UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB/A
(Amendment No. 1 to Form 10-QSB)
(Mark One) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Quarterly Period Ended October 31, 2005
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the Transition Period from _________ to _________
Commission file number: 0-26277
WPCS INTERNATIONAL INCORPORATED
(Exact name of registrant as specified on its charter)
Delaware 98-0204758
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
One East Uwchlan Avenue
Suite 301
Exton, PA 19341
(Address of principal executive offices)
(610) 903-0400
(Registrant's telephone number, including area code)
(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 past 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 [ ]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
APPLICABLE ONLY TO CORPORATE ISSUERS:
State the number of shares outstanding of each of the registrant's classes of
common equity, as of the latest practicable date: 3,883,885 shares issued and
outstanding as of December 2, 2005.
Explanatory Note
WPCS International Incorporated (the "Company") has restated its consolidated
financial statements for the fiscal year ended April 30, 2005 on Form 10-KSB/A,
and the interim periods ended January 31, 2005, July 31, 2005 and October 31,
2005 on Forms 10-QSB/A.
As previously disclosed, on November 16, 2004, the Company completed a private
placement with certain investors for an aggregate of 2,083,887 shares of its
common stock and 2,083,887 common stock purchase warrants for $10,000,000. Under
the terms of the sale, the investors were granted certain registration rights in
which the Company agreed to timely file a registration statement to register the
common shares and the shares underlying the warrants, obtain effectiveness of
the registration statement by the SEC within ninety (90) days of November 16,
2004, and maintain the effectiveness of this registration statement for a preset
time thereafter. In the event the Company fails to timely perform under the
registration rights agreement, the Company agrees to pay the investors
liquidated damages in an amount equal to 1.5% of the aggregate amount invested
by the investors for each 30-day period or pro rata for any portion thereof
following the date by which the registration statement should have been
effective. The initial registration statement was filed and declared effective
by the SEC within the allowed time and the Company has maintained the
effectiveness of the registration statement to date, and has not been required
to pay any liquidated damages in connection with the filing or on-going
effectiveness of the registration statement.
The Emerging Issues Task Force ("EITF") is currently reviewing the accounting
for securities with liquidated damages clauses as stated in EITF 05-04, "The
Effect of a Liquidated Damages Clause on a Freestanding Financial Instrument
Subject to EITF 00-19." There are currently several views as to how to account
for this type of transaction and the EITF has not yet reached a consensus. In
accordance with EITF 00-19, "Accounting for Derivative Financial Instruments
Indexed To, and Potentially Settled in the Company's Own Stock," and EITF 05-04,
because the maximum potential liquidated damages for failure to maintain an
effective registration statement is greater than the difference between the fair
value of registered and unregistered shares, the value of the common stock
subject to such registration rights should be classified as temporary equity.
Additionally, in accordance with EITF 00-19 and the terms of the above warrants,
the fair value of the warrants should be recorded as a liability, with an
offsetting reduction to shareholders' equity. The warrant liability is initially
measured at fair value using the Black-Scholes option pricing model, and is then
re-valued at each reporting date, with changes in the fair value reported as
non-cash charges or credits to earnings.
The SEC recently announced its preferred interpretation of the accounting for
common stock and warrants with registration rights under EITF 00-19. The SEC
concluded that for agreements containing registration rights where significant
liquidated damages could be required to be paid to the holder of the instrument
in the event the issuer fails to maintain the effectiveness of a registration
statement for a preset time period, the common stock subject to such liquidated
damages does not meet the tests required for shareholders' equity
classification, and accordingly must be reflected between liabilities and
shareholders' equity in the balance sheet until the conditions are eliminated.
In analyzing instruments under EITF 00-19, the SEC concluded that the likelihood
or probability related to the failure to maintain an effective registration
statement is not a factor.
Historically, the Company classified the common stock and warrants with
registration rights described above as shareholders' equity, as it believed
these securities met the requirements necessary to record them as shareholders'
equity. After further review in accordance with the SEC's recent preferred
interpretation of EITF 00-19 as it relates to these common shares and warrants
subject to registration rights, the Company has concluded that its financial
statements for the year ended April 30, 2005, and interim periods ended January
31, 2005, July 31, 2005, and October 31, 2005, will be restated. The restatement
includes the reclassification of common stock subject to registration rights
from shareholders' equity and into temporary equity, and the reclassification of
the liability for the fair value of the warrants out of shareholders' equity and
into warrant liability as of the closing date (November 16, 2004).
2
This Amendment No. 1 on Form 10-QSB/A ( the "Form 10-QSB/A") to the Company's
Quarterly Report on Form 10-QSB for the quarterly period ended October 31, 2005,
initially filed with the Securities and Exchange Commission ( the "SEC") on
December 15, 2005, is being filed to reflect restatements of the Company's
Consolidated Balance Sheets as of October 31, 2005 and April 30, 2005, and the
related Consolidated Statements of Operations, Shareholders' Equity and Cash
Flows for the three and six months ended October 31, 2005. For a more detailed
description of these restatements, see Note 2, "Restatement for Equity Issued
with Registration Rights".
For the convenience of the reader, this Form 10-QSB/A sets forth the original
Form 10-QSB in its entirety. However, this Form 10-QSB/A only amends and
restates Items 1 and 2, in each case as a result of, and to reflect, the
restatement. No other information in the original Form 10-QSB is amended hereby.
In addition, pursuant to the rules of the SEC, the original Form 10-QSB has been
amended to contain currently dated certifications from the Company's Chief
Executive Officer and Chief Financial Officer, as required by Sections 302 and
906 of the Sarbanes-Oxley Act of 2002.
3
WPCS INTERNATIONAL INCORPORATED AND SUBSIDIARIES
INDEX
PART I FINANCIAL INFORMATION
ITEM 1 Condensed consolidated balance sheets at October 31, 2005 (unaudited) and
April 30, 2005 5 - 6
Condensed consolidated statements of operations for the three and six
months ended October 31, 2005 and 2004 (unaudited) 7
Condensed consolidated statement of shareholders' equity for the six
months ended October 31, 2005 (unaudited) 8
Condensed consolidated statements of cash flows for the six months ended
October 31, 2005 and 2004 (unaudited) 9 - 10
Notes to unaudited condensed consolidated financial statements 11 - 20
ITEM 2 Management's Discussion and Analysis of Financial Condition and Results of
Operations 21 - 29
ITEM 3 Controls and Procedures 30
PART II OTHER INFORMATION
ITEM 1 Legal proceedings 31
ITEM 2 Unregistered sales of equity securities and use of proceeds 31
ITEM 3 Defaults upon senior securities 31
ITEM 4 Submission of matters to a vote of security holders 31
ITEM 5 Other information 31
ITEM 6 Exhibits 31
SIGNATURES 32
CERTIFICATIONS
4
WPCS INTERNATIONAL INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
October 31, April 30,
ASSETS 2005 2005
----------- -----------
(Unaudited)
CURRENT ASSETS:
Cash and cash equivalents $ 1,800,224 $ 989,252
Accounts receivable, net of allowance of $93,786 and $75,786 at
October 31, 2005 and April 30, 2005, respectively 12,322,495 9,907,316
Costs and estimated earnings in excess of billings on uncompleted contracts 1,966,928 908,955
Inventory 615,239 885,624
Prepaid expenses and other current assets 689,348 536,331
Deferred income taxes 92,000 112,000
----------- -----------
Total current assets
17,486,234 13,339,478
PROPERTY AND EQUIPMENT, net 1,514,489 1,560,271
CUSTOMER LISTS, net 1,009,555 1,158,388
GOODWILL 14,108,283 13,961,642
DEBT ISSUANCE COSTS, net 137,206 -
OTHER ASSETS 89,343 156,932
----------- -----------
Total assets $34,345,110 $30,176,711
=========== ===========
The accompanying notes are an integral part of these condensed consolidated
financial statements.
5
WPCS INTERNATIONAL INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (continued)
October 31, April 30,
LIABILITIES AND SHAREHOLDERS' EQUITY 2005 2005
----------- -----------
(Unaudited) (Note 2)
(Note 2)
CURRENT LIABILITIES:
Borrowings under line of credit $ - $ 382,281
Current portion of capital lease obligation 708 2,073
Current portion of loans payable 202,083 187,420
Accounts payable and accrued expenses 5,144,023 5,338,813
Billings in excess of costs and estimated earnings on uncompleted contracts 1,603,502 1,204,491
Due to shareholders 122,995 915,290
Income taxes payable 788,151 24,790
Deferred income taxes 183,000 139,000
----------- -----------
Total current liabilities
8,044,462 8,194,158
Borrowings under line of credit 3,000,000 -
Loans payable, net of current portion 295,467 261,455
Due to shareholders, net of current portion 927,005 927,005
Deferred income taxes 323,000 439,000
Warrant liability 3,722,252 1,994,570
----------- -----------
Total liabilities
16,312,186 11,816,188
----------- -----------
COMMITMENTS AND CONTINGENCIES
COMMON STOCK WITH REGISTRATION RIGHTS:
Common stock subject to continuing registration, $0.0001 par value, 936,588
and 2,083,887 shares issued and outstanding at October 31, 2005 and April
30, 2005, respectively 2,575,421 5,732,116
----------- -----------
SHAREHOLDERS' EQUITY:
Preferred Stock - $0.0001 par value, 5,000,000 shares authorized,
none issued - -
Common Stock - $0.0001 par value, 75,000,000 shares authorized, 2,947,297
and 1,737,498 shares issued and outstanding at October 31, 2005 and
April 30, 2005, respectively 295 174
Additional paid-in capital 15,423,073 11,966,499
Retained earnings 34,135 661,734
----------- -----------
Total shareholders' equity 15,457,503 12,628,407
----------- -----------
Total liabilities and shareholders' equity $34,345,110 $30,176,711
=========== ===========
The accompanying notes are an integral part of these condensed consolidated
financial statements.
