Attached files
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| EX-99.1 - PRESS RELEASE DATED MARCH 1, 2010 - POWERWAVE TECHNOLOGIES INC | pressrelease8k.htm |
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): February 25,
2010
POWERWAVE
TECHNOLOGIES, INC.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
000-21507
|
11-2723423
|
|
(State
or other jurisdiction of incorporation or organization)
|
(Commission
File Number)
|
(I.R.S.
Employer Identification No.)
|
1801
E. St. Andrew Place
Santa
Ana, CA 92705
(Address
of principal executive offices, zip code)
Registrant’s
telephone number, including area code: (714) 466-1000
Former
name or former address, if changed since last report: N/A
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:
|
¨
|
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
4.02 NON-RELIANCE ON PREVIOUSLY ISSUED FINANICAL STATEMENTS OR A RELATED AUDIT
REPORT OR COMPLETED INTERIM REVIEW
On
February 25, 2010, the Audit Committee of the Board of Directors of Powerwave
Technologies, Inc. (“the Company”), upon the recommendation of management,
concluded that previously issued financial statements in our Annual Report on
Form 10-K for the fiscal year ended January 3, 2010, and related auditors’
reported thereon, and our quarterly reports on Form 10-Q for the fiscal quarters
ended March 29, 2009, June 28, 2009 and September 27, 2009 should no longer be
relied upon because of an error in those financial statements. The
Company will restate these financial statements to make the necessary accounting
corrections.
The error
relates to the accounting treatment for the Company’s 1.875% convertible
subordinated notes due 2024 (“1.875% Notes”). The Company’s 1.875%
Notes should have been accounted for as set forth in FASB Staff Position (FSP)
Accounting Principles Board Opinions (APB) 14-1, Accounting for Convertible Debt
Instruments that May be Settled in Cash upon Conversion (Including Partial Cash
Settlement), accounting guidance now codified as FASB Accounting
Standards Codification (ASC) Topic 470-20, which became effective at the
beginning of the 2009 fiscal year. Pursuant to FASB ASC Topic 470-20,
if a convertible debt instrument may be settled in cash or some combination of
cash and stock upon conversion of the debt, then the Company is required to
account separately for the liability and equity components of such convertible
debt. The liability component is measured at its estimated fair value
such that the effective interest expense associated with the convertible debt
reflects the issuer’s borrowing rate at the date of issuance for similar debt
instruments without the conversion feature. The difference between
the cash proceeds associated with the convertible debt and this estimated fair
value is recorded as a debt discount and amortized to interest expense over the
life of the convertible debt using the effective interest rate
method.
FASB ASC
Topic 470-20 only impacts the accounting for the Company’s 1.875% Notes by
requiring the Company to account separately for the liability and equity
components of this convertible debt. The Company’s 3.875% convertible
subordinated notes due 2027 do not have a cash conversion feature and therefore
are not subject to FASB ASC Topic 470-20.
