<PAGE>
U.S. Securities and Exchange Commission
Washington, D.C. 20549
Form 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended October 31, 1999
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission file number 0-24454
Wave Technologies International, Inc.
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(Exact name of registrant as specified in its charter)
Missouri 43-1481443
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(State or other jurisdiction of incorporation or (IRS Employer ID No.)
organization)
10845 Olive Boulevard, Suite 250, Saint Louis,
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Missouri 63141 (Address of principal executive offices)
(314) 995-5767
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(Issuer's telephone number)
N/A
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(Former name, former address and former fiscal year, if changed since last
report)
Indicate by check mark whether the 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 (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
---------- ---------
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.
Yes _____ No ______
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: The issuer had 4,158,311
shares of common stock, par value $.50, outstanding as of December 13, 1999.
<PAGE>
WAVE TECHNOLOGIES INTERNATIONAL, INC.
Table of Contents
Form 10-Q for the Quarterly Period
Ended October 31, 1999
PART I FINANCIAL INFORMATION Page
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Item 1. Financial Statements (Unaudited)
Consolidated Balance Sheets at October 31, 1999, and
April 30, 1999 3
Consolidated Statements of Operations for the three
and six months ended October 31, 1999 and 1998 4
Consolidated Statements of Cash Flows for the
six months ended October 31, 1999 and 1998 5
Notes to Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operation 8
Item 3. Quantitative and Qualitative Disclosures about Market Risk 10
PART II OTHER INFORMATION
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Item 4. Submission of Matters to a Vote of Security Holders
Item 6. Exhibits and Reports on Form 8-K 11
SIGNATURES 11
2
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WAVE TECHNOLOGIES INTERNATIONAL, INC.
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
<TABLE>
<CAPTION>
April 30 October 31
1999 1999
----------- --------------
unaudited
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 701 $ 841
Accounts receivable (less allowance of $395 and
$449, respectively) 11,642 10,725
Inventory 845 1,214
Prepaid expenses 855 805
----------- --------------
Total current assets 14,043 13,585
Property, plant & equipment - net 2,331 1,953
Prepaid direct mail cost 613 827
Deferred courseware 2,239 2,540
Other assets 2,563 1,989
----------- --------------
Total assets $ 21,789 $ 20,894
=========== ==============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 2,369 $ 2,370
Accrued expenses 2,686 2,961
Deferred revenue 6,145 5,940
Bank line-of-credit 1,470 325
Current portion of long-term debt and capital lease obligations:
Other 38 9
----------- --------------
Total current liabilities 12,708 11,605
Accrued rent liability 224 183
Common shareholders' equity:
Common stock, $.50 par value, authorized 20,000,000 shares;
issued, 4,158,311 shares 2,079 2,079
Less treasury stock, at cost (7,357 shares) (15) (15)
Additional paid-in capital 8,083 8,083
Accumulated deficit (1,318) (1,086)
Cumulative translation adjustment 28 45
----------- --------------
Total common shareholders' equity 8,857 9,106
----------- --------------
Total liabilities and shareholders' equity $ 21,789 $ 20,894
=========== ==============
</TABLE>
3
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WAVE TECHNOLOGIES INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands, except per share data, unaudited)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
October 31 October 31
---------- ----------
1998 1999 1998 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
Revenues:
Publishing $ 5,225 $ 4,594 $ 9,358 $ 9,215
Instructor-led training 4,365 4,761 7,165 8,869
Custom solutions 321 95 1,254 409
---------- ---------- ---------- -----------
Total revenues 9,911 9,450 17,777 18,493
---------- ---------- ---------- -----------
Cost and expenses:
Cost of services, products and development 5,256 5,445 9,561 10,377
Sales and marketing 2,676 2,413 5,169 4,894
General and administrative 1,535 1,406 2,991 2,816
---------- ---------- ---------- -----------
Total costs and expenses 9,467 9,264 17,721 18,087
---------- ---------- ---------- -----------
Income from operations 444 186 56 406
Other income (expenses) - net (28) 4 (21) (20)
---------- ----------- ---------- -----------
Income before tax 416 190 35 386
Less provision for income taxes 168 76 14 154
---------- ---------- ---------- -----------
Net income $ 248 $ 114 $ 21 $ 232