6
WPCS INTERNATIONAL INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended Six Months Ended
October 31, October 31,
2005 2004 2005 2004
-------------- -------------- -------------- --------------
(Note 2) (Note 1) (Note 2) (Note 1)
REVENUE $ 14,250,243 $ 10,295,266 $ 26,421,882 $ 17,574,419
-------------- -------------- -------------- --------------
COSTS AND EXPENSES:
Cost of revenue 10,339,132 8,604,711 19,469,223 14,224,298
Selling, general and administrative expenses 2,351,653 1,518,421 4,615,608 2,911,112
Depreciation and amortization 209,593 124,662 421,060 246,693
-------------- -------------- -------------- --------------
Total costs and expenses 12,900,378 10,247,794 24,505,891 17,382,103
-------------- -------------- -------------- --------------
OPERATING INCOME 1,349,865 47,472 1,915,991 192,316
OTHER EXPENSE:
Interest expense 56,035 11,650 94,800 12,763
(Gain) loss on fair value of warrants (2,382,912) - 1,727,682 -
-------------- -------------- -------------- --------------
INCOME BEFORE INCOME TAX PROVISION 3,676,742 35,822 93,509 179,553
Income tax provision 509,025 4,539 721,108 71,895
-------------- -------------- -------------- --------------
NET INCOME (LOSS) $ 3,167,717 $ 31,283 $ (627,599) $ 107,658
============== ============== ============== ==============
Basic net income (loss) per common share $0.82 $0.02 ($0.16) $ 0.06
============== ============== ============== ==============
Diluted net income (loss) per common share $0.82 $0.02 ($0.16) $ 0.06
============== ============== ============== ==============
Basic weighted average number of common shares
outstanding 3,853,994 1,737,498 3,837,689 1,737,498
Diluted weighted average number of common shares
outstanding 3,869,522 1,777,797 3,837,689 1,804,162
The accompanying notes are an integral part of these condensed consolidated
financial statements.
7
WPCS INTERNATIONAL INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
FOR THE SIX MONTHS ENDED OCTOBER 31, 2005
(UNAUDITED)
Preferred Stock Common Stock Additional Total
Paid-In Retained Shareholders'
Shares Amount Shares Amount Capital Earnings Equity
--------- --------- ----------- ------- ------------ ---------- ------------
BALANCE, APRIL 30, 2005 (Note2) $ - 1,737,498 $ 174 $ 11,966,499 $ 661,734 $ 12,628,407
-
Net proceeds from exercise of warrants - - 62,500 6 299,994 - 300,000
Reclassification of proceeds from sales of
common stock with registration rights
to additional paid-in capital - - 1,147,299 115 3,156,580 - 3,156,695
Net loss - - - - - (627,599) (627,599)
--------- --------- ----------- ------- ------------ ---------- ------------
BALANCE, OCTOBER 31, 2005 - $ - 2,947,297 $ 295 $ 15,423,073 $ 34,135 $ 15,457,503
========= ========= =========== ======= ============ ========== ============
The accompanying notes are an integral part of these condensed consolidated
financial statements.
8
WPCS INTERNATIONAL INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Six Months Ended
October 31,
2005 2004
------------------- -------------------
(Note 2)
OPERATING ACTIVITIES :
Net income (loss) $ (627,599) $ 107,658
Adjustments to reconcile net income (loss) to net cash used in operating
activities:
Depreciation and amortization 421,060 246,693
Fair value of warrant liability 1,727,682 -
Provision for doubtful accounts 18,000 -
Amortization of debt issuance costs 21,581 -
Amortization of unearned consulting services - 25,706
Deferred income taxes (52,000) (135,000)
Changes in operating assets and liabilities, net of effects of
acquisitions:
Accounts receivable (2,435,329) (895,607)
Costs and estimated earnings in excess of billings on uncompleted
contracts (1,057,973) (229,729)
Inventory 270,385 -
Prepaid expenses and other current assets (153,017) 11,198
Other assets 18,786 (24,980)
Accounts payable and accrued expenses (222,781) 693,501
Billings in excess of costs and estimated earnings on uncompleted
contracts 399,011 (774,796)
Income taxes payable 749,843 (56,411)
------------------- -------------------
NET CASH USED IN OPERATING ACTIVITIES (922,351) (1,031,767)
------------------- -------------------
INVESTING ACTIVITIES:
Acquisition of property and equipment (137,767) (78,908)
Acquisition of Quality, net of cash received (757,913) -
Acquisition transaction costs (4,303) (22,163)
------------------- -------------------
NET CASH USED IN INVESTING ACTIVITIES (899,983) (101,071)
------------------- -------------------
FINANCING ACTIVITIES:
Proceeds from exercise of warrants 300,000 -
Equity issuance costs - (26,888)
Borrowings (repayments) under lines of credit 2,617,719 (172,769)
Debt issuance costs (158,787) -
Repayments of loans payable (74,261) (18,403)
Repayments of amounts due to shareholders (50,000) -
Payments of capital lease obligations (1,365) (1,235)
------------------- -------------------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 2,633,306 (219,295)
------------------- -------------------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 810,972 (1,352,133)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 989,252 1,984,636
------------------- -------------------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 1,800,224 $ 632,503
=================== ===================
The accompanying notes are an integral part of these condensed consolidated
financial statements.
9
WPCS INTERNATIONAL INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
(Unaudited)
Six Months Ended
October 31,
2005 2004
----------------- -----------------
(Note 2)
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest $ 82,756 $ 14,063
Income taxes $ 31,290 $ 265,671
SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Reversal of accruals established in purchase accounting $ 2,150 $ 51,790
Issuance of notes for property and equipment $ 122,936 $ 25,930
Reclassification of proceeds from sales of common stock with registration rights
to additional paid-in capital $ 3,156,695 $ -
The accompanying notes are an integral part of these condensed consolidated
financial statements.
10
WPCS INTERNATIONAL INCORPORATED AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
NOTE 1 - BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements have been
prepared pursuant to the rules and regulations of the Securities and Exchange
Commission ("SEC") for quarterly reports on Form 10-QSB and do not include all
of the information and note disclosures required by accounting principles
generally accepted in the United States of America. Accordingly, the unaudited
condensed consolidated financial statements should be read in conjunction with
the Company's audited consolidated financial statements and notes thereto for
the fiscal year ended April 30, 2005 included in the Company's annual report on
Form 10-KSB/A. The accompanying unaudited condensed consolidated financial
statements reflect all adjustments (consisting of normal recurring adjustments)
which are, in the opinion of the management, considered necessary for a fair
presentation of financial position, results of operations and cash flows for the
interim periods. Operating results for the three and six month periods ended
October 31, 2005 are not necessarily indicative of the results that may be
expected for the fiscal year ending April 30, 2006. Certain reclassifications
have been made to prior period financial statements to conform to the current
presentation.
The accompanying unaudited condensed consolidated financial statements include
the accounts of WPCS International Incorporated ("WPCS") and its wholly-owned
subsidiaries, WPCS Incorporated , Invisinet, Inc. ("Invisinet"), Walker Comm,
Inc. ("Walker"), Clayborn Contracting Group, Inc. ("Clayborn"), Heinz
Corporation ("Heinz"), and Quality Communications & Alarm Company ("Quality")
from November 24, 2004 (date of acquisition), collectively the "Company".
The Company is an engineering company that focuses on the implementation
requirements of wireless technology and specialty communication systems. The
Company provides a range of services including site design, product integration,
security, structured cabling, construction, project management and technical
support.
Effective January 10, 2005, a majority of the Company's shareholders approved a
one-for-twelve reverse stock split of the Company's common stock, decreasing the
number of issued and outstanding shares of common stock from 20,849,976 shares
to 1,737,498 shares. The par value of the common stock was not affected by the
reverse stock split and remains at $0.0001 per share. Consequently, the reverse
stock split has been reflected retroactively in the accompanying financial
statements and notes for all periods presented and all applicable references as
to the number of common shares and per share information, stock options,
warrants and market prices have been restated to reflect this reverse stock
split. In addition, shareholders' equity has been restated for all periods
presented for the aggregate par value of the number of common shares that were
reclassified to additional paid-in capital as a result of the reverse stock
split.
