UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
Form 10-K
|
|
|
(Mark One)
|
|
|
þ
|
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
|
|
|
For the fiscal
year ended December 31, 2009
|
or
|
o
|
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
|
|
|
For the transition period
from to
|
Commission file number:
000-31635
Endwave Corporation
(Exact name of registrant as
specified in its charter)
|
|
|
Delaware
|
|
95-4333817
|
(State of
incorporation)
|
|
(I.R.S. Employer Identification
No.)
|
130 Baytech Drive
San Jose, CA
(Address of principal
executive offices)
|
|
95134
(Zip
code)
|
(408) 522-3100
(Registrants telephone
number, including area code)
Securities registered pursuant to Section 12(b) of the
Act:
|
|
|
Title of Each Class
|
|
Name of Each Exchange on Which Registered
|
|
Common Stock, $0.001 par value per share
|
|
The NASDAQ Global Market
|
Securities registered pursuant to Section 12(g) of the
Act:
None
Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities
Act. Yes o No þ
Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or 15(d) of the Exchange
Act. Yes o No þ
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of
the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been
subject to such filing requirements for the past
90 days. Yes þ No o
Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any,
every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of
Regulation S-T
(§ 232.405 of this chapter) during the preceding
12 months (or for such shorter period that the registrant
was required to submit and post such
files). Yes o No o
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of
Regulation S-K
is not contained herein, and will not be contained, to the best
of the registrants knowledge, in definitive proxy or
information statements incorporated by reference in
Part III of this
Form 10-K. o
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company. See the definitions of
large accelerated filer, accelerated
filer and smaller reporting company in
Rule 12b-2
of the Exchange Act. (Check one):
|
|
|
|
|
|
|
Large accelerated
filer o
|
|
Accelerated
filer o
|
|
Non-accelerated
filer o
|
|
Smaller reporting
company þ
|
|
|
|
|
(Do not check
if a smaller reporting company)
|
|
|
Indicate by check mark whether the registrant is a shell company
(as defined in
Rule 12b-2
of the Exchange
Act). Yes o No þ
The aggregate market value of the common stock held by
non-affiliates of the registrant as of June 30, 2009 was
approximately $20 million. Shares of voting common stock
held by directors and executive officers have been excluded as
such persons may be deemed to be affiliates. This determination
of affiliate status is not necessarily a conclusive
determination for other purposes. The aggregate market value has
been computed based on a price of $2.56, which was the closing
sale price on June 30, 2009 as reported by The NASDAQ
Global Market.
The number of shares outstanding of the registrants common
stock as of February 5, 2010 was 9,684,756.
ENDWAVE
CORPORATION
FORM 10-K
Year
Ended December 31, 2009
TABLE OF
CONTENTS
2
FORWARD-LOOKING
INFORMATION
This report contains forward-looking statements within the
meaning of Section 17A of the Securities Act of 1933, or
the Securities Act, and within the meaning of Section 21E
of the Securities Exchange Act of 1934, or the Exchange Act,
that are subject to the safe harbor created by those
sections. These forward-looking statements can generally be
identified as such because the statement will include words such
as anticipate, believe,
continue, estimate, expect,
intend, may, opportunity,
plan, potential, predict or
will, the negative of these words or words of
similar import. Similarly, statements that describe our future
plans, strategies, intentions, expectations, objectives, goals
or prospects are also forward-looking statements. Discussions
containing these forward-looking statements may be found, among
other places, in the sections of this report entitled
Business, Risk Factors, and
Managements Discussion and Analysis of Financial
Condition and Results of Operations. These forward-looking
statements are based largely on our expectations and projections
about future events and future trends affecting our business,
and so are subject to risks and uncertainties that could cause
actual results to differ materially from those anticipated in
the forward-looking statements. The risks and uncertainties are
attributable to, among other things: global economic conditions
and their impact on our customers; our new semiconductor product
line, our suppliers abilities to deliver raw materials to
our specifications and on time; our customer and market
concentration; volatility resulting from consolidation of key
customers; our ability to achieve revenue growth and maintain
profitability; 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; our ability to develop new or improved semiconductor
process technologies; and fluctuations in the price of our
common stock. Because of the risks and uncertainties referred to
above and other risks and uncertainties, including the risks
described in the section of this report entitled Risk
Factors, actual results or outcomes could differ
materially from those expressed in any forward-looking
statements and you should not place undue reliance on any
forward-looking statements. New risks emerge from time to time,
and it is not possible for us to predict which risks will arise.
In addition, we cannot assess the impact of each risk on our
business or the extent to which any risk, or combination of
risks, may cause actual results to differ materially from those
contained in any forward-looking statements. Except as required
by law, we undertake no obligation to publicly revise our
forward-looking statements to reflect events or circumstances
that arise after the date of this report or the date of
documents incorporated by reference in this report that include
forward-looking statements.
3
PART I
Introduction
We design, manufacture and market radio frequency, or RF,
products that enable the transmission, reception and processing
of high frequency RF signals. As a result of the divestiture of
our Defense and Security RF module business in April 2009, our
products now consist of two key product lines:
|
|
|
|
|
Our transceiver modules that serve as the core RF
sub-system
in digital microwave radios are produced for telecommunication
network original equipment manufacturers and system integrators
located throughout the world, collectively referred to in this
report as telecom OEMs. Telecom OEMs that purchased our modules
accounted for nearly all of our revenues during 2009. Total
revenues from our two largest telecom OEM customers, Nokia
Siemens Networks and its manufacturing partner, SRI Radio
Systems, and Nera ASA accounted for 88% of our 2009 revenues.
|
|
|
|
Our semiconductor product line consists of a wide variety of
monolithic microwave integrated circuits, or MMICs, including
amplifiers, voltage controlled oscillators, up and down
converters, variable gain amplifiers, voltage variable
attenuators, fixed attenuators and filters. These devices are
used not only in microwave radio transceiver modules, but may
also find wide application in other types of telecommunications
systems, as well as defense, homeland security, instrumentation
and consumer systems. Our semiconductor product line was
formally introduced to the market in the latter part of 2009 and
has not yet become a significant source of revenue for us.
|
We were originally incorporated in California in 1991 and
reincorporated in Delaware in 1995. In March 2000, we merged
with TRW Milliwave Inc., a RF
sub-system
supplier that was a wholly-owned subsidiary of TRW Inc. In
connection with the merger, we changed our name from Endgate
Corporation to Endwave Corporation. On October 17, 2000, we
successfully completed the initial public offering of our common
stock. As used in this report, we, us,
our, Endwave and words of similar import
refer to Endwave Corporation.
Industry
Background and Markets
High-Frequency
RF Technology
The applications of RF technology are broad, extending from
terrestrial AM radio at the low end of the frequency spectrum,
which is less than 1 MHz (megahertz, or million cycles per
second), to atmospheric monitoring applications at the high end
of the frequency spectrum, which is around 100 GHz
(gigahertz, or billion cycles per second). Microwave
technology refers to technology for the transmission of
signals at high frequencies, from approximately 1 GHz to
approximately 20 GHz and millimeter wave technology
refers to technology for the transmission of signals at very
high frequencies, from approximately 20 GHz to beyond
100 GHz. Our products employ both microwave and millimeter
wave technology. The term microwave, however, is commonly
understood in the industries we serve, and we use that term in
this report as meaning both microwave and millimeter wave.
Our products are typically designed to operate at frequencies
between 1 GHz and 100 GHz, which we refer to in this
report as high-frequency RF. Due to their physical attributes,
these frequencies are well-suited for applications in
telecommunication networks requiring high data throughput,
defense systems demanding advanced radar, imaging and
communication capabilities and homeland security systems
requiring detection, measurement and imaging capabilities.
Telecommunication
Networks
High-frequency transceiver modules and their key constituent
components, MMICs, are an integral part of microwave radios,
which in turn play a key role in many telecommunication
networks. Microwave radio links have a number of applications:
Cellular Telephone Backhaul. The communication
link between the cellular base station site and the overall
telephone network is referred to as cellular backhaul.
This is the most common use of microwave
4
radios. In most parts of the world, cellular backhaul is
typically accomplished through the use of microwave radios
either because of their ease of deployment and low overall cost
relative to available wireline options or because adequate
wireline facilities are not available. While in the United
States and Canada cellular backhaul has typically been
accomplished through the use of wireline facilities, there is a
growing trend to migrate to microwave backhaul because wireline
systems are not a practical alternative to provide the extremely
high backhaul data rates necessitated by contemporary
smart phones and similar devices.
Carrier Class Trunking. To deploy their
networks, communications carriers require high capacity links,
or trunk circuits, between major voice and data switching
centers. While fiber optic cables are the most common type of
trunk circuit facility, microwave radios are often used for
portions of these circuits when the intervening terrain, such as
mountains or bodies of water, is difficult to traverse or as
redundant backup links for the fiber optic network.
Private Voice and Data Networks. When private
users, such as companies and universities, deploy stand-alone
campus area or metropolitan area voice and data networks, they
often encounter situations where it is not possible to access a
direct physical path between their facilities due to distance or
intervening structures and roads. If third-party wireline
facilities are not available or cost-effective, a microwave
radio link is often used to provide the network connection. In
addition, companies often implement microwave facilities as
redundant backup links for their wireline facilities.
Fixed Wireless Access Network
Backhaul. Similar to the situation in cellular
telephone networks, fixed wireless access networks require a
backhaul infrastructure to move the data from individual access
points to an internet portal. Various approaches are being
considered for the widespread implementation of fixed wireless
access networks, including the IEEE 802.16 WiMAX standard and
LTE (Long Term Evolution) technology. Regardless of the
underlying access technology, all such fixed wireless access
networks will face the technological and cost issues associated
with connecting individual access points to the wireline network
infrastructure. We believe this need for backhaul represents an
opportunity for microwave radios, particularly because the
anticipated high bandwidth requirements of fixed wireless access
networks are served more cost-effectively by microwave radios
than by wireline alternatives.
While macroeconomic conditions have slowed the deployment of
telecommunication networks, we believe there will be a long-term
demand for microwave radios and the components used to build
them. In developing countries such as Brazil, Russia, India and
China, there has been a rapid growth in the penetration of
cellular telephone services. We expect that this growth will
result in a continuing demand for microwave backhaul radios
because these countries lack well-established wireline
infrastructures to support the backhaul requirements of a
wireless telephony network. In more mature economies, there has
been an increasing demand for mobile data services. We believe
this demand will also drive the need for more high-capacity
backhaul.
Defense
and Homeland Security Markets
High-frequency RF technology is an integral part of various
defense and homeland security systems. Although we sold our
Defense and Security RF module business in April 2009, we are
planning to enter into the defense and homeland security markets
with our semiconductor product line in order to address
additional markets and broaden our customer base. Key
applications in these markets include:
Radar Systems. Traditional radar systems are
configured to detect large objects at significant distances. To
add to this capability, many new systems employ complementary
high frequency RF radar systems designed to detect small
vehicles and personnel. These new systems often use these higher
frequencies in order to provide greater resolution. A further
use of high frequency radar is airborne imaging equipment that
allows pilots to see through low-lying haze and dust much in the
same way night vision goggles permit one to see in the dark.
Signal Intelligence Systems. Information about
an opposing force can be gathered by monitoring their electronic
communications. Systems that gather such information utilize a
variety of RF and microwave components to monitor and interpret
information over a broad spectrum of potential frequencies that
a hostile force might use.
5
High Capacity Communications. A modern,
widely-dispersed military or security force requires
communication systems to transmit voice, video and data wherever
and whenever it is needed. Many military or security
communication systems, whether terrestrial, airborne or
satellite, employ microwave technology to meet these
requirements. As the data rates in these systems increase, the
systems must be able to operate at higher frequencies to take
advantage of the transmission bandwidth that is available at
those frequencies.
Long Distance Personnel
Detection. High-frequency RF signals can be used
to detect the presence of humans at significant distances, much
in the same way lower frequency radar systems can detect metal
objects at a distance. This phenomenon can be employed as a
radar fence to detect intrusion along lengthy security
perimeters such as airport runways, military bases and
international borders.
For these reasons, we believe demand for high-frequency RF
components in the defense and homeland security market is
growing. We believe that the growth of these markets may
represent a significant opportunity for our semiconductor
product line.
Our
Business Approach
Historically, when OEMs and other systems integrators
incorporated high-frequency RF technology into their products,
they designed and manufactured the requisite hardware
internally. However, when faced with the need to generate cost
efficiencies and technological innovations with fewer resources,
OEMs and systems integrators frequently look to merchant
suppliers for these items. We believe there are several key
characteristics that define an attractive supply partner for
fulfilling these requirements, including:
Technical Depth. OEMs and systems integrators
seek merchant suppliers that have significant experience in and
understanding of the overall system design. This depth and
breadth of understanding is crucial to optimizing the system
design and making appropriate overall system level tradeoffs,
thereby enabling the OEM or system integrator to design and
deploy its systems more cost-effectively.
Innovative Technology. New technology is the
key to providing enhanced performance and continued cost
reduction. Thus, OEMs and systems integrators value this
capability and prefer partners that create new technologies
offering additional functionality, higher reliability, lower
cost and better performance.
Semiconductor Devices. Beyond seeking complete
hardware solutions, OEMs and system integrators may seek
technologically advanced and cost effective semiconductor
devices including custom design capabilities that meet their
unique technological needs on existing or next generation
hardware platforms.
Low Cost. OEMs and systems integrators are
under increasing pricing pressure from their customers and
expect effective and persistent cost-reduction programs from
their merchant suppliers. These cost-reduction programs require
merchant suppliers to mount a comprehensive effort at multiple
levels, including integration of multiple functions, efficient
manufacturing, effective supply chain management, streamlined
life cycle support and use of low cost
sub-contractors.
Flexible Supply Chain Capabilities. Volatility
of demand is common in the markets we serve. Therefore OEMs and
system integrators need merchant suppliers that can accommodate
fluctuations in the demand, whether in mix
and/or
quantity, and that can flexibly scale their manufacturing to
match these fluctuating demands.
We believe that few merchant suppliers comprehensively address
all of these requirements. Many of the merchant suppliers that
populate the industry are small and lack the requisite
operational strength and technical capability to address these
needs. Further, many suppliers use labor-intensive assembly and
test methods that limit their ability to produce high frequency
RF products in high volumes and at a low cost. Others do not
possess the breadth of
component-to-system
expertise that is desired by telecom OEMs. In contrast, we
believe that we possess several key strengths that enable us to
provide our customers with superior products and services. These
strengths include:
Extensive Technical Expertise. We have
extensive experience in all aspects of high frequency design and
manufacturing. Our body of intellectual property and a
highly-skilled technical team are critical when dealing with the
higher frequencies required by emerging applications. Our
technical team has broad expertise
6
in device physics, semiconductor device and circuit design,
system engineering, test engineering and other critical
disciplines. In addition, our large library of proprietary
designs enables us to introduce new products rapidly and
cost-effectively. We believe the depth and breadth of our
technical expertise differentiates us from many of our
competitors, enabling us to optimize our products for critical
performance factors and to assist our customers in developing an
optimal overall design.
A Commitment to Develop Next-Generation
Technology. A key component of our value
proposition is providing our customers with powerful and
cost-effective technologies that offer them a major technical
and economic advantage. We have invested in the development of
next-generation circuit and packaging technologies that allow us
to provide our customers with high-performance and low-cost
solutions. Our ability to develop new semiconductor devices on a
custom basis provides us greater flexibility to optimize product
designs for our customers and their specific applications. We
intend to continue to invest in research and development,
maintain a team of talented engineers and scientists, and build
on our manufacturing technologies.
Comprehensive Approach to Cost-Effective
Manufacturing. We have taken a comprehensive
approach to developing a cost-effective, outsourced
manufacturing capability that allows us to compete on a
worldwide basis and to offer our customers product solutions at
attractive prices:
|
|
|
|
|
We design our products to be readily manufacturable and able to
tolerate a wide range of material and manufacturing process
variations. This speeds the flow of work, reduces the required
level of touch labor and minimizes rework.
|
|
|
|
Semiconductors are both a critical technical element and a major
cost component of our products. Our ability to custom design
these devices allows us to optimize them for cost and
performance and to achieve significant cost savings by having
them fabricated in low cost, third-party foundries.
|
|
|
|
For many of our products, we have implemented automated assembly
techniques that reduce labor content and enhance both product
uniformity and quality.
|
|
|
|
Testing is often a large part of the manufacturing effort and we
have developed extensive automated testing capabilities that
speed this process and differentiate us from the labor-intensive
methods often used in our industry. We use state of the art
information technology systems to store, analyze and transmit
test data.
|
|
|
|
Because our products are highly manufacturable, we have been
able to contract with third-party, primarily offshore,
manufacturers for even greater cost savings. We began the
transition to outsourced manufacturing in 2002, most notably to
HANA Microelectronics Co., Ltd. (or HANA), a
Thailand-based contract manufacturer, and today almost all of
our manufacturing operations utilize an outsourced approach.
This transition has significantly improved our product margins
and enables us to adjust rapidly, efficiently and flexibly to
our customers varying quantity and product mix
requirements, which are often created by unexpected needs and
variations in demand.
|
|
|
|
The cost of raw materials and components employed in high
frequency devices and products are a major part of the overall
manufacturing cost. We have reduced the cost of these items by
re-designing them, leveraging our purchasing power and selecting
more cost-effective suppliers. As an outgrowth of our
operational presence in Asia, we continue to identify low-cost,
high-quality Asian-based suppliers for several of the raw
materials and components used in our products.
|
|
|
|
Our high unit volumes enable us to achieve lower manufacturing
costs than many of our competitors as we increase our materials
purchasing power, amortize our overhead expenses over a larger
number of units and gain labor efficiencies.
|
Products
and Technology
Integrated
Transceiver
Sub-system
Modules
Integrated transceiver
sub-system
modules combine several functional RF blocks, such as
amplifiers, mixers, switches or oscillators, with various types
of control and support circuitry, such as a microprocessor or a
power
7
supply, to form a stand-alone transceiver
sub-system.
These complex modules, generally comprising hundreds of
individual components, combine RF functions with sophisticated
analog and digital system interface and control capabilities.
Within these modules, the core RF functions are performed with
either of two circuit technologies:
|
|
|
|
|
MMIC (Monolithic Microwave Integrated
Circuit). In this RF semiconductor technology,
individual devices, components and interconnects are patterned
onto a semiconductor substrate (typically gallium arsenide, or
GaAs) in a manner similar to industry standard integrated
circuit fabrication techniques. We have developed a large
repertoire of custom designed MMICs that have been optimized for
cost, performance and manufacturability.
|
|
|
|
MLMStm
(Multi-Lithic Micro System). This is a
proprietary RF semiconductor circuit technology that we have
developed to overcome the shortcomings of conventional circuit
technologies. This technology consists of a small multi-layer RF
substrate onto which individual devices (transistors and diodes)
are attached and electrically connected without the use of bond
wires. The features of this technology are numerous including
reduced design difficulty, elimination of individual tuning, low
cost substrate materials, automated manufacture, use of multiple
semiconductor technologies in the same circuit (i.e.
multi-lithic), integrated passive circuit elements and the
ability to provide a complete system on a chip
functionality.
|
In high-frequency RF modules, the circuit packaging technology
also significantly impacts cost and performance. Many of our
newer products employ a unique packaging technology named
Epsilontm.
In this approach, MMIC or MLMS circuits are directly mounted to
a composite printed wiring board and then enclosed with a
metalized molded plastic or machined cover. The composite wiring
board consists of a top RF circuit layer built on a low loss
substrate with lower layers of the board consisting of
conventional printed wiring board substrates for power and
control circuitry. This approach reduces the size, weight and
cost of the packaging components.
Semiconductor
Devices
As noted above, in the course of developing several different
transceiver module variants to meet a range of customer
requirements, we have designed a broad range of semiconductor
devices including a large number of MMIC devices. The breadth
and depth of this repertoire is such that we can fulfill the
requirements for most circuit functions in the frequency range
of 10 GHz to 100 GHz. Our motivation to design these
circuits has been to both achieve superior electrical
performance and to reduce costs through vertical integration.
Once designed, these devices are fabricated in several merchant
foundries throughout the world. By using a mixture of foundries,
we are able to select the best foundry and fabrication process
to achieve the desired performance in the most cost-effective
manner. Our devices have been particularly designed to meet the
high frequency and high bandwidth requirements of contemporary
systems. In addition to the core devices, we have developed a
range of device packaging technologies that allow our circuits
to be installed using industry standard surface mount
technology, or SMT, assembly processes. We have extended this
technology such that devices operating at frequencies up to
50 GHz can be assembled in the SMT format, thus
facilitating ease of downstream assembly of the
sub-system
module. In addition to supporting our transceiver product line,
we now offer these devices as stand-alone products to the
various markets and applications noted earlier.
Sales and
Marketing
We sell our products both through direct sales efforts and a
network of independent domestic and international
representatives. For each of our major customers, we assign a
technical account manager, who has responsibility for developing
and expanding our relationship with that customer. Our direct
and representative sales efforts are augmented by traditional
marketing activities, including advertising, participation in
industry associations and presence at major trade shows.
Our products are highly technical and the sales cycle can often
be long. Our sales efforts typically involve a collaborative and
iterative process with our customers to determine their specific
requirements, verify a product design and develop an effective
manufacturing approach matched to the application. Depending on
the product type and market, the sales cycle can typically take
anywhere from 2 to 24 months.
8
Customers
In 2009, revenues from our telecom OEM customers comprised
nearly all of our total revenues. More specifically, revenues
from Nokia Siemens Networks and its manufacturing partner, SRI
Radio Systems, and Nera accounted for 70% and 18% of our total
revenues, respectively. We expect revenues from our telecom OEM
customers to comprise the large majority of our revenues in the
immediate term. In the telecom market, our revenues are
attributable to a limited number of telecom OEMs, and we would
expect this pattern to remain for the foreseeable future.
Divestitures
In April of 2009 we completed the divestiture of our Defense and
Security RF module business to Microsemi, Inc. as described
below:
|
|
|
|
|
|
Divestiture
|
|
Structure
|
|
Key Terms
|
|
|
To Microsemi, Inc. April 2009
|
|
Asset sale of all assets associated with our Defense and
Security RF module business including intellectual property,
designs, customer contracts, inventories and equipment
|
|
All cash transaction
Endwave non-competition constraints
limited to module-level products that enable the transmission,
reception, and processing of high frequency signals in defense
electronics and security systems for three years following
divestiture
|
|
|
Competition
The markets for our products are extremely competitive, and are
characterized by rapid technological change and continuously
evolving customer requirements and many of our competitors have
significantly greater resources than we do.
Among merchant suppliers of transceiver modules in the
telecommunication network market, we compete with Compel
Electronics SpA, Filtronic plc, Microelectronics Technology
Inc., and Remec Broadband Wireless, Inc., among others. In
addition to these companies, there are telecom OEMs, such as
Ericsson and NEC Corporation, that use their own captive
resources for the design and manufacture of transceiver modules,
rather than using merchant suppliers such as ourselves. While we
have limited opportunities to supply transceiver modules to
these telecom OEMs, we believe we have opportunities to supply
them semiconductor devices for their captive products.
In the case of our semiconductor product line, we compete with
Avago Technologies, Ltd., Hittite Microwave Corp., MIMIX
Broadband, Inc., RF Micro Devices, Inc., TriQuint Semiconductor,
Inc. and United Monolithic Semiconductors, S.A.S., among others.
We believe that the principal competitive factors in our
industry are:
|
|
|
|
|
Product pricing and the ability to offer low-cost solutions;
|
|
|
|
Technical leadership and product performance;
|
|
|
|
Strong customer relationships;
|
|
|
|
Product breadth;
|
|
|
|
Time-to-market
in the design and manufacturing of products; and
|
|
|
|
Logistical flexibility, manufacturing capability and scalable
capacity.
|
9
Research
and Development
We direct our research efforts towards developing advanced
device, circuit and packaging technologies, creating new
proprietary circuit designs and integrating these technologies
and designs into the semiconductor devices we provide to our
customers. Our product development activities focus on designing
products to meet specific customer and market needs and
introducing these products to manufacturing.
Our technical approach emphasizes the following capabilities:
Semiconductor Design Capabilities. Our ability
to design semiconductor devices allows us to optimize and reduce
the cost of designs beyond what is possible with standard
off-the-shelf
semiconductor devices.
Breadth of Expertise. We are experienced in a
broad range of technical disciplines and possess the know-how to
design products at multiple levels of integration.
Computer Modeling Capabilities. Our extensive
computer modeling capabilities allow us to create designs
quickly and to minimize the number of iterations required to
develop specification compliant, cost-effective designs.
Extensive Library of Designs. Our extensive
library of device, circuit and
sub-system
designs enables us to generate new products and produce
prototypes quickly to meet our customers
time-to-market
demands.
Automated Testing Processes. High-frequency RF
products require extensive testing after assembly to verify
compliance with customer specifications. We use high speed,
custom-designed, automated test sets that are capable of rapidly
testing devices and modules. This increases throughput in the
manufacturing process and reduces the skill level required to
conduct the tests. Concurrently with the development of these
test methods, we develop data analysis and reporting tools to
facilitate rapid communication of test data to our customers.
Our investment in research and development and related
engineering projects has resulted in research and development
expenses from continuing operations of $6.5 million,
$6.8 million, and $5.5 million in 2007, 2008 and 2009,
respectively.
Patents
and Intellectual Property Rights
Our success depends, in part, on our ability to protect our
intellectual property. We rely primarily on a combination of
patent, copyright, trademark and trade secret laws to protect
our proprietary technologies and processes. As of
December 31, 2009, we had 43 United States patents issued,
many with associated foreign filings and patents. Our issued
patents include those relating to basic circuit and device
designs, semiconductors, MLMS technology and system designs. Our
United States patents expire between 2013 and 2028. We do not
anticipate the expiration of patents over the near term to have
a significant impact on our research and development or
operations. We also license technology from other companies,
including Northrop Grumman Corporation. There are no limitations
on our rights to make, use or sell products we may develop in
the future using the technology licensed to us by Northrop
Grumman Corporation.
We maintain a vigorous technology development program that
routinely generates potentially patentable intellectual
property. Our decisions as to whether to seek formal patent
protection, and the countries in which to seek it, are taken on
a
patent-by-patent
basis and are based on the economic value of the intellectual
property, the anticipated strength of the resulting patent, the
cost of pursuing the patent and an assessment of using a patent
as an implement to protect the underlying intellectual property.
With regard to our pending patent applications, it is possible
that no patents may be issued as a result of these or any future
applications or the allowed patent claims may be of reduced
value and importance. Further, any existing or future patents
may be challenged, invalidated or circumvented thus reducing or
eliminating their commercial value.
To protect our intellectual property, we enter into
confidentiality and assignment of rights to inventions
agreements with our employees, and confidentiality and
non-disclosure agreements with our strategic partners, and
generally control access to and distribution of our
documentation and other proprietary information. These measures
may not be adequate in all cases to safeguard the proprietary
technology underlying our products. It
10
may be possible for a third party to copy or otherwise obtain
and use our products or technology without authorization,
develop similar technology independently or attempt to design
around our patents. In addition, effective patent, copyright,
trademark and trade secret protection may be unavailable or
limited outside of the United States, Europe and Japan.
Operations
All of our manufacturing operations are located in Lamphun,
Thailand and utilize the facilities of our contract
manufacturing partner, HANA. Under our manufacturing contract,
HANA supplies the physical plant, direct labor, basic assembly
equipment and warehousing functions. We supplement those
activities with our own full-time, in-country staff consisting
of 17 people who provide production planning, process
engineering, test engineering, product support, design
engineering and quality assurance support. We own certain assets
held securely in HANAs factory, including specialized test
and assembly equipment and various raw material and product
inventories. Our arrangement with HANA allows us to reduce our
labor and facility expenses while maintaining tight control of
process and quality. To reduce our costs further, we have
identified lower cost Asian sources for various raw materials,
especially basic metal and circuit board components. Our
manufacturing agreement with HANA currently expires in October
2010, but will renew automatically for successive one-year
periods unless either party notifies the other of its desire to
terminate the agreement at least one year prior to the
expiration of the term. In addition, either party may terminate
the agreement without cause upon 365 days prior written
notice to the other party, and either party may terminate the
agreement if the non-terminating party is in material breach and
does not cure the breach within 30 days after notice of the
breach is given by the terminating party. There can be no
guarantee that HANA will not seek to terminate its agreement
with us.
We use both industry-standard and Endwave-designed semiconductor
devices. We obtain industry-standard devices from various
suppliers of these parts and we contract with various
third-party foundries to produce our own designs. Our use of
third-party foundries for custom designed devices gives us the
flexibility to use the process technology that is best suited
for each application and eliminates the need for us to invest in
and maintain our own semiconductor facilities. While the loss of
our relationship with or our access to any of the semiconductor
foundries we currently use, and any resulting delay or reduction
in the supply of semiconductor devices to us, would severely
impact our ability to fulfill customer orders and could damage
our relationships with our customers, we estimate that we could
shift production to a new foundry within six months. We
currently use the foundry services of Global Communication
Semiconductors, Inc., M/A-COM Technology Solutions Inc.,
Northrop Grumman Space Technology, TriQuint Semiconductors and
WIN Semiconductors Corp. Our largest suppliers of industry
standard semiconductor devices include Hittite Microwave Corp,
MIMIX Broadband, and Sumitomo Electric Device Innovations, Inc.
All of the manufacturing facilities we operate or use worldwide
are registered under ISO
9001-2000,
an international certification standard of quality for design,
development and business practices. Additionally, we are
certified under AS-9100 in support of our defense industry
market initiatives. We maintain comprehensive quality systems at
all of our facilities to ensure compliance with customer
specifications, configuration control, documentation control and
supplier quality conformance.
We maintain raw materials,
work-in-process
and finished goods inventory in Thailand at HANAs plant.
In order to maintain and enhance our competitive position, we
must be able to satisfy our customers short lead-times and
rapidly-changing needs. Meeting this requirement necessitates
that we maintain significant raw material and finished goods
inventories. Maintaining these inventories is costly and
requires significant working capital and may increase our
capital needs in the future.
Backlog
Our backlog at February 19, 2010 for shipments expected to
occur through December 31, 2010 was approximately
$23.4 million. By comparison, our backlog as of
February 20, 2009 for shipments then expected to occur
through December 31, 2009 excluding the Defense and
Security RF module business was approximately $17.4 million.
11
Our order backlog consists of a combination of conventional
purchase orders and formal forecasts given to us under annual
and multi-year agreements. Typically, the forecast portion of
the backlog is the significantly larger amount. The forecasts we
receive normally have a firm commitment portion of one to three
months in duration that obligate the customer to accept at least
some portion of the amount forecasted for that period, with the
remainder of the forecast including no such obligation. These
forecasts are subject to change on a regular basis and we have
experienced significant forecast variations in both unit volumes
and product mix. As a result, we do not believe that backlog is
a reliable indicator of future revenues.
Governmental
Regulation
Government regulations indirectly affect our business. The
frequencies at which wireless systems transmit and receive data
are dictated by government licensing agencies in the location
where they are deployed. Unexpected difficulties in obtaining
licenses or changes in the operating frequencies allowed can
halt or delay microwave radio deployments and therefore halt or
delay the need for our products. Both national and international
regulatory bodies have set stringent standards on the
performance of microwave radios, especially spurious emissions
and their potential to cause interference in other systems.
Meeting these regulations is technologically challenging and
changes in the regulations could require a re-design of our
products to achieve compliance. Also, on occasion we are
required to obtain various export permissions from the
U.S. government to ship product to overseas customers.
Seasonality
Although we have experienced significant quarterly fluctuations
in revenue at times over the past several years, we do not
believe that volatility was primarily attributable to
seasonality in our business.
Employees
As of December 31, 2009, we had 54 regular employees,
including 34 in product and process engineering, 10 in sales and
marketing and 10 in general and administrative. Of our regular
employees, 17 are based in our Chiang Mai, Thailand office. Our
employees are not subject to any collective bargaining agreement
with us and we believe that our relations with our employees are
good.
Available
Information
Our principal executive offices are located at 130 Baytech
Drive, San Jose, CA 95134 and our main telephone number is
(408) 522-3100.
Our Internet address is www.endwave.com. We make
available free of charge through our website our annual report
on
Form 10-K,
quarterly reports on
Form 10-Q,
current reports on
Form 8-K
and amendments to those reports filed or furnished pursuant to
Section 13(a) or 15(d) of the Exchange Act as soon as
reasonably practicable after we electronically file such
material with, or furnish it to, the Securities and Exchange
Commission, or SEC.
The public may read and copy any material we file with the SEC
at the SECs Public Reference Room at
100 F Street, NE, Washington D.C., 20549. The public
may obtain information on the operations of the Public Reference
Room by calling the SEC at
1-800-SEC-0330.
The SEC maintains an Internet site,
http://www.sec.gov,
that contains reports, proxy and information statements and
other information regarding issuers that file electronically
with the SEC.
12
You should consider carefully the following risk factors as
well as other information in this report before investing in any
of our securities. If any of the following risks actually occur,
our business, operating results and financial condition could be
adversely affected. This could cause the market price of our
common stock to decline, and you may lose all or part of your
investment.
Risks
Relating to Our Business
We
have had a history of losses and may not be profitable in the
future.
We had a net loss from continuing operations of
$10.6 million in 2009. We also had a net loss from
continuing operations of $4.0 million for the year ended
December 31, 2008 and net income from continuing operations
of $670,000 for year ended December 31, 2007. There is no
guarantee that we will achieve or maintain profitability in the
future. The mobile communication industry has been impacted by
the global economic downturn. In addition, we have launched our
semiconductor product line which requires us to incur
significant expenses. The future success of our semiconductor
product line will depend on our ability to develop these
products in a cost-effective and timely manner.
We
depend on the mobile communication industry for substantially
all of our revenues. As this industry is negatively impacted by
the global economic downturn, our revenues and our profitability
could continue to suffer. In addition, consolidation in this
industry could result in delays or cancellations of orders for
our products, adversely impacting our results of
operations.
The global economic downturn has impacted the mobile
communication industry. If the downturn in the mobile
communication industry persists, our revenues will continue to
suffer and we may be forced to write off excess inventories,
uncollectible accounts receivable and abandoned or obsolete
equipment and attempt to reduce our operating expenses through
additional restructuring activities. We cannot guarantee that we
will be able to reduce operating expenses to a level
commensurate with the lower revenues resulting from such a
prolonged industry downturn.
The mobile communication industry has undergone significant
consolidation in the past few years. For example, during April
2007, Nokia and Siemens merged their mobile communication
network businesses. The acquisition of one of our major
customers in this market, or one of the communications service
providers supplied by one of our major customers, could result
in delays or cancellations of orders for our products and,
accordingly, delays or reductions in our anticipated revenues
and reduced profitability or increased net losses.
