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 September 28, 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.

 

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

Yes o.  No  ý.

 

As of October 24, 2003 there were 57,423,820 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.

 

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WJ COMMUNICATIONS, INC.

QUARTERLY REPORT ON FORM 10-Q

THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 28, 2003

TABLE OF CONTENTS

 

 

PART I	FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)
	Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 28, 2003 and September 29, 2002
	Condensed Consolidated Statements of Comprehensive Loss for the Three and Nine Months Ended September 28, 2003 and September 29, 2002
	Condensed Consolidated Balance Sheets at September 28, 2003 and December 31, 2002
	Condensed Consolidated Statements of Cash Flows for the Three and Nine Months Ended September 28, 2003 and September 29, 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

 

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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						Nine Months Ended
		Sept. 28, 2003			Sept. 29, 2002			Sept. 28, 2003			Sept. 29, 2002
Sales:
Semiconductor		$	5,223		$	5,157		$	14,236		$	12,965
Wireless		1,669			3,553			5,830			12,126
Fiber optics		11			540			12			5,944
Total sales		6,903			9,250			20,078			31,035
Cost of goods sold		3,928			6,680			12,297			23,643
Gross profit		2,975			2,570			7,781			7,392
Operating expenses:
Research and development		4,200			4,411			12,949			13,508
Selling and administrative		2,198			2,460			7,597			8,500
Amortization of deferred stock compensation (*)		19			161			73			390
Recapitalization merger		2			—			773			—
Restructuring charges (credit) (Note 10)		—			22,886			(21		)	22,886
Total operating expenses		6,419			29,918			21,371			45,284
Loss from operations		(3,444		)	(27,348		)	(13,590		)	(37,892		)
Interest income		167			311			581			946
Interest expense		(23		)	(27		)	(74		)	(109		)
Other income—net		(4		)	16			1,090			16
Loss before income taxes		(3,304		)	(27,048		)	(11,993		)	(37,039		)
Income tax benefit		—			—			(647		)	—
Net loss		$	(3,304	)	$	(27,048	)	$	(11,346	)	$	(37,039	)
Basic and diluted net loss per share		$	(0.06	)	$	(0.48	)	$	(0.20	)	$	(0.66	)
Basic and diluted average shares		56,698			56,437			56,526			56,262
(*) Amortization of deferred stock compensation is excluded  from the following expenses:
Research and development		$	9		$	21		$	32		$	54
Selling and administrative		10			140			41			336
		$	19		$	161		$	73		$	390

 

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						Nine Months Ended
		Sept. 28, 2003			Sept. 29, 2002			Sept. 28, 2003			Sept. 29, 2002
Net loss		$	(3,304	)	$	(27,048	)	$	(11,346	)	$	(37,039	)
Other comprehensive loss: