Regulatory News:
Wavecom S.A. (Paris:AVM) (NASDAQ:WVCM) today announced financial results
for its third quarter 2008 ending September 30, 2008 and a strategic
review of its business.
-
Third Quarter 2008 Financial Results weakened by global economic
slowdown
-
Longer term, Wavecom’s core business
promising
-
Wavecom’s board considers Gemalto’s
offer inadequate , as it "fails to deliver
sufficient value to merit support”
Third quarter 2008 ending September 30, 2008 financial results summary:
-
Wavecom posted sales of €28.9 million in
the context of a global economic slowdown
-
Product gross margin remains strong at 50.8%
-
Backlog has increased from last quarter
-
A cost reduction program is in place, leading to targeted future
savings between €12-16 million per annum
-
Net loss of €4 million.
Over the longer term however, Wavecom’s
management remains confident, given the Company’s
strong position in the very promising M2M market and the Company’s
key strengths:
-
A strong traditional product pipeline serving all key M2M industries
-
A leading position with inSIM® (embedding
SIM chips directly into modules) coupled with Anyware Technologies
software, to provide high margin and recurring revenue potential
Gemalto’s offer fails to value this unique
position of Wavecom and its prospects for growth, and is highly
opportunistic given current stock market volatility. For Gemalto,
Wavecom represents a strategic opportunity to maintain leadership in the
telecom market
Michel Alard, Chairman of the board of directors of Wavecom commented: "Wavecom
has significant future value and the Company’s
board of directors is united in their determination to maximise value to
all stakeholders.”
1.
Third Quarter 2008 Overview:
|
In millions of euros (Under US GAAP)
|
|
Consolidated Group Results
|
|
|
|
|
|
|
|
|
|
|
|
Q3 2007
|
|
Q2 2008
|
|
Q3 2008
|
|
Revenues
|
|
52.4
|
|
34.9
|
|
28.9
|
|
Gross profit
|
|
23.7
|
|
18.3
|
|
14.0
|
|
Operating expenses
|
|
19.6
|
|
18.9
|
|
19.3
|
|
Operating income/(loss)
|
|
4.1
|
|
(0.5)
|
|
(5.3)
|
|
Net income/(loss)
|
|
3.3
|
|
0.6
|
|
(4.1)
|
|
Additional information
|
|
Operating income/(loss)
|
|
4.1
|
|
(0.5)
|
|
(5.3)
|
|
Stock based related expenses:
|
|
(1.7)
|
|
(0.7)
|
|
(0.6)
|
|
Amortization expense related to acquisitions
|
|
(0.8)
|
|
(1.0)
|
|
(1.0)
|
|
Operating income before stock based compensation and amortization
expense related to acquisitions
|
|
6.6
|
|
1.1
|
|
(3.7)
|
All figures are unaudited and reported in accordance with U.S.
generally accepted accounting principles (U.S. GAAP), unless otherwise
noted.
Condensed and consolidated financial tables are provided
at the end of this release.
-
The Company’s third quarter financial
results reflect the global economic slowdown that continues to
decrease revenues particularly in two key vertical markets –
automobiles and alarms. The overall macro automotive market has
experienced a slowdown and, specific to Wavecom, as previously stated,
two major contracts came to an end with final shipments delivered in
Q3 2007 for the first project and in Q2 2008 for the second project.
The demand for alarm systems, particularly in the U.S. has been
negatively impacted by the sluggish real estate market.
-
Other factors impacting the year-on-year decline include price erosion
and unfavorable foreign exchange fluctuations as well as some
difficulties in product transitions which have now been resolved.
-
New products such as the Wireless Microprocessor®
, Q2686 and Q2687 have begun to gain traction and customers are
beginning to shift towards these products.
-
The backlog (twelve-month rolling confirmed orders) of €32.0
million, as of September 30, 2008, increased from €30.2
million the previous quarter.
-
Wavecom’s product gross margins remained
strong at €14 million or 50.8% of product
revenues which management believes is the highest rate in the industry.
-
At an operating level, management has identified areas for expense
reduction, targeting future per annum savings between €12
and €16 million taking into account the
current difficult economic environment and the Company’s
current reduced revenue level.
2.
