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Exhibit 99.3
DragonWave Inc.
Management's Discussion and Analysis
For the three and nine months ended, November 30, 2014
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 nine months ended November 30, 2014. This MD&A is dated January 13, 2015 and should be read in conjunction with our unaudited consolidated interim financial statements and
corresponding notes for the three months and nine months ended November 30, 2014 and the Annual Information Form for the year ended February 28, 2014 (the "AIF") which is
available at www.sedar.com (SEDAR) and at www.sec.gov/edgar/searchedgar/companysearch.html (EDGAR) as an exhibit to our Annual Report on Form 40-F for the year ended
February 28, 2014.
The
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 herein is dated as of January 13, 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 content of this MD&A has 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 US
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 strategic relationship with Nokia; 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 discussed 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
1
DragonWave Inc.
Management's Discussion and Analysis
For the three and nine months ended, November 30, 2014
Tables are expressed in USD $000's except share and per share amounts unless otherwise indicated
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.
Risks and Uncertainties
There can be no assurance that forward-looking statements will prove to be accurate and actual results and outcomes could differ
materially from those expressed or implied in such statements. The following are some of the important factors that could cause actual results or outcomes to differ materially from those discussed in
the forward-looking statements:
- •
- our reliance on Nokia and our ability to maintain and grow our relationship as a preferred strategic supplier
to Nokia;
- •
- our ability to scale our supply chain and our reliance on suppliers, including contract manufacturers, third party
component suppliers and suppliers of outsourced services;
- •
- our reliance on a small number of customers for a large percentage of revenue;
- •
- our ability to implement our ongoing program of operating cost reductions;
- •
- our dependence on the development and growth of the market for high-capacity wireless communications services;
- •
- intense competition from several competitors;
- •
- competition from indirect competitors;
- •
- our history of losses;
- •
- our dependence on our ability to develop new products and enhance existing products;
- •
- our ability to successfully manage growth;
- •
- our dependence on establishing and maintaining relationships with channel partners;
- •
- our dependence on our ability to manage our workforce and recruit and retain management and other qualified personnel;
- •
- quarterly revenue and operating results that are difficult to predict and can fluctuate substantially;
- •
- a lengthy and variable sales cycle;
- •
- the impact that general economic weakness and volatility may be having on our customers;
- •
- disruption resulting from economic and geopolitical uncertainty;
- •
- currency fluctuations;
- •
- our exposure to credit risk for accounts receivable;
- •
- pressure on our pricing models from existing and potential customers and as a result of competition;
- •
- the allocation of radio spectrum and regulatory approvals for our products;
2
DragonWave Inc.
Management's Discussion and Analysis
For the three and nine months ended, November 30, 2014
Tables are expressed in USD $000's except share and per share amounts unless otherwise indicated
- •
- 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;
- •
- 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;
- •
- 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;
- •
- 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;
- •
- 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.
As
a result of our strategic relationship with Nokia, we are also exposed to certain risks that affect Nokia. Nokia has identified risks relating to its own business in its annual report
on Form 20-F for the year ended December 31, 2013.
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.
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, uncertainties and assumptions, 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 "Results of Operations–Use of Non-GAAP Performance Measures".
3
DragonWave Inc.
Management's Discussion and Analysis
For the three and nine months ended, November 30, 2014
Tables are expressed in USD $000's except share and per share amounts unless otherwise indicated
SELECTED FINANCIAL INFORMATION:
|
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Three Months Ended |
|
Nine Months Ended |
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November 30,
2014 |
|
November 30,
2013 |
|
November 30,
2012 |
|
November 30,
2014 |
|
November 30,
2013 |
|
November 30,
2012 |
|
REVENUE |
|
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47,320 |
|
|
22,169 |
|
|
38,452 |
|
|
114,024 |
|
|
72,154 |
|
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95,583 |
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| |
Cost of sales–before inventory provisions |
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39,330 |
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19,320 |
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31,296 |
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92,942 |
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63,528 |
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74,878 |
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| |
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Gross profit before inventory provisions (note 1) |
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7,990 |
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2,849 |
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7,156 |
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21,082 |
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8,626 |
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20,705 |
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| |
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16.9% |
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12.9% |
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18.6% |
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18.5% |
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12.0% |
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21.7% |
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| |
Inventory provisions |
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272 |
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389 |
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18 |
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1,585 |
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552 |
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2,691 |
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| |
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Gross profit |
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7,718 |
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|
2,460 |
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|
7,138 |
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|
19,497 |
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|
8,074 |
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18,014 |
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| |
|
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16.3% |
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11.1% |
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18.6% |
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17.1% |
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11.2% |
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18.8% |
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EXPENSES |
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| |
Research and development |
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4,353 |
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5,000 |
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9,769 |
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13,046 |
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15,085 |
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26,307 |
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| |
Selling and marketing |
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3,557 |
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3,479 |
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3,935 |
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10,230 |
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|
10,036 |
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11,950 |
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| |
General and administrative |
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4,282 |
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4,144 |
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6,218 |
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13,137 |
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13,325 |
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20,001 |
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| |
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|
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|
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12,192 |
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12,623 |
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19,922 |
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36,413 |
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38,446 |
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58,258 |
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| |
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Loss before other items |
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(4,474 |
) |
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(10,163 |
) |
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(12,784 |
) |
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(16,916 |
) |
|
(30,372 |
) |
|
(40,244 |
) |
| |
Amortization of intangible assets |
|
|
(333 |
) |
|
(500 |
) |
|
(1,162 |
) |
|
(981 |
) |
|
(1,496 |
) |
|
(2,903 |
) |
| |
Accretion expense |
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|
(69 |
) |
|
(53 |
) |
|
(16 |
) |
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(109 |
) |
|
(174 |
) |
|
(68 |
) |
| |
Restructuring expense |
|
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— |
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|
— |
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(839 |
) |
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— |
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— |
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(1,637 |
) |
| |
Interest expense |
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(301 |
) |
|
(392 |
) |
|
(500 |
) |
|
(1,105 |
) |
|
(1,310 |
) |
|
(1,211 |
) |
| |
Impairment of intangible assets |
|
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— |
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— |
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(4,407 |
) |
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— |
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— |
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(8,424 |
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| |
Gain on change in estimate |
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|
200 |
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|
2,970 |
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— |
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|
301 |
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3,312 |
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|
6,958 |
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| |
Gain on contract amendment |
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— |
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|
417 |
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5,416 |
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— |
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5,702 |
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— |
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| |
Gain on sale of fixed assets |
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18 |
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— |
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— |
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18 |
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— |
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— |
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| |
Gain on purchase of business |
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|
— |
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— |
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— |
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|
— |
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— |
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19,397 |
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| |
Warrant issuance expenses |
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— |
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(662 |
) |
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— |
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|
(221 |
) |
|
(662 |
) |
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— |
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| |
Fair value adjustment–warrant liability |
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|
1,880 |
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|
3,587 |
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— |
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|
1,028 |
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|
3,587 |
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— |
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| |
Foreign exchange gain (loss) |
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145 |
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(724 |
) |
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419 |
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|
519 |
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(1,219 |
) |
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(122 |
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| |
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Net Loss before income taxes |
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(2,934 |
) |
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(5,520 |
) |
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(13,873 |
) |
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(17,466 |
) |
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(22,632 |
) |
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(28,254 |
) |
| |
Income tax expense (recovery) |
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|
502 |
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|
102 |
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|
63 |
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1,047 |
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|
270 |
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(509 |
) |
| |
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Net Loss |
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(3,436 |
) |
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(5,622 |
) |
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(13,936 |
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(18,513 |
) |
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(22,902 |
) |
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(27,745 |
) |
| |
Net (Gain) Loss Attributable to Non-Controlling Interest |
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(320 |
) |
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113 |
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69 |
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(739 |
) |
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259 |
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177 |
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| |
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Net Loss applicable to shareholders |
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(3,756 |
) |
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(5,509 |
) |
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(13,867 |
) |
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(19,252 |
) |
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(22,643 |
) |
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(27,568 |
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| |
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Basic & Diluted loss per share |
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(0.05 |
) |
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(0.12 |
) |
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(0.36 |
) |
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(0.29 |
) |
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(0.55 |
) |
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(0.74 |
) |
Basic & Diluted weighted average shares outstanding |
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75,254,452 |
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47,329,275 |
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38,033,222 |
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65,738,695 |
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41,144,953 |
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37,313,926 |
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Note 1: "Gross profit before inventory provisions" is a non-GAAP financial measure. See
"Results of operation–Use of Non-GAAP Performance Measures"
4
DragonWave Inc.
