News Release Details

Wi-LAN Announces Second Quarter 2006 Financial Results


" Emerging as a Key Wireless Patent Licensing Business"

Wi-LAN Inc. (TSX:WIN) ("Wi-LAN" or "the Company") today announced second quarter fiscal 2006 financial results for the three and six months ended April 30, 2006. All financial amounts are expressed in thousands of Canadian dollars, except per share amounts or unless otherwise noted.

Following an extensive review of strategic alternatives, Wi-LAN decided to focus resources on commercializing its portfolio of essential wireless technology patents. To achieve this, the Company's Board of Directors approved a plan in January 2006 to exit the products businesses, and in March 2006 to divest its engineering services business.. Upon orderly completion of the divestitures in April and May 2006, the remaining operations of Wi-LAN comprises a small staff, initially less than 10 persons, to implement the Company's patent licensing strategy using the portfolio of patents owned by the Company.

With the sale of Wi-LAN's products businesses and the discontinuance of its engineering services business during the fiscal second quarter of 2006, ending April 30th, the Company's statement of operations reflects its G&A expenses, the results of significant transactions, interest income and expense, and the net results of the discontinued businesses. The previously reported revenues and gross margins are netted in the discontinued operations line in the statement of operations, and there have been no patent licensing revenues generated to date (see comments below on the Cisco settlement).

Income Statement

                          Three months ended        Six months ended
                                    April 30,               April 30,
                               2006     2005            2006    2005
Revenues                          -        -               -       -
General & administrative
 ("G&A") expenses            (1,570)    (971)         (3,121) (1,759)
Gain on debt settlement, net  2,919        -           2,919       -
Settlement, net                   -        -           9,635       -
Earnings/(loss) from
 continuing operations        1,236     (972)         10,288  (1,842)
Loss from discontinued
 operations                  (6,412)  (1,996)        (12,074) (3,574)
Net loss                     (5,176)  (2,968)         (1,786) (5,416)

The second quarter ending April 30, 2006 was a period of corporate restructuring for Wi-LAN; incurring a net loss of $5,176, comprised of earnings from continuing operations of $1,236 and a loss from discontinued operations of $6,412. In addition to the results of the discontinued businesses, there were several unusual items that were reported in the second quarter results. Compared with the second quarter of 2005, the net loss increased due to higher losses from the discontinued businesses and higher G&A expenses, partially offset by a one-time gain on a debt settlement.
G&A expenses increased to $1,570 in the second quarter ending April 30, 2006 compared with the first quarter and prior year due to higher legal and tax services costs related to restructuring costs. Offsetting this, Wi-LAN reached an agreement with Industry Canada to terminate its agreement with Technology Partnerships Canada ("TPC"). In exchange for a one-time $1,800 cash payment to TPC, Wi-LAN was fully released from all obligations under the TPC program, and is no longer required to issue warrants to purchase Wi-LAN common stock worth $5 million. The accrued cost of the warrants, $4,719 at January 31, 2006, was credited to second quarter earnings.
The net loss for the first half of fiscal 2006 improved to a net loss of $1,786 in 2006 from a loss of $5,416 in 2005. While the loss from discontinued operations increased to $12,074 in 2006 compared with a loss of $3,574 in the same period in 2005, Wi-LAN earned $9,635 in 2006 by reaching a settlement with Cisco Systems Inc. for the purchase of non-essential patents, paid-up and prepaid royalties on certain patents, and settlement costs.
Balance Sheet

                               As at April 30,          As at October
                                         2006                31, 2006
Cash and equivalents                    3,239                   3,690
Assets of discontinued businesses       1,432                  11,290
Patents, licenses & trademarks         10,170                  10,059
Total assets                           15,254                  25,578
Debt                                        -                   4,508
Liabilities of discontinued businesses  2,604                   7,303
Shareholders' equity                   11,027                  10,916

