Quarterhill Inc T.QTRH

Second Quarter results

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JUNE 2, 2003 - 20:03 ET Wi-LAN Announces 2003 Second Quarter Consolidated Results CALGARY, CANADA--Wi-LAN Inc. (TSX:WIN), a global provider of broadband wireless communications products and technologies, today announced financial results for the three months and six months ended April 30, 2003. All financial amounts are expressed in thousands of Canadian dollars unless otherwise noted. Financial Highlights: Revenue Revenue for the three months ended April 30, 2003 was $5,930, which is $320 or 5% less than the $6,250 reported for the same period in fiscal year 2002, and $474 or 9% more than the $5,456 revenue for the prior three months ended January 31, 2003. Revenue for the six months ended April 30, 2003 was $11,386, which is $358 or 3% more than the $11,028 reported for the same period in fiscal year 2002. Revenue for the six months ended April 30, 2003 is in line with the Company's revenue guidance for fiscal year 2003 of $25 million to $30 million. Segmented revenue - Revenue from the Company's broadband fixed wireless access products for the three months ended April 30, 2003 was $4,770, which is $147 or 3% less than the $4,917 reported for the same period in fiscal year 2002 and $84 or 2% more than the $4,686 reported for the prior three months ended January 31, 2003. Revenue from the Company's broadband fixed wireless access products for the six months ended April 30, 2003 was $9,456, which is $1,126 or 14% more than the $8,330 reported for the same period in fiscal year 2002. Over the past several quarters, competitors in the fixed wireless access sector have typically seen flat or declining revenues. As a result Wi-LAN believes it has continued to increase its market share in this sector. This positions the Company well for future growth as telecom carriers begin to divert spending from wireline applications to broadband fixed wireless access. - Revenue from the Company's antenna products for the three months ended April 30, 2003 was $1,068, which is $265 or 20% less than the $1,333 recorded for the same period in fiscal year 2002 and $298 or 39% more than the $770 recorded for the prior three months ended January 31, 2003. Revenue from the Company's antenna products for the six months ended April 30, 2003 was $1,839, which is $860 or 32% less than the $2,699 recorded for the same period in fiscal year 2002. Wi-LAN's TIL-TEK Antennas division reduced expenses beginning in April by going to a four-day workweek for its salaried workers. The second quarter showed early indications that the antenna market may be improving. A five-day workweek will be reinstated at TIL-TEK if revenue growth in the antennas division is sustained. - License, technology and engineering services revenue for the three months and six months ended April 30, 2003 was $92, compared to $nil reported for the same periods in fiscal year 2002 and $nil reported for the prior three months ended January 31, 2003. This revenue was generated in the three months ended April 30, 2003 as the Company partnered with third parties to develop new applications for its W-OFDM (Wide-Band Orthogonal Frequency Division Multiplexing) technology. Revenue guidance Sales prospects for fiscal year 2003 remain positive and Wi-LAN is maintaining its fiscal year 2003 revenue guidance of $25 to $30 million. This range is achievable, given the following factors: - In January, the Chinese Ministry of Information Industry (MII) initiated the process to issue licenses for the 3.5 GHz frequencies in an additional 32 major Chinese cities. In February the licenses were awarded to Chinese service providers and Wi-LAN is well placed to participate with LIBRA 3000 Series equipment sales to many of the companies that won the licenses. These sales may begin as early as the third quarter, but are more likely in the fourth quarter. - Other national, provincial and state regulators are also moving to license 3.5 GHz spectrum, further improving sales prospects for Wi-LAN's W-OFDM based LIBRA 3000 Series. For example: - In the first quarter of 2003 Wi-LAN announced the sale of $1.1 million (US$745,000) of Wi-LAN's LIBRA 3000 Series products to Cameroon Telecommunications B.P. (Camtel), the national telecommunications carrier for the Republic of Cameroon. - In the second quarter Wi-LAN announced its LIBRA 3000 Series will be deployed in Lagos, Nigeria's most populous state and biggest telecommunications services market, by Swift Networks Limited of Nigeria, (Swift) a multi-service telecommunications service provider in the licensed 3.5 GHz spectrum. Swift expects to order $1.5 million (US$1 million) of LIBRA products by the end of 2003. - Additional sales of Wi-LAN products are expected to follow as Camtel and Swift move into further phases of their network build-outs. - The Institute of Electrical and Electronics Engineers (IEEE) "WirelessMAN" Standard 802.16a, announced on January 30, 2003, is generating growing interest for the broadband wireless industry and is expected to result in a growing revenue stream for Wi-LAN beginning in the second half of fiscal year 2003, for the following reasons: - This standard incorporates Wi-LAN's patented W-OFDM (Wide-band Orthogonal Frequency Division Multiplexing) technology. - Wi-LAN