Management's Discussion and Analysis
For the three and nine months ended, November 30, 2014
Tables are expressed in USD $000's except share and per share amounts unless otherwise indicated
- 1)
- Comparisons between three months and nine months ended November 30, 2014 and
November 30, 2012:
- a.
- Revenue
through the Nokia channel only commenced in June of 2012. As a result, the Nokia revenue stream is only relevant to six of the months in the nine
month period ended November 30, 2012. In the three month period ended November 30, 2014 the most significant contributor to the increase over the same period in fiscal year 2012 was the
increase in sales through India.
- b.
- Our
gross profit percentage was lower in both the three and nine months ended November 30, 2014 than in the same periods in fiscal year 2012 because
of a change in the mix of customers we are selling to. In both periods, inventory provisions on older product lines further reduced the gross profit percentage.
- c.
- 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.
- 2)
- Comparisons
between the three and nine months ended November 30, 2014 and November 30, 2013:
- a.
- 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.
- b.
- The
gross profit percentage improved due to decreases in material costs and decreases in overhead and repair costs.
- c.
- Operating
expenses decreased primarily as a result of lower depreciation and lower professional fees, bad debt expense and commodity taxes in China. These
decreases were offset by increases in operating costs in DragonWave HFCL (India) to support higher business levels in India. Increased spending on software and materials as well as compensation and
travel partially offset the previously noted reductions in operating expenses.
5
DragonWave Inc.
Management's Discussion and Analysis
For the three and nine months ended, November 30, 2014
Tables are expressed in USD $000's except share and per share amounts unless otherwise indicated
Consolidated Balance Sheet Data:
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As at
November 30,
2014 |
|
As at
February 28,
2014 |
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Assets |
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Current Assets |
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| |
Cash and cash equivalents |
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29,546 |
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|
18,992 |
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| |
Trade receivables |
|
|
43,763 |
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|
17,408 |
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| |
Inventory |
|
|
22,946 |
|
|
30,416 |
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| |
Other current assets |
|
|
5,479 |
|
|
5,909 |
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| |
Deferred tax asset |
|
|
119 |
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|
69 |
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| |
|
|
|
|
|
|
|
|
101,853 |
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|
72,794 |
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Long Term Assets |
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|
|
|
|
|
|
| |
Property and equipment |
|
|
4,066 |
|
|
3,168 |
|
| |
Deferred tax asset |
|
|
1,485 |
|
|
1,536 |
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| |
Deferred financing cost |
|
|
32 |
|
|
60 |
|
| |
Intangible assets |
|
|
928 |
|
|
1,635 |
|
| |
Goodwill |
|
|
11,927 |
|
|
11,927 |
|
| |
|
|
|
|
|
|
|
|
18,438 |
|
|
18,326 |
|
Total Assets |
|
|
120,291 |
|
|
91,120 |
|
| |
|
|
|
|
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Liabilities |
|
|
|
|
|
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Current Liabilities |
|
|
|
|
|
|
|
| |
Accounts payable and accrued liabilities |
|
|
42,619 |
|
|
29,964 |
|
| |
Deferred revenue |
|
|
667 |
|
|
984 |
|
| |
Capital lease obligation |
|
|
519 |
|
|
1,795 |
|
| |
|
|
|
|
|
|
|
|
43,805 |
|
|
32,743 |
|
Long Term Liabilities |
|
|
|
|
|
|
|
| |
Debt facility |
|
|
26,600 |
|
|
15,000 |
|
| |
Other long term liabilities |
|
|
1,096 |
|
|
574 |
|
| |
Warrant Liability |
|
|
2,218 |
|
|
1,360 |
|
| |
|
|
|
|
|
|
|
|
29,914 |
|
|
16,934 |
|
Shareholders' equity |
|
|
|
|
|
|
|
| |
Capital stock |
|
|
220,934 |
|
|
198,593 |
|
| |
Contributed surplus |
|
|
8,087 |
|
|
7,118 |
|
| |
Deficit |
|
|
(173,653 |
) |
|
(154,505 |
) |
| |
Accumulated other comprehensive loss |
|
|
(9,618 |
) |
|
(9,682 |
) |
| |
|
|
|
|
|
Total Shareholder's equity |
|
|
45,750 |
|
|
41,524 |
|
| |
Non-controlling interests |
|
|
822 |
|
|
(81 |
) |
| |
|
|
|
|
|
Total Equity |
|
|
46,572 |
|
|
41,443 |
|
Total Liabilities and Shareholder's equity |
|
|
120,291 |
|
|
91,120 |
|
| |
|
|
|
|
|
Shares issued and outstanding |
|
|
75,270,108 |
|
|
58,008,746 |
|
6
DragonWave Inc.
Management's Discussion and Analysis
For the three and nine months ended, November 30, 2014
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 operating 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, including for end-customers we supply through Nokia. In addition, results may vary as a result of the timing of staffing, infrastructure additions required
to support growth, and material costs required to support design initiatives.
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FY13 |
|
|
FY14 |
|
|
FY15 |
|
|
|
Feb 28
2013
|
|
May 31
2013
|
|
Aug 31
2013
|
|
Nov 30
2013
|
|
Feb 28
2014
|
|
May 31
2014
|
|
Aug 31
2014
|
|
Nov 30
2014
|
|
| |
|
|
|
|
|
|
|
Revenue |
|
|
28,294 |
|
|
24,532 |
|
|
25,453 |
|
|
22,169 |
|
|
17,857 |
|
|
28,771 |
|
|
37,933 |
|
|
47,320 |
|
Gross Profit before inventory provisions (note 1) |
|
|
2,239 |
|
|
2,919 |
|
|
2,858 |
|
|
2,849 |
|
|
3,115 |
|
|
5,976 |
|
|
7,116 |
|
|
7,990 |
|
| |
Gross Profit % before inventory provisions |
|
|
7.9% |
|
|
11.9% |
|
|
11.2% |
|
|
12.9% |
|
|
17.4% |
|
|
20.8% |
|
|
18.8% |
|
|
16.9% |
|
Inventory provisions |
|
|
752 |
|
|
99 |
|
|
64 |
|
|
389 |
|
|
526 |
|
|
90 |
|
|
1,223 |
|
|
272 |
|
Gross Profit |
|
|
1,487 |
|
|
2,820 |
|
|
2,794 |
|
|
2,460 |
|
|
2,589 |
|
|
5,886 |
|
|
5,893 |
|
|
7,718 |
|
| |
Gross Profit % |
|
|
5.3% |
|
|
11.5% |
|
|
11.0% |
|
|
11.1% |
|
|
14.5% |
|
|
20.5% |
|
|
15.5% |
|
|
16.3% |
|
Operating Expenses |
|
|
18,451 |
|
|
13,432 |
|
|
12,391 |
|
|
12,623 |
|
|
11,790 |
|
|
12,056 |
|
|
12,165 |
|
|
12,192 |
|
Loss before other items |
|
|
(16,964 |
) |
|
(10,612 |
) |
|
(9,597 |
) |
|
(10,163 |
) |
|
(9,201 |
) |
|
(6,170 |
) |
|
(6,272 |
) |
|
(4,474 |
) |
–(gross profit less operating expenses) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss for the period |
|
|
(27,262 |
) |
|
(6,679 |
) |
|
(10,601 |
) |
|
(5,622 |
) |
|
(11,599 |
) |
|
(6,667 |
) |
|
(8,410 |
) |
|
(3,436 |
) |
Net loss per share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and Diluted |
|
|
(0.71 |
) |
|
(0.17 |
) |
|
(0.28 |
) |
|
(0.12 |
) |
|
(0.20 |
) |
|
(0.11 |
) |
|
(0.14 |
) |
|
(0.05 |
) |
Weighted average number of shares outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Basic & Diluted |
|
|
38,043,594 |
|
|
38,059,919 |
|
|
38,112,887 |
|
|
47,329,275 |
|
|
57,062,936 |
|
|
58,194,153 |
|
|
63,894,060 |
|
|
75,254,452 |
|
Total Assets |
|
|
134,994 |
|
|
104,254 |
|
|
89,221 |
|
|
98,113 |
|
|
91,120 |
|
|
86,130 |
|
|
110,597 |
|
|
120,291 |
|
Note 1: "Gross profit before inventory provisions" is a non-GAAP financial measure. See
"Results of operation–Use of Non-GAAP Performance Measures"
7
DragonWave Inc.