NOTE 2 - RESTATEMENT FOR EQUITY ISSUED WITH REGISTRATION RIGHTS
On November 16, 2004, the Company completed a private placement with certain
investors for an aggregate of 2,083,887 shares of its common stock and 2,083,887
common stock purchase warrants for $10,000,000. Under the terms of the sale, the
investors were granted certain registration rights in which the Company agreed
to timely file a registration statement to register the common shares and the
shares underlying the warrants, obtain effectiveness of the registration
statement by the SEC within ninety (90) days of November 16, 2004, and maintain
the effectiveness of this registration statement for a preset time thereafter.
In the event the Company fails to timely perform under the registration rights
agreement, the Company agrees to pay the investors liquidated damages in an
amount equal to 1.5% of the aggregate amount invested by the investors for each
30-day period or pro rata for any portion thereof following the date by which
the registration statement should have been effective. The initial registration
statement was filed and declared effective by the SEC within the allowed time
and the Company has maintained the effectiveness of the registration statement
to date, and has not been required to pay any liquidated damages in connection
with the filing or on-going effectiveness of the registration statement.
11
WPCS INTERNATIONAL INCORPORATED AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
The Emerging Issues Task Force ("EITF") is currently reviewing the accounting
for securities with liquidated damages clauses as stated in EITF 05-04, "The
Effect of a Liquidated Damages Clause on a Freestanding Financial Instrument
Subject to EITF 00-19." There are currently several views as to how to account
for this type of transaction and the EITF has not yet reached a consensus. In
accordance with EITF 00-19, "Accounting for Derivative Financial Instruments
Indexed To, and Potentially Settled in the Company's Own Stock," and EITF 05-04,
because the maximum potential liquidated damages for failure to maintain an
effective registration statement is greater than the difference between the fair
value of registered and unregistered shares, the value of the common stock
subject to such registration rights should be classified as temporary equity.
Additionally, in accordance with EITF 00-19 and the terms of the above warrants,
the fair value of the warrants should be recorded as a liability, with an
offsetting reduction to shareholders' equity. The warrant liability is initially
measured at fair value using the Black-Scholes option pricing model, and is then
re-valued at each reporting date, with changes in the fair value reported as
non-cash charges or credits to earnings.
The SEC recently announced its preferred interpretation of the accounting for
common stock and warrants with registration rights under EITF 00-19. The SEC
concluded that for agreements containing registration rights where significant
liquidated damages could be required to be paid to the holder of the instrument
in the event the issuer fails to maintain the effectiveness of a registration
statement for a preset time period, the common stock subject to such liquidated
damages does not meet the tests required for shareholders' equity
classification, and accordingly must be reflected between liabilities and
shareholders' equity in the balance sheet until the conditions are eliminated.
In analyzing instruments under EITF 00-19, the SEC concluded that the likelihood
or probability related to the failure to maintain an effective registration
statement is not a factor.
Historically, the Company classified the common stock and warrants with
registration rights described above as shareholders' equity, as it believed
these securities met the requirements necessary to record them as shareholders'
equity. After further review in accordance with the SEC's recent preferred
interpretation of EITF 00-19 as it relates to these common shares and warrants
subject to registration rights, the Company has concluded that its financial
statements for the year ended April 30, 2005, and interim periods ended January
31, 2005, July 31,2005, and October 31, 2005, will be restated. The restatement
includes the reclassification of common stock subject to registration rights
from shareholders' equity and into temporary equity, and the reclassification of
the liability for the fair value of the warrants from shareholders' equity and
into warrant liability as of the closing date (November 16, 2004).
Based on the above determination, as of April 30, 2005, the Company reclassified
$5,732,116 of common stock subject to registration rights from shareholders'
equity and into temporary equity. For the six months ended October 31, 2005,
certain of these common shares were sold by the investors; therefore the Company
is no longer subject to performance for these shares under the registration
rights agreement. Accordingly, the company reclassified $3,156,695 of common
stock subject to registration from temporary equity and into shareholders'
equity, resulting in $2,575,421 of temporary equity as of October 31, 2005.
In addition, the Company measured the initial fair value of the warrants on the
closing date at $3,408,833 and reclassified the fair value of the warrants from
shareholders' equity and into warrant liability. At the end of each reporting
period, the value of the warrants is re-measured based on the fair value of the
underlying shares, and changes to the warrant liability and related "gain or
loss in fair value of the warrants" is recorded as a non-cash charge or credit
to earnings. The warrant liability will be reclassified to shareholders' equity
when the Company is no longer subject to performance under the registration
rights agreement.
At April 30, 2005, the warrant liability was $1,994,570, due to changes in the
fair value of the warrant liability. At October 31, 2005, the warrant liability
increased to $3,722,252 due principally to the increase in the market value of
the Company's common stock. The fair value of the warrants was estimated using
the Black-Scholes option-pricing model, with the following assumptions for the
three and six months ended October 31, 2005: risk-free interest rate of 4.16% to
4.47%, dividend yield of 0%, expected life of 6.04 to 6.29 years and volatility
range of 29.1% to 35.5% were used.
12
WPCS INTERNATIONAL INCORPORATED AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
As a result, for the three months ended October 31, 2005, the Company recorded a
non-cash gain on fair value of warrants of $2,382,912. For the six months ended
October 31, 2005, the non-cash loss on fair value of warrants was $1,727,682.
The net increase in the loss on fair value of warrants is due principally to the
increase in the market value of the common stock of the Company. The non-cash
loss on fair value of warrants has no effect on the Company's cash flows or
liquidity.
NOTE 3 - SUMMARY OF SELECTED SIGNIFICANT ACCOUNTING POLICIES
A summary of selected significant accounting policies consistently applied in
the preparation of the accompanying condensed consolidated financial statements
follows (additional policies are set forth in the Company's annual report on
Form 10-KSB):
Goodwill
In accordance with the guidelines of Statement of Financial Standards ("SFAS")
No. 142, "Goodwill and Other Intangible Assets", goodwill and indefinite-lived
intangible assets are no longer amortized but are assessed for impairment on at
least an annual basis. SFAS No. 142 also requires that intangible assets with
estimable useful lives be amortized over their respective estimated useful lives
to their estimated residual values, and reviewed for impairment.
SFAS No. 142 requires that goodwill be tested for impairment at least annually,
utilizing a two-step methodology. The initial step requires the Company to
determine the fair value of the business acquired (reporting unit) and compare
it to the carrying value, including goodwill, of such business (reporting unit).
If the fair value exceeds the carrying value, no impairment loss would be
recognized. However, if the carrying value of the reporting unit exceeds its
fair value, the goodwill of the unit may be impaired. The amount, if any, of the
impairment is then measured in the second step based on the excess, if any, of
the reporting unit's carrying value over its fair value.
The Company determines the fair value of the businesses acquired for purposes of
the initial test primarily by using a discounted cash flow valuation technique.
Significant estimates used in the valuation include estimates of future cash
flows, both future short-term and long-term growth rates, and estimated cost of
capital for purposes of arriving at a discount factor. The Company performs its
annual impairment test during the fourth quarter absent any interim impairment
indicators.
Changes in goodwill during the six months ended October 31, 2005 are as follows:
Beginning balance, May 1, 2005 $ 13,961,642
Additional transaction costs for prior acquisitions 2,675
Clayborn acquisition purchase price adjustment 48,803
Quality acquisition purchase price adjustments 95,163
------------
Ending balance, October 31, 2005 $14,108,283
============
Revenue recognition
The Company generates its revenue by providing engineering and deployment
services for wireless infrastructure services and specialty communication
systems. The Company provides a range of engineering services including site
design, construction, product integration, structured cabling, network security,
project management and technical support.
The Company records revenue and profit on these contracts on a
percentage-of-completion basis using the cost-to-cost method. Contracts in
process are valued at cost plus accrued profits less earned revenues and
progress payments on uncompleted contracts. Contracts are generally considered
substantially complete when engineering is completed and/or site construction is
completed. The Company includes in operations pass-through revenue and costs on
cost-plus contracts, which are customer-reimbursable materials, equipment and
subcontractor costs, when the Company determines that it is responsible for the
engineering specification, procurement and management of such cost components on
behalf of the customer.
13
WPCS INTERNATIONAL INCORPORATED AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
The Company has numerous contracts that are in various stages of completion.
Such contracts require estimates to determine the appropriate cost and revenue
recognition. Cost estimates are reviewed monthly on a contract-by-contract
basis, and are revised periodically throughout the life of the contract such
that adjustments to profit resulting from revisions are made cumulative to the
date of the revision. Significant management judgments and estimates, including
the estimated cost to complete projects, which determines the project's percent
complete, must be made and used in connection with the revenue recognized in the
accounting period. Current estimates may be revised as additional information
becomes available. If estimates of costs to complete long-term contracts
indicate a loss, provision is made currently for the total loss anticipated.