The
Statement of Operations impact of the correction for the application of FASB ASC
Topic 470-20 to the 1.875% Notes in 2009 is an additional $8.9 million in
non-cash interest expense, which results in net income for fiscal 2009 changing
from $3.2 million, as previously reported, to a net loss of $5.7 million and
basic and diluted earnings per share changing from $0.02 per share, as
previously reported, to a loss of $0.04 per share. The following is a
summary of the impact on the Statement of Operations due to the correction for
the adoption of FASB ASC Topic 470-20 for the fiscal quarters ended March 29,
2009, June 28, 2009, September 27, 2009 and January 3, 2010 and for the fiscal
year ended January 3, 2010. This summary also includes the impact on the Balance
Sheets as of March 29, 2009, June 28, 2009 and September 27, 2009, and as of
January 3, 2010:
Balance Sheet
Summaries:
|
January
3, 2010
|
||||||||||||
|
Unaudited
– in thousands
|
||||||||||||
|
As
reported
|
Adjustments
|
As
amended
|
||||||||||
|
Assets
|
||||||||||||
|
Other
assets
|
$
|
5,987
|
$
|
(333
|
)
|
$
|
5,654
|
|||||
|
Total
assets
|
390,185
|
(333
|
)
|
389,852
|
||||||||
|
Liabilities and
Shareholders' Equity (Deficit):
|
||||||||||||
|
Long-term
debt
|
280,887
|
(11,904
|
)
|
268,983
|
||||||||
|
Common
stock
|
769,825
|
55,529
|
825,354
|
|||||||||
|
Accumulated
deficit
|
(791,306
|
)
|
(43,958
|
)
|
(835,264
|
)
|
||||||
|
Total
shareholders' equity (deficit)
|
(10,959
|
)
|
11,571
|
612
|
||||||||
|
Total
liabilities and shareholders' equity (deficit)
|
390,185
|
(333
|
)
|
389,852
|
||||||||
|
March
29, 2009
|
||||||||||||
|
Unaudited
– in thousands
|
||||||||||||
|
As
reported
|
Adjustments
|
As
amended
|
||||||||||
|
Assets
|
||||||||||||
|
Other
assets
|
$
|
6,363
|
$
|
(533
|
)
|
$
|
5,830
|
|||||
|
Total
assets
|
442,798
|
(533
|
)
|
442,265
|
||||||||
|
Liabilities and
Shareholders' Equity (Deficit):
|
||||||||||||
|
Long-term
debt
|
300,887
|
(18,724
|
)
|
282,163
|
||||||||
|
Common
stock
|
766,234
|
55,529
|
821,763
|
|||||||||
|
Accumulated
deficit
|
(796,628
|
)
|
(37,338
|
)
|
(833,966
|
)
|
||||||
|
Total
shareholders' equity (deficit)
|
(19,513
|
)
|
18,191
|
(1,322
|
)
|
|||||||
|
Total
liabilities and shareholders' equity (deficit)
|
442,798
|
(533
|
)
|
442,265
|
||||||||
|
June
28, 2009
|
||||||||||||
|
Unaudited
– in thousands
|
||||||||||||
|
As
reported
|
Adjustments
|
As
amended
|
||||||||||
|
Assets
|
||||||||||||
|
Other
assets
|
$
|
6,924
|
$
|
(419
|
)
|
$
|
6,505
|
|||||
|
Total
assets
|
410,325
|
(419
|
)
|
409,906
|
||||||||
|
Liabilities and
Shareholders' Equity (Deficit):
|
||||||||||||
|
Long-term
debt
|
280,887
|
(14,821
|
)
|
266,066
|
||||||||
|
Common
stock
|
767,519
|
55,529
|
823,048
|
|||||||||
|
Accumulated
deficit
|
(790,280
|
)
|
(41,127
|
)
|
(831,407
|
)
|
||||||
|
Total
shareholders' equity (deficit)
|
(10,232
|
)
|
14,402
|
4,170
|
||||||||
|
Total
liabilities and shareholders' equity (deficit)
|
410,325
|
(419
|
)
|
409,906
|
||||||||
|
September
27, 2009
|
||||||||||||
|
Unaudited
– in thousands
|
||||||||||||
|
As
reported
|
Adjustments
|
As
amended
|
||||||||||
|
Assets
|
||||||||||||
|
Other
assets
|
$
|
6,514
|
$
|
(376
|
)
|
$
|
6,138
|
|||||
|
Total
assets
|
394,732
|
(376
|
)
|
394,356
|
||||||||
|
Liabilities and
