UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

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

For the quarterly period ended September 30, 2007

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)

DELAWARE	94-1402710
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)
401 River Oaks Parkway, San Jose, California	95134
(Address of principal executive offices)	(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    x    No       o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filero         Accelerated filer        o             Non-accelerated filerx

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes  o No    x

As of November 5, 2007 there were 68,924,850shares outstanding of the registrant’s common stock, $0.01 par value.

SPECIAL NOTICE REGARDING FORWARD-LOOKING STATEMENTS

This quarterly report on Form 10-Q, our Annual Report on Form 10-K/A Amendment No. 2, our shareholders’ annual report, press releases and certain information provided periodically in writing or orally by our 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,” “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 report might not occur. These risks and uncertainties include, among others, those described in the section of this report and our Annual Report on Form 10-K/A Amendment No. 2 for the year ended December 31, 2006 filed with the Securities and Exchange Commission on May 15, 2007 entitled “Risk Factors.” 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 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 AND NINE MONTHS ENDED SEPTEMBER 30, 2007

TABLE OF CONTENTS

		Page
PART I	FINANCIAL INFORMATION	4
Item 1.	Financial Statements (Unaudited)	4
	Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2007 and October 1, 2006	4
	Condensed Consolidated Statements of Comprehensive Loss for the Three and Nine Months Ended September 30, 2007 and October 1, 2006	5
	Condensed Consolidated Balance Sheets at September 30, 2007 and December 31, 2006	6
	Condensed Consolidated Statements of Cash Flows for the Three and Nine Months Ended September 30, 2007 and October 1, 2006	7
	Notes to Condensed Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
Item 3.	Quantitative and Qualitative Disclosure About Market Risks	28
Item 4.	Controls and Procedures	30
PART II	OTHER INFORMATION	30
Item 1A.	Risk Factors	30
Item 4.	Submission of Matters to a Vote of Security Holders	34
Item 6.	Exhibits	35
	Signatures	36

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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
	September 30,			October 1,			September 30,			October 1,
	2007			2006			2007			2006
Net sales	$	9,844		$	12,741		$	33,345		$	37,494
Cost of goods sold	5,032			5,648			17,080			17,501
Gross profit	4,812			7,093			16,265			19,993
Operating expenses:
Research and development	2,907			4,235			11,809			14,024
Selling and administrative	3,543			4,423			11,720			13,680
Restructuring charges (credits)	(139		)	—			498			—
Gain on the sale of assets held for sale	—			—			(901		)	—
Total operating expenses	6,311			8,658			23,126			27,704
Loss from operations	(1,499		)	(1,565		)	(6,861		)	(7,711		)
Interest income	183			327			642			914
Interest expense	(19		)	(14		)	(55		)	(60		)
Other income - net	3			2			124			6
Loss before income taxes	(1,332		)	(1,250		)	(6,150		)	(6,851		)
Income tax benefit	—			(77		)	—			(1,366		)
Net loss	$	(1,332	)	$	(1,173	)	$	(6,150	)	$	(5,485	)
Basic and diluted net loss per share	$	(0.02	)	$	(0.02	)	$	(0.09	)	$	(0.08	)
Basic and diluted average weighted shares	68,179			66,687			67,883			66,135

See notes to condensed consolidated financial statements.

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WJ COMMUNICATIONS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(In thousands)

(Unaudited)

	Three Months Ended						Nine Months Ended
	September 30,			October 1,			September 30,			October 1,
	2007			2006			2007			2006
Net loss	$	(1,332	)	$	(1,173	)	$	(6,150	)	$	(5,485	)
Other comprehensive loss:
Unrealized holding gain (loss) on securities arising during the period	—			4			(1		)	11
Comprehensive loss	$	(1,332	)	$	(1,169	)	$	(6,151	)	$	(5,474	)

See notes to condensed consolidated financial statements

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WJ COMMUNICATIONS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

(Unaudited)

	September 30,			December 31,
	2007			2006
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	9,204		$	17,024
Short-term investments	3,992			8,399
Receivables (net of allowances of $552 and $417, respectively)	9,071			5,759
Inventories	6,850			5,281
Other current assets	1,352			1,563
Total current assets	30,469			38,026
PROPERTY, PLANT AND EQUIPMENT, net	6,062			7,232
Goodwill	6,834			6,834
Intangible assets, net	760			960
Other assets	178			181
	$	44,303		$	53,233
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable	3,197			4,522
Accrued liabilities	2,905			4,080
Income tax contingency liability	36			419
Deferred margin on distributor inventory	2,021			2,824
Restructuring accrual	3,489			3,212
Total current liabilities	11,648			15,057
Restructuring accrual	9,196			12,006
Other long-term obligations	446			580
Total liabilities	21,290			27,643
STOCKHOLDERS’ EQUITY:
Preferred stock	—			—
Common stock	705			693
Treasury stock	(23		)	(20		)
Additional paid-in capital	212,010			208,840
Accumulated deficit	(189,678		)	(183,923		)
Other comprehensive gain	(1		)	—
Total stockholders’ equity	23,013			25,590
	$	44,303		$	53,233

See notes to condensed consolidated financial statements.

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WJ COMMUNICATIONS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

	Nine Months Ended
	September 30,			October 1,
	2007			2006
OPERATING ACTIVITIES:
Net loss	$	(6,150	)	$	(5,485	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	2,825			2,463
Amortization of deferred financing costs	24			23
Gain on sale of assets held for sale	(901		)	(140		)
Restructuring charges (credits)	(178		)	(18		)
Intangible assets impairment	—			637
Stock based compensation	3,058			1,293
Allowance for doubtful accounts	6			18
Asset retirement obligations	—			(109		)
Amortization of (premiums) discounts on short-term investments	(37		)	(15		)
Net changes in:
Receivables	(3,318		)	(771		)
Inventories	(1,569		)	887
Other assets	219			759
Accruals and accounts payable	(2,796		)	(797		)
Income tax contingency liability	12			(1,400		)
Deferred margin on distributor inventory	(802		)	1,078
Restructuring liabilities	(2,354		)	(1,969		)
Net cash used in operating activities	(11,961		)	(3,546		)
INVESTING ACTIVITIES:
Purchase of short-term investments	(9,826		)	(19,353		)
Proceeds from sale and maturities of short-term investments	14,269			23,050
Purchases of property, plant and equipment	(1,968		)	(1,330		)
Proceeds on disposal of property, plant and equipment	1,598			214
Net cash provided by investing activities	4,073			2,581
FINANCING ACTIVITIES:
Principal payments on capital lease	(19		)	—
Payments on long-term borrowings	(32		)	(32		)
Repurchase of common stock	(480		)	(96		)
Net proceeds from issuances of common stock	599			1,585
Net cash provided by financing activities	68			1,457
Net (decrease)/increase in cash and cash equivalents	(7,820		)	492
Cash and cash equivalents at beginning of period	17,024			14,169
Cash and cash equivalents at end of period	$	9,204		$	14,661
Other cash flow information:
Income taxes paid	$	50		$	45
Interest paid	31			37
Noncash investing and financing activities:
Increase in accounts payable related to property, plant and equipment purchases	180			12

See notes to condensed consolidated financial statements.

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WJ COMMUNICATIONS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1.     BASIS OF PRESENTATION

The Company is a radio frequency (“RF”) semiconductor company providing RF product solutions worldwide to communications equipment companies. The Company designs, develops and manufactures innovative, high performance products for both current and next generation wireless and RF identification (“RFID”) systems. The Company’s RF product solutions are comprised of advanced, highly functional RF semiconductors, components and integrated assemblies which address the radio frequency challenges of these various systems.  The Company currently generates the majority of its revenue from its products utilized in wireless networks.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included, which are considered to be normal and recurring in nature. Operating results for the three and nine month periods ended September 30, 2007 are not necessarily indicative of the results that may be expected for the year ending December 31, 2007.  The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements of WJ Communications, Inc. (the “Company”) for the fiscal year ended December 31, 2006, which are included in the Company’s Annual Report on Form 10-K/A Amendment No. 2 filed with the Securities and Exchange Commission on May 15, 2007. The balance sheet at December 31, 2006 has been derived from the audited consolidated financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.

2.     BUSINESS COMBINATIONS

EiC Acquisition

On June 18, 2004, the Company completed its acquisition of the wireless infrastructure business and associated assets from EiC. The aggregate purchase price was $13.3 million.  In connection with the acquisition, $1.5 million in cash and 294,118 shares of common stock were held in escrow as security against certain financial contingencies. The $1.5 million in cash was released to EiC on May 4, 2005. On May 25, 2006, 147,059 shares of the 294,118 shares held in the escrow account were released and the remaining 147,059 shares were released from escrow on June 16, 2006 to EiC.

The EiC acquisition agreement contained contingency clauses which could have required the Company to pay further compensation of up to $14.0 million if specific revenue and gross margin targets were achieved by March 31, 2005 and March 31, 2006 of which $7.0 million of additional compensation related to the period ended March 31, 2005. The Company determined that the revenue and the gross margin targets were not met for both the periods. EiC disagreed with the Company’s conclusions. While the Company believes EiC’s assertions are without merit and have notified EiC of such, there can be no assurance as to the eventual outcome of this matter.

The $14.0 million would have been payable 10% in cash and, at the Company’s election, 90% in shares of its common stock. If the targets were fully attained and the Company elected to pay in shares of common stock, the number of additional shares issued would have been 2,540,323 computed at $2.48 per share, which represents the average closing price of the Company’s stock during the ten day period prior to the end of the earnout period.   If the Company is ultimately required to pay such consideration, the amounts would be recorded as an increase to goodwill.

Telenexus Acquisition

On January 28, 2005, the Company completed its acquisition of Telenexus, Inc. (“Telenexus”). Pursuant to an Agreement and Plan of Merger, dated January 19, 2005, by and between the Company, WJ Newco, LLC (the “WJ Sub”), Telenexus and Richard J. Swanson, Wilfred K. Lau, David Fried, Kurt Christensen and Mark Sutton (collectively the “Shareholders”), Telenexus merged with and into the WJ Sub effective on January 29, 2005. The WJ Sub was the survivor in the merger and is a wholly owned subsidiary of the Company. By virtue of the merger, the Company purchased through the WJ Sub all of the assets necessary for the conduct of the radio frequency identification (“RFID”) business of Telenexus, consisting primarily of, and including, but not limited to RFID modules, baseband processing algorithm technology, applications software and realizations of several reader product designs.

8

The consideration paid by the Company on the closing date in connection with the merger consisted of cash in the amount of $3.0 million and 2,333,333 shares of the Company’s common stock valued at $8.2 million at the closing date. Including acquisition costs of $230,000, the aggregate purchase price for the net assets of Telenexus totaled $11.4 million. Of the closing consideration, cash in the amount of $500,000 and 333,333 shares of the Company’s common stock was held in escrow with respect to any indemnification matters under the merger agreement. The Company released the full amount of the cash balance of the escrow account on October 31, 2005. The 333,333 shares in the escrow account have been fully distributed. The fair value of the Company’s common stock was determined based on the average closing price per share of the Company’s common stock over a 5-day period beginning two trading days before and ending two trading days after the amended terms of the acquisition were agreed to and announced (January 31, 2005).

In addition to the closing consideration, the sellers could have been entitled to further compensation of up to $2.5 million in cash and up to 833,333 shares of the Company’s common stock if the Company achieved certain revenue targets by July 28, 2006. The Company determined that the revenue targets were not met and communicated its conclusion to the selling shareholders. Any change in the fair value of the net assets of Telenexus or any additional consideration to the Shareholders would change the amount of the purchase price allocable to goodwill. Two of the Shareholders, Richard J. Swanson and Wilfred K. Lau also entered into three-year employment agreements with the Company. The acquisition was accounted for using the purchase method of accounting in accordance with SFAS No. 141, “Business Combinations”  (“SFAS No. 141”), and accordingly the Company’s consolidated financial statements from January 28, 2005 include the impact of the acquisition.