Management's Discussion and Analysis
For the three and nine months ended, November 30, 2014
Tables are expressed in USD $000's except share and per share amounts unless otherwise indicated
RESULTS OF OPERATIONS
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 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.
The
following are key points on our results of operations for the third quarter ended November 30, 2014 compared to the same period in the previous
fiscal year:
- •
- Revenue increased by $25.2 million. The primary factors contributing to revenue
changes are:
- •
- New direct sales to a Tier 1 carrier located in India ($12.4 million);
- •
- Increased sales volume through the Nokia sales channel ($12.4 million); and
- •
- Decreases in direct and indirect sales in both Europe and the United States ($0.3 million and
$1.9 million respectively) which were offset by $2.6 million in increases in a variety of customers in other regions
- •
- Gross profit percentage increased to 16.3%, compared to 11.1% in the same three month period in the third quarter of
fiscal year 2014. The increased gross profit percentage relates to lower material costs and lower production and repair costs.
- •
- Operating expenses decreased $0.4 million compared to same three month period in the previous fiscal year as a
result of the following factors (in USD millions):
|
|
|
|
|
|
|
Three months
ended |
|
November 30, 2014 |
|
|
12.2 |
|
November 30, 2013 |
|
|
12.6 |
|
| |
|
|
|
|
|
|
(0.4 |
) |
| |
|
|
|
Key Drivers: |
|
|
|
|
Lower depreciation on fixed assets |
|
|
(0.6 |
) |
Lower professional fees, bad debt expense and commodity tax in China |
|
|
(0.4 |
) |
One time occupancy and move costs in China |
|
|
0.1 |
|
Increased costs in DragonWave HFCL (India) to support new business |
|
|
0.2 |
|
Increased spending on software and materials for prototype |
|
|
0.2 |
|
Increased compensation related spending and travel |
|
|
0.1 |
|
| |
|
|
|
|
|
|
(0.4 |
) |
| |
|
|
|
8
DragonWave Inc.
Management's Discussion and Analysis
For the three and nine months ended, November 30, 2014
Tables are expressed in USD $000's except share and per share amounts unless otherwise indicated
- •
- A fair value adjustment gain of $1.9 million was realized during the three month period ended November 30,
2014 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 gain of $3.6 million in the three month period ended November 30, 2013 resulting from the September 2013 public equity offering.
- •
- Other items impacting the loss in the third quarter of fiscal year 2015 totaled $0.3 million 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 $3.8 million.
In
the three month period ended November 30, 2014 we drew an additional $7.6 million on our line of credit which became available to us as our accounts receivable balance
increased. Our ending cash position at November 30, 2014 was $29.5 million, as compared to $33.6 million at the beginning of third quarter of fiscal 2015.
Our Priorities
Our business priorities continue to include: managing resources to minimize cash demands; strengthening our balance sheet; maintaining
our global reach; focusing on key revenue growth areas; 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 we are now working to close,
continue to optimize costs associated with manufacturing and logistics with the objective of improving gross profit performance and closely monitor operating expenses to ensure we maintain the
leverage in our current business model.
Relationship with Nokia
We closed our acquisition of the microwave transport business of Nokia 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.
Today,
our strategic relationship with Nokia continues, and is based on the value that each party brings to the other across diverse domains including technology collaboration, product
management and customer services and support. While either party may use alternative partners or products, supporting our relationship with Nokia is an important focus for DragonWave.
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.
9
DragonWave Inc.
Management's Discussion and Analysis
For the three and nine months ended, November 30, 2014
Tables are expressed in USD $000's except share and per share amounts unless otherwise indicated
- •
- 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.
The
net impact to the statement of operations resulting from the renewed framework was a gain on contract amendment of $5.3 million in the nine months ended November 30,
2013. During the nine months ending November 30, 2013, we also reduced a capital lease obligation associated with our operations in India by $0.4 million based on a revised agreement
which impacted the gain on contract amendment.
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 CDN$1.80 per unit for aggregate gross proceeds of $26.2 million (CDN$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 entitles the holder to purchase one of our common
shares at an exercise price of CDN$2.25 per share until August 1, 2016. Upon issuance, we recognized a liability in the amount of $2.6 million for the warrants.
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 November 30, 2014, we had $26.6 million drawn on this facility, and in addition had utilized $2.9 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 US 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 November 30, 2014.
10
DragonWave Inc.
Management's Discussion and Analysis
For the three and nine months ended, November 30, 2014
Tables are expressed in USD $000's except share and per share amounts unless otherwise indicated
Design Wins and Future Prospects
We believe that revenue growth will be achieved through both strategic relationships and direct business.
During
the nine months ended November 30, 2014 we began shipping our products to Reliance Jio Infocomm Limited ("Reliance Jio"), a subsidiary of Reliance Industries Limited (RIL).
First shipments were received by Reliance Jio in the second quarter of fiscal year 2015. Reliance Jio will deploy turnkey Horizon Compact+ links in support of a plan to roll out an extensive,
nationwide 4G/LTE networks. The deployment will also include services to be delivered by DragonWave's Indian joint venture, DragonWave HFCL. In October, 2014 we announced that we had received follow
on purchase orders for Horizon Compact+ from Reliance Jio.
On
November 25, 2014 we announced orders in excess of $10.0 million from a Tier 1 North American mobile operator. We will provide Horizon Compact+ and Horizon
Quantum microwave links to support the operator's ongoing upgrade and expansion of its nationwide 4G/LTE network, with more than 50% of the orders tied to engineering planning and installation
services.
We
continue to pursue opportunities to expand our customer base and our sales to existing customers around the world.
Revenue Guidance–Q3 Growth between 20% and 30% Projected
On October 8, 2014, at the time of the release of our financial statements for the second quarter ended August 31, 2014,
we announced that we anticipated third quarter revenue growth in the range of 20% to 30% over the $37.9 million revenue we achieved in the second quarter of fiscal year 2015. We achieved actual
revenue growth of 25%. The primary drivers for the increase between the second quarter of fiscal year 2015 and the third quarter of fiscal year 2015 were as follows:
|
|
|
|
|
Three months ended August 31, 2014 |
|
|
37,933 |
|
| |
|
|
|
Growth in direct sales to a Tier 1 carrier located in India |
|
|
5,749 |
|
Growth in sales to Latin America customers |
|
|
1,636 |
|
Growth in sales through Nokia Channel |
|
|
1,103 |
|
Other |
|
|
899 |
|
| |
|
|
|
|
|
|
9,387 |
|
| |
|
|
|
Three months ended November 30, 2014 |
|
|
47,320 |
|
| |
|
|
|
11
DragonWave Inc.
Management's Discussion and Analysis
For the three and nine months ended, November 30, 2014
Tables are expressed in USD $000's except share and per share amounts unless otherwise indicated
Adjusted Cashflow from Operations/Adjusted EBITDA
Please note: Adjusted Cashflow from Operations/Adjusted EBITDA is a non-GAAP measure. See "Results of Operations–Use of
Non-GAAP Performance Measures".
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FY15
Q3 |
|
FY15
Q2 |
|
FY15
Q1 |
|
Revenue |
|
|
47,320 |
|
|
37,933 |
|
|
28,771 |
|
Cost of Sales |
|
|
39,602 |
|
|
32,040 |
|
|
22,885 |
|
| |
|
|
|
|
|
|
|
Gross Profit |
|
|
7,718 |
|
|
5,893 |
|
|
5,886 |
|
|
|
|
16.3% |
|
|
15.5% |
|
|
20.5% |
|
Add: |
|
|
|
|
|
|
|
|
|
|
Inventory Provisions |
|
|
272 |
|
|
1,223 |
|
|
90 |
|
| |
|
|
|
|
|
|
|
Gross profit before inventory provisions (Note 1) |
|
|
7,990 |
|
|
7,116 |
|
|
5,976 |
|
|
|
|
16.9% |
|
|
18.8% |
|
|
20.8% |
|
Operating Expenses |
|
|
12,192 |
|
|
12,165 |
|
|
12,056 |
|
| |
Depreciation |
|
|
(519 |
) |
|
(658 |
) |
|
(697 |
) |
| |
Options Expense |
|
|
(321 |
) |
|
(288 |
) |
|
(359 |
) |
| |
|
|
|
|
|
|
|
|
|
|
11,352 |
|
|
11,219 |
|
|
11,000 |
|
| |
|
|
|
|
|
|
|
Adjusted Cashflow from Operations/Adjusted EBITDA |
|
|
(3,362 |
) |
|
(4,103 |
) |
|
(5,024 |
) |
| |
|
|
|
|
|
|
|
Note 1: Gross profit before inventory provisions is a non-GAAP financial measure. See "Results of Operations–Use of
Non-GAAP Performance Measures"
12
DragonWave Inc.
