Search the web
Welcome, Guest
[Sign Out, My Account]
EDGAR_Online

Quotes & Info
Enter Symbol(s):
e.g. YHOO, ^DJI
Symbol Lookup | Financial Search
ENWV > SEC Filings for ENWV > Form 10-Q on 7-Nov-2008All Recent SEC Filings

Show all filings for ENDWAVE CORP | Request a Trial to NEW EDGAR Online Pro

Form 10-Q for ENDWAVE CORP


7-Nov-2008

Quarterly Report


Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
The following discussion and analysis should be read in conjunction with the condensed consolidated financial statements, related notes and "Risk Factors" section included elsewhere in this report on Form 10-Q, as well as the information contained under "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated financial statements and the notes thereto in our Annual Report on Form 10-K for the year ended December 31, 2007. In addition to historical consolidated financial information, this discussion contains forward-looking statements that involve known and unknown risks and uncertainties, including statements regarding our expectations, beliefs, intentions or strategies regarding the future. All forward-looking statements included in this report are based on information available to us on the date hereof, and we assume no obligation to update any such forward-looking statements. Our actual results could differ materially from those discussed in the forward-looking statements. You are cautioned not to place undue reliance on these forward-looking statements. In the past, our operating results have fluctuated and are likely to continue to fluctuate in the future.
The terms "we," "us," "our" and words of similar import below refer to Endwave Corporation and its wholly-owned subsidiary, Endwave Defense Systems Incorporated.
Overview
We design, manufacture and market radio frequency, or RF, modules that enable the transmission, reception and processing of high frequency signals in telecommunication networks and non-telecommunication networks such as defense electronics, homeland security and other systems. Our RF modules are typically used in high-frequency applications and include integrated transceivers, amplifiers, synthesizers, oscillators, up and down converters, frequency multipliers and microwave switch arrays.
Over the past several months, with the onset of the global credit crisis, credit has become severely restricted. We believe this restriction in credit could materially impact our customers and vendors, and ultimately us.
The installation and enhancement of telecommunication networks integrating our products, often rely on the availability of credit. With the current restriction in credit markets, capital may not be available for the build-out of these networks. Without appropriate capital, our customers may have difficulty funding their on-going operations and may reduce their orders for our products. This could significantly impact our operations and financial results through a reduction in our revenues, an increase in our bad debt expense, and increased write-offs of excess inventory. Additionally, our vendors may rely on credit markets to finance their operations. With the current restriction in credit markets, capital may not be available to our vendors or may only be available at unfavorable terms. Without appropriate capital, our vendors may have difficulty funding their on-going operations and may not be able to fulfill orders for their products. This could significantly impact our operations and financial results.


Table of Contents

Results of Operations
Three and nine months ended September 30, 2008 and 2007
   The following table sets forth certain statement of operations data as a
percentage of total revenues for the periods indicated:

                                                    Three months ended                Nine months ended
                                                      September 30,                     September 30,
                                                  2008             2007             2008             2007
Total revenues                                    100.0 %          100.0 %          100.0 %          100.0 %

Cost of product revenues                           69.5             72.1             69.2             73.1
Cost of product revenues, amortization of
intangible assets                                   0.9              1.1              0.9              0.9
Research and development                           17.3             20.2             18.0             18.8
Selling, general and administrative                18.8             23.4             20.5             23.1
Amortization of intangible assets                   1.1              1.3              1.1              0.8

Total costs and expenses                          107.6            118.1            109.7            116.8

Loss from operations                               (7.6 )          (18.1 )           (9.7 )          (16.8 )
Interest and other income, net                      1.7              6.1              2.2              6.4

Loss before provision for income taxes             (5.9 )          (12.0 )           (7.6 )          (10.3 )
Provision for income taxes                            -                -                -                -

Net loss                                           (5.9 )%         (12.0 )%          (7.6 )%         (10.3 )%