is first to market with Standard 802.16a-like products and is dedicated to advancing the implementation of this standard. - Wi-LAN has a non-exclusive agreement with Fujitsu Microelectronics America (FMA) to develop and market Standard 802.16a System-on-Chip solutions. - Wi-LAN has joined with fellow members of the WiMAX Forum, a non-profit corporation, to help promote and certify the compatibility and interoperability of IEEE Standard 802.16a broadband wireless access equipment. Other WiMAX Forum members include Fujitsu, Intel and Nokia. - Equipment sales for the license-exempt 2.4 GHz and 5.8 GHz frequencies are gaining momentum worldwide. For example: - Wi-LAN recently announced it expects to supply approximately $2 million of its Ultima3 fixed wireless access products for Guangdong Province Unicom's 5.8 GHz Project. Guangdong Province Unicom is a provincial subsidiary of China Unicom Limited (NYSE:CHU), a fully integrated telecommunications operator with services throughout the People's Republic of China. - Wi-LAN and Adino Telecom Limited (Adino) recently announced Wi-LAN's 2.4 GHz VINE-based VIP 110-24 fixed wireless access products and accessories will be deployed in India's Gujarat State Wide Area Network (GSWAN). Adino expects to order approximately $350,000 of Wi-LAN's VIP 110-24 products over 12 months. - Wi-LAN expects to launch new, high-margin, license-exempt products over the next three months. - New broadband wireless global sales prospects are growing both in size and quality, and existing distributor, value-added reseller (VAR) and original equipment manufacturer (OEM) relationships are gaining traction. Product gross margin Product gross margin continued to improve as Wi-LAN's new cost-reduced feature-rich broadband fixed wireless access products dominated the sales mix. Product gross margin for the three months ended April 30, 2003 was 52% compared with 33% before inventory write-downs for the same period in fiscal year 2002, and compared with 46% for the prior three months ended January 31, 2003. Product gross margin for the six months ended April 30, 2003 was 49% compared with 30% before inventory write-downs for the same period in fiscal year 2002. There were no inventory write-downs in the six months ended April 30, 2003. Operating expense Operating expense for the three months ended April 30, 2003 was $3,951, a reduction of $429 or 10% compared with $4,380 for the same period in fiscal year 2002, and a reduction of $1,269 or 24% compared with $5,220 for the prior quarter ended January 31, 2003. Operating expense for the six months ended April 30, 2003 excluding one-time operations consolidation costs was $8,237, a reduction of $851 or 9% compared with $9,088 for the same period in fiscal year 2002. Operating expense for the six months ended April 30, 2003 including one-time operations consolidation costs was $9,171, an increase of $83 or 1% compared with $9,088 for the same period in fiscal year 2002. In the first quarter, Wi-LAN took action to further reduce quarterly expenses and improve operational efficiency by consolidating its California operations into its lower cost Calgary head office. This action is expected to reduce the Company's quarterly expenses by approximately $0.6 million, effective in the third quarter of the current fiscal year, and resulted in one-time operations consolidation costs of $934 in the three months ended January 31, 2003. In addition, Wi-LAN's TIL-TEK Antennas division reduced expenses beginning in April by going to a four-day workweek for its salaried workers. A five-day workweek will be reinstated at TIL-TEK if revenue growth in the antennas division is sustained. Expenses at Wi-LAN's operations will continue to be tightly controlled and monitored. Immediate steps to reduce costs further will be taken as necessary to size expenses with expected revenues, while ensuring that the technical and administrative competencies required to grow the business are retained. Cash flow management Net cash used in operations for the three months ended April 30, 2003 was $810, a reduction of $400 or 33% compared with $1,210 for the same period in fiscal year 2002, and a reduction of $1,239 or 60% compared with $2,049 for the prior quarter ended January 31, 2003. Net cash used in operations for the six months ended April 30, 2003 was $2,859, an increase of $625 or 28% compared with $2,234 for the same period in fiscal year 2002. A lengthening sales cycle and cash payments of $610 related to the consolidation of the California operations, which resulted in the elimination of 12 employee positions, contributed to the increased cash usage in the six months ended April 30, 2003. Wi-LAN's cash balance was $2,607 on April 30, 2003 and this amount is expected to be adequate to sustain the Company's current operations. Ongoing improvements in revenue, gross margin, operating expenses and working capital are expected to generate positive cash flow from operations in the third quarter of fiscal year 2003. Several actions taken in the first half of fiscal year 2003 are expected to result in reduced cash expenditures going forward: - The consolidation and transfer of Wi-LAN's California operations into its lower cost Calgary head office is expected to reduce the company's quarterly expenses by approximately $0.6 