Management's Discussion and Analysis
For the three and nine months ended, November 30, 2014
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
Q3 |
|
FY15
Q2 |
|
FY15
Q1 |
|
Adjusted Cashflow from Operations/Adjusted EBITDA |
|
|
(3,362 |
) |
|
(4,103 |
) |
|
(5,024 |
) |
Include the following items: |
|
|
|
|
|
|
|
|
|
|
Depreciation |
|
|
(519 |
) |
|
(658 |
) |
|
(697 |
) |
Options expense |
|
|
(321 |
) |
|
(288 |
) |
|
(359 |
) |
Inventory provisions |
|
|
(272 |
) |
|
(1,223 |
) |
|
(90 |
) |
Amortization of intangible assets |
|
|
(333 |
) |
|
(339 |
) |
|
(309 |
) |
Accretion expense |
|
|
(69 |
) |
|
— |
|
|
(40 |
) |
Interest expense |
|
|
(301 |
) |
|
(379 |
) |
|
(425 |
) |
Gain on change in estimate |
|
|
200 |
|
|
— |
|
|
101 |
|
Gain on sale of fixed assets |
|
|
18 |
|
|
— |
|
|
— |
|
Warrant issuance expenses |
|
|
— |
|
|
(221 |
) |
|
— |
|
Fair value adjustment–warrant liability |
|
|
1,880 |
|
|
(1,002 |
) |
|
150 |
|
Foreign exchange gain (loss) |
|
|
145 |
|
|
253 |
|
|
121 |
|
Income taxes |
|
|
(502 |
) |
|
(450 |
) |
|
(95 |
) |
| |
|
|
|
|
|
|
|
Net Loss |
|
|
(3,436 |
) |
|
(8,410 |
) |
|
(6,667 |
) |
| |
|
|
|
|
|
|
|
Revenue and Expenses
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).
We
also analyze our sales according to geographic region and target product development and sales strategies to meet the special requirements of each region. Through co-operation with
our strategic OEM
13
DragonWave Inc.
Management's Discussion and Analysis
For the three and nine months ended, November 30, 2014
Tables are expressed in USD $000's except share and per share amounts unless otherwise indicated
partner,
Nokia, we now have visibility to the geographical location of our shipments through Nokia's various warehouses. The table below displays this information.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended
November 30, 2014 |
|
For the nine months ended
November 30, 2014 |
|
|
|
Direct &
Indirect
Sales |
|
OEM Sales
through
Nokia |
|
Total |
|
% of
total
revenue |
|
Direct &
Indirect
Sales |
|
OEM Sales
through
Nokia |
|
Total |
|
% of
total
revenue |
|
Europe |
|
|
970 |
|
|
11,785 |
|
|
12,755 |
|
|
27% |
|
|
4,079 |
|
|
30,397 |
|
|
34,476 |
|
|
30% |
|
India |
|
|
12,366 |
|
|
4,595 |
|
|
16,961 |
|
|
36% |
|
|
18,983 |
|
|
8,230 |
|
|
27,213 |
|
|
24% |
|
North America (Excl Canada) |
|
|
5,027 |
|
|
— |
|
|
5,027 |
|
|
11% |
|
|
15,023 |
|
|
— |
|
|
15,023 |
|
|
13% |
|
Asia Pacific |
|
|
322 |
|
|
2,741 |
|
|
3,063 |
|
|
6% |
|
|
950 |
|
|
11,159 |
|
|
12,109 |
|
|
11% |
|
Middle East |
|
|
635 |
|
|
2,668 |
|
|
3,303 |
|
|
7% |
|
|
2,663 |
|
|
7,810 |
|
|
10,473 |
|
|
9% |
|
Africa |
|
|
250 |
|
|
1,924 |
|
|
2,174 |
|
|
5% |
|
|
665 |
|
|
6,254 |
|
|
6,919 |
|
|
6% |
|
Carribean & Latin America |
|
|
2,842 |
|
|
15 |
|
|
2,857 |
|
|
6% |
|
|
4,449 |
|
|
140 |
|
|
4,589 |
|
|
4% |
|
Canada |
|
|
1,180 |
|
|
— |
|
|
1,180 |
|
|
2% |
|
|
3,222 |
|
|
— |
|
|
3,222 |
|
|
3% |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23,592 |
|
|
23,728 |
|
|
47,320 |
|
|
100% |
|
|
50,034 |
|
|
63,990 |
|
|
114,024 |
|
|
100% |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 our sales at that time.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended |
|
For the nine months ended |
|
|
|
November 30, 2013 |
|
November 30, 2013 |
|
North America |
|
|
6,526 |
|
|
30% |
|
|
20,571 |
|
|
28% |
|
Europe, Middle East and Africa |
|
|
3,778 |
|
|
17% |
|
|
9,429 |
|
|
13% |
|
Nokia–India |
|
|
3,435 |
|
|
15% |
|
|
7,113 |
|
|
10% |
|
Other Nokia warehouses |
|
|
7,916 |
|
|
36% |
|
|
33,745 |
|
|
47% |
|
Rest of World |
|
|
514 |
|
|
2% |
|
|
1,296 |
|
|
2% |
|
| |
|
|
|
|
|
|
|
|
|
Total |
|
|
22,169 |
|
|
100% |
|
|
72,154 |
|
|
100% |
|
| |
|
|
|
|
|
|
|
|
|
A large component of our cost of sales is the cost of product purchased from outsourced manufacturers. Final test 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.
14
DragonWave Inc.
Management's Discussion and Analysis
For the three and nine months ended, November 30, 2014
Tables are expressed in USD $000's except share and per share amounts unless otherwise indicated
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.
Comparison of the three months and nine months ended November 30, 2014 and November 30, 2013
Revenue
|
|
|
|
|
|
|
|
|
|
|
| Three Months Ended |
|
Nine Months Ended |
November 30,
2014 |
|
November 30,
2013 |
|
Variance |
|
November 30,
2014 |
|
November 30,
2013 |
|
Variance |
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
| 47,320 |
|
22,169 |
|
25,151 |
|
114,024 |
|
72,154 |
|
41,870 |
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 (of Reliance Jio) in India. We saw decreases in direct sales to North America, Europe, and the Middle East resulting from project-based variances. We expect to see strength in these
regions in future quarters as new customer projects come on-line.
|
|
|
|
|
|
|
|
|
|
Three Months |
|
Nine Months |
|
Three and Nine Months Ended November 30, 2013 |
|
|
22,169 |
|
|
72,154 |
|
Growth in sales through Nokia Channel |
|
|
12,377 |
|
|
23,132 |
|
Gowth in direct sales to a Tier 1 carrier located in India |
|
|
12,366 |
|
|
18,983 |
|
Decrease in direct and indirect sales in North America |
|
|
(319 |
) |
|
(2,325 |
) |
Decrease in direct sales in Europe, Middle East & Africa |
|
|
(1,923 |
) |
|
(2,024 |
) |
Other |
|
|
2,650 |
|
|
4,104 |
|
| |
|
|
|
|
|
Total Change |
|
|
25,151 |
|
|
41,870 |
|
| |
|
|
|
|
|
Three and Nine Months Ended November 30, 2014 |
|
|
47,320 |
|
|
114,024 |
|
| |
|
|
|
|
|
15
DragonWave Inc.