Total revenues

                                    Three months ended September 30,                        Nine months ended September 30,
                                 2008               2007           % Change             2008               2007           % Change
                                     (In thousands)                                         (In thousands)
Total revenues               $   16,979          $ 13,794             23.1 %        $   48,440          $ 42,084             15.1 %
Product revenues             $   16,937          $ 13,608             24.5 %        $   47,810          $ 41,339             15.7 %
Development fees             $       42          $    186            (77.4 %)       $      630          $    745            (15.4 %)

Total revenues consist of product revenues and development fees. Product revenues are attributable to sales of our RF products. Development fees are attributable to the development of product prototypes and custom products pursuant to development agreements that provide for payment of a portion of our research and development or other expenses. We expect to enter into more development contracts in the future as we seek to further penetrate the defense electronics market, where development contracts are customary, but we do not expect development fees to represent a significant percentage of our total revenues for the foreseeable future.
During the three months ended September 30, 2008, total revenues increased by 23% compared to the same period in 2007. This increase was primarily the result of an increase in revenues from our non-telecommunication customers. We experienced a $2.9 million increase in revenues from our non-telecommunication customers and an increase of $283,000 in revenues from our telecommunication customers.
During the nine months ended September 30, 2008, total revenues increased by 15% compared to the same period in 2007. This increase was the result of an increase in revenues from our non-telecommunication customers. We experienced a $6.7 million increase in revenues from our non-telecommunication customers which was partially offset by a $294,000 decrease in revenues from our telecommunication customers.
Cost of product revenues

                                            Three months ended September 30,                           Nine months ended September 30,
                                       2008                2007             % Change             2008                 2007             % Change
                                            (In thousands)                                             (In thousands)
Cost of product revenues           $    11,798          $   9,940              18.7 %        $    33,529          $    30,768              9.0 %
Percentage of total revenues              69.5 %             72.1 %                                 69.2 %               73.1 %


Table of Contents

Cost of product revenues consists primarily of: costs of direct materials and labor utilized to assemble and test our products; equipment depreciation; costs associated with procurement, production control, quality assurance and manufacturing engineering; costs associated with maintaining our manufacturing facilities; fees paid to our offshore manufacturing vendor; reserves for potential excess or obsolete material; costs related to stock-based compensation; and accrued costs associated with potential warranty returns offset by the benefit of usage of materials that were previously written off.
During the third quarter of 2008, the cost of product revenues as a percentage of revenues decreased compared to the same period in 2007. This decrease was primarily attributable to the increased absorption of our overhead costs resulting from increased production and to a change in product mix favoring certain higher margin products. The cost of product revenues in both periods was favorably impacted by the utilization of inventory that was previously written off, amounting to $49,000 during the third quarter 2008 and $62,000 during the third quarter 2007.
During the first nine months of 2008, the cost of product revenues as a percentage of revenues decreased compared to the same period in 2007. This decrease was primarily attributable to the increased absorption of our overhead costs resulting from increased production and to a change in product mix favoring certain higher margin products. Additionally, the cost of product revenue during the first nine months of 2007 was negatively impacted by the write down of certain raw material inventory and increased inventory reserves associated with the end of life of one of our customer programs. The cost of product revenues in both periods was favorably impacted by the utilization of inventory that was previously written off, amounting to $157,000 during the first nine months of 2008 and $477,000 during the first nine months of 2007.
We continue to focus on reducing the cost of product revenues as a percentage of total revenues through the introduction of new designs and technology and further improvements to our manufacturing processes. In addition, our product costs are impacted by the mix and volume of products sold and will continue to fluctuate as a result.
Research and development expenses

                                      Three months ended September 30,                          Nine months ended September 30,
                                  2008                2007            % Change             2008                2007             % Change
                                       (In thousands)                                           (In thousands)
Research and
development expenses          $    2,943          $    2,792              5.4 %        $    8,715          $    7,906              10.2 %
Percentage of total
revenues                            17.3 %              20.2 %                               18.0 %              18.8 %

Research and development expenses consist primarily of salaries and related expenses for research and development personnel, outside professional services, prototype materials, supplies and labor, depreciation for related equipment, allocated facilities costs and expenses related to stock-based compensation.
During the third quarter of 2008, research and development expenses increased in absolute dollars compared to the same period in 2007. The increase in research and development costs was primarily attributable to an increase of $126,000 in personnel-related expenses.
During the first nine months of 2008, research and development expenses increased in absolute dollars compared to the same period in 2007. The increase in research and development expenses in absolute dollars was primarily attributable to an increase of $855,000 in personnel-related expenses and an increase of $82,000 for stock based compensation which were partially offset by a decrease of $212,000 in project-related expenses.
During the remainder of 2008, we expect research and development expenses to be flat relative to the third quarter of 2008 in absolute dollar terms.


