EX-99.2 3 a2200408zex-99_2.htm EXHIBIT 99.2
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Exhibit 99.2







 


 


DragonWave
Inc.

 

For the three and six months ended
August 31
2010
 
   



 

Consolidated
Financial
Statements


CONSOLIDATED BALANCE SHEETS

Expressed in US $000's
(unaudited)

 
  Note
  As at
August 31,
2010
  As at
February 28,
2010
 
 
   
   
  (Note 2)
 

Assets

                 

Current Assets

                 
 

Cash and cash equivalents

  3     43,921     105,276  
 

Short term investments

  3     54,556     8,074  
 

Trade receivables

  11     20,654     28,926  
 

Other receivables

  11     931     1,801  
 

Inventory

  4     27,508     23,910  
 

Prepaid expenses

        1,819     721  
 

Future income tax asset

        338     436  
               

        149,727     169,144  

Long Term Assets

                 
 

Property, equipment and intangible assets

        8,505     7,546  
 

Future income tax asset

        106     59  
               

        8,611     7,605  

Total Assets

       
158,338
   
176,749
 
               

Liabilities

                 

Current Liabilities

                 
 

Accounts payable and accrued liabilities

  11     13,245     33,949  
 

Income taxes payable

        93     835  
 

Deferred revenue

        2,662     1,017  
               

        16,000     35,801  

Long Term Liabilities

 

6

   
2,473
   
2,102
 

Commitments

 

9

             

Shareholders' equity

                 
 

Capital stock

  7     170,364     179,174  
 

Contributed surplus

  7     1,992     1,375  
 

Deficit

  7     (22,873 )   (32,085 )
 

Accumulated other comprehensive income

  2, 7     (9,618 )   (9,618 )
               

        139,865     138,846  

Total Liabilities and Shareholders' Equity

        158,338     176,749  
               

Shares issued & outstanding

 

7

   
35,112,860
   
36,934,917
 

On behalf of the Board:


/s/ GERRY SPENCER
Director

 

/s/ TOM MANLEY
Director

See accompanying notes

2



CONSOLIDATED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE INCOME

Expressed in US $000's except share and per share amounts
(unaudited)

 
   
  Three months ended
August 31
  Six months ended
August 31
 
 
  Note
  2010   2009   2010   2009  
 
   
   
  (Note 2)
   
  (Note 2)
 
REVENUE   12, 13     27,171     32,423     75,897     45,422  
  Cost of sales   4     15,219     18,795     42,714     27,304  
                       
Gross profit         11,952     13,628     33,183     18,118  
                       

EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
  Research and development         3,733     3,236     8,431     5,701  
  Selling and marketing         4,468     3,257     8,604     5,326  
  General and administrative         2,607     1,661     5,183     2,664  
  Investment tax credits             (55 )       (104 )
                       
          10,808     8,099     22,218     13,587  
                       
Income from operations         1,144     5,529     10,965     4,531  
 
Interest income/(expense)

 

 

 

 

76

 

 

(5

)

 

108

 

 

17

 
  Investment gain         62         13      
  Gain on sale of property, equipment and intangible assets             32         32  
  Foreign exchange gain (loss)         69     64     186     (1,310 )
                       
Income before income taxes         1,351     5,620     11,272     3,270  
 
Income tax expense (recovery)

 

 

 

 

126

 

 

(125

)

 

357

 

 

(125

)
                       
Net and Comprehensive Income         1,225     5,745     10,915     3,395  

Income per share

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
  Basic
Diluted
  8     0.03
0.03
    0.20
0.19
    0.30
0.29
    0.12
0.12
 

Weighted Average Shares Outstanding

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
  Basic
Diluted
  8     35,978,213
36,690,926
    28,620,162
29,675,696
    36,447,553
37,345,767
    28,594,700
29,281,050
 

See accompanying notes

3



CONSOLIDATED STATEMENTS OF CASH FLOWS

Expressed in US $000's
(unaudited)

 
  Three months ended
August 31
  Six months ended
August 31
 
 
  2010   2009   2010   2009  
 
   
  (Note 2)
   
  (Note 2)
 

Operating Activities

                         