million, effective in the third quarter of the current fiscal year. - Wi-LAN entered into an $8.8 million Research and Development (R&D) investment agreement with the Government of Canada to assist Wi-LAN to develop next-generation wireless technologies. The risk-adjusted investment amount is repayable through royalties after March 2005 subject to certain terms and conditions. In addition, the Government of Canada will receive in January 2005 a five-year warrant valued at $5 million with an exercise price equal to the market price of the underlying common shares at that time. Payments under the agreement will reduce Wi-LAN's expenses through March 2005. - Wi-LAN and Wi-Comm Communications Equipment Co. Ltd. (Wi-Comm), a Chinese joint venture company based in Beijing, China, signed a Cooperative Product Development Agreement to support further development of Wi-LAN's LIBRA Series commercial W-OFDM products, which have been deployed in networks in over 30 countries. Wi-Comm has agreed to pay Wi-LAN approximately $900,000 (US$600,000) to accelerate further development of the products, subject to certain terms and conditions. Wi-LAN has agreed to grant Wi-Comm a license to assemble and sell the products in China, and Wi-LAN will provide training and assistance in the assembly and deployment of the products. Wi-LAN has a 20% interest in Wi-Comm. This agreement will enable accelerated LIBRA product development while preserving Wi-LAN's cash resources. - Wellink, a leading South Korean provider of high-speed telecommunication systems, and Wi-LAN have agreed to collaborate to develop mobile wireless products based on Wi-LAN's patented W-OFDM technology. These mobile wireless systems are initially intended for Intelligent Transportation Systems (ITS) field trials in the Asia-Pacific region. ITS applications may include real-time video security, advertising and Internet. Wellink and Wi-LAN also intend to pursue other business opportunities related to the development and use of W-OFDM based products. This agreement will accelerate the development of Wi-LAN's W-OFDM based products for mobile applications while preserving Wi-LAN's cash resources. - Wi-LAN's TIL-TEK Antennas division reduced expenses beginning in April by going to a four-day workweek for its salaried workers. A five-day workweek will be reinstated at TIL-TEK if revenue growth in the antennas division is sustained. - Expenses at all Wi-LAN operations continue to be tightly controlled and monitored. Immediate steps to reduce costs further will be taken as necessary throughout the company to size expenses with expected revenues, while ensuring that the technical and administrative competencies required to grow the business are retained. /T/ Financial Summary -------------------------------------------------------------------- (In thousands of $Canadian) 3 months ended 6 months ended -------------------------------------------------------------------- Statement of April 30, Jan. 31, April 30, April 30, April 30, Operations Info. 2003 2003 2002 2003 2002 -------------------------------------------------------------------- Product revenue North America $ 2,796 $ 2,079 $ 2,363 $ 4,875 $ 4,827 Europe 492 881 697 1,373 1,558 Asia & other International 2,550 2,496 3,190 5,046 4,643 -------------------------------------------------------------------- Subtotal 5,838 5,456 6,250 11,294 11,028 Licensing and Technology 92 0 0 92 0 -------------------------------------------------------------------- Total revenue 5,930 5,456 6,250 11,386 11,028 -------------------------------------------------------------------- Product gross margin Before write-downs(2) 52% 46% 33% 49% 30% After write-downs 52% 46% 27% 49% 7% -------------------------------------------------------------------- EBITDA (1) (538) (1,392) (2,312) (1,930) (7,606) Operating loss (850) (2,684) (2,673) (3,534) (8,305) Net income (loss) (989) (2,788) (3,574) (3,777) 14,567 Earnings per share ($/share) $ (0.03) $ (0.09) $ (0.12) $ (0.12) $ 0.49 -------------------------------------------------------------------- -------------------------------------------------------------------- -------------------------------------------------------------------- Cash Flow April 30, Jan. 31, April 30, April 30, April 30, Information 2003 2003 2002 2003 2002 -------------------------------------------------------------------- Cash used in Operations $ (810) $ (2,049) $ (1,210) $ (2,859) $ (2,234) Financing (54) (51) 4,576 (105) 4,633 Investments (18) 3 248 (15) 326 Discontinued Operations 0 0 0 0 166 -------------------------------------------------------------------- Change in cash (882) (2,097) 3,614 (2,979) 2,891 Cash, beginning of period 3,489 5,586 4,810 5,586 5,533 -------------------------------------------------------------------- Cash, end of Period 2,607 3,489 8,424 2,607 8,424 -------------------------------------------------------------------- -------------------------------------------------------------------- ----------------------------------------------- Balance Sheet April 30, Jan. 31, October 31, Information 2003 2003 2002 ----------------------------------------------- Working capital $ 3,932 $ 4,845 $ 7,303 Long term debt 0 0 0 Shareholders' Equity 10,928 11,887 14,640 Total assets 19,566 21,700 25,119 ----------------------------------------------- ----------------------------------------------- (1) Before consolidation costs, special charges, goodwill write-downs and foreign exchange. EBITDA is not a recognized measure under Canadian generally accepted accounting principles (GAAP). Management believes in addition to net income, EBITDA is a useful supplemental measure as it provides an indication of the results generated by the Company's principle business activities prior to consideration of how those activities are financed or how the results are taxed in various jurisdictions. Investors should be cautioned, however, that EBITDA should not be construed as an alternative to net income determined in accordance with GAAP as an indicator of the Company's performance. The Company's method of calculating EBITDA may differ from other companies and, accordingly, EBITDA may not be comparable to measures used by other companies. (2) Before inventory write-downs (2002 only). /T/ Other Financial Details: Product revenue Wi-LAN's product revenue for the three months ended April 30, 2003 was $5,838, which is $412 less than the $6,250 reported for the same period in fiscal year 2002, and $382 more than the $5,456 reported for the prior three months ended January 31, 2003. Wi-LAN's product revenue for the six months ended April 30, 2003 was $11,294, which is $266 more than the $11,028 reported for the same period in fiscal year 2002. Geographic product revenue During the three months ended April 30, 2003, North American sales began to show strength. During the six months ended April 30, 2003, strong product sales in Asia and other international markets more than offset slightly weaker sales in Europe, while North American product revenue was flat compared to the same six months in fiscal year 2002. - Wi-LAN's North American product revenue for the three months ended April 30, 2003 was $2,796, which is $433 more than the $2,363 reported for the same period in fiscal year 2002, and $717 more than the $2,079 reported for the prior three months ended January 31, 2003. North American product revenue for the six months ended April 30, 2003 was $4,875, which is $48 more than the $4,827 reported for the same period in fiscal year 2002. - Wi-LAN's European product revenue for the three months ended April 30, 2003 was $492, which is $205 less than the $697 reported for the same period in fiscal year 2002, and $389 less than the $881 reported for the prior three months ended January 31, 2003. European product revenue for the six months ended April 30, 2003 was $1,373, which is $185 less than the $1,558 reported for the same period in fiscal year 2002. - Wi-LAN's Asian and other international product revenue for the three months ended April 30, 2003 was $2,550, which is $640 less than the $3,190 reported for the same period in fiscal year 2002, and $54 more than the $2,496 reported for the prior three months ended January 31, 2003. Asian and other international product revenue for the six months ended April 30, 2003 was $5,046, which is $403 more than the $4,643 reported for the same period in fiscal year 2002. License, technology and engineering services revenue License, technology and engineering services revenue for the three months and six months ended April 30, 2003 was $92, compared to $nil reported for the same period in fiscal year 2002 and $nil reported for the prior three months ended January 31, 2003. Wi-LAN's license, technology and engineering services revenue strategy is twofold: - The Company focuses on licensing its technology and patents to major semiconductor companies because a small number of major semiconductor companies account for most of the market. This strategy helps to ensure Wi-LAN's intellectual property will not act as a deterrent against market acceptance of W-OFDM technology, since device manufacturers can develop applications with the licensed semiconductor components without having to negotiate a license agreement with Wi-LAN. The Company's non-exclusive licensing agreements with Philips Semiconductor (Philips) and Fujitsu Microelectronics America (FMA) did not generate any royalties in the six months ended April 30, 2003. Wi-LAN signed an Application Specific Integrated Circuit (ASIC) development and technology licensing agreement with Philips in 1999. The Philips agreement obligates Philips to pay Wi-LAN royalties for any ASICs that Philips develops and markets based on the Institute of Electrical and Electronics Engineers (IEEE) Local Area Network (LAN) Standard 802.11a, which uses Wi-LAN's patented W-OFDM technology. This agreement generated initial fees of $1.4 million over the 2000 to 2001 period, but has not generated any royalties to date because Philips has not yet produced any 802.11a ASICs. Wi-LAN signed an agreement with FMA in the fourth quarter of fiscal year 2002. The FMA agreement is to develop, market and license IEEE "WirelessMAN" Standard 802.16a System-on-Chip solutions. It is expected to generate royalty revenues in fiscal year 2004. - In addition, Wi-LAN partners with interested parties to develop new applications of its W-OFDM technology. The IEEE WirelessMAN (Wireless Municipal Area Networks) Standard 802.16a was announced on January 30, 2003. This is yet another broadband wireless standard that incorporates Wi-LAN's patented W-OFDM technology. Wi-LAN is first