Table of Contents

Selling, general and administrative expenses

                                     Three months ended September 30,                        Nine months ended September 30,
                                 2008               2007            % Change            2008                2007            % Change
                                      (In thousands)                                         (In thousands)
Selling, general and
administrative expenses       $   3,200          $   3,230            (0.9 %)       $    9,927          $    9,709              2.2 %
Percentage of total
revenues                           18.8 %             23.4 %                              20.5 %              23.1 %

Selling, general and administrative expenses consist primarily of salaries and related expenses for executive, sales, marketing, finance, accounting, legal, information technology and human resources personnel, professional fees, facilities costs, expenses related to stock-based compensation and promotional activities.
During the third quarter of 2008, selling, general and administrative expenses decreased as percentage of revenues due to our increase in revenues compared to the same period in 2007. During the third quarter of 2008, selling, general and administrative expense remained consistent in absolute dollars compared to the same period in 2007.
During the first nine months of 2008, selling, general and administrative expenses increased in absolute dollars compared to the same period in 2007. The increase in absolute dollars was primarily attributable to an increase of $643,000 in personnel-related expenses which was partially offset by a decrease of $235,000 in professional services and a decrease of $152,000 for stock based compensation.
During the remainder of 2008, we anticipate selling, general and administrative expenses will be flat relative to the third quarter of 2008 in absolute dollar terms.
Amortization of intangible assets

                                   Three months ended September 30,                     Nine months ended September 30,
                                2008              2007           % Change           2008              2007           % Change
                                    (In thousands)                                      (In thousands)
Cost of product
revenues, amortization
of intangible assets         $    149          $    149             0.0 %        $    447          $    399             12.0 %
Amortization of
intangible assets            $    179          $    180            (0.6 %)       $    537          $    352             52.6 %

As part of our acquisition of ALC Microwave, Inc., or ALC, in April 2007, we acquired $2.9 million of identifiable intangible assets, including $900,000 for customer relationships, $880,000 for developed technology, $560,000 for customer backlog, $370,000 for the non-compete agreement and $230,000 for the tradename. These assets are subject to amortization and have approximate estimated useful lives as follows: customer relationships - six years, developed technology - six years, customer backlog - two years, non-compete agreement - four years, and tradename - six years.
As part of our acquisition of JCA Technology, Inc., or JCA, in July 2004, we acquired $4.2 million of identifiable intangible assets, including $2.3 million for developed technology, $1.1 million for the tradename, $780,000 for customer relationships and $140,000 for customer backlog. These assets are subject to amortization and have approximate estimated useful lives as follows: developed technology - five years, customer backlog - six months and customer relationships - five years. The tradename intangible asset is not subject to amortization and will be evaluated for impairment at least annually or more frequently if events and changes in circumstances suggest that the carrying amount may not be recoverable.
The amortization associated with developed technology is a charge to cost of product revenues. The amortization associated with developed technology was $149,000 and $149,000 for three months ended September 30, 2008 and 2007, respectively.


Table of Contents

During the first nine months of 2008, the amortization associated with developed technology was $447,000 compared to $399,000 during the first nine months of 2007.
The amortization associated with the customer backlog, customer relationships, non-compete and tradename is a charge to operating expenses. During the third quarter of 2008, the $179,000 of amortization was comprised of the following: $77,000 for customer relationships, $70,000 for customer backlog, $23,000 for the non-compete agreement and $9,000 for the tradename. During the third quarter of 2007, the $180,000 of amortization was comprised of the following: $77,000 for customer relationships, $70,000 for customer backlog, $23,000 for the non-compete agreement and $10,000 for the tradename.
During the first nine months of 2008, total amortization of $537,000 was comprised of the following: $230,000 for customer relationships, $210,000 for customer backlog, $70,000 for the non-compete agreement and $27,000 for the tradename. During the first nine months of 2007, total amortization of $352,000 was comprised of the following: $180,000 for customer relationships, $117,000 for customer backlog, $38,000 for the non-compete agreement and $17,000 for the tradename. This increase was attributable to the amortization related to the ALC intangibles.
Interest and other income, net