Net Income

    1,225     5,745     10,915     3,395  

Items not affecting cash

                         
 

Depreciation

    796     308     1,509     556  
 

Stock-based compensation

    336     276     631     473  
 

Unrealized foreign exchange loss

    174     328     190     1,169  
 

Gain on sale of property, equipment and intangible assets

        (32 )       (32 )
 

Benefit on recognition of future income tax asset

        (316 )       (316 )
 

Inventory impairment

    707     300     650     320  
 

Unrealized gain on short term investments

    (65 )       (16 )    
 

Accrued interest on short term investments

    (33 )       (40 )    
                   

    3,140     6,609     13,839     5,565  

Changes in non-cash working capital items

   
(10,290

)
 
(5,526

)
 
(15,324

)
 
(1,643

)
                   

    (7,150 )   1,083     (1,485 )   3,922  
                   

Investing Activities

                         
 

Acquisition of property, equipment and intangible assets

    (917 )   (1,368 )   (3,142 )   (1,850 )
 

Purchase of short term investments

    (69,917 )       (115,225 )    
 

Maturity of short term investments

    60,725         68,799     11,800  
                   

    (10,109 )   (1,368 )   (49,568 )   9,950  
                   

Financing Activities

                         
 

Change in line of credit

        1         31  
 

Share repurchase

    (9,269 )       (10,323 )    
 

Issuance of common shares net of issuance costs

    64     32     211     41  
                   

    (9,205 )   33     (10,112 )   72  
                   

Effect of foreign exchange on cash and cash equivalents

    (174 )   (328 )   (190 )   (1,169 )

Net increase (decrease) in cash and cash equivalents

    (26,638 )   (580 )   (61,355 )   12,775  

Cash and cash equivalents at beginning of period

    70,559     20,048     105,276     6,693  
                   

Cash and cash equivalents at end of period

    43,921     19,468     43,921     19,468  
                   

Cash paid during the period for interest

        13         19  
                   

See accompanying notes

4



DragonWave Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Expressed in US $000's except share and per share amounts
(unaudited)

1. NATURE OF BUSINESS AND BASIS OF PRESENTATION

        DragonWave Inc. [the "Company"], incorporated under the Canada Business Corporations Act in February 2000, is in the business of developing next-generation broadband wireless backhaul equipment.

        The Company's common shares are traded on the Toronto Stock Exchange under the trading symbol DWI and on NASDAQ Global Market under the symbol DRWI.

        These consolidated interim financial statements of the Company have been prepared in accordance with Canadian generally accepted accounting principles ["GAAP"] applicable to interim financial statements and follow the same accounting policies and methods of application as the Company's consolidated financial statements for the year ended February 28, 2010, except as described in note 2. Additional disclosures are required in the annual financial statements and accordingly, these interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the year ended February 28, 2010 and the accompanying notes.

        A reconciliation to generally accepted accounting principles in the United States has been presented in note 15.

2. ACCOUNTING POLICIES

Change in functional and reporting currency

        Effective March 1, 2010, the Company adopted the US dollar (USD) as its functional and reporting currency, as a significant portion of its revenue, expenses, assets, liabilities and financing are denominated in USD. Prior to that date, the Company's operations were measured in Canadian dollars (CAD) and the consolidated financial statements were expressed in CAD. The Company followed the recommendations of the Emerging Issues Committee (EIC) of the Canadian Institute of Chartered Accountants (CICA), set out in EIC-130, "Translation method when the reporting currency differs from the measurement currency or there is a change in the reporting currency". In accordance with EIC-130, assets and liabilities as at March 1, 2010, were translated into USD using the exchange rate in effect on that date and equity transactions were translated at historical rates. As the change took place on the first day of the fiscal year, there was no income statement or cash flow translation required. For comparative purposes, historical financial statements have been restated in USD using the current rate method. Under this method, assets and liabilities are translated at the closing rate in effect at the end of these periods, revenues, expenses and cash flows are translated at the average rates in effect for these periods and equity transactions are translated at historical rates. Any exchange differences resulting from the translation are included in accumulated other comprehensive income presented in shareholders' equity.

