-----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, G9U0GW7ezhllS9JEh+HN2re1D7MLF0WfpDE0WFhYFVXIQjZ8YJlIJCdBJucYZvJB hSidN03MAzp/BoMpGTp3YA== 0001275287-06-005371.txt : 20061024 0001275287-06-005371.hdr.sgml : 20061024 20061024160707 ACCESSION NUMBER: 0001275287-06-005371 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20061024 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20061024 DATE AS OF CHANGE: 20061024 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ENDWAVE CORP CENTRAL INDEX KEY: 0001118941 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 954333817 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-31635 FILM NUMBER: 061160358 BUSINESS ADDRESS: STREET 1: 130 BAYTECH DRIVE CITY: SAN JOSE STATE: CA ZIP: 95134 BUSINESS PHONE: (408)522-3100 MAIL ADDRESS: STREET 1: 130 BAYTECH DRIVE CITY: SAN JOSE STATE: CA ZIP: 95134 8-K 1 ec7589.txt FORM 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): OCTOBER 24, 2006 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): [ ] 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 October 24, 2006, Endwave Corporation (the "Company") announced via press release the Company's results for the fiscal quarter ended September 30, 2006. 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 October 24, 2006. 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: October 24, 2006 By: /s/ BRETT W. WALLACE ----------------------- Brett W. Wallace Title: Executive VP & Chief Financial Officer INDEX TO EXHIBITS EXHIBIT NO. DESCRIPTION - ----------- -------------------------------------- 99.1 Press Release issued October 24, 2006. EX-99.1 2 ec7589ex991.txt EXHIBIT 99.1 Exhibit 99.1 ENDWAVE REPORTS THIRD QUARTER 2006 FINANCIAL RESULTS COMPANY ACHIEVES RECORD REVENUES AND NET INCOME; Q3 REVENUES INCREASE 32% YEAR-OVER-YEAR SAN JOSE, Calif., Oct. 24 /PRNewswire-FirstCall/ -- 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 third quarter ended September 30, 2006. Revenues were $18.8 million for the third quarter of 2006, compared with $14.3 million for the third quarter of 2005 and $16.3 million for the second quarter of 2006. Net income, calculated in accordance with accounting principles generally accepted in the United States (GAAP), for the third quarter of 2006 was $911,000, or $0.06 per diluted share, compared with net loss for the third quarter of 2005 of $193,000, or $0.02 per share, and net loss for the second quarter of 2006 of $207,000, or $0.02 per share. Non-GAAP net income for the third quarter of 2006 was $2.0 million, or $0.14 per diluted share, compared with non-GAAP net income for the third quarter of 2005 of $732,000, or $0.06 per diluted share, and non-GAAP net income for the second quarter of 2006 of $915,000, or $0.06 per diluted share. For the third quarter of 2006, non-GAAP net income was calculated by excluding amortization of intangible assets of $152,000, non-cash stock-based compensation expense of $878,000 incurred as a result of the company's adoption of SFAS 123R, and loss on sale of assets of $84,000 related to the relocation of company headquarters. For the third quarter of 2005, non-GAAP net income was calculated by excluding the expensing of transaction costs for a withdrawn secondary offering of $773,000 and amortization of intangible assets of $152,000. For the second quarter of 2006, non-GAAP net loss was calculated by excluding amortization of intangible assets of $150,000 and non-cash stock-based compensation expense of $972,000 incurred as a result of the company's adoption of SFAS 123R. Cash, cash equivalents and short-term investments as of September 30, 2006 were $66.7 million, compared with $67.0 million at June 30, 2006. "We experienced record revenues and profits this quarter based on strong customer demand for our mobile infrastructure products," said Ed Keible, Endwave's Chief Executive Officer and President. "In addition, non-telecom revenues increased 15 percent sequentially due to increased sales for our high-frequency defense and homeland security sub-systems." Third Quarter Highlights: -- Revenues were $18.8 million for the third quarter of 2006, up 32% compared with the year ago period, and up 15% compared with the second quarter of 2006. -- Revenues attributable to customers in telecom markets were approximately $16.5 million; revenues attributable to customers in defense electronics, homeland security and other non-telecom markets were approximately $2.4 million. -- GAAP gross margin was 31%, and non-GAAP gross margin was 33%. Non-GAAP gross margin was adjusted for amortization of intangible assets and non-cash stock-based compensation expense. -- The largest customers in the third quarter were Nera, Nokia and Siemens. -- For the first nine months of 2006, revenues were $48.9 million, a 37% increase over the first nine months of 2005. -- The company began production of the complete RF mast system for L-3 SafeView's security portal scanner. Conference Call Endwave Corporation will hold a conference call to discuss the company's financial results today, at 1:30 p.m. Pacific Time. Those wishing to join should dial (913) 981-5523 and enter the pass code "Endwave." A replay of the call will be available approximately one hour following the conclusion of the call until October 27. To access the replay, dial (719) 457-0820 (pass code 4329974). A live and an archived webcast will also be available via the company's Web site. 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 39 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; Andover, MA; and Chiang Mai, Thailand. Additional information about the company can be accessed from the company's web site at http://www.endwave.com . Use of Non-GAAP Financial Information To supplement the company's 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. Contact: Mary McGowan Summit IR Group Inc. 408-404-5401 mary@summitirgroup.com CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands) (unaudited)