========== ========== ========== ===========
Basic net income per common shares $ 0.06 $ 0.03 $ 0.01 $ 0.06
========== ========== ========== ===========
Basic weighted average common shares 4,158,311 4,150,954 4,158,311 4,150,954
========== ========== ========== ===========
Diluted net income per common shares $ 0.06 $ 0.03 $ 0.01 $ 0.06
========== ========== ========== ===========
Diluted weighted average common shares 4,163,220 4,160,030 4,166,358 4,164,614
========== ========== ========== ===========
</TABLE>
4
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WAVE TECHNOLOGIES INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands, unaudited)
<TABLE>
<CAPTION>
Six Months Ended
October 31
--------------------------
1998 1999
---- ----
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 21 $ 232
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation and amortization 1,974 2,080
Net changes in other assets and liabilities, net of acquisitions:
Accounts receivable (2,440) 934
Inventory (54) (369)
Other current assets (246) 50
Prepaid direct mail (632) (214)
Other assets (220) 41
Deferred tax asset (153) 149
Accounts payable 651 1
Accrued expenses (447) 275
Accrued rent liability (53) (41)
Deferred revenue 1,159 (205)
---------- ----------
Net cash from provided by (used in) operating activities (440) 2,933
---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (532) (295)
Capitalized development (1,037) (1,324)
---------- ----------
Net cash used in investing activities (1,569) (1,619)
---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from borrowings (repayments) under line of credit - net 1,500 (1,145)
Repayments of notes payable (127) -
Payments of capital lease obligations (31) (29)
---------- ----------
Net cash provided by (used in) financing activities 1,342 (1,174)
---------- ----------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (667) 140
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 1,498 701
---------- ----------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 831 $ 841
========== ==========
</TABLE>
5
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(All dollar amounts (other than per share data) in thousands)
NOTE I. - GENERAL
The financial information herein is unaudited. However, in the opinion of
management, such information reflects all adjustments (consisting only of normal
recurring accruals) necessary for a fair presentation of the results of
operations for the period being reported. Additionally, it should be noted that
the accompanying condensed consolidated financial statements do not purport to
contain complete disclosures in conformity with generally accepted accounting
principles.
The results of operations for the three and six months ended October 31, 1999,
are not necessarily indicative of the results of operations for the full year.
These condensed consolidated financial statements should be read in conjunction
with the Company's consolidated financial statements for the year ended April
30, 1999, and the notes thereto.
In October 1998 the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133 "Accounting for Derivative Instruments
and Hedging Activities" (SFAS 133). SFAS 133 establishes a definition for
derivative instruments and requires that all such items be recognized as assets
and liabilities on the balance sheet and measured at fair value. Changes in the
fair value of the derivative instruments are recognized as a component of either
income or comprehensive income, depending on the designated purpose of the
derivative. SFAS 133 will be adopted by Wave during the first quarter of the
fiscal year beginning on May 1, 2001 and, based on current circumstances,
management does not believe the effect of adoption will be material.
NOTE II. - DEBT
The Company's operating bank line of credit, in the amount of $3,500, was
renewed on September 1, 1999, for a term of one year. It bears interest at the
bank's prime rate and is secured by the Company's accounts receivables,
inventory and equipment. The Chairman of the Board of the bank is a member of
the Board of Directors of the Company.
NOTE III. - EARNINGS PER SHARE
Basic earnings per share are computed by dividing net income by the weighted
average number of common shares outstanding during the period. Diluted earnings
per share are computed similar to basic except the denominator is increased to
include the number of additional common shares that would have been outstanding
if dilutive potential common shares had been issued. As of October 31, 1999,
outstanding options to purchase approximately 368,000 shares, and 382,000 shares
of common stock were not included in the computation of the diluted earnings per
share computation for the quarter and the year to date, respectively, because
the exercise prices of these options were greater than the corresponding average
market price of the common stock for these two periods.