Change in accounting policies adopted in the current fiscal year

        In January 2009, the Canadian Accounting Standards Board issued a new standard for business combinations, CICA 1582, "Business Combinations," which is substantially converged with IFRS. The revised Canadian standard is effective for years beginning on or after January 1, 2011, with earlier adoption permitted. An entity adopting this section for a fiscal year beginning before January 1, 2011 shall disclose that fact and also is required to adopt CICA 1601, "Consolidated Financial Statements" and CICA 1602, "Non-Controlling Interests" effective at the same time. The Company has adopted CICA Handbook Sections 1582, "Business Combinations," 1601, "Consolidated Financial Statements" and 1602,

5



DragonWave Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Expressed in US $000's except share and per share amounts
(unaudited)

2. ACCOUNTING POLICIES (Continued)


"Non-Controlling Interests" with effect from March 1, 2010. For the three and six month periods ended August 31, 2010, the Company has not entered into any business combinations.

3. CASH AND CASH EQUIVALENTS AND SHORT TERM INVESTMENTS

        The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.

 
  August 31,
2010
  February 28,
2010
 

Cash

    23,487     105,276  

Cash Equivalents

    20,434      
           

Total Cash and Cash Equivalents

    43,921     105,276  

Short term Investments

   
54,556
   
8,074
 
           

Total Cash and Cash Equivalents and Short term Investments

    98,477     113,350  
           

4. INVENTORY

        Inventory is comprised of the following:

 
  August 31,
2010
  February 28,
2010
 

Raw Materials

    7,031     8,019  

Work in Progress

    956     1,112  

Finished Goods

    17,103     11,489  
           
 

Total Production Inventory

    25,090     20,620  
           

Inventory held for customer service/warranty

    2,418     3,290  
           
 

Total Inventory

    27,508     23,910  
           

        Cost of sales for the three and six months ended August 31, 2010 was $15,219 and $42,714 respectively [three and six months ended August 31, 2009—$18,795 and $27,304 respectively], which included $13,596 and $38,255 respectively [three and six months ended August 31, 2009—$17,286 and $25,378 respectively] of costs associated with inventory. The remaining costs of $1,623 and $4,459 respectively [three and six months ended August 31, 2009—$1,509 and $1,926 respectively] related principally to freight, warranty and other direct costs of sales.

        For the three and six month periods ended August 31, 2010, the Company recognized an impairment loss on inventory of $707 and $650 respectively [three and six months ended August 31, 2009—$300 and $320 respectively].

6



DragonWave Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Expressed in US $000's except share and per share amounts
(unaudited)

5. LINE OF CREDIT

        As at August 31, 2010, the Company had drawn nil [February 28, 2010—nil], on an operating credit facility with a limit of $17,000 [February 28, 2010—$10,000]. Interest is calculated at the bank's prime rate of interest plus 1% [February 28, 2010—1.75%] and resulted in a weighted average effective rate of nil for the three and six months ended August 31, 2010 [three and six months ended August 31, 2009—4.59% and 4.25% respectively]. An amount of $337 has been reserved against the operating line of credit to secure letters of credit to support performance guarantees. The Company has provided a general security agreement on trade receivables. The Company was in compliance with the financial covenants included in the lending agreement as at August 31, 2010.

        The Company has drawn nil [February 28, 2010—nil] on a capital expenditure facility with a limit of $3,000 [February 28, 2010—$3,000].

6. LONG TERM LIABILITIES

        Long term liabilities are apportioned as follows:

 
  August 31,
2010
  February 28,
2010
 

Warranty Accrual

    1,969     1,434  

Deferred Revenue

    504     668  
           

Total Long Term Liabilities

    2,473     2,102  
           

7. SHAREHOLDERS' EQUITY

        The following tables illustrate the changes to Shareholder's Equity for the three months ended August 31, 2010:

 
  Common Shares    
   
   
   
 
 
  Contributed
Surplus
   
   
  Shareholder's
Equity
 
 
  Number   Amount   Deficit   AOCI  

Balance at May 31, 2010

    36,789,760     $ 178,482   $ 1,663   $ (22,603 ) $ (9,618 ) $ 147,924  
                           

Stock-based compensation

    4,615     $ 11   $ 336           $ 347  

Share repurchase

    (1,691,149)   $ (8,189 )     $ (1,495 )     $ (9,684 )