3.          GOODWILL AND INTANGIBLE ASSETS

The Company periodically evaluates its goodwill in accordance with SFAS 142 for indications of impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors the Company considers important that could trigger an impairment review include significant under-performance relative to historical or projected future operating results, significant changes in the manner of the Company’s use of the acquired assets or the strategy for the Company’s overall business, or significant negative industry or economic trends.  If these criteria indicate that the value of the goodwill may be impaired, an evaluation of the recoverability of the net carrying value is made.  Irrespective of the aforementioned circumstances where impairment indicators are present, the Company is required by SFAS 142 to test its goodwill for impairment at least annually.  The Company has chosen the end of its fiscal month of May as the date of its annual impairment test.  The Company has determined its goodwill was not impaired as of May 31, 2007.

Intangible assets are recorded at cost, less accumulated amortization. During the quarter ended April 2, 2006, the Company determined that it would no longer use the Telenexus trademarks and trade names and would instead market its RFID products under the WJ Communications brand.  As such, the remaining unamortized balance of $637,000 was expensed as selling and administrative expenses in the three months ended April 1, 2006. The following tables present details of the Company’s purchased intangible assets (in thousands):

As of September 30, 2007:

In the three and nine months ended September 30, 2007, amortization of purchased intangible assets included in cost of goods sold was approximately $10,000, $30,000 respectively, and $10,000 and $38,000 in the three and nine month ended October 1, 2006 respectively. In the three and nine months ended September 30, 2007, amortization of purchased intangible assets included in operating expense was approximately $57,000, $171,000, respectively, and $57,000 and $180,000 in the three and nine month ended October 1, 2006, respectively. The intangible assets related to purchased developed technology is amortized to cost of goods sold.  The intangible assets related to customer relationships, trademarks and trade names and non-competition agreements with sales/engineering personnel are amortized to operating expense.

Amortization is computed using the straight-line method over the estimated useful life of the intangible asset. The Company expects that annual amortization of acquired intangible assets to be as follows (in thousands):

Fiscal year:	EiC		Telenexus		Total
2007 (remaining three months)	$	10	$	57	$	67
2008	40		229		269
2009	20		136		156
2010	—		129		129
2011	—		129		129
2012 and beyond	—		10		10
Total amortization	$	70	$	690	$	760

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4.          RECENT ACCOUNTING PRONOUNCEMENTS

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements. This Statement defined fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. This Statement applies under other accounting pronouncements that require or permit fair value measurements, the Board having previously concluded in those accounting pronouncements that fair value is the relevant measurement attribute. Accordingly, this Statement does not require any new fair value measurements. This statement is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. While the Company is currently evaluating the provisions of SFAS No. 157, the adoption is not expected to have a material impact on our consolidated financial position or results of operations.

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities” (“SFAS No. 159”). SFAS No. 159 permits companies to choose to measure certain financial instruments and certain other items at fair value. The standard requires that unrealized gains and losses on items for which the fair value option has been elected be reported in earnings. SFAS No. 159 is effective for the Company beginning in the first quarter of fiscal year 2008, although early adoption is permitted. The Company is currently evaluating the impact that SFAS No. 159 will have on its consolidated financial statements.

5.          INVENTORIES

Inventories are stated at the lower of cost, using an average-cost basis, or market. Cost of inventory items is based on purchase and production cost including labor and overhead. Write-downs, when required, are made to reduce excess inventories to their estimated net realizable values. Such estimates are based on assumptions regarding future demand and market conditions. These write-downs were $443,000, $747,000, in the three and nine month periods ended September 30, 2007, respectively, and $62,000 and $1.3 million in the three and nine month periods ended October 1, 2006, respectively.  If actual conditions become less favorable than the assumptions used, an additional inventory write-down may be required.  Inventories at September 30, 2007 and December 31, 2006 consisted of the following (in thousands):

	September 30,		December 31,
	2007		2006
Finished goods	$	2,245	$	1,661
Work in progress	1,048		1,808
Raw materials and parts	3,557		1,812
	$	6,850	$	5,281

6.          CONCENTRATION OF CREDIT RISK

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash, cash equivalents, short-term investments and trade receivables. The Company maintains cash in bank deposit accounts, which, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts. The Company invests in a variety of financial instruments such as money market funds, commercial paper and high quality corporate bonds, and, by policy, limits the amount of credit exposure with any one financial institution or commercial issuer. At September 30, 2007, two customers represented 39% and 19% of the total accounts receivable balance, respectively. At December 31, 2006, two customers represented 23% and 20% of the total accounts receivable balance, respectively. The Company maintains an allowance for doubtful accounts based upon the expected collectibility of receivables.

7.          STOCKHOLDERS’ EQUITY

STOCK OPTION PLANS

The Company’s stock option program is a long-term retention program that is intended to attract, retain and provide incentives for employees, officers and directors, and to align stockholder and employee interests. The Company considers its option programs critical to its operation and productivity; essentially all of our employees participate. Currently, the Company grants options from the 1) Amended and Restated 2000 Stock Incentive Plan  under which the Company may grant incentive awards in the form of options to purchase shares of the Company’s common stock, restricted shares, common stock and stock

10

appreciation rights to participants, which include officers and employees and consultants, 2) the Amended and Restated 2000 Non-Employee Director Stock Compensation Plan under which options are granted to non-employee directors and 3) 2001 Employee Stock Incentive Plan under which the Company may grant incentive awards in the form of options to purchase shares of the Company’s common stock, restricted shares, common stock and stock appreciation rights to participants, which include employees which are not officers and directors of the Company and consultants.  The Company’s stock option plans provide that options granted will have a term of no more than 10 years and have vesting periods ranging from two to four years. The provisions of the stock option plans provide that under certain circumstances, such as a change in control, the achievement of certain performance objectives, or certain liquidity events, outstanding options may be subject to accelerated vesting.  As of September 30, 2007 the number of shares available for future grants under the above plans was 2,834,889.

The Company’s Board of Directors approved the adoption of an amendment to the Company’s “Amended and Restated 2000 Stock Incentive Plan” to increase the number of shares of common stock authorized for issuance from 19,000,000 to 19,500,000, which was approved by the Company’s stockholders on July 19, 2007 at the Company’s Annual Meeting of Stockholders.

The Company’s Board of Directors approved the adoption of an amendment to the Company’s “Amended and Restated 2000 Non-Employee Director Compensation Plan” to increase the number of shares of common stock authorized for issuance from 1,000,000 to 1,250,000, which was approved by the Company’s stockholders on July 19, 2007 at the Company’s Annual Meeting of Stockholders.

During the nine months ended September 30, 2007, the Compensation Committee of the Board of Directors awarded 2,435,470 Performance Accelerated Restricted Stock Units (PARSUs) to employees which were issued under the Amended and Restated 2000 Stock Incentive Plan.  The Performance Accelerated Restricted Stock Units vest upon the achievement of performance targets that are determined by the Compensation Committee of the Board of Directors.  Any Performance Accelerated Restricted Stock Units that do not vest upon the achievement of performance targets cliff vest at the end of four years.

Combined Incentive Plan Information

Option and Performance Accelerated Restricted Stock Unit activity under the Company’s stock incentive plans for the nine months ended September 30, 2007 is set forth below (in thousands except per share amounts):

					Weighted
					Average
			Weighted		Remaining
			Average		Contractual Term
	Shares		Exercise Price		(in years)
Outstanding at December 31, 2006	8,888,280		$	1.40
Grants	2,579,470		$	0.10
Exercised	(591,610	)	$	0.59
Forfeited/expired/cancelled	(893,928	)	$	1.60
Outstanding at September 30, 2007	9,982,212		$	1.10	6.8

Grants during the period were composed of 2,435,470 PARSUs awarded to employees and 144,000 options granted at $1.72 per share to the Board of Directors.

Restricted stock activity under the Company’s stock incentive plans for the nine months ended September 30, 2007 is set forth below (in thousands except per share amounts):

			Weighted
			Average
			Grant Date Fair
	Shares		Value per Share
Unvested at December 31, 2006	783,904		$	1.65
Grants	—		—
Vested	(394,992	)	$	1.71
Forfeited/expired/cancelled	—		—
Unvested at September 30, 2007	388,912		$	1.59

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EMPLOYEE STOCK PURCHASE PLAN (“ESPP”)

The Company has an employee stock purchase plan for all eligible employees. Under the plan, employees may purchase shares of the Company’s common stock at six-month intervals at 85% of fair market value (calculated in the manner provided under the plan). Employees purchase such stock using payroll deductions, which may not exceed 15% of their total cash compensation.  The plan imposes certain limitations upon an employee’s right to acquire common stock, such as no employee may be granted rights to purchase more than $25,000 worth of common stock for each calendar year in which such rights are at any time outstanding. At September 30, 2007, 767,646 shares were available for future issuance under this plan.

STOCK-BASED COMPENSATION

Effective January 1, 2006, the Company adopted SFAS 123R. During the nine months ended September 30, 2007, the Company granted only PARSUs to employees and stock options to the Board of Directors.

The assumptions used to value option grants for the three and nine months ended September 30, 2007 and October 1, 2006 and for employee stock purchase plan for the three and nine months ended September 30, 2007 and October 1, 2006 are as follows:

	Three Months Ended						Nine Months Ended
	September 30,			October 1,			September 30,			October 1,
	2007			2006			2007			2006
Stock Option Plans:
Fair value	$	1.11		$	0.94		$	1.11		$	1.35
Dividend yield	0.0		%	0.0		%	0.0		%	0.0		%
Volatility	81.11		%	84.56		%	81.11		%	84.83		%
Risk free interest rate at the time of grant	4.93		%	4.99		%	4.93		%	4.63		%
Expected term to exercise (in years from the grant date)	4.42			4.42			4.42			4.22
Employee Stock Purchase Plan:
Fair value	$	0.55		$	0.85		$	0.60		$	0.50
Dividend yield	0.0		%	0.0		%	0.0		%	0.0		%
Volatility	71.47		%	64.23		%	74.62		%	60.76		%
Risk free interest rate at the time of grant	5.08		%	4.89		%	5.19		%	4.5		%
Expected term to exercise (in years from the grant date)	0.49			0.49			0.50			0.49

The following table presents details of stock-based compensation expense by functional line item (in thousands):

	Three Months Ended				Nine Months Ended
	September 30,		October 1,		September 30,		October 1,
	2007		2006		2007		2006
Cost of goods sold	$	149	$	103	$	492	$	217
Research and development	220		142		681		337
Selling and administrative	540		514		1,885		739
	$	909	$	759	$	3,058	$	1,293

The total intrinsic value of options and PARSUs exercised during the three and nine month periods ended September 30, 2007 were $372,000 and $637,000, respectively.

The aggregate intrinsic value of options and PARSUs outstanding and options and PARSUs exercisable as of September 30, 2007 was $4.9 million and $109,000, repsectively. The intrinsic value is calculated as the difference between the market value as of September 30, 2007 and the exercise price of shares that were in the money at September 30, 2007. The market value of as September 30, 2007 was $1.30 as reported by NASDAQ.

The impact on basic and diluted net loss per share for the three and nine months ended September 30, 2007 and October 1, 2006 from stock compensation expense was $0.01, $0.05, $0.01 and $0.02, respectively.

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The adoption of SFAS 123R will continue to have an adverse impact on the Company’s reported results of operations, although it will have no impact on its overall financial position. If there are any modifications or cancellations of the underlying unvested securities, the Company may be required to accelerate, increase or cancel any remaining unearned stock-based compensation expense. Future stock-based compensation expense and unearned stock-based compensation will increase to the extent that the Company grants additional equity awards to employees or assumes unvested equity awards in connection with acquisitions.

8.          NET LOSS PER SHARE CALCULATION

Per share amounts are computed based on the weighted average number of basic and diluted (dilutive stock options) common and common equivalent shares outstanding during the respective periods. The net loss per share calculation is as follows (in thousands, except per share amounts):

	Three Months Ended						Nine Months Ended
	September 30,			October 1,			September 30,			October 1,
	2007			2006			2007			2006
Net loss	$	(1,332	)	$	(1,173	)	$	(6,150	)	$	(5,485	)
Denominator for basic and diluted net loss per share:
Weighted average shares outstanding	68,732			67,600			68,510			67,049
Less: weighted average shares subject to repurchase	(553		)	(913		)	(627		)	(914		)
Weighted average shares outstanding	68,179			66,687			67,883			66,135
Basic and diluted net loss per share	$	(0.02	)	$	(0.02	)	$	(0.09	)	$	(0.08	)

For the nine months ended September 30, 2007, the incremental shares from the assumed exercise of 9,982,212 of the Company’s stock options outstanding and 191,044 shares related to contributions under the Employee Stock Purchase Plan for pending purchases were excluded from the calculation of diluted earnings per share because operations resulted in a loss and the effect of such assumed conversion would be anti-dilutive. For the nine months ended October 1, 2006, the incremental shares from the assumed exercise of 10,513,884 of the Company’s stock options outstanding and 110,124 shares related to contributions under the Employee Stock Purchase Plan for pending purchases were excluded from the calculation of diluted earnings per share because operations resulted in a loss and the effect of such assumed conversion would be anti-dilutive.