The
current turmoil in the global economy could adversely impact our
operations and financial results.
Over the past several months, global economic conditions have
continued to remain weak and uncertain. For example, credit
continues to be severely restricted. This restriction in credit
has materially impacted our operations and financial results and
we expect it to continue to do so. Our customers often rely on
credit markets to finance the build-out of their networks and
systems. With the current restriction in credit markets, capital
may not be available to our customers or may only be available
at unfavorable terms. 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. 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 requirements for their products. This could
significantly impact our operations and financial results
through a reduction in our revenues.
Our
semiconductor product line will require us to incur significant
expenses and may not be successful.
Our new semiconductor product line will require us to incur
expenses to design, test, manufacture and market these new
products including the purchase of inventory, supplies and
capital equipment. The future success of our semiconductor
product line will depend on our ability to develop these new
products in a cost-effective and timely
13
manner. The development of our products is complex, and from
time to time we may experience delays in completing the
development and introduction of our new products or fail to
efficiently manufacture such products in the early production
phase. The semiconductor product line may have little immediate
impact on our revenue because a new standard product may not
generate meaningful revenue. In the meantime, we will have
incurred expenses to design, produce and market the products,
and we may not recover these expenses if demand for the product
fails to reach forecasted levels which may adversely affect our
operating results.
Because
of the shortages of some components and our dependence on single
source suppliers and custom components, we may be unable to
obtain an adequate supply of components of sufficient quality in
a timely fashion, or we may be required to pay higher prices or
to purchase components of lesser quality.
Many of our products are customized and must be qualified with
our customers. This means that we cannot change components in
our products easily without the risks and delays associated with
requalification. Accordingly, while a number of the components
we use in our products are made by multiple suppliers, we may
effectively have single source suppliers for some of these
components.
In addition, we currently purchase a number of components, some
from single source suppliers, including, but not limited to:
|
|
|
|
|
semiconductor devices;
|
|
|
|
application-specific monolithic microwave integrated circuits;
|
|
|
|
voltage-controlled oscillators;
|
|
|
|
voltage regulators;
|
|
|
|
unusual or low usage components;
|
|
|
|
surface mount components compliant with the EUs
Restriction of Hazardous Substances, or RoHS, Directive;
|
|
|
|
high-frequency circuit boards; and
|
|
|
|
custom connectors.
|
Any delay or interruption in the supply of these or other
components could impair our ability to manufacture and deliver
our products, harm our reputation and cause a reduction in our
revenues. In addition, any increase in the cost of the
components that we use in our products could make our products
less competitive and lower our margins. In the past, we suffered
from shortages of and quality issues with various components.
These shortages and quality issues adversely impacted our
product revenues and could reappear in the future. Our single
source suppliers could enter into exclusive agreements with or
be acquired by one of our competitors, increase their prices,
refuse to sell their products to us, discontinue products or go
out of business. Even to the extent alternative suppliers are
available to us and their components are qualified with our
customers on a timely basis, identifying them and entering into
arrangements with them may be difficult and time consuming, and
they may not meet our quality standards. We may not be able to
obtain sufficient quantities of required components on the same
or substantially the same terms.
We
depend on a small number of key customers in the mobile
communication industry for a significant portion of our
revenues. If we lose any of our major customers or there is any
material reduction in orders for our products from any of these
customers, our business, financial condition and results of
operations would be adversely affected.
We depend, and expect to continue to depend, on a relatively
small number of mobile communication customers for a significant
part of our revenues. The loss of any of our major customers or
any material reduction in orders from any such customers, would
have a material adverse effect on our business, financial
condition and results of operations. In 2009, revenues from
Nokia Siemens Networks and its manufacturing partner, SRI Radio
Systems, and Nera accounted for 70% and 18% of our total
revenues, respectively. In 2008, revenues from Nokia
14
Siemens Networks, accounted for 83% of our total revenues. We
had no other customers individually representing more than 10%
of our total revenues for these periods.
Our
operating results may be adversely affected by substantial
quarterly and annual fluctuations and market
downturns.
Our revenues, earnings and other operating results have
fluctuated in the past and our revenues, earnings and other
operating results may fluctuate in the future. These
fluctuations are due to a number of factors, many of which are
beyond our control. These factors include, among others, global
economic conditions, overall growth in our target markets, the
ability of our customers to obtain adequate capital,
U.S. export law changes, changes in customer order
patterns, customer consolidation, availability of components
from our suppliers, the gain or loss of a significant customer,
changes in our product mix and market acceptance of our products
and our customers products. These factors are difficult to
forecast, and these, as well as other factors, could materially
and adversely affect our quarterly or annual operating results.
Implementing
our acquisition strategy could result in dilution to our
stockholders and operating difficulties leading to a decline in
revenues and operating profit.
We intend to pursue acquisitions in our markets that we believe
will be beneficial to our business. The process of
investigating, acquiring and integrating any business into our
business and operations is risky and may create unforeseen
operating difficulties and expenditures. The areas in which we
may face difficulties include:
|
|
|
|
|
diversion of our management from the operation of our core
business;
|
|
|
|
assimilating the acquired operations and personnel;
|
|
|
|
integrating information technology and reporting systems;
|
|
|
|
retention of key personnel;
|
|
|
|
retention of acquired customers; and
|
|
|
|
implementation of controls, procedures and policies in the
acquired business.
|
In addition to the factors set forth above, we may encounter
other unforeseen problems with acquisitions that we may not be
able to overcome. Future acquisitions may require us to issue
shares of our stock or other securities that dilute our other
stockholders, expend cash, incur debt, assume liabilities,
including contingent or unknown liabilities, or create
additional expenses related to write-offs or amortization of
intangible assets with estimated useful lives, any of which
could materially adversely affect our operating results.
We
rely on the semiconductor foundry operations of third-party
semiconductor foundries to manufacture the integrated circuits
sold directly to our customers or contained in our products. The
loss of our relationship with any of these foundries without
adequate notice would adversely impact our ability to fill
customer orders and could damage our customer
relationships.
We utilize both industry standard semiconductor components and
our own custom-designed semiconductor devices. However, we do
not own or operate a semiconductor fabrication facility, or
foundry, and rely on a limited number of third parties to
produce our custom-designed components. If any of our
semiconductor suppliers is unable to deliver semiconductors to
us in a timely fashion, the resulting delay could severely
impact our ability to fulfill customer orders and could damage
our relationships with our customers. In addition, the loss of
our relationship with or our access to any of the semiconductor
foundries we currently use for the fabrication of custom
designed components and any resulting delay or reduction in the
supply of semiconductor devices to us, would severely impact our
ability to fulfill customer orders and could damage our
relationships with our customers.
We may not be successful in forming alternative supply
arrangements that provide us with a sufficient supply of gallium
arsenide devices. Gallium arsenide devices are used in a
substantial portion of the products we manufacture. Because
there are a limited number of semiconductor foundries that use
the particular process technologies we select for our products
and that have sufficient capacity to meet our needs, using
alternative or
15
additional semiconductor foundries would require an extensive
qualification process that could prevent or delay product
shipments and revenues. We estimate that it may take up to six
months to shift production of a given semiconductor circuit
design to a new foundry.
Competitive
conditions often require us to reduce prices and, as a result,
we need to reduce our costs in order to be
profitable.
Over the past year, we have reduced many of our prices of
telecommunication products by 10% to 15% in order to remain
competitive and we expect market conditions will cause us to
reduce our prices in the future. In order to reduce our
per-unit
cost of product revenues, we must continue to design and
re-design products to require lower cost materials and improve
our manufacturing efficiencies. The combined effects of these
actions may be insufficient to achieve the cost reductions
needed to maintain or increase our gross margins or achieve
profitability.
We
rely heavily on a Thailand facility of HANA, a contract
manufacturer, to produce our RF modules and to package our
microwave and millimeter wave integrated circuits. If HANA is
unable to produce these modules in sufficient quantities or with
adequate quality, or it chooses to terminate our manufacturing
arrangement, we will be forced to find an alternative
manufacturer and may not be able to fulfill our production
commitments to our customers, which could cause sales to be
delayed or lost and could harm our reputation.
We outsource the assembly and testing of our products to a
Thailand facility of HANA, a contract manufacturer. We plan to
continue this arrangement as a key element of our operating
strategy. If HANA does not provide us with high quality products
and services in a timely manner, terminates its relationship
with us, or is unable to produce our products due to financial
difficulties or political instability we may be unable to obtain
a satisfactory replacement to fulfill customer orders on a
timely basis. In the event of an interruption of supply from
HANA, sales of our products could be delayed or lost and our
reputation could be harmed. Our latest manufacturing agreement
with HANA expires in October 2010, but will renew automatically
for successive one-year periods unless either party notifies the
other of its desire to terminate the agreement at least one year
prior to the expiration of the term. No such notification has
been sent to or received from HANA. In addition, either party
may terminate the agreement without cause upon 365 days
prior written notice to the other party, and either party may
terminate the agreement if the non-terminating party is in
material breach and does not cure the breach within 30 days
after notice of the breach is given by the terminating party.
There can be no guarantee that HANA will not seek to terminate
its agreement with us.
Our
products may contain component, manufacturing or design defects
or may not meet our customers performance criteria, which
could cause us to incur significant repair expenses, harm our
customer relationships and industry reputation, and reduce our
revenues and profitability.
We have experienced manufacturing quality problems with our
products in the past and may have similar problems in the
future. As a result of these problems, we have replaced
components in some products, or replaced the product, in
accordance with our product warranties. Our product warranties
typically last twelve to thirty months. As a result of
component, manufacturing or design defects, we may be required
to repair or replace a substantial number of products under our
product warranties, incurring significant expenses as a result.
Further, our customers may discover latent defects in our
integrated circuits and module products that were not apparent
when the warranty period expired. These latent defects may cause
us to incur significant repair or replacement expenses beyond
the normal warranty period. In addition, any component,
manufacturing or design defect could cause us to lose customers
or revenues or damage our customer relationships and industry
reputation.
We may
not be able to design our products as quickly as our customers
require, which could cause us to lose sales and may harm our
reputation.
Existing and potential customers typically demand that we design
products for them under difficult time constraints. In the
current market environment, the need to respond quickly is
particularly important. If we are unable to commit the necessary
resources to complete a project for a potential customer within
the requested timeframe, we may lose a potential sale. Our
ability to design products within the time constraints demanded
by a
16
customer will depend on the number of product design
professionals who are available to focus on that customers
project and the availability of professionals with the requisite
level of expertise is limited. We have, in the past, expended
significant resources on research and design efforts on
potential customer products that did not result in additional
revenue.
Each of our communication products is designed for a specific
range of frequencies. Because different national governments
license different portions of the frequency spectrum for the
mobile communication market, and because communications service
providers license specific frequencies as they become available,
in order to remain competitive we must adapt our products
rapidly to use a wide range of different frequencies. This may
require the design of products at a number of different
frequencies simultaneously. This design process can be difficult
and time consuming, could increase our costs and could cause
delays in the delivery of products to our customers, which may
harm our reputation and delay or cause us to lose revenues.
Our customers often have specific requirements that can be at
the forefront of technological development and therefore
difficult and expensive to meet. If we are not able to devote
sufficient resources to these products, or we experience
development difficulties or delays, we could lose sales and
damage our reputation with those customers.
We
depend on our key personnel. Skilled personnel in our industry
can be in short supply. If we are unable to retain our current
personnel or hire additional qualified personnel, our ability to
develop and successfully market our products would be
harmed.
We believe that our future success depends upon our ability to
attract, integrate and retain highly skilled managerial,
research and development, manufacturing and sales and marketing
personnel. Skilled personnel in our industry can be in short
supply. As a result, our employees are highly sought after by
competing companies and our ability to attract skilled personnel
is limited. To attract and retain qualified personnel, we may be
required to grant large stock option or other stock-based
incentive awards, which may harm our operating results or be
dilutive to our other stockholders. We may also be required to
pay significant base salaries and cash bonuses, which could harm
our operating results.
Due to our relatively small number of employees and the limited
number of individuals with the skill set needed to work in our
industry, we are particularly dependent on the continued
employment of our senior management team and other key
personnel. If one or more members of our senior management team
or other key personnel were unable or unwilling to continue in
their present positions, these persons would be very difficult
to replace, and our ability to conduct our business successfully
could be seriously harmed. We do not maintain key person life
insurance policies.
The
length of our sales cycle requires us to invest substantial
financial and technical resources in a potential sale before we
know whether the sale will occur. There is no guarantee that the
sale will ever occur and if we are unsuccessful in designing
integrated circuits and module products for a particular
generation of a customers products, we may need to wait
until the next generation of that product to sell our products
to that particular customer.
Our products are highly technical and the sales cycle can be
long. Our sales efforts involve a collaborative and iterative
process with our customers to determine their specific
requirements either in order to design an appropriate solution
or to transfer the product efficiently to our offshore contract
manufacturer. Depending on the product and market, the sales
cycle can take anywhere from 2 to 24 months, and we incur
significant expenses as part of this process without any
assurance of resulting revenues. We generate revenues only if
our product is selected for incorporation into a customers
system and that system is accepted in the marketplace. If our
product is not selected, or the customers development
program is discontinued, we generally will not have an
opportunity to sell our product to that customer until that
customer develops a new generation of its system. There is no
guarantee that our product will be selected for that new
generation system. The length of our product development and
sales cycle makes us particularly vulnerable to the loss of a
significant customer or a significant reduction in orders by a
customer because we may be unable to quickly replace the lost or
reduced sales.
17
We may
not be able to manufacture and deliver our products as quickly
as our customers require, which could cause us to lose sales and
would harm our reputation.
We may not be able to manufacture products and deliver them to
our customers at the times and in the volumes they require.
Manufacturing delays and interruptions can occur for many
reasons, including, but not limited to:
|
|
|
|
|
the failure of a supplier to deliver needed components on a
timely basis or with acceptable quality;
|
|
|
|
lack of sufficient capacity;
|
|
|
|
poor manufacturing yields;
|
|
|
|
equipment failures;
|
|
|
|
manufacturing personnel shortages;
|
|
|
|
transportation disruptions;
|
|
|
|
changes in import/export regulations;
|
|
|
|
infrastructure failures at the facilities of our offshore
contract manufacturer;
|
|
|
|
natural disasters;
|
|
|
|
acts of terrorism; and
|
|
|
|
political instability.
|
Manufacturing our products is complex. The yield, or percentage
of products manufactured that conform to required
specifications, can decrease for many reasons, including
materials containing impurities, equipment not functioning in
accordance with requirements or human error. If our yield is
lower than we expect, we may not be able to deliver products on
time. For example, in the past, we have on occasion experienced
poor yields on certain products that have prevented us from
delivering products on time and have resulted in lost sales. If
we fail to manufacture and deliver products in a timely fashion,
our reputation may be harmed, we may jeopardize existing orders
and lose potential future sales, and we may be forced to pay
penalties to our customers.
Although
we do have long-term commitments from many of our customers,
they are not for fixed quantities of product. As a result, we
must estimate customer demand, and errors in our estimates could
have negative effects on our cash, inventory levels, revenues
and results of operations.
We have been required historically to place firm orders for
products and manufacturing equipment with our suppliers up to
six months prior to the anticipated delivery date and, on
occasion, prior to receiving an order for the product, based on
our forecasts of customer demands. Our sales process requires us
to make multiple demand forecast assumptions, each of which may
introduce error into our estimates. If we overestimate customer
demand, we may allocate resources to manufacturing products that
we may not be able to sell when we expect, if at all. As a
result, we would have additional usage of cash, excess inventory
and overhead expense, which would harm our financial results. On
occasion, we have experienced adverse financial results due to
excess inventory and excess manufacturing capacity. The fourth
quarter of 2009 included an $878,000 write-down of inventory
because there was a rapid and unanticipated drop in sales of a
legacy product for a major customers radio platform.
Conversely, if we underestimate customer demand or if
insufficient manufacturing capacity were available, we would
lose revenue opportunities, market share and damage our customer
relationships. On occasion, we have been unable to adequately
respond to unexpected increases in customer purchase orders and
were unable to benefit from this increased demand. There is no
guarantee that we will be able to adequately respond to
unexpected increases in customer purchase orders in the future,
in which case we may lose the revenues associated with those
additional purchase orders and our customer relationships and
reputation may suffer.
18
Any
failure to protect our intellectual property appropriately could
reduce or eliminate any competitive advantage we
have.
Our success depends, in part, on our ability to protect our
intellectual property. We rely primarily on a combination of
patent, copyright, trademark and trade secret laws to protect
our proprietary technologies and processes. As of
December 31, 2009, we had 43 United States patents issued,
many with associated foreign filings and patents. Our issued
patents include those relating to basic circuit and device
designs, semiconductors, our multilithic microsystems technology
and system designs. Our issued United States patents expire
between 2013 and 2028. We maintain a vigorous technology
development program that routinely generates potentially
patentable intellectual property. Our decision as to whether to
seek formal patent protection is done on a case by case basis
and is based on the economic value of the intellectual property,
the anticipated strength of the resulting patent, the cost of
pursuing the patent and an assessment of using a patent as a
strategy to protect the intellectual property.
To protect our intellectual property, we regularly enter into
written confidentiality and assignment of rights to inventions
agreements with our employees, and confidentiality and
non-disclosure agreements with third parties, and generally
control access to and distribution of our documentation and
other proprietary information. These measures may not be
adequate in all cases to safeguard the proprietary technology
underlying our products. It may be possible for a third party to
copy or otherwise obtain and use our products or technology
without authorization, develop similar technology independently
or attempt to design around our patents. In addition, effective
patent, copyright, trademark and trade secret protection may be
unavailable or limited outside of the United States, Europe and
Japan. We may not be able to obtain any meaningful intellectual
property protection in other countries and territories.
Additionally, we may, for a variety of reasons, decide not to
file for patent, copyright, or trademark protection outside of
the United States. Moreover we occasionally agree to incorporate
a customers or suppliers intellectual property into
our designs, in which case we have obligations with respect to
the non-use and non-disclosure of that intellectual property. We
also license technology from other companies, including Northrop
Grumman Corporation. There are no limitations on our rights to
make, use or sell products we may develop in the future using
the chip technology licensed to us by Northrop Grumman
Corporation. Steps taken by us to prevent misappropriation or
infringement of our intellectual property or the intellectual
property of our customers may not be successful. Litigation may
be necessary in the future to enforce our intellectual property
rights, to protect our trade secrets or to determine the
validity and scope of proprietary rights of others, including
our customers. Litigation of this type could result in
substantial costs and diversion of our resources.
We may receive in the future, notices of claims of infringement
of other parties proprietary rights. In addition, the
invalidity of our patents may be asserted or prosecuted against
us. Furthermore, in a patent or trade secret action, we could be
required to withdraw the product or products as to which
infringement was claimed from the market or redesign products
offered for sale or under development. We have also at times
agreed to indemnification obligations in favor of our customers
and other third parties that could be triggered upon an
allegation or finding of our infringement of other parties
proprietary rights. These indemnification obligations would be
triggered for reasons including our sale or supply to a customer
or other third parties of a product which was later discovered
to infringe upon another partys proprietary rights.
Irrespective of the validity or successful assertion of such
claims we would likely incur significant costs and diversion of
our resources with respect to the defense of such claims. To
address any potential claims or actions asserted against us, we
may seek to obtain a license under a third partys
intellectual property rights. However, in such an instance, a
license may not be available on commercially reasonable terms,
if at all.
With regard to our pending patent applications, it is possible
that no patents may be issued as a result of these or any future
applications or the allowed patent claims may be of reduced
value and importance. If they are issued, any patent claims
allowed may not be sufficiently broad to protect our technology.
Further, any existing or future patents may be challenged,
invalidated or circumvented thus reducing or eliminating their
commercial value. The failure of any patents to provide
protection to our technology might make it easier for our
competitors to offer similar products and use similar
manufacturing techniques.
19
We are
exposed to fluctuations in the market values of our investment
portfolio.
Although we have not experienced any material losses on our
cash, cash equivalents and short-term investments, future
declines in their market values could have a material adverse
effect on our financial condition and operating results.
Although our portfolio has no direct investments in auction rate
or sub-prime
mortgage securities, our overall investment portfolio is
currently and may in the future be concentrated in cash
equivalents including money market funds. If any of the issuers
of the securities we hold default on their obligations, or their
credit ratings are negatively affected by liquidity, credit
deterioration or losses, financial results, or other factors,
the value of our cash equivalents and short-term and long-term
investments could decline and result in a material impairment.
Risks
Relating to Our Industry
Our
failure to compete effectively could reduce our revenues and
margins.
Among merchant suppliers in the mobile communication market who
provide integrated transceivers to radio OEMs, we primarily
compete with Compel Electronics SpA, Filtronic plc, and
Microelectronics Technology Inc. Additionally, there are mobile
communication OEMs, such as Ericsson and NEC Corporation, that
use their own captive resources for the design and manufacture
of their transceiver modules, rather than using merchant
suppliers like us. To the extent that mobile communication OEMs
presently, or may in the future, produce their own transceiver
modules, we lose the opportunity to provide our modules to them.
However, as we launched our semiconductor product line, we gain
the opportunity to provide integrated circuits to all radio OEMs.
Our
failure to comply with any applicable environmental regulations
could result in a range of consequences, including fines,
suspension of production, excess inventory, sales limitations
and criminal and civil liabilities.
Due to environmental concerns, the need for lead-free solutions
in electronic components and systems is receiving increasing
attention within the electronics industry as companies are
moving towards becoming compliant with the RoHS Directive. The
RoHS Directive is European Union legislation that restricts the
use of a number of substances, including lead, after July 2006.
We believe that our products impacted by these regulations are
compliant with the RoHS Directive and that materials will
continue to be available to meet these new regulations. However,
it is possible that unanticipated supply shortages or delays or
excess non-compliant inventory may occur as a result of these
new regulations. Failure to comply with any applicable
environmental regulations could result in a range of
consequences, including loss of sales, fines, suspension of
production, excess inventory and criminal and civil liabilities.
Government
regulation of the communications industry could limit the growth
of the markets that we serve or could require costly alterations
of our current or future products.
The markets that we serve are highly regulated. Communications
service providers must obtain regulatory approvals to operate
broadband wireless access networks within specified licensed
bands of the frequency spectrum. Further, the Federal
Communications Commission and foreign regulatory agencies have
adopted regulations that impose stringent RF emissions standards
on the communications industry.
Our
failure to continue to develop new or improved semiconductor
process technologies could impair our competitive
position.
Our future success depends in part upon our ability to continue
to gain access to the current semiconductor process technologies
in order to adapt to emerging customer requirements and
competitive market conditions. If we fail to keep abreast of the
new and improved semiconductor process technologies as they
emerge, we may lose market share which could adversely affect
our operating results.
20
The
segment of the semiconductor industry in which we participate is
intensely competitive, and our inability to compete effectively
would harm our business.
The markets for our products are extremely competitive, and are
characterized by rapid technological change and continuously
evolving customer requirements. Many of our competitors have
significantly greater financial, technical, manufacturing, sales
and marketing resources than we do. As a result, our competitors
may develop new technologies, enhancements of existing products
or new products that offer price or performance features
superior to ours. In addition, our competitors may be perceived
by prospective customers to offer financial and operational
stability superior to ours.
We expect competition in our markets to intensify, as new
competitors enter the RF, microwave and millimeterwave component
market, existing competitors merge or form alliances, and new
technologies emerge. If we are not able to compete effectively,
our market share and revenue could be adversely affected, and
our business and results of operations could be harmed.
Risks
Relating to Ownership of Our Stock
The
market price of our common stock has fluctuated historically and
is likely to fluctuate in the future.
The price of our common stock has fluctuated widely since our
initial public offering in October 2000. In 2009, the lowest
daily sales price for our common stock was $1.36 and the highest
daily sales price for our common stock was $3.43. In 2008, the
lowest daily sales price for our common stock was $1.93 and the
highest daily sales price for our common stock was $7.69. The
market price of our common stock can fluctuate significantly for
many reasons, including, but not limited to:
|
|
|
|
|
our financial performance or the performance of our competitors;
|
|
|
|
the purchase or sale of common stock, short-selling or
transactions by large stockholders;
|
|
|
|
technological innovations or other significant trends or changes
in the markets we serve;
|
|
|
|
successes or failures at significant product evaluations or site
demonstrations;
|
|
|
|
the introduction of new products by us or our competitors;
|
|
|
|
acquisitions, strategic alliances or joint ventures involving us
or our competitors;
|
|
|
|
decisions by major customers not to purchase products from us or
to pursue alternative technologies;
|
|
|
|
decisions by investors to de-emphasize investment categories,
groups or strategies that include our company or industry;
|
|
|
|
market conditions in the industry, the financial markets and the
economy as a whole; and
|
|
|
|
the low trading volume of our common stock.
|
It is likely that our operating results in one or more future
quarters may be below the expectations of security analysts and
investors. In that event, the trading price of our common stock
would likely decline. In addition, the stock market has
experienced extreme price and volume fluctuations. These market
fluctuations can be unrelated to the operating performance of
particular companies and the market prices for securities of
technology companies have been especially volatile. Future sales
of substantial amounts of our common stock, or the perception
that such sales could occur, could adversely affect prevailing
market prices for our common stock. Additionally, future stock
price volatility for our common stock could provoke the
initiation of securities litigation, which may divert
substantial management resources and have an adverse effect on
our business, operating results and financial condition. Our
existing insurance coverage may not sufficiently cover all costs
and claims that could arise out of any such securities
litigation. We anticipate that prices for our common stock will
continue to be volatile.
21
We
have a few shareholders that each own a large percentage of our
outstanding capital stock and, as a result of their significant
ownership, are able to significantly affect the outcome of
matters requiring stockholder approval.
On January 21, 2010, the Company repurchased all
300,000 shares of its preferred stock held by Oak
Investment Partners XI, Limited Partnership for
$36.0 million in cash. However, our outstanding capital
stock continues to be owned by just a few shareholders. As of
February 5, 2010, four shareholders together owned 40% of
our capital stock. Because most matters requiring approval of
our stockholders require the approval of the holders of a
majority of the shares of our outstanding capital stock present
in person or by proxy at the annual meeting, the significant
ownership interest of these shareholders allows them to
significantly affect the election of our directors and the
outcome of corporate actions requiring stockholder approval.
This concentration of ownership may also delay, deter or prevent
a change in control and may make some transactions more
difficult or impossible to complete without their support, even
if the transaction is favorable to our stockholders as a whole.
Our
certificate of incorporation, bylaws and arrangements with
executive officers could delay or prevent a change in
control.
We are subject to certain Delaware anti-takeover laws by virtue
of our status as a Delaware corporation. These laws prevent us
from engaging in a merger or sale of more than 10% of our assets
with any stockholder, including all affiliates and associates of
any stockholder, who owns 15% or more of our outstanding voting
stock, for three years following the date that the stockholder
acquired 15% or more of our voting stock, unless our board of
directors approved the business combination or the transaction
which resulted in the stockholder becoming an interested
stockholder, or upon consummation of the transaction which
resulted in the stockholder becoming an interested stockholder,
the interested stockholder owned at least 85% of our voting
stock of the corporation, or the business combination is
approved by our board of directors and authorized by at least
662/3%
of our outstanding voting stock not owned by the interested
stockholder. A corporation may opt out of the Delaware
anti-takeover laws in its charter documents; however we have not
chosen to do so. Our certificate of incorporation and bylaws
include a number of provisions that may deter or impede hostile
takeovers or changes of control of management, including a
staggered board of directors, the elimination of the ability of
our stockholders to act by written consent, discretionary
authority given to our board of directors as to the issuance of
preferred stock, and indemnification rights for our directors
and executive officers. Additionally, we have adopted a
Stockholder Rights Plan, providing for the distribution of one
preferred share purchase right for each outstanding share of
common stock that may lead to the delay or prevention of a
change in control that is not approved by our board of
directors. We have a Senior Executive Officer Severance
Retention Plan, an Executive Officer Severance Plan and a Key
Employee Severance and Retention Plan that provide for severance
payments and the acceleration of vesting of a percentage of
certain stock options granted to our executive officers and
certain senior, non-executive employees under specified
conditions.
These plans may make us a less attractive acquisition target or
may reduce the amount a potential acquirer may otherwise be
willing to pay for our company.
|
|
Item 1B.
|
Unresolved
Staff Comments
|
Not applicable.
Our principal executive offices are located in San Jose,
California, where we lease approximately 33,000 square
feet, which encompasses our corporate headquarters and research
and development facilities. This lease expires in August 2011.
During 2008, we moved our Northeast operations to Salem, New
Hampshire where we lease approximately 5,000 square feet.
This lease expires in November 2013.
In Chiang Mai, Thailand, near the facilities of our contract
manufacturer, HANA, we lease approximately 3,000 square
feet under an office lease that expires in March 2010. We
believe that these facilities are adequate to meet our current
and near term future needs.
22
|
|
Item 3.
|
Legal
Proceedings
|
On October 31, 2008, we filed a complaint with the Canadian
Superior Court in Montreal, Quebec alleging that Advantech
Advanced Microwave Technologies Inc., or Advantech, the parent
company of Allgon Microwave Corporation AB, or Allgon, had
breached its contractual obligations with Endwave and owes us
$994,500 in a note receivable, purchased inventory and
authorized and accepted purchase orders resulting in shippable
finished goods. We cannot predict the outcome of these
proceedings. An adverse decision in these proceedings could harm
our consolidated financial position and results of operations.
In a related action, we have filed a creditors claim for
$994,500 against Allgon in the composition of creditors
proceedings now pending in a Stockholm, Sweden bankruptcy court.
Although a recovery under Swedish bankruptcy law is not assured,
if it occurs any recovery will be a set-off in the Montreal
action against Allgons parent, Advantech.
The Company is not a party to any other material legal
proceeding which is expected to have a material adverse effect
on our consolidated financial statements or results of
operations. From time to time, we may be subject to legal
proceedings and claims in the ordinary course of business. These
claims, even if not meritorious, could result in the expenditure
of significant financial resources and diversion of management
efforts.
PART II
|
|
Item 5.
|
Market
for Registrants Common Equity, Related Stockholder Matters
and Issuer Purchases of Equity Securities
|
Information
Relating to our Common Stock
Our common stock is traded on the NASDAQ Global Market under the
symbol ENWV. The following table sets forth the high
and low daily sales prices per share of our common stock, as
reported by the NASDAQ Global Market.
|
|
|
|
|
|
|
|
|
|
|
High
|
|
Low
|
|
Fiscal Year Ended December 31, 2008
|
|
|
|
|
|
|
|
|
First Quarter
|
|
$
|
7.69
|
|
|
$
|
5.56
|
|
Second Quarter
|
|
$
|
7.53
|
|
|
$
|
5.38
|
|
Third Quarter
|
|
$
|
7.00
|
|
|
$
|
4.77
|
|
Fourth Quarter
|
|
$
|
5.49
|
|
|
$
|
1.93
|
|
Fiscal Year Ended December 31, 2009
|
|
|
|
|
|
|
|
|
First Quarter
|
|
$
|
2.51
|
|
|
$
|
1.36
|
|
Second Quarter
|
|
$
|
3.08
|
|
|
$
|
1.71
|
|
Third Quarter
|
|
$
|
3.43
|
|
|
$
|
2.24
|
|
Fourth Quarter
|
|
$
|
3.05
|
|
|
$
|
2.25
|
|
The last reported sale price of our common stock on the NASDAQ
Global Market on February 5, 2010 was $2.58 per share. As
of February 5, 2010, there were approximately 92 holders of
record of our common stock.
Dividend
Policy
We have never paid any cash dividends on our capital stock.
Because we currently intend to retain any future earnings to
fund the development and growth of our business, we do not
anticipate paying any cash dividends in the near future.
23
Equity
Compensation Plan Information
The following table provides certain information with respect to
all of our equity compensation plans in effect as of the end of
December 31, 2009.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
|
|
|
|
|
|
|
Securities
|
|
|
|
|
|
|
|
|
|
Remaining
|
|
|
|
|
|
|
|
|
|
Available
|
|
|
|
|
|
|
|
|
|
for Issuance
|
|
|
|
|
|
|
|
|
|
Under Equity
|
|
|
|
Number of
|
|
|
Weighted-
|
|
|
Compensation
|
|
|
|
Securities to be
|
|
|
Average
|
|
|
Plans
|
|
|
|
Issued Upon
|
|
|
Exercise
|
|
|
(Excluding
|
|
|
|
Exercise of
|
|
|
Price of
|
|
|
Securities
|
|
|
|
Outstanding
|
|
|
Outstanding
|
|
|
Reflected in
|
|
Plan Category
|
|
Options
|
|
|
Options
|
|
|
Column (a))(1)
|
|
|
|
(a)
|
|
|
(b)
|
|
|
(c)
|
|
|
Equity compensation plans approved by security holders
|
|
|
1,010,561
|
|
|
$
|
2.31
|
|
|
|
4,784,937
|
(2)
|
Equity compensation plans not approved by security holders
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
1,010,561
|
|
|
$
|
2.31
|
|
|
|
4,784,937
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
The number of shares that may be issued under the 2007 Equity
Incentive Plan is increased automatically on January 1 of each
year, beginning in 2008 and ending in 2012, by a number of
shares equal to the lesser of (i) six percent of the number
of shares of our common stock outstanding (assuming conversion
of all outstanding shares of preferred stock) on such date,
(ii) 1,500,000 shares and (iii) such lower number
of shares as determined by our board of directors prior to such
date. |
|
(2) |
|
Includes 363,832 shares issuable under the 2000 Employee
Stock Purchase Plan. |
24
Performance
Measurement Comparison
The graph below shows the cumulative total stockholder return of
an investment of $100 (and the reinvestment of any dividends
thereafter) on December 31, 2004 in (i) our common
stock, (ii) the NASDAQ Stock Market Index
(U.S. Companies) and (ii) the NASDAQ
Telecommunications Index. Our stock price performance shown in
the graph below is not indicative of future stock price
performance.
