-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, T+ob4NcDeH7H7P8V9QInvFD/HE4nB5Yq768IiNRAkUcbNsNEUT+h3cvTQJfadktv WJGD49qMD0GVBVagzBDeQg== 0001157523-06-007709.txt : 20060801 0001157523-06-007709.hdr.sgml : 20060801 20060801165808 ACCESSION NUMBER: 0001157523-06-007709 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060801 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060801 DATE AS OF CHANGE: 20060801 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WJ COMMUNICATIONS INC CENTRAL INDEX KEY: 0000105006 STANDARD INDUSTRIAL CLASSIFICATION: SPECIAL INDUSTRY MACHINERY, NEC [3559] IRS NUMBER: 941402710 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-31337 FILM NUMBER: 06995088 BUSINESS ADDRESS: STREET 1: 401 RIVER OAKS PARKWAY CITY: SAN JOSE STATE: CA ZIP: 95134 BUSINESS PHONE: 408-577-6200 MAIL ADDRESS: STREET 1: 401 RIVER OAKS PARKWAY CITY: SAN JOSE STATE: CA ZIP: 95134 FORMER COMPANY: FORMER CONFORMED NAME: WATKINS JOHNSON CO DATE OF NAME CHANGE: 19920703 8-K 1 a5200601.txt WJ COMMUNICATIONS, INC. 8K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): August 1, 2006 WJ COMMUNICATIONS, INC. (Exact name of registrant as specified in its charter) Commission file number 000-31337 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) Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [_] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 2.02 Results of Operations and Financial Condition. On August 1, 2006, WJ Communications, Inc. (the "Company") issued a press release related to its financial results for the quarterly period ended July 2, 2006. A copy of the Company's Press Release and the financial statements which were included in the Press Release, is attached hereto as Exhibit 99.1 and is being furnished under Item 2.02 of this Report on Form 8-K. The information furnished shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, or incorporated by reference into any filing thereunder or under the Securities Act of 1933 unless expressly set forth by specific reference in such filing. Item 9.01 Financial Statements and Exhibits. (d) Exhibits 99.1 Press Release dated August 1, 2006 announcing the Company's financial results for the quarterly period ended July 2, 2006. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized. WJ COMMUNICATIONS, INC. By: /s/ DAVID R. PULVINO ----------------------------- David R. Pulvino Principal Accounting Officer Dated: August 1, 2006 EXHIBIT INDEX Exhibit Number Description - ------------------------- ------------------------------------------ 99.1 Text of Press Release dated August 1, 2006 (furnished pursuant to Item 2.02). EX-99.1 2 a5200601ex991.txt EXHIBIT 99.1 Exhibit 99.1 WJ Communications, Inc. Reports Second Quarter 2006 Financial Results SAN JOSE, Calif.--(BUSINESS WIRE)--Aug. 1, 2006--WJ Communications, Inc. (Nasdaq:WJCI), a leading designer and supplier of radio frequency (RF) solutions for the wireless infrastructure and radio frequency identification (RFID) reader markets, today announced results for its second quarter ended July 2, 2006. Second Quarter Highlights: -- Achieved revenue of $12.4 million -- Increased gross margins to 54.2 percent -- Reduced the net loss to $1.3 million, a 45 percent decrease compared to first quarter 2006 -- Introduced 13 new products in the first half of 2006 Revenue for the second quarter of 2006 was $12.4 million as compared to revenue of $12.3 million in the preceding quarter and $4.0 million in the second quarter of 2005. During the second quarter of 2005, the company changed its revenue recognition policy for its distribution channel. Excluding this change, revenue would have been $8.1 million in the second quarter of 2005, representing a year-over-year increase of 53 percent. Gross margin for the second quarter of 2006 was 54.2 percent, compared to 51.2 percent in the first quarter of 2006 and 29.0 percent in the same period a year ago. Operating expenses for the quarter totaled $8.3 million. This compares to $10.3 million in the preceding quarter and $9.2 million in the same period a year ago. Net loss for the second quarter of 2006 was $1.3 million, or ($0.02) per diluted share, which included $136,000 of stock compensation expenses. This compares to a net loss of $2.4 million, or ($0.04) per diluted share, in the first