Management's Discussion and Analysis
For the three and nine months ended, November 30, 2014
Tables are expressed in USD $000's except share and per share amounts unless otherwise indicated
Gross Profit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Nine Months Ended |
|
|
|
November 30,
2014 |
|
November 30,
2013 |
|
Variance |
|
November 30,
2014 |
|
November 30,
2013 |
|
Variance |
|
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
Gross Profit before inventory provisions |
|
|
7,990 |
|
|
2,849 |
|
|
5,141 |
|
|
21,082 |
|
|
8,626 |
|
|
12,456 |
|
|
|
|
16.9% |
|
|
12.9% |
|
|
4.0% |
|
|
18.5% |
|
|
12.0% |
|
|
6.5% |
|
Inventory provisions |
|
|
272 |
|
|
389 |
|
|
(117 |
) |
|
1,585 |
|
|
552 |
|
|
1,033 |
|
Gross Profit |
|
|
7,718 |
|
|
2,460 |
|
|
5,258 |
|
|
19,497 |
|
|
8,074 |
|
|
11,423 |
|
|
|
|
16.3% |
|
|
11.1% |
|
|
5.2% |
|
|
17.1% |
|
|
11.2% |
|
|
5.9% |
|
Note: Gross profit before inventory provision is a non-GAAP financial measure. See "Results of Operation–Use of Non-GAAP
Performance Measures"
Our gross profit percentage improved relative to the previous year in both the three and nine month periods ended November 30, 2014. This
improvement relates to lower material costs, lower overhead costs driven by the increased focus on outsourcing and warehousing changes and reduced warranty costs. The nine month period ended
November 30, 2014 was impacted by an inventory provision on parts related to our 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.
Expenses
Research and Development
|
|
|
|
|
|
|
|
|
|
|
| Three Months Ended |
|
Nine Months Ended |
November 30,
2014 |
|
November 30,
2013 |
|
Variance |
|
November 30,
2014 |
|
November 30,
2013 |
|
Variance |
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
| 4,353 |
|
5,000 |
|
(647) |
|
13,046 |
|
15,085 |
|
(2,039) |
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 for our R&D organization, and spending on external contractors has decreased as well.
16
DragonWave Inc.
Management's Discussion and Analysis
For the three and nine months ended, November 30, 2014
Tables are expressed in USD $000's except share and per share amounts unless otherwise indicated
Changes to R&D Expense in USD Millions:
|
|
|
|
|
|
|
|
|
|
Q3 FY2015
vs.
Q3 FY2014 |
|
YTD FY2015
vs.
YTD FY2014 |
|
Depreciation |
|
|
(0.6 |
) |
|
(1.9 |
) |
Lower commodity tax expenses on China operations |
|
|
(0.1 |
) |
|
(0.3 |
) |
External contractor and advisor spending |
|
|
(0.3 |
) |
|
(0.3 |
) |
Compensation related spending |
|
|
0.1 |
|
|
0.1 |
|
Special government subsidy in China |
|
|
0.2 |
|
|
0.1 |
|
Materials, software costs and facilities related spending |
|
|
0.1 |
|
|
0.3 |
|
| |
|
|
|
|
|
|
|
|
(0.6 |
) |
|
(2.0 |
) |
| |
|
|
|
|
|
Sales and Marketing
|
|
|
|
|
|
|
|
|
|
|
| Three Months Ended |
|
Nine Months Ended |
November 30,
2014 |
|
November 30,
2013 |
|
Variance |
|
November 30,
2014 |
|
November 30,
2013 |
|
Variance |
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
| 3,557 |
|
3,479 |
|
78 |
|
10,230 |
|
10,036 |
|
194 |
The
S&M organization, which includes marketing, product line management, customer service and sales, grew slightly between the third quarter of fiscal year 2014 and the third 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:
|
|
|
|
|
|
|
|
|
|
Q3 FY2015
vs.
Q3 FY2014 |
|
YTD FY2015
vs.
YTD FY2014 |
|
Small increase in staff primarily located outside of Canada |
|
|
— |
|
|
0.1 |
|
Travel spending |
|
|
— |
|
|
0.1 |
|
External contracted services |
|
|
0.1 |
|
|
— |
|
| |
|
|
|
|
|
|
|
|
0.1 |
|
|
0.2 |
|
| |
|
|
|
|
|
General and Administrative
|
|
|
|
|
|
|
|
|
|
|
| Three Months Ended |
|
Nine Months Ended |
November 30,
2014 |
|
November 30,
2013 |
|
Variance |
|
November 30,
2014 |
|
November 30,
2013 |
|
Variance |
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
| 4,282 |
|
4,144 |
|
138 |
|
13,137 |
|
13,325 |
|
(188) |
17
DragonWave Inc.
Management's Discussion and Analysis
For the three and nine months ended, November 30, 2014
Tables are expressed in USD $000's except share and per share amounts unless otherwise indicated
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. Lower bad
debt expenses compared to the three and nine month periods in the previous fiscal year have been offset by slightly higher spending at DragonWave HFCL (India) which has been growing in response to the
increased sales in the region and slightly higher professional fees.
Changes to G&A Expenses in USD Millions:
|
|
|
|
|
|
|
|
|
|
Q3 FY2015
vs.
Q3 FY2014 |
|
YTD FY2015
vs.
YTD FY2014 |
|
Lower bad debt expense–two customers provided for in FY2014 |
|
|
(0.2 |
) |
|
(0.3 |
) |
Higher travel costs to support HC+ manufacturing at the contract manufacturer |
|
|
— |
|
|
0.2 |
|
DragonWave HFCL spending–growth in response to increased activity in India |
|
|
0.2 |
|
|
0.2 |
|
Changes in professional costs, including for IT consulting, accounting and legal |
|
|
0.1 |
|
|
(0.3 |
) |
| |
|
|
|
|
|
|
|
|
0.1 |
|
|
(0.2 |
) |
| |
|
|
|
|
|
Amortization of Intangible Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Nine Months Ended |
|
|
|
November 30,
2014 |
|
November 30,
2013 |
|
Variance |
|
November 30,
2014 |
|
November 30,
2013 |
|
Variance |
|
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
Amortization of Nokia intangible–favourable AR terms |
|
|
— |
|
|
204 |
|
|
(204 |
) |
|
— |
|
|
598 |
|
|
(598 |
) |
Amortization of computer software & infrastructure software |
|
|
333 |
|
|
296 |
|
|
37 |
|
|
981 |
|
|
898 |
|
|
83 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
333 |
|
|
500 |
|
|
(167 |
) |
|
981 |
|
|
1,496 |
|
|
(515 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
The
amortization of software is increasing slightly as we invest in the software required for a variety of functional areas. We are investing in our enterprise resource planning (ERP)
system and in required R&D tools.
Accretion (Expense)
|
|
|
|
|
|
|
|
|
|
|
| Three Months Ended |
|
Nine Months Ended |
November 30,
2014 |
|
November 30,
2013 |
|
Variance |
|
November 30,
2014 |
|
November 30,
2013 |
|
Variance |
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
| 69 |
|
53 |
|
16 |
|
109 |
|
174 |
|
(65) |
18
DragonWave Inc.
Management's Discussion and Analysis
For the three and nine months ended, November 30, 2014
Tables are expressed in USD $000's except share and per share amounts unless otherwise indicated
During
the three and nine month period ended November 30, 2014 we incurred accretion expenses associated with the termination liability in connection with the termination of a
services agreement with Nokia discussed above under "Our Priorities–Relationship with Nokia" and capital leases. In the previous fiscal year the accretion expense in both the three and
nine months ended November 30, 2014 relates to capital leases which we acquired on our acquisition of Nokia's microwave transport business.
Interest Expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Nine Months Ended |
|
|
|
November 30,
2014 |
|
November 30,
2013 |
|
Variance |
|
November 30,
2014 |
|
November 30,
2013 |
|
Variance |
|
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
Amortization of deferred financing costs |
|
|
14 |
|
|
130 |
|
|
(116 |
) |
|
173 |
|
|
484 |
|
|
(311 |
) |
Interest on the Debt |
|
|
332 |
|
|
247 |
|
|
85 |
|
|
932 |
|
|
757 |
|
|
175 |
|
Other |
|
|
(45 |
) |
|
15 |
|
|
(60 |
) |
|
— |
|
|
69 |
|
|
(69 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
301 |
|
|
392 |
|
|
(91 |
) |
|
1,105 |
|
|
1,310 |
|
|
(205 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
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 November 30, 2014, $26.6 million is outstanding on the line of credit. 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 nine months ended November 30, 2014
the weighted average debt outstanding was $19.4 million and $17.8 million, respectively (three months and nine months ended November 30, 2013–$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.