Earnings (Loss) per Share
Earnings (loss) per common share is computed pursuant to SFAS No. 128, "Earnings
Per Share" ("EPS"). Basic income per common share is computed as net income
divided by the weighted average number of common shares outstanding for the
period. Diluted EPS reflects the potential dilution that could occur from common
stock issuable through stock options, restrictive stock awards, warrants and
other convertible securities. At October 31, 2005, the Company had 800,154 stock
options and 2,509,671 warrants outstanding which are potentially dilutive
securities. At October 31, 2004, the Company had 408,207 stock options and
425,784 warrants outstanding which were potentially dilutive securities.
For the three months ended October 31, 2005, 568,651 stock options and 2,509,671
warrants were not included in the computation of fully diluted earnings per
share, because the stock option and warrant exercise prices exceeded the market
price of the common stock and, therefore, the effects would be antidilutive. The
assumed conversion of the remaining 231,503 stock options resulted in a 15,528
share increase in weighted average shares for fully diluted earnings per share.
For the six months ended October 31, 2005, 747,818 stock options and 2,509,671
warrants were not included in the computation of fully diluted earnings per
share, because the stock option and warrant exercise prices exceeded the market
price of the common stock and, therefore, the effects would be antidilutive. The
assumed conversion of the remaining 52,336 stock options resulted in a 8,624
share increase in weighted average shares for fully diluted earnings per share.
Equity Issued with Registration Rights
In connection with sales of our common stock and warrants to certain investors
during the third fiscal quarter ended January 31, 2005, the Company granted
certain registration rights that provide for liquidated damages in the event of
failure to timely perform under the agreements. Although the common stock
purchase agreement does not provide for net-cash settlement, the existence of
liquidated damages provides for a defacto net-cash settlement option. Therefore,
common stock subject to such liquidated damages does not meet the tests required
for shareholders' equity classification, and accordingly has been reflected
between liabilities and equity in the accompanying consolidated balance sheet as
of October 31, 2005 until the conditions are eliminated.
Warrant Liability
In connection with the sale of certain equity instruments in the third fiscal
quarter ended January 31, 2005, as described above, the Company issued
freestanding warrants. Although the terms of the warrants do not provide for
net-cash settlement, in certain circumstances, physical or net-share settlement
is deemed to not be within the Company's control and, accordingly, the Company
is required to account for these freestanding warrants as a derivative financial
instrument liability, rather than as shareholders' equity.
14
WPCS INTERNATIONAL INCORPORATED AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
The warrant liability is initially measured and recorded at its fair value, and
is then re-valued at each reporting date, with changes in the fair value
reported as non-cash charges or credits to earnings. For warrant-based
derivative financial instruments, the Black-Scholes option pricing model is used
to value the warrant liability.
The classification of derivative instruments, including whether such instruments
should be recorded as liabilities or as equity, is re-assessed at the end of
each reporting period. Derivative instrument liabilities are classified in the
balance sheet as current or non-current based on whether or not net-cash
settlement of the derivative instrument could be required within 12 months of
the balance sheet date.
The Company does not use derivative instruments to hedge exposures to cash flow,
market, or foreign currency risks.
Use of Estimates
In preparing financial statements in conformity with accounting principles
generally accepted in the United States of America, management is required to
make estimates and assumptions that affect the reported amounts of assets and
liabilities and the disclosure of contingent assets and liabilities at the date
of the financial statements and revenues and expenses during the reporting
period. The most significant estimates relate to the calculation of
percentage-of-completion on uncompleted contracts, allowance for doubtful
accounts, valuation of inventory, useful life of customer lists, deferred tax
valuation allowance, the fair values of the assets and liabilities of purchased
businesses and the factors related to determining if goodwill is impaired.
Actual results could differ from those estimates.
NOTE 4- ACQUISITIONS
In accordance with SFAS No. 141, "Business Combinations", acquisitions are
accounted for under the purchase accounting method of accounting. Under the
purchase method of accounting, assets acquired and liabilities assumed are
recorded at their estimated fair values. Goodwill is recorded to the extent the
purchase price consideration, including certain acquisition and closing costs,
exceeds the fair value of the net identifiable assets acquired at the date of
the acquisition.
Quality
On November 24, 2004, the Company acquired all of the issued and outstanding
common stock of Quality. The aggregate consideration paid by the Company to the
Quality selling shareholders, net of acquisition transaction costs of $176,356,
was $7,457,913, of which $6,700,000 was paid at closing. Additional purchase
price adjustments of $757,913 were paid in June 2005 to settle working capital
adjustments and income tax reimbursements related to the Company electing to
make an Internal Revenue Code 338 (h) (10) election. For income tax purposes,
this election results in a stepped up basis of assets and liabilities and will
result in future income tax deductions.
Quality is a Lakewood, New Jersey based provider of specialty communication
services. The acquisition of Quality gives the Company additional project
engineering expertise for specialty communication opportunities, broadens its
customer base especially in the public safety sector and gaming industry, and
expands its geographic presence in the Northeastern United States.
A valuation of certain assets, including property and equipment, and list of
major customers was completed and the Company internally determined the fair
value of its other assets and liabilities. In determining the fair value of
acquired assets, standard valuation techniques were used including the market
and income approaches.
15
WPCS INTERNATIONAL INCORPORATED AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
The purchase price allocation, as adjusted, has been determined as follows:
Assets purchased:
Cash $ 163,674
Accounts receivable 2,124,587
Inventory 244,053
Fixed assets 460,887
Prepaid expenses 70,447
Customer lists 580,000
Other assets 6,000
Goodwill 5,591,227
-----------
9,240,875
-----------
Liabilities assumed:
Accounts payable (940,727)
Accrued expenses (271,991)
Income taxes payable (98,181)
Line of credit borrowings (135,129)
Notes payable (160,578)
-----------
(1,606,606)
-----------
Purchase price $ 7,634,269
===========
The following unaudited pro forma financial information presents the combined
results of operations of the Company and Quality for the three and six months
ended October 31, 2004 as if the acquisition had occurred on May 1, 2004, after
giving effect to certain adjustments, including the issuance of the Company's
common stock to finance the acquisition of Quality. The pro forma financial
information does not necessarily reflect the results of operations that would
have occurred had the Company and Quality been a single entity during the 2004
period.
Three months ended Six months ended
October 31, 2004 October 31, 2004
----------------- ------------------
(Unaudited) (Unaudited)
Revenue $13,171,376 $22,880,061
Net income $176,302 $340,129
Weighted average number of shares used in calculation:
Basic net income per share 3,821,385 3,821,385
Diluted net income per share 3,861,684 3,888,049
Pro forma net income per common share:
Basic $ 0.05 $ 0.09
Diluted $ 0.05 $ 0.09
Customer lists are amortized over a period of five to six years from the date of
acquisition. The Company recorded amortization expense related to customer lists
of $74,000 and $39,000 for the three months ended October 31, 2005 and 2004,
respectively, and $149,000 and $79,000 for the six months ended October 31, 2005
and 2004, respectively. With the exception of goodwill related to the Quality
acquisition, any future goodwill impairments are not deductible for income tax
purposes.
16
WPCS INTERNATIONAL INCORPORATED AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
NOTE 5 - COSTS AND ESTIMATED EARNINGS ON UNCOMPLETED CONTRACTS
Costs and estimated earnings on uncompleted contracts consist of the following
at October 31, 2005:
Costs incurred on uncompleted contracts $ 23,655,301
Estimated contract profit 4,716,213
-------------
28,371,514
Less: billings to date 28,008,088
-------------
Net costs in excess $ 363,426
=============
Costs and estimated earnings in excess of billings $ 1,966,928
Billings in excess of costs and estimated earnings
on uncompleted contracts (1,603,502)
-------------
Net costs in excess $ 363,426
=============
NOTE 6 - RELATED PARTY TRANSACTIONS
In connection with the acquisition of Walker, the Company assumed a ten-year
lease with a trust, of which a certain officer of the Company is the trustee,
for a building and land located in Fairfield, California, which is occupied by
its Walker subsidiary. For each of the six months ended October 31, 2005 and
2004, the rent paid for this lease was $44,000.
In connection with the acquisition of Clayborn, an additional $1,100,000 is due
by September 30, 2007, payable in quarterly distributions to the former Clayborn
shareholders, by payment of 50% of the quarterly post tax profits, as defined,
of Clayborn and the payment of the remainder on that date. Through October 31,
2005, payments of $50,000 have been made to the former Clayborn shareholders and
the total remaining due is $1,050,000.
In connection with the acquisition of Heinz, a $200,000 non-interest bearing
promissory note was issued. Of the $200,000, $75,000 was paid in April 2005,
$75,000 is payable on the second anniversary of the closing date and $50,000 is
payable on the third anniversary of the closing date.
In connection with the acquisition of Quality, approximately $758,000 of
additional purchase price consideration was paid to the selling shareholders in
June 2005 for working capital adjustments and income tax reimbursements.
NOTE 7 - LINE OF CREDIT
On June 3, 2005, the Company entered into a credit agreement with a commercial
bank. The credit agreement (the "Credit Agreement") provides for a revolving
line of credit in an amount not to exceed $5,000,000, together with a letter of
credit facility not to exceed $500,000. The Company also entered into security
agreements with the bank, pursuant to which each subsidiary granted a security
interest to the bank in all of their assets.