9.          RESTRUCTURING CHARGES

During fiscal 2002 and 2001, the Company recorded significant restructuring charges representing the direct costs of exiting certain product lines or businesses and the costs of downsizing the Company’s business. Such charges were established in accordance with Emerging Issues Task Force Issue 94-3 (“EITF 94-3”) “Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (Including Certain Costs Incurred in a Restructuring)” and Staff Accounting Bulletin No. 100, “Restructuring and Impairment Charges.” These charges include abandoned leased properties comprised of future lease payments net of anticipated sublease income, broker commissions and other facility costs, and asset impairment charges on tenant improvements deemed no longer realizable as detailed in Note 12 of the Company’s Annual Report on Form 10-K/A Amendment No. 2 for the year December 31, 2006. In determining these estimates, the Company made certain assumptions with regards to its ability to sublease the space and reflect offsetting assumed sublease income in line with it’s best estimate of current market conditions.

Fourth Quarter 2006 Restructuring Plan

On October 30, 2006, the Company committed to a restructuring plan to close and exit the Company’s Milpitas fabrication facility (“fab”) during the first quarter of 2007. The Company completed the closure of the Milpitas fab at the end of March 2007.  The Milpitas fab produced some of the Company’s gallium arsenide semiconductor products and had substantial excess capacity. The Company’s lease of the fab expired on November 14, 2006 and in accordance with the terms of the lease the Company had continued the lease on a month-to-month basis until the closure of the sale of the fab equipment to AmpTech, Inc (“AmpTech”) as described below. AmpTech then entered into a lease agreement with the owner of the building for the Company’s former Milpitas facility.

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On May 23, 2007 the Company entered into an Asset Purchase Agreement with AmpTech to sell certain wafer fabrication equipment from its recently closed Milpitas fabrication facility. The consideration received by the Company consisted of cash in the amount of $1,800,000 and a warrant to purchase 200,000 shares of AmpTech common stock. The fair value of the warrant is $1,400 and was not recorded as an asset due to uncertainty of realization in the future. The company ceased manufacturing at the wafer fabrication facility at the end of March 2007 and subsequently in the beginning of April 2007 decided to classify the wafer fabrication equipment as held-for sale, with a carrying value of approximately $671,000. The company recorded a gain on the sale of the wafer fabrication equipment of approximately $901,000, net of sales tax provision of $148,500 and property tax of $80,000, which was included in the income from operations in the condensed consolidated statements of operations. The agreement also obligates AmpTech to reimburse the Company for certain expenses. In connection with the agreement the parties also entered into a one year Wafer Manufacturing and Supply Agreement which provides for AmpTech to manufacture and supply wafers to the Company utilizing the Company’s wafer production processes and for the Company to purchase such wafers. AmpTech is not currently producing wafers for the company and is expected to start delivering in December of 2007. The Company also entered into a License Agreement whereby the Company licenses to AmpTech certain of the Company’s proprietary process technologies subject to certain restrictions. The License Agreement provides for AmpTech to pay the Company a royalty of 5% of its gross revenue from third parties, up to $750,000, and 3% of gross revenue thereafter for the seven year term. Products for the Company produced using the Company’s proprietary technology will not bear a royalty.

The Company has a strategic foundry relationship with Global Communication Semiconductors, Inc. (“GCS”), and with the closure of the Company’s Milpitas fab, GCS is currently the sole source for the manufacturing and supply of its GaAs and InGaP HBT wafers. The Company has entered into a wafer manufacturing and supply agreement with AmpTech to provide an additional source of supply for its GaAs and InGap HBT wafers, after AmpTech starts its wafer fabrication line.

Second Quarter 2007 Restructuring Plan

The Q2 2007 Restructuring Plan covers the restructuring expenses primarily towards severance payments associated with the reduction of personnel. All expenses under this plan have been settled during the second and third quarters of 2007.

Third Quarter 2007 Restructuring Plans

During the third quarter of 2007 the Company committed to two restructuring plans: 1) towards transitioning of certain operations to the Philippines and 2) partial abandonment of its lease from its Texas facility.

On August 4, 2007 the Company committed to an offshore program that will result in the transition of the Company’s final test and support operations to the Philippines. The operations are currently located in the Company’s San Jose, California facility. The restructuring plan covers the severance expense.

The Texas lease restructuring plan covers the restructuring expenses for the lease abandonment of unused space in the Company’s Texas facility.

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The following table summarizes the historical restructuring accrual activity for the period January 1, 2006 through September 30, 2007 (in thousands): 

	Restructuring Plans
	Q3 2001		Q3 2002		Q4 2006		Q2 2007		Q3 2007
	Lease Loss		Lease Loss		Fab Closure		Personnel		Restructure	TOTAL
Balance at January 1, 2006	9,818		8,290		—		—		—	18,108
2006 additional charge (credit)	27		(487	)	174		—		—	(286	)
Cash payments	(1,291	)	(1,314	)	—					(2,605	)
Balance at December 31, 2006	8,554		6,489		174		—		—	15,217
2007 additional charge (credit)	(926	)	314		20		90		324	(178	)(1)
Cash payments	(1,052	)	(1,074	)	(138	)	(90	)	—	(2,354	)
Balance at September 30, 2007	6,576		5,729		56		—		324	12,685	(2)

(1)The condensed consolidated statements of operations “restructuring charges” for the three and nine months ended September 30, 2007, includes the following charges (credits) and restructuring charges that were expensed as incurred (in thousands):

	Three Months Ended						Nine Months Ended
	September 30,			October 1,			September 30,			October 1,
Restructuring Plans	2007			2006			2007			2006
Q3 2001 Lease Loss	$	(465	)	$	(10	)	$	(926	)	$	(10	)
Q3 2002 Lease Loss	—			(5		)	314			(8		)
Q4 2006 Fab Closure	10			—			20			—
Q2 2007 Personnel	(8		)	—			90			—
Q3 2007 Restructure	324			—			324			—
	(139		)	(15		)	(178		)	(18		)
Expensed as incurred	—			15			676			18
	$	(139	)	$	—		$	498		$	—

(2)Of the accrued restructuring charge at September 30, 2007, the Company expects $3.5 million of the lease loss to be paid out over the next twelve months. As such, this amount is recorded as a current liability and the remaining $9.2 million to be paid out over the remaining life of the lease of approximately four years is recorded as a long-term liability.

10.          BUSINESS SEGMENT REPORTING

The Company currently has one reportable segment. The Company’s Chief Operating Decision Maker (“CODM”) is the CEO. While the Company’s CODM monitors the sales of various products, operations are managed and financial performance evaluated based upon the sales and production of multiple products employing common manufacturing and research and development resources; sales and administrative support; and facilities. This allows the Company to leverage its costs in an effort to maximize return. Management believes that any allocation of such shared expenses to various products would be impractical, and currently does not make such allocations internally.

Sales to individual customers representing greater than 10% of Company consolidated sales during at least one of the periods presented are as follows (in thousands):

	Three Months Ended				Nine Months Ended
	September 30,		October 1,		September 30,		October 1,
	2007		2006		2007		2006
Richardson Electronics, Ltd (1)	$	4,143	$	5,634	$	14,003	$	16,591
Celestica	1,996		2,288		5,236		6,927

(1)      Richardson Electronics is the worldwide distributor of the Company’s line of RF semiconductor products

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Sales to unaffiliated customers by geographic area are as follows (in thousands):

	Three Months Ended				Nine Months Ended
	September 30,		October 1,		September 30,		October 1,
	2007		2006		2007		2006
United States	$	5,640	$	5,958	$	17,422	$	17,591
Export sales from United States:
China	1,676		3,201		6,879		7,795
Thailand	1,335		1,299		3,579		4,208
Europe	499		1,464		2,002		3,683
Republic of Korea	41		263		807		1,740
Other	653		556		2,656		2,477
Total	$	9,844	$	12,741	$	33,345	$	37,494

The following is a summary of long-lived assets by geographic area (in thousands):

	September 30,		December 31,
	2007		2006
United States	$	4,857	$	6,870
Philippines	1,139		311
Other	66		51
	$	6,062	$	7,232

11.          INCOME TAXES

The Company computes income taxes for interim reporting purposes using estimates of the effective annual income tax rate for the entire fiscal year. This process involves estimating the full-year tax liability and assessing the temporary differences between the book and tax entries. These temporary differences result in deferred tax assets and liabilities, which are recorded on the Company’s Condensed Consolidated Balance Sheet in accordance with SFAS No. 109, Accounting for Income Taxes, which established financial accounting and reporting standards for the effect of income taxes. The Company must assess the likelihood that its deferred tax assets will be recovered from future taxable income and, to the extent the Company believes that recovery is not likely, the Company must establish a valuation allowance. Changes in the Company’s net deferred tax asset, less offsetting valuation allowance, in a period are recorded through the Income Tax Provision on the Consolidated Statement of Operations.

Based on the available objective evidence and the recent history of losses and forecasted United States taxable income/loss, management concluded that it is more likely than not that the Company’s deferred tax assets would not be fully realizable. Accordingly, the Company had a valuation allowance of $57.8 million and $55.0 million as of September 30, 2007 and December 31, 2006, respectively. Changes in the Company’s valuation allowance of $1.3 million and $2.8 million for the three months and nine months ended September 30, 2007 were recorded through the income tax provision in the Condensed Consolidated Statement of Operations. Offsetting increases to the net deferred tax asset of $1.3 million and $2.8 million for the three and nine months ended September 30, 2007 were also recorded through the income tax provision in the Condensed Consolidated Statement of Operations.

On January 1, 2007, the Company adopted the Financial Accounting Standards Board Interpretation No. 48, “Accounting for Uncertainty in Income Taxes — An interpretation of FASB Statement No. 109” (“FIN 48”). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an entity’s financial statements in accordance with FASB Statement No. 109, “Accounting for Income Taxes” and prescribes a recognition threshold and measurement attributes for financial statement disclosure of tax positions taken or expected to be taken on a tax return. Under FIN 48, the impact of an uncertain income tax position on the income tax return must be recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less

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than a 50% likelihood of being sustained. Additionally, FIN 48 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006. As a result of the implementation of FIN 48, the Company recognized a cumulative adjustment to the liability for unrecognized income tax benefits in the amount of $0.8 million, which was accounted for as a reduction to the January 1, 2007 net deferred tax asset and valuation allowance balances. At the adoption date of January 1, 2007, the Company had $1.2 million of unrecognized tax benefits, $24,000 of which would affect its effective tax rate if recognized. At September 30, 2007, the Company had $1.4 million of unrecognized tax benefits.

The Company’s policy is to recognize interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. As of the date of adoption of FIN No. 48, the amount of any accrued interest or penalties associated with any unrecognized tax positions was insignificant, and the amount of interest and penalties for the three and nine months ended September 30, 2007 was also insignificant.

Uncertain tax positions relate primarily to the determination of the research and experimental tax credit. The Company estimates that there will be no material changes in its uncertain tax positions in the next 12 months.

The Company files income tax returns in the U.S. federal jurisdiction, a few states and foreign jurisdictions. As of September 30, 2007, the federal returns for the years ended 2004 through the current period and certain state returns for the years ended 2003 through the current period are still open to examination. However, due to the fact the Company had net operating losses and credits carried forward in most jurisdictions, certain items attributable to technically closed years are still subject to adjustment by the relevant taxing authority through an adjustment to tax attributes carried forward to open years.

12.          CONTINGENCIES

Environmental Remediation

The Company’s current operations are subject to federal, state and local laws and regulations governing the use, storage, disposal of and exposure to hazardous materials, the release of pollutants into the environment and the remediation of contamination.