September 30, December 31, 2006 2005 ------------- ------------- Assets Current assets Cash and cash equivalents $ 31,030 $ 8,456 Short-term investments 35,658 13,959 Accounts receivables, net 12,822 10,487 Inventories 15,298 13,448 Other current assets 530 560 Total current assets 95,338 46,910 Property and equipment, net 1,941 1,321 Other assets 133 97 Restricted cash 261 25 Goodwill and intangible assets, net 4,342 4,796 Total assets $ 102,015 $ 53,149 Liabilities and stockholders' equity Current liabilities: Accounts payable $ 5,556 $ 2,954 Warranty accrual 2,973 3,257 Accrued compensation 3,120 2,494 Other accrued liabilities 1,150 976 Total current liabilities 12,799 9,681 Other long-term liabilities 269 385 Total stockholders' equity 88,947 43,083 Total liabilities and stockholders' equity $ 102,015 $ 53,149
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except share and per share amounts) (unaudited)
Three months ended Nine months ended --------------------------- --------------------------- Sept. 30, Sept. 30, Sept. 30, Sept. 30, 2006 2005 2006 2005 ------------ ------------ ------------ ------------ Total revenues $ 18,836 $ 14,320 $ 48,908 $ 35,662 Costs and expenses: Cost of product revenues 12,815 9,669 34,245 23,803 Cost of product revenues, amortization of intangible assets 113 113 337 339 Research and development 2,389 1,708 6,579 4,819 Selling, general and administrative 3,353 2,386 9,845 7,119 Transaction costs -- 773 -- 773 Amortization of intangible assets 39 39 117 140 Restructuring charges, net -- -- -- (46) Total costs and expenses 18,709 14,688 51,123 36,947 Income (loss) from operations 127 (368) (2,215) (1,285) Interest and other income, net 784 175 1,741 563 Net income (loss) $ 911 $ (193) $ (474) $ (722) Basic net income (loss) per share $ 0.08 $ (0.02) $ (0.04) $ (0.07) Diluted net income (loss) per share $ 0.06 $ (0.02) $ (0.04) $ (0.07) Weighted shares used in basic per share calculation 11,436,417 11,078,344 11,403,728 10,752,423 Weighted shares used in diluted per share calculation 14,676,969 11,078,344 11,403,728 10,752,423
NON-GAAP CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (1) (in thousands, except share and per share amounts) (unaudited)
Three months ended Nine months ended --------------------------- --------------------------- Sept. 30, Sept. 30, Sept. 30, Sept. 30, 2006 2005 2006 2005 ------------ ------------ ------------ ------------ Total revenues $ 18,836 $ 14,320 $ 48,908 $ 35,662 Costs and expenses: Cost of product revenues 12,695 9,669 33,911 23,803 Research and development 2,260 1,708 6,170 4,819 Sales, general and administrative 2,724 2,386 8,024 7,119 Total costs and expenses 17,679 13,763 48,105 35,741 Income (loss) from operations 1,157 557 803 (79) Interest and other income, net 868 175 1,825 563 Net income (loss) $ 2,025 $ 732 $ 2,628 $ 484 Basic net income (loss) per share $ 0.18 $ 0.07 $ 0.23 $ 0.05 Diluted net income (loss) per share $ 0.14 $ 0.06 $ 0.19 $ 0.04 Weighted average shares used in basic per share calculation 11,436,417 11,078,344 11,403,728 10,752,423 Weighted average shares used in diluted per share calculation 14,780,725 11,856,369 13,515,196 11,358,463
Basis of presentation: 1. Non-GAAP operating results exclude amortization of intangible assets, loss on sale of fixed assets related to the relocation of our corporate headquarters, transaction costs, restructuring charges, and non-cash 2006 stock compensation expense. GAAP TO NON-GAAP NET LOSS RECONCILIATION (in thousands) (unaudited)
Three months ended Nine months ended --------------------------- --------------------------- Sept. 30, Sept. 30 Sept. 30, Sept. 30 2006 2005 2006 2005 ------------ ------------ ------------ ------------ GAAP net income (loss) $ 911 $ (193) $ (474) $ (722) Cost of product revenues, amortization of intangible assets 113 113 337 339 Cost of product revenues, stock-based compensation expense 120 -- 334 -- Amortization of intangible assets 39 39 117 140 Restructuring charges, net -- -- -- (46) Loss on sale of assets 84 -- 84 -- Transaction costs -- 773 -- 773 Research and development, stock-based compensation expense 129 -- 409 -- Selling, general and administrative, stock-based compensation expense 629 -- 1,821 -- Non-GAAP net income $ 2,025 $ 732 $ 2,628 $ 484
SOURCE Endwave Corporation -0- 10/24/2006 /CONTACT: Mary McGowan of Summit IR Group Inc., +1-408-404-5401, or mary@summitirgroup.com, for Endwave/ /Web site: http://www.endwave.com/ -----END PRIVACY-ENHANCED MESSAGE-----