Wavecom’s positioning and
long-term prospects
-
As the telephone handset sector begins reaching maturity and
consequently slows down, M2M (machine to machine communication) is a
promising growth area.
-
Wavecom is uniquely positioned in wireless M2M with its complement of
wireless modules that function as wireless central processing units
hosting a robust software platform including remote device management
capabilities. It also has the internal expertise to build subsystems
such as telematics boxes for cars and trucks or wirelessly-connected
alarm panels.
-
Among all of the unique attributes described above, inSIM®
(embedded SIM) is a key element of future market growth. The current
SIM card remains a point of weakness for M2M while the embedded SIM
technology increases the ability to meet industrial application
conditions. An embedded SIM also simplifies logistics and improves
subscriber security.
-
In addition to the strategic importance of inSIM®,
the complete service platform that Wavecom’s
subsidiary Anyware Technologies brings to the Company is equally
critical. This technology allows for remote management and diagnostics
of all machines equipped with wireless communication and is highly
secure.
-
As a result of the strategic attributes described above –
Wavecom has built a strong and promising three-year pipeline of 289
current projects, 291 new designs and 280 additional promising new
business opportunities.
3.
Gemalto’s offer
On October 6, 2008 Gemalto announced a unsolicited offer for Wavecom.
The Wavecom board of directors responded in a public announcement on
October 9, 2008 that after due and careful consideration of Gemalto’s
unsolicited offer to take control of Wavecom, it had reached the
conclusion that Gemalto’s unsolicited offer
is not in the best interests of Wavecom, its shareholders and employees.
Anthony Maher, independent director and Chairman of Wavecom’s
M&A sub-committee summarized the position of the board, saying "While
Wavecom is always interested in any transaction that benefits
shareholders and other stakeholders, we have concluded that the proposed
acquisition by Gemalto fails to deliver sufficient value to merit
support.”
The board will issue a more detailed opinion on Gemalto’s
offer together with its formal response, in accordance with AMF (French
Stock Market Authorities) and SEC (US Securities and Exchange
Commission) regulations within the designated timeframe.
4.
Conference Call:
A conference call, reserved for the financial community, will take place
at 2:30 pm (Paris time) today (in English). To access this call, please
use the following numbers: +33 (0)1 70 99 43 04 in France, +44 (0)20
7806 1968
in the U.K. and +1 718 354 1390
in the U.S.
Visit the Wavecom corporate website: www.wavecom.com
investors section to listen to the conference call commentary webcast
(in English).
Conference call replay available until October 24 by dialing-in to the
following numbers: +33 (0)1 71 23 02 48 in France, +44 (0)20 7806
1970 in the UK and +1 718 354 1112 in the US with access code: 3801714#.
Wavecom will announce its fourth quarter 2008 results on February 5,
2009 at 7:00 a.m. Paris time.
Wavecom – the wireless M2M experts
Wavecom is a leading provider of embedded wireless technology for M2M
(machine-to-machine) communication. We provide a range of GSM/GPRS,
CDMA, EDGE and 3G Wireless CPUs; programmable processors which also act
as wireless modules or wireless modems. These are backed by a C and
Lua-based cellular wireless software suite which includes a real-time
operating system (RTOS), a software development environment based on
Eclipse™, and several Plug-Ins (GPS, TCP/IP,
security, Bluetooth™, Lua script and more).
We also offer a wide range of professional and operated services. Our
solutions are used for automotive telematics, smart metering, fleet
management, GSM/GPS/satellite tracking, wireless alarms, wireless POS
(point of sales), WLL (fixed voice), remote monitoring and many other
M2M applications.
Founded in 1993 and headquartered in Issy-les-Moulineaux (France)
near Paris, Wavecom has subsidiaries in Hong Kong (PRC), Research
Triangle Park, NC (USA), Farnborough (UK), Munich (Germany) and Sao
Paolo (Brazil). Wavecom is publicly traded on Euronext Paris (Eurolist)
in France and on the Nasdaq (WVCM) exchange in the U.S.
http://www.wavecom.com
This release contains forward-looking statements that relate to the
Company's plans, objectives, estimates and goals.
Words such as
"expects," "anticipates," "intends," "plans," "believes" and
"estimates," and variations of such words and similar expressions
identify such forward-looking statements.