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NOTE IV.-REPORTING COMPREHENSIVE INCOME
Comprehensive income includes all non-shareholder changes in equity and for Wave
consists of net income and foreign currency translation adjustments. Total
comprehensive income for the three and six months ended October 31, 1998 and
1999 was:
Three Months Ended Six Months Ended
October 31, October 31,
------------------- ------------------
1998 1999 1998 1999
Net income $ 248 $ 114 $ 21 $ 232
Other comprehensive gain 45 31 14 17
------ ------ ------ ------
Total comprehensive income $ 293 $ 145 $ 35 $ 249
====== ====== ====== ======
NOTE V.- DISCLOSURE ABOUT SEGMENTS
The Company's management does not allocate the resources, assets and expenses
related to courseware development activities, which primarily take place in the
United States, to the other segments. The Company's management also does not
attempt to allocate the resources and assets used in the United States and the
United Kingdom to support the international distribution activity. The Company
does not review segment results below net income before taxes; therefore, income
taxes are not broken out by segment. The Company does not account for or report
to management its assets or capital expenditures by segment, and thus asset
information is not provided on a segment basis.
<TABLE>
<CAPTION>
Three months ended October 31, 1998
------------------------------------------------
International
US Operations Operations Consolidated
------------- ------------- ------------
<S> <C> <C> <C>
Revenues $ 7,529 $ 2,382 $ 9,911
Cost of services, products and development 4,241 1,015 5,256
Sales and marketing 2,045 631 2,676
General and administrative 1,209 326 1,535
-------- -------- --------
Total cost and expenses 7,495 1,972 9,467
-------- -------- --------
Income from operations 34 410 444
Other income (expense) (32) 4 (28)
-------- -------- --------
Net income before income taxes $ 2 $ 414 $ 416
======== ======== ========
<CAPTION>
Three months ended October 31, 1999
------------------------------------------------
International
US Operations Operations Consolidated
------------- ------------- ------------
<S> <C> <C> <C>
Revenues $ 6,240 $ 3,210 $ 9,450
Cost of services, products and development 4,284 1,161 5,445
Sales and marketing 1,638 775 2,413
General and administrative 1,074 332 1,406
-------- -------- --------
</TABLE>
7
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<TABLE>
<S> <C> <C> <C>
Total cost and expenses 6,996 2,268 9,264
-------- -------- --------
Income (loss) from operations (756) 942 186
Other income (expense) (3) 7 4
-------- -------- --------
Net income (loss) before income taxes $ (759) $ 949 $ 190
======== ======== ========
</TABLE>
<TABLE>
<CAPTION>
Six months ended October 31, 1998
------------------------------------------------
International
US Operations Operations Consolidated
------------- ------------- ------------
<S> <C> <C> <C>
Revenues $ 13,051 $ 4,726 $ 17,777
Cost of services, products and development 7,822 1,739 9,561
Sales and marketing 3,793 1,376 5,169
General and administrative 2,273 718 2,991
-------- -------- --------
Total cost and expenses 13,888 3,833 17,721
-------- -------- --------
Income (loss) from operations (837) 893 56
Other income (expense) (33) 12 (21)
-------- -------- --------
Net income (loss) before income taxes $ (870) $ 905 $ 35
======== ======== ========
<CAPTION>
Six months ended October 31, 1999
------------------------------------------------
International
US Operations Operations Consolidated
------------- ------------- ------------
<S> <C> <C> <C>
Revenues $12,861 $ 5,632 $ 18,493
Cost of services, products and development 8,214 2,163 10,377
Sales and marketing 3,411 1,483 4,894
General and administrative 2,184 632 2,816
-------- -------- --------
Total cost and expenses 13,809 4,278 18,087
-------- -------- --------
Income (loss) from operations (948) 1,354 406
Other income (expense) (31) 11 (20)
-------- -------- --------
Net income (loss) before income taxes $ (979) $ 1,365 $ 386
======== ======== ========
</TABLE>
2. Management's Discussion and Analysis of Financial Condition and Results of
Operation
Overview
Wave Technologies International, Inc. ("Wave" or the "Company") designs,
develops and delivers integrated training solutions addressing technical
certification, including computer programming, networking and operating systems
certifications. Wave delivers its certification training by integrating
Internet-based assessment, self-study materials, Internet mentoring and
intervention, and live instructor led training ("ILT"), either in-person or over
the Internet. The Company produces and distributes course books, self-study
guides, training videos, CD-ROM and CBT (computer-based training) materials. For
example, Wave's boot camp style Camp
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Wave(TM) combines self-study material, assessment, mentoring and drill and
practice with live intensive ILT. The Company's eCamp Wave(TM) provides similar
self-study materials, integrated assessment, mentoring and drill practice but
provides the flexibility of remote web-based ILT. Many of the Company's products
are offered in both formats. Wave believes that its methodology of integrating
self-study with instructor-led training (either live or over the Internet) is
crucial to student learning and success in achieving technical certification.