Shareholders' Equity (Deficit):
|
||||||||||||
|
Long-term
debt
|
280,887
|
(13,375
|
)
|
267,512
|
||||||||
|
Common
stock
|
768,866
|
55,529
|
824,395
|
|||||||||
|
Accumulated
deficit
|
(789,988
|
)
|
(42,530
|
)
|
(832,518
|
)
|
||||||
|
Total
shareholders' equity (deficit)
|
(9,639
|
)
|
12,999
|
3,360
|
||||||||
|
Total
liabilities and shareholders' equity (deficit)
|
394,732
|
(376
|
)
|
394,356
|
||||||||
Statement of Operations
Summaries:
|
Fiscal
Year Ended
January
3, 2010
|
||||||||||||
|
Unaudited
– in thousands except per share data
|
||||||||||||
|
As
reported
|
Adjustments
|
As
amended
|
||||||||||
|
Operating
loss
|
$
|
(1,877
|
)
|
$
|
$
|
(1,877
|
)
|
|||||
|
Other
income (expense), net
|
8,381
|
(8,892
|
)
|
(511
|
)
|
|||||||
|
Income
tax provision
|
3,282
|
3,282
|
||||||||||
|
Net
income (loss)
|
3,222
|
(8,892
|
)
|
(5,670
|
)
|
|||||||
|
Basic
earnings (loss) per share
|
0.02
|
(0.04
|
)
|
|||||||||
|
Diluted
earnings (loss) per share
|
0.02
|
(0.04
|
)
|
|||||||||
|
Basic
shares outstanding
|
131,803
|
131,803
|
||||||||||
|
Diluted
shares outstanding
|
134,006
|
131,803
|
||||||||||
|
Three
Months Ended
March
29, 2009
|
||||||||||||
|
Unaudited
– in thousands except per share data
|
||||||||||||
|
As
reported
|
Adjustments
|
As
amended
|
||||||||||
|
Operating
loss
|
$
|
(6,060
|
)
|
$
|
$
|
(6,060
|
)
|
|||||
|
Other
income (expense), net
|
5,430
|
(2,272
|
)
|
3,158
|
||||||||
|
Income
tax provision
|
1,470
|
1,470
|
||||||||||
|
Net
loss
|
(2,100
|
)
|
(2,272
|
)
|
(4,372
|
)
|
||||||
|
Basic
loss per share
|
(0.02
|
)
|
(0.03
|
)
|
||||||||
|
Diluted
loss per share
|
(0.02
|
)
|
(0.03
|
)
|
||||||||
|
Basic
shares outstanding
|
131,491
|
131,491
|
||||||||||
|
Diluted
shares outstanding
|
131,491
|
131,491
|
||||||||||
|
Three
Months Ended
June
28, 2009
|
||||||||||||
|
Unaudited
– in thousands except per share data
|
||||||||||||
|
As
reported
|
Adjustments
|
As
amended
|
||||||||||
|
Operating
loss
|
$
|
(658
|
)
|
$
|
$
|
(658
|
)
|
|||||
|
Other
income (expense), net
|
6,288
|
(3,789
|
)
|
2,499
|
||||||||
|
Income
tax provision
|
(718
|
)
|
(718
|
)
|
||||||||
|
Net
income
|
6,348
|
(3,789
|
)
|
2,559
|
||||||||
|
Basic
earnings per share
|
0.05
|
0.02
|
||||||||||
|
Diluted
earnings per share
|
0.05
|
0.02
|
||||||||||
|
Basic
shares outstanding
|
131,654
|
131,654
|
||||||||||
|
Diluted
shares outstanding
|
134,447
|
134,447
|
||||||||||
|
Three
Months Ended
September
27, 2009
|
||||||||||||
|
Unaudited
– in thousands except per share data
|
||||||||||||
|
As
reported
|
Adjustments
|
As
amended
|
||||||||||
|
Operating
income
|
$
|
1,864
|
$
|
$
|
1,864
|
|||||||
|
Other
income (expense), net
|
(769
|
)
|
(1,403
|
)
|
(2,172
|
)
|
||||||
|
Income
tax provision
|
803
|
803
|
||||||||||
|
Net
income (loss)
|
292
|
(1,403
|
)
|
(1,111
|
)
|
|||||||
|
Basic
earnings (loss) per share
|
0.00
|
(0.01
|
)
|
|||||||||
|
Diluted
earnings (loss) per share
|
0.00
|
(0.01
|
)
|
|||||||||
|
Basic
shares outstanding
|
131,950
|
131,950
|
||||||||||
|
Diluted
shares outstanding
|
135,058
|
131,950
|
||||||||||
|
Three
Months Ended
January
3, 2010
|
||||||||||||
|
Unaudited
– in thousands except per share data
|
||||||||||||
|
As
reported
|
Adjustments
|
As
amended
|
||||||||||
|
Operating
income
|
$
|
2,977
|
$
|