to market with Standard 802.16a-like products and has joined with fellow members of the WiMAX Forum, a non-profit corporation, to help promote and certify the compatibility and interoperability of IEEE 802.16 equipment. Other WiMAX Forum members include Airspan, Alvarion, Aperto Networks, Ensemble Communications, Fujitsu, Hughes Network Systems, Intel, Nokia, the OFDM Forum and Proxim. The group's efforts will help accelerate the introduction of IEEE Standard 802.16a wireless broadband equipment into the marketplace, speeding up last-mile broadband deployment worldwide. This issue is generating growing interest from the broadband wireless industry. Operating Loss The Company's operating loss for the three months ended April 30, 2003 was $850, compared with $2,673 for the same period in fiscal year 2002, an improvement of $1,823. This improvement was due to a reduction in the loss of $1,394 at the gross margin level as the Company's new high margin broadband fixed wireless access products continued to dominate the sales mix, including $379 due to inventory write-offs in the three months ended April 30, 2002, and a decrease of $429 in quarterly operating expense. The Company's operating loss for the three months ended April 30, 2003 decreased by $1,834 when compared with $2,684 for the prior three months ended January 31, 2003. This improvement was due to a reduction in the loss of $565 at the gross margin level and a reduction of $1,269 in quarterly operating expense. The Company's operating loss for the six months ended April 30, 2003 was $3,534, a decrease of $4,771 when compared with $8,305 for the same period in fiscal year 2002. This improvement was due to a reduction in the loss of $4,854 at the gross margin level, including $2,529 due to inventory write-offs in the first six months of fiscal year 2002, and an increase of $83 in six-month operating expense, including $934 due to one-time consolidation costs incurred in the first six months of fiscal year 2003. Foreign Currency The Company's consolidated revenues and consolidated cost of product sales are primarily denominated in United States dollars. Operating expenses are primarily denominated Canadian dollars. Consequently, significant movements in exchange rates may have a significant impact on financial results and may affect financial guidance. Based on the distribution of revenues and cost of product sales for the three months ended April 30, 2003, a Canadian one-cent decrease in the value of the US dollar is estimated to decrease the Company's gross margin by $37. Second Quarter Operations Highlights Major sales agreement Wi-LAN and Swift Networks Limited of Nigeria, (Swift) a multi-service telecommunications service provider in the licensed 3.5 GHz spectrum, announced Wi-LAN's W-OFDM based LIBRA fixed wireless access products and accessories will be deployed in Lagos, Nigeria's most populous state and biggest telecommunications services market. Wi-LAN has agreed to provide and install its industry-leading non-line-of-sight LIBRA products and accessories for Swift's wireless network. Swift's initial purchase order is currently being filled and Swift expects to order $1.5 million (US$1 million) of LIBRA products by the end of 2003. Additional sales of Wi-LAN products are expected to follow as Swift moves into further phases of its network buildout. Consolidation of operations and expense reductions Wi-LAN announced the consolidation of the California operations into its lower cost Calgary head office to improve operational efficiency and reduce the Company's quarterly expenses by approximately $0.6 million. Wi-LAN has managed a seamless transfer of sales channels and technology to the Calgary head office and no adverse effects are anticipated from the California office closure. Product development collaboration and funding agreements -Wi-LAN announced that it has entered into an $8.8 million Research and Development (R&D) investment agreement with the Government of Canada to assist Wi-LAN to develop next-generation wireless technologies. The risk-adjusted investment amount is repayable through royalties after March 2005 subject to certain terms and conditions. In addition, the Government of Canada will receive in January 2005 a five-year warrant valued at $5 million with an exercise price equal to the market price of the underlying common shares at that time. - Wellink, a South Korean provider of high-speed telecommunication systems, and Wi-LAN announced an agreement to collaborate to develop mobile wireless products based on Wi-LAN's patented W-OFDM technology. These mobile wireless systems are initially intended for Intelligent Transportation Systems (ITS) field trials in the Asia-Pacific region and may include real-time video security, advertising and Internet. Wellink and Wi-LAN also intend to pursue other business opportunities related to the development and use of W-OFDM based products. Established in 1992, Wellink has developed leading technology that meets the needs of broadband data communications in the rapidly growing South Korean market. Wellink's primary clients are major telecom companies and Internet service providers including Korea Telecom, Hanaro Telecom and DACOM. - Wi-LAN and Wi-Comm Communications Equipment Co. Ltd. (Wi-Comm), a Chinese joint venture company, announced