Other

    9,634     $ 60   $ (7 )         $ 53  

Net Earnings

    —               $ 1,225       $ 1,225  
                           

Balance at August 31, 2010

    35,112,860     $ 170,364   $ 1,992   $ (22,873 ) $ (9,618 ) $ 139,865  
                           

7



DragonWave Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Expressed in US $000's except share and per share amounts
(unaudited)

7. SHAREHOLDERS' EQUITY (Continued)

        The following tables illustrate the changes to Shareholder's Equity for the six months ended August 31, 2010:

 
  Common Shares    
   
   
   
 
 
  Contributed
Surplus
   
   
  Shareholder's
Equity
 
 
  Number   Amount   Deficit   AOCI  

Balance at February 28, 2010

    36,934,917     $ 179,174   $ 1,375   $ (32,085 ) $ (9,618 ) $ 138,846  
                           

Stock-based compensation

    19,266     $ 47   $ 631           $ 678  

Share repurchase

    (1,865,549)   $ (9,035 )     $ (1,703 )     $ (10,738 )

Other

    24,226     $ 178   $ (14 )         $ 164  

Net Earnings

    —             $ 10,915       $ 10,915  
                           

Balance at August 31, 2010

    35,112,860     $ 170,364   $ 1,992   $ (22,873 ) $ (9,618 ) $ 139,865  
                           

        During the three and six months ended August 31, 2010, the Company repurchased nil restricted shares respectively from departing employees [year ended February 28, 2010—32,084 shares].

        On April 9, 2010, the Toronto Stock Exchange (the "TSX") accepted the Company's notice of intention to repurchase up to 3,508,121 common shares (10 percent of the Company's issued and outstanding common shares) through a normal course issuer bid ("NCIB"). The NCIB was effective April 13, 2010 and will expire April 12, 2011. Daily purchases over the facilities of the NASDAQ are limited to 25% of the average daily trading volume of the common shares on NASDAQ other than pursuant to block purchase exemptions. Daily purchases over the facilities of the TSX are limited to 25% of the average daily trading volume of the common shares on TSX other than pursuant to block purchase exemptions. Except in the case of an exempt purchase, the prices that the Company will pay for the common shares purchased will be the market price of the shares at the time of acquisition.

        During the three months ended August 31, 2010, the Company acquired 1,691,149 common shares pursuant to the NCIB at prevailing market prices. These shares were purchased for cancellation at an aggregate cost of $9,684 of which $8,189 was charged to share capital, based on the historical weighted per share value at the date of purchase, and the balance of $1,495 was charged to deficit. During the six months ended August 31, 2010, the Company has acquired 1,865,549 common shares pursuant to the NCIB at prevailing market prices. These shares were purchased for cancellation at an aggregate cost of $10,738 of which $9,035 was charged to share capital, based on the historical weighted per share value at the date of purchase, and the balance of $1,703 was charged to deficit.

Employee stock option/stock issuance plan

        The Company has established the DragonWave Inc. Key Employee Stock Option/Stock Issuance Plan [the "Plan"] applicable to full-time employees, directors and consultants of the Company for purchase of common shares with 3,511,286 common shares reserved for issuance. Options are granted with an exercise price equal to the fair value of the common shares of the Company, and generally vest at a rate of 25% one year from the date of the option grant, and 1/36th of the remaining 75% per additional month of full-time employment with the Company. Options expire in periods ranging from three to ten years, or upon termination of employment.

8



DragonWave Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Expressed in US $000's except share and per share amounts
(unaudited)

7. SHAREHOLDERS' EQUITY (Continued)

        In accordance with the rules of the TSX and the provisions of the Stock Option Plan, a Pool Calculation Amendment was approved by the shareholders of the Company on June 15, 2010 which amended the maximum number of Common Shares issuable under the Stock Option Plan from 15% to 10% of the Common Shares issued and outstanding from time to time as well as other stipulations. For further details of the amendment, consult the Company's Management Information Circular dated May 18, 2010.