At April 30, 2006 Wi-LAN's cash and equivalents amounted to $3,239. In its third quarter ending July 31, 2006, the Company expects to collect cash amounting to approximately $975 receivable on the sale of its products businesses plus an additional $2,196 from the sale of its engineering services business that was received in May.
"The Company has taken a number of positive steps to position itself for future success," said Steve Bower, Wi-LAN's Acting Chief Financial Officer. "In the third quarter, we plan on completing all remaining obligations pertaining to the organizational restructuring, and positioning Wi-LAN to focus all of its resources on its valuable technology patents."
During the second quarter, the Company underwent a long and costly proxy battle between the incumbent Board of Directors, and a group of concerned shareholders. This ended with a settlement whereby the two groups agreed on the following board members that were elected at the Company's Annual and Special Meeting of Shareholders on April 20, 2006:

- Dr. Hatim Zaghloul, Chairman
- Dr. Michel Fattouche
- Dr. Bob Schulz
- John Gillberry
- Bill Jenkins

Since the close of the second quarter on April 30th, Wi-LAN undertook a number of initiatives to execute on the new Board of Directors' strategy.
Consistent with its plan to enforce its patents on infringing companies, on May 16th, Wi-LAN announced that it and filed and served a lawsuit against D-Link Canada Inc, and its US subsidiary D-Link Systems Inc., in the Federal Court of Canada for infringement of one of Wi-LAN's WOFM patent utilized in IEEE802.11a/g standards.
On May 16th, Wi-LAN announced the hiring of Jim Skippen as its President and Chief Financial Officer effective June 20th. Mr. Skippen comes to Wi-LAN from MOSAID Technologies, where he was Senior Vice President Patent Licensing and General Counsel, and was responsible for managing MOSAID's highly successful patent licensing program.
On May 29th, Wi-LAN completed the final stage of its corporate restructuring, closing the sale of the engineering services division to Fujitsu Microelectronics of America (FMA) for cash proceeds of approximately $2,196 (US$2,000) plus subsequent royalties.
In order to sustain long and costly court battles, Wi-LAN announced on May 29th an agreement with underwriters to purchase 9 million common shares at a price of $0.88 each, with net cash proceeds estimated at $7.3 million. The financing is subject to certain conditions, and is expected to close on June 22, 2006.
"We are pleased with the progress that the Company made in its restructuring during the second quarter, and are very excited about Wi-LAN's future prospects in commercializing its patents," said Dr. Hatim Zaghloul, Chairman of the Board of Directors of Wi-LAN Inc. "Two tasks remain in completing Wi-LAN's transformation into a true patent licensing powerhouse. A small number of prior commitments are left to wrap-up, which relate to the discontinued businesses. In addition, upon taking office on June 22, our new CEO Jim Skippen will begin to assemble his new team of advisors and open an office in Ottawa to build on his existing contacts in the area."

Wi-LAN will conduct a conference call to discuss its second quarter results today at 11:00 A.M. eastern time (9:00 A.M. Mountain Time).
Participants calling from Canada or the Unites States should call toll-free:
+1 (877) 715-5282
Callers from other international locations may access the call at:
+1 (973) 582-2850
For those who prefer to join by webcast, the URL is:
Participants are requested to call in 10 minutes before the start of the call. The call will be webcast from Wi-LAN's website at and will be archived there.
Wi-LAN representatives will be:
Dr. Hatim Zaghloul - Chairman of the Board of Directors
Steve Bower - Acting Chief Financial Officer
A replay of the call will be available until 11:59 p.m. Eastern time on June 28, 2006 via telephone by calling +1 (877) 519-4471 or +1 (973) 341-3080 or by webcast at the same URL noted above.

