UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
Report Of Foreign Private Issuer
Pursuant To Rule 13a-16 Or 15d-16 Of
The Securities Exchange Act Of 1934
FOR THE MONTH OF MAY, 2011
COMMISSION FILE NUMBER: 001-34491
DRAGONWAVE INC.
(Translation of registrants name into English)
411 Legget Drive, Suite 600
Ottawa, Ontario, K2K 3C9
Canada
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F: o Form 20-F x Form 40-F
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934: ¨ Yes x No
If Yes is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): n/a
The following press releases are issued by DragonWave Inc.:
Exhibit Number |
|
Description |
99.1 |
|
Press release dated May 4, 2011 DragonWave Announces Fourth Quarter and Full Fiscal Year 2011 Results |
99.2 |
|
Press release dated May 4, 2011 DragonWave Announces Filing of Form 40-F |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
DRAGONWAVE INC. (Registrant) | |
|
|
|
|
By: |
/s/ Russell Frederick |
|
Name: |
Russell Frederick |
|
Title: |
Chief Financial Officer |
Date: May 4, 2011
Exhibit 99.1
FOR IMMEDIATE RELEASE
DRAGONWAVE ANNOUNCES FOURTH QUARTER AND FULL FISCAL YEAR 2011 RESULTS
OTTAWA, Canada, May 4, 2011 - DragonWave Inc. (TSX: DWI; NASDAQ: DRWI) a leading global supplier of packet microwave radio systems for mobile and access networks, today announced financial results for the fourth quarter and full fiscal year 2011, ended February 28, 2011. All figures are in U.S. dollars and in accordance with Canadian generally accepted accounting principles.
Revenue for the full fiscal year 2011 was $118.0 million, compared with $158.0 million for the prior fiscal year. Revenue from customers outside North America increased to $21.9 million or 18% of total revenue for the full fiscal year 2011, compared with $11.5 million or 7% of total revenue in the prior fiscal year.
Net income for the full fiscal year was $2.0 million or $0.05 per diluted share, compared with net income of $27.8 million or $0.85 per diluted share in the prior fiscal year.
Revenue for the fourth quarter of fiscal 2011 was $15.1 million, compared with $61.0 million in the fourth quarter of fiscal 2010. Revenue from customers outside North America increased to $4.9 million, compared with $4.2 million in the third quarter of fiscal year 2011 and $2.8 million in the fourth quarter of the prior fiscal year. DragonWave had two customers that contributed more than 10% of total revenue in the fourth quarter.
Net loss in the fourth quarter of fiscal year 2011 was $8.9 million or ($0.25) per diluted share, compared with net income of $12.8 million or $0.34 per diluted share in the fourth quarter of 2010. Gross margin in the fourth quarter of fiscal year 2011 was 29%, compared with 43% in the fourth quarter of the prior fiscal year. The gross margin in the fourth quarter of fiscal 2011 reflects the inclusion of an inventory impairment provision of $2.1 million, compared to $0.3 million in the fourth quarter of the prior fiscal year.
We made progress this quarter to broaden our global market presence to address the burgeoning growth of data traffic for mobile operators, said DragonWave President and CEO Peter Allen. We are actively engaged and well positioned with a number of major mobile operators in different geographies throughout the world and are working to expand channels and actively pursuing opportunities to make acquisitions.
Cash, cash equivalents, restricted cash, and short-term investments totaled $89.7 million as of the end of Q4 FY2011, compared to $95.4 million at the end of Q3 FY2011 and $113.4 million at the end of Q4 FY2010.
Revenue Outlook for Q1 FY2012
DragonWave expects revenue for Q1 FY2012 to be approximately $15 million.
Conference Call Details:
The DragonWave management team will discuss the results on a conference call and webcast beginning at 8:30 a.m. Eastern Time, tomorrow, May 5, 2011. The conference call can be accessed by dialing 877-312-9202 in North America, or 408-774-4000 outside North America.
The webcast link and presentation slides can be accessed at the investor relations section of the DragonWave website at http://investor.dragonwaveinc.com/events.cfm. An archive of the webcast will be available at the same link.
About DragonWave
DragonWave® is a leading provider of high-capacity packet microwave solutions that drive next-generation IP networks. DragonWaves carrier-grade point-to-point packet microwave systems transmit broadband voice, video and data, enabling service providers, government agencies, enterprises and other organizations to meet their increasing bandwidth requirements rapidly and affordably. The principal application of DragonWaves products is wireless network backhaul. Additional solutions include leased line replacement, last mile fiber extension and enterprise networks. DragonWaves corporate headquarters is located in Ottawa, Ontario, with sales locations in Europe, Asia, the Middle East and North America. For more information, visit http://www.dragonwaveinc.com.
DragonWave® is a registered trademark of DragonWave Inc.
