8-K

UNITED STATES

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): April 24, 2007

ENDWAVE CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

000-31635	95-4333817
(Commission File No.)	(IRS Employer Identification No.)

130 Baytech Drive

San Jose, California 95134

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code (408) 522-3100

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o 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 April 24, 2007, Endwave Corporation (the “Company”) announced via press release the Company’s results for the fiscal quarter ended March 31, 2007. A copy of the press release is furnished with this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

ITEM 9.01. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

(d) Exhibits:

Exhibit No.	Exhibit Title
99.1	Press Release issued April 24, 2007.

SIGNATURES

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

	ENDWAVE CORPORATION
Dated: April 24, 2007	By:	/s/ BRETT W. WALLACE
		Brett W. Wallace
		Title: Executive Vice President & Chief Financial Officer

INDEX TO EXHIBITS

Exhibit No.	Description
99.1	Press Release issued April 24, 2007.

EX-99.1

News Release

Contact:

Mary McGowan

Summit IR Group Inc.

Phone: 408-404-5401

mary@summitirgroup.com

Endwave Reports First Quarter 2007 Financial Results

Company Achieves Year-Over-Year Revenue Growth of 7%

SAN JOSE, CA - April 24, 2007 - Endwave Corporation (Nasdaq: ENWV), a leading provider of high frequency RF modules for telecommunications networks, defense electronics and homeland security systems, today reported financial results for its first quarter ended March 31, 2007.

Revenues were $14.8 million for the first quarter of 2007, compared with $13.7 million for the first quarter of 2006 and $13.3 million for the fourth quarter of 2006. Net loss, calculated in accordance with accounting principles generally accepted in the United States (GAAP), for the first quarter of 2007 was $780,000, or $0.07 per share, compared with net loss for the first quarter of 2006 of $1.2 million, or $0.10 per share, and net loss for the fourth quarter of 2006 of $870,000, or $0.08 per share.

Non-GAAP net income for the first quarter of 2007 was $214,000, or $0.01 per diluted share, compared with non-GAAP net loss for the first quarter of 2006 of $312,000, or $0.03 per share, and non-GAAP net income for the fourth quarter of 2006 of $229,000, or $0.02 per diluted share. For the first quarter of 2007, non-GAAP net income was calculated by excluding non-cash stock-based compensation expense of $842,000 and amortization of intangible assets of $152,000.

As of March 31, 2007, Endwave’s total assets were $98.5 million, including $66.7 million in cash, cash equivalents and investments.

"We are pleased to report an increase in revenues of 7% year-over-year and 11% sequentially. This was achieved in a quarter that is typically slower and where we also faced the uncertainties associated with a merger of the Company’s two largest customers,” said Ed Keible, Endwave's CEO and President. “Earlier this month, we announced the acquisition of ALC Microwave, Inc., a leading supplier of high-precision logarithmic amplifier products for major defense contractors. ALC’s technology enables us to offer RF subsystems for a broader range of defense electronics platforms and enhances Endwave’s ability to further penetrate this market.”

- more -

Highlights:

· Q1 revenues were $14.8 million, an increase of 7% from the year ago period, and up 11% sequentially.

· Revenues attributable to customers in telecom markets were approximately $12.5 million; revenues attributable to customers in defense electronics, homeland security and other non-telecom markets were approximately $2.2 million.

· GAAP gross margin was 27% and non-GAAP gross margin was 29%. Non-GAAP gross margin was adjusted for amortization of intangible assets and non-cash stock-based compensation expense.

· Endwave was selected by a major wireless telecom OEM to design microwave radio transceivers for a new, software-defined, radio platform.

· On April 19, 2007, the Company announced the acquisition of ALC Microwave Inc., a leading supplier of logarithmic amplifier products used in electronic countermeasures, threat detection equipment, early warning radar and missile guidance systems for the defense market.

Conference Call

Endwave Corporation will hold a conference call to discuss the Company’s financial results today, at 1:30 p.m. Pacific Time. Investors are invited to participate in the conference call by dialing 913-981-5543 (Pass code: Endwave) by 1:20 p.m. PT on April 24. Starting approximately one hour after the completion of the live call, a replay will also be available until April 27. To access the recording, dial (719) 457-0820 (Pass code: 6416329). Investors are also invited to listen to a live and/or archived webcast of Endwave's quarterly conference call on the investor relations section of the Company's Web site. The webcast replay will be available for 90 days.

Upcoming Investor Conferences

Endwave management will be presenting at the AeA MicroCap Investor Conference in Monterey, CA on May 7 and at the Piper Jaffray Semiconductor & Communications Conference in New York on May 9. Those wishing to listen to live and/or archived webcasts of available management presentations may do so at www.endwave.com.

About Endwave

Endwave Corporation designs, manufactures and markets RF modules that enable the transmission, reception and processing of high-frequency signals in telecommunications networks, defense electronics and homeland security systems. These RF modules include high-frequency integrated transceivers, amplifiers, synthesizers, oscillators, up and down converters, frequency multipliers and microwave switch arrays. Endwave has 42 issued patents covering its core technologies including semiconductor and proprietary circuit designs. Endwave Corporation is headquartered in San Jose, CA, with operations in Diamond Springs, CA; El Dorado Hills, CA; Andover, MA; and Chiang Mai, Thailand. Additional information about the Company can be accessed from the Company’s web site at www.endwave.com.