Wi-LAN Inc.
Consolidated Statements of Operations and Deficit
(In thousands of Canadian dollars, except per share amounts)
                            Three Months Ended      Six Months Ended
                                      April 30,             April 30,
                                2006      2005        2006      2005
Revenues                   $       - $       -   $       - $       -
Income/(expenses) from the
 General and
  administrative expenses     (1,570)     (971)     (3,121)   (1,759)
 Depreciation and
  amortization                  (135)     (139)       (273)     (279)
 Settlement (note 4)               -         -       9,635         -
 Gain on debt settlement
  (note 5)                     2,919         -       2,919         -
 Gain on sale of property
  (note 6)                         -         -       1,145         -
 Gain on disposal of
  long-term investments            -       134           -       142
 Other income                     30       159          30       297
  Interest income                 34        51          50       111
  Interest expense on
   long-term debt                (42)     (178)        (97)     (286)
  Other interest expense           -       (28)          -       (68)
Earnings/(loss) from
 continuing operations         1,236      (972)     10,288    (1,842)
(Loss) from discontinued
 operations (notes 3 and 7)   (6,412)   (1,996)    (12,074)   (3,574)
Net (loss)                    (5,176)   (2,968)     (1,786)   (5,416)
Deficit, beginning of
 period                     (176,311) (156,371)   (179,701) (149,403)
Stock-based compensation           -         -           -    (4,520)
 Deficit, end of period    $(181,487)$(159,339)  $(181,487)$(159,339)
Earnings/(loss) per share
 - basic and diluted:
 From continuing
  operations               $    0.03 $   (0.02)  $    0.24 $   (0.04)
 Discontinued operations       (0.15)    (0.05)      (0.28)    (0.09)
 Net (loss) per share      $   (0.12)$   (0.07)  $   (0.04)$   (0.13)
See accompanying notes to consolidated interim financial statements
Wi-LAN Inc.
Consolidated Balance Sheets
(In thousands of Canadian dollars)
                                           April 30,      October 31,
                                               2006             2005
Current assets:
               Cash and equivalents       $   3,239       $    3,690
               Assets of discontinued
                businesses (note 7)           1,432           11,290
               Prepaid expenses and
                deposits                        331              453
               Current assets                 5,002           15,433
Property, plant and equipment                    82               86
Patents, licenses and trademarks (note 8)    10,170           10,059
                                          $  15,254       $   25,578
Liabilities and Shareholders' Equity
Current liabilities:
               Accounts payable and
                accrued liabilities       $   1,623       $    1,706
               Debt (note 5)                      -            4,508
               Current portion of
                deferred gain on sale
                of property                                      176
               Liabilities of
                discontinued businesses
                (note 7)                      2,604            7,303
               Current liabilities            4,227           13,693
Deferred gain on sale of property                 -              969
Shareholders' equity:
               Share capital (note 9)       186,421          184,921
               Contributed surplus
                (note 9 b)                    6,093            5,696
               Deficit                     (181,487)        (179,701)
               Shareholders' equity          11,027           10,916
Future operations (note 2)
Subsequent events (note 10)
                                          $  15,254       $   25,578
See accompanying notes to consolidated interim financial statements
Wi-LAN Inc.
Consolidated Statements of Cash Flows
(In thousands of Canadian dollars)
                            Three Months Ended      Six Months Ended
                                      April 30,             April 30,
                                2006      2005        2006      2005
Cash provided by/(used in):
 Earnings from continuing
  operations                 $ 1,236   $  (972)   $ 10,288  $ (1,842)
 Non-cash items:
  Stock-based compensation        78        50         128       150
  Depreciation and
   amortization                  135       139         273       279
  Settlement                       -         -      (9,635)        -
  Debt settlement             (4,719)      210      (4,508)      421
  Gain on sale of property         -         -      (1,145)        -
  Gain on disposal of long-
   term investments                -      (134)          -      (142)
  Gain on sale of patents          -         -        (429)        -
                              (3,270)     (707)     (5,028)   (1,134)
Change in non-cash operating
 working capital balances:
 Prepaid expenses                (43)     (369)        122      (314)
 Accounts payable and accrued
  liabilities                   (142)       (5)        (83)   (1,178)
 Accrued interest payable        (11)        -           -         -
 Cash (used in) continuing
  operations                  (3,466)   (1,081)     (4,989)   (2,626)
 Discontinued operations
  (note 7)                    (2,271)   (3,172)     (7,089)   (6,456)
Cash (used in) operations     (5,737)   (4,253)    (12,078)   (9,082)
 Share capital issued for
  cash on the exercise of
  options                          -        12           -        37
Cash received from loan
  payable                          -         -       2,000         -
 Repayment of loan payable    (2,000)        -      (2,000)        -
 Repayment of long-term debt       -    (7,757)          -    (7,842)
 Discontinued operations
  (note 7)                       (19)      (20)        (33)      (20)
Cash (used in) financing      (2,019)   (7,765)        (33)   (7,825)
 Purchase of property,
  plant and equipment             (1)       (1)         (2)       (2)
 Purchase of patents,
  licenses and trademarks
  for cash                         -       (21)         (6)      (52)
 Restricted cash               2,000       775           -       775
 Proceeds from settlement,
  net                              -         -       9,635         -
 Proceeds from sale of patents     -         -       1,510         -
 Proceeds on sale of property,
  net                              -    11,787           -    11,787
 Proceeds on sale of
  long-term investments, net       -       295           -       303
 Discontinued operations
  (note 7)                       622      (143)        523      (207)
Cash generated from
 investments                   2,621    12,692      11,660    12,604
Cash and cash equivalents
 in the period                (5,135)      674        (451)   (4,303)
Cash and equivalents at
 start of period               8,374     8,791       3,690    13,768
Cash and equivalents at end
 of period                   $ 3,239   $ 9,465    $  3,239  $  9,465
See accompanying notes to consolidated interim financial statements
Notes to Consolidated Interim Financial Statements
Three and six months ended April 30, 2006 and 2005
(Thousands of Canadian dollars, except share and per share amounts,
unless otherwise stated)