Under the terms of the Credit Agreement, the Company is permitted to borrow up
to $3,000,000 under the revolving credit line, based upon eligible receivables.
Once the Company has provided financial statements to the bank which evidence
that the Company has earnings before interest, taxes, depreciation and
amortization of (i) $750,000 for the quarter ended July 31, 2005, (ii) $750,000
for the quarter ended October 31, 2005, and (iii) $2,500,000 for the year ended
April 30, 2006, the revolving commitment amount will be increased to $5,000,000.
The Credit Agreement contains customary covenants, including but not limited to
(i) restrictions on the permitted ratio of total unsubordinated liabilities to
tangible net worth plus subordinated indebtedness, (ii) the Company's total
tangible net worth, (iii) working capital, (iv) minimum earnings before
interest, taxes, depreciation and amortization, and (v) dividend restrictions.
As of October 31, 2005, the Company was in compliance with the Credit Agreement
covenants. The loan commitment expires on August 31, 2008. The Company may
prepay the loan at any time.
17
WPCS INTERNATIONAL INCORPORATED AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
The loan under the revolving credit line bears interest at a rate equal to
either the bank's reference rate plus one half (0.5%) percent, or LIBOR plus two
and three-quarters (2.75%) percent, as the Company may request (6.625% as of
October 31, 2005). The Company paid a facility fee to the bank of $50,000 on the
closing date. In addition to the loan, a $500,000 letter of credit was also
re-issued in favor of Walker's surety bonding company for performance and
payment bond collateral requirements.
The Company used the initial funds provided by the loan, in the gross amount of
$3,000,000, to repay existing bank debt at Walker of approximately $672,000, for
the payment of approximately $758,000 to the former shareholders of our Quality
subsidiary for monies due to them pursuant to the terms of the purchase of their
company, and for working capital.
NOTE 8 - STOCK OPTION PLANS
In September 2005, the Company adopted the 2006 Incentive Stock Plan, under
which officers, directors, key employees or consultants may be granted options.
Under the 2006 Incentive Stock Plan, 400,000 shares of common stock were
reserved for issuance upon the exercise of stock options, stock awards or
restricted stock. Under the terms of the 2006 Incentive Stock Plan, stock
options are granted at exercise prices equal to the fair market value of the
common stock at the date of grant, and become exercisable and expire in
accordance with the terms of the stock option agreement between the optionee and
the Company at the date of grant. Through October 31, 2005, options to purchase
380,000 shares were granted at exercise prices ranging from $6.14 to $6.61. At
October 31, 2005, there were 20,000 options to purchase shares available for
issuance under the 2006 Incentive Stock Plan.
The Company established a nonqualified stock option plan pursuant to which
options to acquire a maximum of 416,667 shares of the Company's common stock
were reserved for grant (the "2002 Plan"). Under the terms of the 2002 Plan, the
options, which expire one to five years after grant, are exercisable at prices
equal to the fair market value of the stock at the date of the grant and become
exercisable in accordance with terms established at the time of the grant. At
October 31, 2005, there were no shares available for grant under the 2002 Plan.
From time to time, the Company issued stock options to employees outside the
Plan. Through October 31, 2005, the Company had issued 3,487 stock options to
employees outside the Plan that remained outstanding.
As currently permitted by SFAS 123, "Accounting for Stock-Based Compensation,"
the Company has elected to continue to account for its stock-based compensation
plans in accordance with the intrinsic-value-based method of accounting
prescribed by Accounting Principles Board Opinion No. 25 ("APB 25"), "Accounting
for Stock Issued to Employees". Under APB 25, compensation expense is recorded
on the date of grant only if the current market price of the underlying stock
exceeds the exercise price. The exercise price of all options granted to
employees has been equal to or greater than the fair market value at the date of
grant and, accordingly, the Company has not recognized compensation expense
associated with its stock option plans. By making that election, the Company is
required under SFAS 123 to provide pro forma disclosures of net income and net
income per common share as if the fair value based method of accounting had been
applied.
The Company applies the intrinsic value method in accounting for its stock-based
compensation plan. Had the Company measured compensation under the fair value
based method for stock options granted and amortized the cost over the related
vesting period, the Company's net income (loss) and net income (loss) per share
would have been as follows:
18
WPCS INTERNATIONAL INCORPORATED AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
Three months ended Six months ended
October 31, October 31,
2005 2004 2005 2004
---- ---- ---- ----
Net income (loss), as reported $3,167,717 $ 31,283 $ (627,599) $ 107,658
Deduct total stock-based employee compensation
expense determined under fair value based method
for all awards, net of tax 60,462 340,763 73,143 375,991
---------- ---------- ---------- ----------
Net income (loss), pro forma $3,107,255 $(309,480) $ (700,742) $ (268,333)
========== ========== ========== ==========
Basic net income (loss) per share
As reported $ 0.82 $ 0.02 $ (0.16) $ 0.06
Pro forma $ 0.81 $ (0.18) $ (0.18) $ (0.15)
Diluted net income (loss) per share
As reported $ 0.82 $ 0.02 $ (0.16) $ 0.06
Pro forma $ 0.80 $ (0.18) $ (0.18) $ (0.15)
The fair value of each option granted was estimated on the date of grant using
the Black-Scholes Option pricing model with the following assumptions. For the
three and six months ended October 31, 2005, risk-free interest rate of 3.81%,
dividend yield of 0%, expected life of 5 years and volatility range of 29.1% to
35.5% were used. For the three and six months ended October 31, 2004, risk-free
interest rate of 3.51%, dividend yield of 0%, expected life of 5 years and
volatility of 44.9% were used.
SFAS 123(R) (revised December 2004), "Share-Based Payment," a revision of SFAS
123, established accounting and disclosure requirements using a fair-value-based
method of accounting for stock-based employee compensation plans. As a result of
the revisions to SFAS 123, the Company will be required to expense the fair
value of employee stock options beginning with its quarter ending July 31, 2006.
The revised standard will require the Company to expense the fair value of
employee stock options and other share-based payments over the service period.
The new standard may be adopted in one of three ways - the modified prospective
transition method, a variation of the modified prospective transition method or
the modified retrospective transition method. We are currently evaluating how we
will adopt the standard and evaluating the effect that the adoption of SFAS
123(R) will have on our financial position or results of operations, although it
is likely that we will have to recognize additional compensation expense in
periods after adoption.
NOTE 9 - SEGMENT REPORTING
The Company's reportable segments are determined and reviewed by management
based upon the nature of the services, the external customers and customer
industries and the sales and distribution methods used to market the products.
The Company has two reportable segments: wireless infrastructure services and
specialty communication systems. Management evaluates performance based upon
income (loss) before income taxes. Corporate loss includes corporate salaries
and external professional fees, such as accounting, legal and investor relations
costs which are not allocated to the other subsidiaries. Corporate assets
include cash, prepaid expenses and deferred tax assets. Segment results for the
three and six months ended October 31, 2005 and 2004 are as follows.
19
WPCS INTERNATIONAL INCORPORATED AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
For Three Months Ended October 31, 2005 For Three Months Ended October 31, 2004
Wireless Specialty Wireless Specialty
Corporate Infrastructure Communication Total Corporate Infrastructure Communication Total
---------- -------------- ------------- ------------ --------- -------------- ------------- -----------
Revenue $ - $ 2,255,503 $ 11,994,740 $ 14,250,243 $ - $ 2,751,419 $ 7,543,847 $10,295,266
Income (loss)
before income
taxes $2,024,146 $ 233,336 $ 1,419,260 $ 3,676,742 $(272,630) $ 442,476 $ (134,024) $35,822
As of/for Six Months Ended October 31, 2005 As of/for Six Months Ended October 31, 2004
Wireless Specialty Wireless Specialty
Corporate Infrastructure Communication Total Corporate Infrastructure Communication Total
----------- -------------- ------------- ------------ --------- -------------- ------------- -----------
Revenue $ - $ 3,819,678 $ 22,602,204 $ 26,421,882 $ - $ 5,207,507 $ 12,366,912 $17,574,419
Income (loss)
before income
taxes $(2,607,851) $ 378,590 $ 2,322,770 $ 93,509 $(675,161) $ 817,655 $ 37,059 $ 179,553
Goodwill $ - $ 2,482,085 $ 11,626,198 $ 14,108,283 $ - $ 2,651,161 $ 5,986,168 $ 8,637,329
Total assets $ 1,868,055 $ 5,362,382 $ 27,114,673 $ 34,345,110 $ 240,270 $ 4,893,725 $ 15,338,693 $20,472,688
20
WPCS INTERNATIONAL INCORPORATED AND SUBSIDIARIES
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with the unaudited
condensed consolidated financial statements and notes thereto set forth in Item
1 of this Quarterly Report. In addition to historical information, this
discussion and analysis contains forward-looking statements that involve risks,
uncertainties and assumptions, which could cause actual results to differ
materially from Management's expectations. Factors that could cause differences
include, but are not limited to, expected market demand for the Company's
services, fluctuations in pricing for materials, and competition.