quarter of 2006, which included $347,000 of stock compensation expenses and a net loss of $7.8 million, or ($0.12) per diluted share, in the second quarter of 2005, which included $633,000 of stock compensation expenses. "During the second quarter we achieved our financial objectives as evidenced by the improvements in gross margins, operating expenses and net loss," stated Bruce Diamond, President and Chief Executive Officer of WJ Communications, Inc. "Our business continues to benefit from the growth in the 3G wireless infrastructure, strong distribution channels and a consistent demand from our OEM business." "We introduced 13 new products to the market during the first half of the year, exceeding our stated goal of 10," continued Mr. Diamond. "We also gained traction in RFID during the quarter by further building partnerships with leading OEMs in order to bring new products to market. Additionally, we made progress with the qualification of our foundry processes at GCS and began initial production wafer runs in July." "We remain enthusiastic about the Company's long term growth potential, specifically with regard to base station power and RFID. During the third quarter of 2006, we will focus on further increasing gross margins, improving EBITDA and finalizing qualifications at GCS," Mr. Diamond concluded. For the six months ended July 2, 2006, total revenue was $24.8 million, as compared to $11.8 million for the first six months of 2005. Gross margin for the first six months of 2006 totaled $13.1 million compared to gross margin of $4.6 million for the first six months of 2005. Net loss of $3.8 million, or ($0.06) per share, for the first six months of 2006 compares to a net loss of $15.5 million, or ($0.24) per share, for the first six months of 2005. Net loss for the first half of 2006 includes approximately $483,000 of stock compensation expenses compared to $724,000 in the first half of 2005. Cash, cash equivalents and short-term investments as of July 2, 2006 were approximately $27.2 million, compared to approximately $28.3 million as of April 2, 2006. Business Outlook WJ Communications' Chief Executive Officer, Bruce Diamond, and Chief Financial Officer, Greg Miller, will update the business outlook and give guidance for the third quarter of 2006 during their financial results conference call at 2:00 p.m. Pacific Time (5:00 p.m. Eastern Time) on Tuesday, August 1, 2006. Second Quarter 2006 Financial Results Conference Call and Web cast WJ Communications will host a conference call and web cast with investors today, Tuesday, August 1, 2006 at 2:00 p.m. Pacific Time (5:00 p.m. Eastern Time) to discuss the second quarter financial results and the business outlook going forward for the third quarter of 2006. Investors and other interested parties may access the call by dialing 800-218-0713 in the U.S. (303-205-0066 outside of the U.S.), with the Reservation ID 11067451, at least 10 minutes prior to the start of the call. In addition, an audio web cast will be available in the Investor Relations section of the Company's web site at www.wj.com. Following the live Web cast, an archived version will be available on the Company's web site. Forward Looking Statements This release and other statements by the Company in its announced conference call contain forward-looking statements including financial projections, statements as to the plans and objectives of management for future operations, and statements as to the Company's future economic performance, financial condition or results of operations. These forward-looking statements are not historical facts but rather are based on current expectations and our beliefs. Words such as "may," "will," "expects," "intends," "plans," "believes," "seeks," "could" and "estimates" and variations of these words and similar expressions are intended to identify forward-looking statements. The Company's 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, our success in developing a more optimal manufacturing structure for WJ and our customers, our outlook for participation in the RFID market, our ability to achieve long term growth particularly in the base station power and RFID markets, and our ability to improve gross margins and earnings before interest, taxes, depreciation and stock compensation