the signing of a Cooperative Product Development Agreement. Wi-Comm has agreed to pay Wi-LAN approximately $900,000 to accelerate further development of the products, and Wi-LAN has agreed to grant Wi-Comm a license to assemble and sell the products in China. This agreement will enable accelerated development of Wi-LAN's LIBRA Series commercial W-OFDM products while preserving Wi-LAN's cash resources. Wi-Comm is a joint venture company located in Beijing, P.R. China and owned 51% by Ray Scientific and Technology Development Co. Ltd. of Beijing, P.R. China, 20% by Wi-LAN, and 29% by Wincomm Communications Inc. of Winnipeg, Canada. Wi-Comm's customers include major Chinese telecom companies China Satellite Communications Group, China Communications and China Unicom. Wireless standards and technology licensing progress - Wi-LAN announced that the recently finalized Institute of Electrical and Electronics Engineers (IEEE) "WirelessMAN" Standard 802.16a incorporates Wi-LAN's patented W-OFDM technology. Wi-LAN is first to market with Standard 802.16a-like products and is dedicated to advancing the implementation of this standard. Wi-LAN has a non-exclusive agreement with Fujitsu Microelectronics America (FMA) to develop Standard 802.16a System-on-Chip solutions, and the experience Wi-LAN has gained in implementing W-OFDM based LIBRA products makes Wi-LAN the leader in Standard 802.16a implementation. Wi-LAN's proprietary LIBRA Broadband Wireless Access (BWA) products provide a working commercial model of the W-OFDM based physical layer of Standard 802.16a. LIBRA has been deployed in networks in almost 30 countries and is designed for a seamless transition to Standard 802.16a. - Wi-LAN announced that it has joined with fellow members of the WiMAX Forum, a non-profit corporation, to help promote and certify the compatibility and interoperability of BWA (broadband wireless access) equipment. Other WiMAX Forum members include Airspan, Alvarion, Aperto Networks, Ensemble Communications, Fujitsu, Hughes Network Systems, Intel, Nokia, the OFDM Forum and Proxim. The group's efforts will help accelerate the introduction of IEEE Standard 802.16a wireless broadband equipment into the marketplace, speeding up last-mile broadband deployment worldwide. Executive changes Wi-LAN announced that Hank Macchio, Chief Sales and Marketing Officer, left the company to pursue other interests. The sales and marketing departments now report to Dr. Sayed-Amr (Sisso) El-Hamamsy, President and Chief Operating Officer. Dr. El-Hamamsy's assumption of the additional role of President in January, and the completion of the consolidation of Wi-LAN's California operations into its Calgary head office in March, allowed the company to eliminate the Chief Sales and Marketing Officer position. Subsequent Events The following events happened after the April 30 end of the first quarter: Major sales agreements - On May 26, 2003 Wi-LAN announced it expects to supply approximately $2 million of its Ultima3 fixed wireless access products for Guangdong Province Unicom's 5.8 GHz Project. Guangdong Province Unicom is a provincial subsidiary of China Unicom Limited (NYSE:CHU), a fully integrated telecommunications operator with services throughout the People's Republic of China. Wi-Comm United Communications Inc. (WCU), a distributor of Wi-LAN products in China, will supply the equipment for deployment in 12 cities with a total urban population in excess of 4 million. Project completion is expected in 2003, pending completion of site surveys. Guangdong Province is ranked first in China for the size of its consumer goods market, for its industrial output, and for its external trade. The province also has one of the most advanced telecommunications networks in the country. - On May 29, 2003 Wi-LAN and Adino Telecom Limited (Adino) announced Wi-LAN's VINE-based VIP 110-24 fixed wireless access products and accessories will be deployed in India's Gujarat State Wide Area Network (GSWAN). GSWAN, which has been operational for two years, will be expanded using the VIP 110-24 products to provide voice, video and data services for many additional offices and departments of the State Government. Adino expects to order approximately $350,000 (US$225,000) of Wi-LAN's VIP 110-24 products over 12 months. Additional sales of Wi-LAN products are expected to follow as GSWAN moves into further phases of its network buildout. Gujarat State is has a population in excess of 50 million and is one of India's wealthiest and most industrialized states. Adino is a well-established broadband solutions company in India, and has been the distributor throughout India for Motorola India Limited, Commercial, Government and Industrial Solutions (CGISS) Sector since 1994. New international distributors On May 12 Wi-LAN announced two major system integrators and product distributors in Russia, CompTek International (Comptek) and Diamond Communications (Diamond), have added Wi-LAN's Ultima3 Series broadband fixed wireless access products to their extensive suite of integrated network solutions. The Ministry of Communication of the Russian Federation recently approved the Ultima3 Series for deployment in Russia. CompTek is a well-established distributor of high technology networking and telecom equipment with a distribution network