        The following is a summary of stock option activity:

 
  Options   Weighted
Average Price
(CAD)
 

Options outstanding at February 28, 2010

    1,603,052   $ 4.06  

Granted

    126,000   $ 9.36  

Exercised

    (14,651 ) $ 2.48  

Forfeited

    (4,961 ) $ 4.73  
           

Options outstanding at May 31, 2010

    1,709,440   $ 4.46  
           

Granted

    381,445   $ 6.03  

Exercised

    (4,615 ) $ 2.53  

Forfeited

    (44,841 ) $ 6.83  
           

Options outstanding at August 31, 2010

    2,041,429   $ 4.70  
           

        The Company has recognized $336 and $631 respectively for the three and six months ended August 31, 2010 as compensation expense for stock-based grants, with a corresponding credit to contributed surplus [three and six months ended August 31, 2009—$276 and $473 respectively].

        The following are the weighted average values used in determining the fair value:

 
  Three months ended  
 
  August 31,
2010
  August 31,
2009
 

Volatility

    61.8%     111.0%  

Risk Free Rate

    1.40%     1.84%  

Dividend Yield

    Nil     Nil  

Average Expected Life

    4 yrs     4 yrs  

        The 381,445 options granted during the three month period ended August 31, 2010 were determined to have a fair value of $1,053. The 507,445 options granted during the six month period ended August 31, 2010 were determined to have a fair value of $1,604.

9



DragonWave Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Expressed in US $000's except share and per share amounts
(unaudited)

7. SHAREHOLDERS' EQUITY (Continued)

        The following table summarizes the various exercise prices inherent in the Company's stock options outstanding and exercisable on August 31, 2010:

Exercise Price   Options Outstanding   Options Exercisable  
Low
(CAD)
  High
(CAD)
  Quantity of
Options
  Weighted
Average
Remaining
Contractual
Life (yrs)
  Weighted
Average
Exercise Price
(CAD)
  Quantity of
Options
  Weighted
Average
Exercise Price
(CAD)
 
$  1.34   $   2.00     425,223     3.20   $ 1.37     147,299   $ 1.36  
$  2.01   $   3.00     304,190     0.87   $ 2.47     299,561   $ 2.46  
$  3.01   $   4.00     237,637     3.11   $ 3.38     96,044   $ 3.38  
$  4.01   $   5.00     275,222     3.05   $ 4.46     165,418   $ 4.45  
$  5.01   $   6.00     83,692     3.37   $ 5.57     32,417   $ 5.59  
$  6.01   $   7.00     425,195     4.68   $ 6.10     13,603   $ 6.44  
$  7.01   $ 10.00     141,800     4.54   $ 9.37          
$10.01   $ 13.74     148,470     4.31   $ 12.46     1,925   $ 10.22  
                             
            2,041,429     3.31   $ 4.70     756,267   $ 3.03  
                             

Restricted Shares & Employee Share Purchase Plan

        The Company introduced a restricted stock purchase plan as at June 30, 2005. The plan included provisions to allow employees to purchase common shares as restricted shares. As at August 31, 2010, all restrictions have been lifted [February 28, 2010—85 shares].

        The Company launched an Employee Share Purchase Plan ["ESPP"] on October 20, 2008. The plan includes provisions to allow employees to purchase Common shares. The Company will match the employees' contribution at a rate of 25%. During the three and six months ended August 31, 2010 a total of 7,707 and 11,453 common shares were purchased respectively by employees at fair market value, while the company issued 1,928 and 2,864 common shares respectively as its matching contribution. The shares contributed by the Company will vest 12 months after issuance.

        The Company records an expense equal to the fair value of shares granted pursuant to the employee share purchase plan over the period the shares vest. The total fair value of the shares earned during the three and six months ended August 31, 2010 was $2 and $3 respectively [three and six months ended August 31, 2009—nil]. The fair value of the unearned ESPP shares as at August 31, 2010 was $23 [February 28, 2010—$10]. The number of shares held for release, and still restricted under the plan at August 31, 2010 was 3,604 [February 28, 2010—1,516].