The Company has an accrued liability of $54,000 as of September 30, 2007 to offset estimated program oversight, remediation actions and record retention costs.  There were $6,000 expenditures charged against the accrual for the three and nine month periods ended September 30, 2007 and no expenditure was charged during the same period ended October 1, 2006.

The Company continues to be in compliance with the remedial action plans being monitored by various regulatory agencies at its former Palo Alto and Scotts Valley sites.  The Company has entered into funded fixed price remediation contracts and obtained cost-overrun and unknown pollution conditions insurance coverage.  The Company believes that it is remote that it would incur any liability beyond that which it has recorded.  The Company does ultimately retain responsibility for these environmental liabilities in the unlikely event that the environmental firm and the insurance company do not meet their obligations.

With respect to our remaining current or former production facilities, either no contamination of significance has been identified or reported to us or the regulatory agency involved has granted closure with respect to the identified contamination. Nevertheless, we may face environmental liabilities related to these sites in the future.

Indemnification

As part of the Company’s normal ongoing business operations and consistent with industry practice, the Company enters into numerous agreements with other parties, which apportion future risks among the parties to the transaction or relationship governed by the agreements. One method of apportioning risk is the inclusion of provisions requiring one party to indemnify the other against losses that might otherwise be incurred by the other party in the future. Many of the Company’s agreements contain an indemnity or indemnities that require us to perform certain acts, such as remediation, as a result of the occurrence of a triggering event or condition. The Company is a party to a variety of agreements pursuant to which it may be obligated to indemnify the other party with respect to certain matters. Typically, these obligations arise in the context of contracts entered into by the Company, under which the Company customarily agrees to hold the other party harmless against losses arising from a breach of representations and covenants related to such matters as title to assets sold, certain IP rights, specified environmental matters, and certain income taxes. In each of these circumstances, payment by the Company is conditioned on the other party making a claim pursuant to the procedures specified in the particular contract, which procedures typically allow the Company to challenge the other party’s claims. Further, the Company’s obligations under these agreements may be limited in terms of time and/or amount, and in some instances, the Company may have recourse against third parties for

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certain payments made by the Company.

The nature of these numerous indemnity obligations are diverse and each has different terms, business purposes, and triggering events or conditions. Consistent with customary business practice, any particular indemnity obligation incurred is the result of a negotiated transaction or contractual relationship for which we have accepted a certain level of risk in return for a financial or other type of benefit. In addition, the indemnities in each agreement vary widely in their definitions of both triggering events and the resulting obligations contingent on those triggering events.  It is not possible to predict the maximum potential amount of future payments under these or similar agreements due to the conditional nature of the Company’s obligations and the unique facts and circumstances involved in each particular agreement.

Historically, payments made by the Company under these agreements have not had a material effect on the Company’s business, financial condition or results of operations and the Company is unable to estimate the maximum potential impact of these indemnification provisions on its future results of operations.

As permitted under Delaware law, the Company has agreements whereby we indemnify our officers and directors for certain events or occurrences while the officer or director is, or was serving, at our request in such capacity. The indemnification period covers all pertinent events and occurrences during the officer’s or director’s lifetime. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is unlimited; however, the Company has director and officer insurance coverage that reduces its exposure and enables it to recover a portion of any future amounts paid. The Company believes the estimated fair value of these indemnification agreements in excess of applicable insurance coverage is minimal.

Other Contingencies

In addition to the above matters, the Company is involved in various legal actions which arose in the ordinary course of its business activities. Management does not currently believe that the final resolution of these matters will ultimately have a material impact on the Company’s results of operations or financial position.

13.          SUBSEQUENT EVENTS

On October 10, 2007 the Company announced that it has engaged Thomas Weisel Partners as its financial advisor to assist the Company in the evaluation of strategic alternatives to maximize shareholder value. Strategic alternatives could include a merger, sale, acquisition by the Company or no change to its strategies. The Company expects to incur expenses during the process and there can be no assurance that the exploration of strategic alternatives will result in a transaction.

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Item 2.           MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND THE RESULTS O F OPERATIONS

Special Notice Regarding Forward-Looking Statements. The following discussion and analysis contains forward-looking statements including financial projections, statements as to the plans and objectives of management for future operations, and statements as to our future economic performance, financial condition or results of operations. These forward-looking statements are not historical facts but rather are based on current expectations, estimates, projections about our industry, our beliefs and our assumptions. Words such as “may,” “anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks” and “estimates” and variations of these words and similar expressions are intended to identify forward-looking statements. Our actual results may differ materially from those projected in these forward-looking statements as a result of a number of factors, including, but not limited to, Those factors described in the “Risk Factors” section of this Form 10-Q and our Annual Report on Form 10-K/A Amendment No. 2 for the year ended December 31, 2006 filed with the SEC on May 15, 2007. Readers of this report are cautioned not to place undue reliance on these forward-looking statements.

The following discussion should be read in conjunction with our unaudited condensed consolidated financial statements and related notes and other disclosures included elsewhere in this Form 10-Q and our Annual Report on Form 10-K/A Amendment No. 2 for the year ended December 31, 2006 filed with the SEC on May 15, 2007. Except for historic actual results reported, the following discussion may contain predictions, estimates and other forward-looking statements that involve a number of risks and uncertainties. See “Special Notice Regarding Forward-looking Statements” above and the “Risk Factors” section of this Form 10-Q and our Annual Report on Form 10-K/A Amendment No. 2 for the year ended December 31, 2006 filed with the SEC on May 15, 2007 for a discussion of certain factors that could cause future actual results to differ from those described in the following discussion.

OVERVIEW

We are a radio frequency (“RF”) semiconductor company providing RF product solutions worldwide to communications equipment companies. We design, develop and manufacture innovative, high performance products for both current and next generation wireless and RF identification (“RFID”) systems. Our RF product solutions are comprised of advanced, highly functional RF semiconductors, components and integrated assemblies which address the radio frequency challenges of these various systems.  We currently generate the majority of our revenue from our products utilized in wireless networks.  Our revenue from our products used in RF identification systems represents a less significant portion of our current revenue, however, we believe these systems represent one of our future growth opportunities.  The RF challenge is to create product designs that function within the unique parameters of various wireless system architectures. Our solution is comprised of design expertise, advanced device technology and manufacturability. Our communications products are used by telecommunication equipment manufacturers supporting and facilitating mobile communications, enhanced voice services, data and image transport. Our objective is to be a leading supplier of innovative RF semiconductor products.

During the first quarter of 2007, we ceased internal wafer manufacturing and adopted the fabless semiconductor business model. During the second quarter of 2007, we sold our fab assets to AmpTech, Inc. The fabless semiconductor model is more cost effective than having our own facility due to our limited volumes and the cost of developing and supporting our process technologies. There is a viable commercial wafer foundry market which we have accessed for the production of our wafers and we may enter into limited process development activities with some of these vendors to further optimize the processes and our products. We have manufacturing and supply agreements with Global Communications Semiconductors, Inc. and AmpTech, Inc. to provide our GaAs and InGap HBT wafers.

Building on the fabless business model, in order to further drive future anticipated cost savings, on August 4, 2007 we committed to an offshore program that will result in the transition of our final test and support operations to the Philippines. The operations are currently located in our San Jose, California facility. We incurred certain restructuring costs during the third quarter of 2007 associated with the implementation of this plan of approximately $182,000 as well as approximately $115,000 in dual staffing and start-up costs, and we expect to incur additional costs of $270,000 in the fourth quarter of 2007. The transition is expected to be completed in the first quarter of 2008 and the company anticipates cost savings of approximately $400,000 per quarter beginning in the second quarter of 2008.

During the third quarter of 2007, we implemented a restructuring plan for our Texas facility to cover the lease abandonment of the unused portion of our Texas facility. We have provided $142,000 for this restructuring cost.

We announced on October 10, 2007 that we have engaged Thomas Weisel Partners as our financial advisor to assist us in the evaluation of strategic alternatives to maximize shareholder value. Strategic alternatives could include a merger, sale, acquisition by us or no change to our strategies. We expect to incur expenses during the process and there can be no assurance that the exploration of strategic alternatives will result in a transaction. We do not intend to disclose any developments unless and until a specific transaction has been approved by our Board of Directors.

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In 2004 and 2005, we augmented our technology base and design capabilities through acquisitions.  On June 18, 2004, we completed our acquisition of the wireless infrastructure business and associated assets from EiC Corporation, a California corporation, and EiC Enterprises Limited (together “EiC”).  We believe that the addition of EiC’s technical expertise further enhanced our strategy of offering customers what we believe to be industry leading products for the wireless infrastructure market. On January 28, 2005, we acquired Telenexus, Inc. We believe the addition of Telenexus’ RFID products and technology will allow us to continue to enhance our RFID reader offerings to further capitalize on the market opportunity.

WJ Communications, Inc. (formerly Watkins-Johnson Company, “we,” “us,” “our”, “WJ” or the “Company”) was formed after a recapitalization merger with Fox Paine on January 31, 2000.  We were originally incorporated in California and reincorporated in Delaware in August 2000.

Our principal executive offices are located at 401 River Oaks Parkway, California 95134, and our telephone number at that location is (408) 577-6200. Our Internet address is www.wj.com.   Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, amendments to those reports and other Securities and Exchange Commission, or SEC, filings are available free of charge through our website as soon as reasonably practicable after such reports are electronically filed with, or furnished to, the SEC. The information contained on our website is not intended to be part of this report. Our common stock is listed on the Nasdaq Global Market (“NASDAQ”) and traded under the symbol “WJCI”.

Critical Accounting Policies and Estimates

Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent liabilities. On a continuous basis, we evaluate all our significant estimates including those related to doubtful accounts receivable, inventory valuation, impairment of long-lived assets, income taxes, restructuring including accruals for abandoned lease properties, contingencies and litigation. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstance, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions and such differences could be material. We believe the following critical accounting policies affect our more significant judgments and estimates used in the preparation of our consolidated financial statements.

Business Combinations

We allocate the purchase price of acquired companies to the tangible and intangible assets acquired and in-process research and development based on their estimated fair values. Such valuations require management to make significant estimations and assumptions, especially with respect to intangible assets.

Critical estimates in valuing certain intangible assets include but are not limited to: future expected cash flows from acquired developed technologies and patents, expected costs to develop the in-process research and development into commercially viable products and estimating cash flows from the projects when completed, customer contracts, customer lists, distribution agreements, also the brand awareness and the market position of the acquired products and assumptions about the period of time the brand will continue to be used in the combined company’s product portfolio. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable.

Revenue Recognition

We recognize revenue in accordance with SEC Staff Accounting Bulletin (“SAB”) No. 104, “Revenue Recognition.”  This SAB requires that four basic criteria must be met before revenue can be recognized:  (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services rendered; (3) the fee is fixed or determinable; and (4) collectibility is reasonably assured. Determination of criteria (3) and (4) are based on management’s judgments regarding the fixed nature of the fee charged for products delivered and the collectibility of those fees.

Effective for the second quarter ended July 3, 2005, the Company recognizes revenue from its distribution channels only when its distributors have sold the product to the end customer.  Although revenue is deferred until resale, title of products sold to distributors transfers upon shipment.  Accordingly, shipments to distributors are reflected in the consolidated balance sheets as accounts receivable and a reduction of inventories at the time of shipment.  Deferred revenue and the corresponding cost of sales on shipments to distributors are reflected in the consolidated balance sheets on a net basis as “Deferred margin on distributor inventory.”

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Beginning in September 2003, we entered into a program where the distributor would receive a credit if it sold specific product at a reduced price to specific end-customers pre-authorized by us.  We maintain a log of all such pre-authorized price reductions which we accrue as a reduction to revenue in the period that the pre-authorization occurs per issue 4 of EITF 01-9 “Accounting for Consideration Given by a Vendor to a Customer (Including a Reseller of the Vendor’s Products).”  Through the quarter ended April 3, 2005, the pricing allowance was solely offset to revenue.  Since we began recognizing revenue from our distribution channels only when our distributors have sold the product to the end customer, the pricing allowance will offset revenue only when the products with pre-authorized price reductions have shipped to the end-customer otherwise it will offset “Deferred margin on distributor inventory.” As of September 30, 2007 and October 1, 2006, our pricing allowance was $377,000 and $171,000, respectively.