Forward-Looking Statements
Certain statements in this release, including the estimate of revenue for the first quarter of fiscal year 2012 provided above, constitute forward-looking statements or forward-looking information within the meaning of applicable securities laws. These statements are subject to certain assumptions, risks and uncertainties. Material factors and assumptions used to develop such estimates include:
· DragonWaves expectations regarding network deployment plans of its existing and new customers; and
· DragonWaves expectations regarding the volume and timing of anticipated order activity.
Readers are cautioned not to place undue reliance on such statements. These statements are provided to assist external stakeholders in understanding DragonWaves expectations as of the date of this release and may not be appropriate for other purposes.
Actual results, performance, achievements or developments of DragonWave may differ materially from the results, performance, achievements or developments expressed or implied by such statements. Risk factors that may cause the actual results, performance, achievements or developments of DragonWave to differ materially from the results, performance, achievements or developments expressed or implied by such statements can be found in DragonWaves Annual Information Form dated May 4, 2011 and other public documents filed by DragonWave with Canadian and United States securities regulatory authorities, which are available at www.sedar.com and www.sec.gov, respectively, and include the following:
· DragonWave relies on a small number of customers for a large percentage of its revenue and DragonWaves future growth depends on the success of its customer diversification efforts.
· DragonWaves growth is dependent on the development and growth of the market for high-capacity wireless communications services.
· Network deployment plans by DragonWaves existing and potential customers are capital intensive and the timing of such deployments is affected by such customers access to capital.
· DragonWave faces intense competition from several competitors and if it does not compete effectively with these competitors, its revenues may not grow and could decline. DragonWave also faces competition from indirect competitors.
· DragonWave relies on its suppliers to supply components for its products and the Company is exposed to the risk that these suppliers will not be able to supply components on a timely basis, or at all.
· DragonWave may conduct acquisitions of products and businesses. There are risks associated with such acquisitions.
· DragonWaves success depends on its ability to develop new products and enhance existing products.
· If DragonWave is required to change its pricing models to compete successfully, its margins and operating results may be adversely affected.
· DragonWaves quarterly revenue and operating results can be difficult to predict and can fluctuate substantially.
· DragonWave has a lengthy and variable sales cycle.
DragonWave assumes no obligation to update or revise any forward-looking statements or forward-looking information, whether because of new information, future events or otherwise, except as expressly required by law.
Investor Contact: |
|
Media Contact: |
John Lawlor VP, Investor Relations DragonWave Inc. jlawlor@dragonwaveinc.com Tel: 613-895-7000 |
|
Nadine Kittle Marketing Communications DragonWave Inc. nkittle@dragonwaveinc.com Tel: 613-599-9991 ext. 2262 |
CONSOLIDATED BALANCE SHEETS
Expressed in US $000s
|
|
As at |
|
As at |
|
|
|
February 28, |
|
February 28, |
|
|
|
2011 |
|
2010 |
|
Assets |
|
|
|
|
|
Current Assets |
|
|
|
|
|
Cash and cash equivalents |
|
77,819 |
|
105,276 |
|
Restricted cash |
|
714 |
|
|
|
Short term investments |
|
11,181 |
|
8,074 |
|
Trade receivables |
|
11,579 |
|
28,926 |
|
Inventory |
|
28,204 |
|
23,910 |
|
Other current assets |
|
5,306 |
|