Overview
WPCS International Incorporated is an engineering company that focuses on the
implementation requirements of wireless technology and specialty communication
systems. We provide a range of services including site design, product
integration, security, structured cabling, construction and project management.
As a result of the acquisitions of Invisinet, Inc. on November 13, 2002 and
Walker Comm, Inc. on December 30, 2002, we experienced significant growth in our
overall business and commenced operations in two segments, specialty
communication systems and wireless infrastructure services. With the
acquisitions of Clayborn Contracting Group, Inc. and Heinz Corporation in fiscal
2004 and Quality Communications & Alarm Company in fiscal 2005, we experienced
additional growth in each of these segments.
Results of Operations
Management currently considers the following events, trends and uncertainties to
be important to understand its results of operations and financial condition:
o We operate in two segments, specialty communication systems and
wireless infrastructure services. With the acquisition of Quality in
the third quarter of fiscal 2005, we experienced additional expansion
of the specialty communication segment.
o For the three months ended October 31, 2005, the specialty
communication segment represents approximately 84% of total revenue,
and wireless infrastructure services represent approximately 16% of
total revenue. For the six months ended October 31, 2005, the
specialty communication segment represents approximately 86% of total
revenue, and wireless infrastructure services represent approximately
14% of total revenue.
o Our primary goal is to focus on organic growth opportunities. We will
also consider strategic acquisitions of companies familiar with
wireless infrastructure and specialty communication systems. The goal
for any future acquisition will be to expand the product and service
offerings, to strengthen our project services capabilities, expand our
customer base and add accretive revenue and earnings.
o As of October 31, 2005, our backlog is approximately $19,200,000. Our
backlog is comprised of the uncompleted portion of services to be
performed under job-specific contracts or purchase orders. We expect
this backlog to be fully recognized as revenue within the next eight
months.
21
WPCS INTERNATIONAL INCORPORATED AND SUBSIDIARIES
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
o In connection with sales of our common stock and warrants to certain
investors during the third fiscal quarter ended January 31, 2005, we
granted certain registration rights that provide for liquidated
damages in the event of failure to timely perform under the
agreements. The SEC recently announced its preferred interpretation of
the accounting for common stock and warrants with registration rights
under EITF 00-19. The SEC concluded that for agreements containing
registration rights where significant liquidated damages could be
required to be paid to the holder of the instrument in the event the
issuer fails to maintain the effectiveness of a registration statement
for a preset time period, the common stock subject to such liquidated
damages does not meet the tests required for shareholders' equity
classification, and accordingly must be been reflected as temporary
equity in the balance sheet until the conditions are eliminated. In
analyzing instruments under EITF 00-19, the SEC concluded that the
likelihood or probability related to the failure to maintain an
effective registration statement is not a factor.
Historically, we classified the common stock and warrants with
registration rights described above as shareholders' equity, as we
believed these securities met the requirements necessary to record
them as shareholders' equity. After further review in accordance with
the SEC's recent preferred interpretation of EITF 00-19 as it relates
to these common shares and warrants subject to registration rights, we
have concluded that our financial statements for the year ended April
30, 2005, and interim periods ended January 31, 2005, July 31,2005,
and October 31, 2005, will be restated. The restatement includes the
reclassification of common stock subject to registration rights from
shareholders' equity and into temporary equity, and the
reclassification of the liability for the fair value of the warrants
from shareholders' equity and into warrant liability as of the closing
date (November 16, 2004).
Based on the above determination, as of April 30, 2005, we
reclassified $5,732,116 of common stock subject to registration rights
from shareholders' equity and into temporary equity. For the six
months ended October 31, 2005, certain of these common shares were
sold by the investors; therefore we are no longer subject to
performance for these shares under the registration rights agreement.
Accordingly, we reclassified $3,156,695 of common stock subject to
registration from temporary equity and into shareholders' equity,
resulting in $2,575,421 of temporary equity as of October 31, 2005.
In addition, we measured the initial fair value of the warrants on the
closing date at $3,408,833 and reclassified the fair value of the
warrants from shareholders' equity and into warrant liability. At the
end of each reporting period, the value of the warrants is re-measured
based on the fair value of the underlying shares, and changes to the
warrant liability and related "gain or loss in fair value of the
warrants" is recorded as a non-cash charge or credit to earnings. The
warrant liability will be reclassified to shareholders' equity when we
are no longer subject to performance under the registration rights
agreement.
At April 30, 2005, the warrant liability was $1,994,570, due to
changes in the fair value of the warrant liability. At October 31,
2005, the warrant liability increased to $3,722,252 due principally to
the increase in the market value of our common stock. The fair value
of the warrants was estimated using the Black-Scholes option-pricing
model, with the following assumptions for the three and six months
ended October 31, 2005: risk-free interest rate of 4.16% to 4.47%,
dividend yield of 0%, expected life of 6.04 to 6.29 years and
volatility range of 29.1% to 35.5% were used.
As a result, for the six months ended October 31, 2005, we recorded a
non-cash loss on fair value of warrants of $1,727,682. The increase in
the loss on fair value of warrants is due principally to the increase
in the market value of our common stock. The non-cash loss on fair
value of warrants has no effect on our cash flows or liquidity.
22
WPCS INTERNATIONAL INCORPORATED AND SUBSIDIARIES
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED OCTOBER 31, 2005 COMPARED TO
THE THREE MONTHS ENDED OCTOBER 31, 2004
Consolidated results for the three months ended October 31, 2005 and 2004 are as
follows.
Three Months Ended
October 31,
2005 2004
-------------- ---------- --------------- ---------
REVENUE $ 14,250,243 100.0% $ 10,295,266 100.0%
-------------- ---------- --------------- ---------
COSTS AND EXPENSES:
Cost of revenue 10,339,132 72.6% 8,604,711 83.6%
Selling, general and administrative expenses 2,351,653 16.5% 1,518,421 14.8%
Depreciation and amortization 209,593 1.4% 124,662 1.2%
-------------- ---------- --------------- ---------
Total costs and expenses 12,900,378 90.5% 10,247,794 99.6%
-------------- ---------- --------------- ---------
OPERATING INCOME 1,349,865 9.5% 47,472 0.4%
OTHER EXPENSE:
Interest expense 56,035 0.4% 11,650 0.1%
(Gain) loss on fair value of warrants (2,382,912) (16.7%) - 0.0%
-------------- ---------- --------------- ---------
INCOME BEFORE INCOME TAX PROVISION 3,676,742 25.8% 35,822 0.3%
Income tax provision 509,025 3.6% 4,539 0.0%
-------------- ---------- --------------- ---------
NET INCOME $ 3,167,717 22.2% $ 31,283 0.3%
============== ========== =============== =========
Revenue
We generate our revenue by providing engineering and deployment services for
wireless infrastructure services and specialty communication systems. We provide
a range of engineering services including site design, construction, product
integration, structured cabling, network security, project management and
technical support.
Revenue for the three months ended October 31, 2005 was approximately
$14,250,000, as compared to $10,295,000 for the three months ended October 31,
2004. The increase in revenue for the three months was primarily attributable to
the acquisition of Quality on November 24, 2004.
Total revenue from the specialty communication segment for the three months
ended October 31, 2005 and 2004 was approximately $11,995,000 or 84.2% and
$7,544,000 or 73.3% of total revenue, respectively. Wireless infrastructure
segment revenue for the three months ended October 31, 2005 and 2004 was
approximately $2,255,000 or 15.8% and $2,751,000 or 26.7% of total revenue,
respectively.
23
WPCS INTERNATIONAL INCORPORATED AND SUBSIDIARIES
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Cost of Revenue
Cost of revenue consists of direct costs on contracts, materials, direct labor,
third party subcontractor services, union benefits and other overhead costs. Our
cost of revenue was approximately $10,339,000 or 72.5% of revenue for the three
months ended October 31, 2005, compared to $8,605,000 or 83.6% for the same
period of the prior year. The dollar increase in our total cost of revenue is
due primarily to the corresponding increase in revenue as a result of the
acquisition of Quality. The decrease in cost of revenue as a percent of revenue
is due to the revenue mix attributable to contract revenue from Walker, Clayborn
and Heinz and to the recent acquisition of Quality.
The specialty communication segment cost of revenue and cost of revenue as a
percentage of revenue for the three months ended October 31, 2005 and 2004 was
approximately $8,599,000 and 71.7% and $6,573,000 and 87.1%, respectively. The
decrease in cost of revenue as a percentage of revenue is due to the revenue mix
attributable to contract revenue from Walker, Clayborn and Quality.
Wireless infrastructure segment cost of revenue and cost of revenue as a
percentage of revenue for the three months ended October 31, 2005 and 2004 was
approximately $1,740,000 and 77.1% and $2,032,000 and 73.8%, respectively. The
increase in cost of revenue as a percentage of revenue is due to the revenue mix
attributable to contract revenue from Heinz.
Selling, general and administrative expenses
For the three months ended October 31, 2005, total selling, general and
administrative expenses were $2,352,000, or 16.5% of total revenue compared to
$1,518,000 or 14.8% of revenue for the same period in the prior year. Included
in selling, general and administrative expenses for the three months ended
October 31, 2005 are $1,359,000 for salaries, commissions, and payroll taxes.