The Company's business
is subject to numerous risks and uncertainties, including probable
variability in the Company's quarterly operating results, nascent
vertical markets, a long sales cycle, the uncertain rate of development
of the M2M market for wireless communications, success of the Company’s
new services line, technological changes, vertical integration by other
market participants, failure to protect the Company’s
intellectual property, possible quality issues on our products,
dependence on third parties, in particular its manufacturing partner and
other third party suppliers, currency rate fluctuations and other risks
associated with managing growth or associated with the Company’s
global operations. These and other risks and uncertainties, which are
described in more detail in the Company's most recent filings with the
U.S. Securities and Exchange Commission, could cause the Company's
actual results and developments to be materially different from those
expressed or implied by any of these forward-looking statements.
Wavecom shareholders are urged to read Wavecom's Note en réponse
when it is filed with the Autorité des Marchés
(the "AMF”) and
its Solicitation/Recommendation Statement on Schedule 14D-9 when it is
filed with the U.S. Securities and Exchange Commission (the "SEC"), as
they will contain important information. The Note en réponse
and the Solicitation/Recommendation Statement and other public filings
made from time to time by the Company are available without charge from,
respectively,
the AMF’s website at www.amf-france.org
or the SEC's website at www.sec.gov,
and at www.wavecom.com.
|
WAVECOM S.A.
|
|
|
|
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
|
|
(in thousands, except for share and per share data)
|
|
|
|
Prepared in accordance with U.S. generally accepted accounting
principles.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended
|
|
|
|
September 30,
|
|
June 30,
|
|
September 30,
|
|
|
|
2007
|
|
2008
|
|
2008
|
|
|
|
Euro
|
|
Euro
|
|
Euro
|
|
Revenues :
|
|
|
|
|
|
|
|
Product sales
|
|
50,405
|
|
33,401
|
|
27,504
|
|
Services revenue
|
|
1,958
|
|
1,499
|
|
1,411
|
|
|
|
52,363
|
|
34,900
|
|
28,915
|
|
Cost of revenues :
|
|
|
|
|
|
|
|
Cost of goods sold
|
|
26,956
|
|
15,141
|
|
13,529
|
|
Cost of services
|
|
1,666
|
|
1,425
|
|
1,352
|
|
|
|
28,622
|
|
16,566
|
|
14,881
|
|
Gross profit
|
|
23,741
|
|
18,334
|
|
14,034
|
|
Operating expenses :
|
|
|
|
|
|
|
|
Research and development
|
|
8,493
|
|
9,319
|
|
7,687
|
|
Sales and marketing
|
|
5,689
|
|
5,810
|
|
6,095
|
|
General and administrative
|
|
5,461
|
|
3,733
|
|
5,520
|
|
Total operating expenses
|
|
19,643
|
|
18,862
|
|
19,302
|
|
Operating income (loss)
|
|
4,098
|
|
(528)
|
|
(5,268)
|
|
Interest income and other financial income, net
|
|
127
|
|
870
|
|
1,014
|
|
Foreign exchange gain (loss), net
|
|
(832)
|
|
171
|
|
142
|
|
Total financial income (loss)
|
|
(705)
|
|
1,041
|
|
1,156
|
|
Income (loss) before income taxes
|
|
3,393
|
|
513
|
|
(4,112)
|
|
Income tax expense (benefit)
|
|
49
|
|
(38)
|
|
(45)
|
|
Net income (loss)
|
|
3,344
|
|
551
|
|
(4,067)
|
|
Basic net income (loss) per share
|
|
0.22
|
|
0.04
|
|
(0.27)
|
|
Diluted net income (loss) per share
|
|
0.18
|
|
0.04
|
|
(0.27)
|
|
Number of shares used for computing :
|
|
|
|
|
|
|
|
- basic
|
|
15,199,624
|
|
15,259,641
|
|
15,185,200
|
|
- diluted
|
|
18,785,143
|
|
18,329,375
|
|
15,185,200
|
|
WAVECOM S.A.