                                     Three months ended September 30,                          Nine months ended September 30,
                               2008              2007              % Change              2008                2007              % Change
                                   (In thousands)                                             (In thousands)
Interest and other
income, net                  $     291         $     842                (65.4 %)      $     1,042         $     2,708              (61.5 %)

Interest and other income, net consists primarily of interest income earned on our cash, cash equivalents and investments, the amortization of the deferred gain from the sale of our Diamond Springs, California location and gains and losses related to foreign currency transactions.
The decrease in interest and other income, net during both the three and nine months ended September 30, 2008 was primarily the result of decreased interest earned on our investments. We had a lower cash and investment balance due to our stock repurchase in the fourth quarter of 2007 and our acquisition of ALC during the second quarter of 2007. Additionally, interest rates have decreased significantly from the prior year, especially on the highest rated investment vehicles, leading to lower interest income. During the third quarter of 2008, we earned $268,000 of interest income, and recognized $38,000 of other income from the amortization of the deferred gain from the sale of our Diamond Springs, California location which were partially offset by banking charges and losses on foreign currency transactions. During the third quarter of 2007, we earned $843,000 of interest income and recognized $38,000 of other income primarily from the amortization of the deferred gain from the sale of our Diamond Springs, California location which were partially offset by banking charges and losses on foreign currency transactions.
During the first nine months of 2008, we earned $974,000 of interest income, recognized a gain of $45,000 from the sales of securities and recognized $115,000 of other income from the amortization of the deferred gain from the sale of our Diamond Springs, California location which were partially offset by banking charges and losses on foreign currency transactions. During the first nine months of 2007, we earned $2.7 million of interest income and recognized $115,000 of other income primarily from the amortization of the deferred gain from the sale of our Diamond Springs, California location which were partially offset by banking charges and losses on foreign currency transactions.
Our functional currency is the U.S. dollar. Transactions in foreign currencies other than the functional currency are remeasured into the functional currency at the time of the transaction. Foreign currency transaction losses consist of the remeasurement losses that arise from exchange rate fluctuations related to our operations in Thailand. For the three and nine months ended September 30, 2008, we recorded a foreign currency loss of $3,000 and $43,000, respectively. For the three months and nine months ended September 30, 2007, we recorded a foreign currency transaction loss of $22,000.


Table of Contents

Liquidity and Capital Resources
   At September 30, 2008, we had $29.1 million of cash and cash equivalents,
$15.0 million in short-term investments, working capital of $60.6 million and no
debt outstanding. The following table sets forth selected condensed consolidated
statement of cash flows data:

                                                                        Nine months ended
                                                                          September 30,
                                                                      2008              2007
                                                                          (in thousands)
Net cash provided by (used in) operating activities                $ (2,129 )        $  3,539
Net cash used in investing activities                                (8,209 )          (4,859 )
Net cash provided by financing activities                               419               498
Cash, cash equivalents, restricted cash, short- term and
long-term investments at end of period                             $ 44,686          $ 65,386