COMPARISON
OF 5 YEAR CUMULATIVE TOTAL RETURN*
Among
Endwave Corporation, The NASDAQ Composite Index
And The NASDAQ Telecommunications Index
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12/04
|
|
|
12/05
|
|
|
12/06
|
|
|
12/07
|
|
|
12/08
|
|
|
12/09
|
Endwave Corporation
|
|
|
|
100.00
|
|
|
|
|
67.51
|
|
|
|
|
62.06
|
|
|
|
|
41.66
|
|
|
|
|
13.75
|
|
|
|
|
13.98
|
|
NASDAQ Composite
|
|
|
|
100.00
|
|
|
|
|
101.41
|
|
|
|
|
114.05
|
|
|
|
|
123.94
|
|
|
|
|
73.43
|
|
|
|
|
105.89
|
|
NASDAQ Telecommunications
|
|
|
|
100.00
|
|
|
|
|
91.66
|
|
|
|
|
119.67
|
|
|
|
|
132.55
|
|
|
|
|
77.09
|
|
|
|
|
107.17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
$100 invested on 12/31/04 in stock or index-including
reinvestment of dividends. |
|
|
Fiscal year ending December 31. |
25
|
|
Item 6.
|
Selected
Consolidated Financial Data
|
The following selected consolidated financial data should be
read in conjunction with Managements Discussion and
Analysis of Financial Condition and Results of Operations
and the consolidated financial statements and the notes thereto
included elsewhere in this report. The selected consolidated
statements of operations data for the fiscal years ended
December 31, 2009, 2008 and 2007 and the selected
consolidated balance sheet data as of December 31, 2009 and
2008 are derived from our audited consolidated financial
statements that are included elsewhere in this report. The
selected consolidated statements of operations data for the
fiscal years ended December 31, 2006 and 2005 and the
selected consolidated balance sheet data as of December 31,
2007, 2006 and 2005 are derived from our audited consolidated
financial statements not included in this report. The historical
results are not necessarily indicative of the results of
operations to be expected in any future periods.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
2009
|
|
2008
|
|
2007
|
|
2006
|
|
2005
|
|
|
(In thousands, except per share data)
|
|
Consolidated Statements of Operations Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
$
|
19,502
|
|
|
$
|
38,696
|
|
|
$
|
44,329
|
|
|
$
|
51,833
|
|
|
$
|
40,534
|
|
Cost of product revenues
|
|
|
14,791
|
|
|
|
26,227
|
|
|
|
30,399
|
|
|
|
34,992
|
|
|
|
26,815
|
|
Other operating expenses
|
|
|
15,651
|
|
|
|
17,741
|
|
|
|
16,820
|
|
|
|
17,369
|
|
|
|
13,258
|
|
Income (loss) from continuing operations
|
|
|
(10,626
|
)
|
|
|
(3,964
|
)
|
|
|
670
|
|
|
|
2,002
|
|
|
|
1,293
|
|
Income (loss) from discontinued operations
|
|
|
17,571
|
|
|
|
(10,787
|
)
|
|
|
(6,071
|
)
|
|
|
(3,347
|
)
|
|
|
(2,167
|
)
|
Net income (loss)
|
|
$
|
6,945
|
|
|
$
|
(14,751
|
)
|
|
$
|
(5,401
|
)
|
|
$
|
(1,345
|
)
|
|
$
|
(874
|
)
|
Basic net income (loss) per share
|
|
$
|
0.73
|
|
|
$
|
(1.60
|
)
|
|
$
|
(0.47
|
)
|
|
$
|
(0.12
|
)
|
|
$
|
(0.08
|
)
|
Diluted net income (loss) per share
|
|
$
|
0.73
|
|
|
$
|
(1.60
|
)
|
|
$
|
(0.37
|
)
|
|
$
|
(0.10
|
)
|
|
$
|
(0.07
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
2009
|
|
2008
|
|
2007
|
|
2006
|
|
2005
|
|
|
(In thousands)
|
|
Consolidated Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash, cash equivalents and short-term and long-term investments
|
|
$
|
66,465
|
|
|
$
|
45,348
|
|
|
$
|
48,957
|
|
|
$
|
67,587
|
|
|
$
|
22,415
|
|
Total assets
|
|
|
77,116
|
|
|
|
70,340
|
|
|
|
82,589
|
|
|
|
100,653
|
|
|
|
53,149
|
|
Long-term obligations, less current portion
|
|
|
765
|
|
|
|
73
|
|
|
|
116
|
|
|
|
231
|
|
|
|
385
|
|
Total stockholders equity
|
|
|
71,952
|
|
|
|
62,041
|
|
|
|
71,848
|
|
|
|
89,398
|
|
|
|
43,083
|
|
|
|
Item 7.
|
Managements
Discussion and Analysis of Financial Condition and Results of
Operations
|
The following discussion and analysis should be read in
conjunction with the consolidated financial statements and
related notes included elsewhere in this report, as well as the
information set forth in the Risk Factors section of
this report. 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.
Overview
We design, manufacture and market radio frequency, or RF,
products that enable the transmission, reception and processing
of high frequency RF signals.
26
On April 30, 2009, we entered into an Asset Purchase
Agreement with Microsemi Corporation (Microsemi)
pursuant to which Microsemi purchased our Defense and Security
RF module business, including all of the outstanding capital
stock of our subsidiary, Endwave Defense Systems Incorporated.
As consideration, Microsemi assumed certain liabilities
associated exclusively with the Defense and Security RF module
business and paid $28.0 million in cash. Additionally, as
part of the sale, approximately 130 employees associated
with the Defense and Security RF module business transferred to
Microsemi. Accordingly, we reclassified the results of our
Defense and Security RF module business as a discontinued
operation in our consolidated statements of operations for all
periods presented in this Annual Report on
Form 10-K,
and all amounts set forth in this Managements Discussion
and Analysis of Financial Condition and Results of Operation
reflect such reclassification.
As a result of the divestiture of our Defense and Security RF
module business in April 2009, our products now consist of two
key product lines:
|
|
|
|
|
Our transceiver modules that serve as the core RF
sub-system
in digital microwave radios are produced for telecommunication
network original equipment manufacturers and system integrators
located throughout the world, collectively referred to in this
report as telecom OEMs. Telecom OEMs that purchased our modules
accounted for nearly all of our revenues during 2009. Total
revenues from our two largest telecom OEM customers, Nokia
Siemens Networks and its manufacturing partner, SRI Radio
Systems, and Nera ASA accounted for 88% of our 2009 revenues.
|
|
|
|
Our semiconductor product line consists of a wide variety of
monolithic microwave integrated circuits, or MMICs, including
amplifiers, voltage controlled oscillators, up and down
converters, variable gain amplifiers, voltage variable
attenuators, fixed attenuators and filters. These devices are
used not only in microwave radio transceiver modules, but may
also find wide application in other types of telecommunications
systems, as well as defense, homeland security, instrumentation
and consumer systems. Our semiconductor product line was
formally introduced to the market in the latter part of 2009 and
has not yet become a significant source of revenue for us.
|
Markets
and Diversification Strategy
Telecommunications market. Most of our RF
modules are deployed in telecommunication networks, carrier
class trunking networks and
point-to-point
transmission networks. Our target customers for these
applications are telecom OEMs. Telecom OEMs provide the
equipment used by service providers to deliver voice, data and
video services to businesses and consumers.
Non-telecommunication markets. Our RF
semiconductors are also designed into various applications
outside of the telecommunication network market, including
defense and homeland security markets. Our target customers in
the defense market include defense systems integrators and their
subcontractors that design aerospace systems, defense systems
and weapons and electronics platforms for both domestic and
foreign defense customers. Our target customers in the homeland
security market include those utilizing the properties of
high-frequency RF energy to create new systems designed to
detect and identify security threats.
2009 Revenues. Due to the divestiture of our
Defense and Security RF module business and associated
reclassification of such business as a discontinued operation,
telecom OEMs accounted for nearly all of our total revenues in
2009. During 2009, total revenues from continuing operations
decreased by $19.2 million, or 50%, from 2008. The demand
for our products has declined relative to prior periods as the
mobile communication industry has been impacted by the global
economic downturn and credit crisis. Additionally, during the
second half of 2009 a key legacy product for a major
customers radio platform experienced a rapid and
unanticipated drop in sales while sales of our new module
designs supporting next-generation radios were just beginning
their production ramp. The revenues from the new module designs
did not offset the decline in revenues from the legacy product.
Current market outlook. The funding of the
installation and enhancement of mobile communication networks
integrating our products often relies on the availability of
credit. Assuming global economic conditions continue to
stabilize, we currently estimate revenues in 2010 will be higher
than revenues in 2009. We believe revenue growth, if any, will
be due to the ramp of our new module designs supporting
next-generation radios that
27
began production ramp late in 2009 as well as from our
semiconductor product line which we announced in September 2009.
Seasonality
Although we have experienced significant quarterly fluctuations
in revenue at times over the past several years, we do not
believe that volatility was primarily attributable to
seasonality in our business.
Critical
Accounting Policies and Estimates
General
Managements discussion and analysis of its financial
condition and results of operations is based upon our
consolidated financial statements, which have been prepared in
accordance with accounting principles generally accepted in the
United States of America. The preparation of these consolidated
financial statements requires us to make estimates and judgments
that affect the reported amounts of assets, liabilities,
revenues and expenses, and related disclosure of contingent
assets and liabilities. On an ongoing basis, we evaluate our
estimates, including those related to revenue recognition,
allowance for doubtful accounts, warranty obligations,
inventories, stock-based compensation, income taxes, asset
impairments and other commitments and contingencies. We base our
estimates on historical experience and on various other
assumptions that we believe to be reasonable under the
circumstances, the results of which form the basis for making
judgments about the carrying values of assets and liabilities.
Actual results may differ from these estimates or our estimates
may be affected by different assumptions or conditions. We
discuss these policies further, as well as the estimates and
judgments involved, below.
Revenue
Recognition
Our primary customers are telecom OEMs and other systems
integrators that incorporate our products into their systems. We
recognize product revenues at the time title passes, which is
generally upon product shipment or when withdrawn from a
consignment location, coupled with persuasive evidence that an
arrangement exists, delivery has occurred or services have been
rendered, our price to the buyer is fixed or determinable and
collectibility is reasonably assured. Revenues under development
contracts are generally recorded on a percentage of completion
basis, using project hours as the basis to measure progress
toward completing the contract and recognizing revenues.
Alternatively, where a development contract specifies defined
progress gates or milestones tied to payments, revenue is
recognized on a pro rata basis matching the milestones. Revenues
attributable to development fees were insignificant during 2007,
2008 and 2009. The costs incurred under these development
agreements are included in research and development expenses.
Allowance
for Doubtful Accounts
We make ongoing assumptions relating to the collectibility of
our accounts receivable in our calculation of the allowance for
doubtful accounts. In determining the amount of the allowance,
we make judgments about the creditworthiness of customers based
on ongoing credit evaluations and assess current economic trends
affecting our customers that might impact the level of credit
losses in the future and result in different rates of bad debts
than previously seen. We also consider our historical level of
credit losses. Our allowance was $64,000 at December 31,
2008 and $19,000 at December 31, 2009. The decrease in our
allowance from December 31, 2008 is primarily due to the
sale of our Defense and Security RF module business in April
2009 which included the accounts receivable and related
allowance for that division. If actual credit losses were to be
significantly greater than the reserves we have established, our
selling, general and administrative expenses would increase.
Warranty
Reserves
We generally offer a 12 to 30 month warranty on all of our
products. We record a liability based on estimates of the costs
that may be incurred under our warranty obligations and charge
to cost of product revenues the amount of such costs at the time
revenues are recognized. Our warranty obligation is affected by
product failure rates, material usage and service delivery costs
incurred in correcting a product failure. Our estimates of
anticipated rates of warranty claims and costs per claim are
primarily based on historical information and future forecasts.
At
28
December 31, 2008 and 2009 our warranty reserves were
$2.4 million and $1.1 million, respectively. The
decrease in our reserves from December 31, 2008 is
primarily due to the sale of our Defense and Security RF module
business in April 2009 which included the related warranty
reserve for that division. We periodically assess the adequacy
of our recorded warranty reserve and adjust the amounts as
necessary. If actual warranty claims are significantly higher
than forecast, or if the actual costs incurred to provide the
warranty is greater than the forecast, our gross margins could
be adversely affected.
Inventory
Valuation
We evaluate our ending inventories for excess quantities and
obsolescence at each balance sheet date. This evaluation
includes review of materials usage, market conditions and
product life cycles and an analysis of sales levels by product
and projections of future demand and market conditions. We
adjust inventory balances to approximate the lower of our
manufacturing cost or market value. If actual future demand or
market conditions are less favorable than those projected by
management, additional inventory write-downs may be required,
and would be reflected in cost of product revenues in the period
the revision is made. This would have a negative impact on our
gross margins in that period. At the time of write down, a new,
lower cost basis for that inventory is established and
subsequent changes in facts and circumstances do not result in
the restoration or increase in that newly established cost
basis. If in any period we are able to sell inventories that
were not valued or that had been written off in a previous
period, related revenues would be recorded without any
offsetting charge to cost of product revenues, resulting in a
net benefit to our gross margin in that period. To the extent
these factors materially affect our gross margins, we would
disclose them.
Stock-Based
Compensation
Our stock-based compensation cost is measured at the grant date,
based on the fair value of the award, and is recognized as
expense over the requisite service period. All of our stock
compensation is accounted for as an equity instrument.
We estimate the fair value of stock options and shares under our
stock purchase plan using the Black-Scholes valuation model. The
fair value of each option grant and the right to purchase shares
under our stock purchase plan are estimated on the date of grant
using the Black-Scholes option valuation model and the
graded-vesting method with assumptions concerning expected
dividend yield, stock price volatility, risk free interest rate
and expected life of the award.
The Black-Scholes option valuation model was developed for use
in estimating the fair value of traded options that have no
vesting restrictions and are fully transferable. As our stock
option awards have characteristics that differ significantly
from traded options, and as changes in the subjective
assumptions can materially affect the estimated value, our
estimate of fair value may not accurately represent the value
assigned by a third party in an arms-length transaction. There
currently is no market-based mechanism to verify the reliability
and accuracy of the estimates derived from the Black-Scholes
option valuation model or other allowable valuation models, nor
is there a means to compare and adjust the estimates to actual
values. While our estimate of fair value and the associated
charge to earnings materially affects our results of operations,
it has no impact on our cash position.
Deferred
Taxes
We currently have significant deferred tax assets, which are
subject to periodic recoverability assessments. We record a
valuation allowance to reduce our deferred tax assets to the
amount that we believe to be more likely than not realizable. We
have recorded a valuation allowance in an amount equal to the
net deferred tax assets to reflect uncertainty regarding future
realization of these assets based on past performance and the
likelihood of realization of our deferred tax assets.
Long-Lived
Assets
We periodically review our property and equipment for possible
impairment whenever facts and circumstances indicate that the
carrying amount may not be fully recoverable. Assumptions and
estimates used in the evaluation of impairment may affect the
carrying value of long-lived assets, which could result in
impairment charges. Significant
29
assumptions and estimates include the projected cash flows based
upon estimated revenues and expense growth rates and the
discount rate applied to expected cash flows. In addition, our
depreciation policy reflects judgments on the estimated useful
lives of assets.
During the fourth quarter of 2008, we reviewed our long-lived
assets for indicators of impairment. Based on reduced estimates
of future revenues and future negative cash flow, we identified
potential indicators of impairment. As a result, we compared the
fair value of our long-lived assets to their carrying value.
Based on our discounted future cash flow and revenue
projections, we recorded non-cash impairment charges of
$2.1 million for all of our remaining intangible assets
with a defined useful life. These assets relate to the Defense
and Security RF module business and have been included in the
income (loss) for discontinued operations line on the
consolidated statements of operations. As a result, we have no
remaining intangible assets with a defined useful life.
Goodwill
and Intangible Assets with an Indefinite Life
We are required to assess the carrying value of goodwill and
other intangible assets with an indefinite life annually or
whenever circumstances indicate that a decline in value may have
occurred. During the fourth quarter of 2008, based on the fair
value of our common stock relative to our book value, revised
estimates for our future revenues and the continued worsening of
the global economy, we determined that indicators of potential
impairment were present. Based on the fair market value of the
business and our discounted future cash flow and revenue
projections, we recorded non-cash impairment charges of
$3.0 million for goodwill and $1.1 million for
intangible assets with an indefinite life. These assets relate
to the Defense and Security RF module business and have been
included in the income (loss) for discontinued operations line
on the consolidated statements of operations. As a result, we
have no remaining intangible assets with a defined useful life.
Fair
Value Measurement
Our financial assets and liabilities are valued using market
prices on both active markets (Level 1) and less
active markets (Level 2). Level 1 instrument
valuations are obtained from real-time quotes for transactions
in active exchange markets involving identical assets.
Level 2 instrument valuations are obtained from
readily-available pricing sources for comparable instruments. As
of December 31, 2009, we did not have any assets or
liabilities without observable market values that would require
a high level of judgment to determine fair value (Level 3).
Business
Combinations
For our business combinations, the purchase price of an acquired
company is allocated between the intangible assets and the net
tangible assets of the acquired business with the residual of
the purchase price recorded as goodwill. The valuation of
intangible assets is based on an income approach methodology
that values the intangible assets based on the future cash flows
that could potentially be generated by the asset over its
estimated remaining life discounted to its present value
utilizing an appropriate weighted average cost of capital. As a
result of business acquisitions, the allocation of the purchase
price to goodwill and intangible assets could have a significant
impact on our future operating results.
30
Results
of Operations
The following tables set forth selected consolidated statements
of operations data for each of the periods indicated in dollars
and as a percentage of total revenues.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
|
(In thousands)
|
|
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
Product revenues
|
|
$
|
19,502
|
|
|
$
|
38,593
|
|
|
$
|
44,114
|
|
Development fees
|
|
|
|
|
|
|
103
|
|
|
|
215
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues
|
|
|
19,502
|
|
|
|
38,696
|
|
|
|
44,329
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of product revenues
|
|
|
14,791
|
|
|
|
26,227
|
|
|
|
30,399
|
|
Research and development
|
|
|
5,483
|
|
|
|
6,764
|
|
|
|
6,518
|
|
Selling, general and administrative
|
|
|
7,760
|
|
|
|
10,977
|
|
|
|
10,302
|
|
Restructuring
|
|
|
2,408
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total costs and expenses
|
|
|
30,442
|
|
|
|
43,968
|
|
|
|
47,219
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from continuing operations
|
|
|
(10,940
|
)
|
|
|
(5,272
|
)
|
|
|
(2,890
|
)
|
Interest and other income, net
|
|
|
209
|
|
|
|
1,242
|
|
|
|
3,562
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from continuing operations before provision
(benefit) for income taxes
|
|
|
(10,731
|
)
|
|
|
(4,030
|
)
|
|
|
672
|
|
Provision (benefit) for income taxes
|
|
|
(105
|
)
|
|
|
(66
|
)
|
|
|
2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from continuing operations
|
|
|
(10,626
|
)
|
|
|
(3,964
|
)
|
|
|
670
|
|
Income (loss) from discontinued operations, net of tax
|
|
|
17,571
|
|
|
|
(10,787
|
)
|
|
|
(6,071
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
6,945
|
|
|
$
|
(14,751
|
)
|
|
$
|
(5,401
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
|
(As a percentage of total revenues)
|
|
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
Product revenues
|
|
|
100.0
|
%
|
|
|
99.7
|
%
|
|
|
99.5
|
%
|
Development fees
|
|
|
|
|
|
|
0.3
|
|
|
|
0.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues
|
|
|
100.0
|
|
|
|
100.0
|
|
|
|
100.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of product revenues
|
|
|
75.9
|
|
|
|
67.8
|
|
|
|
68.6
|
|
Research and development
|
|
|
28.1
|
|
|
|
17.5
|
|
|
|
14.7
|
|
Selling, general and administrative
|
|
|
39.8
|
|
|
|
28.3
|
|
|
|
23.2
|
|
Restructuring
|
|
|
12.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total costs and expenses
|
|
|
156.1
|
|
|
|
113.6
|
|
|
|
106.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from continuing operations
|
|
|
(56.1
|
)
|
|
|
(13.6
|
)
|
|
|
(6.5
|
)
|
Interest and other income, net
|
|
|
1.1
|
|
|
|
3.2
|
|
|
|
8.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from continuing operations before provision
(benefit) for income taxes
|
|
|
(55.0
|
)
|
|
|
(10.4
|
)
|
|
|
1.5
|
|
Provision (benefit) for income taxes
|
|
|
(0.5
|
)
|
|
|
(0.2
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from continuing operations
|
|
|
(54.5
|
)
|
|
|
(10.2
|
)
|
|
|
1.5
|
|
Income (loss) from discontinued operations, net of tax
|
|
|
90.1
|
|
|
|
(27.9
|
)
|
|
|
(13.7
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
|
35.6
|
%
|
|
|
(38.1
|
)%
|
|
|
(12.2
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Results
of Operations
Year
ended December 31, 2009 compared to year ended
December 31, 2008
Total
revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
|
2009
|
|
2008
|
|
% Change
|
|
|
(In thousands)
|
|
|
|
Total revenues
|
|
$
|
19,502
|
|
|
$
|
38,696
|
|
|
|
(49.6
|
)%
|
Product revenues
|
|
$
|
19,502
|
|
|
$
|
38,593
|
|
|
|
(49.5
|
)%
|
Development fees
|
|
$
|
|
|
|
$
|
103
|
|
|
|
(100.0
|
)%
|
Total revenues consist of product revenues and development fees.
Product revenues are attributable to sales of our communication
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 do not expect
development fees to represent a significant percentage of our
total revenues for the foreseeable future.
Total revenues decreased by $19.2 million, or 50%, from
2008 to 2009. The demand for our products has declined relative
to prior periods as the mobile communication industry has been
impacted to a significant degree by the current global economic
downturn and credit crisis. Additionally, during the second half
of 2009 a key legacy product for a major customers radio
platform experienced a rapid and unanticipated drop in sales
while sales of our new module designs supporting next-generation
radios were just beginning their production ramp. The revenues
from the new module designs did not offset the decline in
revenues from the legacy product.
During 2010, we expect revenues to be higher relative to 2009
due to the stabilization of the global economic conditions.
Additionally, we believe we will see revenue growth from our new
module designs supporting next
32
generation based radios that began production ramp late in 2009
as well as from our semiconductor product line we announced in
September 2009.
Cost of
product revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
|
2009
|
|
2008
|
|
% Change
|
|
|
(In thousands)
|
|
|
|
Cost of product revenues
|
|
$
|
14,791
|
|
|
$
|
26,227
|
|
|
|
(43.6
|
)%
|
Percentage of revenues
|
|
|
75.9
|
%
|
|
|
67.8
|
%
|
|
|
|
|
Cost of product revenues consists primarily of: costs of direct
materials; equipment depreciation; costs associated with
procurement, production control, quality assurance and
manufacturing engineering; 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 2009, the cost of product revenues as a percentage of
revenues increased compared to 2008, primarily due to the
decreased absorption of our overhead costs resulting from
decreased production, continued pricing pressure resulting in
lower product margins, an $878,000 increase in inventory
reserves due to excess material related to a rapid and
unanticipated drop in sales of a legacy product for a major
customers radio platform and an $86,000 increase in
reserve for material related to a product built for a customer
currently in bankruptcy liquidation. The cost of product
revenues in both periods was favorably impacted by the
utilization of inventory that was previously written off,
amounting to approximately $100,000 during 2009 and $85,000
during 2008.
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 offshore
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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
|
2009
|
|
2008
|
|
% Change
|
|
|
(In thousands)
|
|
|
|
Research and development expenses
|
|
$
|
5,483
|
|
|
$
|
6,764
|
|
|
|
(18.9
|
)%
|
Percentage of revenues
|
|
|
28.1
|
%
|
|
|
17.5
|
%
|
|
|
|
|
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 2009, we undertook certain restructuring activities to
reduce expenses which resulted in a decrease of 21 product and
process engineering employees and $808,000 in associated
personnel-related expenses. In addition, during 2009, research
and development costs decreased compared to 2008 due to a
decrease of $317,000 for stock-based compensation expenses and a
decrease of $209,000 for project-related expenses.
During 2010, we expect research and development expenses to be
lower relative to 2009 in absolute dollar terms, as the
restructuring activities we undertook in 2009 will fully impact
our 2010 results.
33
Selling,
general and administrative expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
|
2009
|
|
2008
|
|
% Change
|
|
|
(In thousands)
|
|
|
|
Selling, general and administrative expenses
|
|
$
|
7,760
|
|
|
$
|
10,977
|
|
|
|
(29.3
|
)%
|
Percentage of revenues
|
|
|
39.8
|
%
|
|
|
28.3
|
%
|
|
|
|
|
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 2009 sales and marketing expenses were $2.2 million
compared to $3.3 million in 2008. During 2009, we undertook
certain restructuring activities to reduce expenses which
resulted in a decrease of three sales and marketing employees
and $498,000 in associated personnel-related expenses. In
addition, during 2009 sales and marketing expenses decreased
compared to 2008 due to a decrease of $250,000 for stock-based
compensation expenses and a decrease of $184,000 for bad debt
expenses.
During 2009 general and administrative expenses were
$5.6 million compared to $7.7 million in 2008. During
2009, we undertook certain restructuring activities to reduce
expenses which resulted in a decrease of ten general and
administrative employees and $798,000 in associated
personnel-related expenses. In addition, during 2009, general
and administrative expenses decreased compared to 2008 primarily
due to a decrease of $468,000 for professional fees and a
decrease of $320,000 for stock-based compensation expenses.
During 2010, we expect selling, general and administrative
expenses to be lower relative to 2009 in absolute dollar terms,
as the restructuring activities we undertook in 2009 will fully
impact our 2010 results.
Restructuring
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
|
2009
|
|
2008
|
|
% Change
|
|
|
(In thousands)
|
|
|
|
Restructuring
|
|
$
|
2,408
|
|
|
$
|
|
|
|
|
100.0
|
%
|
During the first quarter of 2009, we undertook certain
restructuring activities to reduce expenses. These terminations
affected all areas of our operations. The components of the
restructuring charge included severance, benefits, payroll taxes
and other costs associated with employee terminations. The net
charge for these restructuring activities in the first quarter
of 2009 was $1.2 million and the restructuring activities
are expected to be substantially completed by the end of the
first quarter of 2010. Of this amount, approximately $182,000
has been included in income (loss) from discontinued operations.
During the second quarter of 2009, we undertook certain
additional restructuring activities to reduce expenses. The
components of the restructuring charge included severance,
benefits, payroll taxes and other costs associated with employee
terminations. The net charge for these restructuring activities
in the second quarter of 2009 was $243,000 and is expected to be
substantially completed by the end of the first quarter of 2010.
Of this amount, approximately $39,000 has been included in
income (loss) from discontinued operations.
During the fourth quarter of 2009, we undertook certain
additional restructuring activities to reduce expenses. The
components of the restructuring charge included severance,
benefits, payroll taxes and other costs associated with employee
terminations. The net charge for these restructuring activities
in the fourth quarter of 2009 was $1.2 million and is
expected to be substantially completed by the end of the third
quarter of 2012.
At December 31, 2008, we had 228 employees. At
December 31, 2009, we had 54 employees. The decrease
in employees was due to the restructuring mentioned above and
the sale of our Defense and Security RF module business to
Microsemi.
34
Interest
and other income, net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
|
2009
|
|
2008
|
|
% Change
|
|
|
(In thousands)
|
|
|
|
Interest and other income, net
|
|
$
|
209
|
|
|
$
|
1,242
|
|
|
|
(83.2
|
)%
|
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, which ended in June 2009, and
gains and losses related to foreign currency transactions.
The decrease in interest and other income from 2008 to 2009 was
primarily the result of decreased interest earned on our
investments. Interest rates decreased significantly from the
prior year, especially on the highest rated investment vehicles,
leading to lower interest income.
During 2009, we earned $205,000 of interest income and
recognized $76,000 of other income from the amortization of the
deferred gain from the sale of our Diamond Springs, California
location, which was partially offset by banking charges and
losses on foreign currency transactions. During 2008, we earned
$1.1 million of interest income and recognized $154,000 of
other income from the amortization of the deferred gain from the
sale of our Diamond Springs, California location, which was
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 gains and losses that arise from exchange rate
fluctuations related to our operations in Thailand. During 2009
and 2008, we recorded foreign currency transaction losses of
$15,000 and $59,000, respectively.
Income
tax expense (benefit)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
|
2009
|
|
2008
|
|
% Change
|
|
|
(In thousands)
|
|
|
|
Income tax expense (benefit)
|
|
$
|
(105
|
)
|
|
$
|
(66
|
)
|
|
|
59.1
|
%
|
During 2009 and 2008, we recorded an income tax benefit of
$105,000 and $66,000, respectively, due to a benefit from
refundable research and development tax credits in the United
States. No other income tax expense (benefit) has been recorded
because we have incurred operating losses that cannot be
benefitted due to a full valuation allowance.
Discontinued
Operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
|
2009
|
|
2008
|
|
% Change
|
|
|
(In thousands)
|
|
|
|
Income (loss) from discontinued operations, net of tax
|
|
$
|
17,571
|
|
|
$
|
(10,787
|
)
|
|
|
(262.9
|
)%
|
On April 30, 2009, we entered into an Asset Purchase
Agreement with Microsemi pursuant to which Microsemi purchased
our Defense and Security RF module business including all of the
outstanding capital stock of Endwave Defense Systems
Incorporated. As consideration, Microsemi assumed certain
liabilities associated exclusively with the Defense and Security
RF module business and paid $28.0 million in cash.
We classified the results of the Defense and Security RF module
business as a discontinued operation in our consolidated
statements of operations for all periods presented. During 2009,
we recognized income from discontinued operations of
$17.6 million net of tax expenses. The income was a result
of the gain on sale of the discontinued operations of
$19.6 million partially offset by a $2.0 million loss
from the discontinued operations in 2009. During 2008, we
recognized loss from discontinued operations of
$10.8 million, which included
35
$6.1 million of impairment charges for the Defense and
Security RF module business goodwill and intangible assets.
Year
ended December 31, 2008 compared to year ended
December 31, 2007
Total
revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
|
2008
|
|
2007
|
|
% Change
|
|
|
(In thousands)
|
|
|
|
Total revenues
|
|
$
|
38,696
|
|
|
$
|
44,329
|
|
|
|
(12.7
|
)%
|
Product revenues
|
|
$
|
38,593
|
|
|
$
|
44,114
|
|
|
|
(12.5
|
)%
|
Development fees
|
|
$
|
103
|
|
|
$
|
215
|
|
|
|
(52.1
|
)%
|
Product revenues decreased by $5.5 million, or 13%, from
2007 to 2008. The decrease in product revenues was primarily
attributable to decreased revenues from the former Siemens
product lines of Nokia Siemens Networks as they reduced
purchases of legacy products that historically have been
outsourced to us.
The decrease in development fees from 2008 to 2007 was
attributable to decreased development of custom-designed
products for our new and existing customers.
Cost of
product revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
|
2008
|
|
2007
|
|
% Change
|
|
|
(In thousands)
|
|
|
|
Cost of product revenues
|
|
$
|
26,227
|
|
|
$
|
30,399
|
|
|
|
(13.7
|
)%
|
Percentage of revenues
|
|
|
67.8
|
%
|
|
|
68.6
|
%
|
|
|
|
|
During 2008, the cost of product revenues as a percentage of
revenues decreased due primarily to a change in product mix
favoring certain higher margin products, partially offset by
increased inventory reserves associated with a customer of ours
that filed for bankruptcy protection during the fourth quarter
of 2008. The cost of product revenues in both periods was
favorably impacted by the utilization of inventory that was
previously written off, amounting to $85,000 during 2008 and
$258,000 during 2007.
Research
and development expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
|
2008
|
|
2007
|
|
% Change
|
|
|
(In thousands)
|
|
|
|
Research and development expenses
|
|
$
|
6,764
|
|
|
$
|
6,518
|
|
|
|
3.8
|
%
|
Percentage of revenues
|
|
|
17.5
|
%
|
|
|
14.7
|
%
|
|
|
|
|
During 2008, research and development expenses increased both as
a percentage of total revenues and in absolute dollars compared
to 2007. The increase in research and development expenses was
primarily attributable to an increase of $183,000 in
personnel-related expenses and an increase of $63,000 for stock
based compensation.
Selling,
general and administrative expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
|
2008
|
|
2007
|
|
% Change
|
|
|
(In thousands)
|
|
|
|
Selling, general and administrative expenses
|
|
$
|
10,977
|
|
|
$
|
10,302
|
|
|
|
6.6
|
%
|
Percentage of revenues
|
|
|
28.3
|
%
|
|
|
23.2
|
%
|
|
|
|
|
36
During 2008, selling, general and administrative expenses
increased both as a percentage of total revenues and in absolute
dollars compared to 2007. During 2008, sales and marketing
expenses were $3.3 million compared to $2.7 million in
2007. The increase in sales and marketing expenses were
primarily attributable to an increase of $155,000 in
personnel-related expenses and an increase of $315,000 for a
reserve on a note receivable from one of our customers. We
originally set up a note receivable in the third quarter of 2008
as one of our customers was unable to meet the terms of their
accounts receivable to us. During the fourth quarter of 2008
this customer filed for bankruptcy protection and we therefore
reserved a significant portion of the remaining note receivable.
During 2008 general and administrative expenses were
$7.7 million compared to $7.6 million in 2007. The
increase in general and administrative expenses was primarily
attributable to an increase of $531,000 in personnel-related
expenses was partially offset by a decrease of $168,000 for
public company related expenses, a decrease of $117,000 for
professional services and a decrease of $92,000 for stock-based
compensation.
Interest
and other income, net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
|
2008
|
|
2007
|
|
% Change
|
|
|
(In thousands)
|
|
|
|
Interest and other income, net
|
|
$
|
1,242
|
|
|
$
|
3,562
|
|
|
|
(65.1
|
)%
|
The decrease in interest and other income, net during 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 2008, we
earned $1.1 million of interest income and recognized
$154,000 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 2007, we earned
$3.5 million of interest income and recognized $154,000 of
other income from the amortization of the deferred gain from our
sale of the Diamond Springs, California location which were
partially offset by banking charges and losses on foreign
currency transactions.
During 2008 and 2007, we recorded a foreign currency loss of
$59,000 and $17,000, respectively.
Income
tax expense (benefit)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
|
2008
|
|
2007
|
|
% Change
|
|
|
(In thousands)
|
|
|
|
Income tax expense (benefit)
|
|
$
|
(66
|
)
|
|
$
|
2
|
|
|
|
(3,400
|
)%
|
A net income tax benefit of $66,000 was recorded in the year
ended December 31, 2008 compared to a net income tax
expense of $2,000 recorded in the year ended December 31,
2007. The main change in 2008 was due to recording a benefit
from refundable research and development tax credits in the
United States. No other income tax expense (benefit) has been
recorded because we have incurred operating losses that cannot
be benefitted due to a full valuation allowance.
Discontinued
Operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
|
2008
|
|
2007
|
|
% Change
|
|
|
(In thousands)
|
|
|
|
Income (loss) from discontinued operations, net of tax
|
|
$
|
(10,787
|
)
|
|
$
|
(6,071
|
)
|
|
|
77.7
|
%
|
We classified the results of the Defense and Security RF module
business as a discontinued operation in our consolidated
statements of operations for all periods presented. During 2008,
we recognized loss from discontinued operations of
$10.8 million which included $6.1 million of impairment
charges for the Defense and Security RF
37
module business goodwill and intangible assets. During
2007, we recognized loss from discontinued operations of
$6.1 million, net of tax.