A growing factor in the technology training market is the development of
technical certification standards. A number of manufacturers and associations,
including Microsoft, CompTIA and Novell, have established certification programs
for their hardware or software products. Wave currently provides certification
training for Microsoft's MCSE and MCSD programs, Cisco's CCNA, Novell's CNE, and
CompTIA's A+ and Network+ certifications. The certification sponsoring
organizations set certification standards that are satisfied by passage of
standardized tests, but do not dictate the methods that students may use to
prepare for the tests. Typically, students prepare by taking courses or
undertaking self-study. In addition to the knowledge gained in studying for
certification tests, students obtaining certification generally have increased
credibility in the industry and enhanced job possibilities. Wave believes that
its focus on certification, which measures outcomes, helps the Company sell
against lower cost alternatives as well as competitors who offer higher
entertainment value, without measurable results.
In addition, in response to significant activity in the Linux marketplace,
Wave has expanded its Linux training initiatives over the past six months. For
example, the Company has entered into Linux courseware licensing and development
agreements and offers Linux boot camps. Although Linux-related offerings
currently represent a small portion of Wave's revenues, the Company expects the
importance of Linux training to increase.
The Company offers instructor-led courses and sells integrated training
programs at its ten training centers in the United States and at its two
training centers in the United Kingdom. Wave's UK operations along with
international distributors comprise its international division.
The Company's fiscal year ends on April 30. The most recent quarter,
October 31, 1999, is the second quarter of Wave's 2000 fiscal year.
Three Months Ended October 31, 1999 Compared To
Three Months Ended October 31, 1998
Total revenues decreased $461, or 5%, in the quarter ended October 31,
1999, to $9,450 from $9,911 in the same quarter in fiscal 1999, but increased
$406, or 5%, over total revenues for the first fiscal 2000 quarter. From the
fiscal 1999 period, domestic revenues decreased $1,289, or 17%. This decrease
was partially offset by an increase in international revenues of $828, or 35%.
International revenues accounted for approximately 34% of Wave's total revenues
in the quarter ended October 31, 1999, compared to 24% of total revenues in the
same quarter in fiscal 1999, and 27% in the first quarter of fiscal 2000.
Publishing revenues in the quarter ended October 31, 1999, decreased $631,
or 12%, to $4,594 from $5,225, and decreased as a percentage of total revenues,
to 49% from 53%, compared to the second quarter in fiscal 1999. Domestic
publishing revenues decreased by $819, while international publishing revenues
increased by $188. While on a consolidated basis, boot camp publishing revenues
grew by $620 during the quarter, compared to the same quarter in fiscal 1999,
sales of individual published products decreased by $470, as corporate sales
slowed. Wave believes that companies are delaying purchases of new hardware and
software systems until after January 1, 2000, because of concerns about "Y2K"
issues. This slowdown in purchasing impacts IT service industry companies, such
as consultants and systems
9
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integrators, which are the Company's primary corporate customers. As a result of
the decreased demand for their services, IT service companies have less need for
technology training. Publishing revenues relating to Club Wave and Corporate
Club Wave programs decreased by $346 as Wave customers expressed their
preference towards boot camp style training. Royalty and license revenues
decreased by $434 compared to the second quarter of fiscal 1999. Revenues from
royalties and license fees likely will continue to fluctuate from period to
period, as the timing of these contracts varies from quarter to quarter.