If we reduce the prices of our products as negotiated with the distributor, the distributor may receive a credit for the difference between the price paid by the distributor and the reduced price on applicable unsold products remaining in the distributor’s inventory on the effective date of the price reduction assuming that inventory is less than 24 months old as determined by the original invoice date.

Stock-based Compensation

We adopted the provisions of, and account for stock-based compensation in accordance with, SFAS 123R effective January 1, 2006. Under the fair value recognition provisions of this statement, stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as expense on a straight-line basis over the requisite service period, which is the vesting period.

We use the Black-Scholes option pricing model to determine the fair value of stock options and employee stock purchase plan shares. The determination of the fair value of stock-based payment awards on the date of grant using an option-pricing model is affected by our stock price as well as assumptions regarding a number of complex and subjective variables. These variables include our expected stock price volatility over the term of the awards, actual and projected employee stock option exercise behaviors, risk-free interest rate and expected dividends.

We estimate the expected term of options granted by reviewing annual historical employee exercise behavior of option grants with similar vesting periods and the expected life assumptions of semiconductor peer companies.  Our estimate of pre-vesting option forfeitures is based on historical pre-vest termination rates and those of semiconductor peer companies and we record stock-based compensation expense only for those awards that are expected to vest. We considered (along with our own actual experience) the forfeiture rates of semiconductor peer companies due to our lack of extensive history.  Our volatility assumption is forecasted based on our historical volatility over the expected term. We base the risk-free interest rate that we use in the option pricing model on U.S. Treasury zero-coupon issues with remaining terms similar to the expected term on the options. We do not anticipate paying any cash dividends in the foreseeable future and therefore use an expected dividend yield of zero in the option pricing model. We are required to estimate forfeitures at the time of grant and revise those estimates in subsequent periods if actual forfeitures differ from those estimates. All share based payment awards are amortized on a straight-line basis over the requisite service periods of the awards, which are generally the vesting periods.

If factors change and we employ different assumptions for estimating stock-based compensation expense in future periods or if we decide to use a different valuation model, the future periods may differ significantly from what we have recorded in the current period and could materially affect our operating loss, net loss and net loss per share.  In addition, we have issued options, restricted stock and performance accelerated restricted stock units whose vesting is based on the achievement of specified performance targets.  Stock-based compensation expense for these awards is recognized when achievement of the performance targets is probable, except for the performance accelerated restricted stock units, where stock based compensation expense is recognized both on a graded vesting basis and when achievement of the performance targets is probable.  As a result of the unpredictability of the vesting of the performance based options, restricted stock and performance accelerated restricted stock units, our stock-based compensation expense is subject to fluctuation. The guidance in SFAS 123R and SAB 107 is relatively new. The application of these principles may be subject to further interpretation and refinement over time. There are significant differences among valuation models, and there is a possibility that we will adopt different valuation models in the future. This may result in a lack of consistency in future periods and materially affect the fair value estimate of stock-based payments. It may also result in a lack of comparability with other companies that use different models, methods and assumptions.

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Write-down of Excess and Obsolete Inventory

We write down our inventory for estimated obsolete or unmarketable inventory for the difference between the cost of inventory and the estimated market value based upon assumptions about future demand and market conditions. Management specifically identifies obsolete products and analyzes historical usage, forecasted production that is generally based on a rolling twelve month demand forecast, current economic trends and historical write-offs when evaluating the valuation of our inventory.  Due to rapidly changing customer forecasts and orders, additional write-downs of excess or obsolete inventory could be required in the future. Alternatively, the sale of previously written down inventory could result from unforeseen increases in customer demand.

Valuation of Intangible Assets and Goodwill

We periodically evaluate our intangible assets and goodwill in accordance with SFAS No. 142, “Goodwill and Other Intangible Assets,” for indications of impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Intangible assets include goodwill and purchased technology. Factors we consider important that could trigger an impairment review include significant under-performance relative to historical or projected future operating results, significant changes in the manner of our use of the acquired assets or the strategy for our overall business, or significant negative industry or economic trends. If these criteria indicate that the value of the intangible asset may be impaired, an evaluation of the recoverability of the net carrying value of the asset over its remaining useful life is made. If this evaluation indicates that the intangible asset is not recoverable, the net carrying value of the related intangible asset will be reduced to fair value, and the remaining amortization period may be adjusted. Any such impairment charge could be significant and could have a material adverse effect on our reported financial statements if and when an impairment charge is recorded. If an impairment charge is recognized, the amortization related to intangible assets would decrease during the remainder of the fiscal year.

Income Taxes

Financial Accounting Standards Board (“FASB”) Interpretation No. 48 (“FIN 48”), Accounting for Uncertainty in Income Taxes — an interpretation of FASB Statement No. 109, Accounting for Income Taxes establishes financial accounting and reporting standards for the effect of income taxes. In accordance with Statement of Financial Accounting Standards (“SFAS”) No. 109, we recognize federal, state and foreign current tax liabilities or assets based on our estimate of taxes payable or refundable in the current fiscal year by tax jurisdiction. We also recognize federal, state and foreign deferred tax assets or liabilities for our estimate of future tax effects attributable to temporary differences and carryforwards. We record a valuation allowance to reduce any deferred tax assets by the amount of any tax benefits that, based on available evidence and judgment, are not expected to be realized.

In addition, as part of the process of preparing our consolidated financial statements, we are required to estimate our income tax provision (benefit) in each of the jurisdictions in which we operate. This process involves us estimating our current income tax provision (benefit) together with assessing temporary differences resulting from differing treatment of items for tax and accounting purposes. These differences result in deferred tax assets and liabilities, which are included within our consolidated balance sheet.

We record a valuation allowance to reduce our deferred tax assets to the amount that is more likely than not to be realized. While we have considered future taxable income and ongoing prudent and feasible tax planning strategies in assessing the need for the valuation allowance, in the event we were to determine that we would be able to realize our deferred tax assets in the future in excess of our net recorded amount, an adjustment to the deferred tax asset would increase income in the period such determination was made. Likewise, should we determine that we would not be able to realize all or part of our net deferred tax asset in the future, an adjustment to the deferred tax asset would reduce income in the period such determination was made.  Due to the adoption of FIN 48 effective January 1, 2007, we calculated our contingencies based on certain estimates and judgments related primarily to the determination of research and experimental tax credits.

Restructuring

During fiscal 2002 and 2001, we recorded significant restructuring charges representing the direct costs of exiting certain product lines or businesses and the costs of downsizing our business. Such charges were established in accordance with Emerging Issues Task Force Issue 94-3 (“EITF 94-3”) “Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (Including Certain Costs Incurred in a Restructuring)” and Staff Accounting Bulletin No. 100, “Restructuring and Impairment Charges.” These charges include abandoned leased properties comprised of future lease payments net of anticipated sublease income, broker commissions and other facility costs, and asset impairment charges on tenant improvements deemed no longer realizable. In determining these estimates, we make certain assumptions with regards to our ability to sublease the space and reflect offsetting assumed sublease income in line with our best estimate of current market conditions. Should there be a further significant change in market conditions, the ultimate losses on these could be higher and such amount could be material. Except for changes in the sublease estimates we have made from time to time and an adjustment for property tax due to change in the ownership of our San Jose buildings during the three months ended April 1, 2007, actual results to date have been consistent with our assumptions at the time of the restructuring charges.

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On October 30, 2006, our Board of Directors committed us to a restructuring plan to close and exit our Milpitas fabrication facility (“fab”) during the first quarter of 2007. We completed the closure of the Milpitas fab at the end of March 2007.  The Milpitas fab produced some of our gallium arsenide semiconductor products and had substantial excess capacity.

We have a strategic foundry relationship with Global Communication Semiconductors, Inc. (“GCS”), and with the closure of our Milpitas fab GCS is currently the sole source for the manufacturing and supply of our GaAs and InGaP HBT wafers. With the recent sale of fab assets to AmpTech, Inc. (“AmpTech”) and entering into a wafer manufacturing and supply agreement with AmpTech, AmpTech will provide an additional source of supply for our GaAs and InGap HBT wafers after AmpTech starts its wafer fabrication line.

During the second quarter of 2007 we implemented a restructuring plan to provide for the restructuring expenses, primarily severance payments, associated with the reduction of personnel.

On August 4, 2007, our Board of Directors committed to an offshore program that will result in the transition of our final test and support operations to the Philippines. The operations are currently located in our San Jose, California facility. We expect to incur certain restructuring costs, primarily severance benefits associated with the implementation of this plan as well as dual staffing, retention and start-up costs. The transition is expected to be completed in the first quarter of 2008.

During the third quarter of 2007 we implemented a restructuring plan for our Texas facility to cover the lease abandonment of the unused portion of our Texas facility.

Impairment of Long-Lived Assets

In accordance with Statement of Financial Accounting Standards (“SFAS”) No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets,” we review long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Factors we consider that could trigger an impairment review include the following: significant underperformance relative to expected historical or projected future operating results; significant changes in the manner of our use of the acquired assets or the strategy for our overall business; significant negative industry or economic trends; or significant technological changes, which would render equipment and manufacturing processes obsolete. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of these assets to future undiscounted cash flows expected to be generated by these assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets.

Significant management judgment is required in the forecasting of future operating results which are used in the preparation of projected cash flows and should different conditions prevail, material write downs of our long-lived assets could occur.

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CURRENT OPERATIONS

The following table sets forth our condensed consolidated results of operations for the periods indicated, along with amounts expressed as a percentage of net sales, and comparative information regarding the absolute and percentage changes in these amounts:

	Three Months Ended
	September 30,					October 1,					Increase (Decrease)
\	2007					2006					in Dollar			in Percent
	(thousands)			%		(thousands)			%		(thousands)			%
Net sales	$	9,844		100.0		$	12,741		100.0		$	(2,897	)	(22.7	)
Cost of goods sold	5,032			51.1		5,648			44.3		(616		)	(10.9	)
Gross profit	4,812			48.9		7,093			55.7		(2,281		)	(32.2	)
Operating expenses:
Research and development	2,907			29.5		4,235			33.2		(1,328		)	(31.4	)
Selling and administrative	3,543			36.0		4,423			34.7		(880		)	(19.9	)
Restructuring credits	(139		)	(1.4	)	—			—		(139		)	n/m
Total operating expenses	6,311			64.1		8,658			68.0		(2,347		)	(27.1	)
Loss from operations	(1,499		)	(15.2	)	(1,565		)	(12.3	)	66			(4.2	)
Interest income	183			1.9		327			2.6		(144		)	(44.0	)
Interest expense	(19		)	(0.2	)	(14		)	(0.1	)	(5		)	35.7
Other income - net	3			0.0		2			0.0		1			50.0
Loss before income taxes	(1,332		)	(13.5	)	(1,250		)	(9.8	)	(82		)	6.6
Income tax benefit	—			—		(77		)	(0.6	)	77			(100.0	)
Net loss	$	(1,332	)	(13.5	)	$	(1,173	)	(9.2	)	$	(159	)	13.6

	Nine Months Ended
	September 30,					October 1,					Increase (Decrease)
	2007					2006					in Dollar			in Percent
	(thousands)			%		(thousands)			%		(thousands)			%
Net sales	$	33,345		100.0		$	37,494		100.0		$	(4,149	)	(11.1	)
Cost of goods sold	17,080			51.2		17,501			46.7		(421		)	(2.4	)
Gross profit	16,265			48.8		19,993			53.3		(3,728		)	(18.6	)
Operating expenses:
Research and development	11,809			35.4		14,024			37.4		(2,215		)	(15.8	)
Selling and administrative	11,720			35.1		13,680			36.5		(1,960		)	(14.3	)
Restructuring charges	498			1.5		—			—		498			n/m
Gain on the sale of assets held for sale	(901		)	(2.7	)	—			—		(901		)	n/m
Total operating expenses	23,126			69.4		27,704			73.9		(4,578		)	(16.5	)
Loss from operations	(6,861		)	(20.6	)	(7,711		)	(20.6	)	850			(11.0	)
Interest income	642			1.9		914			2.4		(272		)	(29.8	)
Interest expense	(55		)	(0.2	)	(60		)	(0.2	)	5			(8.3	)
Other income - net	124			0.4		6			0.0		118			n/m
Loss before income taxes	(6,150		)	(18.4	)	(6,851		)	(18.3	)	701			(10.2	)
Income tax benefit	—			—		(1,366		)	(3.6	)	1,366			(100.0	)
Net loss	$	(6,150	)	(18.4	)	$	(5,485	)	(14.6	)	$	(665	)	12.1

“n/m” means not meaningful

Sales

We recognized sales of $9.8 million and $33.3 million for the three months and nine months ended September 30, 2007, respectively. This compares to sales of $12.7 million and $37.5 million in the respective periods in 2006. Sales decreased 23% and 11% in the three month and nine month periods compared to the prior year. The decrease in the three month period resulted from several operational issues and lower customer demand for our semiconductor products which were partially offset by stronger demand the for our RFID products. The most significant operational issue was a shortage of qualified lead frames late in the quarter due to the rejection of several deliveries for quality issues by our assembly vendor. Also contributing to the lower third quarter sales level was our decision late in the second quarter of 2007 to limit shipments to a customer that had failed to qualify our lower cost parts. The new parts were not qualified during the third quarter, which resulted in minimal sales for these parts to the customer during the third quarter. For our semiconductor products, we experienced an 11% increase and 6% decrease in the weighted average selling price compared to the three and nine month periods of 2006. The increase in the weighted average selling price during the three month period was primarily due to higher average selling prices in our amplifier product family offset by an slightly unfavorable mix resulting in a net 11% increase. The decrease in the weighted average selling price during the nine month period resulted from a decline in prices of approximately 8% offset by a favorable mix resulting in a net 6% decrease. Units shipped during the three and nine month periods were 4.2 million and 16.9 million compared to 7.0 million and 19.7 million in the prior year.