During the first nine months of 2008, operating activities used $2.1 million of cash as compared to providing $3.5 million of cash during the first nine months 2007. During the first nine months of 2008, our net loss, adjusted for depreciation and other non-cash items, contributed $1.2 million of cash as compared to $241,000 in first nine months of 2007. During the first nine months of 2008, the offsetting use of $3.3 million of cash was primarily due to a $3.2 million increase in inventory, a $915,000 increase in accounts receivable and a $272,000 increase in other assets which were partially offset by a $842,000 increase in accounts payable and a $316,000 increase in accrued compensation, other current and long-term liabilities. During the first nine months of 2007, the remaining $3.3 million of cash provided by operating activities was primarily due to a $5.2 million decrease in inventory which was partially offset by a $660,000 increase in accounts receivable, a $380,000 decrease in accounts payable, a $170,000 increase in other assets, a $111,000 decrease in accrued warranty and a $590,000 decrease in accrued compensation and other current and long-term liabilities.
During the first nine months of 2008, investing activities used $8.2 million of cash as compared to using $4.9 million of cash during the first nine months of 2007. The use of cash during the first nine months of 2008 was due to the purchase of $1.6 million of property and equipment, the $1.0 million final payment for the purchase of ALC, a $600,000 increase to restricted cash and a net $5.0 million increase in investments. The use of cash during the first nine months of 2007 was due to $5.8 million used for the purchase of ALC and $748,000 used for the purchase of property and equipment partially offset by a net $1.4 million decrease in investments and a $236,000 decrease in restricted cash.
During the first nine months of 2008, financing activities provided $419,000 of cash as compared to providing $498,000 of cash during the first nine months of 2007. During the first nine months of 2008, we received $434,000 of cash from the proceeds of stock issuance which was partially offset by capital lease payments. During the first nine months of 2007, we received $368,000 of cash from the proceeds of stock issuance and $138,000 from the exercise of stock options.
At September 30, 2008, we had a net unrealized loss of $9,000 related to $15.0 million of investments in 18 debt securities. The investments all mature during 2008 and 2009 and we believe that we have the ability to hold these investments until the maturity date. Realized gains were $45,000 for the first nine months of 2008. There were no such gains during the first nine months of 2007. During the first nine months of 2008 and 2007, we recorded a foreign currency transaction loss of $43,000 and $22,000, respectively.
In order to maintain and enhance our competitive position, we must be able to satisfy our customers' short lead-times and rapidly-changing needs. As a result of these challenges, we may increase our raw materials and finished goods inventory so that we will be better-positioned to meet our customers' demand. We currently have inventory consigned to a customer location and may increase this inventory in the future. Generally, if the consigned inventory is not withdrawn by our customer within a certain period of time we have the ability to invoice the customer for the consigned inventory. These increases in raw materials and finished goods may increase our working capital needs in the future.


Table of Contents

We believe that our existing cash and investment balances will be sufficient to meet our operating and capital requirements for at least the next 12 months. With the exception of operating leases discussed in the notes to the consolidated financial statements included in this report, we have not entered into any off-balance sheet financing arrangements and we have not established or invested in any variable interest entities. We have not guaranteed the debt or obligations of other entities or entered into options on non-financial assets. The following table summarizes our future cash obligations for operating leases and capital leases, excluding interest:

                                                                     Payments Due by Period
                                                     Less Than 1                                                More Than 5
                                      Total             Year              1-3 Years          3-5 Years             Years
                                                                         (In thousands)
Contractual Obligations:
Capital lease obligations,
including interest                   $    49        $          23        $        26        $         -        $           -
Operating lease obligations            4,413                1,074              1,965              1,266                  108

Total                                $ 4,462        $       1,097        $     1,991        $     1,266        $         108

Recent Accounting Pronouncements . . .

  Add ENWV to Portfolio     Set Alert         Email to a Friend  
Get SEC Filings for Another Symbol: Symbol Lookup
Quotes & Info for ENWV - All Recent SEC Filings
Sign Up for a Free Trial to the NEW EDGAR Online Pro
Detailed SEC, Financial, Ownership and Offering Data on over 12,000 U.S. Public Companies.
Actionable and easy-to-use with searching, alerting, downloading and more.
Request a Trial      Sign Up Now


Copyright © 2009 Yahoo! Inc. All rights reserved. Privacy Policy - Terms of Service
SEC Filing data and information provided by EDGAR Online, Inc. (1-800-416-6651). All information provided "as is" for informational purposes only, not intended for trading purposes or advice. Neither Yahoo! nor any of independent providers is liable for any informational errors, incompleteness, or delays, or for any actions taken in reliance on information contained herein. By accessing the Yahoo! site, you agree not to redistribute the information found therein.