Instructor-led training ("ILT") revenues increased 9% to $4,761 from
$4,365 in the same quarter in fiscal 1999, and increased as a percentage of
total revenues, to 50% from 44%. The increase related to classroom and Internet
components of the Camp Wave boot camp programs. Microsoft courses accounted for
71% of ILT revenues for the quarter ended October 31, 1999 compared to 57% for
the second quarter of fiscal 1999. International ILT revenues increased $679, or
73%, compared to the same quarter in fiscal 1999 as the result of the increased
boot camp ILT revenues. Domestic ILT revenues decreased by $283 compared to the
same quarter in fiscal 1999. On a consolidated basis, the ILT portion of Club
Wave and Corporate Club Wave decreased by $541 and ILT revenue related to Custom
Solutions customers also decreased by $182, while Camp Wave boot camp ILT
revenues increased by $686, from $1,143 to $1,829, as customers expressed an
increasing preference for boot camp style training. Revenues from ILT classes
and room rentals from sources other than boot camp or Club Wave sales decreased
domestically by $248.
Custom solutions revenues decreased $226, or 70%, from the same period
in fiscal 1999, and represented only 1% of total revenues, compared to 3% in the
second quarter of fiscal 1999. Because margins from many Custom Solutions
programs were well below those for the rest of the Company, in fiscal 1999, Wave
determined that the resources to support Custom Solutions services could be more
effectively deployed in other areas, and terminated most remaining Custom
Solutions projects.
Cost of services, products and development increased $189, or 4%, in
the quarter ended October 31, 1999, to $5,445, and increased as a percentage of
total revenues to 58% from 53% compared to the same quarter in fiscal 1999. The
Company's payroll related expenses for the second quarter of fiscal 2000
increased by $110, or 6%, compared to the second quarter of fiscal 1999.
Amortization expense related to product development and use of licensed
materials increased by $108 to $657. Material cost for the quarter ended October
31, 1999, increased only slightly, by $40 to $1,182, from the same quarter in
fiscal 1999. As the Company concentrated on delivering ILT classes in its own
facilities, the usage of third party facilities diminished which resulted in a
decrease in facility rentals by $72.
Sales and marketing expenses for the quarter ended October 31, 1999,
decreased $263, or 10%, to $2,413, from the same quarter in fiscal 1999, and
decreased as a percentage of total revenues to 26% from 27%. Sales and marketing
expenses related to employee payroll and benefits decreased by $81 to $1,241 for
the quarter ended October 31, 1999. Travel related expenses decreased $131, or
79%, due to the Company's decision in late fiscal 1999 to centralize sales
management in St. Louis and efforts to reduce the amount of travel for the sales
force. Direct mail expenses decreased by $82, to $627 from $709, largely due to
the Company's efforts to efficiently plan its marketing initiatives.
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General and administrative expenses decreased $129, or 8%, to $1,406
for the second quarter of fiscal 2000, and remained stable as a percentage of
total revenues at 15%, when compared to the same quarter in fiscal 1999. Payroll
related expenses decreased by $131, or 25%, to $398 from $529, in the same
quarter in fiscal 1999. Depreciation expense decreased by $90 to $182, as more
furniture and equipment became fully depreciated and was slightly offset by an
increase in equipment rent expense of $26, as new additions were leased rather
than purchased. Fees for outside accounting, legal, employee search and testing
and personnel recruitment, including advertising increased $15, and investor
relations expenses increased by $38.
Quarterly income before taxes was $190, compared to $416 for the second
quarter of fiscal 1999. Wave expensed $76 for income taxes for the quarter,
compared to $168 in the same period in fiscal 1999. The Company's net income was
$114, or $.03 per share, for the second quarter of fiscal 2000, compared to
$248, or $.06 per share, for the quarter ended October 31, 1998.