Liquidity
and Capital Resources
At December 31, 2009, we had $55.2 million of cash and
cash equivalents, $11.3 million in short-term investments,
working capital of $70.7 million and no long-term or
short-term debt outstanding. The following table sets forth
selected consolidated statements of cash flows data for our
three most recent fiscal years.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
2009
|
|
2008
|
|
2007
|
|
|
(In thousands)
|
|
Net cash provided by (used in) operating activities
|
|
$
|
(4,098
|
)
|
|
$
|
2,373
|
|
|
$
|
8,799
|
|
Net cash provided by (used in) investing activities
|
|
|
27,892
|
|
|
|
(4,072
|
)
|
|
|
25,449
|
|
Net cash provided by (used in) financing activities
|
|
|
632
|
|
|
|
417
|
|
|
|
(15,953
|
)
|
Net cash used in discontinued operations
|
|
|
(3,266
|
)
|
|
|
(3,724
|
)
|
|
|
(5,467
|
)
|
Cash, cash equivalents, restricted cash, short-term and
long-term investments at end of period
|
|
$
|
66,465
|
|
|
$
|
45,948
|
|
|
$
|
48,982
|
|
During 2009, operating activities used $4.1 million of cash
as compared to generating $2.4 million of cash in 2008. Our
net loss from continuing operations adjusted for depreciation
and other non-cash items, was a loss of $7.5 million in
2009 as compared to $375,000 in 2008. The remaining provision of
$3.4 million of cash in 2009 was primarily due to a
$4.7 million decrease in inventory and a $665,000 increase
in accounts payable which were partially offset by a $767,000
increase in other assets, a $706,000 decrease in accrued
warranty and a $462,000 increase in accounts receivable.
During 2008, $2.4 million of cash was generated by
operating activities as compared to $8.8 million in 2008.
Our net loss from continuing operations adjusted for
depreciation and other non-cash items, was a loss of $375,000 in
2008 as compared to income of $4.3 million in 2007. The
remaining provision of $2.7 million in cash in 2008 was
primarily due to a $5.0 million decrease in accounts
receivable partially offset by a $1.7 million decrease in
accounts payable, a $600,000 decrease in accrued warranty and a
$308,000 increase in inventory.
During 2009, investing activities provided $27.9 million of
cash compared to using $4.1 million of cash in 2008. The
source of cash in 2009 was due to the $28.0 million
proceeds from sale of our Defense and Security RF module
business and a $600,000 decrease in restricted cash which were
partially offset by a purchase of $396,000 of property and
equipment and a net $312,000 purchase of investments.
During 2008, investing activities used $4.1 million of cash
compared to providing $25.4 million of cash in 2007. The
use of cash by investing activities in 2008 was primarily due to
the purchase of $1.3 million in property and equipment, a
net $1.2 million purchase of investments, the
$1.0 million final payment for the purchase of ALC and a
$575,000 increase in restricted cash.
During 2009, financing activities provided cash of $632,000 as
compared to $417,000 in 2008. During 2009, we received $331,000
from the exercise of stock options and $317,000 from the
proceeds of stock issuance which was partially offset by capital
lease payments.
During 2008, financing activities provided cash of $417,000 as
compared to using cash of $16.0 million in 2007. During
2008, we received $791,000 in cash from the proceeds of stock
issuance which was partially offset by $356,000 of payments we
made related to the common stock we repurchased in 2007 and
capital lease payments.
At December 31, 2009, we had a net unrealized gain of
$15,000 related to $11.3 million of investments in nine
debt securities. The increase in the value of these investments
is primarily related to changes in interest rates. The
investments all mature during 2010 and we believe that we have
the ability and intent to hold these investments until the
maturity date. Realized gains were $57,000 in 2008. Realized
gains and losses were insignificant for the years ended
December 31, 2009 and 2007. We recorded a foreign currency
a translation gain of $12,000 in 2008 and a translation loss of
$12,000 in 2007. There were no such losses in 2009.
38
In January 2010, we entered into a Stock Purchase Agreement with
Oak Investment Partners XI, Limited Partnership, or Oak,
pursuant to which we repurchased the 300,000 shares of
Endwave Series B Preferred Stock held by Oak for
$36.0 million in cash. Such shares had entitled to Oak to a
liquidation preference equal to its original investment of
$45.0 million before any proceeds from a liquidation or
sale of Endwave would have been paid to the holders of our
common stock.
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, capital leases and purchase obligations,
excluding interest, at December 31, 2009:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments Due by Period
|
|
|
|
|
|
|
Less than
|
|
|
|
|
|
|
|
|
More than
|
|
|
|
Total
|
|
|
1 Year
|
|
|
1-3 Years
|
|
|
3-5 Years
|
|
|
5 Years
|
|
|
|
(In thousands)
|
|
|
Contractual Obligations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital lease obligations, including interest
|
|
$
|
15
|
|
|
$
|
12
|
|
|
$
|
3
|
|
|
$
|
|
|
|
$
|
|
|
Operating lease obligations
|
|
|
1,039
|
|
|
|
508
|
|
|
|
446
|
|
|
|
85
|
|
|
|
|
|
Purchase obligations
|
|
|
2,178
|
|
|
|
2,178
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
3,232
|
|
|
$
|
2,698
|
|
|
$
|
449
|
|
|
$
|
85
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
We have purchase obligations to certain suppliers. In some cases
the products we purchase are unique and have provisions against
cancellation of the order. At December 31, 2009, we had
approximately $2.2 million of purchase obligations, which
are due within the following 12 months.
Other
Long-Term Liabilities
At December 31, 2009, we had $765,000 of other long-term
liabilities consisting of a $638,000 long-term liabilities for
restructuring, $124,000 for income taxes and $3,000 related to
our capital lease.
Recent
Accounting Pronouncements
In October 2009, the Financial Accounting Standards Board
(FASB) FASB issued new standards for revenue
recognition with multiple deliverables. These new standards
impact the determination of when the individual deliverables
included in a multiple-element arrangement may be treated as
separate units of accounting. Additionally, these new standards
modify the manner in which the transaction consideration is
allocated across the separately identified deliverables by no
longer permitting the residual method of allocating arrangement
consideration. These new standards are required to be adopted in
the first quarter of 2011; however, early adoption is permitted.
We do not expect these new standards to significantly impact our
consolidated financial statements.
In October 2009, the FASB issued new standards for the
accounting for certain revenue arrangements that include
software elements. These new standards amend the scope of
pre-existing software revenue guidance by removing from the
guidance non-software components of tangible products and
certain software components of tangible products. These new
standards are required to be adopted in the first quarter of
2011; however, early adoption is permitted. We do not expect
these new standards to significantly impact our consolidated
financial statements.
In January 2010, the FASB issued amended standards that require
additional fair value disclosures. These amended standards
require disclosures about inputs and valuation techniques used
to measure fair value as well as disclosures about significant
transfers, beginning in the first quarter of 2010. We do not
expect these new standards to significantly impact our
consolidated financial statements.
39
|
|
Item 7A.
|
Quantitative
and Qualitative Disclosures about Market Risk
|
Quantitative
and Qualitative Disclosures about Market Risk
Our exposure to market risk based on changes in interest rates
relates primarily to our investment portfolio. In order to
reduce this interest rate risk, we invest our cash primarily in
investments with short maturities. As of December 31, 2009,
our investments in our portfolio were classified as cash
equivalents and short-term investments. The cash equivalents and
short-term investments consisted primarily of United States
treasury notes, United States government agency notes, United
States government money market funds, Prime money market fund,
corporate notes and commercial paper. Since our investments
consist of cash equivalents and short-term investments, a change
in interest rates would not have a material effect on our
consolidated financial condition or results of operations.
Declines in interest rates over time will, however, reduce
interest income.
Currently, all sales to international customers are denominated
in United States dollars and, accordingly, we are not exposed to
foreign currency rate risks in connection with these sales.
However, if the dollar were to strengthen relative to other
currencies that could make our products less competitive in
foreign markets and thereby lead to a decrease in revenues
attributable to international customers. We currently pay a
number of expenses related to our Thai personnel and office in
Thai Bhat. During 2009, the total payments made in Thai Bhat
were $804,000 and we recorded a related foreign currency
transaction loss of $15,000.
40
|
|
Item 8.
|
Financial
Statements and Supplementary Data
|
INDEX TO
CONSOLIDATED FINANCIAL STATEMENTS
|
|
|
|
|
|
|
Page
|
|
|
Number
|
|
|
|
|
42
|
|
|
|
|
43
|
|
|
|
|
44
|
|
|
|
|
45
|
|
|
|
|
46
|
|
|
|
|
47
|
|
41
REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
Endwave Corporation:
We have audited the accompanying balance sheets of Endwave
Corporation and its subsidiaries (the Company) as of
December 31, 2009 and 2008, and the related statements of
operations, stockholders equity, and cash flows for each
of the three years in the period ended December 31, 2009.
Our audits also included the financial statement schedule listed
in Item 15(a)(2). These consolidated financial statements
and financial statement schedule are the responsibility of the
Companys management. Our responsibility is to express an
opinion on these consolidated financial statements and financial
statement schedule based on our audits.
We conducted our audits in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are
free of material misstatement. The Company is not required to
have, nor have we been engaged to perform, an audit of the
Companys internal control over financial reporting. Our
audits included consideration of internal control over financial
reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Companys
internal control over financial reporting. Accordingly, we
express no such opinion. An audit also includes examining, on a
test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles
used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the consolidated financial statements referred
to above present fairly, in all material respects, the financial
position of Endwave Corporation and its subsidiaries as of
December 31, 2009 and 2008, and the results of their
operations and their cash flows for each of the three years in
the period ended December 31, 2009 in conformity with
accounting principles generally accepted in the United States of
America. Also, in our opinion, the related financial statement
schedule, when considered in relation to the consolidated
financial statements taken as a whole, presents fairly, in all
material respects, the information set forth therein.
/s/ Burr
Pilger Mayer, Inc.
San Jose, California
March 24, 2010
42
ENDWAVE
CORPORATION
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
|
(In thousands, except share and per share data)
|
|
|
ASSETS
|
Current assets:
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
55,158
|
|
|
$
|
33,998
|
|
Short-term investments
|
|
|
11,307
|
|
|
|
11,350
|
|
Accounts receivable, net of allowance for doubtful accounts of
$19 in 2009 and $64 in 2008
|
|
|
3,009
|
|
|
|
4,762
|
|
Inventories
|
|
|
4,879
|
|
|
|
14,454
|
|
Other current assets
|
|
|
788
|
|
|
|
738
|
|
|
|
|
|
|
|
|
|
|
Total current assets
|
|
|
75,141
|
|
|
|
65,302
|
|
Property and equipment, net
|
|
|
1,796
|
|
|
|
4,220
|
|
Other assets
|
|
|
179
|
|
|
|
218
|
|
Restricted cash
|
|
|
|
|
|
|
600
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
77,116
|
|
|
$
|
70,340
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS EQUITY
|
Current liabilities:
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
$
|
1,726
|
|
|
$
|
2,263
|
|
Accrued warranty
|
|
|
1,087
|
|
|
|
2,439
|
|
Accrued compensation
|
|
|
590
|
|
|
|
2,811
|
|
Restructuring liabilities, short-term
|
|
|
570
|
|
|
|
|
|
Other current liabilities
|
|
|
426
|
|
|
|
713
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities
|
|
|
4,399
|
|
|
|
8,226
|
|
Restructuring liabilities, long-term
|
|
|
638
|
|
|
|
|
|
Other long-term liabilities
|
|
|
127
|
|
|
|
73
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
5,164
|
|
|
|
8,299
|
|
|
|
|
|
|
|
|
|
|
Commitments and contingencies (Note 11)
|
|
|
|
|
|
|
|
|
Stockholders equity:
|
|
|
|
|
|
|
|
|
Convertible preferred stock, $0.001 par value;
5,000,000 shares authorized; 300,000 shares issued and
outstanding in 2009 and 2008, respectively
|
|
|
43,092
|
|
|
|
43,092
|
|
Common stock, $0.001 par value; 50,000,000 shares
authorized; 9,684,756 and 9,345,442 shares issued and
outstanding in 2009 and 2008, respectively
|
|
|
10
|
|
|
|
9
|
|
Additional paid-in capital, common stock
|
|
|
309,755
|
|
|
|
306,763
|
|
Accumulated other comprehensive income
|
|
|
15
|
|
|
|
42
|
|
Accumulated deficit
|
|
|
(280,920
|
)
|
|
|
(287,865
|
)
|
|
|
|
|
|
|
|
|
|
Total stockholders equity
|
|
|
71,952
|
|
|
|
62,041
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and stockholders equity
|
|
$
|
77,116
|
|
|
$
|
70,340
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these
consolidated financial statements.
43
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
|
(In thousands, except share and per share data)
|
|
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
Product revenues
|
|
$
|
19,502
|
|
|
$
|
38,593
|
|
|
$
|
44,114
|
|
Development fees
|
|
|
|
|
|
|
103
|
|
|
|
215
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues
|
|
|
19,502
|
|
|
|
38,696
|
|
|
|
44,329
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of product revenues*
|
|
|
14,791
|
|
|
|
26,227
|
|
|
|
30,399
|
|
Research and development*
|
|
|
5,483
|
|
|
|
6,764
|
|
|
|
6,518
|
|
Selling, general and administrative*
|
|
|
7,760
|
|
|
|
10,977
|
|
|
|
10,302
|
|
Restructuring
|
|
|
2,408
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total costs and expenses
|
|
|
30,442
|
|
|
|
43,968
|
|
|
|
47,219
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from continuing operations
|
|
|
(10,940
|
)
|
|
|
(5,272
|
)
|
|
|
(2,890
|
)
|
Interest and other income, net
|
|
|
209
|
|
|
|
1,242
|
|
|
|
3,562
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from continuing operations before provision
(benefit) for income tax expenses
|
|
|
(10,731
|
)
|
|
|
(4,030
|
)
|
|
|
672
|
|
Provision (benefit) for income taxes
|
|
|
(105
|
)
|
|
|
(66
|
)
|
|
|
2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from continuing operations
|
|
|
(10,626
|
)
|
|
|
(3,964
|
)
|
|
|
670
|
|
Income (loss) from discontinued operations, net of tax*
(Note 12)
|
|
|
17,571
|
|
|
|
(10,787
|
)
|
|
|
(6,071
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
6,945
|
|
|
$
|
(14,751
|
)
|
|
$
|
(5,401
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic net income (loss) per share from continuing operations
|
|
$
|
(1.12
|
)
|
|
$
|
(0.43
|
)
|
|
$
|
0.06
|
|
Basic net income (loss) per share from discontinued operations
|
|
$
|
1.85
|
|
|
$
|
(1.17
|
)
|
|
$
|
(0.53
|
)
|
Basic net income (loss) per share
|
|
$
|
0.73
|
|
|
$
|
(1.60
|
)
|
|
$
|
(0.47
|
)
|
Diluted net income (loss) per share from continuing operations
|
|
$
|
(1.12
|
)
|
|
$
|
(0.43
|
)
|
|
$
|
0.05
|
|
Diluted net income (loss) per share from discontinued operations
|
|
$
|
1.85
|
|
|
$
|
(1.17
|
)
|
|
$
|
(0.42
|
)
|
Diluted net income (loss) per share
|
|
$
|
0.73
|
|
|
$
|
(1.60
|
)
|
|
$
|
(0.37
|
)
|
Shares used in computing basic net income (loss) per share
|
|
|
9,526,358
|
|
|
|
9,211,110
|
|
|
|
11,563,716
|
|
Shares used in computing diluted net income (loss) per share
|
|
|
9,526,358
|
|
|
|
9,211,110
|
|
|
|
14,777,747
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* Includes the following amounts related to stock-based
compensation:
|
Cost of product revenues
|
|
$
|
150
|
|
|
$
|
385
|
|
|
$
|
292
|
|
Research and development
|
|
|
326
|
|
|
|
643
|
|
|
|
580
|
|
Selling, general and administrative
|
|
|
1,509
|
|
|
|
2,079
|
|
|
|
2,178
|
|
Income (loss) from discontinued operations, net of tax
|
|
|
355
|
|
|
|
988
|
|
|
|
1,064
|
|
The accompanying notes are an integral part of these
consolidated financial statements.
44
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares of
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
|
|
|
Convertible
|
|
|
Convertible
|
|
|
Shares of
|
|
|
|
|
|
Additional
|
|
|
|
|
|
Other
|
|
|
|
|
|
|
|
|
|
Preferred
|
|
|
Preferred
|
|
|
Common
|
|
|
Common
|
|
|
Paid-In
|
|
|
Treasury
|
|
|
Comprehensive
|
|
|
Accumulated
|
|
|
|
|
|
|
Stock
|
|
|
Stock
|
|
|
Stock
|
|
|
Stock
|
|
|
Capital
|
|
|
Stock
|
|
|
Income (Loss)
|
|
|
Deficit
|
|
|
Total
|
|
|
|
(In thousands, except for share data)
|
|
|
Balance as of December 31, 2006
|
|
|
300,000
|
|
|
$
|
43,107
|
|
|
|
11,556,946
|
|
|
$
|
12
|
|
|
$
|
314,096
|
|
|
$
|
(79
|
)
|
|
$
|
(25
|
)
|
|
$
|
(267,713
|
)
|
|
$
|
89,398
|
|
Change in unrealized gain on short-term investments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31
|
|
|
|
|
|
|
|
31
|
|
Foreign currency translation adjustment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(12
|
)
|
|
|
|
|
|
|
(12
|
)
|
Net loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(5,401
|
)
|
|
|
(5,401
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(5,382
|
)
|
Exercise of stock options
|
|
|
|
|
|
|
|
|
|
|
24,685
|
|
|
|
|
|
|
|
145
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
145
|
|
Repurchase and retirement of common stock
|
|
|
|
|
|
|
|
|
|
|
(2,504,847
|
)
|
|
|
(3
|
)
|
|
|
(17,202
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(17,205
|
)
|
Issuance of common stock under employee stock purchase plan
|
|
|
|
|
|
|
|
|
|
|
97,838
|
|
|
|
|
|
|
|
766
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
766
|
|
Stock-based compensation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,141
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,141
|
|
Issuance costs from the sale of preferred stock and warrants
|
|
|
|
|
|
|
(15
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(15
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of December 31, 2007
|
|
|
300,000
|
|
|
|
43,092
|
|
|
|
9,174,622
|
|
|
|
9
|
|
|
|
301,946
|
|
|
|
(79
|
)
|
|
|
(6
|
)
|
|
|
(273,114
|
)
|
|
|
71,848
|
|
Change in unrealized gain on short-term investments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
36
|
|
|
|
|
|
|
|
36
|
|
Foreign currency translation adjustment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12
|
|
|
|
|
|
|
|
12
|
|
Net loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(14,751
|
)
|
|
|
(14,751
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(14,703
|
)
|
Exercise of stock options
|
|
|
|
|
|
|
|
|
|
|
2,748
|
|
|
|
|
|
|
|
5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5
|
|
Retirement of common stock
|
|
|
|
|
|
|
|
|
|
|
(39,150
|
)
|
|
|
|
|
|
|
(79
|
)
|
|
|
79
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of common stock under employee stock purchase plan
|
|
|
|
|
|
|
|
|
|
|
207,222
|
|
|
|
|
|
|
|
791
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
791
|
|
Stock-based compensation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,100
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,100
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of December 31, 2008
|
|
|
300,000
|
|
|
|
43,092
|
|
|
|
9,345,442
|
|
|
|
9
|
|
|
|
306,763
|
|
|
|
|
|
|
|
42
|
|
|
|
(287,865
|
)
|
|
|
62,041
|
|
Change in unrealized gain on short-term investments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(27
|
)
|
|
|
|
|
|
|
(27
|
)
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,945
|
|
|
|
6,945
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,918
|
|
Exercise of stock options
|
|
|
|
|
|
|
|
|
|
|
198,079
|
|
|
|
1
|
|
|
|
330
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
331
|
|
Issuance of common stock under employee stock purchase plan
|
|
|
|
|
|
|
|
|
|
|
141,235
|
|
|
|
|
|
|
|
317
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
317
|
|
Stock-based compensation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,345
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,345
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of December 31, 2009
|
|
|
300,000
|
|
|
$
|
43,092
|
|
|
|
9,684,756
|
|
|
$
|
10
|
|
|
$
|
309,755
|
|
|
$
|
|
|
|
$
|
15
|
|
|
$
|
(280,920
|
)
|
|
$
|
71,952
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these
consolidated financial statements.
45
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
|
(In thousands)
|
|
|
Operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
6,945
|
|
|
$
|
(14,751
|
)
|
|
$
|
(5,401
|
)
|
Income (loss) from discontinued operations
|
|
|
17,571
|
|
|
|
(10,787
|
)
|
|
|
(6,071
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from continuing operations, net of tax
|
|
|
(10,626
|
)
|
|
|
(3,964
|
)
|
|
|
670
|
|
Adjustments to reconcile net income (loss) to net cash provided
by (used in) operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation
|
|
|
779
|
|
|
|
595
|
|
|
|
580
|
|
Stock compensation expense
|
|
|
1,985
|
|
|
|
3,107
|
|
|
|
3,050
|
|
Amortization of investments, net
|
|
|
328
|
|
|
|
(43
|
)
|
|
|
1
|
|
Loss (gain) on the sale of land and equipment
|
|
|
|
|
|
|
(13
|
)
|
|
|
4
|
|
Gain on sale of investments
|
|
|
|
|
|
|
(57
|
)
|
|
|
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts receivable
|
|
|
(462
|
)
|
|
|
4,963
|
|
|
|
542
|
|
Inventories
|
|
|
4,724
|
|
|
|
(308
|
)
|
|
|
7,344
|
|
Other assets
|
|
|
(767
|
)
|
|
|
251
|
|
|
|
(81
|
)
|
Accounts payable
|
|
|
665
|
|
|
|
(1,675
|
)
|
|
|
(1,405
|
)
|
Accrued warranty
|
|
|
(706
|
)
|
|
|
(600
|
)
|
|
|
(598
|
)
|
Accrued compensation, restructuring and other current and long
term liabilities
|
|
|
(18
|
)
|
|
|
117
|
|
|
|
(1,308
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) operating activities
|
|
|
(4,098
|
)
|
|
|
2,373
|
|
|
|
8,799
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from sale of discontinued operations
|
|
|
28,000
|
|
|
|
|
|
|
|
|
|
Purchase of ALC Microwave, Inc., net of cash acquired
|
|
|
|
|
|
|
(1,027
|
)
|
|
|
(5,771
|
)
|
Change in restricted cash
|
|
|
600
|
|
|
|
(575
|
)
|
|
|
236
|
|
Purchases of property and equipment
|
|
|
(396
|
)
|
|
|
(1,295
|
)
|
|
|
(503
|
)
|
Proceeds from sale of property and equipment
|
|
|
|
|
|
|
74
|
|
|
|
11
|
|
Purchases of investments
|
|
|
(31,827
|
)
|
|
|
(19,731
|
)
|
|
|
(57,756
|
)
|
Proceeds on sales and maturities of investments
|
|
|
31,515
|
|
|
|
18,482
|
|
|
|
89,232
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) investing activities
|
|
|
27,892
|
|
|
|
(4,072
|
)
|
|
|
25,449
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance costs from the sale of preferred stock and warrants
|
|
|
|
|
|
|
|
|
|
|
(15
|
)
|
Common stock repurchased
|
|
|
|
|
|
|
(356
|
)
|
|
|
(16,849
|
)
|
Payments on capital leases
|
|
|
(16
|
)
|
|
|
(23
|
)
|
|
|
|
|
Proceeds from exercises of stock options
|
|
|
331
|
|
|
|
5
|
|
|
|
145
|
|
Proceeds from issuance of common stock
|
|
|
317
|
|
|
|
791
|
|
|
|
766
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) financing activities
|
|
|
632
|
|
|
|
417
|
|
|
|
(15,953
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of foreign exchange rate changes on cash and cash
equivalents
|
|
|
|
|
|
|
12
|
|
|
|
(12
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from discontinued operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating activities
|
|
|
(2,472
|
)
|
|
|
(2,526
|
)
|
|
|
(4,902
|
)
|
Investing activities
|
|
|
(794
|
)
|
|
|
(1,198
|
)
|
|
|
(565
|
)
|
Financing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in discontinued operations
|
|
|
(3,266
|
)
|
|
|
(3,724
|
)
|
|
|
(5,467
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net change in cash and cash equivalents
|
|
|
21,160
|
|
|
|
(4,994
|
)
|
|
|
12,816
|
|
Cash and cash equivalents at beginning of year
|
|
|
33,998
|
|
|
|
38,992
|
|
|
|
26,176
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of year
|
|
$
|
55,158
|
|
|
$
|
33,998
|
|
|
$
|
38,992
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-cash transactions:
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed assets acquired under capital lease
|
|
$
|
|
|
|
$
|
|
|
|
$
|
36
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in unrealized gain (loss) on investments
|
|
$
|
(27
|
)
|
|
$
|
36
|
|
|
$
|
31
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capitalized stock-based compensation
|
|
$
|
5
|
|
|
$
|
5
|
|
|
$
|
27
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these
consolidated financial statements.
46
ENDWAVE
CORPORATION
Endwave Corporation (Endwave or the
Company) designs, manufactures and markets radio
frequency, or RF, products that enable the transmission,
reception and processing of high frequency RF signals. As a
result of the divestiture of the Companys Defense and
Security RF module business in April 2009, the Companys
products now consist of two key product lines:
|
|
|
|
|
The Companys transceiver modules that serve as the core RF
sub-system
in digital microwave radios are produced for telecommunication
network original equipment manufacturers and system integrators
located throughout the world, collectively referred to in this
report as telecom OEMs.
|
|
|
|
The Companys semiconductor product line consists of a wide
variety of monolithic microwave integrated circuits, or MMICs,
including amplifiers, voltage controlled oscillators, up and
down converters, variable gain amplifiers, voltage variable
attenuators, fixed attenuators and filters. These devices are
used not only in microwave radio transceiver modules, but may
also find wide application in other types of telecommunications
systems, as well as defense, homeland security, instrumentation
and consumer systems.
|
|
|
2.
|
Summary
of Significant Accounting Policies
|
Basis
of Consolidation
The accompanying consolidated financial statements of Endwave
include the financial results of its Defense and Security RF
module business as a discontinued operation for all periods
presented and have been prepared in conformity with accounting
principles generally accepted in the United States of America.
All significant intercompany accounts and transactions have been
eliminated.
On April 30, 2009, the Company sold its Defense and
Security RF module business to Microsemi Corporation
(Microsemi). The Companys financial statements
have been presented to reflect the Defense and Security RF
module business as a discontinued operation for all periods
presented. See additional discussion at Note 12,
Discontinued Operations.
Use of
Estimates
The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of
America requires management to make estimates and assumptions
that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those
estimates.
Revenue
Recognition
The Companys primary customers are telecom original
equipment manufacturers (OEM) and other systems
integrators that integrate the Companys products into
their systems. The Company recognizes product revenues at the
time title passes, which is generally upon product shipment and
when persuasive evidence of an arrangement exists, delivery has
occurred or services have been rendered, the Companys
price to the buyer is fixed or determinable, and collectibility
is reasonably assured. After title passes, there are no customer
acceptance requirements or other remaining obligations and
customers do not have a right of return. Revenues under
development contracts are generally recorded on a percentage of
completion basis, using project hours as the basis to measure
progress toward completing the contract and recognizing
revenues. The costs incurred under these development agreements
are expensed as incurred and included in research and
development expenses.
Warranty
The warranty periods for the Companys products are between
12 and 30 months from date of shipment. The Company
provides for estimated warranty expense at the time of shipment.
While the Company engages in extensive product quality programs
and processes, including actively monitoring and evaluating the
quality of
47
ENDWAVE
CORPORATION
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
component suppliers, its warranty obligation is affected by
product failure rates, material usage, and service delivery
costs incurred in correcting a product failure. Should actual
product failure rates, material usage, or service delivery costs
differ from the estimates, revisions to the estimated warranty
accrual and related costs may be required.
Changes in the Companys accrued warranty during the years
ended December 31, 2009 and 2008 are as follows:
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
|
|
(In thousands)
|
|
|
Balance at January 1
|
|
$
|
2,439
|
|
|
$
|
2,712
|
|
Warranties accrued
|
|
|
690
|
|
|
|
793
|
|
Warranties settled or reversed
|
|
|
(1,314
|
)
|
|
|
(1,066
|
)
|
Warranties transferred due to sale of the Defense and Security
RF module business
|
|
|
(728
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31
|
|
$
|
1,087
|
|
|
$
|
2,439
|
|
|
|
|
|
|
|
|
|
|
Allowance
for Doubtful Accounts
The Company maintains an allowance for doubtful accounts for
estimated losses resulting from the inability of its customers
to make required payments. The Company provides an allowance for
specific customer accounts where collection is doubtful and also
provides an allowance for other accounts based on historical
collection and write-off experience. If the financial condition
of customers were to deteriorate, resulting in an impairment of
their ability to make payments, additional allowances may be
required.
Cash
Equivalents and Short-Term Investments
The Company invests its excess cash primarily in highly liquid
investment grade commercial paper and money market accounts with
three United States banks. The Companys deposits are
generally in excess of federally insured amounts.
The Company considers all highly liquid investments with
maturities of 90 days or less from the date of purchase to
be cash equivalents. Management has classified the
Companys short-term investments as
available-for-sale
securities in the accompanying consolidated financial
statements.
Available-for-sale
securities are carried at fair value based on quoted market
prices, with unrealized gains and losses, net of tax, included
in accumulated other comprehensive income (loss) in
stockholders equity. Interest income is recorded using an
effective interest rate, with the associated premium or discount
amortized to interest income. Realized gains and losses and
declines in the value of securities determined to be
other-than-temporary
are included in interest and other income. The cost of
securities sold is based on the specific identification method.
Restricted
Cash
At December 31, 2008, the Company had a restricted cash
balance of $600,000, which represented a certificate of deposit
held by a financial institution as collateral for a letter of
credit in connection with the Companys building lease in
Folsom, California.
During the second quarter of 2009, the restricted cash was
released as Microsemi assumed the Companys building lease
in Folsom, California as a result of the sale of the
Companys Defense and Security RF module business to
Microsemi on April 30, 2009. See additional discussion at
Note 12, Discontinued Operations.
48
ENDWAVE
CORPORATION
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Inventory
Valuation
Inventories are stated at the lower of standard cost (determined
on a
first-in,
first-out basis) or market (net realizable value). Standard
costs approximate average actual costs. The Company makes
inventory provisions for estimated excess and obsolete inventory
based on managements assessment of future demand and
market conditions. If actual future demand or market conditions
are less favorable than those projected by management,
additional inventory write-downs may be required. During the
fourth quarter of 2009, the Company incurred an $878,000
write-down of inventory due to excess material related to a
rapid and unanticipated drop in sales of a legacy product.
Property
and Equipment
Property and equipment are stated at cost. Depreciation is
computed on a straight-line basis over the estimated useful
lives of the assets, ranging from three to seven years.
Leasehold improvements and assets acquired under capital lease
are amortized using the straight-line method based upon the
shorter of the estimated useful lives or the lease term of the
respective assets. Repairs and maintenance costs are charged to
expense as incurred.
|
|
|
|
|
|
|
Depreciable
|
|
|
Life
|
|
Software
|
|
|
3 years
|
|
Leasehold improvements
|
|
|
2 to 5 years
|
|
Machinery and equipment
|
|
|
5 to 7 years
|
|
Long-Lived
Assets
The Company reviews long-lived assets for impairment, whenever
certain events or changes in circumstances indicate that the
carrying amount of these assets may not be recoverable. Such
events or circumstances include, but are not limited to, a
prolonged industry downturn, or a significant reduction in
projected future cash flows.
For long-lived assets used in operations, the Company records
impairment losses when events and circumstances indicate that
these assets might be impaired and the undiscounted cash flows
estimated to be generated by those assets are less than the
carrying amounts of those assets. If less, the impairment losses
are based on the excess of the carrying amounts over their
respective fair values. Their fair values would then become the
new cost basis. Fair value is determined by discounted future
cash flows, appraisals, or other methods. For assets to be
disposed of other than by sale, impairment losses are measured
as the excess of their carrying amount over the salvage value,
if any, at the time the assets cease to be used.
Income
Taxes
Income taxes have been provided using the asset and liability
method. Deferred tax assets and liabilities are determined based
on the differences between financial reporting and tax bases of
assets and liabilities and are measured using the enacted tax
rates and laws that will be in effect when the differences are
expected to reverse.
The Company has adopted the accounting standard which provides
guidance on the provisions of accounting for uncertainty in
income taxes. It provides guidance on accounting for uncertainty
in income taxes recognized in the consolidated financial
statements and prescribes a recognition threshold and
measurement attribute for the financial statement recognition
and measurement of tax positions taken or expected to be taken
in a tax return. It also provides guidance on derecognition,
classification, interest and penalties, accounting in interim
periods, disclosure and transition. In accordance with the
Companys accounting policy, the Company recognizes accrued
interest and penalties related to unrecognized tax benefits as a
component of income tax expense.
49
ENDWAVE
CORPORATION
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Stock-Based
Compensation
The Company recognizes stock-based compensation for stock-based
awards exchanged for employee services. Stock-based compensation
cost is measured at the grant date, based on the fair value of
the award, and is recognized as expense over the requisite
service period. All of the Companys stock compensation is
accounted for as an equity instrument.
The Company has elected the alternative transition method for
calculating the tax effects of stock-based compensation. The
alternative transition method provides a simplified method to
establish the beginning balance of the additional paid-in
capital pool, or APIC Pool, related to the tax effects of
employee stock-based compensation, and to determine the
subsequent impact on the APIC Pool and consolidated statements
of cash flows of the tax effects of employee stock-based
compensation awards that are outstanding.
The Company uses the with and without approach to
determine the order in which its tax attributes are utilized.
The with and without approach results in the
recognition of the windfall stock option tax benefits after all
other tax attributes have been considered in the annual tax
accrual computation. The Company will only recognize a benefit
from stock-based compensation in paid-in capital if an
incremental tax benefit is realized after all other tax
attributes currently available to it have been utilized. In
addition, the Company has elected to account for the indirect
benefits of stock-based compensation on items such as the
alternative minimum tax, the research tax credit or the domestic
manufacturing deduction through the consolidated statements of
operations rather than through paid-in capital.
The Company accounts for stock options issued to nonemployees
based on the fair value of the awards also determined using the
Black-Scholes option-pricing model. The fair value of stock
options granted to nonemployees is remeasured as the stock
options vest, and the resulting change in value, if any, is
recognized in the Companys consolidated statement of
operations during the period the related services are rendered.