$
|
2,977
|
|||||||
|
Other
income (expense), net
|
(2,568
|
)
|
(1,428
|
)
|
(3,996
|
)
|
||||||
|
Income
tax provision
|
1,727
|
1,727
|
||||||||||
|
Net
loss
|
(1,318
|
)
|
(1,428
|
)
|
(2,746
|
)
|
||||||
|
Basic
loss per share
|
(0.01
|
)
|
(0.02
|
)
|
||||||||
|
Diluted
loss per share
|
(0.01
|
)
|
(0.02
|
)
|
||||||||
|
Basic
shares outstanding
|
132,115
|
132,115
|
||||||||||
|
Diluted
shares outstanding
|
132,115
|
132,115
|
||||||||||
There are
no cash impacts as this increased amortization is not payable in cash and is not
deductible for tax purposes. There are no changes to the prior
reported pro forma results as this convertible debt discount amortization would
be excluded from pro forma results. FASB ASC 470-20 requires
retrospective application to the terms of instruments as they existed for all
periods presented and this retroactive application will be included in the
amended and restated Annual Report on Form 10-K for the fiscal year ended
January 3, 2010 and the quarterly reports on Form 10-Q for the periods ended
March 29, 2009, June 28, 2009 and September 27, 2009 to be filed by the Company
to reflect the change in accounting.
The
Company is currently working to prepare the appropriate filings with the
Securities and Exchange Commission and the Company also is currently
assessing the impact of this restatement on its internal controls over financial
reporting.
The Audit
Committee has discussed with the Company’s independent accountant the matters
disclosed in this filing.
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
The
following exhibit is furnished as part of this report.
|
Exhibit
Number
|
Description
|
|
99.1
|
Press
release dated March 1, 2010.
|
This
Current Report contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E
of the Securities Exchange Act of 1934, as amended. The foregoing statements
regarding the statement of operations and balance sheet impact of the
application of FASB ASC 470-20 to the 1.875% Notes are forward-looking
statements and are preliminary in nature and subject to audit by our independent
accounting firm. These statements reflect the Company’s current beliefs
and are based on information currently available to the Company as of the date
of this Current Report. There are known and unknown factors that could cause
actual results or outcomes to differ materially from those addressed in the
forward-looking information. Such known factors are detailed in the Company’s
Annual Report on Form 10-K for the year ended January 3, 2010 and in the
Company’s Quarterly Reports on Form 10-Q as filed with the Securities and
Exchange Commission, and in other reports filed by the Company with the
Securities and Exchange Commission from time to time. These forward-looking
statements should not be relied upon as representing the Company’s views as of
any subsequent date and the Company undertakes no obligation to update
forward-looking statements to reflect events or circumstances after the date
they were made.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
|
Date:
|
March
1, 2010
|
POWERWAVE
TECHNOLOGIES, INC
|
||
|
By:
|
/s/
Kevin T. Michaels
|
|||
|
Kevin
T. Michaels
|
||||
|
Chief
Financial Officer
|
EXHIBIT
INDEX
|
Exhibit
Number
|
Description
|
|
99.1
|
Press
release dated March 1, 2010.
|