Warrants

        On December 21, 2001, and as amended and restated on November 10, 2003, in connection with the issuance of the long-term debt, the Company issued to two parties the right to purchase $315 and $35 Series A-1 Preferred Shares of the Company. On April 19, 2007, a capital reorganization occurred pursuant to which all Preferred Shares were converted into common shares. As a result, and in accordance with the original terms of the agreement, the terms of the warrant were updated such that the holders are

10



DragonWave Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Expressed in US $000's except share and per share amounts
(unaudited)

7. SHAREHOLDERS' EQUITY (Continued)


entitled to purchase an aggregate of 40,293 common shares at a purchase price of $8.53 per share. These warrants are still outstanding and carry a cashless conversion privilege, expire upon the later of: [a] the tenth anniversary of the grant of the right to purchase or [b] April 19, 2012.

        Effective May 30, 2007, the Company granted a warrant to a party to purchase up to 126,250 common shares of the Company at a price of $3.56 CAD per share. The warrant expires 10 years after the date of issuance. The warrants vested based on the achievement of pre-determined business milestones and resulted in an issuance of 31,562 warrants. As at August 31, 2008, a revenue reduction provision in the amount of $64 was recognized with a corresponding increase in contributed surplus based on achievement. The provision was determined using the Black-Scholes 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.

8. INCOME PER SHARE

        The following table illustrates the dilutive impact on net income per share including the effect of outstanding options and warrants:

 
  Three Months Ended
August 31
  Six Months Ended
August 31
 
 
  2010   2009   2010   2009  

Basic Net Income per share

                         
 

Net Income

    1,225     5,745     10,915     3,395  
 

Weighted average number of shares outstanding

    35,978,213     28,620,162     36,447,553     28,594,700  
                   

Net Income per share

  $ 0.03   $ 0.20   $ 0.30   $ 0.12  
                   

Diluted Net Income per share

                         
 

Net Income

    1,225     5,745     10,915     3,395  
 

Weighted average number of shares outstanding

    35,978,213     28,620,162     36,447,553     28,594,700  
 

Dilutive effect of warrants

        73,412     10,118     21,982  
 

Dilutive effect of stock options

    712,713     982,122     888,096     664,368  
                   

Adjusted weighted average number of shares outstanding

    36,690,926     29,675,696     37,345,767     29,281,050  
                   

Net Income per share

  $ 0.03   $ 0.19   $ 0.29   $ 0.12  
                   

11



DragonWave Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Expressed in US $000's except share and per share amounts

(unaudited)

9. COMMITMENTS

        Future minimum operating lease payments as at August 31, 2010 per fiscal year are as follows:

 
  $  

2011

    560  

2012

    783  

2013

    92  

2014

    14  

Thereafter

     
       

    1,449  
       

10. RELATED PARTY TRANSACTIONS

        The Company leases premises from a real estate company controlled by a member of the Board of Directors. During the three and six months ended August 31, 2010, the Company paid $433 and $739 respectively [three and six months ended August 31, 2009—$243 and $408 respectively], relating to the rent, operating costs, and leasehold improvements associated with this real estate, and the value owing for net purchases at August 31, 2010 was nil [February 28, 2010—$70]. These amounts have been allocated amongst various expense accounts, except for leasehold improvements which have been allocated to property, equipment and intangible assets.

        The Company also purchased products and services from a company controlled or significantly influenced by a Board member. Total net product and services purchased for the three and six month periods ended August 31, 2010 was nil and $2,794 respectively [three and six months ended August 31, 2009—$4,681 and $6,573 respectively]. The majority of the purchases have been recorded in inventory and ultimately in cost of sales. This company ceased to be a related party on May 28, 2010.

        All transactions are in the normal course of business and have been recorded at the exchange amount.

11. FINANCIAL INSTRUMENTS

        Under Canadian generally accepted accounting principles, financial instruments are classified into one of the following categories: held for trading, held-to-maturity, available-for-sale, loans and receivables, or other liabilities.