charges (EBITDA), the risk factors contained in the Company's Form 10-K for year ended 2005, Form 10-Q, the risks to be set forth in the above described conference call and web cast and such other factors as described from time to time in the Company's filings with the Securities & Exchange Commission which are available on the SEC website at www.sec.gov. Readers of this release are cautioned not to place undue reliance on these forward-looking statements. The Company undertakes no obligation to publicly update or revise the forward-looking statements contained herein to reflect changed events or circumstances after the date of this press release. About WJ Communications WJ Communications, Inc. is a leading provider of radio frequency (RF) solutions serving multiple markets targeting wireless communications, RF identification (RFID), WiMax, and broadband cable. WJ addresses the RF challenges in these multiple markets with its highly reliable amplifiers, mixers, RF integrated circuits (RFICs), RFID reader modules, chipsets, and multi-chip (MCM) modules. For more information visit www.wj.com. All trademarks used, referenced, or implicitly contained herein are used in good faith and highlighted to give proper public recognition to their respective owners. WJ Communications Inc. and Subsidiaries Unaudited Consolidated Statements of Operations (in thousands, except per share amounts) Three Months Ended Six Months Ended ------------------ ------------------- July 2, July 3, July 2, July 3, 2006 2005 2006 2005 --------- --------- --------- --------- Sales Core business (1) $12,380 $3,990 $24,689 $11,504 Legacy (2) 32 33 64 293 -------- -------- -------- --------- Total sales 12,412 4,023 24,753 11,797 Cost of goods sold 5,680 2,870 11,699 7,218 -------- -------- -------- --------- Gross profit 6,732 1,153 13,054 4,579 Operating expenses: Research & development 4,599 4,397 9,699 9,140 Selling & administrative 3,742 4,824 8,941 8,012 Acquired in-process research & development - - - 3,400 -------- -------- -------- --------- Total operating expenses 8,341 9,221 18,640 20,552 -------- -------- -------- --------- Loss from operations (1,609) (8,068) (5,586) (15,973) Interest income, net 279 237 541 453 Other income, net 1 3 4 8 -------- -------- -------- --------- Loss before income taxes (1,329) (7,828) (5,041) (15,512) Income tax benefit - - (1,289) - -------- -------- -------- --------- Net loss $(1,329) $(7,828) $(3,752) $(15,512) ======== ======== ======== ========= Basic and diluted net loss per share $(0.02) $(0.12) $(0.06) $(0.24) ======== ======== ======== ========= Basic and diluted weighted average shares 66,017 64,055 65,861 63,536 ======== ======== ======== ========= (1) Core business sales includes sales of our semiconductor components, multi-chip modules and RFID reader modules. (2) Legacy sales includes sales of our wireless and fiber optic products. WJ Communications Inc. and Subsidiaries Condensed Consolidated Balance Sheets (in thousands) July 2, December 31, 2006 (1) 2005 (2) ----------- ------------- ASSETS Cash and cash equivalents $21,719 $14,169 Short-term investments 5,458 16,052 Accounts receivable, net 7,921 7,135 Inventory 3,351 4,826 Other current assets 1,319 2,632 ----------- ------------- Total current assets 39,768 44,814 Property, plant and equipment 7,627 7,919 Goodwill 6,834 6,806 Intangible assets, net 1,095 1,884 Other assets 182 221 ----------- ------------- Total assets $55,506 $61,644 =========== ============= LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities $13,900 $16,452 Long-term obligations 12,940 14,075 Stockholders' equity 28,666 31,117 ----------- ------------- Total liabilities and stockholders' equity $55,506 $61,644 =========== ============= (1) Unaudited (2) Derived from the Company's audited consolidated financial statements included in the Company's annual report on Form 10-K for the year ended December 31, 2005. CONTACT: WJ Communications Chief Financial Officer R. Gregory Miller, 408-577-6200 Gregory.Miller@wj.com or Media Contact: Marketing and Public Relations Leah McLean, 408-577-6411 Leah.McLean@wj.com or Shelton Group Investor Relations For WJ Communications Investor Contact: Kellie Nugent, 972-239-5119 ext. 125 Knugent@sheltongroup.com -----END PRIVACY-ENHANCED MESSAGE-----