and new Tier one mobile operators. Within this we expect revenue in Q1 to be in the $30 to $33 million range.
See Non-GAAP Financial Measures below for a reconciliation of Adjusted Cashflow from Operations to the most directly comparable measure calculated in accordance with GAAP and presented in DragonWaves financial statements.
Cash and cash equivalents totaled $23.7 million at the end of the fourth quarter of fiscal year 2015, compared to $29.5 million at the end of the third quarter, and $19.0 million at the end of the fourth quarter of fiscal year 2014.
Revenue for the full fiscal year 2015 was $157.8 million, compared with $90.0 million for the prior fiscal year. Net loss applicable to shareholders for the full fiscal year was ($21.5) million or ($0.32) per basic and diluted share, compared with ($34.2) million or ($0.83) per basic and diluted share in the prior fiscal year.
Webcast and Conference Call Details:
The DragonWave management team will discuss the results on a webcast and conference call beginning at 8:30 a.m. Eastern Time on May 13, 2015.
The live webcast and presentation slides will be available at the Investor Relations section of the DragonWave website at: http://investor.dragonwaveinc.com/events.cfm
An archive of the webcast will be available at the same link.
Conference call dial-in numbers:
Toll-free North America Dial-in: (877) 312-9202
International Dial-in: (408) 774-4000
About DragonWave
DragonWave® is a leading provider of high-capacity packet microwave solutions that drive next-generation IP networks. DragonWaves carrier-grade point-to-point packet microwave systems transmit broadband voice, video and data, enabling service providers, government agencies, enterprises and other organizations to meet their increasing bandwidth requirements rapidly and affordably. The principal application of DragonWaves products is wireless network backhaul, including a range of products ideally suited to support the emergence of underlying small cell networks. Additional solutions include leased line replacement, last mile fiber extension and enterprise networks. DragonWaves corporate headquarters is located in Ottawa, Ontario, with sales locations in Europe, Asia, the Middle East and North America. For more information, visit http://www.dragonwaveinc.com.
DragonWave®, Horizon® and Avenue® are registered trademarks of DragonWave Inc.
Non-GAAP Financial Measures
This press release contains certain information that is not consistent with financial measures prescribed under GAAP. We break out Adjusted Cashflow from Operations also called Adjusted EBITDA. This measure corresponds to earnings before interest, taxes, depreciation and amortization less elements that are non-cash in nature. Because it omits non-cash items, we feel that Adjusted Cashflow from Operations/Adjusted EBITDA better represents the cash impact of the results of operations in the applicable period. Adjusted Cashflow from Operations/Adjusted EBITDA does not have any standardized meaning prescribed by GAAP and is therefore unlikely to be comparable to similar measures presented by other companies, and is not designed to replace other measures of financial performance or the statement of
operations as an indicator of performance. This measure should not be considered in isolation or as a substitute for other measures of performance calculated according to GAAP. Consistent improvement in Adjusted Cashflow from Operations/Adjusted EBITDA is one of managements primary objectives. Reducing cash usage from drivers other than working capital and capital investments is an important objective for us and we believe this financial measure is therefore useful to investors in evaluating our operating performance.
The most directly comparable GAAP measure presented in our financial statements for the three and twelve months ended February 28, 2015 to Adjusted Cashflow from Operations/Adjustment EBITDA is Net Loss. A reconciliation of Adjusted Cashflow from Operations/Adjusted EBITDA to Net Loss is included in the table below.
Forward-Looking Statements
Certain statements in this release constitute forward-looking statements or forward-looking information as defined by applicable securities laws. Forward-looking statements include statements as to DragonWaves growth opportunities and the potential benefits of, and demand for, DragonWaves products, as well as our expectations regarding Q1 and full year FY2016 revenues. These statements are subject to certain assumptions, risks and uncertainties, including our view of the relative position of DragonWaves products compared to competitive offerings in the industry. Our guidance on Q1 revenue is subject to assumptions, including the timing of orders from our principal channel partner. Our guidance on full year FY 2016 revenues is also subject to assumptions, including the progression of roll-outs with two tier one mobile operators, levels of ongoing demand from our principal channel partner, and the capacity of supply chain to scale to meet demand.