2,522 |
|
Future income tax asset |
|
553 |
|
436 |
|
|
|
135,356 |
|
169,144 |
|
Long Term Assets |
|
|
|
|
|
Property and equipment |
|
7,560 |
|
7,116 |
|
Future income tax asset |
|
808 |
|
59 |
|
Intangible assets |
|
14,929 |
|
430 |
|
Goodwill |
|
11,927 |
|
|
|
|
|
35,224 |
|
7,605 |
|
|
|
|
|
|
|
Total Assets |
|
170,580 |
|
176,749 |
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
Current Liabilities |
|
|
|
|
|
Accounts payable and accrued liabilities |
|
15,967 |
|
33,949 |
|
Income taxes payable |
|
|
|
835 |
|
Deferred revenue |
|
1,453 |
|
1,017 |
|
Contingent royalty |
|
622 |
|
|
|
Contingent consideration |
|
14,622 |
|
|
|
|
|
32,664 |
|
35,801 |
|
|
|
|
|
|
|
Long Term Liabilities |
|
|
|
|
|
Contingent royalty |
|
3,290 |
|
|
|
Other long term liabilities |
|
1,999 |
|
2,102 |
|
|
|
5,289 |
|
2,102 |
|
|
|
|
|
|
|
Shareholders equity |
|
|
|
|
|
Capital stock |
|
171,570 |
|
179,174 |
|
Contributed surplus |
|
2,488 |
|
1,375 |
|
Deficit |
|
(31,813 |
) |
(32,085 |
) |
Accumulated other comprehensive loss |
|
(9,618 |
) |
(9,618 |
) |
|
|
132,627 |
|
138,846 |
|
|
|
|
|
|
|
Total Liabilities and Shareholders Equity |
|
170,580 |
|
176,749 |
|
|
|
|
|
|
|
Shares issued & outstanding |
|
35,421,893 |
|
36,934,917 |
|
CONSOLIDATED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE INCOME (LOSS)
Expressed in US $000s except share and per share amounts
|
|
Three months ended |
|
Twelve months ended |
| ||||
|
|
February 28 |
|
February 28 |
| ||||
|
|
2011 |
|
2010 |
|
2011 |
|
2010 |
|
|
|
|
|
|
|
|
|
|
|
REVENUE |
|
15,105 |
|
60,973 |
|
118,010 |
|
157,989 |
|
Cost of sales |
|
10,697 |
|
34,808 |
|
67,460 |
|
91,565 |
|
Gross profit |
|
4,408 |
|
26,165 |
|
50,550 |
|
66,424 |
|
|
|
|
|
|
|
|
|
|
|
EXPENSES |
|
|
|
|
|
|
|
|
|
Research and development |
|
5,572 |
|
5,069 |
|
18,676 |
|
14,620 |
|
Selling and marketing |
|
3,964 |
|
4,481 |
|
17,303 |
|
13,917 |
|
General and administrative |
|
3,340 |
|
2,679 |
|
11,817 |
|
7,405 |
|
Government assistance |
|
(144 |
) |
|
|
(390 |
) |
|
|
|
|
12,732 |
|
12,229 |
|
47,406 |
|
35,942 |
|
Income (loss) before amortization of intangible assets and other items |
|
(8,324 |
) |
13,936 |
|
3,144 |
|
30,482 |
|
|
|
|
|
|
|
|
|
|
|
Amortization of intangible assets |
|
(472 |
) |
|
|
(893 |
) |
(207 |
) |
Accretion expense |
|
(271 |
) |
|
|
(393 |
) |
|
|
Interest income |
|
37 |
|
60 |
|
233 |
|
89 |
|
Investment gain |
|
(161 |
) |
|
|
7 |
|
|
|
Gain on sale of property and equipment |
|
|
|
|
|
|
|
258 |
|
Foreign exchange gain (loss) |
|
536 |
|
(991 |
) |
678 |
|
(2,436 |
) |
Income (loss) before income taxes |
|
(8,655 |
) |
13,005 |
|
2,776 |
|
28,186 |
|
|
|
|
|
|
|
|
|
|
|
Income tax expense |
|
235 |
|
203 |
|
801 |
|
341 |
|
Net and Comprehensive Income (Loss) |
|
(8,890 |
) |
12,802 |
|
1,975 |
|
27,845 |
|
|
|
|
|
|
|
|
|
|
|
Income (loss) per share |
|
|
|
|
|
|
|
|
|
Basic |
|
(0.25 |
) |
0.35 |
|
0.06 |
|
0.88 |
|
Diluted |
|
(0.25 |
) |
0.34 |
|
0.05 |
|
0.85 |
|
|
|
|
|
|
|
|
|
|
|
Weighted Average Shares Outstanding |
|
|
|
|
|
|
|
|
|
Basic |
|
35,208,606 |
|
36,461,643 |
|
35,812,507 |
|
31,523,226 |
|
Diluted |
|
35,208,606 |
|
37,914,914 |
|
36,741,961 |
|
32,635,342 |
|
CONSOLIDATED STATEMENTS OF CASH FLOWS
Expressed in US $000s
|
|
Three months ended |
|
Year ended |
| ||||
|
|
February 28 |
|
February 28 |
| ||||
|
|
2011 |
|
2010 |
|
2011 |
|
2010 |
|
|
|
|
|
|
|
|
|
|
|
Operating Activities |
|
|
|
|
|
|
|
|
|
Net (loss) Income |
|
(8,890 |
) |
12,803 |
|
1,975 |
|
27,845 |
|
Items not affecting cash |
|
|
|
|
|
|
|
|
|
Amortization of property and equipment |
|
796 |
|
591 |
|
2,895 |
|
1,416 |
|
Amortization of intangible assets |
|
445 |
|
62 |
|
893 |
|
207 |
|
Accretion expense |
|
271 |
|
|
|
393 |
|
|
|
Non cash royalty amortization |
|
(140 |
) |
|
|
(266 |
) |
|
|
Stock-based compensation |
|
459 |
|
225 |
|
1,442 |
|
911 |
|