covering almost all of the Former Soviet Union (FSU), including active authorized regional dealers in more than 120 cities. Diamond is a leading network technologies system integrator and product distributor in the Russian telecommunications market. Executive changes On May 22, 2003 Greg Masuda was promoted from Director of Operations to Vice President of Operations, and Shawn Taylor was promoted from Chief Scientist to Vice President of Technology. Conference Call Information Wi-LAN will hold a conference call to discuss the consolidated results on June 3, 2003 at 9:00 a.m. MDT (11:00 a.m. EDT, 8:00 a.m. PDT). The call-in number will be 1-800-419-0128 (North America) or 703-464-5612. The confirmation number is 6493534. Participants are advised to call in 10 minutes early. The call will be audio webcast from Wi-LAN's website at www.wi-lan.com and will be archived there. A replay of the call will be available until 9:59 p.m. MDT (11:59 p.m. EDT, 8:59 p.m. PDT) on June 10, 2003 at 1-888-266-2081 (North America) or 703-925-2533 (passcode: 6493534). Wi-LAN participants will be: Dr. Hatim Zaghloul - Chairman and Chief Executive Officer Dr. Sayed-Amr El-Hamamsy - President and Chief Operating Officer Mr. Keith Bittner - Acting Chief Financial Officer Mr. Ken Wetherell - Vice President, Corporate Communications & Investor Relations About Wi-LAN Inc. Wi-LAN is a global provider of broadband wireless communications products and technologies, specializing in solutions for secure wireless provision of high-speed data and telephony over distance for enterprises and telecom service providers. Wi-LAN's broadband wireless access products are known worldwide for their high quality and industry-leading technology. Wi-LAN believes its W-OFDM patents are necessary for the implementation of devices using the IEEE standards 802.16a, 802.11a or 802.11g, the ETSI BRAN HiperLAN/2 standard or the current draft of the ETSI BRAN HiperMAN proposed standard. Wi-LAN licenses its W-OFDM technology and has executed non-exclusive W-OFDM license agreements with semiconductor companies. Wi-LAN is the Chair Company of the OFDM Forum (www.ofdm-forum.com). Wi-LAN's common shares trade on The Toronto Stock Exchange under the symbol "WIN." Detailed information on Wi-LAN can be found at www.wi-lan.com. Forward Looking Information Certain statements in this release, other than statements of historical fact, may include forward-looking information that involves various risks and uncertainties. These may include, without limitation, statements based on current expectations involving a number of risks and uncertainties related to all aspects of the wireless data communications industry. These risks and uncertainties include, but are not restricted to, continued increased demand for the Company's products, the Company's ability to maintain its technological leadership in the field of high-speed data communications, the Company's ability to attract and maintain key employees, the enforceability of the Company's patents, and the availability of key components. These uncertainties may cause actual results to differ from information contained herein. There can be no assurance that such statements will prove to be accurate. Actual results and future events could differ materially from those anticipated in such statements. These and all subsequent written and oral forward-looking statements are based on the estimates and opinions of management on the dates they are made and expressly qualified in their entirety by this notice. The Company assumes no obligation to update forward-looking statements should circumstances or management's estimates or opinions change. /T/ Wi-LAN INC. Consolidated Balance Sheet (in thousands of dollars) -------------------------------------------------------------------- April 30, 2003 October 31, 2002 (Unaudited) -------------------------------------------------------------------- Assets Current assets: Cash $ 2,607 $ 5,586 Accounts receivable 3,603 4,512 Inventories 3,498 4,101 Prepaid expenses and deposits 235 379 -------------------------------------------------------------------- 9,943 14,578 Property, plant and equipment 2,481 3,179 Long-term investments 234 584 Deferred costs 143 - Trademarks, patents and licenses 401 414 Goodwill 6,364 6,364 -------------------------------------------------------------------- $ 19,566 $ 25,119 -------------------------------------------------------------------- -------------------------------------------------------------------- Liabilities and Shareholders' Equity Current liabilities: Accounts payable and accrued liabilities $ 4,056 $ 5,739 Current portion of deferred revenue 466 10 Warranty liabilities 231 316 Cost of excess space 1,072 1,034 Capital lease obligation 186 176 -------------------------------------------------------------------- 6,011 7,275 Capital lease obligation 12 135 Cost of excess space 2,374 2,908 Deferred revenue 241 161 Shareholders' equity: Share capital 152,053 151,988 Contributed surplus 400 400 Deficit (141,525) (137,748) -------------------------------------------------------------------- 10,928 14,640 -------------------------------------------------------------------- $ 19,566 $ 25,119 -------------------------------------------------------------------- Wi-LAN INC. Consolidated Statements of Operations and Deficit (Unaudited) (in thousands of dollars, except per share amounts) -------------------------------------------------------------------- Three months ended Six months ended April 30 April 30 2003 2002 2003 2002 -------------------------------------------------------------------- Revenue: Product $ 5,838 $ 6,250 $ 11,294 $ 11,028 License, technology and engineering services 92 - 92 - -------------------------------------------------------------------- 5,930 6,250 11,386 11,028 Cost of product sales 2,829 4,164 5,749 7,716 Write-down of inventory to market - 379 - 2,529 -------------------------------------------------------------------- 3,101 1,707 5,637 783 Expenses: Sales and marketing 1,485 1,287 2,830 2,527 Research and development 866 1,385 2,091 2,752 Operations 532 602 1,205 1,554 General and administrative 756 745 1,441 1,556 Depreciation and amortization 312 361 670 699 Operations consolidation costs - - 934 - -------------------------------------------------------------------- 3,951 4,380 9,171 9,088 -------------------------------------------------------------------- Operating loss before the following (850) (2,673) (3,534) (8,305) Amortization of goodwill - (1,459) - (2,919) Write-down of goodwill - - - (2,520) Loss on impairment of investments (100) - (350) - Interest and bank charges (23) (12) (32) (51) Interest income 14 895 37 948 Gains on disposal - (136) - - Other income 81 (170) 222 - Foreign exchange gain (loss) (111) (68) (120) 46 -------------------------------------------------------------------- Net loss before tax (989) (3,623) (3,777) (12,801) Income taxes - (41) - (41) -------------------------------------------------------------------- Net loss from continuing operations (989) (3,664) (3,777) (12,842) Gain on sale of discontinued operations - 90 - 27,409 -------------------------------------------------------------------- Net income (loss) (989) (3,574) (3,777) 14,567 Deficit, beginning of period (140,536) (113,809) (137,748) (131,950) -------------------------------------------------------------------- Deficit, end of period $(141,525) $(117,383) $(141,525) $(117,383) -------------------------------------------------------------------- -------------------------------------------------------------------- Loss per share from continuing operations - basic and diluted $ (0.03) $ (0.12) $ (0.12) $ (0.43) -------------------------------------------------------------------- Income (loss) per share - basic $ (0.03) $ (0.12) $ (0.12) $ 0.49 -------------------------------------------------------------------- Income (loss) per share - diluted $ (0.03) $ (0.12) $ (0.12) $ 0.48 -------------------------------------------------------------------- Wi-LAN INC. Consolidated Statements of Cash Flows (Unaudited) (in thousands of dollars) -------------------------------------------------------------------- Three months ended Six months ended April 30 April 30 2003 2002 2003 2002 -------------------------------------------------------------------- Cash provided by (used in): Operations: Net loss from continuing operations $ (989) $ (3,664) $ (3,777) $ (12,842) Items not involving cash: Depreciation and amortization 312 1,820 670 3,618 Loss on impairment of investments 100 - 350 - Write-down of goodwill - - - 2,520 Gain on disposal of equipment - (186) - (322) Cost of excess space (217) 45 (314) 68 Deferred costs (143) - (143) 1,500 Stock-based compensation 23 6 57 6 Loss (gain) on foreign exchange and other 60 (93) 56 60 -------------------------------------------------------------------- (854) (2,072) (3,101) (5,392) Change in non-cash operating working capital balances: Accounts receivable 705 (461) 909 706 Trade notes receivable - 67 - 85 Inventories 295 2,348 603 3,347 Prepaid expenses and deposits (59) 149 144 321 Accounts payable and accrued liabilities (1,343) (1,142) (1,683) (1,085) Deferred revenue 528 (106) 536 (96) Cost of excess space (26) (52) (182) (179) Warranty liabilities (56) 59 (85) 59 -------------------------------------------------------------------- (810) (1,210) (2,859) (2,234) Financing: Share capital issued for cash on exercise of stock options 7 - 8 117 Share capital issued for cash - 4,637 - 4,637 Capital lease payments (61) (61) (113) (121) -------------------------------------------------------------------- (54) 4,576 (105) 4,633 Investments: Equipment (15) 49 (12) (8) Trademarks, patents and licenses (3) (22) (3) (27) Long-term investments - - - (5) Proceeds from disposal of long-term investments - 210 - 349 Proceeds from disposal of equipment - 11 - 17 -------------------------------------------------------------------- (18) 248 (15) 326 Net cash provided by discontinued operations - - - 166 -------------------------------------------------------------------- (882) 3,614 (2,979) 2,891 Cash, beginning of period 3,489 4,810 5,586 5,533 -------------------------------------------------------------------- Cash, end of period $ 2,607 $ 8,424 $ 2,607 $ 8,424 -------------------------------------------------------------------- -------------------------------------------------------------------- Cash consists of cash on hand and balances with banks. /T/ -30- FOR FURTHER INFORMATION PLEASE CONTACT: Wi-LAN Inc. Ken Wetherell Corporate Communications and Investor Relations [phone] Email: [e-mail] www.wilan.com