ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 26, 2004
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)
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DELAWARE |
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94-1402710 |
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(State or other jurisdiction of |
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(I.R.S. Employer |
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401 River Oaks Parkway, San Jose, California |
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95134 |
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(Address of principal executive offices) |
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(Zip Code) |
(408) 577-6200
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes 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 November 5, 2004 there were 60,668,143 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 26, 2004
TABLE OF CONTENTS
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Condensed Consolidated Balance Sheets at September 26, 2004 and December 31, 2003 |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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3
WJ COMMUNICATIONS, INC. AND SUBSIDIARIES
(In thousands, except per share amounts)
(Unaudited)
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Three Months Ended |
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Nine Months Ended |
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Sept. 26, |
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Sept. 28 |
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Sept. 26, |
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Sept. 28 |
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2004 |
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2003 |
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2004 |
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2003 |
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Sales: |
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Semiconductor |
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$ |
8,379 |
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$ |
5,223 |
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$ |
22,122 |
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$ |
14,236 |
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Other (1) |
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550 |
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1,680 |
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2,293 |
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5,842 |
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Total sales |
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8,929 |
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6,903 |
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24,415 |
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20,078 |
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Cost of goods sold |
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4,536 |
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3,928 |
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11,039 |
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12,297 |
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Gross profit |
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4,393 |
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2,975 |
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13,376 |
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7,781 |
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Operating expenses: |
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Research and development |
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4,308 |
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4,200 |
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12,450 |
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12,949 |
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Selling and administrative |
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3,512 |
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2,198 |
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9,286 |
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7,597 |
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Acquired in-process research and development |
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— |
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— |
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8,500 |
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— |
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Amortization of deferred stock compensation (2) |
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57 |
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19 |
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178 |
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73 |
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Recapitalization merger |
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— |
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2 |
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— |
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773 |
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Restructuring reversals |
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(3,416 |
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— |
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(3,845 |
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(21 |
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Total operating expenses |
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4,461 |
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6,419 |
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26,569 |
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21,371 |
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Loss from operations |
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(68 |
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(3,444 |
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(13,193 |
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(13,590 |
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Interest income |
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167 |
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167 |
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486 |
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581 |
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Interest expense |
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(20 |
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(23 |
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(72 |
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(74 |
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Other income (expense)—net |
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— |
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(4 |
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— |
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1,090 |
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Income (loss) before income taxes |
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79 |
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(3,304 |
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(12,779 |
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(11,993 |
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Income tax benefit |
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(1,133 |
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— |
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(7,674 |
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(647 |
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Net income (loss) |
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$ |
1,212 |
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$ |
(3,304 |
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$ |
(5,105 |
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$ |
(11,346 |
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Basic net income (loss) per share |
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$ |
0.02 |
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$ |
(0.06 |
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$ |
(0.08 |
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(0.20 |
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Basic average shares |
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60,908 |
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56,698 |
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60,195 |
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56,526 |
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