Six Months Ended October 31, 1999 Compared
To Six Months Ended October 31, 1998
Total revenues increased $716, or 4%, for the six months ended October
31, 1999, to $18,493 from $17,777 in the same period in fiscal 1999. Publishing
revenues decreased $143, or 2%, to $9,215 from $9,358, and decreased as a
percentage of total revenues to 50% from 53% in the first six months of fiscal
1999. Instructor-led training revenues increased $1,704, or 24%, to $8,869, and
increased as a percentage of total revenues to 48% from 40%. Custom Solutions
revenues decreased dramatically, by $845, or 67%, to $409 for the first six
months of fiscal 2000, and decreased as a percentage of total revenues to 2%,
compared to 7% in the fiscal 1999 period, as the result of Wave's reallocation
of its Custom Solutions resources described above.
Revenues from international sales increased $906, or 19%, for the first
six months of fiscal 2000, to $5,632, and increased as a percentage of total
revenues to 30% from 27%. International publishing revenues for the six-month
period remained stable at $2,972, or 32% of total publishing revenues, compared
to $2,996, or 32%, in the same period in the prior fiscal year. International
ILT revenues increased to $2,660, or 30% of total ILT revenues, for the first
six months of fiscal 2000, compared to $1,691, or 24% of total ILT revenues, for
the same period in the prior year due to boot camp offerings. Domestic revenues
for the six months ended October 31, 1999. decreased slightly, by $190, or 1%,
from the same period in fiscal 1999.
Cost of services, products and development increased $816, or 9%, in
the six months ended October 31, 1999, to $10,377, and increased as a percentage
of total revenues to 56% in the current period, compared to 54% in the fiscal
1999 period. Domestic cost of services, products and development increased by
$392, or 5%. International cost of services, products and development increased
by $424, or 24%. The Company's expenses related to payroll increased by $330, or
10%, to $3,705 from $3,375. Amortization expense related to product development
and use of licensed materials increased by $283 to $1,302, a 28% increase.
Material cost for the six months ended October 31, 1999, increased by $271 to
$2,082, from the same period in fiscal 1999. Expenses for the rental of
equipment increased by $117 which reflects the Company's migration to leasing
rather than purchasing new computer equipment. Royalty fee expense increased by
$62, or 47%, to $192, due to the Company's decision to adapt third party
licensed material to develop some its new materials in order to gain quicker
entry into some new curricula
11
<PAGE>
markets. Shipping expense increased $70 over the same period in the last fiscal
year, as a result of a shift in the product mix shipped. Expenses for students'
food and beverages increased $66, primarily for the London training center that
customarily supplies lunches during ILT training. Renewals of leased real estate
space led to an increase of $43 in rent expense. Custom Solutions expenses
decreased by $348 as the result of Wave's reallocation of its Custom Solutions
resources described above. Miscellaneous cost of services, products and
development expenses decreased by $95.
Sales and marketing expenses for the six months ended October 31, 1999,
decreased $275, or 5%, to $4,894, and decreased as a percentage of total
revenues, to 26% from 29%. Total international sales and marketing expenses
increased by $107, or 8%, while domestic sales and marketing expenses decreased
$382, or 10%. Domestic sales and marketing payroll-related expense decreased
$252, or 12%, and international payroll expense remained relatively stable at
$882, compared to the first six months of fiscal 1999. Direct mail expenses
decreased to $1,098, from $1,148 in the fiscal 1999 six-month period, and
remained stable as a percentage of revenues at 6%. Advertising expenses
increased by $111, or 17%, almost exclusively from increased advertising in
international markets, the source of the overall increase in international sales
and marketing expenses. Travel related expenses decreased $187, or 66%, due to
the Company's decision in late fiscal 1999 to centralize the sales management in
St. Louis and efforts to more efficiently manage travel for the sales force.
Rent and depreciation expenses increased $46, as a result of the increased
international sales force.
General and administrative expenses decreased $175, or 6%, to $2,816
for the first six months of fiscal 2000, and decreased as a percentage of total
revenues to 15% from 17% for the same period in fiscal 1999. Domestic general
and administrative payroll decreased by $88, or 13%, and was partially offset by
a $9 increase in international payroll expense. A $181, or 32%, decrease in
depreciation expense related to the full depreciation of computer equipment
purchased in prior fiscal years was partially offset by increases in equipment
rental expense of $57 due to the Company's election to lease rather then
purchase new equipment. Fees for outside legal, accounting, employee testing and
personnel recruitment increased by $21. Rent expense increased $57 as the result
of increased costs from renewed leases. This increase was partially offset by a
decrease of $44 in telephone expense, as the result of renegotiated long
distance service contracts.
Pre-tax income was $386 for the six months ended October 31, 1999,
compared to $35 for the same period in fiscal 1999. Net income for the current
six-month period was $232, compared to net income of $21 for the same period in
the previous fiscal year. Net income per share was $0.06 for the six months
ended October 31, 1999 compared to net income per share of $0.01 for the same
period in fiscal 1999.
Liquidity and Capital Resources
The Company's net cash balance increased by $140 from fiscal year end,
but decreased by $824, or 49%, during the quarter, to $841 at October 31, 1999,
compared to $1,665 at July 31, 1999. The Company used $295 to purchase new
equipment and invested $1,324 in the development of new products during the six
month period ended October 31, 1999. Total accounts receivable increased by
$1,725, or 19%, from July 31, 1999, and decreased by $917 from fiscal year end.
Accounts payable and accrued expenses increased by $800, to $5,331 from $4,531
at July 31, 1999, and by $276 from fiscal year end. Net property, plant and
equipment
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decreased during the six month period by $378, as the result of depreciation of
$673, offset in part by the addition of $295 of new equipment.
As the Company continued its focused direct mail program, prepaid
direct mail increased by $56, or 7%, at October 31, 1999, compared to July 31,
1999, and by $214 compared to April 30, 1999. While prepaid advertising appears
as an asset on the balance sheet, that amount will be expensed over its expected
period of future benefits. Similarly, deferred revenue is booked as a liability,
but the $5,940 in deferred revenue at October 31, 1999, will be recognized as
revenues over the next twelve months. This amount represents a $281 increase in
deferred revenue from July 31, 1999, and a $205 decrease in deferred revenue
from the end of the fiscal year.
The Company had drawn $325 on its line of credit at quarter end,
compared to a balance of $775 at July 31, 1999, and $1,470 at the end of fiscal
1999. The Company's average amount borrowed on its credit line during the
quarter ended October 31, 1999 was $310 compared to an average balance of $1,147
for the quarter ended July 31, 1999 and $1,173 for the second quarter of fiscal
1999.
Wave believes that cash generated from operations, together with
existing cash balances, and its available credit line, should be sufficient to
satisfy the Company's cash requirements for the next several months.
Year 2000
The most likely risk for Wave as the result of Year 2000 issues is the
potential delay by companies in sending their technology employees to training
programs. This could result in a significant decline in revenues for the last
calendar quarter of 1999 and the first calendar quarter of 2000, as information
technology professionals stay "on call" to deal with their employers' potential
Year 2000 problems.
The Company has completed its analysis of its systems and its work with
its software vendors to determine the impact of Year 2000 issues on its
operations. Based upon discussions with its vendors, management believes that
Year 2000-compliant upgrades are available for all of its programs at minimal
costs, aggregating approximately $200 for materials, installation and testing,
including $60 of estimated internal labor costs. Wave currently anticipates
completing installation of all hardware and software upgrades necessary to be
Year 2000-compliant by mid-December 1999. Although the Company's vendors have
indicated that Year 2000-compliant upgrades are available, in the event that
such upgrades are not compatible with existing hardware or software, or are not
fully compliant, Wave believes that it can complete all internal functions
manually, including order entry, class registration and scheduling, accounting
and financial reporting. This would involve additional employee time and effort,
and might delay completion of certain internal reports, and would be estimated
to cost an additional $25 to $50 for short-term employee overtime and temporary
labor costs. If broad interruption of telephone, banking, air travel or similar
services or utilities were to occur, however, this would have a material adverse
effect on the Company's operations, as it would interfere with customers'
abilities to place and pay for orders, and the Company's ability to ship
publishing materials to its customers, and to fulfill customers' training
requirements.
