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 the first quarter ended March 30, 2008.
On March 10, 2008, the Company announced its entry into an agreement by
which TriQuint Semiconductor, Inc. (NASDAQ: TQNT) will acquire all of
the outstanding shares of the Company in exchange for $1.00 per share in
cash, implying a total purchase price of approximately $72.0 million.
Proxy materials pertaining to the transaction were mailed to the Company’s
stockholders on April 10, 2008 and a special meeting of stockholders is
scheduled for May 22, 2008 to consider and vote upon the proposed merger
agreement. The transaction is expected to close, in the event of
approval by the Company’s stockholders,
shortly after the meeting.
Revenue for the first quarter of 2008 was $10.3 million, which was in
line with the Company’s guidance, compared
to revenue of $10.6 million in the fourth quarter of 2007 and $10.8
million in the same period one year ago.
“Our first quarter was highlighted by our
first two production orders for our MCM chipset targeted at the TD-SCDMA
rollout in China,” commented Bruce Diamond,
President and Chief Executive Officer of WJ Communications. “Going
forward, we believe the enhanced scale that will result from the
TriQuint transaction will lead to a greater level of market penetration
for many of the innovative products that WJ has produced over the last
several years. We look forward to the transaction closing and furthering
our success as a combined company.”
Net loss for the first quarter was $2.9 million, or ($0.04) per share,
and included $1.2 million in expenses related to the TriQuint
transaction. This compared to a net loss of $738,000, or ($0.01) per
share, in the fourth quarter of 2007 and a net loss of $4.4 million, or
($0.07) per share, in the first quarter of 2007. Stock compensation
charges were $822,000 in the first quarter of 2008, compared to $843,000
in the fourth quarter of 2007 and $875,000 in the year ago period.
EBITDA for the first quarter was a loss of $1.6 million. Adjusted EBITDA
for the first quarter, which excludes $1.2 million in expenses related
to the TriQuint transaction and the $4,000 of income from restructuring,
was a loss of $354,000. This compares to EBITDA of $290,000 in the
fourth quarter of 2007, which included a restructuring benefit of
$669,000 and a loss of $2.7 million in the same period one year ago,
which included a restructuring charge of $212,000. Removing the effects
of the expenses related to the TriQuint transaction and restructuring
charges and benefits, first quarter EBITDA improved by approximately
$25,000 compared to the fourth quarter of 2007.
Gross margin for the first quarter of 2008 was 45.2 percent, compared to
44.8 percent in the fourth quarter of 2007 and 44.3 percent in the same
period a year ago. Operating expenses for the quarter totaled $6.3
million, which excludes $1.2 million in transaction related expenses.
This compares to $6.0 million in the previous quarter, which included a
restructuring benefit of $669,000, and $9.5 million in the same period
one year ago.
Cash, cash equivalents and short-term investments as of March 30, 2008
were $15.1 million, compared to $16.7 million as of December 31, 2007.
A reconciliation of non-GAAP to GAAP results is provided in the table
below and on the Company’s website.
First Quarter 2008 Financial Results Conference Call
WJ Communications will host a conference call and Web cast with
investors today, Tuesday, May 6, 2008, at 2:00 p.m. Pacific Time (5:00
p.m. Eastern Time) to discuss the first quarter 2008 financial results.
Investors and other interested parties may access the call by dialing
800-257-7063 (+1-303-262-2006 outside of the U.S.), with the Reservation
ID 11113828, 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 contains forward-looking statements as to certain expected
Company actions and goals. These forward-looking statements and others
made by the Company are not historical facts but rather are based on
current expectations and our beliefs. These forward-looking statements
are made within the meaning of Section 27A of the Securities Act of 1933
and are subject to the safe harbor created by that section. 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 these
forward-looking statements as a result of a number of factors,
including, but not limited to, the actual closing of the TriQuint
transaction, the actual timing of the closing of the TriQuint
transaction being affected by unexpected delays and any failure to
satisfy the closing conditions to the transaction, the Company’s
actual performance in the second quarter of 2008 and fiscal year 2008
and the risk factors contained in the Company's Form 10-K for year ended
2007, Form 10-Q, 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 Web site 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.
For those of you who are Stockholders of WJ Communications, Inc.
please read the information below:
Additional Information and Where to Find It
In connection with the proposed TriQuint transaction, a proxy statement
of WJ Communications, Inc. and other materials have been filed with the
SEC. WE URGE INVESTORS TO READ THE PROXY STATEMENT AND THESE OTHER
MATERIALS CAREFULLY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED TRANSACTION. Investors can obtain free copies of the proxy
statement as well as other filed documents containing information at http://www.sec.gov,
the SEC’s free Internet site. Free copies of
WJ Communications, Inc.’s SEC filings are
also available on its Internet site at http://www.wj.com.
WJ Communications, Inc. and its executive officers and directors may be
deemed, under SEC rules, to be participants in the solicitation of
proxies from WJ Communications, Inc.’s
stockholders with respect to the proposed transaction. Information
regarding the officers and directors of WJ Communications, Inc. is
included in its definitive proxy statement for its 2007 annual meeting
filed with the SEC on June 20, 2007. More detailed information regarding
the special interests of the executive officers and directors in the
transaction, if any, is set forth in the proxy statement and other
materials filed with SEC in connection with the proposed transaction.
About WJ Communications
WJ Communications, Inc. is a leading provider of radio frequency (RF)
solutions serving multiple markets targeting wireless communications, RF
identification (RFID), and WiMax. 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.