Gain on Change in Estimate
|
|
|
|
|
|
|
|
|
|
|
| Three Months Ended |
|
Nine Months Ended |
November 30,
2014 |
|
November 30,
2013 |
|
Variance |
|
November 30,
2014 |
|
November 30,
2013 |
|
Variance |
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
| 200 |
|
2,970 |
|
(2,770) |
|
301 |
|
3,312 |
|
(3,011) |
As
noted above, on April 10, 2013 we announced a renewed framework with Nokia which included our agreement to pay a termination fee. During the third quarter of fiscal year 2015,
the final invoice related to the termination fee was received from Nokia and this led to a further gain in change in estimate of $0.2 million recorded in the statement of operations. On a year
to date basis we have recorded a gain in change in estimate of $0.3 million associated with the termination fee. As at November 30, 2014 we had made payments of $2.0 million
toward the liability. As a result of the payment and revaluation, the termination fee liability was valued at $6.1 million at November 30, 2014.
19
DragonWave Inc.
Management's Discussion and Analysis
For the three and nine months ended, November 30, 2014
Tables are expressed in USD $000's except share and per share amounts unless otherwise indicated
Gain on Contract Amendment
|
|
|
|
|
|
|
|
|
|
|
| Three Months Ended |
|
Nine Months Ended |
November 30,
2014 |
|
November 30,
2013 |
|
Variance |
|
November 30,
2014 |
|
November 30,
2013 |
|
Variance |
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
| — |
|
417 |
|
(417) |
|
— |
|
5,702 |
|
(5,702) |
As
described in the section entitled "Our Priorities–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 (recognized in Q3 FY2014) |
|
|
(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 Expenses
|
|
|
|
|
|
|
|
|
|
|
| Three Months Ended |
|
Nine Months Ended |
November 30,
2014 |
|
November 30,
2013 |
|
Variance |
|
November 30,
2014 |
|
November 30,
2013 |
|
Variance |
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
| — |
|
(662) |
|
662 |
|
(221) |
|
(662) |
|
441 |
On
August 1, 2014 we completed the 2014 Equity Offering which included the issuance of warrants. Of the total equity issuance costs of $0.7 million, $0.2 million
were attributed to the warrants specifically and expensed to our consolidated statement of operations in the nine months ended November 30, 2014. 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 of units (the "2013 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 nine months ended November 30, 2013.
Fair Value Adjustment–Warrant Liability
|
|
|
|
|
|
|
|
|
|
|
| Three Months Ended |
|
Nine Months Ended |
November 30,
2014 |
|
November 30,
2013 |
|
Variance |
|
November 30,
2014 |
|
November 30,
2013 |
|
Variance |
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
| 1,880 |
|
3,587 |
|
(1,707) |
|
1,028 |
|
3,587 |
|
(2,559) |
20
DragonWave Inc.
Management's Discussion and Analysis
For the three and nine months ended, November 30, 2014
Tables are expressed in USD $000's except share and per share amounts unless otherwise indicated
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 in the three and nine months ended November 30, 2014 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 |
|
Nine Months Ended |
November 30,
2014 |
|
November 30,
2013 |
|
Variance |
|
November 30,
2014 |
|
November 30,
2013 |
|
Variance |
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
| 145 |
|
(724) |
|
869 |
|
519 |
|
(1,219) |
|
1,738 |
The
foreign exchange gains and losses for both the three months ended November 30, 2014 and the three months ended November 30, 2013 resulted from the translation of
foreign denominated monetary accounts. The US dollar has strengthened relative to foreign currencies. In fiscal year 2015 the translation of cash accounts resulted in foreign currency losses
($0.5 million in the nine months ended November 30, 2014), 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 Expense
|
|
|
|
|
|
|
|
|
|
|
| Three Months Ended |
|
Nine Months Ended |
November 30,
2014 |
|
November 30,
2013 |
|
Variance |
|
November 30,
2014 |
|
November 30,
2013 |
|
Variance |
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
| 502 |
|
102 |
|
400 |
|
1,047 |
|
270 |
|
777 |
The
tax expense in the three and nine months ended November 30, 2014 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. We actively seek and apply for all tax incentive programs available in these jurisdictions to minimize these
expenses wherever possible.
As
at February 28, 2014, we had cumulative operating tax loss carry forwards in the following jurisdictions: Canada–$87.6 million,
United States–$8.3 million, Luxembourg–$54.5 million and India–$0.9 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 $14.6 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.
21
DragonWave Inc.
Management's Discussion and Analysis
For the three and nine months ended, November 30, 2014
Tables are expressed in USD $000's except share and per share amounts unless otherwise indicated
Use of Non-GAAP Performance Measures
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, 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 and do not recur on a consistent basis. 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 nine month periods ended November 30, 2014 to "Gross profit before
inventory provisions" is "Gross profit".
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 nine month periods ended November 30, 2014 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 above under "Our Priorities–Adjusted Cashflow
from Operations/Adjusted EBITDA".
22
DragonWave Inc.
Management's Discussion and Analysis
For the three and nine months ended, November 30, 2014
Tables are expressed in USD $000's except share and per share amounts unless otherwise indicated
Liquidity and Capital Resources
The following table sets out some of the key balance sheet metrics:
|
|
|
|
|
|
|
|
|
|
|
As at
November 30,
2014 |
|
As at
February 28,
2014 |
|
Key Balance Sheet Amounts and Ratios: |
|
|
|
|
|
|
|
| |
Cash and Cash Equivalents |
|
|
29,546 |
|
|
18,992 |
|
| |
Working Capital |
|
|
58,048 |
|
|
40,051 |
|
| |
Long Term Assets |
|
|
18,438 |
|
|
18,326 |
|
| |
Long Term Liabilities |
|
|
29,914 |
|
|
16,934 |
|
| |
Working Capital Ratio |
|
|
2.3 : 1 |
|
|
2.2 : 1 |
|
| |
Days Sales Outstanding in accounts receivable |
|
|
79 days |
|
|
81 days |
|
| |
Inventory Turnover |
|
|
9.3 times |
|
|
1.9 times |
|
As at November 30, 2014, we had $29.5 million in Cash and Cash Equivalents ("Cash"), representing a $10.6 million
increase from the Cash balance at February 28, 2014.
23
DragonWave Inc.
Management's Discussion and Analysis
For the three and nine months ended, November 30, 2014
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 nine months ended November 30, 2014.
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Nine Months Ended |
|
|
|
November 30, 2014 |
|
November 30, 2014 |
|
Beginning Cash Balance |
|
|
33,572 |
|
|
18,992 |
|
Net Loss–adjusted for non cash items |
|
|
(3,517 |
) |
|
(14,168 |
) |
| |
Change in inventory (net of inventory provisions) |
|
|
(2,824 |
) |
|
5,885 |
|
| |
Change in accounts receivable, and other current assets |
|
|
(10,705 |
) |
|
(26,060 |
) |
| |
Change in accounts payable and other liabilities |
|
|
6,802 |
|
|
14,555 |
|
| |
Nokia termination liability |
|
|
0 |
|
|
(2,046 |
) |
| |
Change in other |
|
|
(2 |
) |
|
156 |
|
| |
|
|
|
|
|
Working capital changes and other changes |
|
|
(6,729 |
) |
|
(7,510 |
) |
| |
|
|
|
|
|
| |
Capital asset acquisitions |
|
|
(1,311 |
) |
|
(2,772 |
) |
| |
Purchases of software |
|
|
(41 |
) |
|
(274 |
) |
| |
|
|
|
|
|
Cash used in investing activities |
|
|
(1,352 |
) |
|
(3,046 |
) |
| |
|
|
|
|
|
| |
Change in debt facility |
|
|
7,600 |
|
|
11,600 |
|
| |
Capital leases |
|
|
(43 |
) |
|
(715 |
) |
| |
Net proceeds from the Offering |
|
|
0 |
|
|
23,960 |
|
| |
Other changes to equity (ESPP and issuance costs charged to warrant) |
|
|
15 |
|
|
432 |
|
| |
|
|
|
|
|
Cash provided through financing activities |
|
|
7,572 |
|
|
35,277 |
|
| |
|
|
|
|
|
Total Change in Cash |
|
|
(4,026 |
) |
|
10,554 |
|
| |
|
|
|
|
|
Ending Cash Balance |
|
|
29,546 |
|
|
29,546 |
|
| |
|
|
|
|
|
Key
points associated with the Cash decrease of $4.0 million in the third quarter of fiscal year 2015 include:
- •
- We borrowed a further $7.6 million against the line of credit.