12



DragonWave Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Expressed in US $000's except share and per share amounts

(unaudited)

11. FINANCIAL INSTRUMENTS (Continued)

Fair Value

        The following table summarizes the carrying values of the Company's financial instruments:

 
  August 31,
2010
  February 28,
2010
 

Held-for-trading(1)

    98,477     113,350  

Loans and receivables(2)

    20,920     28,990  

Other financial liabilities(3)

    11,833     31,269  

(1)
Includes cash, cash equivalents, and short term investments

(2)
Includes trade receivables and other receivables which are financial in nature

(3)
Includes accounts payable and accrued liabilities which are financial in nature

        Cash and cash equivalents, short term investments, trade receivables, other receivables, accounts payable and accrued liabilities are short term financial instruments whose fair value approximates the carrying amount given that they will mature shortly. As at the balance sheet date, there are no significant differences between the carrying value of these items and their estimated fair values.

Interest rate risk

        Cash and cash equivalents with variable interest rates expose the Company to interest rate risk on these financial instruments. The Company pays interest on its line of credit at the bank's prime rate of interest plus 1%, and has interest rate risk exposure due to changes in the bank's prime rate. The line of credit was not utilized as at August 31, 2010.

Credit risk

        In addition to trade receivables and other receivables, the Company is exposed to credit risk on its cash and cash equivalents, and short term investments in the event that its counterparties do not meet their obligations. The Company does not use credit derivatives or similar instruments to mitigate this risk and, as such, the maximum exposure is the full carrying value or face value of the financial instrument. The Company minimizes credit risk on cash and cash equivalents and short term investments by transacting with only reputable financial institutions.

13



DragonWave Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Expressed in US $000's except share and per share amounts

(unaudited)

11. FINANCIAL INSTRUMENTS (Continued)

Foreign exchange risk

        The following table summarizes the currency distribution of the Company's financial instruments in US dollars, as at August 31, 2010:

 
  August 31, 2010   February 28, 2010  
 
  US
Dollars
  CDN
Dollars
  Other
Currency
  US
Dollars
  CDN
Dollars
  Other
Currency
 

Held-for-trading

    96%     3%     1%     86%     13%     1%  

Loans and receivables

    94%     5%     1%     93%     6%     1%  

Other financial liabilities

    30%     70%     0%     65%     35%     0%  

        Foreign exchange risk arises because of fluctuations in exchange rates. The Company does not currently use derivative financial instruments to mitigate this risk.

        If the US dollar had appreciated 1 percent against all foreign currencies at August 31, 2010, 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 an increase in after-tax net income of $34 for the three and six month periods ended August 31, 2010 [three and six month periods ended August 31, 2009—$72], with an equal and opposite effect if the US dollar had depreciated 1 percent against all foreign currencies at August 31, 2010.

Liquidity risk

        A risk exists that the Company will not be able to meet its financial obligations as they become due. Based on the Company's recent performance, current revenue expectations and strong current ratio, management believes that liquidity risk is low.

12. SEGMENTS AND GEOGRAPHICAL INFORMATION

        The Company operates in one reportable segment—broadband wireless backhaul equipment. All significant assets held by the Company are located in Canada. The following table presents total revenues by geographic location:

 
  Three Months Ended   Six Months Ended  
 
  August 31, 2010   August 31, 2009   August 31, 2010   August 31, 2009  
 
  $'s   %   $'s   %   $'s   %   $'s   %  

Canada

    1,249     4%     1,057     3%     3,975     5%     1,844     4%  

North America (excluding Canada)

    19,050     70%     28,042     87%     59,240     78%     37,729     83%  

Europe, Middle East, and Africa

    6,420     24%     2,708     8%     11,868     16%     5,175     12%  

Other

    452     2%     616     2%     814     1%     674     1%  
                                   

Total Revenue

    27,171     100%     32,423     100%     75,897     100%     45,422     100%  
                                   

14



DragonWave Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Expressed in US $000's except share and per share amounts

(unaudited)

13. ECONOMIC DEPENDENCE

        The Company was dependent on two key customers with respect to revenue in the three months ended August 31, 2010. These customers represented approximately 59% and 15% of sales respectively for the three month period ended August 31, 2010 [three months ended August 31, 2009—77% and 0% respectively].