Unrealized foreign exchange loss |
|
(156 |
) |
1,443 |
|
134 |
|
1,995 |
|
Gain on sale of property and equipment |
|
|
|
|
|
|
|
(258 |
) |
Non cash future income tax expense |
|
235 |
|
|
|
358 |
|
|
|
Benefit on recognition of future income tax asset |
|
|
|
(242 |
) |
|
|
(486 |
) |
Inventory impairment |
|
2,097 |
|
314 |
|
3,285 |
|
969 |
|
Accrued interest on short term investments |
|
(5 |
) |
(13 |
) |
(5 |
) |
(14 |
) |
|
|
(4,727 |
) |
15,183 |
|
11,104 |
|
32,585 |
|
|
|
|
|
|
|
|
|
|
|
Changes in non-cash working capital items |
|
(1,052 |
) |
580 |
|
(12,296 |
) |
(4,682 |
) |
|
|
(5,779 |
) |
15,763 |
|
(1,192 |
) |
27,903 |
|
|
|
|
|
|
|
|
|
|
|
Investing Activities |
|
|
|
|
|
|
|
|
|
Acquisition of property and equipment |
|
(631 |
) |
(960 |
) |
(3,839 |
) |
(4,960 |
) |
Acquisition of intangible assets |
|
(330 |
) |
(160 |
) |
(867 |
) |
(446 |
) |
Acquisition of Axerra Networks Inc., net of cash acquired |
|
|
|
|
|
(8,700 |
) |
|
|
Purchase of short term investments |
|
(11,513 |
) |
|
|
(135,480 |
) |
|
|
Maturity of short term investments |
|
47,275 |
|
4,775 |
|
132,378 |
|
3,825 |
|
|
|
34,801 |
|
3,655 |
|
(16,508 |
) |
(1,581 |
) |
|
|
|
|
|
|
|
|
|
|
Financing Activities |
|
|
|
|
|
|
|
|
|
Change in line of credit |
|
|
|
|
|
|
|
(574 |
) |
Share repurchase |
|
|
|
|
|
(10,738 |
) |
|
|
Issuance of common shares net of issuance costs |
|
762 |
|
1,694 |
|
1,115 |
|
70,350 |
|
|
|
762 |
|
1,694 |
|
(9,623 |
) |
69,776 |
|
|
|
|
|
|
|
|
|
|
|
Effect of foreign exchange on cash and cash equivalents |
|
156 |
|
(1,443 |
) |
(134 |
) |
(1,995 |
) |
Effect of functional currency change |
|
|
|
|
|
|
|
4,480 |
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash and cash equivalents |
|
29,940 |
|
19,669 |
|
(27,457 |
) |
98,583 |
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at beginning of period |
|
47,879 |
|
85,607 |
|
105,276 |
|
6,693 |
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period |
|
77,819 |
|
105,276 |
|
77,819 |
|
105,276 |
|
|
|
|
|
|
|
|
|
|
|
Cash paid during the period for interest |
|
|
|
1 |
|
194 |
|
26 |
|
Exhibit 99.2
FOR IMMEDIATE RELEASE
DragonWave Announces Filing of Form 40-F
OTTAWA, Canada, May 4, 2011 - DragonWave Inc. (TSX: DWI; NASDAQ: DRWI) a leading global supplier of packet microwave radio systems for mobile and access networks, today announced that it has filed its Form 40-F with the U.S. Securities and Exchange Commission (SEC). A copy of the Form 40-F is available on the DragonWave investor website at http://investor.dragonwaveinc.com/.
DragonWave shareholders may request a printed copy of the complete audited financial statements, free of charge, at http://investor.dragonwaveinc.com/contactus.cfm, or by regular mail at Shareholder Services, DragonWave Inc., 411 Legget Drive, Suite 600, Ottawa, Ontario, K2K 3C9.
About DragonWave
DragonWave® is a leading provider of high-capacity packet microwave solutions that drive next-generation IP networks. DragonWaves carrier-grade point-to-point packet microwave systems transmit broadband voice, video and data, enabling service providers, government agencies, enterprises and other organizations to meet their increasing bandwidth requirements rapidly and affordably. The principal application of DragonWaves products is wireless network backhaul. Additional solutions include leased line replacement, last mile fiber extension and enterprise networks. DragonWaves corporate headquarters is located in Ottawa, Ontario, with sales locations in Europe, Asia, the Middle East and North America. For more information, visit http://www.dragonwaveinc.com.
DragonWave® is a registered trademark of DragonWave Inc.
Investor Contact: |
|
Media Contact: |
John Lawlor VP, Investor Relations DragonWave Inc. jlawlor@dragonwaveinc.com Tel: 613-895-7000 |
|
Nadine Kittle Marketing Communications DragonWave Inc. nkittle@dragonwaveinc.com Tel: 613-599-9991 ext. 2262 |