UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 10-Q
|
ý |
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarter ended March 31, 2003
OR
|
o |
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number 000-1095478
INTERWAVE COMMUNICATIONS
INTERNATIONAL, LTD.
(Exact name of registrant as specified in its charter)
|
BERMUDA |
|
98-0155633 |
|
(State or other jurisdiction of incorporation or organization) |
|
(I.R.S. Employer identification No.) |
|
|
|
|
|
CLARENDON
HOUSE, |
|
NOT APPLICABLE |
|
(Address of principal executive offices) |
|
(Zip code) |
(441)
295-5950
(Registrant’s telephone number including area code)
NOT
APPLICABLE
(Former name, former address and former fiscal year, if changed since last
report.)
Indicate by check mark whether registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12-b-2 of the Exchange Act). Yes o No ý
As of April 30, 2003, 6,838,159 shares of Registrant’s common stock, $0.01 par value, were outstanding.
INTERWAVE COMMUNICATIONS INTERNATIONAL, LTD. AND SUBSIDIARIES
INDEX
|
PART I—FINANCIAL INFORMATION |
|
|
|
Item 1. Condensed Consolidated Financial Statements |
|
|
|
Condensed Consolidated Balance Sheets as of March 31, 2003 and June 30, 2002 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations |
|
|
|
Item 3. Quantitative and Qualitative Disclosures About Market Risk |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2
INTERWAVE
COMMUNICATIONS INTERNATIONAL, LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE
SHEETS
(In thousands, except share amounts)
|
|
|
March 31, 2003 |
|
June 30, 2002 |
|
||
|
|
|
(unaudited) |
|
||||
|
ASSETS |
|
|
|
|
|
||
|
Current assets: |
|
|
|
|
|
||
|
Cash and cash equivalents |
|
$ |
4,718 |
|
$ |
11,403 |
|
|
Short-term investments |
|
— |
|
2,849 |
|
||
|
Restricted cash, short term portion |
|
— |
|
1,430 |
|
||
|
Trade receivables, net of allowance of $2,956 and $5,422 as of March 31, 2003 and June 30, 2002, respectively |
|
4,332 |
|
10,034 |
|
||
|
Inventories, net |
|
9,693 |
|
13,665 |
|
||
|
Prepaid expenses and other current assets |
|
2,469 |
|
3,509 |
|
||
|
Total current assets |
|
21,212 |
|
42,890 |
|
||
|
Property and equipment, net |
|
5,305 |
|
6,999 |
|
||
|
Intangibles, net |
|
8,314 |
|
1,660 |
|
||
|
Restricted cash, long term portion |
|
687 |
|
684 |
|
||
|
Other assets |
|
301 |
|
394 |
|
||
|
Total assets |
|
$ |
35,819 |
|
$ |
52,627 |
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY |
|
|
|
|
|
||
|
Current liabilities: |
|
|
|
|
|
||
|
Accounts payable |
|
$ |
5,107 |
|
$ |
7,972 |
|
|
Accrued expenses |
|
7,320 |
|
8,893 |
|
||
|
Advance license payment |
|
400 |
|
— |
|
||
|
Notes payable, short term portion |
|
149 |
|
140 |
|
||
|
Capital lease obligations, short term portion |
|
473 |
|
422 |
|
||
|
Other current liabilities |
|
2,537 |
|
2,551 |
|
||
|
Total current liabilities |
|
15,986 |
|
19,978 |
|
||
|
Notes payable, long term portion |
|
— |
|
176 |
|
||
|
Capital lease obligations, long term portion |
|
417 |
|
792 |
|
||
|
Other long term liabilities |
|
2,671 |
|
1,534 |
|
||
|
Total liabilities |
|
19,074 |
|
22,480 |
|
||
|
Shareholders’ equity: |
|
|
|
|
|
||
|
Common shares, $0.01 par value; 20,000,000 authorized; 6,732,767 and 5,811,935 shares issued and outstanding as of March 31, 2003 and June 30, 2002, respectively — Note 1 |
|
67 |
|
58 |
|
||
|
Additional paid-in capital |
|
339,257 |
|
329,677 |
|
||
|
Deferred stock compensation |
|
— |
|
(298 |
) |
||
|
Receivable from shareholders |
|
(453 |
) |
(455 |
) |
||
|
Accumulated other comprehensive loss |
|
(369 |
) |
(188 |
) |
||
|
Accumulated deficit |
|
(321,757 |
) |
(298,647 |
) |
||
|
Total shareholders’ equity |
|
16,745 |
|
30,147 |
|
||
|
Total liabilities and shareholders’ equity |
|
$ |
35,819 |
|
$ |
52,627 |
|
See Notes to Condensed Consolidated Financial Statements
3
INTERWAVE
COMMUNICATIONS INTERNATIONAL, LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS
OF OPERATIONS
(In thousands, except per share amounts)
|
|
|
Three Months Ended March 31, |
|
Nine Months Ended March 31, |
|
||||||||
|
|
|
2003 |
|
2002 |
|
2003 |
|
2002 |
|
||||
|
|
|
(unaudited) |
|
(unaudited) |
|
||||||||
|
Net revenues |
|
$ |
6,580 |
|
$ |
14,731 |
|
$ |
21,485 |
|
$ |
35,707 |
|
|
Cost of revenues |
|
4,821 |
|
8,850 |
|
16,940 |
|
23,047 |
|
||||
|
Gross profit |
|
1,759 |
|
5,881 |
|
4,545 |
|
12,660 |
|
||||
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
||||
|
Research and development |
|
3,253 |
|
4,271 |
|
10,948 |
|
15,297 |
|
||||
|
Selling, general and administrative |
|
3,933 |
|
5,686 |
|
15,150 |
|
21,721 |
|
||||
|
Amortization of deferred stock compensation* |
|
79 |
|
284 |
|
194 |
|
(225 |
) |
||||
|
Amortization of intangible assets |
|
108 |
|
1,470 |
|
660 |
|
4,615 |
|
||||
|
Loss on asset sale, net |
|
105 |
|
— |
|
105 |
|
— |
|
||||
|
Restructuring charges |
|
79 |
|
(3,911 |
) |
715 |
|
(3,072 |
) |
||||
|
Total costs and expenses |
|
7,557 |
|
7,800 |
|
27,772 |
|
38,336 |
|
||||
|
Operating loss |
|
(5,798 |
) |
(1,919 |
) |
(23,227 |
) |
(25,676 |
) |
||||
|
Interest income |
|
22 |
|
120 |
|
149 |
|
1,155 |
|
||||
|
Interest expense |
|
(66 |
) |
(65 |
) |
(67 |
) |
(224 |
) |
||||