The increase in salaries and payroll taxes compared to the same period in the
prior year is due to the increase in headcount as a result of the acquisition of
Quality. Professional fees were $88,000, which include accounting, legal and
investor relation fees. Insurance costs were $377,000 and rent for office
facilities was $96,000. Automobile and other travel expenses were $168,000.
Other selling, general and administrative expenses totaled $264,000. For the
three months ended October 31, 2005, total selling, general and administrative
expenses for the specialty communication and wireless infrastructure segments
were $1,803,000 and $255,000, respectively.
For the three months ended October 31, 2004, selling, general and administrative
expenses were $1,518,000 or 14.7% of revenue. Included in the selling, general
and administrative expenses were $702,000 for salaries, commissions and payroll
taxes, $127,000 in professional fees, and insurance costs of $325,000. Rent for
our office facilities amounted to $91,000. Automobile and other travel expenses
were $64,000. Other selling, general and administrative expenses totaled
$209,000. For the three months ended October 31, 2004, total selling, general
and administrative expenses for the specialty communication and wireless
infrastructure segments were $994,000 and $258,000, respectively.
Depreciation and amortization
For the three months ended October 31, 2005 and 2004, depreciation was
approximately $135,000 and $86,000, respectively. The increase in depreciation
is due to the purchase of property and equipment and the acquisition of fixed
assets from acquiring Quality. The amortization of customer lists for the three
months ended October 31, 2005 was $75,000 as compared to $39,000 for the same
period of the prior year. The increase in amortization is due to the acquisition
of Quality customer lists. All customer lists are amortized over a period of
five to six years from the date of their acquisition.
24
WPCS INTERNATIONAL INCORPORATED AND SUBSIDIARIES
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Gain on Fair Value of Warrants
Gain on fair value of warrants for the three months ended October 31, 2005 was
approximately $2,383,000. The gain is due principally to the decrease in the
market value of our common stock. The gain represents the unrealized non-cash
change in the fair value of certain warrants for the quarter, using the
Black-Scholes option pricing model. The non-cash gain on fair value of warrants
has no impact on our cash flows or liquidity.
Net income
Net income was approximately $3,168,000 for the three months ended October 31,
2005. Net income is net of federal and state income tax expense of approximately
$509,000. The variation in effective tax rates between periods (39% in 2005 and
13% in 2004) is primarily due to certain income tax benefits recorded for the
three months ended October 31, 2004.
We recognized net income of approximately $31,000 for the three months ended
October 31, 2004. Income tax of approximately $5,000 was provided for federal
and state income taxes and was less than the amount based on the statutory rate
as described above.
RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED OCTOBER 31, 2005 COMPARED TO THE
SIX MONTHS ENDED OCTOBER 31, 2004
Consolidated results for the six months ended October 31, 2005 and 2004 are as
follows.
Six Months Ended
October 31,
2005 2004
-------------- --------- --------------- ---------
REVENUE $ 26,421,882 100.0% $ 17,574,419 100.0%
-------------- --------- --------------- ---------
COSTS AND EXPENSES:
Cost of revenue 19,469,223 73.7% 14,224,298 80.9%
Selling, general and administrative expenses 4,615,608 17.5% 2,911,112 16.6%
Depreciation and amortization 421,060 1.6% 246,693 1.4%
-------------- --------- --------------- ---------
Total costs and expenses 24,505,891 92.8% 17,382,103 98.9%
-------------- --------- --------------- ---------
OPERATING INCOME 1,915,991 7.2% 192,316 1.1%
OTHER EXPENSE:
Interest expense 94,800 0.4% 12,763 0.1%
Loss on fair value of warrants 1,727,682 6.5% - 0.0%
-------------- --------- --------------- ---------
INCOME BEFORE INCOME TAX PROVISION 93,509 0.3% 179,553 1.0%
Income tax provision 721,108 2.7% 71,895 0.4%
-------------- --------- --------------- ---------
NET INCOME (loss) $ (627,599) (2.4%) $ 107,658 0.6%
============== ========= =============== =========
25
WPCS INTERNATIONAL INCORPORATED AND SUBSIDIARIES
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Revenue
Revenue for the six months ended October 31, 2005 was approximately $26,422,000,
as compared to $17,574,000 for the six months ended October 31, 2004. The
increase in revenue for the six months was primarily attributable to the
acquisition of Quality on November 24, 2004.
Total revenue from the specialty communication segment for the six months ended
October 31, 2005 and 2004 was approximately $22,602,000 or 85.5% and $12,367,000
or 70.4% of total revenue, respectively. Wireless infrastructure segment revenue
for the six months ended October 31, 2005 and 2004 was approximately $3,820,000
or 14.5% and $5,208,000 or 29.6% of total revenue, respectively.
Cost of Revenue
Cost of revenue consists of direct costs on contracts, materials, direct labor,
third party subcontractor services, union benefits and other overhead costs. Our
cost of revenue was approximately $19,469,000 or 73.7% of revenue for the six
months ended October 31, 2005, compared to $14,224,000 or 80.9% for the same
period of the prior year. The dollar increase in our total cost of revenue is
due to the corresponding increase in revenue as a result of the acquisition of
Quality. The decrease in cost of revenue as a percent of revenue is due to the
revenue mix attributable to contract revenue from Walker, Clayborn and Heinz and
to the recent acquisition of Quality.
The specialty communication segment cost of revenue and cost of revenue as a
percentage of revenue for the six months ended October 31, 2005 and 2004 was
approximately $16,580,000 and 73.3% and $10,401,000 and 84.1%, respectively. The
decrease in cost of revenue as a percentage of revenue is due to the revenue mix
attributable to contract revenue from Walker and Clayborn and the acquisition of
Quality.
Wireless infrastructure segment cost of revenue and cost of revenue as a
percentage of revenue for the six months ended October 31, 2005 and 2004 was
approximately $2,889,000 and 75.6% and $3,824,000 and 73.4%, respectively. The
increase in cost of revenue as a percentage of revenue is due to the revenue mix
attributable to contract revenue from Heinz and Invisinet.
Selling, general and administrative expenses
For the six months ended October 31, 2005, total selling, general and
administrative expenses were $4,616,000, or 17.5% of total revenue compared to
$2,911,000 or 16.6% of revenue for the same period in the prior year. Included
in selling, general and administrative expenses for the six months ended October
31, 2005 are $2,520,000 for salaries, commissions, and payroll taxes. The
increase in salaries and payroll taxes compared to the same period in the prior
year is due to the increase in headcount as a result of the acquisition of
Quality. Professional fees were $326,000, which include accounting, legal and
investor relation fees. Insurance costs were $688,000 and rent for office
facilities was $198,000. Automobile and other travel expenses were $368,000.
Other selling, general and administrative expenses totaled $516,000. For the six
months ended October 31, 2005, total selling, general and administrative
expenses for the specialty communication and wireless infrastructure segments
were $3,354,000 and $500,000, respectively.
For the six months ended October 31, 2004, selling, general and administrative
expenses were $2,911,000 or 16.6% of revenue. Included in the selling, general
and administrative expenses were $1,403,000 for salaries, commissions and
payroll taxes, $330,000 in professional fees, and insurance costs of $491,000.
Rent for our office facilities amounted to $157,000. Automobile and other travel
expenses were $162,000. Other selling, general and administrative expenses
totaled $368,000. For the six months ended October 31, 2004, total selling,
general and administrative expenses for the specialty communication and wireless
infrastructure segments were $1,719,000 and $525,000, respectively.
26
WPCS INTERNATIONAL INCORPORATED AND SUBSIDIARIES
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Depreciation and amortization
For the six months ended October 31, 2005 and 2004, depreciation was
approximately $272,000 and $168,000, respectively. The increase in depreciation
is due to the purchase of property and equipment and the acquisition of fixed
assets from acquiring Quality. The amortization of customer lists for the six
months ended October 31, 2005 was $149,000 as compared to $79,000 for the same
period of the prior year. The increase in amortization is due to the acquisition
of Quality customer lists. All customer lists are amortized over a period of
five to six years from the date of their acquisition.
Loss on Fair Value of Warrants
Loss on fair value of warrants for the six months ended October 31, 2005 was
approximately $1,728,000. The increase in the loss is due principally to the
increase in the market value of our common stock. The loss represents the
unrealized non-cash change in the fair value of certain warrants for the
quarter, using the Black-Scholes option pricing model. The non-cash loss on fair
value of warrants has no impact on our cash flows or liquidity.
Net income (loss)
Net loss was approximately $628,000 for the six months ended October 31, 2005.
Net loss is net of federal and state income tax expense of approximately
$721,000.
We recognized net income of approximately $108,000 for the six months ended
October 31, 2004. Net income was net of federal and state income taxes of
approximately $72,000.
Liquidity and capital resources
At October 31, 2005, we had working capital of approximately $9,442,000, which
consisted of current assets of approximately $17,486,000 and current liabilities
of $8,044,000.