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Use of Non-GAAP Financial Information

To supplement the Company's condensed consolidated financial statements presented in accordance with accounting principles generally accepted in the United States (GAAP), Endwave uses certain measures of financial performance that are non-GAAP financial measures within the meaning of Regulation G promulgated by the Securities and Exchange Commission. These non-GAAP measures include gross margin, net income (loss) and net income (loss) per share data that are adjusted from results based on GAAP to exclude certain expenses, gains and losses. These non-GAAP measures are provided to enhance investors’ overall understanding of the Company’s current financial performance and the Company’s prospects for the future. Specifically, Endwave believes the non-GAAP measures provide useful information to both management and investors by excluding certain expenses that may not be indicative of its core operating results. These measures should be considered in addition to results prepared in accordance with GAAP, but should not be considered a substitute for, or superior to, GAAP results. These non-GAAP measures included in this press release have been reconciled to the GAAP results in the attached tables.

“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995:

This press release and the conference call referred to in this press release may contain forward-looking statements within the meaning of the Federal securities laws and is subject to the safe harbor created thereby. Any statements contained in this press release or on the conference call that are not statements of historical fact may be deemed to be forward-looking statements. Words such as “plans,” “intends,” “expects,” “believes” and similar expressions are intended to identify these forward-looking statements. Information contained in forward-looking statements is based on current expectations and is subject to change. Actual results could differ materially from the forward-looking statements due to many factors, including the following: our ability to achieve revenue growth and maintain profitability; our customer and market concentration; our suppliers’ abilities to deliver raw materials to our specifications and on time; our successful implementation of next-generation programs, including inventory transitions; our ability to penetrate new markets; fluctuations in our operating results from quarter to quarter; our reliance on third-party manufacturers and semiconductor foundries; acquiring businesses and integrating them with our own; component, design or manufacturing defects in our products; our dependence on key personnel; and fluctuations in the price of our common stock. Forward-looking statements contained in this press release and on our conference call should be considered in light of these factors and those factors discussed from time to time in Endwave's public reports filed with the Securities and Exchange Commission, such as those discussed under “Risk Factors” in Endwave’s most recent Annual Report on Form 10-K, and subsequently-filed reports on Form 10-Q. Endwave does not undertake any obligation to update such forward-looking statements.

- Financial Tables Attached -

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CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)

(unaudited)

	March 31, 2007		December 31, 2006
Assets
Current assets
Cash and cash equivalents	$	26,683	$	26,176
Short-term investments		33,597		41,411
Accounts receivables, net		10,913		8,713
Inventories		14,159		17,127
Other current assets		491		640
Total current assets		85,843		94,067
Long-term investments		6,431		-
Property and equipment, net		1,903		2,024
Other assets		112		110
Restricted cash		143		261
Goodwill and intangible assets		4,039		4,191
Total assets	$	98,471	$	100,653
Liabilities and stockholders' equity
Current liabilities:
Accounts payable	$	2,978	$	4,280
Accrued warranty		2,933		2,928
Accrued compensation		2,071		2,652
Other current liabilities		712		1,164
Total current liabilities		8,694		11,024
Other long-term liabilities		192		231
Total stockholders' equity		89,585		89,398
Total liabilities and stockholders' equity	$	98,471	$	100,653

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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except share and per share amounts)

(unaudited)

	Three months ended
	March 31, 2007			March 31, 2006
Total revenues	$	14,751		$	13,746
Costs and expenses:
Cost of product revenues		10,620			9,996
Cost of product revenues, amortization of intangible assets		113			113
Research and development		2,405			2,079
Sales, general and administrative		3,199			2,958
Amortization of intangible assets		39			39
Total costs and expenses		16,376			15,185
Loss from operations		(1,625	)		(1,439	)
Interest and other income, net		845			261
Net loss	$	(780	)	$	(1,178	)
Basic and diluted net loss per share	$	(0.07	)	$	(0.10	)
Weighted shares used in per-share calculation		11,549,789			11,364,680

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NON-GAAP CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (1)

(in thousands, except share and per share amounts)

(unaudited)

	Three months ended
	March 31, 2007			March 31, 2006
Total revenues	$	14,751		$	13,746
Costs and expenses:
Cost of product revenues		10,515			9,908
Research and development		2,254			1,959
Sales, general and administrative		2,613			2,452
Total costs and expenses		15,382			14,319
Loss from operations		(631	)		(573	)
Interest and other income, net		845			261
Net income (loss)	$	214		$	(312	)
Basic net income (loss) per share	$	0.02		$	(0.03	)
Diluted net income (loss) per share	$	0.01		$	(0.03	)
Weighted shares used in basic per-share calculation		11,549,789			11,364,680
Weighted shares used in diluted per-share calculation		14,832,462			11,364,680

Basis of presentation:

1. Non-GAAP operating results exclude amortization of intangible assets and non-cash stock compensation expense.

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GAAP TO NON-GAAP NET INCOME (LOSS) RECONCILIATION

(in thousands)

(unaudited)

	Three months ended
	March 31, 2007			March 31, 2006
GAAP net loss	$	(780	)	$	(1,178	)
Cost of product revenues, amortization of intangible assets		113			113
Cost of product revenues, stock compensation expense		105			88
Amortization of intangible assets		39			39
Research and development, stock compensation expense		151			120
Selling, general and administrative, stock compensation expense		586			506
Non-GAAP net income (loss)	$	214		$	(312	)

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