|
|
|
|
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
|
|
(in thousands, except for share and per share data)
|
|
|
|
Prepared in accordance with U.S. generally accepted accounting
principles.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine months ended
|
|
|
|
Sept 30,
|
|
Sept 30,
|
|
|
|
2007
|
|
2008
|
|
|
|
Euro
|
|
Euro
|
|
Revenues :
|
|
|
|
|
|
Product sales
|
|
153,967
|
|
97,813
|
|
Services revenue
|
|
2,623
|
|
4,105
|
|
|
|
156,590
|
|
101,918
|
|
Cost of revenues :
|
|
|
|
|
|
Cost of goods sold
|
|
83,107
|
|
46,096
|
|
Cost of services
|
|
4,825
|
|
3,831
|
|
|
|
87,932
|
|
49,927
|
|
Gross profit
|
|
68,658
|
|
51,991
|
|
Operating expenses :
|
|
|
|
|
|
Research and development
|
|
24,430
|
|
26,729
|
|
Sales and marketing
|
|
16,844
|
|
19,104
|
|
General and administrative
|
|
16,944
|
|
15,078
|
|
Total operating expenses
|
|
58,218
|
|
60,911
|
|
Operating income (loss)
|
|
10,440
|
|
(8,920)
|
|
Interest income and other financial income, net
|
|
963
|
|
2,710
|
|
Foreign exchange gain (loss), net
|
|
(930)
|
|
268
|
|
Total financial income
|
|
33
|
|
2,978
|
|
Income (loss) before income taxes
|
|
10,473
|
|
(5,942)
|
|
Income tax expense (benefit)
|
|
151
|
|
(90)
|
|
Net income (loss)
|
|
10,322
|
|
(5,852)
|
|
Basic net income (loss) per share
|
|
0.68
|
|
(0.38)
|
|
Diluted net income (loss) per share
|
|
0.64
|
|
(0.38)
|
|
Number of shares used for computing :
|
|
|
|
|
|
- basic
|
|
15,092,060
|
|
15,253,071
|
|
- diluted
|
|
16,186,995
|
|
15,253,071
|
|
WAVECOM S.A.
|
|
|
|
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
|
|
(in thousands, except for share data)
|
|
|
|
Prepared in accordance with U.S. generally accepted accounting
principles.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31,
|
|
At Sept 30,
|
|
|
|
2007
|
|
2008
|
|
|
|
Euro
|
|
Euro
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
Current assets :
|
|
|
|
|
|
Cash and cash equivalents
|
|
4,677
|
|
3,359
|
|
Marketable securities
|
|
134,610
|
|
122,189
|
|
Accounts receivable, net
|
|
29,467
|
|
20,872
|
|
Inventory
|
|
6,032
|
|
5,458
|
|
Value added tax recoverable
|
|
1,124
|
|
684
|
|
Prepaid expenses and other current assets
|
|
3,141
|
|
2,221
|
|
Deferred tax assets
|
|
4,514
|
|
4,514
|
|
Total current assets
|
|
183,565
|
|
159,297
|
|
Other assets :
|
|
|
|
|
|
Long-term investments
|
|
3,731
|
|
5,968
|
|
Other assets and Interest in associates
|
|
4,517
|
|
4,138
|
|
Research tax credit
|
|
2,049
|
|
2,677
|
|
Income tax receivable
|
|
13,083
|
|
13,083
|
|
Intangible and tangible assets, net
|
|
16,336
|
|
18,617
|
|
Goodwill
|
|
8,117
|
|
16,721
|
|
Total assets
|
|
231,398
|
|
220,501
|
|
|
|
|
|
|
|
LIABILITIES AND SHAREHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities :
|
|
|
|
|
|
Accounts payable
|
|
27,612
|
|
21,392
|
|
Accrued compensation
|
|
8,584
|
|
5,105
|
|
Current portion of other accrued expenses
|
|
3,572
|
|
3,320
|
|
Current portion of convertible bonds
|
|
664
|
|
1,055
|
|
Current portion of capitalized lease obligations
|
|
207
|
|
260
|
|
Deferred revenue and advances received from customers
|
|
307
|
|
1,097
|
|
Deferred tax liabilities
|
|
-
|
|
154
|
|
Other liabilities
|
|
3,652
|
|
6,829
|
|
Total current liabilities
|
|