Operating activities used $922,000 in cash during the six months ended October
31, 2005. This was mainly comprised of $628,000 of net loss plus $2,137,000 in
net non-cash charges, a $2,435,000 increase in accounts receivable, $750,000
increase in income taxes payable, a $1,058,000 increase in costs and estimated
earnings in excess of billings on uncompleted contracts, a $270,000 decrease in
inventory, $153,000 increase in prepaid expenses and other current assets,
$223,000 decrease in accounts payable and accrued expenses, $399,000 increase in
billings in excess of costs and estimated earnings on uncompleted contracts
payable and a $19,000 net decrease in other assets.
Our investing activities utilized $900,000 in cash during the six months ended
October 31, 2005, which consisted of $138,000 paid for property and equipment,
$758,000 for the acquisition of Quality and $4,000 paid for acquisition
transaction costs.
Our financing activities provided cash of $2,633,000 during the six months ended
October 31, 2005. Financing activities included borrowings under lines of credit
of $2,618,000, proceeds from the exercise of warrants of $300,000, debt issuance
costs of $159,000, payment of amounts due to shareholders of $50,000 and
repayments of equipment loans and capital lease obligations of approximately
$76,000.
Our capital requirements depend on numerous factors, including the market for
our services, the resources we devote to developing, marketing, selling and
supporting our business, the timing and extent of establishing additional
markets and other factors. On June 3, 2005, we entered into a credit agreement
with a different commercial bank. The credit agreement (the "Credit Agreement"),
provides for a revolving line of credit in an amount not to exceed $5,000,000,
together with a letter of credit facility not to exceed $500,000. We also
entered into security agreements, pursuant to which each subsidiary granted a
security interest to the bank in all of their assets.
27
WPCS INTERNATIONAL INCORPORATED AND SUBSIDIARIES
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Under the terms of the Credit Agreement, we are permitted to borrow up to
$3,000,000 under the revolving credit line, based upon eligible receivables.
Once we have provided financial statements which evidence that we have earnings
before interest, taxes, depreciation and amortization of (i) $750,000 for the
quarter ended July 31, 2005, (ii) $750,000 for the quarter ended October 31,
2005, and (iii) $2,500,000 for the year ended April 30, 2006, the revolving
commitment amount will be increased to $5,000,000. The Credit Agreement contains
customary covenants, including but not limited to (i) restrictions on the
permitted ratio of total unsubordinated liabilities to tangible net worth plus
subordinated indebtedness, (ii) our total tangible net worth, (iii) working
capital, (iv) minimum earnings before interest, taxes, depreciation and
amortization, and (v) dividend restrictions. As of October 31, 2005, we were in
compliance with the Credit Agreement covenants. The loan commitment expires on
August 31, 2008. We may prepay the loan at any time.
The loan under the revolving credit line bears interest at a rate equal to
either the bank's reference rate plus one half (0.5%) percent, or LIBOR plus two
and three-quarters (2.75%) percent, as the Company may request (6.625% as of
October 31, 2005). The Company paid a facility fee to the bank of $50,000 on the
closing date. In addition to the loan, a $500,000 letter of credit was also
re-issued in favor of Walker's surety bonding company for performance and
payment bond collateral requirements.
We used the initial funds provided by the loan, in the gross amount of
$3,000,000, to repay existing bank debt at Walker of approximately $672,000, for
the payment of approximately $758,000 to the former shareholders of our Quality
subsidiary for monies due to them pursuant to the terms of the purchase of their
company, and for working capital.
On November 24, 2004, we acquired Quality for the aggregate consideration of
approximately $7,500,000 in cash, net of acquisition transaction costs. A formal
purchase price allocation has been completed and the amounts assignable to
tangible assets, other intangible assets and goodwill have been determined. The
acquisition of Quality gives us additional project engineering expertise for
specialty communication opportunities, broadens our customer base especially in
the public safety sector and gaming industry, and expands our geographic
presence in the Northeastern United States.
At October 31, 2005, we had cash and cash equivalents of $1,800,000 and working
capital of approximately $9,442,000. With the funds available from the recently
obtained Credit Agreement and internally available funds, we believe that we
have sufficient capital to meet our needs through October 31, 2006. Our future
operating results may be affected by a number of factors including our success
in bidding on future contracts and our continued ability to manage controllable
costs effectively. To the extent we grow by future acquisitions that involve
consideration other than stock, our cash requirements may increase.
Recently issued accounting pronouncements
In December 2004, the FASB issued SFAS No. 123(R) (revised 2004), "Share-Based
Payment", which revises FASB Statement No. 123 and will be effective beginning
with our fiscal year ending April 30, 2007. The new standard will require us to
expense employee stock options and other share-based payments over the service
period. The FASB believes the use of a binomial lattice model for option
valuation is capable of more fully reflecting certain characteristics of
employee share options compared to the Black-Scholes options pricing model. The
new standard may be adopted in one of three ways - the modified prospective
transition method, a variation of the modified prospective transition method or
the modified retrospective transition method. We are currently evaluating how we
will adopt the standard and evaluating the effect that the adoption of SFAS
123(R) will have on our financial position or results of operations, although it
is likely that we will have to recognize additional compensation expense in
periods after adoption.
No other recently issued accounting pronouncement issued or effective after the
end of the most recent quarter is expected to have a material impact on the
Company's consolidated financial statements.
28
WPCS INTERNATIONAL INCORPORATED AND SUBSIDIARIES
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Forward Looking Statements
This Management's Discussion and Analysis of Financial Condition and Results of
Operations includes a number of forward-looking statements that reflect
Management's current views with respect to future events and financial
performance. Those statements include statements regarding the intent, belief or
current expectations of us and members of its management team as well as the
assumptions on which such statements are based. Prospective investors are
cautioned that any such forward-looking statements are not guarantees of future
performance and involve risk and uncertainties, and that actual results may
differ materially from those contemplated by such forward-looking statements.
Readers are urged to carefully review and consider the various disclosures made
by us in this report and in our other reports filed with the Securities and
Exchange Commission. Important factors currently known to Management could cause
actual results to differ materially from those in forward-looking statements. We
undertake no obligation to update or revise forward-looking statements to
reflect changed assumptions, the occurrence of unanticipated events or changes
in the future operating results over time. We believe that its assumptions are
based upon reasonable data derived from and known about our business and
operations and the business and operations of the Company. No assurances are
made that actual results of operations or the results of our future activities
will not differ materially from its assumptions.
29
WPCS INTERNATIONAL INCORPORATED AND SUBSIDIARIES
ITEM 3. CONTROLS AND PROCEDURES
a) Evaluation of disclosure controls and procedures. An evaluation as of
October 31, 2005 was performed under the supervision and with
participation of our management, including the chief executive officer
and chief financial officer, of the effectiveness of the design and
operation of our disclosure controls and procedures. Based upon that
evaluation, the chief executive officer and chief financial officer
have concluded that our disclosure controls and procedures (as defined
in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of
1934, as amended (the "Exchange Act")) were effective as of that date
to ensure that the information required to be disclosed by us in the
reports that we file under the Exchange Act is gathered, analyzed and
disclosed with adequate timeliness, accuracy and completeness.
b) Changes in internal controls. There was no change in the Company's
internal controls over financial reporting that occurred during the
period covered by this report that has materially affected, or is
reasonably likely to materially effect, the Company's internal control
over financial reporting.
30
WPCS INTERNATIONAL INCORPORATED AND SUBSIDIARIES
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
From time to time, we may become involved in various lawsuits and legal
proceedings which arise in the ordinary course of business. However, litigation
is subject to inherent uncertainties, and an adverse result in these or other
matters may arise from time to time that may harm our business. We are currently
not aware of any such legal proceedings or claims that we believe will have,
individually or in the aggregate, a material adverse affect on our business,
financial condition or operating results.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On September 14, 2005, we held our annual meeting of stockholders. During the
annual meeting, three proposals were put to the stockholders for a vote. The
stockholders approved all three proposals, including: 1) the election of five
directors to the Board of Directors; 2) ratifying the selection of J.H. Cohn LLP
as our independent registered public accounting firm for the fiscal year ending
April 30, 2006; and 3) adopting the 2006 Stock Incentive Plan and authorizing
400,000 shares for issuance thereunder.
ITEM 5. OTHER INFORMATION
Not applicable.
ITEM 6. EXHIBITS
31.1 - Certification of Principal Executive Officer pursuant to Rule
13a-14 and Rule 15d-14(a), promulgated under the Securities and
Exchange Act of 1934, as amended
31.2 - Certification of Principal Financial Officer pursuant to Rule
13a-14 and Rule 15d 14(a), promulgated under the Securities and
Exchange Act of 1934, as amended
32.1 - Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief
Executive Officer)
32.2 - Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief
Financial Officer)
31
WPCS INTERNATIONAL INCORPORATED AND SUBSIDIARIES
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.
WPCS INTERNATIONAL INCORPORATED
Date: March 31, 2006 By: /s/ JOSEPH HEATER
---------------------
Joseph Heater
Chief Financial Officer
32