1. Significant accounting policies
The consolidated interim financial statements of Wi-LAN Inc. ("Wi-LAN" or the "Company") have been prepared in accordance with Canadian generally accepted accounting principles for interim financial information, including all normal recurring adjustments that are, in the opinion of management, necessary for a fair presentation of the financial position, operations, and cash flows for the interim periods. As the interim financial statements do not contain all of the disclosures required in annual financial statements, they should be read in conjunction with the audited annual financial statements of the Company. These financial statements have been prepared following the same accounting policies as detailed in the audited financial statements dated October 31, 2005, Wi-LAN's fiscal year-end. The consolidated interim financial statements include the accounts of Wi-LAN and its subsidiaries. Certain comparative information has been reclassified to conform to the current period's presentation.

2. Future operations
These financial statements have been prepared on the basis of accounting principles applicable to a going concern, which is dependent upon the Company's ability to generate future profitable operations and positive cash flows, and receiving any necessary financing to enable the Company to meet its obligations as they become due. While the Company has executed a term sheet in May 2006 for possible financing (note 10), there is no certainty that operations will be profitable, generate cash or that all necessary financing will be obtained. If the Company is unable to obtain sufficient additional funding to finance continuing operations, the Company's ability to maintain continued operations will be adversely affected. These consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

3. Discontinued operations
Following an extensive review of strategic alternatives, Wi-LAN decided to focus on commercializing its portfolio of wireless technology patents. To achieve this objective, the Company's Board of Directors approved a plan in January 2006 to exit its products businesses, and in March 2006 to divest its engineering services business.
During the fiscal second quarter of 2006, ending April 30, Wi-LAN sold its products businesses. The Libra 5800 product line was sold to GIL Technology Co. Ltd.; the Ultima 3, VIP and LIBRA MX product lines were sold to EION Wireless Inc.; and the Til-Tek antenna business was sold to a subsidiary of Kavveri Telecom Products Limited. The purchasers will provide ongoing support for Wi-LAN's former customers and channel partners.
Also during the second quarter, Wi-LAN signed a letter of intent to sell its engineering services business to a subsidiary of Fujitsu Microelectronics of America ("FMA"). Subsequent to the end of the fiscal second quarter, this transaction was completed in May 2006, and included the transfer of Wi-LAN's engineering staff and selected intellectual property involved with specific fixed WiMAX applications known as the IEEE 802.16d standard, but no patents were sold as part of this transaction.
The results of the products businesses and engineering services business have been reported as discontinued operations in these financial statements (note 7).