        The Company was dependent on one key customer with respect to revenue in the six months ended August 31, 2010. This customer represented approximately 71% of sales for the six month period ended August 31, 2010 [six months ended August 31, 2009—69%].

14. RECONCILIATION WITH UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES

        The Company follows Canadian GAAP which is different in some respects from the accounting principles applicable in the United States ["U.S. GAAP"] and from practices prescribed by the United States Securities and Exchange Commission. The significant differences between Canadian and U.S. GAAP, and their effects on the consolidated financial statements, are described below:

        The following table reconciles net and comprehensive income as reported under Canadian GAAP to net and comprehensive income that would have been reported had the consolidated financial statements been prepared in accordance with U.S. GAAP:

        The following table details the computation of net and comprehensive income under U.S. GAAP:

 
  Three months
ended
August 31
  Six months
ended
August 31
 
 
  2010   2009   2010   2009  

Net and comprehensive income in accordance with Canadian GAAP

    1,225     5,745     10,915     3,395  
 

Share-based compensation adjustment

    (28 )   11     (57 )   13  
                   

Net and Comprehensive income in accordance with U.S. GAAP

    1,197     5,756     10,858     3,408  
                   

        There was no effect of the above adjustments on the total shareholders' equity.

        The following table details the computation of basic and diluted income per share under U.S. GAAP:

 
  Three months ended
August 31
  Six months ended
August 31
 
 
  2010   2009   2010   2009  

Net and Comprehensive income in accordance with U.S. GAAP

    1,197     5,756     10,858     3,408  
 

Weighted average number of shares

    35,978,213     28,620,162     36,447,553     28,594,700  

Basic income per share

    0.03     0.20     0.30     0.12  
 

Weighted average number of shares—diluted

    36,690,926     29,675,696     37,345,767     29,281,050  

Diluted income per share

    0.03     0.19     0.29     0.12  

15



DragonWave Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Expressed in US $000's except share and per share amounts

(unaudited)

14. RECONCILIATION WITH UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (Continued)

Stock-based compensation

        Under Canadian GAAP, effective March 1, 2004, public companies must account for stock-based compensation granted to employees, officers and directors at fair value, which is measured using the Black-Scholes option pricing model. Prior to the IPO, DragonWave was privately held and used the minimum value methodology for valuing stock-based compensation, also allowable under Canadian GAAP.

        Under U.S. GAAP, effective March 1, 2006, the Company adopted Statement of Financial Accounting Standards ASC 718, "Stock Compensation" ["ASC 718"], formerly SFAS No. 123(R) "Share-based payments." This standard requires companies to expense the fair value of stock-based compensation awards through operations, including estimating forfeitures at the time of grant in order to estimate the amount of stock-based awards that will ultimately vest. The Company elected to apply the modified prospective application transition method to account for stock options outstanding as at February 28, 2005. This method requires that the provisions of ASC 718 are generally applied only to share-based awards granted, modified, repurchased or cancelled on March 1, 2006 and thereafter. ASC 718 was applied prospectively to new awards and to awards modified, repurchased, or cancelled after the required effective date. The Company had previously applied ASC 718 and recognizes the remaining value of awards granted prior to March 1, 2006 over their remaining service period.

        The Company has adopted the straight-line attribution method for determining the compensation cost to be recorded during each accounting period. However, awards based on performance conditions are recorded as compensation expense when the performance conditions are expected to be met.

        As a result of adopting ASC 718, which does not permit the use of the minimum value method additional compensation expense has been recorded under U.S. GAAP for the three and six month periods ended August 31, 2010 and August 31, 2009.

        The Company derives the volatility over the expected term of the awards based on comparable companies' historical volatilities as this represents the most appropriate basis to determine actual expected volatility of its own shares in future periods. The expected life of options was determined based on several factors including historical life, probable life before exercise, and probability of exercise.

16




QuickLinks

CONSOLIDATED BALANCE SHEETS Expressed in US $000's (unaudited)
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME Expressed in US $000's except share and per share amounts (unaudited)
CONSOLIDATED STATEMENTS OF CASH FLOWS Expressed in US $000's (unaudited)
DragonWave Inc. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Expressed in US $000's except share and per share amounts (unaudited)