Forward-looking statements are provided to help external stakeholders understand DragonWaves expectations as of the date of this release and may not be appropriate for other purposes. Readers are cautioned not to place undue reliance on such statements. DragonWaves actual results, performance, achievements and developments may differ materially from the results, performance, achievements or developments expressed or implied by such statements, as a result of the risks identified above as well as other risks identified in our publicly filed documents. Material risks and uncertainties relating to our business are described under the heading Risks and Uncertainties in the MD&A dated May 12, 2015 and in the Companys Annual Information Form and other public documents filed by DragonWave with Canadian and United States securities regulatory authorities, which are available at www.sedar.com and www.sec.gov, respectively. DragonWave assumes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by law.
Investor Contact: [email protected] |
Media Contact: |
Media Contact: [email protected] |
CONSOLIDATED BALANCE SHEETS
Expressed in US $000s except share amounts
|
|
As at |
|
As at |
|
|
|
February 28, |
|
February 28, |
|
|
|
2015 |
|
2014 |
|
Assets |
|
|
|
|
|
Current Assets |
|
|
|
|
|
Cash and cash equivalents |
|
23,692 |
|
18,992 |
|
Trade receivables |
|
48,626 |
|
17,408 |
|
Inventory |
|
24,294 |
|
30,416 |
|
Other current assets |
|
5,834 |
|
5,909 |
|
Deferred tax asset |
|
61 |
|
69 |
|
|
|
102,507 |
|
72,794 |
|
Long Term Assets |
|
|
|
|
|
Property and equipment |
|
4,322 |
|
3,168 |
|
Deferred tax asset |
|
1,485 |
|
1,536 |
|
Deferred financing cost |
|
18 |
|
60 |
|
Intangible assets |
|
794 |
|
1,635 |
|
Goodwill |
|
11,927 |
|
11,927 |
|
|
|
18,546 |
|
18,326 |
|
|
|
|
|
|
|
Total Assets |
|
121,053 |
|
91,120 |
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
Current Liabilities |
|
|
|
|
|
Accounts payable and accrued liabilities |
|
40,163 |
|
29,964 |
|
Deferred revenue |
|
830 |
|
984 |
|
Capital lease obligation |
|
514 |
|
1,795 |
|
|
|
41,507 |
|
32,743 |
|
|
|
|
|
|
|
Long Term Liabilities |
|
|
|
|
|
Debt facility |
|
32,400 |
|
15,000 |
|
Other long term liabilities |
|
1,139 |
|
574 |
|
Warrant liability |
|
1,239 |
|
1,360 |
|
|
|
34,778 |
|
16,934 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders equity |
|
|
|
|
|
Capital stock |
|
220,952 |
|
198,593 |
|
Contributed surplus |
|
8,388 |
|
7,118 |
|
Deficit |
|
(175,921 |
) |
(154,505 |
) |
Accumulated other comprehensive loss |
|
(9,618 |
) |
(9,682 |
) |
Total Shareholders equity |
|
43,801 |
|
41,524 |
|
|
|
|
|
|
|
Non-controlling interests |
|
967 |
|
(81 |
) |
Total Equity |
|
44,768 |
|
41,443 |
|
|
|
|
|
|
|
Total Liabilities and Equity |
|
121,053 |
|
91,120 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares issued & outstanding |
|
75,290,818 |
|
58,008,746 |
|
CONSOLIDATED STATEMENTS OF OPERATIONS
Expressed in US $000s except share and per share amounts
|
|
Three months ended |
|
Year ended |
| ||||
|
|
February 28, |
|
February 28, |
|
February 28, |
|
February 28, |
|
|
|
2015 |
|
2014 |
|
2015 |
|
2014 |
|
|
|
|
|
|
|
|
|
|
|
REVENUE |
|
43,742 |
|
17,857 |
|
157,766 |
|
90,011 |
|
Cost of sales |
|
35,245 |
|
15,268 |