Research
and Development Expenses
Research and development expenses are charged to operating
expenses as incurred and 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.
Concentration
of Risk
The Company is potentially subject to significant concentrations
of credit risk including cash equivalents, short-term
investment, trade receivables and inventories.
The Company sells its products primarily to telecom OEMs and
other systems integrators. The Company performs ongoing credit
evaluations of its customers and generally does not require
collateral. The Company maintains reserves for potential credit
losses and excess and obsolete inventory. Concentrations of
credit risk with respect to trade accounts receivable and
inventories are due to the few number of entities comprising the
Companys customer base.
Revenues from two customers accounted for 70% and 18%,
respectively, of the Companys total revenues in 2009. As
of December 31, 2009, two customers accounted for 47% and
39%, respectively, of the Companys accounts receivable.
Revenues from one customer accounted for 83% of total revenues
in 2008. As of December 31, 2008, two customers accounted
for 31% and 12%, respectively, of the Companys accounts
receivable. Two customers accounted for 76% and 18%,
respectively, of total revenues in 2007. In addition, the
Company has purchased significant inventory balances to support
these customers.
In 2009, 2008, and 2007, 97%, 97% and 99%, respectively, of the
Companys total revenues were derived from sales invoiced
and shipped to customers outside the United States.
50
ENDWAVE
CORPORATION
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
The Company designs custom semiconductor devices. However, the
Company does not own or operate a semiconductor fabrication
facility (a foundry) and depends upon a limited
number of third parties to produce these components. The
Companys use of various third-party foundries gives it the
flexibility to use the process technology that is best suited
for each application and eliminates the need for the Company to
invest in and maintain its own foundry. The loss of the
Companys relationship with or access to the foundries it
currently uses, and any resulting delay or reduction in the
supply of semiconductors to the Company, would severely impact
the Companys ability to fulfill customer orders and could
damage its relationships with its customers.
The Company also may not be successful in forming alternative
supply arrangements that provide a sufficient supply of gallium
arsenide devices. Because there are limited numbers of
third-party foundries that use the particular process
technologies the Company selects for its products and have
sufficient capacity to meet its needs, using alternative or
additional third-party foundries would require an extensive
qualification process that could prevent or delay product
shipments and their associated revenues.
Because the Company does not own or control any of these
third-party semiconductor suppliers, any change in the corporate
structure or ownership of the corporations that own these
foundries, could have a negative effect on future relationships
and the ability to negotiate favorable supply agreements.
The Company outsources the assembly and testing of most of its
products to a Thailand facility of HANA Microelectronics Co.,
Ltd., or HANA, a contract manufacturer. The Company plans to
continue this arrangement as a key element of its operating
strategy. If HANA does not provide the Company with high quality
products and services in a timely manner, or terminates its
relationship with the Company, the Company may be unable to
obtain a satisfactory replacement to fulfill customer orders on
a timely basis. In the event of an interruption of supply from
HANA, sales of the Companys products could be delayed or
lost and the Companys reputation could be harmed. The
Companys manufacturing agreement with HANA currently
expires in October 2010 but will renew automatically for
successive one-year periods unless either party notifies the
other of its desire to terminate the agreement at least one year
prior to the expiration of the term. In addition, either party
may terminate the agreement without cause upon 365 days
prior written notice to the other party, and either party may
terminate the agreement if the non-terminating party is in
material breach and does not cure the breach within 30 days
after notice of the breach is given by the terminating party.
There can be no guarantee that HANA will not seek to terminate
its agreement with the Company.
The Company utilizes a number of customized components that need
to be qualified by our customers. This means that components in
our products cannot be easily changed without the risks and
delays associated with requalification. Accordingly, while a
number of the components used in the Companys products are
made by multiple suppliers, the Company may effectively have
single source suppliers for some of these components. In
addition, the Company currently purchases a number of components
from single source suppliers. Any delay or interruption in the
supply of these or other components could impair the
Companys ability to manufacture and deliver products, harm
the Companys reputation and cause a reduction in revenues.
Fair
Value of Financial Instruments
The amounts reported as cash and cash equivalents, accounts
receivable, note receivable, accounts payable and accrued
liabilities approximate fair value due to their short-term
maturities. The fair value for the Companys investments in
marketable debt securities is estimated based on quoted market
prices. Based upon borrowing rates currently available to the
Company for capital leases with similar terms, the carrying
value of its capital lease obligations approximates fair value.
51
ENDWAVE
CORPORATION
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
The following estimated fair value amounts have been determined
using available market information. However, considerable
judgment is required in interpreting market data to develop the
estimates of fair value. Accordingly, the estimates presented
herein are not necessarily indicative of the amounts that the
Company could realize in a current market exchange.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2009
|
|
|
|
|
|
|
Gross
|
|
|
Gross
|
|
|
|
|
|
|
Amortized
|
|
|
Unrealized
|
|
|
Unrealized
|
|
|
Estimated
|
|
|
|
Cost
|
|
|
Gains
|
|
|
Losses
|
|
|
Fair Value
|
|
|
|
|
|
|
(In thousands)
|
|
|
|
|
|
Investments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial paper
|
|
$
|
799
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
799
|
|
United States government agency
|
|
|
8,759
|
|
|
|
5
|
|
|
|
(2
|
)
|
|
|
8,762
|
|
Corporate securities
|
|
|
1,734
|
|
|
|
12
|
|
|
|
|
|
|
|
1,746
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
11,292
|
|
|
$
|
17
|
|
|
$
|
(2
|
)
|
|
$
|
11,307
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2008
|
|
|
|
|
|
|
Gross
|
|
|
Gross
|
|
|
|
|
|
|
Amortized
|
|
|
Unrealized
|
|
|
Unrealized
|
|
|
Estimated
|
|
|
|
Cost
|
|
|
Gains
|
|
|
Losses
|
|
|
Fair Value
|
|
|
|
|
|
|
(In thousands)
|
|
|
|
|
|
Investments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial paper
|
|
$
|
1,791
|
|
|
$
|
2
|
|
|
$
|
(3
|
)
|
|
$
|
1,790
|
|
United States government agency
|
|
|
6,690
|
|
|
|
35
|
|
|
|
|
|
|
|
6,725
|
|
Corporate securities
|
|
|
2,827
|
|
|
|
10
|
|
|
|
(2
|
)
|
|
|
2,835
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
11,308
|
|
|
$
|
47
|
|
|
$
|
(5
|
)
|
|
$
|
11,350
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31, 2009, the Company had $11.3 million of
short-term investments with maturities of less than one year and
no long-term investments.
At December 31, 2009, the Company had unrealized gains of
$17,000 related to $5.6 million of investments in debt
securities and unrealized losses of $2,000 related to
$4.9 million of investments in debt securities. These
securities were in an unrealized loss position for a period of
less than one year. The investments mature through 2010 and the
Company believes that it has the ability and intent to hold
these investments until the maturity date. Realized gains were
$57,000 for the years ended December 31, 2008. Realized
gains and losses were insignificant for the years ended
December 31, 2009 and 2007.
The Company reviews its investment portfolio to identify and
evaluate investments that have indications of possible
impairment. Factors considered in determining whether a loss is
temporary include the length of time and extent to which fair
value has been less than the cost basis, credit quality and the
Companys intent and ability not to sell the investment for
a period of time sufficient to allow for any anticipated
recovery in market value. If the Company believes the carrying
value of an investment is in excess of its fair value, and this
difference is
other-than-temporary,
it is the Companys policy to write down the investment to
reduce its carrying value to fair value.
52
ENDWAVE
CORPORATION
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Fair
Value Measurements
The following table summarizes the Companys financial
assets and liabilities measured at fair value on a recurring
basis as of December 31, 2009 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quoted Prices in
|
|
|
|
|
|
|
Balance as of
|
|
|
Active Markets of
|
|
|
Significant Other
|
|
|
|
December 31,
|
|
|
Identical Assets
|
|
|
Observable Inputs
|
|
|
|
2009
|
|
|
(Level 1)
|
|
|
(Level 2)
|
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash equivalents:
|
|
|
|
|
|
|
|
|
|
|
|
|
Money market funds
|
|
$
|
54,097
|
|
|
$
|
54,097
|
|
|
$
|
|
|
Short-term investments:
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial paper
|
|
|
799
|
|
|
|
|
|
|
|
799
|
|
United States government agency
|
|
|
8,762
|
|
|
|
|
|
|
|
8,762
|
|
Corporate securities
|
|
|
1,746
|
|
|
|
|
|
|
|
1,746
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
65,404
|
|
|
$
|
54,097
|
|
|
$
|
11,307
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities:
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
The Companys financial assets and liabilities are valued
using market prices on both active markets
(Level 1) and less active markets (Level 2).
Level 1 instrument valuations are obtained from real-time
quotes for transactions in active exchange markets involving
identical assets. Level 2 instrument valuations are
obtained from readily-available pricing sources for comparable
instruments. As of December 31, 2009, the Company did not
have any assets or liabilities without observable market values
that would require a high level of judgment to determine fair
value (Level 3).
Foreign
Currency Transactions
The U.S. dollar is the functional currency for the
Companys foreign operations. In consolidation, monetary
assets and liabilities denominated in
non-U.S. currencies,
such as cash and payables, have been remeasured to the
U.S. dollar using the current exchange rate. Non-monetary
assets and liabilities and capital accounts denominated in
non-U.S. currencies
have been remeasured to the U.S. dollar using the
historical exchange rate. Expense items relating to monetary
assets denominated in
non-U.S. currencies
have been remeasured to the U.S. dollar using the average
exchange rate for the period. Gains and losses from intercompany
transactions and balances for which settlement is not planned or
anticipated in the foreseeable future are accumulated as a
separate component of stockholders equity. All other gains
and losses resulting from foreign currency translation and
transactions denominated in currencies other than the
U.S. dollar are included in operations and have been
immaterial for all periods presented.
Comprehensive
Income (Loss)
Comprehensive income (loss) generally represents all changes in
stockholders equity except those resulting from
investments or contributions by stockholders. The Companys
unrealized gains and losses on its
available-for-sale
securities and gains and losses resulting from foreign exchange
translations represent the only components of comprehensive
income (loss) excluded from the reported net income (loss) and
are displayed in the statements of stockholders equity.
53
ENDWAVE
CORPORATION
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
The components of accumulated other comprehensive income were as
follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
Accumulated other comprehensive income:
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustments
|
|
$
|
|
|
|
$
|
|
|
Unrealized gain on investments
|
|
|
15
|
|
|
|
42
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
15
|
|
|
$
|
42
|
|
|
|
|
|
|
|
|
|
|
Net
Income (Loss) Per Share
Basic net income (loss) per share is computed by dividing net
income (loss) by the weighted average number of common shares
outstanding for the period. Diluted net income (loss) per share
is computed by dividing the net income (loss) for the period by
the weighted average number of shares of common stock and
potential common stock equivalents outstanding during the
period, if dilutive. Potential common stock equivalents include
convertible preferred stock, warrants to purchase convertible
preferred stock, stock options to purchase common stock, and
shares to be purchased in connection with the Companys
employee stock purchase plan.
The shares used in the computation of the Companys basic
and diluted net income (loss) per common share were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
Weighted average common shares outstanding basic
|
|
|
9,526,358
|
|
|
|
9,211,110
|
|
|
|
11,563,716
|
|
Dilutive effect of convertible preferred stock
|
|
|
|
|
|
|
|
|
|
|
3,000,000
|
|
Dilutive effect of employee stock options
|
|
|
|
|
|
|
|
|
|
|
208,655
|
|
Dilutive effect of the Companys stock purchase plan
|
|
|
|
|
|
|
|
|
|
|
5,376
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding diluted
|
|
|
9,526,358
|
|
|
|
9,211,110
|
|
|
|
14,777,747
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following outstanding shares of common stock equivalents
were excluded from the computation of diluted net income (loss)
per share for the periods presented because including them would
have been antidilutive:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
Convertible preferred stock
|
|
|
3,000,000
|
|
|
|
3,000,000
|
|
|
|
|
|
Stock options to purchase common stock
|
|
|
1,010,561
|
|
|
|
3,008,917
|
|
|
|
1,603,065
|
|
Warrant to purchase convertible preferred stock
|
|
|
|
|
|
|
900,000
|
|
|
|
900,000
|
|
Shares issuable under the employee stock purchase plan
|
|
|
46,113
|
|
|
|
128,589
|
|
|
|
|
|
In 2009 and 2008, basic and diluted net loss per share is the
same due to the Companys loss from continuing operations.
In 2007, stock options to purchase common stock and the warrant
to purchase convertible preferred stock were not included in the
net income per share calculations as their inclusion would have
been antidilutive as the exercise prices for those options and
warrant are greater than the average market price of the
Companys common stock.
Advertising
Costs
The Company expenses all advertising costs as incurred and the
amounts were not material for any of the periods presented.
54
ENDWAVE
CORPORATION
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Recent
Accounting Pronouncements
In October 2009, the Financial Accounting Standards Board
(FASB) FASB issued new standards for revenue
recognition with multiple deliverables. These new standards
impact the determination of when the individual deliverables
included in a multiple-element arrangement may be treated as
separate units of accounting. Additionally, these new standards
modify the manner in which the transaction consideration is
allocated across the separately identified deliverables by no
longer permitting the residual method of allocating arrangement
consideration. These new standards are required to be adopted in
the first quarter of 2011; however, early adoption is permitted.
The Company does not expect these new standards to significantly
impact its consolidated financial statements.
In October 2009, the FASB issued new standards for the
accounting for certain revenue arrangements that include
software elements. These new standards amend the scope of
pre-existing software revenue guidance by removing from the
guidance non-software components of tangible products and
certain software components of tangible products. These new
standards are required to be adopted in the first quarter of
2011; however, early adoption is permitted. The Company does not
expect these new standards to significantly impact its
consolidated financial statements.
In January 2010, the FASB issued amended standards that require
additional fair value disclosures. These amended standards
require disclosures about inputs and valuation techniques used
to measure fair value as well as disclosures about significant
transfers, beginning in the first quarter of 2010. The Company
does not expect these new standards to significantly impact its
consolidated financial statements.
|
|
3.
|
Goodwill
and Other Intangible Assets
|
Goodwill
During the fourth quarter of 2008, the Company determined that
indicators of potential impairment were present based on the
fair value of the Companys common stock relative to its
book value, revised estimates for future revenues and the
continued worsening of the global economy. As a result, the
Company assessed the carrying value of acquired goodwill and
intangible assets with an indefinite life for impairment. Based
on the fair market value of the business and the Companys
discounted future cash flow and revenue projections, the Company
recorded a non-cash impairment charge of $3.0 million for
goodwill, $1.6 million associated with the purchase of JCA
Technology, Inc. (JCA) in July 2004 and
$1.4 million associated with the purchase of ALC Microwave,
Inc. (ALC) in April 2007. The impairment charges are
included in loss from discontinued operations.
Intangible
Assets
In April 2007, as part of the ALC acquisition, the Company
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.
In July 2004, as part of the JCA acquisition, the Company
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.
During the fourth quarter of 2008, the Company reviewed its
long-lived assets for indicators of impairment. Based on reduced
estimates of future revenues and future negative cash flow, the
Company identified potential indicators of impairment. As a
result, the Company compared the fair value of its long-lived
assets to their carrying value. Based on the Companys
discounted future cash flow and revenue projections, the Company
recorded a non-cash impairment charge of $2.1 million for
intangible assets with a defined useful life. The impairment
charges represent the excess of the carrying value of these
assets over their fair value. The impairment charges are
included in loss from discontinued operations.
55
ENDWAVE
CORPORATION
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
In addition, the Company assessed the carrying value of
intangible assets with an indefinite life for impairment. Based
on the fair market value of the business and the Companys
discounted future cash flow and revenue projections, the Company
recorded non-cash impairment charges of $1.1 million for
the intangible asset with an indefinite life. The impairment
charges are included in discontinued operations.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2008
|
|
|
|
Gross
|
|
|
|
|
|
Net
|
|
|
|
Carrying
|
|
|
Accumulated
|
|
|
Carrying
|
|
|
|
Amount
|
|
|
Amortization
|
|
|
Amount
|
|
|
Developed technology
|
|
$
|
3,130
|
|
|
$
|
(3130
|
)
|
|
$
|
|
|
Tradename
|
|
|
1,290
|
|
|
|
(1,290
|
)
|
|
|
|
|
Customer relationships
|
|
|
1,680
|
|
|
|
(1,680
|
)
|
|
|
|
|
Customer backlog
|
|
|
700
|
|
|
|
(700
|
)
|
|
|
|
|
Non-compete agreement
|
|
|
370
|
|
|
|
(370
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total intangible assets
|
|
$
|
7,170
|
|
|
$
|
(7,170
|
)
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The amortization of developed technology was a charge to cost of
product revenues and was $596,000 and $548,000 in 2008 and 2007,
respectively. Amortization of all other intangible assets was a
charge to operating expenses and was $716,000, and $531,000 in
2008 and 2007, respectively. All amortization charges have been
reclassified to income (loss) from discontinued operations as
they related to intangible assets of the Defense and Security RF
module business.
Inventories comprised the following at December 31 (in
thousands):
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
|
Raw materials
|
|
$
|
4,046
|
|
|
$
|
8,452
|
|
Work in process
|
|
|
292
|
|
|
|
1,574
|
|
Finished goods
|
|
|
541
|
|
|
|
4,428
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
4,879
|
|
|
$
|
14,454
|
|
|
|
|
|
|
|
|
|
|
Included in inventories at December 31, 2008 was
$4.9 million related to the Defense and Security RF module
business which was sold in April 2009. See additional
discussion at Note 12, Discontinued Operations.
During the third quarter of 2008, the Company was issued a note
receivable by one of its customers, Allgon Microwave Corporation
AB (Allgon), which previously failed to meet the
terms of its account payable to the Company. The note was in the
principal amount of $545,000, with payments of $25,000 due on a
weekly basis. The note was to be paid in full by the end of the
first quarter of 2009.
During the third and fourth quarters of 2008, Allgon made the
first five payments under the note. However, during the fourth
quarter of 2008, Allgon went in default on the note and filed
for bankruptcy protection. At the time of default, the note
receivable balance was $420,000. Based on Allgons
bankruptcy liquidation and the related estimates of payments to
Allgons creditors, the Company reserved 100% or $420,000
of the remaining balance of the note receivable.
Subsequent to Allgons default on the note receivable, the
Company filed a complaint alleging that Allgons parent
company, Advantech Advanced Microwave Technologies Inc. of
Montreal, Canada (Advantech), had breached its
contractual obligations with the Company and owes the Company
$994,500 including the note
56
ENDWAVE
CORPORATION
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
receivable, purchased inventory and authorized and accepted
purchase orders resulting in shippable finished goods. See
additional discussion at Note 11, Commitments and
Contingencies.
|
|
6.
|
Property
and Equipment
|
Property and equipment consist of the following at December 31
(in thousands):
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
|
Machinery and equipment
|
|
$
|
8,135
|
|
|
$
|
14,591
|
|
Software
|
|
|
1,064
|
|
|
|
1,038
|
|
Leasehold improvements
|
|
|
605
|
|
|
|
1,225
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,804
|
|
|
|
16,854
|
|
Less accumulated depreciation
|
|
|
(8,008
|
)
|
|
|
(12,634
|
)
|
|
|
|
|
|
|
|
|
|
Property and equipment, net
|
|
$
|
1,796
|
|
|
$
|
4,220
|
|
|
|
|
|
|
|
|
|
|
Included in property and equipment, net at December 31,
2008 was $2.1 million related to the Defense and Security
RF module business which was sold in April 2009. See
additional discussion at note 12, Discontinued Operations.
During the first quarter of 2009, the Company occupied a lease
in Salem, New Hampshire. For this property, the Company
capitalized $99,000 of leasehold improvements that will be
depreciated over the remaining life of the lease ending in 2013.
During the third quarter of 2006, the Company moved its
corporate headquarters to San Jose, California. For this
property, the Company capitalized $496,000 of leasehold
improvements that will be depreciated over the remaining life of
the lease ending in 2011.
During the second quarter of 2004, the Company finalized the
sale of its land and buildings located in Diamond Springs,
California. The Company received $4.3 million for the land
and buildings, net of related closing costs and legal fees. The
net book value of the property on the date of sale was
$3.5 million. At the time of the closing, the Company
entered into a five-year operating lease with the new owner for
one of the buildings. As a result of the sale-leaseback
transaction, the Company recognized a gain of $770,000 on a
straight-line basis over the term of the lease, which expired in
June 2009. Deferred gain recognized on the sale-leaseback was
approximately $76,000, $154,000, and $154,000 for the years
ended December 31, 2009, 2008 and 2007, respectively, and
is included in interest and other income, net in the
consolidated statements of operations.
At December 31, 2009, the Company had $36,000 of capital
leased equipment with an accumulated depreciation of $25,000
which is included in machinery and equipment. At
December 31, 2008, the Company had $66,000 of capital
leased equipment with an accumulated depreciation of $32,000
which is included in machinery and equipment. The decrease in
the Companys capital leased equipment from
December 31, 2008 is primarily due to the sale of the
Defense and Security RF module business in April 2009 which
included the capital leased equipment and related depreciation
for that division.
57
ENDWAVE
CORPORATION
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
The Company operates in a single business segment. Although the
Company sells to customers in various geographic regions
throughout the world, the end users may be located elsewhere.
The Companys total revenues by billing location for the
years ended December 31 were as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
United States
|
|
$
|
605
|
|
|
|
3.1
|
%
|
|
$
|
1,064
|
|
|
|
2.7
|
%
|
|
$
|
247
|
|
|
|
0.6
|
%
|
Finland
|
|
|
9,997
|
|
|
|
51.3
|
%
|
|
|
31,266
|
|
|
|
80.8
|
%
|
|
|
29,567
|
|
|
|
66.7
|
%
|
Germany
|
|
|
3,567
|
|
|
|
18.3
|
%
|
|
|
|
|
|
|
0.0
|
%
|
|
|
|
|
|
|
0.0
|
%
|
Hungary
|
|
|
1,595
|
|
|
|
8.2
|
%
|
|
|
1,223
|
|
|
|
3.2
|
%
|
|
|
1,308
|
|
|
|
3.0
|
%
|
Italy
|
|
|
49
|
|
|
|
0.2
|
%
|
|
|
732
|
|
|
|
1.9
|
%
|
|
|
3,462
|
|
|
|
7.8
|
%
|
Norway
|
|
|
56
|
|
|
|
0.3
|
%
|
|
|
70
|
|
|
|
0.2
|
%
|
|
|
3,551
|
|
|
|
8.0
|
%
|
Slovakia
|
|
|
3,478
|
|
|
|
17.8
|
%
|
|
|
3,288
|
|
|
|
8.5
|
%
|
|
|
2,934
|
|
|
|
6.6
|
%
|
Rest of the world
|
|
|
155
|
|
|
|
0.8
|
%
|
|
|
1,053
|
|
|
|
2.7
|
%
|
|
|
3,260
|
|
|
|
7.3
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
19,502
|
|
|
|
100.0
|
%
|
|
$
|
38,686
|
|
|
|
100.0
|
%
|
|
$
|
44,329
|
|
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the year ended December 31, 2009, revenues from Nokia
Siemens Networks and its manufacturing partner, SRI Radio
Systems, and Nera accounted for 70% and 18% of total revenues,
respectively. For the year ended December 31, 2008,
revenues from Nokia Siemens Networks, accounted for 83% of total
revenues. For the year ended December 31, 2007, Nokia
Siemens Networks (including Nokia and Siemens AG revenues for
2007 prior to their merger) and Nera accounted for 76% and 18%
of total revenues, respectively.
Substantially all long-lived assets are located in the United
States of America and Thailand.
|
|
8.
|
Stock-Based
Compensation
|
Stock
Option Exchange
2009
Exchange Offer
On August 11, 2009, the Company filed a Tender Offer
Statement on Schedule TO with the Securities and Exchange
Commission. The tender offer related to an offer by the Company
to certain optionholders to exchange some or all of their
outstanding stock option grants to purchase shares of the
Companys common stock granted under the Companys
2007 Equity Incentive Plan with an exercise price per share
greater than $5.00 for new option grants at an exchange ratio of
three old options for one new option. The exchange offer was
made to employees and directors of the Company who, as of the
date the exchange offer commenced, were actively employed and
held 1,570,938 eligible options. The exchange offer expired on
September 9, 2009. 1,559,113 options participated in the
exchange offer and were exchanged for 519,624 new options. The
new options primarily have a two-year vesting period. All new
options have an exercise price of $2.53 per share, the closing
price of the Companys common stock on September 10,
2009.
The exchange of original options for new options was treated as
a modification of the original options. As such, the Company
will continue to incur compensation cost for the incremental
difference between the fair value of the new options and the
fair value of the original options immediately before
modification, reflecting the current facts and circumstances on
the modification date, over the expected term of the new
options. Since the incremental difference between the fair value
of the new options and the fair value of the original options
immediately before modification was immaterial, the value of the
options of $661,000 is primarily due to the carry-forward value
of the old options into the new options.
58
ENDWAVE
CORPORATION
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
2008
Exchange Offer
On January 4, 2008, the Company filed a Tender Offer
Statement on Schedule TO with the Securities and Exchange
Commission. The tender offer related to an offer by the Company
to certain optionholders to exchange some or all of their
outstanding stock option grants under the Companys 2007
Equity Incentive Plan with an exercise price per share greater
than or equal to $21.47 for new option grants. The exchange
offer was made to employees and directors of the Company who, as
of the date the exchange offer commenced, were actively employed
by or otherwise providing services to the Company and held
eligible option grants. The exchange offer expired on
February 6, 2008. A total of 331,950 stock options were
eligible to participate in the exchange offer and a total of
327,921 options were exchanged. The exercise price of the new
option grants was $6.59, the closing price of the Companys
common stock on February 7, 2008.
The exchange of original options for new options was treated as
a modification of the original options, As such, the Company
will continue to incur compensation cost for the incremental
difference between the fair value of the new options and the
fair value of the original options immediately before
modification, reflecting the current facts and circumstances on
the modification date, over the expected term of the new
options. The incremental expense related to the Exchange Offer
was $607,000 prior to forfeitures.
Stock
Based Compensation
Stock-based compensation cost is measured at the grant date,
based on the fair value of the award, and is recognized as
expense over the requisite service period. All of the
Companys stock compensation is accounted for as an equity
instrument.
The effect of recording stock-based compensation for the years
ended December 31 were as follows (in thousands, except per
share data):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
Stock-based compensation expense by type of award:
|
|
|
|
|
|
|
|
|
|
|
|
|
Employee stock options
|
|
$
|
2,166
|
|
|
$
|
3,434
|
|
|
$
|
3,653
|
|
Employee stock purchase plan
|
|
|
179
|
|
|
|
666
|
|
|
|
488
|
|
Amounts capitalized into inventory during the year
|
|
|
(46
|
)
|
|
|
(65
|
)
|
|
|
(60
|
)
|
Amounts capitalized as inventory and expensed
|
|
|
41
|
|
|
|
60
|
|
|
|
33
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total stock-based compensation
|
|
|
2,340
|
|
|
|
4,095
|
|
|
|
4,114
|
|
Tax effect on stock-based compensation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total stock-based compensation expense
|
|
$
|
2,340
|
|
|
$
|
4,095
|
|
|
$
|
4,114
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Impact on basic and diluted net income (loss) per share
|
|
$
|
(0.25
|
)
|
|
$
|
(0.44
|
)
|
|
$
|
(0.36
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
During the year ended December 31, 2009, the Company
granted options to purchase 1,082,924 shares of common
stock, including 519,624 options granted as part of the 2009
exchange offer noted above. The 519,624 options granted as part
of the 2009 exchange offer had an estimated total grant-date
fair value of $661,000 or $1.27 per option. The remaining
563,300 options had an estimated total grant-date fair value of
$596,000 or $1.06 per option. The total estimated grant-date
fair value of all 1,082,924 options granted was
$1.3 million. Of this amount, the Company estimated that
the stock-based compensation expense of the awards not expected
to vest was a total of $274,000.
During the three months ended June 30, 2009, the Company
fully accelerated the vesting of 165,600 options in connection
with the closing of the Microsemi transaction and certain
restructuring activities. The Company
59
ENDWAVE
CORPORATION
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
recorded additional stock-based compensation expense of $66,000
relating to the incremental value of the fully vested modified
awards.
During the three months ended December 31, 2009, the
Company fully accelerated the vesting of 223,352 options in
connection with certain restructuring activities. The Company
recorded additional stock-based compensation expense of $164,000
relating to the incremental value of the fully vested modified
awards.
During the year ended December 31, 2008, the Company
granted options to purchase 1,025,821 shares of common
stock, including 327,921 options granted as part of the 2008
exchange offer noted above. The 327,921 options granted as part
of the 2008 exchange offer had an estimated total grant-date
fair value of $607,000 or $1.85 per option. The remaining
697,900 options had an estimated total grant-date fair value of
$2.2 million or $3.20 per option. The total estimated
grant-date fair value of all 1,025,821 options granted was
$2.8 million. Of this amount, the Company estimated that
the stock-based compensation expense of the awards not expected
to vest was a total of $810,000.
During the year ended December 31, 2007, the Company
granted options to purchase 796,150 shares of its common
stock with an estimated total grant date fair value of
$5.0 million. Of this amount, the Company estimated that
the stock-based compensation for the awards not expected to vest
was $1.5 million.
As of December 31, 2009, the unrecorded stock-based
compensation balance related to all stock options was $615,000,
net of estimated forfeitures, and will be recognized over an
estimated weighted-average employee service period of
1.1 years. As of December 31, 2009, the unrecorded
deferred stock-based compensation balance related to the stock
purchase plan was $200,000 and will be recognized over an
estimated weighted average employee service period of
0.5 years.
Valuation
Assumptions
The fair value of each option grant is estimated on the date of
grant using the Black-Scholes option valuation model and the
graded-vesting method with the following weighted-average
assumptions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
2009
|
|
2008
|
|
2007
|
|
Stock Option Plans
|
|
|
|
|
|
|
|
|
|
|
|
|
Expected dividend yield
|
|
|
0.0
|
%
|
|
|
0.0
|
%
|
|
|
0.0
|
%
|
Expected stock price volatility
|
|
|
70
|
%
|
|
|
70
|
%
|
|
|
70
|
%
|
Risk free interest rate
|
|
|
1.43 - 2.53
|
%
|
|
|
1.80 - 3.39
|
%
|
|
|
3.77 - 4.80
|
%
|
Expected life of options in years
|
|
|
4.1 years
|
|
|
|
3.6 years
|
|
|
|
4.0 years
|
|
The fair value of shares under the employee stock purchase plan
is estimated using the Black-Scholes valuation model and the
graded-vesting method with the following weighted average
assumptions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
2009
|
|
2008
|
|
2007
|
|
Employee Stock Purchase Plan
|
|
|
|
|
|
|
|
|
|
|
|
|
Expected dividend yield
|
|
|
0.0
|
%
|
|
|
0.0
|
%
|
|
|
0.0
|
%
|
Expected stock price volatility
|
|
|
51
|
%
|
|
|
51
|
%
|
|
|
51
|
%
|
Risk free interest rate
|
|
|
0.16 - 0.95
|
%
|
|
|
1.61 - 4.74
|
%
|
|
|
3.97 - 4.67
|
%
|
Expected life of options in years
|
|
|
1.2 years
|
|
|
|
1.1 - 1.2 years
|
|
|
|
1.2 years
|
|
The dividend yield of zero is based on the fact that the Company
has never paid cash dividends and has no present intention to
pay cash dividends. Expected volatility is based on the
combination of historical volatility of the Companys
common stock over the period commensurate with the expected life
of the options and other factors. The risk-free interest rates
are taken from the Daily Federal Yield Curve Rates as of the
grant dates as published by
60
ENDWAVE
CORPORATION
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
the Federal Reserve and represent the yields on actively traded
Treasury securities for terms equal to the expected term of the
options. The expected term calculation is based on the
Companys observed historical option exercise behavior and
post-vesting forfeitures of options by employees.
The weighted average grant date fair value for options granted
during 2009, 2008 and 2007 was $1.16, $2.77, and $6.34, per
share, respectively. The total intrinsic value of options
exercised during the years ended December 31, 2009, 2008
and 2007 was $145,000, $7,000, $152,000, respectively.
The weighted average grant date fair value of purchase rights
granted under the employee stock purchase plan during the year
was $0.59, $1.17, $2.53 for 2009, 2008, and 2007, respectively.
Preferred
Stock and Warrant Purchase Agreement
The Company had 5,000,000 shares of convertible preferred
stock authorized as December 31, 2009 and 2008.
Effective April 24, 2006, the Company entered into a
Preferred Stock and Warrant Purchase Agreement (the
purchase agreement) with Oak Investment Partners XI,
Limited Partnership (Oak). Pursuant to the purchase
agreement, Oak purchased 300,000 shares of the
Companys Series B preferred stock, par value $0.001
per share, for $150 per preferred share. The preferred shares
are convertible initially into 3,000,000 shares of common
stock, for an effective purchase price of $15 per common share
equivalent. The preferred shares will be automatically converted
into common stock on the first date after April 24, 2008 on
which the volume weighted average price of the common stock of
the Company for the thirty business days immediately preceding
the date of measurement is above $37.50. The Company also issued
Oak a warrant (the Warrant) granting Oak the right
to purchase an additional 90,000 shares of Series B
preferred stock at an exercise price of $150 per share, which
shares are convertible initially into 900,000 shares of
common stock for an effective exercise price of $15 per common
share equivalent. The Warrant was sold for a purchase price of
$33,750, expires three years from the date of purchase and
includes a cashless exercise feature.
The Company received gross proceeds of $45.0 million from
the sale of the Series B preferred stock and the Warrant
and net proceeds of $43.1 million after the payment of
legal fees and other expenses, including commissions to
Needham & Co., the Companys sole placement agent
and financial advisor for the private placement. The
Series B preferred stock and the Warrant were issued
pursuant to an exemption from registration provided by
Section 4(2) of the Securities Act of 1933, as amended.
The Company was required to allocate the gross proceeds of the
Oak financing to the shares of Series B preferred stock and
the Warrant, based on the relative fair values of the
securities. The Company determined the relative fair values of
the securities using a valuation analysis. In order to determine
the value of the Companys Series B preferred stock
and related Warrant, an equity allocation model based on the
Black-Scholes valuation model as of the valuation date was
utilized.