4. Settlement - agreement with Cisco Systems Inc.
In December 2005 the Company signed an agreement with Cisco Systems Inc. for the purchase of patents, paid-up and prepaid royalties on certain patents and settlement costs. The closing of the agreement took place in January 2006 and the Wi-LAN received proceeds of $11,648 (US$10,000). The settlement, less related costs of the patents sold and expenses totaling $2,013, resulted in a net gain of $9,635.

5. Gain on debt settlement
In March 2006, Wi-LAN and Industry Canada reached an agreement to terminate a Contribution Agreement, as amended, under the Technology Partnerships Canada ("TPC") program. In accordance with the settlement agreement, Wi-LAN paid $1,800 during its fiscal second quarter ending April 30, 2006, and was released unconditionally by the government from any further claims or commitments under the TPC program. This release included the elimination of the Company's prior obligation to issue warrants to purchase Wi-LAN common stock. The accrual to issue warrants, which were potentially due in cash, amounting to $4,719 at January 31, 2006 has been credited to earnings in the Company's second quarter, resulting in a net gain of $2,919 in the quarter after the $1,800 payment.

6. Gain on sale of property
In April 2005, the Company sold its head office location in Calgary and committed to a seven-year lease on approximately 35,000 square feet of office space. The gain on sale of approximately $1,200 was being recognized over the term of the operating lease. Due to a negotiated termination of the associated lease in January 2006 and the move of the Calgary head office to smaller premises, the Company recognized the balance of the deferred gain of $1,145 in its fiscal first quarter 2006 results.

7. Financial results of discontinued operations
As described in note 3, Wi-LAN disposed of its products businesses during the second quarter of 2006, and committed to the sale of its engineering services business, which was subsequently sold in May 2006. Proceeds on the disposal of the products businesses amounted to $1,072, comprising: $622 of cash proceeds received in April and $450 receivable at April 30. Of the $450 receivable, Wi-LAN expects to receive cash amounting to approximately $225 in its third quarter ending July 31, 2006. In addition, the Company expects to complete the terms of escrow under which an additional $750 of cash will be received in the fiscal third quarter. The engineering services business sale proceeds from Fujitsu were approximately $2,246 (US$2,000) and will be included in Wi-LAN's fiscal third quarter results.
Financial results of the disposal of the products businesses until their sale in 2006 and for the engineering services business for the three and six months ended April 30, 2006 and 2005 were as follows:

                                    Three months    Six months ended
                                  ended April 30,           April 30,
                                    2006    2005        2006    2005
Revenues                         $ 2,884 $ 7,579     $ 7,344 $13,084
Gross profit                      (2,706)  2,940      (2,213)  5,380
Research & development (R&D)
 Expense                          (2,920) (2,457)     (5,531) (4,251)
Selling, general & admin (SG&A)
 and other expense                  (253) (2,479)     (3,815) (4,703)
(Loss) on sale of businesses and
 equipment                          (533)      -        (515)      -
Earnings/(loss) from
 discontinued businesses         $(6,412)$(1,996)   $(12,074)$(3,574)

The assets and liabilities of the discontinued businesses are carried at their estimated fair value on Wi-LAN's consolidated balance sheet, and reflect the following:

                                  April 30, 2006     October 31, 2005
Accounts receivable                      $ 1,327             $  5,723
Inventory                                      -                3,184
Prepaid expenses                             105                1,159
Property, plant & equipment                    -                1,224

With our Interactive Analyst Center (IAC), historical financial data, both quarterly and annual, is available in an easy to access spreadsheet format. View and export our financial statements, non-GAAP reconciliations as well as share information.


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