SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

 

ý  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended March 30, 2003

 

OR

 

o  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from                  to                     

 

Commission file number 000-31337

 

WJ COMMUNICATIONS, INC.

(Exact name of registrant as specified in its charter)

 

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes  ý.  No  o.

 

As of May 10, 2003 there were 56,375,183 shares outstanding of the registrant’s common stock, $0.01 par value.

 

 

SPECIAL NOTICE REGARDING FORWARD-LOOKING STATEMENTS

 

This quarterly report on Form 10-Q, the Annual Report on Form 10-K, the shareholders’ annual report, press releases and certain information provided periodically in writing or orally by the Company’s officers, directors or agents contain certain forward-looking statements within the meaning of the federal securities laws that also involve substantial uncertainties and risks. These forward-looking statements are not historical facts but rather are based on current expectations, estimates and projections about our industry, our beliefs and our assumptions. Words such as “may,” “will,” “anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks” and “estimates” and variations of these words and similar expressions, are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond our control, are difficult to predict and could cause actual results to differ materially from those expressed, implied or forecasted in the forward-looking statements. In addition, the forward-looking events discussed in this quarterly report might not occur. These risks and uncertainties include, among others, those described in the section of this report entitled “Risk Factors that May Affect Future Results.” Readers should also carefully review the risk factors described in the other documents that we file from time to time with the Securities and Exchange Commission. We assume no obligation to update or revise the forward-looking statements or risks and uncertainties to reflect events or circumstances after the date of this report or to reflect the occurrence of unanticipated events.

 

2

 

WJ COMMUNICATIONS, INC.

QUARTERLY REPORT ON FORM 10-Q

THREE MONTHS ENDED MARCH 30, 2003

TABLE OF CONTENTS

 

PART I	FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)
	Condensed Consolidated Statements of Operations for the Three Months Ended March 30, 2003 and March 31, 2002
	Condensed Consolidated Statements of Comprehensive Loss for the Three Months Ended March 30, 2003 and March 31, 2002
	Condensed Consolidated Balance Sheets at March 30, 2003 and December 31, 2002
	Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 30, 2003and March 31, 2002
	Notes to Condensed Consolidated Financial Statements
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 3.	Quantitative and Qualitative Disclosure About Market Risks
Item 4.	Controls and Procedures
PART II	OTHER INFORMATION
Item 1.	Legal Proceedings
Item 2.	Changes In Securities and Use of Proceeds
Item 3.	Defaults Upon Senior Securities
Item 4.	Submission of Matters to a Vote of Security Holders
Item 5.	Other Information
Item 6.	Exhibits and Reports on Form 8-K

 

3

 

PART I — FINANCIAL INFORMATION

 

Item 1.  FINANCIAL STATEMENTS

 

WJ COMMUNICATIONS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts)

(Unaudited)

 

		Three Months Ended
		March 30, 2003			March 31, 2002
Sales:
Semiconductor		$	5,503		$	3,787
Wireless		2,187			6,613
Fiber optics		1			2,662
Total sales		7,691			13,062
Cost of goods sold		4,790			10,076
Gross profit		2,901			2,986
Operating expenses:
Research and development.		4,468			4,440
Selling and administrative		2,712			3,443
Amortization of deferred stock compensation (*)		43			102
Recapitalization merger		736			—
Restructuring charges (Note 10)		(21		)	—
Total operating expenses		7,938			7,985
Loss from operations		(5,037		)	(4,999		)
Interest income		218			299
Interest expense		(12		)	(22		)
Other income—net		11			—
Loss from operations before income taxes		(4,820		)	(4,722		)
Income tax benefit		(631		)	—
Net loss		$	(4,189	)	$	(4,722	)
Basic and diluted net loss per share		$	(0.07	)	$	(0.08	)
Basic and diluted average shares		56,516			55,995
(*)Amortization of deferred stock compensation is excluded from the following expenses:
Cost of goods sold		$	8		$	11
Research and development		21			29
Selling and administrative		14			62
		$	43		$	102

 

See notes to condensed consolidated financial statements.

 

4

 

WJ COMMUNICATIONS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(In thousands)

(Unaudited)

 

		Three Months Ended
		March 30, 2003			March 31, 2002
Net loss		$	(4,189	)	$	(4,722	)
Other comprehensive gain (loss):
Unrealized holding gains (losses) on securities arising during the period net of reclassification adjustments		18			(14		)
Net unrealized holding gains (losses) on securities		18			(14		)
Comprehensive loss		$	(4,171	)	$	(4,736	)

 

See notes to condensed consolidated financial statements.

 

5

 

WJ COMMUNICATIONS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

(Unaudited)

 

		March 31, 2003			December 31, 2002
					(See Note 1)
ASSETS
CURRENT ASSETS:
Cash and equivalents		$	39,356		$	43,524
Short-term investments		22,907			21,221
Receivables, net		4,843			3,978
Inventories		2,886			3,957
Deferred income taxes		—			6,048
Federal tax refund receivable		6,198			—
Other		1,262			2,105
Total current assets		77,452			80,833
PROPERTY, PLANT AND EQUIPMENT, net		13,280			14,409
OTHER ASSETS		305			306
		$	91,037		$	95,548
LIABILITIES AND STOCKHOLDERS’ EQUITY