The analysis allocated the aggregate equity value to the various
securities in the Companys capital structure in accordance
with each securitys rights and privileges. The
Black-Scholes valuation model is a widely accepted formula used
to estimate the value of options based on variables including
the time to expiration, volatility and prevailing risk-free
interest rate. The analysis used the Black-Scholes valuation
model and included the following variables: 3 years for the
time to expiration, 55% volatility, 0% dividend rate and 4.97%
risk-free interest rate. Through this analysis, the estimated
aggregate value of the Series B preferred stock and the
Warrant on a marketable, minority interest basis was
$40.7 million and $4.3 million, respectively, for an
effective conversion price of the Series B preferred stock
of $13.57 per common share.
The fair value of the common stock on the commitment date was
$13.35 per share. Because the effective conversion price of the
Series B preferred stock was in excess of this amount, the
issuance of the Series B preferred
61
ENDWAVE
CORPORATION
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
stock and Warrant did not result in a deemed dividend and
beneficial conversion feature. The warrant expired on
April 24, 2009.
On January 21, 2010, the Company repurchased all
300,000 shares of its preferred stock held by Oak
Investment Partners XI, Limited Partnership for
$36.0 million in cash. This represented
3,000,000 shares of Endwave common stock on an as-converted
basis. Such shares had entitled Oak to a liquidation preference
equal to its original investment of $45.0 million before
any proceeds from a liquidation or sale of the company would
have been paid to the holders of Endwaves common stock.
Common
Stock
On December 21, 2007, the Company, Wood River Partners,
L.P. and Wood River Partners Offshore, Ltd. (the Wood
River Funds) and the court-appointed receiver (the
Receiver) for the Wood River Funds, Wood River
Capital Management, L.L.C. and Wood River Associates, L.L.C.
(together with the Wood River Funds, the Wood River
Entities) entered into the stock purchase agreement (the
Stock Purchase Agreement). Pursuant to the Stock
Purchase Agreement, on December 24, 2007 the Company
repurchased 2,502,247 shares of its common stock held by
the Wood River Funds (the Stock Repurchase). The
remaining 1,600,000 shares of the Companys common
stock owned by the Wood River Funds were sold to certain
institutional investors (the Investors). The price
paid by Endwave and the Investors was $6.83 per share in cash.
On the date of repurchase, Endwave common stock traded at a high
of $6.97 and a low of $6.66.
Upon the consummation of the Stock Repurchase, (a) the Wood
River Entities reimbursed the Company $300,000 for professional
expenses incurred by the Company, (b) the Registration
Rights Agreement, dated as of May 23, 2007, between the
Company and the Receiver terminated, and (c) certain mutual
releases of claims between the Company and the Receiver became
effective. Including the $300,000 reimbursement from the Wood
River Entities, the Company incurred net expenses of $115,000
related to financial advisory fees, legal fees and other
expenses. The total price paid by the Company for the repurchase
of the shares including expenses was $17.2 million.
At December 31, 2009, the Company had reserved
4,421,105 shares of common stock for issuance in connection
with its stock option plans, 363,832 shares in connection
with its employee stock purchase plan and 3,000,000 shares
in connection with the conversion of the outstanding preferred
stock. On January 21, 2010, the Company repurchased all
300,000 shares of its preferred stock.
Employee
Stock Purchase Plan
In October 2000, the Company established the Endwave Corporation
Employee Stock Purchase Plan (Purchase Plan). All
employees who work a minimum of 20 hours per week and are
customarily employed by the Company (or an affiliate thereof)
for at least five months per calendar year are eligible to
participate. Under this plan, employees may purchase shares of
common stock through payroll deductions of up to 15% of their
earnings with a limit of 3,000 shares per offering period
under the Purchase Plan. The price paid for the Companys
common stock purchased under the Purchase Plan is equal to 85%
of the lower of the fair market value of the Companys
common stock on the date of commencement of participation by an
employee in an offering under the Purchase Plan or the date of
purchase. During 2009, there were 141,235 shares issued
under the Purchase Plan at a weighted average price of $2.25 per
share. During 2008, there were 207,222 shares issued under
the Purchase Plan at a weighted average price of $3.82 per
share. In 2007, there were 97,838 shares issued under the
Purchase Plan at a weighted average price of $7.83 per share.
62
ENDWAVE
CORPORATION
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Stock
Option Plans
The Companys 1992 Stock Option Plan (the 1992
Plan) was adopted in September 1992, amended in April
1999, and terminated in March 2000 such that no further options
could be granted thereunder; however, previously granted and
unexercised options remain outstanding and governed by the terms
of the 1992 Plan.
The Companys 2000 Stock Option Plan (the 2000
Plan) was adopted in March 2000, amended in July 2000, and
in July 2007 was succeeded by the 2007 Equity Incentive Plan.
All shares reserved for issuance under the 2000 Plan were
carried over into the 2007 Plan.
The Companys 2007 Stock Option Plan (the 2007
Plan) was adopted in July 2007 as the successor and
continuation of the 2000 Plan and provides for the issuance of
options to purchase common stock to directors, employees, and
consultants. The 2007 Plan provides for annual reserve increases
to the number of authorized shares beginning January 1,
2008 through January 1, 2012. Under the 2007 Plan,
incentive stock options are granted under the plan at exercise
prices not less than fair value and non-statutory stock options
are granted at an exercise price not less than 85% of the fair
value on the date of grant, as determined by the closing sales
price of the Companys common stock. Options granted under
the 2007 Plan generally have a ten-year term. Options vest and
become exercisable as specified in each individuals option
agreement, generally over a two to four year period. Subject to
approval by the Companys board of directors, options may
be exercised early; however, in such event the unvested shares
are subject to a repurchase option by the Company upon
termination of the individuals employment or services. As
of December 31, 2009, the 2007 Plan provides for the
issuance of up to 1,010,561 shares of common stock to
directors, employees and consultants upon the exercise of
options outstanding.
The Companys 2000 Non-Employee Directors Stock
Option Plan (Director Plan) was adopted in October
2000. The Director Plan provides for non-statutory stock option
grants to non-employee directors. New non-employee directors
receive an initial grant of 20,000 shares when an
individual first becomes a non-employee director of the Company
and each non-employee director receives an annual automatic
grant of 10,000 shares (which will be reduced pro-rata if
an individual did not serve as a director for the full year of
the preceding fiscal year). Options granted under the plan to
non-employee directors are granted at fair market value on the
date of grant, provide for monthly vesting over a one-year
period and have a ten-year term. As of December 31, 2009,
the Director Plan provides for the issuance of up to
1,823 shares of common stock to non-employee directors upon
the exercise of options outstanding.
The Company granted options to non-employee directors to
purchase 117,143 and 60,000 shares of the Companys
common stock under the 2007 Plan for the years ended
December 31, 2009 and 2008, respectively. The Company
granted options to non-employee directors to purchase
30,000 shares of the Companys common stock under the
2007 Plan for the year ended December 31, 2007.
The Companys equity incentive program is a broad-based,
long-term retention program designed to align stockholder and
employee interests. Upon exercise of stock options, the Company
issues shares from the shares reserved under the Companys
stock option plans.
63
ENDWAVE
CORPORATION
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
The following table summarizes activity under the equity
incentive plans for the indicated periods:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
|
|
|
|
|
|
|
|
|
|
Weighted
|
|
|
Average
|
|
|
|
|
|
|
|
|
|
Average
|
|
|
Remaining
|
|
|
Aggregate
|
|
|
|
Number of
|
|
|
Exercise
|
|
|
Contractual
|
|
|
Intrinsic
|
|
|
|
Shares
|
|
|
Price
|
|
|
Term (Years)
|
|
|
Value
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands)
|
|
|
Outstanding at December 31, 2006
|
|
|
1,732,669
|
|
|
$
|
13.59
|
|
|
|
|
|
|
|
|
|
Options granted
|
|
|
796,150
|
|
|
|
12.10
|
|
|
|
|
|
|
|
|
|
Options exercised
|
|
|
(24,685
|
)
|
|
|
5.88
|
|
|
|
|
|
|
|
|
|
Options cancelled
|
|
|
(38,698
|
)
|
|
|
13.46
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at December 31, 2007
|
|
|
2,465,436
|
|
|
|
1.91
|
|
|
|
|
|
|
|
|
|
Options granted
|
|
|
1,025,821
|
|
|
|
6.44
|
|
|
|
|
|
|
|
|
|
Options exercised
|
|
|
(2,748
|
)
|
|
|
1.90
|
|
|
|
|
|
|
|
|
|
Options cancelled
|
|
|
(479,592
|
)
|
|
|
23.66
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at December 31, 2008
|
|
|
3,008,917
|
|
|
|
9.23
|
|
|
|
|
|
|
|
|
|
Options granted
|
|
|
1,082,924
|
|
|
|
2.21
|
|
|
|
|
|
|
|
|
|
Options exercised
|
|
|
(198,079
|
)
|
|
|
1.67
|
|
|
|
|
|
|
|
|
|
Options cancelled
|
|
|
(2,883,201
|
)
|
|
|
9.54
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at December 31, 2009
|
|
|
1,010,561
|
|
|
$
|
2.31
|
|
|
|
6.67
|
|
|
$
|
252
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options vested and exercisable and expected to be exercisable at
December 31, 2009
|
|
|
922,014
|
|
|
$
|
2.32
|
|
|
|
6.41
|
|
|
$
|
230
|
|
Options vested and exercisable at December 31, 2009
|
|
|
439,125
|
|
|
$
|
2.24
|
|
|
|
3.00
|
|
|
$
|
153
|
|
At December 31, 2009, the Company had 4,421,105 options
available for grant under its stock option plans. For the year
ended December 31, 2009, 47 options expired.
The following table summarizes information concerning
outstanding and exercisable options:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options Vested and
|
|
|
|
|
|
|
Exercisable
|
|
|
|
|
|
|
At December 31,
|
|
|
|
Options Outstanding at December 31, 2009
|
|
|
2009
|
|
|
|
|
|
|
|
|
|
Weighted-
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-
|
|
|
Average
|
|
|
|
|
|
Weighted-
|
|
|
|
|
|
|
Average
|
|
|
Remaining
|
|
|
|
|
|
Average
|
|
Range of Exercise Price
|
|
Shares
|
|
|
Exercise Price
|
|
|
Contractual Life
|
|
|
Shares
|
|
|
Exercise Price
|
|
|
$0.76 - $1.21
|
|
|
12,396
|
|
|
$
|
1.13
|
|
|
|
2.78
|
|
|
|
12,396
|
|
|
$
|
1.13
|
|
$1.81 - $1.81
|
|
|
331,584
|
|
|
$
|
1.81
|
|
|
|
5.61
|
|
|
|
177,181
|
|
|
$
|
1.81
|
|
$1.93 - $2.40
|
|
|
92,957
|
|
|
$
|
2.15
|
|
|
|
6.17
|
|
|
|
54,657
|
|
|
$
|
1.97
|
|
$2.53 - $2.53
|
|
|
504,583
|
|
|
$
|
2.53
|
|
|
|
7.31
|
|
|
|
152,572
|
|
|
$
|
2.53
|
|
$2.55 - $6.10
|
|
|
59,854
|
|
|
$
|
2.82
|
|
|
|
8.63
|
|
|
|
36,804
|
|
|
$
|
2.91
|
|
$6.59 - $16.00
|
|
|
9,187
|
|
|
$
|
8.51
|
|
|
|
7.37
|
|
|
|
5,515
|
|
|
$
|
9.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,010,561
|
|
|
$
|
2.31
|
|
|
|
6.67
|
|
|
|
439,125
|
|
|
$
|
2.24
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31, 2008 and 2007, options to purchase
1,585,385 and 1,368,825 shares of common stock were
exercisable at weighted average exercise prices of $9.77 and
$14.53 per share, respectively.
64
ENDWAVE
CORPORATION
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
During the first quarter of 2009, the Company undertook certain
restructuring activities to reduce expenses (First Quarter
2009 Restructuring Plan). The Company terminated the
employment of 33 employees in order to reduce the
Companys cost structure. These terminations affected all
areas of the Companys operations. The components of the
restructuring charge included severance, benefits, payroll taxes
and other costs associated with the employee terminations. The
net charge for these restructuring activities was
$1.2 million and is expected to be substantially completed
by the end of the first quarter of 2010. Of this amount,
approximately $182,000 has been included in the discontinued
operations line item on the consolidated statements of
operations.
During the second quarter of 2009, the Company undertook certain
additional restructuring activities to reduce expenses
(Second Quarter 2009 Restructuring Plan). The
components of the restructuring charge included severance,
benefits, payroll taxes and other costs associated with the
employee terminations. The net charge for these restructuring
activities was $243,000 and is expected to be substantially
completed by the end of the first quarter of 2010. Of this
amount, approximately $39,000 has been included in the
discontinued operations line item on the consolidated statements
of operations.
During the fourth quarter of 2009, the Company undertook certain
additional restructuring activities to reduce expenses
(Fourth Quarter 2009 Restructuring Plan). The
components of the restructuring charge included severance,
benefits, payroll taxes and other costs associated with the
employee terminations. The net charge for these restructuring
activities was $1.2 million and is expected to be
substantially completed by the end of the third quarter of 2012.
|
|
|
|
|
|
|
Restructuring
|
|
|
|
(In thousands)
|
|
|
First Quarter 2009 Restructuring Plan charge
|
|
$
|
1,249
|
|
Second Quarter 2009 Restructuring Plan charge
|
|
|
258
|
|
Fourth Quarter 2009 Restructuring Plan charge
|
|
|
1,198
|
|
Cash payments
|
|
|
(1,421
|
)
|
Restructuring charge adjustment
|
|
|
(76
|
)
|
|
|
|
|
|
Accrual at December 31, 2009
|
|
$
|
1,208
|
|
|
|
|
|
|
At December 31, 2009, $570,000 and $638,000 of accrued
restructuring charges are included in other current liabilities
and other long-term liabilities, respectively, on the
consolidated balance sheet. The $638,000 long term restructuring
liability has been recorded at its fair value based on an
assumed interest rate of 5.0%, which represents the current
market rate of interest at which the Company could borrow. The
Company will recognize interest expense associated with
amortizing the $77,000 discount on this liability over the
30 month term of the restructuring payout. The amount
related to 2009 was insignificant.
The Companys restructuring estimates will be reviewed and
revised quarterly and may result in an increase or decrease to
restructuring charges.
|
|
11.
|
Commitments
and Contingencies
|
Commitments
The Company leases its office, manufacturing and design
facilities in San Jose, California, Chiang Mai, Thailand,
Salem, New Hampshire and Folsom, California under non-cancelable
lease agreements, which expire in various periods through
November 2013. Rent expense under the operating leases was
approximately $692,000, $616,000, and $639,000 for the years
ended December 31, 2009, 2008 and 2007, respectively.
65
ENDWAVE
CORPORATION
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Future annual minimum lease payments under non-cancelable
operating leases with initial terms of one year or more as of
December 31, 2009 are as follows (in thousands):
|
|
|
|
|
Years Ending December 31,
|
|
|
|
|
2010
|
|
$
|
508
|
|
2011
|
|
|
356
|
|
2012
|
|
|
90
|
|
2013
|
|
|
85
|
|
|
|
|
|
|
Total
|
|
$
|
1,039
|
|
|
|
|
|
|
Future annual minimum lease payments under non-cancelable
capital leases as of December 31, 2009 are as follows (in
thousands):
|
|
|
|
|
Years Ending December 31,
|
|
|
|
|
2010
|
|
$
|
12
|
|
2011
|
|
|
3
|
|
|
|
|
|
|
|
|
|
15
|
|
Less amount representing interest
|
|
|
1
|
|
|
|
|
|
|
Present value of future minimum lease payments
|
|
|
14
|
|
Less current portion
|
|
|
11
|
|
|
|
|
|
|
Long-term portion
|
|
$
|
3
|
|
|
|
|
|
|
The amounts due under capital leases are included in other
current and long-term liabilities on the consolidated balance
sheet.
Purchase
Obligations
The Company has purchase obligations to certain suppliers. In
some cases the products the Company purchases are unique and
have provisions against cancellation of the order. At
December 31, 2009, the Company had approximately
$2.2 million of purchase obligations which are due within
the following 12 months. This amount does not include
contractual obligations recorded on the consolidated balance
sheets as liabilities.
Contingencies
On Friday, October 31, 2008, the Company filed a complaint
with the Canadian Superior Court in Montreal, Quebec alleging
that Advantech, the parent company of Allgon Microwave
Corporation AB, had breached its contractual obligations with
Endwave and owes the Company $994,500 in a note receivable,
purchased inventory and accepted purchase orders. The Company
cannot predict the outcome of these proceedings. An adverse
decision in these proceedings could harm the Companys
consolidated financial position and results of operations. Other
than the complaint against Advantech, the Company is not
currently a party to any material litigation.
|
|
12.
|
Discontinued
Operations
|
On April 30, 2009, the Company entered into an Asset
Purchase Agreement (the Purchase Agreement) with
Microsemi, pursuant to which Microsemi purchased the
Companys Defense and Security RF module business including
all of the outstanding capital stock of Endwave Defense Systems,
Incorporated (EDSI). As consideration, Microsemi
assumed certain liabilities associated exclusively with the
Defense and Security RF module business, including the
Companys building lease in Folsom, California, and paid
$28.0 million in cash. The Purchase Agreement contains
representations and warranties as to the Defense and Security RF
module business
66
ENDWAVE
CORPORATION
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
that survive for two years following the closing. In connection
with the transaction, the Company entered into an
indemnification agreement pursuant to which the Company agreed
to indemnify Microsemi for environmental, product liability and
intellectual property infringement claims related to the
Companys operation of the Defense and Security RF module
business prior to the closing date, as well as for any other
excluded liability, and Microsemi agreed to indemnify the
Company for any claims related to the operation of the Defense
and Security RF module business following the closing date and
for any other assumed liability, subject in some cases to a
customary deductible and limitation on maximum damages.
Concurrently with the closing of the acquisition, the Company
entered into a transition services agreement and an employee
transition services agreement with Microsemi pursuant to which
the Company agreed to provide to Microsemi for a limited period
of time certain transitional services, including accounting,
human resources, information technology and product supply
services.
The Company classified the results of the Defense and Security
RF module business as a discontinued operation in the
Companys consolidated statements of operations for all
periods presented. The results of operations for the Defense and
Security RF module business classified as discontinued
operations are as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
|
(In thousands)
|
|
|
Revenues of discontinued operations
|
|
$
|
5,313
|
|
|
$
|
19,558
|
|
|
$
|
12,147
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from discontinued operations
|
|
|
(2,028
|
)
|
|
|
(10,787
|
)
|
|
|
(6,071
|
)
|
Gain on sale of discontinued operations, net of tax
|
|
|
19,599
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) from discontinued operations, net of tax
|
|
$
|
17,751
|
|
|
$
|
(10,787
|
)
|
|
$
|
(6,071
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The $19.6 million gain on sale of discontinued operations,
net of tax, included the following: $28.0 million of cash
received from Microsemi offset by $647,000 of deal fees,
$9.1 million of assets transferred to Microsemi and
$1.3 million of liabilities assumed by Microsemi.
Consolidated loss before income tax expense (benefit) includes
non-U.S. loss
of approximately $804,000, $853,000 and $768,000 for the years
ended December 31, 2009, 2008 and 2007, respectively. The
Company recorded a current tax benefit of $105,000 and $66,000
for year ended December 31, 2009 and 2008, respectively,
and a current tax expense of $2,000 year ended
December 31, 2007.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
Current income tax expense (benefit):
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal
|
|
$
|
(105
|
)
|
|
$
|
(57
|
)
|
|
$
|
|
|
State
|
|
|
|
|
|
|
(9
|
)
|
|
|
2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(105
|
)
|
|
|
66
|
)
|
|
|
2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred income tax expense (benefit):
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal
|
|
|
|
|
|
|
|
|
|
|
|
|
State
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
(105
|
)
|
|
$
|
(66
|
)
|
|
$
|
2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2009, the Company had a federal net
operating loss carryforward of approximately
$200.1 million. The Company also had federal research and
development tax credit carryforwards of approximately
67
ENDWAVE
CORPORATION
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
$2.3 million. These net operating loss and credit
carryforwards are currently expiring and will continue to do so
through 2029, if not utilized.
As of December 31, 2009, the Company had a state net
operating loss carryforward of approximately $75.7 million.
The net operating losses will begin expiring in 2012, if not
utilized. The Company also has state research and development
tax credit carryforwards and miscellaneous credit carryforwards
of approximately $2.3 million. The credits will
carryforward indefinitely, if not utilized.
Utilization of the net operating losses and credits may be
subject to a substantial annual limitation due to the ownership
change provisions of the Internal Revenue Code and similar state
provisions. The annual limitation may result in the expiration
of net operating losses and credits before utilization.
Deferred tax assets and liabilities reflect the net tax effects
of net operating loss and credit carryforwards and temporary
differences between the carrying amounts of assets for financial
reporting and the amount used for income tax purposes.
Significant components of the Companys net deferred tax
assets and liabilities for federal and state income taxes are as
follows at December 31 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
|
Deferred tax assets:
|
|
|
|
|
|
|
|
|
Net operating loss carryforwards
|
|
$
|
65,302
|
|
|
$
|
72,666
|
|
Net research credit
|
|
|
1,830
|
|
|
|
1,650
|
|
Other
|
|
|
7,422
|
|
|
|
8,181
|
|
|
|
|
|
|
|
|
|
|
Total deferred tax assets
|
|
|
74,554
|
|
|
|
82,497
|
|
Valuation allowance for deferred tax assets
|
|
|
(74,554
|
)
|
|
|
(82,497
|
)
|
|
|
|
|
|
|
|
|
|
Deferred tax assets
|
|
|
|
|
|
|
|
|
Deferred tax liabilities:
|
|
|
|
|
|
|
|
|
Intangible assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net deferred tax assets (liabilities)
|
|
$
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
Realization of deferred tax assets is dependent upon future
earnings, if any, the timing and amount of which are uncertain.
Accordingly, the net deferred tax assets have been offset by a
valuation allowance. The valuation allowance decreased by
$7.9 million during 2009 and increased by
$3.9 million, and $400,000 during 2008 and 2007,
respectively.
The Company is tracking the portion of its deferred tax assets
attributable to stock option benefits in a separate memo
account. Therefore, these amounts are no longer included in our
gross or net deferred tax assets. The benefit of these stock
options will only be recorded to equity when they reduce cash
taxes payable. As of December 31, 2009, the Company had
federal and state net operating loss carryforwards being
accounted for in this memo account of $22.0 million.
68
ENDWAVE
CORPORATION
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
The Companys income tax expense (benefit) differed from
the amount computed by applying the statutory U.S. federal
income tax rate to the loss before income taxes as follows (in
thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
|
(In thousands)
|
|
|
Expense (Benefit) from income taxes at statutory rate
|
|
$
|
2,394
|
|
|
$
|
(5,186
|
)
|
|
$
|
(1,883
|
)
|
State taxes
|
|
|
|
|
|
|
(9
|
)
|
|
|
2
|
|
Losses for which no benefit is taken
|
|
|
1,380
|
|
|
|
3,757
|
|
|
|
1,583
|
|
Non-deductible stock compensation
|
|
|
68
|
|
|
|
295
|
|
|
|
272
|
|
Sale of discontinued operation
|
|
|
(3,646
|
)
|
|
|
|
|
|
|
|
|
Goodwill impairment
|
|
|
|
|
|
|
1,045
|
|
|
|
|
|
Other
|
|
|
(301
|
)
|
|
|
32
|
|
|
|
28
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
(105
|
)
|
|
$
|
(66
|
)
|
|
$
|
2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The aggregate changes in the balance of gross unrecognized tax
benefits during the year were as follows (in thousands):
|
|
|
|
|
|
|
Total
|
|
|
|
(In thousands)
|
|
|
Balance at January 1, 2007
|
|
$
|
2,544
|
|
Increases related to current year tax positions
|
|
|
73
|
|
Increases related to prior year tax positions
|
|
|
|
|
Decreases related to prior year tax positions
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2007
|
|
|
2,617
|
|
Increases related to current year tax positions
|
|
|
54
|
|
Increases related to prior year tax positions
|
|
|
37
|
|
Decreases related to prior year tax positions
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2008
|
|
|
2,708
|
|
Increases related to current year tax positions
|
|
|
95
|
|
Increases related to prior year tax positions
|
|
|
34
|
|
Decreases related to prior year tax positions
|
|
|
(330
|
)
|
|
|
|
|
|
Balance at December 31, 2009
|
|
$
|
2,507
|
|
|
|
|
|
|
If the ending balance of $2.5 million of unrecognized tax
benefits at December 31, 2009 were recognized,
approximately $124,000 would affect the effective income tax
rate. In accordance with the Companys accounting policy,
it recognizes interest
and/or
penalties related to income tax matters in income tax expense.
As of December 31, 2009, the Company had no accrued
interest
and/or
penalties. The Company does not anticipate a significant change
to its unrecognized tax benefits over the next twelve months.
The unrecognized tax benefits may change during the next year
for items that arise in the ordinary course of business.
The Company files U.S. federal and state income tax
returns. Tax years 1994 through 2009 remain subject to
examination by the appropriate government agencies due to tax
loss carryovers from those years.
Substantially all regular employees of the Company meeting
certain service requirements are eligible to participate in the
Companys 401(k) employee retirement plan. Employee
contributions are limited to the maximum
69
ENDWAVE
CORPORATION
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
amount allowed under the Internal Revenue Code. The Company may
match contributions based upon a percentage of employee
contributions up to a maximum of 4% of employee compensation.
Company contributions under these plans were $71,000, $281,000,
and $233,000 and for 2009, 2008 and 2007, respectively. During
2009, the Company suspended its match of contributions.
|
|
15.
|
Quarterly
Financial Information (unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
|
|
Quarter
|
|
Quarter
|
|
Quarter
|
|
Quarter
|
|
|
(In thousands, except per share data)
|
|
2009:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues
|
|
$
|
7,242
|
|
|
$
|
5,580
|
|
|
$
|
3,126
|
|
|
$
|
3,554
|
|
Cost of product revenues
|
|
|
4,819
|
|
|
|
4,237
|
|
|
|
2,369
|
|
|
|
3,366
|
|
Loss from continuing operations
|
|
|
(2,593
|
)
|
|
|
(1,957
|
)
|
|
|
(2,634
|
)
|
|
|
(3,442
|
)
|
Income (loss) from discontinued operations
|
|
|
(1,067
|
)
|
|
|
18,597
|
|
|
|
41
|
|
|
|
|
|
Net income (loss)
|
|
|
(3,660
|
)
|
|
|
16,640
|
|
|
|
(2,593
|
)
|
|
|
(3,442
|
)
|
Basic and diluted net income (loss) per share
|
|
$
|
(0.39
|
)
|
|
$
|
1.76
|
|
|
$
|
(0.27
|
)
|
|
$
|
(0.36
|
)
|
2008:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues
|
|
$
|
10,460
|
|
|
$
|
12,093
|
|
|
$
|
10,871
|
|
|
$
|
5,272
|
|
Cost of product revenues
|
|
|
7,119
|
|
|
|
7,976
|
|
|
|
7,005
|
|
|
|
4,127
|
|
Loss from continuing operations
|
|
|
(160
|
)
|
|
|
(48
|
)
|
|
|
(173
|
)
|
|
|
(3,583
|
)
|
Income (loss) from discontinued operations
|
|
|
(1,776
|
)
|
|
|
(712
|
)
|
|
|
(826
|
)
|
|
|
(7,473
|
)
|
Net loss
|
|
|
(1,936
|
)
|
|
|
(760
|
)
|
|
|
(999
|
)
|
|
|
(11,056
|
)
|
Basic and diluted net loss per share
|
|
$
|
(0.21
|
)
|
|
$
|
(0.08
|
)
|
|
$
|
(0.11
|
)
|
|
$
|
(1.19
|
)
|
On January 21, 2010, the Company repurchased all
300,000 shares of its preferred stock held by Oak
Investment Partners XI, Limited Partnership for
$36.0 million in cash. This represented
3,000,000 shares of Endwave common stock on an as-converted
basis. Such shares had entitled Oak to a liquidation preference
equal to its original investment of $45.0 million before
any proceeds from a liquidation or sale of the Company would
have been paid to the holders of Endwaves common stock.
The shares were initially acquired by Oak Investment Partners in
April 2006. In connection with the share repurchase, Eric
Stonestrom, Oaks designee to Endwaves board of
directors, resigned from the board of directors.
70
|
|
Item 9.
|
Changes
in and Disagreements with Accountants on Accounting and
Financial Disclosure
|
Not applicable.
|
|
Item 9A.
|
Controls
and Procedures
|
Evaluation
of Disclosure Controls and Procedures
Based on their evaluation as of the end of the period covered by
this report, our chief executive officer and chief financial
officer have concluded that our disclosure controls and
procedures (as defined in
Rules 13a-15(e)
and
15d-15(e))
under the Exchange Act were effective as of the end of the
period covered by this report to ensure that information that we
are required to disclose in reports that we file or submit under
the Exchange Act is recorded, processed, summarized and reported
within the time periods specified in Securities and Exchange
Commission rules and forms.
Our disclosure controls and procedures are designed to provide
reasonable assurance of achieving their objectives, and our
chief executive officer and our chief financial officer have
concluded that these controls and procedures are effective at
the reasonable assurance level. We believe that a
control system, no matter how well designed and operated, cannot
provide absolute assurance that the objectives of the control
system are met, and no evaluation of controls can provide
absolute assurance that all control issues and instances of
fraud, if any, within a company have been detected.
Managements
Annual Report on Internal Control Over Financial
Reporting
Our management is responsible for establishing and maintaining
adequate internal control over our financial reporting. A
companys internal control over financial reporting is a
process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with
generally accepted accounting principles.
There are inherent limitations in the effectiveness of any
system of internal control, including the possibility of human
error and the circumvention or overriding of controls.
Accordingly, even effective internal controls can provide only
reasonable assurances with respect to financial statement
preparation. Further, because of changes in conditions, the
effectiveness of internal control may vary over time.
Our management assessed the effectiveness of our internal
control over financial reporting as of December 31, 2009.
In making this assessment, our management used the criteria set
forth by the Committee of Sponsoring Organizations (COSO) of the
Treadway Commission in Internal Control Integrated
Framework. Based on its assessment using those criteria, our
management concluded that, as of December 31, 2009, our
internal control over financial reporting is effective.
Changes
in Internal Controls Over Financial Reporting
There were no changes in our internal controls over financial
reporting that occurred during our most recent fiscal quarter
that have materially affected, or are reasonably likely to
materially affect, our internal control over financial reporting.
|
|
Item 9B.
|
Other
Information
|
Not applicable
71
PART III
|
|
Item 10.
|
Directors,
Executive Officers and Corporate Governance
|
Our directors and executive officers, their ages as of
February 5, 2010 and their positions with us, as well as
certain biographical information of these individuals, are as
follows:
|
|
|
|
|
|
|
Name
|
|
Age
|
|
Position
|
|
John J. Mikulsky
|
|
|
64
|
|
|
Chief Executive Officer, President and Director
|
Curt P. Sacks
|
|
|
39
|
|
|
Chief Financial Officer, Senior Vice President and Secretary
|
Steven F. Layton
|
|
|
55
|
|
|
Senior Vice President of Sales and Marketing
|
Daniel P. Teuthorn
|
|
|
46
|
|
|
Senior Vice President of Product Development and Operations
|
Edward C.V. Winn(1)(2)(3)
|
|
|
71
|
|
|
Chairman of the Board of Directors
|
Joseph J. Lazzara(1)(2)(3)
|
|
|
58
|
|
|
Director
|
John F. McGrath, Jr.(1)
|
|
|
45
|
|
|
Director
|
Wade Meyercord(2)(3)
|
|
|
69
|
|
|
Director
|
|
|
|
(1) |
|
Member of the Audit Committee |
|
(2) |
|
Member of the Nominating and Governance Committee |
|
(3) |
|
Member of the Compensation Committee |
The biographies of each of the directors below contain
information regarding the persons service as a director,
business experience, director positions held currently or at any
time during the last five years, and the experiences,
qualifications, attributes or skills that caused the Nominating
and Governance Committee of the Board to determine that the
person should serve as a director for the Company. The
Nominating and Governance Committee of the Board considers a
number of factors to determine the qualifications of prospective
Board members including the integrity, experience, judgment,
commitment, skills and expertise appropriate for the Company.
John J. Mikulsky, has served as our President and Chief
Executive Officer since December 1, 2009. From August 2005
until November 2009, Mr. Mikulsky served as our Chief
Operating Officer and Executive Vice President. From May 2001
until August 2005, Mr. Mikulsky served as our Chief
Marketing Officer and Executive Vice President, Marketing and
Business Development. From May 1996 until April 2001,
Mr. Mikulsky served as our Vice President of Product
Development. From 1993 until 1996, Mr. Mikulsky worked as a
Technology Manager for Balazs Analytical Laboratory, a provider
of analytical services to the semiconductor and disk drive
industries. Prior to 1993, Mr. Mikulsky worked at Raychem
Corporation, most recently as a Division Manager for its
Electronic Systems Division. Mr. Mikulsky holds a B.S. in
electrical engineering from Marquette University, an M.S. in
electrical engineering from Stanford University and an S.M. in
Management from the Sloan School at the Massachusetts Institute
of Technology. We believe Mr. Mikulskys extensive
industry knowledge and experience, including his nearly
14 years at Endwave as a Vice President and an Officer, in
both technical and leadership roles, qualify him to sit on our
Board of Directors.
Curt P. Sacks has served as Chief Financial Officer since
June 2009. Prior to that, he served as Vice President of Finance
and Corporate Controller since February 2006. He joined the
company in 2004 as Corporate Controller, after serving in this
capacity for two successive companies first, for
Com21, Inc., a manufacturer of system solutions for the
broadband access market; and next with Finisar,
Inc., a manufacturer of high-speed communication
equipment for data and storage. Prior to 1998, Mr. Sacks
worked in corporate finance at 3Com Corporation and as an
auditor for Deloitte & Touche LLP. Mr. Sacks is a
C.P.A. (inactive) in California with a B.A. in
Business-Economics from the University of California, Los
Angeles.
Steven F. Layton has served as Senior Vice President of
Sales and Marketing, reporting to John Mikulsky, CEO since
December 2009. Mr. Layton is responsible for all sales and
marketing activities, including marketing communications and
manufacturing of our independent representative network.
Mr. Layton served as Senior Vice
72
President of Telecom from 2005 to 2009. From 2003 to 2005,
Mr. Layton served as Vice President of Sales for Endwave.
He joined Endwave in 1998 as Director of Sales with over
20 years of engineering sales experience in the
microwave/millimeter wave telecommunications industry. Prior to
Endwave, Mr. Layton was the Director of Sales for VertiCom,
Inc. from 1995 to 1998 where he was responsible for establishing
sales channels and launching products for the SatCOM and
terrestrial communications markets. Mr. Layton holds a B.S.
in engineering from the University of Hawaii and a B.S. in
business from the University of Maryland. Mr. Layton is a
graduate of the Stanford Executive Institute and Harvard General
Management Program.