- •
- We limited growth in inventory, which helped to conserve cash.
- •
- Receivables, with longer payment terms than the terms we have with suppliers, grew at a greater rate than
our payables.
- •
- We have invested in capital equipment and software required to meet capacity requirements for the recent ramp in sales,
which utilized approximately $1.4 million in cash in the three months ended November 30, 2014.
24
DragonWave Inc.
Management's Discussion and Analysis
For the three and nine months ended, November 30, 2014
Tables are expressed in USD $000's except share and per share amounts unless otherwise indicated
|
|
|
|
|
Changes in working capital
|
|
February 28, 2014
to
November 30, 2014 |
|
Beginning working capital balance |
|
|
40,051 |
|
Cash and cash equivalents |
|
|
10,554 |
|
Trade receivables |
|
|
26,355 |
|
Inventory |
|
|
(7,470 |
) |
Other current assets |
|
|
(430 |
) |
Future income tax asset |
|
|
50 |
|
Accounts payable and accrued liabilities |
|
|
(12,655 |
) |
Deferred revenue |
|
|
317 |
|
Capital lease obligation |
|
|
1,276 |
|
| |
|
|
|
Net change in working capital |
|
|
17,997 |
|
| |
|
|
|
Ending working capital balance |
|
|
58,048 |
|
| |
|
|
|
Our trade receivables balance increased by $26.4 million in the first nine months of the fiscal year as a result of the increase
in sales. Our days sales outstanding was calculated to be 79 days at November 30, 2014. Our allowance for doubtful accounts continues to represent a small percentage of our total trade
receivables outstanding (November 30, 2014-2.0%; February 28, 2014-3.0%).
As
at November 30, 2014, two customers exceeded 10% of the total receivable balance. These customers represented 41% and 33% of the trade receivables balance (February 28,
2014–one customer represented 56% of the trade receivables balance).
Included
in G&A expenses is $14 thousand related to bad debt expense for the three month period ended November 30, 2014 (nine month period ended November 30,
2014–$0.2 million) compared to $0.2 million for the three month period ended November 30, 2013 (nine month period ended November 30,
2013–$0.5 million).
25
DragonWave Inc.
Management's Discussion and Analysis
For the three and nine months ended, November 30, 2014
Tables are expressed in USD $000's except share and per share amounts unless otherwise indicated
The inventory balance decreased by $7.5 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 |
|
| |
|
|
|
Flexipacket/Harmony product line decreases |
|
|
(1.8 |
) |
Decrease in Horizon Compact (including provision increase of $0.7 million) |
|
|
(1.3 |
) |
Decrease in Quantum |
|
|
(2.1 |
) |
Decrease in Horizon Compact Plus |
|
|
(1.1 |
) |
Lower Overhead and Labour costs in inventory |
|
|
(0.9 |
) |
Decrease in Antennas, peripherals and other |
|
|
(0.3 |
) |
| |
|
|
|
| |
Net Change in Inventory |
|
|
(7.5 |
) |
| |
|
|
|
Ending inventory at November 30, 2014 |
|
|
22.9 |
|
| |
|
|
|
The accounts payable and accrued liabilities balance increased by $12.7 million between February 28, 2014 and
November 30, 2014 primarily due to increases in purchasing tied to higher sales levels.
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 CND$28.7 million. After deducting fees and expenses, we realized net proceeds of $24.0 million
(CND$26.2 million).
As
previously disclosed, we planned to use the proceeds we received from the 2014 Equity Offering as follows: approximately CND$11.5 million to strengthen our balance sheet,
approximately CND$5.7 million to fund working capital and approximately CND$5.7 million for general corporate purposes. A portion of the aggregate net proceeds of the 2014 Equity
Offering (being CND$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.
26
DragonWave Inc.
Management's Discussion and Analysis
For the three and nine months ended, November 30, 2014
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 |
|
CND$11.5 million |
|
Strengthen our balance sheet |
|
CND$11.5 million |
|
No variances to date |
General corporate purposes |
|
CND$5.7 million |
|
General corporate purposes |
|
CND$5.7 million |
|
No variances to date |
Liquidity Discussion
Our consolidated financial statements for the three and nine months ended November 30, 2014 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 sustainable sales growth in our Nokia and non-Nokia channel business including new accounts;
- •
- Reducing the costs of our materials to improve margin performance on hardware;
- •
- Efficiently and cost effectively expanding into new regions including India and South America; and
- •
- Continued access to debt under arrangements with our current lenders.
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.
27
DragonWave Inc.
Management's Discussion and Analysis
For the three and nine months ended, November 30, 2014
Tables are expressed in USD $000's except share and per share amounts unless otherwise indicated
Commitments as at November 30, 2014
Future minimum operating lease payments as at November 30, 2014 per fiscal year relate to leases of office and warehouse space.
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 |
|
$ |
3,375 |
|
$ |
478 |
|
$ |
2,897 |
|
|
— |
|
|
— |
|
| |
|
|
|
|
|
|
|
|
|
|
|
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 nine months ended November 30, 2014.
|
|
|
|
|
|
|
|
Common Shares |
|
Balance at February 28, 2014 |
|
|
58,008,746 |
|
| |
|
|
|
| |
Exercise of warrants |
|
|
1,286,722 |
|
| |
Public offering |
|
|
15,927,500 |
|
| |
Other |
|
|
19,413 |
|
| |
|
|
|
Balance at August 31, 2014 |
|
|
75,242,381 |
|
| |
|
|
|
| |
Exercise of warrants |
|
|
14,335 |
|
| |
Other |
|
|
13,392 |
|
| |
|
|
|
Balance at November 30, 2014 |
|
|
75,270,108 |
|
| |
|
|
|
28
DragonWave Inc.
Management's Discussion and Analysis
For the three and nine months ended, November 30, 2014
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 nine months
ended
November 30, 2014 |
|
|
|
Options |
|
Weighted
Average Price
(CAD) |
|
Options outstanding at February 28, 2014 |
|
|
3,173,321 |
|
$ |
3.71 |
|
Granted |
|
|
1,056,876 |
|
$ |
2.13 |
|
Forfeited |
|
|
(95,673 |
) |
$ |
5.07 |
|
| |
|
|
|
|
|
Options outstanding at August 31, 2014 |
|
|
4,134,524 |
|
$ |
3.28 |
|
| |
|
|
|
|
|
Granted |
|
|
23,100 |
|
$ |
1.16 |
|
Forfeited |
|
|
(48,050 |
) |
$ |
4.73 |
|
| |
|
|
|
|
|
Options outstanding at November 30, 2014 |
|
|
4,109,574 |
|
$ |
3.25 |
|
| |
|
|
|
|
|
As
at November 30, 2014 the following securities were issued and outstanding: 75,270,108 common shares, options to purchase 4,109,574 common shares,
80,000 restricted share units ("RSUs"), and warrants exercisable for 10,052,500 common shares. The number of common shares issuable upon exercise of such warrants are subject to a
adjustment in accordance with terms of the warrants.
As
of January 9, 2015 the following securities were issued and outstanding: 75,275,773 common shares, options to purchase 4,093,574 common shares,
80,000 RSUs, and warrants exercisable for 10,052,500 common shares. The number of common shares issuable upon exercise of such warrants are 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 nine months ended November 30, 2014 a total of 10,715 and 27,445 common shares
were purchased by employees at fair market value, while we issued 2,677 and 6,861 common shares as its matching contribution, expressed net of 1,500 forfeited shares during the nine
months ended November 30, 2014. The shares we contributed will vest 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 nine
months ended November 30, 2014 was $3 thousand and $10 thousand (three and nine months ended November 30, 2013–$4 thousand and $20 thousand). The
fair value of the unearned ESPP shares as at November 30, 2014 was $12 thousand (November 30, 2013–$13 thousand). The number of shares held for release, and
still restricted under the ESPP at November 30, 2014 was 9,088 (November 30, 2013–6,391).