|
129,772 |
|
79,348 |
|
Gross profit |
|
8,497 |
|
2,589 |
|
27,994 |
|
10,663 |
|
|
|
|
|
|
|
|
|
|
|
EXPENSES |
|
|
|
|
|
|
|
|
|
Research and development |
|
3,766 |
|
4,863 |
|
16,812 |
|
19,948 |
|
Selling and marketing |
|
3,745 |
|
3,165 |
|
13,975 |
|
13,201 |
|
General and administrative |
|
3,793 |
|
3,762 |
|
16,930 |
|
17,087 |
|
|
|
11,304 |
|
11,790 |
|
47,717 |
|
50,236 |
|
|
|
|
|
|
|
|
|
|
|
Loss before other items |
|
(2,807 |
) |
(9,201 |
) |
(19,723 |
) |
(39,573 |
) |
|
|
|
|
|
|
|
|
|
|
Amortization of intangible assets |
|
(207 |
) |
(404 |
) |
(1,188 |
) |
(1,900 |
) |
Accretion expense |
|
(59 |
) |
(48 |
) |
(168 |
) |
(222 |
) |
Interest expense |
|
(452 |
) |
(440 |
) |
(1,557 |
) |
(1,750 |
) |
Warrant issuance expenses |
|
|
|
|
|
(221 |
) |
(662 |
) |
(Loss) / Gain on change in estimate |
|
(234 |
) |
(553 |
) |
67 |
|
2,759 |
|
Gain on contract amendment |
|
|
|
|
|
|
|
5,702 |
|
Gain on sale of fixed assets |
|
|
|
|
|
18 |
|
|
|
Fair value adjustment - warrant liability |
|
979 |
|
(352 |
) |
2,007 |
|
3,235 |
|
Foreign exchange gain (loss) |
|
327 |
|
(311 |
) |
846 |
|
(1,530 |
) |
Loss before income taxes |
|
(2,453 |
) |
(11,309 |
) |
(19,919 |
) |
(33,941 |
) |
|
|
|
|
|
|
|
|
|
|
Income tax (recovery) expense |
|
(330 |
) |
128 |
|
717 |
|
398 |
|
Net Loss |
|
(2,123 |
) |
(11,437 |
) |
(20,636 |
) |
(34,339 |
) |
|
|
|
|
|
|
|
|
|
|
Net (Income) Loss Attributable to Non-Controlling Interest |
|
(145 |
) |
(162 |
) |
(884 |
) |
97 |
|
Net Loss applicable to shareholders |
|
(2,268 |
) |
(11,599 |
) |
(21,520 |
) |
(34,242 |
) |
|
|
|
|
|
|
|
|
|
|
Net loss per share |
|
|
|
|
|
|
|
|
|
Basic |
|
(0.03 |
) |
(0.20 |
) |
(0.32 |
) |
(0.83 |
) |
Diluted |
|
(0.03 |
) |
(0.20 |
) |
(0.32 |
) |
(0.83 |
) |
|
|
|
|
|
|
|
|
|
|
Weighted Average Shares Outstanding |
|
|
|
|
|
|
|
|
|
Basic |
|
75,276,644 |
|
57,062,936 |
|
68,111,696 |
|
41,438,383 |
|
Diluted |
|
75,276,644 |
|
57,062,936 |
|
68,111,696 |
|
41,438,383 |
|
Reconciliation of Adjusted Cashflow from Operations/Adjusted EBITDA to Net Loss
Expressed in US $000s
|
|
FY15 |
|
FY15 |
|
FY15 |
|
FY15 |
|
|
|
Q4 |
|
Q3 |
|
Q2 |
|
Q1 |
|
|
|
|
|
|
|
|
|
|
|
Adjusted Cashflow from Operations/Adjusted EBITDA |
|
(872 |
) |
(3,362 |
) |
(4,103 |
) |
(5,024 |
) |
|
|
|
|
|
|
|
|
|
|
Include the following items: |
|
|
|
|
|
|
|
|
|
Amortization |
|
(446 |
) |
(519 |
) |
(658 |
) |
(697 |
) |
Options expense |
|
(302 |
) |
(321 |
) |
(288 |
) |
(359 |
) |
Inventory provisions |
|
(1,187 |
) |
(272 |
) |
(1,223 |
) |
(90 |
) |
Amortization of intangible assets |
|
(207 |
) |
(333 |
) |
(339 |
) |
(309 |
) |
Accretion expense |
|
(59 |
) |
(69 |
) |
|
|
(40 |
) |
Interest expense |
|
(452 |
) |
(301 |
) |
(379 |
) |
(425 |
) |
(Loss) / Gain on change in estimate |
|
(234 |
) |
200 |
|
|
|
101 |
|
Gain on sale of fixed assets |
|
|
|
18 |
|
|
|
|
|
Warrant issuance expenses |
|
|
|
|
|
(221 |
) |
|
|
Fair value adjustment - warrant liability |
|
979 |
|
1,880 |
|
(1,002 |
) |
150 |
|
Foreign exchange gain (loss) |
|
327 |
|
145 |
|
253 |
|
121 |
|
Income taxes |
|
330 |
|
(502 |
) |
(450 |
) |
(95 |
) |
|
|
|
|
|
|
|
|
|
|
Net Loss |
|
(2,123 |
) |
(3,436 |
) |
(8,410 |
) |
(6,667 |
) |
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