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Significant orders for our products related to the TD-SCDMA build-out in China are currently expected to materialize in 2008. We anticipate that the use of our products in the build out would have a positive impact on our total sales and financial results next year.

Cost of Goods Sold

Our cost of goods sold was $5.0 million and $17.1 million for the three months and nine months ended September 30, 2007, respectively. This compares to $5.6 million and $17.5 million in the respective 2006 periods. The cost of goods sold was 51% of sales in the three and nine month periods of 2007 which was an increase from 44% and 47% of sales in the respective 2006 periods. The increase in cost of goods sold as a percentage of sales in the three month period compared to 2006 was due to a mix shift to lower margin RFID products and increased inventory reserves that were partially offset by lower manufacturing overhead spending both in terms of dollars and as a percentage of sales. Inventory reserves increased due to reserves for excess material as a result of the lower than expected shipments in the third quarter and reduced outlook for fourth quarter shipments based on lower customer demand. Manufacturing overhead decreased due to the closure of our wafer fabrication facility in the first quarter of 2007. For the nine month period, the increase in cost of goods sold as a percentage of sales compared to 2006 was higher primarily due to a mix shift to lower margin mixer and RFID products partially offset by lower inventory reserves and although net overhead spending in dollar terms was lower, it was higher as a percentage of sales due to the lower sales level.

With our transition to a fabless semiconductor manufacturing model and as our anticipated cost saving initiatives are realized, we expect cost of goods sold will decrease as a percentage of sales in future years depending on the overall level of sales that we are able to achieve.

Research and Development

Our research and development expense was $2.9 million and $11.8 million for the three and nine months ended September 30, 2007. This compares to research and development expenses of $4.2 million and $14.0 million in the respective 2006 periods. The decrease in 2007 expense was related to reduced spending resulting from the closure of our internal wafer fabrication facility which lowered our process development and new product costs during the three and nine month period ending September 30, 2007 as we used lower cost third-party support.

Product research and development is essential to our future success and we expect to continue making investments in new product development and engineering talent. In 2007, we will continue to focus our research efforts and resources on semiconductor development targeting multiple growth markets such as RF amplifiers, mixers and converters for wireless infrastructure, Base Station Power amplifiers, WiMAX and RFID. We will also explore process capabilities of third party foundries and develop products under new process technologies such as SiGe and BiCMOS. We expect expenditures for new product development to increase although we expect a decrease in overall R&D expense during 2007 as a result of significantly reducing process development costs with our fabless semiconductor manufacturing model.

Selling and Administrative

Selling and administrative expense was $3.5 million and $11.7 million for the three and nine month periods ended September 30, 2007. This compares to $4.4 million and $13.7 million in the respective 2006 periods. The decrease in spending for the three month ended September 30, 2007 compared to the 2006 period is due to lower severance, commissions and bonus accruals which were offset by higher professional fees and stock compensation charges. The decrease in spending for the nine months ended September 30, 2007 compared to the 2006 period is due to lower severance, commissions, bonus accruals, professional fees, advertising expenses and the absence of the intangible asset write-off related to the Telenexus trade name in the first quarter of 2006 which were offset by higher stock compensation charges and payroll expenses.

Restructuring Charges

On October 30, 2006, we committed to a restructuring plan to close and exit our Milpitas fabrication facility (“fab”) during the first quarter of 2007. We completed the closure of the Milpitas fab at the end of March 2007. The Milpitas fab produced a substantial portion of our gallium arsenide semiconductor products and had substantial excess capacity.

On May 23, 2007 we entered into an Asset Purchase Agreement with AmpTech to sell certain wafer fabrication equipment from our recently closed Milpitas fabrication facility. The consideration received by us consisted of cash in the amount of $1.8 million and a warrant to purchase 200,000 shares of AmpTech common stock. The fair value of the warrant was $1,400 and was not recorded as an asset due to uncertainty of realization in the future. We recorded a gain on the sale of the wafer

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fabrication equipment of approximately $901,000, net of sales tax provision of $148,500 and property tax of $80,000, which was included in the income from operations in the condensed consolidated statements of operations. The agreement also obligates AmpTech to reimburse us for certain expenses. In connection with the agreement the parties also entered into a one year Wafer Manufacturing and Supply Agreement which provides for AmpTech to manufacture and supply wafers to us utilizing our wafer production processes and for us to purchase such wafers. AmpTech is not currently producing wafers for us and is expected to start delivering in December of 2007. We also entered into a License Agreement whereby we license to AmpTech certain of our proprietary process technologies subject to certain restrictions. The License Agreement provides for AmpTech to pay us a royalty of 5% of its gross revenue from third parties, up to $750,000, and 3% of gross revenue thereafter for the seven year term. Products produced for us using our proprietary technology will not bear royalty.

We have strategic foundry relationships with Global Communication Semiconductors, Inc. (“GCS”) and AmpTech, Inc., and with the closure of our Milpitas fab GCS is currently the sole source of the manufacturing and supply of our GaAs and InGaP HBT wafers and AmpTech will provide an additional source after AmpTech starts its wafer fabrication line. The foundry agreements with AmpTech and GCS provide us with two qualified foundries.

On August 4, 2007, we committed to an offshore program that will result in the transition of our final test and support operations to the Philippines. The operations are currently located in our San Jose, California facility. We incurred certain restructuring costs during the third quarter of 2007 associated with the implementation of this plan of approximately $182,000 as well as approximately $115,000 in dual staffing and start-up costs, and we expect to incur additional cost of $270,000 in the fourth quarter of 2007. The transition is expected to be completed in the first quarter of 2008 and we anticipate cost savings of approximately $400,000 per quarter beginning in the second quarter of 2008.

During the third quarter of 2007 we implemented a restructuring plan for our Texas facility to cover the lease abandonment of the unused portion of our Texas facility. We have provided $142,000 for this restructuring cost.

The restructuring expense for the three and nine month period ended September 30, 2007, was a credit of $139,000 and an expense of $498,000, respectively which consisted of charges of $10,000 and $696,000 for the three and nine months respectively, for the Q4 2006 restructuring plan for professional services, lease termination costs and other expenses towards closure of our Milpitas fab, charges of $182,000 for the three and nine months for the Q3 2007 Philippines Offshore Restructuring Plan for severance, $142,000 for the three and nine months for the Q3 2007 Texas Restructuring Plan for partial lease abandonment at our Texas facility, a credit of $8,000 for three months ended September 30, 2007and charges of $90,000 for nine months ended September 30, 2007 for the Q2 2007 restructuring plan primarily for partial reversal of severance accrual and severance payments and a credit of $465,000 and $612,000 for the three and nine month period ended September 30, 2007, respectively, for the Q3 2001 and Q3 2002 restructuring plans towards adjustment of an estimate based on a new sublease against the lease loss.

Interest Income, net

Interest income represents interest earned on cash equivalents and short-term available-for-sale investments. Our net interest income in the three months ended September 30, 2007 was $183,000, a decrease of $144,000 or 44% as compared with net interest income of $327,000 in the three months ended October 1, 2006. Our net interest income in the nine months ended September 30, 2007 was $642,000, a decrease of $272,000 or 30% as compared with net interest income of $914,000 in the nine months ended October 1, 2006. The lower level of interest income was primarily related to the lower level of investible assets.

Other Income, net

Other income in the nine months ended September 30, 2007 primarily consisted of the settlement of an insurance claim for a theft loss of approximately $118,000.

Income Tax

No tax provision or benefit was recorded in the three and nine months ended September 30, 2007. Our effective tax rate differs from the U.S. federal statutory tax rate of 35% primarily due to the losses without tax benefit as the Company has recorded a full valuation allowance. During the nine months ended October 1, 2006, we recorded a tax benefit of $1.4 million resulting from a revision of our estimated tax liability based on the statute expiration of certain estimated state tax exposures. Our effective tax rate for the remainder of the current fiscal year is not expected to change significantly.

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LIQUIDITY AND CAPITAL RESOURCES

Cash, cash equivalents and short-term investments at September 30, 2007 totaled $13.2 million, a decrease of $12.2 million or 48% compared to the balance of $25.4 million at December 31, 2006.

On January 23, 2007, the Company entered into a fifth amendment to extend the maturity date from January 21, 2007 to June 30, 2008 to its Amended and Restated Loan and Security Agreement (the “Revolving Credit Facility”) between Comerica Bank and the Company dated September 23, 2003. Comerica also provided the Company with a letter agreement, starting on January 22, 2007, that the Company had a 30-day grace period until the credit facility automatically expired during which period the credit facility remained in full force without lapse or termination. Interest rates on outstanding borrowings are periodically adjusted based on certain financial ratios and are initially set, at our option, at LIBOR plus 2.0% or Prime less 0.25%. The Revolving Facility requires us to maintain certain financial ratios, (such as a minimum unrestricted cash balance and a minimum tangible net worth), and contains limitations on, among other things, our ability to incur indebtedness, pay dividends and make acquisitions without the bank’s permission.  The Revolving Facility is secured by substantially all of our assets. We were in compliance with the covenants as of September 30, 2007. As of September 30, 2007, the borrowings available to the Company under the Revolving Facility was $10 million. As of September 30, 2007 and December 31, 2006, there were no outstanding borrowings under the Revolving Facility. We have letters of credit of $3.7 million available as of September 30, 2007 that are being used as collateral on our leased facilities and workers compensation obligations.

Net Cash Used in Operating Activities

Net cash used in operations was $12.0 million and $3.5 million in the nine months ended September 30, 2007 and October 1, 2006, respectively. Net loss in the nine months ended September 30, 2007 and October 1, 2006 was $6.1 million and $5.5 million, respectively.

The most significant cash item impacting the difference between net loss and cash flows used in operations in the nine months ended September 30, 2007 was $10.6 million used by working capital. The $10.6 million used by working capital relates to a $2.4 million decrease in restructuring liabilities, a $1.6 million increase in inventories and a $3.3 million increase in receivables partially offset by $901,000 gain on disposal of property, plant and equipment. The $2.4 million decrease in restructuring liabilities relates to payments against the remaining lease loss accrual and severance payments.  The $1.6 million increase in inventories resulted from a strategic inventory build associated with the closure of the wafer fab and lower demand by our distributors. The $3.3 million increase in receivables relates to increased level of shipments timing at the end of our quarter. Non-cash items included in net loss in the nine months ended September 30, 2007 were primarily $2.5 million of depreciation and amortization and $3.1 million of stock based compensation expense.