Daniel P. Teuthorn has served as Senior Vice President of
Product Development & Operations, reporting to John
Mikulsky, CEO since December 2009. Mr. Teuthorn is
responsible for setting the technology strategy and overall
management of the Endwave product development and advanced
device design teams. Additionally, Mr. Teuthorn is
responsible for Endwaves Supply Chain Management and
Quality Assurance departments. Since joining Endwave in 1994,
Mr. Teuthorn has progressed in his responsibilities during
his tenure at Endwave, holding Engineering Manager, Director of
Engineering and Vice President of Engineering positions. Prior
to Endwave, from 1989 to 1994, Mr. Teuthorn was the Senior
Microwave Engineer responsible for the YIG oscillator product
line at Ferretec Inc. Mr. Teuthorn began his career at
Litton Solid State in the position of Microwave Engineer from
1986 to 1989. Mr. Teuthorn holds a B.S. in electrical
engineering from the University of California, Davis, an M.S. in
electrical engineering from Santa Clara University, and
M.B.A. degrees from the Haas School of Business at the
University of California, Berkeley, and the Columbia Business
School at Columbia University.
Edward C.V. Winn has served as director of Endwave since
July 2000. From March 1992 to January 2000, Mr. Winn served
in various capacities with TriQuint Semiconductor, Inc., a
semiconductor manufacturer, most recently as Executive Vice
President, Finance and Administration and Chief Financial
Officer. Previously, Mr. Winn served in various capacities
with Avantek, Inc., a microwave component and subsystem
manufacturer, most recently as Product Group Vice President.
Mr. Winn received a B.S. in Physics from Rensselaer
Polytechnic Institute and an M.B.A. from the Harvard Business
School. Mr. Winn serves as a member of the Board of
Directors of Volterra Semiconductor Corporation. We believe that
Mr. Winns financial and business expertise working
with companies in both the semiconductor and microwave component
markets, including his experience as the Chief Financial Officer
of a publicly traded company and his service as a Board member
on several diverse companies qualify him to sit on our Board of
Directors.
Joseph J. Lazzara has served as a director of Endwave
since February 2004. From September 2006 to March 2008,
Mr. Lazzara served as the Vice Chairman and a director of
Omron Scientific Technologies, Inc. (formerly known as
Scientific Technologies, Inc. (NASDAQ: STIZ)), a manufacturer of
machine safeguarding products and automation sensors acquired by
Omron Corporation in September 2006. Prior to the acquisition of
Scientific Technologies, Mr. Lazzara served as the Chief
Executive Officer between June 1993 and September 2006, as the
President of Scientific Technologies between 1989 and 2006 and
as the Treasurer and a director of Scientific Technologies
between 1984 and 2006. Mr. Lazzara also served as a Vice
President of Scientific Technologies between September 1984 and
June 1989. From 2006, Mr. Lazzara also serves as the Vice
Chairman and Director of Automation Products Group, Inc., a
privately held manufacturer of automation sensors. He also
served as Treasurer and a director of Scientific
Technologies parent company, Scientific Technology
Incorporation, from 1981 and 2006. Prior to 1981,
Mr. Lazzara was employed by Hewlett-Packard Company, a
global technology solutions provider, in Process and Engineering
Management. Mr. Lazzara received a B.S. in Engineering from
Purdue University and an M.B.A. from Santa Clara
University. We believe that Mr. Lazzaras extensive
business expertise, both as the Chief Executive Officer and
Board Member of a publicly traded company as well as his
technical background qualify him to sit on our Board of
Directors.
John F. McGrath, Jr. has served as a director of
Endwave since January 2005. Mr. McGrath is the Principal at
JFM Consulting, and is currently employed on an interim basis as
a financial executive at Kleiner Perkins Caufield &
Byers, a leading venture capital firm. Prior to establishing JFM
Consulting, Mr. McGrath served as Vice President and Chief
Financial Officer for Network Equipment Technologies, Inc., a
position he held from 2001 to 2009. Prior experience includes
Vice President of Finance for Aspect Communications, Director of
Finance for TCSI Corporation, and Manager in the High Technology
and Manufacturing practice at Ernst & Young.
Mr. McGrath is registered C.P.A. (inactive) in the State of
California and holds a B.S. in Accounting from the University of
Wyoming and an M.B.A. from the Stanford Graduate School of
Business. Mr. McGrath is currently on
73
the board of the Presidio Fund, a publicly traded mutual fund,
and has previously served as Audit Committee Chairman on the
board of Actel Corporation. We believe that
Mr. McGraths financial expertise working as the Chief
Financial Officer of a publicly traded company, his service as
the Audit Committee Chair of another company and his background
as a C.P.A. qualify him to sit on our Board of Directors.
Wade Meyercord has served as a director of Endwave since
March 2004. From 1987 to present, Mr. Meyercord has served
as President of Meyercord and Associates, a consulting firm
specializing in board of directors and executive compensation.
From 1999 to 2002, Mr. Meyercord served as Senior Vice
President and Chief Financial Officer of RioPort.com, Inc., a
company that delivers an integrated, secure platform for
acquiring, managing and experiencing music and spoken audio
programming from the Internet. From 1998 to 1999,
Mr. Meyercord Served as Senior Vice President,
e-commerce
of Diamond Multimedia. Prior to 1998, Mr. Meyercord held
various management
and/or
executive level positions with Read-Rite Corporation, Memorex
Corporation and IBM Corporation. Mr. Meyercord received a
B.S. in mechanical engineering from Purdue University and an
M.B.A. in engineering administration from Syracuse University.
Mr. Meyercord serves as a member on the Board of Directors
of Microchip Technology Inc. Mr. Meyercord also has served
as a member on the Board of Directors of Magma Design Automation
and California Micro Devices which was acquired by ON
Semiconductor. We believe that Mr. Meyercords
extensive business expertise, both as a key executive with a
number of large technology companies and as a Chief Financial
Officer qualify him to sit on our Board of Directors.
Executive officers serve at the discretion of our Board of
Directors. There are no family relationships between any of our
executive officers and members of our Board of Directors. No
director has a contractual right to serve as a member of our
Board of Directors. Other than Mr. Mikulsky, all of our
directors are independent within the meaning of the
NASDAQ Stock Market listing requirements and the requirements of
the Securities and Exchange Commission.
We have a staggered Board of Directors, which may have the
effect of deterring hostile takeovers or delaying changes in
control of our management. For purposes of determining their
term of office, directors are divided into three classes, with
the term of office of the Class I directors to expire at
our 2010 annual meeting of stockholders, the term of office of
the Class II directors to expire at our 2011 annual meeting
of stockholders and the term of office of the Class III
directors to expire at our 2012 annual meeting of stockholders.
Class I consists of Mr. Lazzara; Class II
consists of Messrs. Meyercord and McGrath; and
Class III consists of Messrs. Mikulsky and Winn.
Directors elected to succeed those directors whose terms expire
will be elected to a three-year term of office. All directors
hold office until the next annual meeting of stockholders in the
year in which their terms expire and until their successors have
been duly elected and qualified.
Section 16(a)
Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires our directors
and executive officers, and persons who own more than ten
percent of our common stock, to file with the Securities and
Exchange Commission initial reports of ownership and reports of
changes in ownership of our common stock. Officers, directors
and greater than ten percent stockholders are required by the
Securities and Exchange Commissions regulations to furnish
us with copies of all Section 16(a) forms they file.
To our knowledge, based solely on a review of the copies of such
reports furnished to us and written representations that no
other reports were required, during the fiscal year ended
December 31, 2009, our officers, directors and greater than
ten percent beneficial owners complied with all applicable
Section 16(a) filing requirements except that one report,
covering one transaction, was filed late by Empire Capital
Management, L.L.C. and 3 reports, covering 11 transactions, were
filed late by EagleRock Capital Management, LLC.
Committees
of the Board of Directors
Our Board of Directors has three committees: an Audit Committee,
a Compensation Committee and a Nominating and Governance
Committee. Below is a description of each committee of our Board
of Directors. Each of the committees has authority to engage
legal counsel or other experts or consultants, as it deems
appropriate, to carry out its responsibilities. Our Board of
Directors has determined that each member of each committee
meets the
74
applicable rules and regulations regarding
independence and that each member is free of any
relationship that would interfere with his or her individual
exercise of independent judgment with regard to Endwave.
Audit
Committee
The Audit Committee of the Board of Directors was established by
the Board in accordance with Section 3(a)(58)(A) of the
Securities Exchange Act of 1934 to oversee our corporate
accounting and financial reporting processes and audits of our
financial statements. For this purpose, the Audit Committee
performs several functions. The Audit Committee evaluates the
performance of and assesses the qualifications of our
independent registered public accounting firm; determines and
approves the engagement of our independent registered public
accounting firm; determines whether to retain or terminate our
existing independent registered public accounting firm or to
appoint and engage a new independent registered public
accounting firm; reviews and approves the retention of our
independent registered public accounting firm to perform any
proposed permissible non-audit services; monitors the rotation
of partners of our independent registered public accounting firm
on our audit engagement team as required by law; confers with
management and our independent registered public accounting firm
regarding the effectiveness of internal controls over financial
reporting; establishes procedures, as required under applicable
law, for the receipt, retention and treatment of complaints
received by us regarding accounting, internal accounting
controls or auditing matters and the confidential and anonymous
submission by employees of concerns regarding questionable
accounting or auditing matters; and meets to review our annual
audited financial statements and quarterly financial statements
with management and our independent registered public accounting
firm, including reviewing our disclosures under
Managements Discussion and Analysis of Financial
Condition and Results of Operations. The Audit Committee
is composed of three non-employee directors:
Messrs. Lazzara, McGrath (Chairman) and Winn. The Audit
Committee has adopted a written charter that is available to
stockholders on our website at www.endwave.com.
The Board of Directors annually reviews the NASDAQ listing
standards definition of independence for Audit Committee members
and has determined that all members of our Audit Committee are
independent (as independence is currently defined in
Rule 4350(d)(2)(A)(i) and (ii) of the NASDAQ listing
standards). The Board of Directors has also determined that each
of Messrs. McGrath and Winn qualifies as an audit
committee financial expert, as defined in applicable rules
promulgated by the Securities and Exchange Commission, or the
SEC. The Board made a qualitative assessment of each of
Messrs. McGraths and Winns level of knowledge
and experience based on a number of factors, including their
respective formal education and experience as chief financial
officers for public reporting companies.
Compensation
Committee
The Compensation Committee of our Board of Directors reviews and
approves our overall compensation strategy and policies. The
Compensation Committee reviews and approves corporate
performance goals and objectives relevant to the compensation of
our executive officers and other senior management; reviews and
approves the compensation and other terms of employment of our
Chief Executive Officer; reviews and approves the compensation
and other terms of employment of our other officers; and
administers our stock option and purchase plans, pension and
profit sharing plans, stock bonus plans, deferred compensation
plans and other similar programs. The Compensation Committee is
composed of three non-employee directors: Messrs. Lazzara,
Meyercord (Chairman) and Winn. All current members of our
Compensation Committee are independent within the meaning of
Rule 4200(a)(15) of the NASDAQ listing standards. The
Compensation Committee has adopted a written charter that is
available to stockholders on our website at www.endwave.com.
The responsibilities of the Compensation Committee, as stated in
its charter, include the following:
|
|
|
|
|
Developing compensation policies that will attract and retain
the highest quality executives, that will clearly articulate the
relationship of corporate performance to executive compensation
and will reward executives for Endwaves progress;
|
|
|
|
Proposing to the Board of Directors the adoption, amendment and
termination of stock option plans, stock appreciation rights
plans, pension and profit sharing plan, stock bonus plans, stock
purchase plans, bonus plans, deferred compensation plans and
other similar plans;
|
75
|
|
|
|
|
Granting rights, participation and interests in such plans to
eligible participants, subject in certain cases to ratification
by the Board;
|
|
|
|
Reviewing and approving such other compensation matters as may
be necessary or appropriate in view of the Compensation
Committees overall responsibility; and
|
|
|
|
Reviewing with management our Compensation Discussion and
Analysis and considering whether to recommend that it be
included in proxy statements and other filings.
|
Our Compensation Committee plays an integral role in setting
executive officer compensation each year. Generally in the first
quarter of each year, our Compensation Committee holds a regular
meeting in which our Chief Executive Officer and Chief Financial
Officer review with the Compensation Committee Endwaves
financial and business performance for the previous year and
managements business outlook and operating plan for the
current year. In reviewing the prior years performance,
the Compensation Committee compares our performance to the
financial and operational goals set for such year and the bonus
targets. In this meeting, the Chief Executive Officer also
reviews with the Compensation Committee his assessment of the
individual performance of each executive officer, including his
own performance, according to a variety of qualitative
performance criteria and salary and bonus trends. In addition,
generally during the fourth quarter of each year, the Chairman
of the Compensation Committee discusses with the full Board,
recent data and current trends in equity ownership programs for
comparable companies. Taking into account the information
conveyed and discussed at these meetings and the recommendations
of our Chief Executive Officer, the Compensation Committee then
determines, subject in some cases to ratification by the full
Board of Directors:
|
|
|
|
|
The amount of bonus to be awarded to each executive officer in
respect of the prior years performance;
|
|
|
|
Whether to raise, lower or maintain the executive officers
base salary for the current year;
|
|
|
|
The bonus targets to be set for the executive officers for the
current year; and
|
|
|
|
Option grants and restricted stock units, if any, to be awarded
to each executive officer.
|
Nominating
and Governance Committee
The Nominating and Governance Committee of our Board of
Directors is responsible for: identifying, reviewing and
evaluating candidates to serve as members of our Board of
Directors, consistent with criteria approved by our Board of
Directors; reviewing and evaluating incumbent directors and
recommending candidates for election to our Board of Directors;
making recommendations to our Board of Directors regarding the
membership of the committees of our Board of Directors; and
assessing the performance of management and our Board of
Directors. The Nominating and Governance Committee is composed
of three non-employee directors: Messrs. Lazzara
(Chairman), Meyercord and Winn. All members of the Nominating
and Governance Committee are independent (as independence is
currently defined in Rule 4200(a)(15) of the NASDAQ listing
standards). The Nominating and Governance Committee has adopted
a written charter that is available to stockholders on our
website and www.endwave.com.
Code of
Business Conduct and Ethics
We have adopted the Endwave Corporation Code of Business Conduct
and Ethics that applies to all officers, directors and
employees. The Endwave Corporation Code of Business Conduct and
Ethics is available on our website at www.endwave.com. We will
post on our website any amendments to this code or any waivers
of this code that apply to directors or executive officers. A
copy of this code may be obtained without charge by making a
written request to:
Endwave Corporation
Attention: Investor Relations
130 Baytech Drive
San Jose, CA 95134
76
|
|
Item 11.
|
Executive
Compensation
|
COMPENSATION
OF EXECUTIVE OFFICERS
Compensation
Discussion and Analysis
Our primary objectives with respect to executive compensation
are to attract and retain the best possible executive talent, to
link annual cash compensation and long-term stock-based
compensation to achievement of measurable corporate goals and
individual performance, and to align executives incentives
with stockholder value creation. To achieve these objectives, we
have implemented and maintain compensation plans that tie a
portion of executives overall compensation to our
financial performance and common stock price. Overall, the total
compensation opportunity is intended to create an executive
compensation program that is competitive with comparably-sized
companies, as it is these companies with whom we compete most
vigorously for executive and technical talent. We refer to these
companies in this compensation discussion and analysis as
comparable companies.
Role
of Compensation Committee and Chief Executive
Officer
Our Compensation Committee approves, administers and interprets
our executive compensation and benefit policies and plans. Our
Compensation Committee is appointed by our Board of Directors,
and consists entirely of directors who are outside
directors for purposes of Section 162(m) of the
Internal Revenue Code and non-employee directors for
purposes of
Rule 16b-3
under the Exchange Act. Our Compensation Committee is comprised
of Mr. Wade Meyercord, Mr. Joseph J. Lazzara and
Mr. Edward C.V. Winn. Our Compensation Committee is chaired
by Mr. Meyercord, President of Meyercord and Associates, a
consulting firm specializing in board member and executive
compensation.
Our Compensation Committee has primary responsibility for
ensuring that our executive compensation and benefit program is
consistent with our compensation philosophy and corporate
governance guidelines and is responsible for determining the
executive compensation packages offered to our executive
officers. The responsibilities of the Compensation Committee, as
stated in its charter, include the following:
|
|
|
|
|
Developing compensation policies that will attract and retain
the highest quality executives, will clearly articulate the
relationship of corporate performance to executive compensation
and will reward executives for Endwaves progress;
|
|
|
|
Proposing to the Board of Directors the adoption, amendment and
termination of stock option plans, stock appreciation rights
plans, pension and profit sharing plan, stock bonus plans, stock
purchase plans, bonus plans, deferred compensation plans and
other similar plans;
|
|
|
|
Granting rights, participation and interests in such plans to
eligible participants, subject in certain cases to ratification
by the Board of Directors; and
|
|
|
|
Reviewing and approving such other compensation matters as may
be necessary or appropriate in view of the Compensation
Committees overall responsibility.
|
Our Compensation Committee plays an integral role in setting
executive officer compensation each year. Generally during the
fourth quarter of each year, the Chairman of the Compensation
Committee discusses with the full Board recent data and current
trends in equity ownership programs for comparable companies.
Generally in the first quarter of the following year, our
Compensation Committee holds a regular meeting in which our
Chief Executive Officer and Chief Financial Officer review with
the Compensation Committee Endwaves financial and business
performance for the prior year and managements business
outlook and operating plan for the current year. In reviewing
the prior years performance, the Compensation Committee
compares our performance to the financial and operational goals
set for such year and the bonus targets set for such year. In
this meeting, the Chief Executive Officer also reviews with the
Compensation Committee his assessment of the individual
performance of each executive officer, including his own
performance, according to a variety of qualitative performance
criteria and salary and bonus trends. Taking into account the
information conveyed and discussed at these meetings and the
77
recommendations of our Chief Executive Officer, the Compensation
Committee then determines, subject in some cases to ratification
by the full Board of Directors:
|
|
|
|
|
The amount of bonus to be awarded to each executive officer in
respect of the prior years performance;
|
|
|
|
Whether to raise, lower or maintain the executive officers
base salary for the current year;
|
|
|
|
The bonus targets to be set for the executive officers for the
current year; and
|
|
|
|
Option grants and restricted stock units, if any, to be awarded
to each executive officer.
|
Each element of our executive compensation system is described
in more detail below.
Comparable
Company Comparisons
Each year, the Compensation Committee reviews the executive
compensation programs and amounts at comparable companies.
Endwaves total cash compensation packages are designed to
be at the median of total target cash compensation among
comparable companies for median performance by comparable
executives. Our equity compensation program is designed to
provide a percentage ownership of Endwave that is comparable to
the median percentage ownership among these comparable
companies. However, the individual elements of our executive
program (base salary, annual incentive compensation, equity
compensation and benefits) may vary from group medians as the
Compensation Committee or the Board of Directors deems
appropriate.
Since our initial public offering in 2000, the Compensation
Committee has studied comparable companies to calibrate
executive compensation. For this purpose, for 2009, the
Compensation Committee looked at companies with more than
$50 million but less than $200 million in annual
revenues as described in the quarterly executive salary survey
published by Radford, a unit of Aon Consulting Company, or
Radford. We believe this survey is appropriate for benchmarking
executive compensation because: the companies surveyed are
similar in size, both in terms of revenues and market
capitalization, to Endwave; Endwave competes with many of the
surveyed companies for executive and technical talent; and
companies in the indices are selected independently by Radford.
We do not benchmark our executive compensation solely against
companies in our industry because few of our competitors are
close to our size. Most of our competitors are very large,
diversified companies or very small, privately-held companies.
Rather, we focus on the companies with whom we compete most
vigorously for executive and technical talent.
Elements
of Executive Compensation
Our executive compensation consists of base salary, annual cash
incentive, equity plan participation and customary broad-based
employee benefits. Consistent with our pay for performance
philosophy, the Compensation Committee believes that we can
better motivate executive officers to enhance stockholder return
if a portion of their compensation is at risk
that is, contingent upon the achievement of
performance objectives and overall strong company performance.
The mix of base salary, annual cash bonus opportunity based on
achievement of objectives and anticipated long-term stock-based
compensation incentive (in the form of appreciation in shares
underlying stock options) varies depending on the officers
position level. Long-term stock-based compensation has always
been a significant component of executive compensation, as we
believe that best aligns our executive officers interests
with that of our stockholders. An annual cash bonus opportunity
has historically also formed a significant component of
executive compensation; however, as explained in more detail
below, it was not a component of executive compensation in 2009
and is not likely to form a significant component of executive
compensation in 2010.
Base Salary: Base salaries for our executives
are established based on the scope of their responsibilities,
taking into account market compensation paid by comparable
companies for equivalent positions. Base salaries are reviewed
on an annual basis and any increases are similar in scope to our
overall corporate salary increase. For comparison purposes, we
have utilized compensation survey data from Radford. Our
philosophy is to target executive base salaries near the median
range of salaries for executives in equivalent positions at
comparable
78
companies. We believe targeting executive salaries at the median
relative to comparable companies reflects our best efforts to
ensure we are neither overpaying nor underpaying our executives.
Annual Cash Incentive: Our executive cash
incentive compensation plan typically provides for a cash bonus
award, payable once per year, that is dependent, in part, upon
attaining stated corporate objectives for the prior fiscal year.
The goal of our executive cash incentive compensation plan is to
reward executives in a manner that is commensurate with the
level of achievement of certain financial and strategic goals
that we believe, if attained, result in greater long-term
shareholder value. The Compensation Committee approves these
financial and strategic goals on an annual basis. These
financial and strategic goals typically have a one-year time
horizon. During 2009, the Compensation Committee suspended the
cash incentive compensation plan due to the difficult economic
environment and its impact on Endwaves financial
performance. Therefore in 2009, the Compensation Committee
determined there would be no payment of 2009 annual bonuses for
our Chief Executive Officer or our other officers. For 2010, the
Compensation Committee has not established any cash incentive
program, but may determine to award bonuses on a discretionary
basis, which it currently does not intend to do unless Endwave
is profitable in 2010.
Stock Options and Restricted Stock Units: We
believe that stock ownership is an important factor in aligning
corporate and individual goals. Therefore, we utilize stock
options and, beginning in 2010, restricted stock units, to
encourage long-term performance, with excellent corporate
performance (as manifested in our common stock price) and
extended officer tenure producing potentially significant value.
Upon joining Endwave, executive officers have received an
initial stock option grant. This grant has been based on
relevant industry comparisons including data from Radford and
were intended to be commensurate with the experience level and
scope of responsibilities of the incoming executive officer. In
addition, all executive officers receive annual option grants,
and beginning in 2010, restricted stock unit grants. On an
annual basis, the Compensation Committee reviews with the Board
the percentage ownership of Endwave held by employees and
compares that to the employee ownership of comparable companies.
The Compensation Committee uses this metric because it is easy
to measure and compare to comparable companies. Based on its
review, the Compensation Committee approves an annual grant. For
2009, the aggregate annual grant to all employees was
approximately 3.4% of fully-diluted shares.
All option and restricted stock unit grants are approved by the
Compensation Committee at Endwaves regular quarterly Board
of Directors meeting. The options and restricted stock units are
approved so that the grant date is three days after the release
of our financial results for the preceding quarter. The exercise
price for option awards is determined as the closing price on
the day prior to grant. As permitted under U.S. generally
accepted accounting principles, Endwave has historically
determined fair market value under its stock option plans based
upon the closing market price as reported by the NASDAQ Global
Market for the day preceding the date of grant.
Other Benefits: Executive officers are
eligible to participate in all of our employee benefit plans,
such as medical, dental, group life, disability, and accidental
death and dismemberment insurance, our 401(k) plan and our
Employee Stock Purchase Plan (ESPP). During 2009, we
made group life insurance payments as reflected in the Summary
Compensation Table below. We do not maintain any pension plan,
retirement benefit or deferred compensation arrangements other
than our 401(k) plan. During 2009, Endwave suspended its program
applicable to all of its 401(k) plan participants under which it
matched 50% of employee contributions up to a maximum of 4% of
base salary.
Chief
Executive Officer Compensation
In general, the factors utilized in determining
Mr. Mikulskys compensation were similar to those
applied to the other executive officers in the manner described
in the preceding paragraphs. A significant percentage of his
potential compensation was, and continues to be, subject to
consistent, positive, long-term company performance. Based on a
review of the above mix of factors, for 2009, the Compensation
Committee granted to Mr. Mikulsky compensation as detailed
in the Summary Compensation Table below. Based on these figures,
over 34% of Mr. Mikulskys total compensation
(measured according to the Summary Compensation Table and
reflecting the
79
Estimated Possible Target Payout as discussed in the Grants of
Plan-Based Awards Table) was based on variable components such
as stock options.
Employment,
Severance and Change in Control Agreements
We believe that the retention of our executive officers is
critical to our business. Given the competitive nature of the
technology industry, the demand for experienced executives is
high. Moreover, the level of involuntary terminations of
executives in the technology industry is high. In order to
encourage our key employees to remain with Endwave, our board of
directors has established and maintains our Senior Executive
Officer Severance and Retention Plan and our Executive Officer
Severance Plan. Our Chief Executive Officer participates in the
Senior Executive Officer and Retention Plan and our Senior Vice
Presidents participate in the Executive Officer Severance Plan.
Executive Officer Severance and Retention Plan Assuming No
Change of Control: Under the Senior Executive
Officer Severance and Retention Plan, if our Chief Executive
Officer is terminated without cause, or resigns for certain
specified reasons constituting constructive termination, the
executive officer will receive (i) salary and benefits
continuation based on the executive officers position and
length of service with us and (ii) acceleration of vesting
of all of his stock options. The salary and benefits
continuation period for our Chief Executive Officer will be
equal to the greater of 1.5 months for every year of
service to us, or a total of nine months, if the termination of
employment does not occur in connection with a change of control
transaction.
Under the Executive Officer Severance Plan, if a participating
executive officer is terminated without cause, or resigns for
certain specified reasons constituting constructive termination,
the executive officer will receive salary and benefits
continuation based on the executive officers position and
length of service with us. In the case of the participating
Senior Vice Presidents, the salary and benefits continuation
period will be equal to the greater of one month for every year
of service to us, or a total of 6 months, if the
termination of employment does not occur in connection with a
change of control transaction.
Potential
2009 Severance and Retention Benefits Assuming No Change of
Control
The following table shows the potential payout to our Chief
Executive Officer and Senior Vice Presidents assuming
termination does not occur in connection with, or within six
months after, a change of control. The analysis assumes the
employees were terminated without cause on December 31,
2009:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
COBRA
|
|
Option
|
|
Total
|
Name
|
|
Salary(1)
|
|
Benefits(2)
|
|
Awards(3)
|
|
Benefit
|
|
John J. Mikulsky
|
|
$
|
458,250
|
|
|
$
|
48,623
|
|
|
$
|
39,728
|
|
|
$
|
546,601
|
|
Curt P. Sacks
|
|
$
|
105,000
|
|
|
$
|
7,017
|
|
|
$
|
2,563
|
|
|
$
|
114,580
|
|
Daniel P. Teuthorn
|
|
$
|
229,000
|
|
|
$
|
14,108
|
|
|
$
|
3,554
|
|
|
$
|
246,662
|
|
Steven F. Layton
|
|
$
|
197,083
|
|
|
$
|
20,000
|
|
|
$
|
7,695
|
|
|
$
|
224,778
|
|
|
|
|
(1) |
|
Reflects the greater of 9 months salary or 1.5 months
salary for each full year of employment for Mr. Mikulsky
(19.5 months) and the greater of 6 months salary or
1 month salary for each full year of employment up to a
maximum of 12 months for Mr. Sacks (6 months),
Mr. Teuthorn (12 months) and Mr. Layton
(11 months). |
|
(2) |
|
Reflects the greater of 9 months coverage or
1.5 months coverage for each full year of employment for
Mr. Mikulsky (20 months) and the greater of
6 months coverage or 1 month coverage for each full
year of employment up to a maximum of 12 months for
Mr. Sacks (6 months), Mr. Teuthorn
(12 months) and Mr. Layton (11 months). |
|
(3) |
|
Reflects value of options accelerated in the event of
termination without cause without a change of control. Since the
closing price of Endwaves common stock on
December 31, 2009, was $2.44 and the exercise prices of
certain options outstanding and
in-the-money
on December 31, 2009 were below the closing price, the
value of the options that would have been accelerated are
reflected above. |
80
Executive Officer Severance and Retention Plan Assuming a
Change of Control: The Compensation Committee
believes that it is in the best interests of stockholders if our
executive officers are able to focus on our business during both
strong and weak business cycles without being distracted by the
near-term financial impact that a potential termination of
employment might have on them personally. The Compensation
Committee also believes it is in the best interests of
stockholders if our executive officers are able to evaluate the
potential merits of a change of control transaction objectively
without being distracted by the potentially adverse personal
impact on themselves. The Compensation Committee believes that
the total potential value of all change of control agreements
with our executive officers is not disproportionate to the
overall market value of Endwave.
Under the Senior Executive Officer Severance and Retention Plan,
if our Chief Executive Officer is terminated without cause, or
resigns for certain specified reasons constituting constructive
termination, he will receive (i) salary and benefits
continuation based on his length of service with us and
(ii) acceleration of vesting of all of his stock options.
If our Chief Executive Officers employment is terminated
by us without cause or by the Chief Executive Officer for
certain specified reasons in connection with, or within six
months after, the change of control transaction, the Chief
Executive Officer will receive salary continuation for twice the
period that would have applied had such termination not occurred
in connection with a change of control as well as the
acceleration of vesting of all of his stock options.
Under the Executive Officer Severance Plan, if an executive
officer is terminated without cause, or resigns for certain
specified reasons constituting constructive termination, the
participating Senior Vice Presidents will receive salary and
benefits continuation based on the executive officers
position and length of service with us. Upon the closing of a
change of control transaction, if an executive officers
employment is terminated by us without cause or by the executive
officer for certain specified reasons in connection with, or
within six months after, the change of control transaction, the
executive officer will receive salary continuation for twice the
period that would have applied had such termination not occurred
in connection with a change of control, and the accelerated
vesting for all of the executive officers outstanding
stock options.
The following table shows the potential payout to named
executive officers under our Executive Officer Severance and
Retention Plan assuming termination occurs in connection with,
or within six months after, a change of control. The analysis
assumes the employees were terminated without cause on
December 31, 2009:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
COBRA
|
|
Option
|
|
Total
|
Name
|
|
Salary(1)
|
|
Benefits(2)
|
|
Awards(3)
|
|
Benefit
|
|
John J. Mikulsky
|
|
$
|
916,500
|
|
|
$
|
48,623
|
|
|
$
|
39,728
|
|
|
$
|
1,004,851
|
|
Curt P. Sacks
|
|
$
|
210,000
|
|
|
$
|
14,035
|
|
|
$
|
14,200
|
|
|
$
|
238,235
|
|
Daniel P. Teuthorn
|
|
$
|
229,000
|
|
|
$
|
14,108
|
|
|
$
|
13,791
|
|
|
$
|
256,899
|
|
Steven F. Layton
|
|
$
|
215,000
|
|
|
$
|
21,819
|
|
|
$
|
20,295
|
|
|
$
|
257,114
|
|
|
|
|
(1) |
|
Reflects the greater of 18 months salary or 3 months
salary for each full year of employment for Mr. Mikulsky
(39 months) and the 12 months salary for
Mr. Sacks, Mr. Teuthorn and Mr. Layton. |
|
(2) |
|
Reflects the greater of 9 months coverage or
1.5 months coverage for each full year of employment for
Mr. Mikulsky (20 months) and 12 months coverage
for Mr. Sacks, Mr. Teuthorn and Mr. Layton. |
|
(3) |
|
Reflects value of options accelerated in the event of
termination without cause in connection with a change of
control. Since the closing price of Endwaves common stock
on December 31, 2009, was $2.44 and the exercise prices of
certain options outstanding and
in-the-money
on December 31, 2009 were below the closing price, the
value of the options that would have been accelerated are
reflected above. |
81
Named
Executive Officer Compensation
The following table provides information regarding all plan and
non-plan compensation awarded to, earned by or paid to our chief
executive officer, our chief financial officer, each of our
other executive officers serving as such at the end of 2009 for
all services rendered in all capacities to us during 2007, 2008
and 2009. We refer to these executive officers as our named
executive officers.