29
DragonWave Inc.
Management's Discussion and Analysis
For the three and nine months ended, November 30, 2014
Tables are expressed in USD $000's except share and per share amounts unless otherwise indicated
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 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 months ended November 30, 2014:
|
|
|
|
|
|
|
|
|
|
Three months ended
November 30, 2014 |
|
|
|
RSU's |
|
Weighted
Average Price
(CDN) |
|
RSU balances at August 31, 2014 |
|
|
80,000 |
|
$ |
2.15 |
|
Granted |
|
|
— |
|
|
— |
|
| |
|
|
|
|
|
RSU balances at November 30, 2014 |
|
|
80,000 |
|
$ |
2.15 |
|
| |
|
|
|
|
|
We
have recognized $39 thousand and $58 thousand for the three and nine months ended November 30, 2014 as compensation expense for restricted stock units, with a
corresponding credit to contributed surplus.
There
were no RSUs exercisable as of November 30, 2014.
Off-Balance Sheet Arrangements
(Actual Dollars)
|
|
|
|
|
|
|
|
|
|
|
City
|
|
Country |
|
Lessor |
|
Lease Expiry |
|
Cost per
Month |
|
Dubai |
|
UAE |
|
TECOM Investments FZ-LLC |
|
November, 2015 |
|
$ |
5,488 |
|
Luxembourg City |
|
Luxembourg |
|
FPS Office Center S.A.R.L. |
|
Month to Month |
|
$ |
1,359 |
|
Singapore |
|
Singapore |
|
ARCC |
|
February, 2016 |
|
$ |
3,220 |
|
Ottawa (Warehouse & Operations at Terry Fox Drive and Frank Neighbor Place + Office Space at 411 Legget
Drive) |
|
Canada |
|
Kanata Research Park |
|
November, 2016 |
|
$ |
136,000 |
|
Shanghai |
|
China |
|
Caike Property (Shanghai) Co., Ltd |
|
January, 2015 |
|
$ |
56,160 |
|
Herzlyia |
|
Israel |
|
Margalin Holdings Ltd. |
|
November, 2015 |
|
$ |
2,950 |
|
Shanghai |
|
China |
|
Shanghai Lingang Economic Development Group |
|
September, 2017 |
|
$ |
21,660 |
|
New Delhi |
|
India |
|
WEL Intertrade Private Limited Holdings Ltd. |
|
March, 2015 |
|
$ |
6,200 |
|
Gurgaon |
|
India |
|
Pinki Bansal |
|
Month to Month |
|
$ |
370 |
|
30
DragonWave Inc.
Management's Discussion and Analysis
For the three and nine months ended, November 30, 2014
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 we recorded during the year ended February 28, 2014 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 November 30, 2014 we have provisions totaling $0.2 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.
31
DragonWave Inc.
Management's Discussion and Analysis
For the three and nine months ended, November 30, 2014
Tables are expressed in USD $000's except share and per share amounts unless otherwise indicated
Categories for financial assets and liabilities
The following table summarizes the carrying values of our financial instruments:
|
|
|
|
|
|
|
|
|
|
November 30,
2014 |
|
February 28,
2014 |
|
Assets held at fair value (A) |
|
|
29,546 |
|
|
19,011 |
|
Loans and receivables (B) |
|
|
45,393 |
|
|
19,405 |
|
Other financial liabilities (C) |
|
|
68,166 |
|
|
44,043 |
|
Liabilities held at fair value (D) |
|
|
2,218 |
|
|
1,360 |
|
- (A)
- Includes
cash, cash equivalents and forward exchange contracts
- (B)
- Includes
trade receivables and other & miscellaneous receivables
- (C)
- Includes
accounts payable, accrued liabilities, debt facility and termination fee
- (D)
- Warrant
liability
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. Warrants are valued using a combination of Monte Carlo and Black-Scholes valuation techniques with the key inputs similar to inputs used to value our outstanding
stock options.
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 are traded on the Toronto Stock Exchange and on the NASDAQ Global Market.
As
at November 30, 2014 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 |
|
|
— |
|
|
824 |
|
|
824 |
|
32
DragonWave Inc.
Management's Discussion and Analysis
For the three and nine months ended, November 30, 2014
Tables are expressed in USD $000's except share and per share amounts unless otherwise indicated
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 1 and Level 3 warrant liability measured at fair value for the three and nine months ended November 30, 2014 follows:
|
|
|
|
|
|
|
|
|
|
Nine months ended
November 30, 2014 |
|
|
|
Warrants |
|
$ |
|
Balance at February 28, 2014 |
|
|
3,171,000 |
|
|
1,360 |
|
Fair value adjustment–warrant liability |
|
|
— |
|
|
852 |
|
Issuance of warrants |
|
|
7,963,750 |
|
|
2,551 |
|
Exercise of warrants |
|
|
(1,072,250 |
) |
|
(659 |
) |
| |
|
|
|
|
|
Balance at August 31, 2014 |
|
|
10,062,500 |
|
|
4,104 |
|
| |
|
|
|
|
|
Fair value adjustment–warrant liability |
|
|
— |
|
|
(1,880 |
) |
Exercise of warrants |
|
|
(10,000 |
) |
|
(6 |
) |
| |
|
|
|
|
|
Balance at November 30, 2014 |
|
|
10,052,500 |
|
|
2,218 |
|
| |
|
|
|
|
|
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 nine months ended November 30, 2014 was $0.3 million and
$0.9 million on our cash, cash equivalents and debt facility (three and nine months ended November 30, 2013–expense of $0.3 million and $0.8 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.
33
DragonWave Inc.
Management's Discussion and Analysis
For the three and nine months ended, November 30, 2014
Tables are expressed in USD $000's except share and per share amounts unless otherwise indicated
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 November 30, 2014 (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 November 30, 2014, 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
our foreign denominated financial instruments would have resulted in a nominal decrease in after-tax net loss for the three and nine months ended November 30, 2014 (three and nine months ended
November 30, 2013–decrease of $0.1 million) with an equal and opposite effect if the US dollar had depreciated 1% against all foreign currencies at
November 30, 2014.
Economic Dependence
We were dependent on two key customers with respect to revenue in the three months ended November 30, 2014. These customers
represented approximately 50% and 26% of sales (three months ended November 30, 2013–one customer represented 51%).
In
the nine months ended November 30, 2014 we were also dependent on two key customers with respect to revenue These customers represented approximately 56% and 17% of sales (nine
months ended November 30, 2013–two customers represented 56% and 10%).
Controls and Procedures
At the end of the period covered by this MD&A (such period being the three and nine months ended November 30, 2014), 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 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 November 30, 2014 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
34
DragonWave Inc.
Management's Discussion and Analysis
For the three and nine months ended, November 30, 2014
Tables are expressed in USD $000's except share and per share amounts unless otherwise indicated
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 as of November 30, 2014.
Ernst &
Young LLP, the independent registered public accounting firm that audited our consolidated financial statements filed on SEDAR on May 14, 2014, has also
audited the effectiveness of our internal control over financial reporting as of February 28, 2014, 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. Standard warranty is typically 13 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.
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
35
DragonWave Inc.
Management's Discussion and Analysis
For the three and nine months ended, November 30, 2014
Tables are expressed in USD $000's except share and per share amounts unless otherwise indicated
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.
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.
Advanced
replacement and extended warranty contracts are services offered by us to our customers as an option to purchase 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 to customers 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.
36
DragonWave Inc.
Management's Discussion and Analysis
For the three and nine months ended, November 30, 2014
Tables are expressed in USD $000's except share and per share amounts unless otherwise indicated
Our
standard warranty for customers generally varies between 12 and 39 months. Our extended warranty programs enable customers to continue to have repairs and customer support
guidance beyond the standard warranty period.
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 not considered a separate unit of accounting.
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 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
37
DragonWave Inc.
Management's Discussion and Analysis
For the three and nine months ended, November 30, 2014
Tables are expressed in USD $000's except share and per share amounts unless otherwise indicated
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.
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
38
DragonWave Inc.
Management's Discussion and Analysis
For the three and nine months ended, November 30, 2014
Tables are expressed in USD $000's except share and per share amounts unless otherwise indicated
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. The amendments in this ASU are effective for fiscal years beginning
after December 15, 2016, with no 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.
39
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