The most significant cash item impacting the difference between net loss and cash flows used in operations in the first nine months of 2006 was $2.3 million used by working capital. The $2.3 million used by working capital relates to a $797,000 decrease in accruals and accounts payable and a $2.0 million decrease in restructuring liabilities which were partially offset by a $887,000 decrease in inventories. The $797,000 decrease in accruals and payables relates to the timing of invoice payments relative to our quarter end. The $2.0 million decrease in restructuring liabilities relates to payments against the remaining lease loss accrual. The $887,000 decrease in inventories resulted from decreased cycle time in our wafer fabrication process and a $1.3 million write-down to reduce excess inventories to their estimated net realizable values. Non-cash items included in net loss in the nine months ended October 1, 2006 included $1.4 million related to a decrease in our income tax liability, $2.5 million of depreciation and amortization and $1.3 million of stock based compensation expense. The $1.4 million decrease in our income tax liability resulted from a revised estimate based on the statute expiration of certain estimated state tax exposures during April and October 2006.

Net Cash Provided by Investing Activities

Net cash provided by investing activities was $4.1 million and $2.6 million in the nine months ended September 30, 2007 and October 1, 2006, respectively.  In the nine months ended September 30, 2007, we realized $14.2 million in proceeds from the sale and maturities of our short-term investments and $1.6 million in proceeds from the sale of our equipment to AmpTech and disposal of fixed assets which was partially offset by $9.8 million used to purchase short-term investments and $2.0 million to invest in property, plant and equipment.  In the nine months ended October 1, 2006, we realized $23.0 million in proceeds from the sale and maturities of our short-term investments which was partially offset by $19.4 million used to purchase short-term investments and $1.3 million to invest in property, plant and equipment. During 2007, we expect to invest approximately $2.4 million in capital expenditures of which $2.1 million was purchased in the first nine months. We have funded our capital expenditures from cash, cash equivalents and short-term investments and expect to continue to do so throughout 2007.

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In conjunction with our acquisitions, we may be required to pay additional consideration related to the achievement of specific revenue and gross margin targets. With respect to EiC, we determined that the revenue and gross margin targets that had to be achieved by March 31, 2005 and 2006, respectively, were not achieved. We communicated our conclusion to EiC and they notified us that they disagree with our conclusions. We believe EiC’s assertions are without merit. Should we be required to pay the additional consideration, it may be up to $14.0 million of which 10% would be in cash and 90% in shares. With respect to Telenexus, we determined that the revenue targets that had to be achieved by October 28, 2006 were not achieved and we communicated our conclusion to the selling shareholders. The Telenexus selling shareholders had thirty days to review and possibly contest our calculation. The Telenexus selling shareholders did not so notify us during the thirty day period.

Net Cash Provided by Financing Activities

Net cash provided by financing activities was $68,000 and $1.5 million for the nine months ended September 30, 2007 and October 1, 2006, respectively.  In the nine months ended September 30, 2007, we received net proceeds of $599,000 from the sale of our common stock to employees through our option plans which was partially offset by $480,000 used to repurchase our common stock from employees to cover the income tax withholdings and $32,000 of financing costs associated with our revolving credit facility. In the nine months ended October 1, 2006, we received net proceeds of $1.6 million from the sale of our common stock to employees through our employee stock purchase and option plans and paid  $32,000 for financing costs associated with our revolving credit facility.

Based on our current plans and business conditions, we believe that our existing cash, cash equivalents and short-term investments together with available borrowings under our line of credit will be sufficient to meet our liquidity and capital spending requirements for at least the next twelve months. Thereafter, we will utilize our cash, cash flows and borrowings to the extent available and, if desirable or necessary, we may seek to raise additional capital through the sale of debt or equity. There can be no assurances, however, that future borrowings, equity or debt financings, and capital resources will be available on favorable terms or at all and such financing could be dilutive in ownership, preferences, rights or privileges to our existing stockholders. Our cash flows are highly dependent on demand for our products, timing of orders and shipments with key customers and our ability to manage our working capital, especially inventory and accounts receivable, as well as controlling our production and operating costs in line with our revenue.

Contractual Obligations

Our contractual obligations and the effect those obligations are expected to have on our liquidity and cash flows are set forth in “Management’s Discussion and Analysis of Results of Operations and Financial Condition” of our annual report on Form 10-K/A Amendment No. 2 for the year ended December 31, 2006.

Due to the adoption of FIN 48, a $395,000 liability was recorded in the first quarter of 2007. We do not expect this liability to be satisfied within the next twelve months.

On May 23, 2007, we entered into a one year wafer manufacturing and supply agreement with AmpTech which provides for AmpTech to manufacture and supply wafers to us utilizing our wafer production processes and for us to purchase such wafers. During the initial term of the agreement, we are required to provide AmpTech with orders for a minimum quantity of wafers periodically, beginning after AmpTech is able to consistently deliver wafers. AmpTech is expected to start delivering wafers in early December of 2007 and thereafter we estimate our obligation to purchase wafers during the agreement term to be approximately $1.1 million.

Off-Balance Sheet Arrangements

We do not have any special purpose entities or off-balance sheet financing arrangements except for certain operating leases discussed in Note 10 to the consolidated financial statements contained in our Annual Report on Form 10-K/A Amendment No. 2 for the year ended December 31, 2006.

  Item 3.        QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

The following discussion about our market risk disclosures involves forward-looking statements. Actual results could differ materially from those projected in the forward-looking statements. We are exposed to market risk related to changes in interest rates. We do not use derivative financial instruments for speculative or trading purposes.

Cash, Cash Equivalents and Investments

Cash and cash equivalents consist of money market funds and commercial paper acquired with remaining maturity periods of 90 days or less and are stated at cost plus accrued interest which approximates market value. Short-term investments consist primarily of high-grade debt securities (A rating or better) with maturity greater than 90 days from the date of

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acquisition and are classified as available-for-sale. Short-term investments classified as available-for-sale are reported at fair market value with unrealized gains or losses excluded from earnings and reported as a separate component of stockholders’ equity, net of tax, until realized. These available-for-sale securities are subject to interest rate risk and will rise or fall in value if market interest rates change. They are also subject to short-term market risk. We have the ability to hold our fixed income investments until maturity, and therefore we would not expect our operating results or cash flows to be affected to any significant degree by the effect of a sudden change in market interest rates on our investment portfolio.

The following table provides information about our investment portfolio and constitutes a “forward-looking statement.” For investment securities, the table presents principal cash flows and related weighted average interest rates by expected maturity dates.

			Weighted
	Expected Maturity		Average Interest
Expected Maturity Dates	Amounts		Rate
	(in thousands)
Cash equivalents:
2007	$	9,222	4.50	%
Short-term investments:
2007	3,992		5.19	%
Fair value at September 30, 2007	$	13,214

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  Item 4.      CONTROLS AND PROCEDURES

Attached as exhibits 31.1 and 31.2 to this Form 10-Q are certifications of WJ Communication’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), which are required in accordance with Rule 13a-14 of the Securities Exchange Act of 1934, as amended. This “Controls and Procedures” section includes information concerning the controls and controls evaluation referred to in the certifications, and it should be read in conjunction with the certifications for a more complete understanding of the topics presented.

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures, as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. We conducted an evaluation (the “Evaluation”), under the supervision and with the participation of our CEO and CFO, of the effectiveness of the design and operation of our disclosure controls and procedures (“Disclosure Controls”) as of the end of the period covered by this report pursuant to Rule 13a-15 of the Exchange Act. Based on this Evaluation, our CEO and CFO concluded that our Disclosure Controls were not effective as of the end of the period covered by this report due to the following material weaknesses.

During the preparation of our financial statements for the quarterly period ended October 1, 2006, we determined that we had not properly accrued cash bonuses earned under employment agreements, including executive officers. As a result, management concluded, after discussions with the Audit Committee of the Company’s Board of Directors, that we should restate our previously filed financial statements for the quarterly periods ended April 2, 2006 and October 1, 2006 in order to correct these errors. As a result of our determination that the errors should be corrected and that previously filed financial statements should be restated, management concluded that there was a material weakness in our internal control over financial reporting. We have remediated the material weakness described above.

In connection with the preparation of our financial statements for the year ended December 31, 2006, we identified a material weakness in the Company’s internal control over financial reporting as of December 31, 2006. We did not maintain a sufficient number of qualified resources with the required proficiency to apply our accounting policies in accordance with generally accepted accounting principles of the United States of America. This control deficiency resulted in adjustments, including audit adjustments, recorded in the financial statements, affecting revenue, restructuring accruals, operating expenses and SFAS 123R expenses. This control deficiency could result in misstatements of our financial statements and disclosures that could result in a material misstatement to the annual or interim consolidated financial statements that would not be prevented or detected.  We are currently evaluating further actions required to remediate this material weakness.

Subsequent to the issuance of our December 31, 2006 financial statements, we determined we had not properly recorded the restructuring accrual that was established in 2001 and 2002.  As a result, we concluded, after discussions with the Audit Committee of the Company’s Board of Directors, that we should restate the Company’s previously filed financial statements for the fiscal year ended December 31, 2006 in order to correct this error.  As a result of our determination that the errors should be corrected and that previously filed financial statements should be restated, management has concluded that there is a material weakness in the Company’s internal control over financial reporting.  We are currently assessing the actions necessary to remediate this material weakness.

Changes in Internal Controls

We have evaluated our internal control over financial reporting (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act), and there have been no changes in our internal control over financial reporting during the most recent fiscal quarter, other than as described above, that have materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II — OTHER INFORMATION

Item 1A.  RISK FACTORS

You should carefully consider the risks described in the “Risk Factors” section of our Annual Report on Form 10-K/A Amendment No. 2 for the year ended December 31, 2006 filed with the SEC on May 15, 2007 and described herein below before making an investment in our securities.  Set forth below are the specific risk factors which have been updated or

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included to reflect material changes from the risk factors previously disclosed in our Form 10-K/A Amendment No. 2 for the year ended December 31, 2006 in response to Item 1A.of Part I of Form 10-K.  There have been no other material changes from the risk factors previously disclosed in our Form 10-K/A Amendment No. 2 for the year ended December 31, 2006.  The forward-looking statements in this Quarterly Report on Form 10-Q involve risks and uncertainties and actual results may differ materially from the results we discuss in the forward-looking statements. If any of the risks we have described in the “Risk Factors” section and elsewhere in our SEC filings actually occur, our business, financial condition or results of operations could be materially adversely affected. In that case, the trading price of our stock could decline, and you may lose all or part of your investment.

We are exploring strategic alternatives and the process could negatively impact our operating results, our stock price and our business.

We announced on October 10, 2007 that we have engaged Thomas Weisel Partners as our financial advisor to assist us in the evaluation of strategic alternatives. We are uncertain as to what impact the evaluation process itself or any particular strategic alternative will have on our operating results, our stock price and our business if accomplished or whether any transaction will even occur as a result of exploring strategic alternatives. Other uncertainties and risks relating to exploring strategic alternatives we face are:

•           it may disrupt our operations, affect morale, distract management and result in the loss of employees, vendors or customers, which could  negatively impact our operating results and harm our business;

•           we expect to incur expenses during the process and the process may be more time consuming and expensive than we currently anticipate; and

•           we may not be able to identify any strategic alternatives that are worth pursuing or otherwise consummate any strategic alternatives that we do pursue.

We have a history of losses, we may incur future losses, and if we are unable to achieve profitability our business will suffer and our stock price may decline.

We have not recorded operating income since 1999 and we may not be able to achieve revenue or earnings growth or obtain sufficient revenue to sustain profitability. In the nine months ended September 30, 2007 our sales were $33.3 million and we incurred an operating loss of $6.8 million compared to sales of $37.5 million and an operating loss of $7.7 million for the nine months ended October 1, 2006.  In addition, our sales for 2006 were $48.8 million and we incurred an operating loss of $10.8 million compared to sales of $31.6 million and an operating loss of $22.1 million for 2005.  Our accumulated deficit was $189.6 million at September 30, 2007.