44,598
|
|
39,212
|
|
|
|
|
|
|
|
Long-term liabilities :
|
|
|
|
|
|
Long-term portion of other accrued expenses
|
|
16,636
|
|
14,739
|
|
Long-term portion of convertible bonds
|
|
80,500
|
|
80,500
|
|
Long-term portion of capitalized lease obligations
|
|
340
|
|
245
|
|
Other long-term liabilities
|
|
616
|
|
478
|
|
Total long-term liabilities
|
|
98,092
|
|
95,962
|
|
|
|
|
|
|
|
Shareholders' equity :
|
|
|
|
|
|
Shares, euro 1 nominal value, 15,820,442 shares authorized, issued
and outstanding at
|
|
|
|
|
September 30, 2008 (15,796,591 at December 31, 2007)
|
|
15,797
|
|
15,820
|
|
Additional paid-in capital
|
|
146,052
|
|
152,264
|
|
Treasury stock at cost (1,091,861 shares at September 30, 2008 and
544,322 at
|
|
|
|
|
December 31, 2007)
|
|
(8,823)
|
|
(10,777)
|
|
Accumulated deficit
|
|
(62,548)
|
|
(69,681)
|
|
Accumulated other comprehensive income (loss)
|
|
(1,770)
|
|
(2,299)
|
|
Total shareholders' equity
|
|
88,708
|
|
85,327
|
|
Total liabilities and shareholders' equity
|
|
231,398
|
|
220,501
|
|
WAVECOM S.A.
|
|
|
|
|
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
|
|
(in thousands)
|
|
|
|
|
|
|
|
Prepared in accordance with U.S. generally accepted accounting
principles.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine months ended September 30,
|
|
|
|
2007
|
|
2008
|
|
|
|
Euro
|
|
Euro
|
|
Cash flows from operating activities :
|
|
|
|
|
|
Net income (loss)
|
|
10,322
|
|
(5,852)
|
|
Adjustments to reconcile net income (loss) to net cash provided
(used) by
|
|
|
|
|
|
operating activities:
|
|
|
|
|
|
Amortization and impairment of intangible and tangible assets
|
|
6,254
|
|
6,559
|
|
Amortization of debt issue costs
|
|
-
|
|
280
|
|
Share-based compensation
|
|
3,073
|
|
6,114
|
|
Loss on sales and retirement of tangible assets
|
|
13
|
|
31
|
|
Disposal (acquisition) of marketable securities, net
|
|
(102,140)
|
|
12,421
|
|
Deferred tax
|
|
-
|
|
(151)
|
|
Net increase (decrease) in cash from working capital items
|
|
(4,581)
|
|
986
|
|
Net cash provided (used) by operating activities
|
|
(87,059)
|
|
20,388
|
|
Cash flows from investing activities :
|
|
|
|
|
|
Acquisition of long-term investments
|
|
(55)
|
|
(2,236)
|
|
Purchases of intangible and tangible assets
|
|
(3,873)
|
|
(5,090)
|
|
Acquisition of certain assets, net of cash acquired
|
|
-
|
|
(10,746)
|
|
Proceeds from sale of intangible and tangible assets
|
|
-
|
|
57
|
|
Purchase of interests in associates
|
|
(7)
|
|
4
|
|
Net cash used by investing activities
|
|
(3,935)
|
|
(18,011)
|
|
Cash flows from financing activities :
|
|
|
|
|
|
Proceeds from convertible bonds (net of debt issue cost of €2,501)
|
|
77,998
|
|
-
|
|
Principal payments on capital lease obligations
|
|
(207)
|
|
(225)
|
|
Purchases of treasury stock
|
|
(7,510)
|
|
(3,235)
|
|
Proceeds from exercise of stock options and founders' warrants
|
|
1,843
|
|
122
|
|
Net cash provided (used) by financing activities
|
|
72,124
|
|
(3,338)
|
|
Effect of exchange rate changes on cash and cash equivalents
|
|
(525)
|
|
(357)
|
|
Net decrease in cash and cash equivalents
|
|
(19,395)
|
|
(1,318)
|
|
Cash and cash equivalents, beginning of period
|
|
54,776
|
|
4,677
|
|
Cash and cash equivalents, end of period
|
|
35,381
|
|
3,359
|