13
<PAGE>
Forward - Looking Statements
Certain forward-looking statements are included in this Form 10-Q. They
use such words as "may," "will," "expect," "anticipate," "believe," "plan," and
other similar terminology. These statements reflect management's current
expectations and involve a number of risks and uncertainties. Actual results
could differ materially due to changes in the market acceptance of Wave's
integrated program, market delays related to anticipated or new releases of
Windows 2000, delays by Microsoft or other vendors in implementing certification
guidelines for their new products, the speed and effectiveness of new direct
mail initiatives, global and local business and economic conditions, legislation
and governmental regulations, competition, the Company's ability to effectively
maintain and update its product portfolio, shifts in technology, political or
economic instability in local markets, weather-related issues significantly
affecting attendance at training centers, and currency and exchange rates. As
Wave has focussed its core business and Camp Wave boot camps on training for
Microsoft's MCSE, the Company's dependence on continued demand for the MCSE
certification has increased significantly. In addition, as an increasing
proportion of Wave's revenues are attributable to large licensing agreements,
significant quarterly fluctuations in revenues and earnings may occur. Wave's
fiscal 2000 results also will be adversely affected if companies reduce training
for their IT staffs to keep these employees on site to address potential Year
2000 problems.
Item 3. Quantitative and Qualitative Disclosure about Market Risk.
The Company has minimal exposure to market risks as it relates to
effects of changes in interest rates and foreign currency exchange rates. Wave
does not hold or issue derivative financial instruments. There has been no
significant change in these market risks since Wave's last fiscal year ended
April 30, 1999. For more information see "Quantitative and Qualitative
Disclosures About Market Risk" in Wave's Annual Report on Form 10-K for the year
ended April 30, 1999.
PART II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Securities Holders.
At the Company's annual meeting of shareholders held on September 8,
1999, the following matters were voted upon:
1. Election of Raymond J. Kalinowski to serve as director of the
Company until the annual meeting of shareholders in 2002 and until his
successor is qualified. The vote was as follows:
3,556,947 shares in favor
82,032 shares withheld authority
2. The appointment of Deloitte & Touche, L.L.P. as independent
auditors for the Company for the fiscal year ending April 30, 2000 was
approved by the following vote:
3,633,292 shares in favor
5,279 shares against
408 shares abstained or broker non-votes.
14
<PAGE>
Item 5. Other Information
Not Applicable
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits:
27 Financial Data Schedule
(b) Reports on Form 8-K - The registrant did not file any reports on Form 8-K
during the fiscal quarter ended October 31, 1999.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned thereunto duly
authorized.
Wave Technologies International, Inc.
Dated: December 13, 1999 By: /s/ J. Michael Bowles
---------------------------------------------
J. Michael Bowles, Chief Financial Officer
(Principal Accounting and Financial Officer
and Duly Authorized Officer)
15
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND> This schedule contains summary financial information extracted from
Wave Technologies International, Inc. and is qualified in its entirety by
reference to such financial statements. The Registrants Financial Statements as
of and for the period ended Oct. 31, 1999
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> APR-30-2000
<PERIOD-START> MAY-01-1999
<PERIOD-END> OCT-31-1999
<CASH> 841
<SECURITIES> 0
<RECEIVABLES> 11,174
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<INVENTORY> 1,214
<CURRENT-ASSETS> 13,585
<PP&E> 11,308
<DEPRECIATION> 9,355
<TOTAL-ASSETS> 20,894
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<BONDS> 0
0
0
<COMMON> 2,079
<OTHER-SE> 7,027
<TOTAL-LIABILITY-AND-EQUITY> 20,894
<SALES> 9,215
<TOTAL-REVENUES> 18,493
<CGS> 2,082
<TOTAL-COSTS> 8,295
<OTHER-EXPENSES> 7,710
<LOSS-PROVISION> 53
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<INCOME-PRETAX> 386
<INCOME-TAX> 154
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