We expect that reduced end-customer demand compared to our prior history, and other factors, could adversely affect our operating results in the near term, and we could incur additional losses in the future. Other factors that could negatively impact our results include, but are not limited to:

•production overcapacity in the industry, which could reduce the price of our products adversely affecting our sales and margins;

•rescheduling, reduction or cancellation of significant customer orders, which could cause us to lose sales that we had anticipated;

•any loss of a key customer;

•the ability of our customers to manage their inventories, which if not properly managed could cause our customers to reschedule, reduce or cancel significant orders or return our products; and

•political and economic instability, foreign conflicts involving or the impact of regional and global infectious illnesses (such as outbreaks of SARS and bird flu) in the countries of our vendors, manufacturers, subcontractors and customers, particularly in the countries of China, South Korea, Malaysia and the Philippines.

We may incur losses for the foreseeable future, particularly if our revenues do not increase or if our expenses increase faster than our revenues. In order to return to profitability, we must achieve revenue growth and reduce expenses, and we currently face an environment of uncertain demand in the markets our products address.

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We depend on our sole worldwide distributor for distribution of our RF semiconductor products and the loss of this relationship could materially reduce our sales.

Richardson Electronics, Ltd is the sole worldwide distributor of our complete line of RF semiconductor products. Richardson Electronics, Ltd is our largest semiconductor customer, and our sales to Richardson Electronics represent 42% and 44% of our total sales for the nine months ended September 30, 2007 and October 1, 2006, respectively.  We cannot assure you that this exclusive relationship will improve sales of our semiconductor products or that it is the most effective method of distribution.  If Richardson Electronics fails to successfully market and sell our products, our semiconductor sales could materially decline. Our agreement with this distributor does not require it to purchase our products and may be terminated at any time. If this distribution relationship is discontinued, our RF semiconductor sales could decline significantly.

We depend upon a small number of customers that account for a high percentage of our sales and the loss of, or a reduction in orders from, a significant customer could result in a reduction of sales.

We depend on a small number of customers for a majority of our sales. We had two customers, Richardson Electronics and Celestica, who accounted for more than 10% of our sales and in aggregate accounted for 58% of our sales for the nine months ended September 30, 2007 and 62% of our sales for the nine months ended October 1, 2006.  Sales to Richardson Electronics accounted for 42% and 44% of our sales for the nine months ended September 30, 2007 and October 1, 2006, respectively.  Sales to Celestica accounted for 16% and 18% of our sales for the nine months ended September 30, 2007 and October 1, 2006, respectively. This concentration exposes us to significant risk if either customer was to reduce their level of business with us.

In addition, most of our sales result from purchase orders or from contracts that can be cancelled on short notice. Moreover, it is possible that our customers may develop their own products internally or purchase products from our competitors. Also, events that impact our customers, for example wireless equipment manufacturers consolidation and/or wireless carrier consolidation, can adversely affect our sales. We expect that our key customers will continue to account for a substantial portion of our revenue in 2007. The loss of, or a reduction in orders from, a significant customer for any reason could cause our sales to decrease.

If we, or our outsourced manufacturers, fail to accurately forecast component and material requirements, we could incur additional costs or experience product delays.

We use rolling forecasts based on anticipated product orders to determine our component requirements. It is important that we accurately predict both the demand for our products and the lead times required to obtain the necessary products and/or components and materials. Lead times for components and materials that we, or our outsourced manufacturers, order can vary significantly and depend on factors such as specific supplier requirements, the size of the order, contract terms and current market demand for the components. To the extent that we rely on outsourced manufacturers, many of these factors will be outside of our direct managerial control. For substantial increases in production levels, our outsourced manufacturers and some suppliers may need nine months or more lead time. As a result, we may be required to make financial commitments in the form of purchase commitments. We lack visibility into the finished goods inventories of our customers and the end-users. This lack of visibility impacts our ability to accurately forecast our requirements. If we overestimate our component, material and outsourced manufactured requirements, we may have excess inventory, which would increase our costs. An additional risk for potential excess inventory results from our volume purchase commitments with certain material suppliers, which can only be reduced in certain circumstances. Additionally, if we underestimate our component, material, and outsourced manufactured requirements, we may have inadequate inventory, which could interrupt and delay delivery of our products to our customers. Any of these occurrences would negatively impact our sales and profitability. We have incurred, and may in the future incur, charges related to excess and obsolete inventory. These charges amounted to $747,000 and $1.3 million in the nine month periods ended September 30, 2007 and October 1, 2006, respectively. While these charges may be partially offset by subsequent sales of previously written-down inventory, there can be no assurance that any such sales will be significant. As we broaden our product lines we must outsource the manufacturing of or purchase a wider variety of components. In addition, new product lines contain a greater degree of uncertainty due to a lack of visibility of customer acceptance and potential competition. Both of these factors will contribute to a higher level of inventory risk in our near future.

There are inherent risks associated with sales to our foreign customers.

We sell a significant portion of our product to customers outside of the United States. Sales to customers outside of the United States accounted for 48% and 53% of our sales in the nine month periods ended September 30, 2007 and October 1, 2006, respectively and 52%, 44% and 35% of our sales in 2006, 2005 and 2004, respectively. Most of our foreign sales are to customers located in China. We expect that sales to customers outside of the United States will continue to account for a significant portion of our sales. Although all of our foreign sales are denominated in U.S. dollars, such sales are subject to certain risks, including, among others, changes in regulatory requirements, the imposition of tariffs and other trade barriers, the existence of political, legal and economic instability in foreign markets, language and cultural barriers, seasonal reductions in business activities, our ability to receive timely payment and collect our accounts receivable, currency fluctuations, and potentially adverse tax consequences, which could adversely affect our business and financial results.

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Our dependence on two foundry partners exposes us to a risk of manufacturing disruption, uncontrolled price changes and other risks which could harm our business.

On October 30, 2006, our Board of Directors committed us to a restructuring plan to close and exit our Milpitas fabrication facility during the first quarter of 2007. We completed the closure of the Milpitas fabrication facility at the end of March 2007. Global Communication Semiconductors, Inc., our foundry partner, has become the primary source of the manufacturing and supply or our GaAs and InGap HBT wafers as a result of the fab closure. In May 2007 we entered into a manufacturing supply agreement with AmpTech to provide an additional source of supply for our GaAs and InCap HBT wafers. AmpTech is still in its start up phase and as a result its ability to consistently supply us wafers has not been demonstrated. If our foundry partners are unable to meet our wafer needs for any reason there can be no assurance that we will be able to find alternative sources.

If the operations of our foundry partners should be disrupted, or if they should choose not to devote capacity to our products in a timely manner, our business could be adversely impacted, as we might be unable to manufacture some of our products on a timely basis. In addition, the cyclicality of the semiconductor industry has periodically resulted in disruption of supply. We may not be able to find sufficient capacity at a reasonable price or at all if such disruptions occur. As a result, we face significant risks which could harm our business and have a negative impact on our operating results, including:

• reduced control over delivery schedules and quality;

• longer lead times;

• the potential lack of adequate capacity during periods when industry demand exceeds available capacity;

• difficulties finding and qualifying new foundry partners ;

• limited warranties on products supplied to us;

• potential increases in prices due to capacity shortages and other factors; and

• potential misappropriation of our intellectual property.

We may not achieve the anticipated benefits of our offshore program to transition our final test and support operations to Philippines and offshore operations are also subject to certain inherent risks

We are implementing an offshore program that will result in the transition of our final test and support operations to the Philippines from our current location in San Jose, California. Since we expect the transition to result in future cost savings, if there are significant unexpected delays, difficulties, disruptions, cost or employee issues associated with the transition we may be unable to achieve the anticipated benefits in full or in part. Offshore operations are also subject to certain inherent risks and once the transition is complete we could be exposed to risks which include labor shortages and disputes, difficulties in managing effectively from the U.S., political and economic instability, change in governmental regulations, restriction on foreign ownership and control, currency and exchange rate fluctuations, lack of proprietary protection and other risks which could harm our business and negatively impact our operating results.

We determined that we had material weaknesses in our internal control over financial reporting which have caused us to restate our financial results. These material weaknesses and any future restatements to our financial statements which may result from it, could result in a loss of investor confidence in our financial reports and have an adverse effect on our stock price and potentially limit our access to financial markets.

In connection with the preparation of our financial statements for the year ended December 31, 2006, we identified a material weakness in the Company’s internal control over financial reporting as of December 31, 2006. We did not maintain a sufficient number of qualified resources with the required proficiency to apply our accounting policies in accordance with generally accepted accounting principles of the United States of America. This control deficiency resulted in adjustments, including audit adjustments, recorded in the financial statements, affecting revenue, restructuring accruals, operating expenses and SFAS 123R expenses. This control deficiency could result in misstatements of our financial statements and disclosures that could result in a material misstatement to the annual or interim consolidated financial statements that would not be prevented or detected.

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Subsequent to the issuance of our December 31, 2006 financial statements, we determined we had not properly recorded the restructuring accrual that was established in 2001 and 2002.  As a result, we concluded, after discussions with the Audit Committee of the Company’s Board of Directors, that we should restate the Company’s previously filed financial statements for the fiscal year ended December 31, 2006 in order to correct this error.  As a result of our determination that the errors should be corrected and that previously filed financial statements should be restated, management has concluded that there is a material weakness in the Company’s internal control over financial reporting.

As a result of the Company’s determination that these errors should be corrected and that previously filed financial statements should be restated, management has concluded that there is are material weaknesses in the Company’s internal controls over financial reporting and that the disclosure controls and procedures are not effective. Should we discover that we have material weaknesses in our internal control over financial reporting in the future, especially considering that we have had material weaknesses in the past, investors could lose confidence in the accuracy and completeness of our financial reports, which could have an adverse effect on our stock price and could limit our access to financial markets.

Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

At our Annual Meeting of Stockholders held on July 19, 2007 our stockholders:

(a)Elected each of the following nine nominees as directors, each to serve until the next annual meeting of stockholders and to hold office until their successors are duly elected and qualified. The vote for each director was as follows:

Nominee	For	Withheld
W. Dexter Paine, III	54,699,786	7,592,122
Bruce W. Diamond	61,806,814	485,094
Patrice M. Daniels	61,894,306	397,602
Michael E. Holmstrom	61,897,306	394,602
Catherine P. Lego	61,896,306	395,602
Jack G. Levin	61,969,541	322,367
Liane J. Pelletier	61,178,462	1,113,446
Robert Whelton	61,977,191	314,717
Angelos J. Dassios	61,969,541	322,367

(b)Approved an amendment to the Company’s 2000 Amended and Restated 2000 Non-Employee Director Stock Compensation Plan by the votes indicated:

For	Against	Abstain	Broker non-vote
48,866,711	2,650,351	16,476	10,758,370

(c)Approved an amendment to the Company’s Amended and Restated 2000 Stock Incentive Plan by the votes indicated:

For	Against	Abstain	Broker non-vote
42,716,792	8,763,796	52,950	10,758,370

(d)Ratified the appointment of Deloitte & Touche, LLP as the Company’s independent registered public accounting firm for the fiscal year 2007 by the votes indicated:

For	Against	Abstain	Broker non-vote
62,143,881	126,863	21,164	-0-

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Item 6.  EXHIBITS

The exhibits listed on the following index to exhibits are filed as part of this Form 10-Q.

Exhibit
Number	Exhibit Description
10.1	First Amendment to Amended and Restated 2000 Stock Incentive Plan, dated July 19, 2007.
10.2	Second Amendment to Amended and Restated 2000 Non-Employee Director Stock Incentive Plan, dated July 19, 2007.
31.1	Certification of Bruce W. Diamond, Chief Executive Officer (principal executive officer), pursuant to Rule 13a-14/15d-14(a) of the Securities Exchange Act of 1934.
31.2	Certification of R. Gregory Miller, Chief Financial Officer (principal financial officer), pursuant to Rule 13a-14/15d-14(a) of the Securities Exchange Act of 1934.
32.1	Certification of Bruce W. Diamond, Principal Executive Officer, Pursuant To 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of R. Gregory Miller, Principal Financial Officer, Pursuant To 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002.

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SIGNATURES

Pursuant to the requirements the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized

		WJ COMMUNICATIONS, INC.
		(Registrant)
Date	November 13, 2007	By:	/s/ BRUCE W. DIAMOND
			Bruce W. Diamond
			President and Chief Executive Officer
			(principal executive officer)
Date	November 13, 2007	By:	/s/ R. GREGORY MILLER
			R. Gregory Miller
			Vice President and Chief Financial Officer
			(principal financial officer)

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