Summary
Compensation Table
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
Option
|
|
Incentive Plan
|
|
All Other
|
|
Total
|
Name and Principal Position
|
|
Year
|
|
Salary
|
|
Bonus
|
|
Awards
|
|
Compensation
|
|
Compensation
|
|
Compensation
|
|
|
(1)
|
|
(2)
|
|
(3)
|
|
(4)
|
|
(5)
|
|
(6)
|
|
(7)
|
|
Edward A. Keible, Jr.
|
|
|
2009
|
|
|
$
|
365,215
|
|
|
|
|
|
|
$
|
304,986
|
|
|
$
|
0
|
|
|
$
|
1,070,126
|
|
|
$
|
1,740,327
|
|
Former President and Chief
|
|
|
2008
|
|
|
$
|
384,615
|
|
|
|
|
|
|
$
|
467,699
|
|
|
$
|
77,200
|
|
|
$
|
9,492
|
|
|
$
|
939,006
|
|
Executive Officer
|
|
|
2007
|
|
|
$
|
371,923
|
|
|
$
|
1,741
|
|
|
$
|
707,542
|
|
|
$
|
0
|
|
|
$
|
11,827
|
|
|
$
|
1,093,033
|
|
Brett W. Wallace
|
|
|
2009
|
|
|
$
|
130,327
|
|
|
|
|
|
|
$
|
40,703
|
|
|
$
|
0
|
|
|
$
|
215,198
|
|
|
$
|
386,228
|
|
Former Chief Financial Officer
|
|
|
2008
|
|
|
$
|
249,269
|
|
|
|
|
|
|
$
|
134,128
|
|
|
$
|
37,600
|
|
|
$
|
6,324
|
|
|
$
|
427,321
|
|
and Executive Vice President
|
|
|
2007
|
|
|
$
|
233,000
|
|
|
|
|
|
|
$
|
280,214
|
|
|
$
|
0
|
|
|
$
|
2,785
|
|
|
$
|
515,999
|
|
John J. Mikulsky
|
|
|
2009
|
|
|
$
|
282,000
|
|
|
|
|
|
|
$
|
130,576
|
|
|
$
|
0
|
|
|
$
|
2,618
|
|
|
$
|
415,194
|
|
President and Chief
|
|
|
2008
|
|
|
$
|
280,385
|
|
|
|
|
|
|
$
|
222,316
|
|
|
$
|
42,300
|
|
|
$
|
7,287
|
|
|
$
|
552,288
|
|
Executive Officer
|
|
|
2007
|
|
|
$
|
266,154
|
|
|
|
|
|
|
$
|
280,214
|
|
|
$
|
0
|
|
|
$
|
5,773
|
|
|
$
|
552,141
|
|
Curt P. Sacks
|
|
|
2009
|
|
|
$
|
199,615
|
|
|
|
|
|
|
$
|
112,430
|
|
|
$
|
0
|
|
|
$
|
9,718
|
|
|
$
|
321,763
|
|
Senior Vice President
and Chief Financial Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Steven F. Layton
|
|
|
2009
|
|
|
$
|
215,000
|
|
|
|
|
|
|
$
|
65,289
|
|
|
$
|
0
|
|
|
$
|
2,243
|
|
|
$
|
282,532
|
|
Senior Vice President
|
|
|
2008
|
|
|
$
|
213,731
|
|
|
|
|
|
|
$
|
111,158
|
|
|
$
|
21,500
|
|
|
$
|
5,492
|
|
|
$
|
351,881
|
|
Sales and Marketing
|
|
|
2007
|
|
|
$
|
201,808
|
|
|
|
|
|
|
$
|
140,107
|
|
|
$
|
0
|
|
|
$
|
55,903
|
|
|
$
|
397,818
|
|
Daniel F. Teuthorn
|
|
|
2009
|
|
|
$
|
229,000
|
|
|
|
|
|
|
$
|
60,862
|
|
|
$
|
0
|
|
|
$
|
2,333
|
|
|
$
|
292,195
|
|
Senior Vice President
|
|
|
2008
|
|
|
$
|
227,731
|
|
|
|
|
|
|
$
|
93,540
|
|
|
$
|
22,900
|
|
|
$
|
86,921
|
|
|
$
|
431,092
|
|
Product Development and Operations
|
|
|
2007
|
|
|
$
|
216,039
|
|
|
|
|
|
|
$
|
140,107
|
|
|
$
|
0
|
|
|
$
|
57,172
|
|
|
$
|
413,318
|
|
|
|
|
(1) |
|
Mr. Keible resigned from the company in November, 2009 and
Mr. Wallace resigned in June, 2009. Mr. Mikulsky was
promoted to the position of Chief Executive Officer in December
2009 and Mr. Sacks was promoted to the position of Chief
Financial Officer in June 2009. |
|
(2) |
|
The amounts in this column reflect annual salary earned. |
|
(3) |
|
Reflects cash bonus paid to Mr. Keible for the award of a
patent. |
|
(4) |
|
The amounts in this column represent the compensation cost
related to stock option awards issued to named executive
officers. For purposes of this table, the fair value excludes
the impact of estimated forfeitures. For a discussion of other
valuation assumptions, see Note 8 to our consolidated
financial statements included elsewhere in this report. |
|
(5) |
|
The amounts in this column represent total performance-based
bonuses earned for services rendered during the fiscal year. |
|
(6) |
|
The amounts in this column represent all other compensation
payments. For Mr. Keible all other compensation of
$1,070,126 includes $965,000 of severance to be paid over
30 months beginning in 2010. For Mr. Wallace all other
compensation of $215,198 includes $188,250 of severance paid
during 2009. Also included are total payments made by Endwave
for group insurance, educational reimbursement and 401(k)
employer matching contributions. Other Compensation for
Mr. Teuthorn included educational reimbursement of $81,123
in 2008 and $52,459 in 2007. |
|
(7) |
|
The dollar value in this column for each named executive officer
represents the sum of all compensation reflected in the
preceding columns. |
82
The following table provides information with regard to
potential cash bonuses paid or payable in 2009 under our
performance-based, non-equity incentive plan, and with regard to
stock options granted to each named executive officer during
2009. During 2009, Endwave offered to exchange certain
fully-vested
out-of-the-money
options for new options with a two-year vesting period, except
for options to purchase 67,143 shares issued to
non-employee members of our Board of Directors, which primarily
have a one-year vesting period, and an exercise price based on
the prevailing per share price of our common stock. All Endwave
employees including executive officers and non-executive
directors were offered the opportunity to exchange options with
exercise prices above $5.00 per share for these newly-issued
options. The Compensation Committee took this action with the
intent of aligning our employees interests with our
stockholders interests and fostering employee retention.
Believing that these
out-of-the-money
options no longer provided the long-term incentive and retention
objectives that they were intended to provide, the exchange
offer addressed this situation by providing employees with an
opportunity to exchange eligible option grants for new option
grants. This exchange offer was completed on September 11,
2009. The table below reflects options that were granted as part
of this exchange offer as well as annual options grants for
2009. Other than the options awards noted below, there were no
other stock awards granted during 2009.
Grants of
Plan-Based Awards in Fiscal 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
|
|
|
|
|
|
Grant Date
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option
|
|
|
|
|
|
Closing
|
|
|
Grant Date
|
|
|
|
|
|
|
Estimated Possible Payouts
|
|
|
Awards:
|
|
|
Exercise
|
|
|
Market
|
|
|
Fair
|
|
|
|
|
|
|
Under Non-Equity Incentive
|
|
|
Number of
|
|
|
or Base
|
|
|
Price of
|
|
|
Value of
|
|
|
|
|
|
|
Plan Awards
|
|
|
Securities
|
|
|
Price of
|
|
|
Securities
|
|
|
Stock and
|
|
|
|
|
|
|
|
|
|
Underlying
|
|
|
Option
|
|
|
Underlying
|
|
|
Option
|
|
|
|
Grant
|
|
|
Threshold
|
|
|
Target
|
|
|
Maximum
|
|
|
Options
|
|
|
Awards
|
|
|
Option
|
|
|
Awards
|
Name
|
|
|
Date
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
(#)
|
|
|
($/Sh)
|
|
|
($/Sh)(1)
|
|
|
($)
|
Edward A. Keible, Jr
|
|
|
|
2/6/09
|
|
|
|
$
|
0
|
|
|
|
$
|
0
|
|
|
|
$
|
0
|
|
|
|
|
100,000
|
|
|
|
$
|
1.81
|
|
|
|
$
|
1.89
|
|
|
|
$
|
101,756
|
(4)
|
|
Edward A. Keible, Jr.
|
|
|
|
9/11/09
|
|
|
|
$
|
0
|
|
|
|
$
|
0
|
|
|
|
$
|
0
|
|
|
|
|
142,102
|
|
|
|
$
|
2.53
|
|
|
|
$
|
2.60
|
|
|
|
$
|
203,229
|
(4)
|
|
Brett W. Wallace
|
|
|
|
2/6/09
|
|
|
|
$
|
0
|
|
|
|
$
|
0
|
|
|
|
$
|
0
|
|
|
|
|
40,000
|
|
|
|
$
|
1.81
|
|
|
|
$
|
1.89
|
|
|
|
$
|
40,703
|
(4)
|
|
John J. Mikulsky
|
|
|
|
2/6/09
|
|
|
|
$
|
0
|
|
|
|
$
|
0
|
|
|
|
$
|
0
|
|
|
|
|
40,000
|
|
|
|
$
|
1.81
|
|
|
|
$
|
1.89
|
|
|
|
$
|
40,703
|
(2)
|
|
John J. Mikulsky
|
|
|
|
9/11/09
|
|
|
|
$
|
0
|
|
|
|
$
|
0
|
|
|
|
$
|
0
|
|
|
|
|
66,639
|
|
|
|
$
|
2.53
|
|
|
|
$
|
2.60
|
|
|
|
$
|
89,874
|
(3)
|
|
Curt P. Sacks
|
|
|
|
2/6/09
|
|
|
|
$
|
0
|
|
|
|
$
|
0
|
|
|
|
$
|
0
|
|
|
|
|
20,000
|
|
|
|
$
|
1.81
|
|
|
|
$
|
1.89
|
|
|
|
$
|
20,351
|
(2)
|
|
Curt P. Sacks
|
|
|
|
7/31/09
|
|
|
|
$
|
0
|
|
|
|
$
|
0
|
|
|
|
$
|
0
|
|
|
|
|
40,000
|
|
|
|
$
|
2.40
|
|
|
|
$
|
2.38
|
|
|
|
$
|
53,900
|
(2)
|
|
Curt P. Sacks
|
|
|
|
9/11/09
|
|
|
|
$
|
0
|
|
|
|
$
|
0
|
|
|
|
$
|
0
|
|
|
|
|
31,873
|
|
|
|
$
|
2.53
|
|
|
|
$
|
2.60
|
|
|
|
$
|
38,178
|
(3)
|
|
Daniel P. Teuthorn
|
|
|
|
2/6/09
|
|
|
|
$
|
0
|
|
|
|
$
|
0
|
|
|
|
$
|
0
|
|
|
|
|
20,000
|
|
|
|
$
|
1.81
|
|
|
|
$
|
1.89
|
|
|
|
$
|
20,351
|
(2)
|
|
Daniel P. Teuthorn
|
|
|
|
9/11/09
|
|
|
|
$
|
0
|
|
|
|
$
|
0
|
|
|
|
$
|
0
|
|
|
|
|
30,518
|
|
|
|
$
|
2.53
|
|
|
|
$
|
2.60
|
|
|
|
$
|
40,511
|
(3)
|
|
Steven F. Layton
|
|
|
|
2/6/09
|
|
|
|
$
|
0
|
|
|
|
$
|
0
|
|
|
|
$
|
0
|
|
|
|
|
20,000
|
|
|
|
$
|
1.81
|
|
|
|
$
|
1.89
|
|
|
|
$
|
20,351
|
(2)
|
|
Steven F. Layton
|
|
|
|
9/11/09
|
|
|
|
$
|
0
|
|
|
|
$
|
0
|
|
|
|
$
|
0
|
|
|
|
|
34,747
|
|
|
|
$
|
2.53
|
|
|
|
$
|
2.60
|
|
|
|
$
|
44,938
|
(3)
|
|
|
|
|
(1) |
|
The exercise price for option awards is determined as the
closing price on the day prior to grant. Therefore, the grant
date closing price of the security underlying the option can
differ materially, positively or negatively, from the exercise
price of the option award. |
|
(2) |
|
Each option vests as to 1/8 of the shares of common stock
underlying it on the six month anniversary of the grant date,
with the remaining seven-eighths of the grant vesting in equal
quarterly installments over the remaining four-year vesting
period. For the purposes of this table, the value excludes the
impact of estimated forfeitures. For a discussion of other
valuation assumptions, see Note 8 to our consolidated
financial statements. |
|
(3) |
|
Each option vests as to 25% of the shares of common stock
underlying it on the six-month anniversary of the grant date,
with the remainder vesting in equal quarterly installments over
the following six quarters. For the purposes of this table, the
value excludes the impact of estimated forfeitures. |
|
(4) |
|
The vesting of such options was accelerated in full upon
termination of employment. |
83
The following table provides information regarding each
unexercised stock option held by each of our named executive
officers as of December 31, 2009. Other than stock options
as noted, there were no other stock awards outstanding at
December 31, 2009.
Outstanding
Equity Awards at December 31, 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Securities Underlying
|
|
Option
|
|
Option
|
|
|
Unexercised Options(1)(2)
|
|
Exercise
|
|
Expiration
|
Name and Principal Position
|
|
Exercisable
|
|
Unexercisable
|
|
Price
|
|
Date
|
|
Edward A. Keible, Jr.
|
|
|
100,000
|
|
|
|
0
|
|
|
$
|
1.81
|
|
|
|
2/5/2019
|
|
|
|
|
33,333
|
(3)
|
|
|
0
|
|
|
$
|
2.53
|
|
|
|
9/10/2019
|
|
|
|
|
1,358
|
(3)
|
|
|
0
|
|
|
$
|
2.53
|
|
|
|
9/10/2019
|
|
|
|
|
12,500
|
(3)
|
|
|
0
|
|
|
$
|
2.53
|
|
|
|
9/10/2019
|
|
|
|
|
9,579
|
(3)
|
|
|
0
|
|
|
$
|
2.53
|
|
|
|
9/10/2019
|
|
|
|
|
25,000
|
(3)
|
|
|
0
|
|
|
$
|
2.53
|
|
|
|
9/10/2019
|
|
|
|
|
2,038
|
(3)
|
|
|
0
|
|
|
$
|
2.53
|
|
|
|
9/10/2019
|
|
|
|
|
12,128
|
(3)
|
|
|
0
|
|
|
$
|
2.53
|
|
|
|
9/10/2019
|
|
|
|
|
33,333
|
(3)
|
|
|
0
|
|
|
$
|
2.53
|
|
|
|
9/10/2019
|
|
|
|
|
12,500
|
(3)
|
|
|
0
|
|
|
$
|
2.53
|
|
|
|
9/10/2019
|
|
|
|
|
333
|
(3)
|
|
|
0
|
|
|
$
|
2.53
|
|
|
|
9/10/2019
|
|
Brett W. Wallace
|
|
|
40,000
|
|
|
|
0
|
|
|
$
|
1.81
|
|
|
|
2/5/2019
|
|
John J. Mikulsky
|
|
|
5,860
|
|
|
|
0
|
|
|
$
|
1.17
|
|
|
|
1/30/2013
|
|
|
|
|
13,894
|
|
|
|
0
|
|
|
$
|
1.93
|
|
|
|
6/5/2013
|
|
|
|
|
40,000
|
|
|
|
0
|
|
|
$
|
1.81
|
|
|
|
2/5/2019
|
|
|
|
|
13,333
|
(3)
|
|
|
0
|
|
|
$
|
2.53
|
|
|
|
9/10/2019
|
|
|
|
|
1,552
|
(3)
|
|
|
0
|
|
|
$
|
2.53
|
|
|
|
9/10/2019
|
|
|
|
|
3,447
|
(3)
|
|
|
0
|
|
|
$
|
2.53
|
|
|
|
9/10/2019
|
|
|
|
|
10,000
|
(3)
|
|
|
0
|
|
|
$
|
2.53
|
|
|
|
9/10/2019
|
|
|
|
|
10,000
|
(3)
|
|
|
0
|
|
|
$
|
2.53
|
|
|
|
9/10/2019
|
|
|
|
|
5,000
|
(3)
|
|
|
0
|
|
|
$
|
2.53
|
|
|
|
9/10/2019
|
|
|
|
|
2,038
|
(3)
|
|
|
0
|
|
|
$
|
2.53
|
|
|
|
9/10/2019
|
|
|
|
|
6,295
|
(3)
|
|
|
0
|
|
|
$
|
2.53
|
|
|
|
9/10/2019
|
|
|
|
|
1,641
|
(3)
|
|
|
0
|
|
|
$
|
2.53
|
|
|
|
9/10/2019
|
|
|
|
|
13,333
|
(3)
|
|
|
0
|
|
|
$
|
2.53
|
|
|
|
9/10/2019
|
|
Curt P. Sacks
|
|
|
20,000
|
|
|
|
0
|
|
|
$
|
1.81
|
|
|
|
2/5/2019
|
|
|
|
|
40,000
|
|
|
|
0
|
|
|
$
|
2.40
|
|
|
|
7/30/2019
|
|
|
|
|
6,666
|
(3)
|
|
|
0
|
|
|
$
|
2.53
|
|
|
|
9/10/2019
|
|
|
|
|
875
|
(3)
|
|
|
0
|
|
|
$
|
2.53
|
|
|
|
9/10/2019
|
|
|
|
|
1,000
|
(3)
|
|
|
0
|
|
|
$
|
2.53
|
|
|
|
9/10/2019
|
|
|
|
|
2,500
|
(3)
|
|
|
0
|
|
|
$
|
2.53
|
|
|
|
9/10/2019
|
|
|
|
|
13,333
|
(3)
|
|
|
0
|
|
|
$
|
2.53
|
|
|
|
9/10/2019
|
|
|
|
|
833
|
(3)
|
|
|
0
|
|
|
$
|
2.53
|
|
|
|
9/10/2019
|
|
|
|
|
6,666
|
(3)
|
|
|
0
|
|
|
$
|
2.53
|
|
|
|
9/10/2019
|
|
Steven F. Layton
|
|
|
1,351
|
|
|
|
0
|
|
|
$
|
1.17
|
|
|
|
1/30/2013
|
|
|
|
|
2,813
|
|
|
|
0
|
|
|
$
|
1.93
|
|
|
|
6/5/2013
|
|
|
|
|
8,910
|
|
|
|
0
|
|
|
$
|
1.93
|
|
|
|
6/5/2013
|
|
|
|
|
20,000
|
|
|
|
0
|
|
|
$
|
1.81
|
|
|
|
2/5/2019
|
|
|
|
|
6,666
|
(3)
|
|
|
0
|
|
|
$
|
2.53
|
|
|
|
9/10/2019
|
|
|
|
|
1,552
|
(3)
|
|
|
0
|
|
|
$
|
2.53
|
|
|
|
9/10/2019
|
|
|
|
|
947
|
(3)
|
|
|
0
|
|
|
$
|
2.53
|
|
|
|
9/10/2019
|
|
|
|
|
5,000
|
(3)
|
|
|
0
|
|
|
$
|
2.53
|
|
|
|
9/10/2019
|
|
|
|
|
5,000
|
(3)
|
|
|
0
|
|
|
$
|
2.53
|
|
|
|
9/10/2019
|
|
|
|
|
2,916
|
(3)
|
|
|
0
|
|
|
$
|
2.53
|
|
|
|
9/10/2019
|
|
|
|
|
2,446
|
(3)
|
|
|
0
|
|
|
$
|
2.53
|
|
|
|
9/10/2019
|
|
|
|
|
3,554
|
(3)
|
|
|
0
|
|
|
$
|
2.53
|
|
|
|
9/10/2019
|
|
|
|
|
6,666
|
(3)
|
|
|
0
|
|
|
$
|
2.53
|
|
|
|
9/10/2019
|
|
84
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Securities Underlying
|
|
Option
|
|
Option
|
|
|
Unexercised Options(1)(2)
|
|
Exercise
|
|
Expiration
|
Name and Principal Position
|
|
Exercisable
|
|
Unexercisable
|
|
Price
|
|
Date
|
|
Daniel P. Teuthorn
|
|
|
938
|
|
|
|
0
|
|
|
$
|
1.17
|
|
|
|
1/30/2013
|
|
|
|
|
20,000
|
|
|
|
0
|
|
|
$
|
1.81
|
|
|
|
2/5/2019
|
|
|
|
|
6,666
|
(3)
|
|
|
0
|
|
|
$
|
2.53
|
|
|
|
9/10/2019
|
|
|
|
|
1,358
|
(3)
|
|
|
0
|
|
|
$
|
2.53
|
|
|
|
9/10/2019
|
|
|
|
|
829
|
(3)
|
|
|
0
|
|
|
$
|
2.53
|
|
|
|
9/10/2019
|
|
|
|
|
2,500
|
(3)
|
|
|
0
|
|
|
$
|
2.53
|
|
|
|
9/10/2019
|
|
|
|
|
5,000
|
(3)
|
|
|
0
|
|
|
$
|
2.53
|
|
|
|
9/10/2019
|
|
|
|
|
2,500
|
(3)
|
|
|
0
|
|
|
$
|
2.53
|
|
|
|
9/10/2019
|
|
|
|
|
2,038
|
(3)
|
|
|
0
|
|
|
$
|
2.53
|
|
|
|
9/10/2019
|
|
|
|
|
2,961
|
(3)
|
|
|
0
|
|
|
$
|
2.53
|
|
|
|
9/10/2019
|
|
|
|
|
6,666
|
(3)
|
|
|
0
|
|
|
$
|
2.53
|
|
|
|
9/10/2019
|
|
|
|
|
(1) |
|
Each option vests as to 1/8 of the shares of common stock
underlying it on the six month anniversary of the grant date,
with the remaining seven-eighths of the grant vesting in equal
quarterly installments over the remaining four-year vesting
period. Each option expires ten years after the date of grant
or, if earlier, three months after termination of employment in
most cases. |
|
(2) |
|
All options described in the above table are reflected as
exercisable because all options granted to our executive
officers have an early exercise feature that allows
optionees to exercise unvested options, subject to our right to
repurchase the unvested shares at cost upon the optionees
termination of employment. Options unvested as of
December 31, 2009 are as follows: Keible, 0; Wallace, 0;
Mikulsky, 99,139; Sacks, 83,123; Layton, 50,997; and Teuthorn,
46,768. |
|
(3) |
|
This option was replaced in our 2009 option exchange program for
an option with an exercise price per share of $2.53. As required
by such program, the new option vests over two years beginning
in September, 2009. |
2009
Option Exercises
There were no stock options exercised by our named executive
officers during 2009.
Compensation
of Non-Employee Directors
The following table provides information regarding compensation
paid to our non-employee directors who served on our board as of
December 31, 2009.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fees Paid
|
|
Option
|
|
Total
|
Name
|
|
In Cash
|
|
Awards(1)
|
|
Compensation
|
|
Edward C.V. Winn, Chairman
|
|
$
|
44,000
|
|
|
$
|
18,712
|
|
|
$
|
62,712
|
|
Joseph J. Lazzara
|
|
$
|
34,000
|
|
|
$
|
11,989
|
|
|
$
|
45,989
|
|
John F. McGrath
|
|
$
|
41,000
|
|
|
$
|
11,989
|
|
|
$
|
52,989
|
|
Wade Meyercord
|
|
$
|
33,000
|
|
|
$
|
11,989
|
|
|
$
|
44,989
|
|
Eric D. Stonestrom
|
|
$
|
28,000
|
|
|
$
|
16,336
|
|
|
$
|
44,336
|
|
|
|
|
(1) |
|
The amounts included in the Option Awards column
represent the compensation cost related to stock option awards
issued in 2009. For purposes of this table, the value excludes
the impact of estimated forfeitures. For a discussion of other
valuation assumptions, see Note 8 to our consolidated
financial statements. |
At its January 2009 meeting, the Compensation Committee
completed its annual review of cash and equity compensation of
the board. The Compensation Committee reviewed the cash and
equity board compensation paid by a set of technology companies
with revenues and market capitalization similar to those of
Endwave. The Compensation Committee recommended to the full
Board of Directors that cash compensation remain unchanged from
2008 and the Board of Directors approved. The levels of cash
compensation shown below were reviewed and approved based on
projected current median pay levels of the peer group. The
members of the Board of Directors are also eligible for
reimbursement for travel expenses incurred in connection with
attendance at Board of Directors and committee meetings in
accordance with Endwave company policy.
85
Board
Membership Fees Payable to Non-Employee Directors
|
|
|
|
|
Non-Employee Director Annual Retainer
|
|
$
|
25,000
|
|
Board Chair Annual Retainer
|
|
$
|
10,000
|
|
Audit Committee Chair Annual Retainer
|
|
$
|
16,000
|
|
Audit Committee Member Annual Retainer
|
|
$
|
6,000
|
|
Compensation Committee Chair Annual Retainer
|
|
$
|
8,000
|
|
Compensation Committee Member Annual Retainer
|
|
$
|
3,000
|
|
Nominating and Governance Committee Chair Annual Retainer
|
|
$
|
3,000
|
|
Nominating and Governance Committee Member Annual Retainer
|
|
$
|
0
|
|
Board Meeting Fee
|
|
$
|
0
|
|
Committee Meeting Fee
|
|
$
|
0
|
|
Non-employee directors are eligible to receive automatic option
grants made under our Companys 2000 Non-Employee Director
Plan and our Companys 2007 Equity Incentive Plan. Pursuant
to these plans, each non-employee director is granted an option,
referred to as an initial option, to purchase 20,000 shares
of common stock automatically upon his or her initial election
or appointment to the Board of Directors. Each non-employee
director is also granted an option, referred to as an annual
option, to purchase an additional 10,000 shares of common
stock each year after his or her election or appointment to the
Board of Directors. Such annual option is granted on May 1.
In either case, if any non-employee director has not served in
that capacity for the entire period since the preceding grant
date, then the number of shares subject to the annual grant will
be reduced, pro rata, for each full quarter the director did not
serve during the previous period. All such options expire after
ten years and have an exercise price equal to the fair market
value on the date of grant. All initial options vest over four
years at the rate of
1/48
of the total option shares per month. Annual options granted
after February 2008 vest over one year at the rate of
1/12
of the total option shares per month. Our Companys
non-employee directors are also eligible to participate in our
Companys 2007 Equity Incentive Plan on a discretionary
basis. No discretionary awards were made to non-employee
directors during 2009.
Report of
the Compensation
Committee1
The Compensation Committee has reviewed and discussed with
management the Compensation Discussion and Analysis, or
CD&A, contained in this report. Based on this review and
discussion, the Compensation Committee has recommended to our
board of directors that the CD&A be included in this report
as well as our proxy statement for our 2010 annual meeting of
stockholders.
Wade Meyercord
Joseph Lazzara
Edward Winn
1 The
material in this report is not soliciting material,
is not deemed filed with the Securities and Exchange
Commission and is not to be incorporated by reference in any of
our filings under the Securities Act of 1933, as amended, or the
Securities Exchange Act of 1934, as amended, whether made before
or after the date hereof and irrespective of any general
incorporation language in any such filing
86
|
|
Item 12.
|
Security
Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters
|
The following table sets forth certain information regarding the
ownership of our common stock as of February 5, 2010 by:
(i) each of our named executive officers; (ii) each
director; (iii) our executive officers and directors as a
group; and (iv) all those known by us to be beneficial
owners of more than five percent of our common stock. Except as
otherwise indicated, the address of each of the persons set
forth below is
c/o Endwave
Corporation, 130 Baytech Drive, San Jose, California 95134.
|
|
|
|
|
|
|
|
|
|
|
Common Stock
|
Name and Address
|
|
Number
|
|
Percent(2)
|
|
Entities affiliated with Empire Capital Management, LLC(3)
|
|
|
1,336,592
|
|
|
|
13.80
|
|
1 Gorham Island, Suite 201
Westport, CT 06880
|
|
|
|
|
|
|
|
|
Entities affiliated with Eagle Rock
|
|
|
957,525
|
|
|
|
9.88
|
|
Capital Management(4)
551 Fifth Avenue, 34th Floor
New York, NY 10176
|
|
|
|
|
|
|
|
|
Entities affiliated with Potomac Capital
|
|
|
829,505
|
|
|
|
8.56
|
|
Management(5)
825 Third Avenue
New York, NY 10022
|
|
|
|
|
|
|
|
|
Entities affiliated with Dimensional
|
|
|
752,035
|
|
|
|
7.76
|
|
Fund Advisors LP(6)
1299 Ocean Ave.
Santa Monica, CA 90401
|
|
|
|
|
|
|
|
|
John J. Mikulsky(7)
|
|
|
304,298
|
|
|
|
3.14
|
|
Curt P. Sacks(8)
|
|
|
127,959
|
|
|
|
1.32
|
|
Daniel P. Teuthorn(9)
|
|
|
102,884
|
|
|
|
1.06
|
|
Steven F. Layton(10)
|
|
|
96,210
|
|
|
|
1.00
|
|
Edward C.V. Winn(11)
|
|
|
15,216
|
|
|
|
*
|
|
Joseph J. Lazzara(12)
|
|
|
14,418
|
|
|
|
*
|
|
John F. McGrath, Jr.(11)
|
|
|
13,523
|
|
|
|
*
|
|
Wade Meyercord(11)
|
|
|
13,442
|
|
|
|
*
|
|
All directors and executive officers as a group
(8 persons)(13)
|
|
|
687,950
|
|
|
|
7.10
|
|
|
|
|
* |
|
Less than one percent. |
|
(1) |
|
This table is based upon information supplied to us by our
officers, directors and principal stockholders and upon any
Schedules 13D or 13G filed with the Securities and Exchange.
Unless otherwise indicated in the footnotes to this table, and
subject to community property laws where applicable, we believe
that each of the stockholders named in this table has sole
voting and investment power with respect to the shares indicated
as beneficially owned. |
|
(2) |
|
Applicable percentages are based on 9,684,756 shares
outstanding on February 5, 2010, adjusted as required by
rules promulgated by the Securities and Exchange Commission. |
|
(3) |
|
Empire GP, the general partner of Empire Capital, has the power
to direct the affairs of Empire Capital, including decisions
respecting the disposition of the proceeds from the sale of the
Common Stock. Empire Management, the investment manager of the
Empire Overseas Fund has the power to direct the affairs of the
Empire Overseas Fund, including decisions respecting the
disposition of the proceeds from the sale of the Common Stock.
Empire Management, pursuant to investment management agreements
with Charter Oak, Charter Oak II and Charter Oak Master,
has the power to dispose of the proceeds from the sale of the
Common Stock with respect to those assets of the Charter Oak
Funds under its discretion. Empire Management, pursuant to an
investment management agreement with the Enhanced Master Fund,
has the power to dispose |
87
|
|
|
|
|
of the proceeds from the sale of the Common Stock with respect
to those assets under its discretion. Messrs. Fine and
Richards are the Members of Empire GP and Empire Management, and
in their capacities direct the operations of Empire GP and
Empire Management. |
|
(4) |
|
The shares are held by EagleRock Master Fund, L.P.
(ERMF) and EagleRock Institutional Partners LP
(ERIP). EagleRock Capital Management, LLC
(EagleRock) is the investment manager of ERMF and
ERIP and has sole power to vote and dispose of the shares held
by ERMF and ERIP and may be deemed to beneficially own such
shares. Nader Tavakoli is the Manager of EagleRock and may
direct the voting and disposition of the shares held by ERMF and
ERIP and may be deemed to beneficially own such shares. |
|
(5) |
|
Potomac Capital Partners LP is a private investment partnership
formed under the laws of the State of Delaware. Potomac Capital
Management LLC is the General Partner of Potomac Capital
Partners LP. Mr. Paul J. Solit is the Managing Member of
Potomac Capital Management LLC. |
|
(6) |
|
Dimensional Fund Advisors LP (formerly, Dimensional
Fund Advisors, Inc.) (Dimensional), an
investment advisor registered under Section 203 of the
Investment Advisors Act of 1940, furnishes investment advice to
four investment companies registered under the Investment
Company Act of 1940, and serves as investment manager to certain
other commingled group trusts and separate accounts. These
investment companies, trusts and accounts are the
Funds. In its role as investment advisor or manager,
Dimensional possesses investment and/or voting power over the
securities of the Issuer described in this schedule that are
owned by the Funds, and may be deemed to be the beneficial owner
of the shares of the Issuer held by the Funds. However, all
securities reported are owned by the Funds. Dimensional
disclaims beneficial ownership of such securities.
Mr. Christopher Crossan, Global Chief Compliance Officer,
is a General Partner of Dimensional Holdings Inc. |
|
(7) |
|
Includes 236,393 shares issuable upon exercise of options
exercisable within 60 days of the date of this table. If
exercised in full within 60 days of the date of this table,
189,976 shares would be subject to repurchase by us. |
|
(8) |
|
Includes 115,873 shares issuable upon exercise of options
exercisable within 60 days of the date of this table. If
exercised in full within 60 days of the date of this table,
95,402 shares would be subject to repurchase by us. |
|
(9) |
|
Includes 75,456 shares issuable upon exercise of options
exercisable within 60 days of the date of this table. If
exercised in full within 60 days of the date of this table,
61,885 shares would be subject to repurchase by us. |
|
(10) |
|
Includes 91,821 shares issuable upon exercise of options
exercisable within 60 days of the date of this table. If
exercised in full within 60 days of the date of this table,
65,058 shares would be subject to repurchase by us. |
|
(11) |
|
Represents shares issuable upon exercise of options exercisable
within 60 days of the date of this table. |
|
(12) |
|
Includes 13,418 shares issuable upon exercise of options
exercisable within 60 days of the date of this table. Also
includes 1,000 shares held jointly in the name of Joseph J.
and Nancy B. Lazzara. |
|
(13) |
|
See footnotes 7 through 12 above, as applicable. Includes
575,142 shares issuable upon exercise of options
exercisable within 60 days of the date of this table. If
exercised in full within 60 days of the date of this table,
412,321 shares would be subject to a repurchase right by us. |
88
|
|
Item 13.
|
Certain
Relationships and Related Transactions and Director
Independence
|
Indemnification
Our Bylaws provide that we will indemnify our directors and
executive officers and may indemnify our other officers,
employees and other agents to the extent not prohibited by
Delaware law. The Bylaws also require us to advance litigation
expenses in the case of stockholder derivative actions or other
actions. The indemnified party must repay such advances if it is
ultimately determined that the indemnified party is not entitled
to indemnification.
Related-Person
Transactions Policy and Procedures
We have a corporate policy with regard to our policies and
procedures for the identification, review, consideration and
approval or ratification of related-person
transactions. For purposes of our policy only, a
related-person transaction is a transaction,
arrangement or relationship (or any series of similar
transactions, arrangements or relationships) in which Endwave
and any related person are participants involving an
amount that exceeds $5,000. Transactions involving compensation
for services provided to Endwave as an employee, director,
consultant or similar capacity by a related person are not
covered by this policy. A related person is any executive
officer, director, or more than 5% stockholder of the Company,
including any of their immediate family members, and any entity
owned or controlled by such persons.
In the event any transaction in which Endwave proposes to engage
is a related-person transaction, our management must present
information regarding the proposed related-person transaction to
the disinterested non-employee members of our board of directors
for consideration and approval or ratification. The presentation
must include a description of, among other things, the material
facts, the interests, direct and indirect, of the related
persons, the benefits to Endwave of the transaction and whether
any alternative transactions were available. To identify
related-person transactions in advance, we rely on information
supplied by our executive officers, directors and significant
stockholders. In considering related-person transactions, the
disinterested non-employee members of the board take into
account the relevant available facts and circumstances
including, but not limited to (a) the risks, costs and
benefits to Endwave, (b) the impact on a directors
independence in the event the related person is a director,
immediate family member of a director or an entity with which a
director is affiliated, (c) the terms of the transaction,
(d) the availability of other sources for comparable
services or products and (e) the terms available to or
from, as the case may be, unrelated third parties or to or from
employees generally. In the event a director has an interest in
the proposed transaction, the director must recuse himself or
herself form the deliberations and approval. The policy requires
that, in determining whether to approve, ratify or reject a
related-person transaction, the disinterested non-employee
members of the board look at, in light of known circumstances,
whether the transaction is in, or is not inconsistent with, the
best interests of Endwave and its stockholders, as determined in
the good faith exercise of such directors discretion.
Independence
of the Board of Directors
As required under the NASDAQ Stock Market, or Nasdaq, listing
standards, a majority of the members of our Board of Directors
must qualify as independent, as affirmatively
determined by our board of directors. Our board of directors
consults with our counsel to ensure that the boards
determinations are consistent with relevant securities and other
laws and regulations regarding the definition of
independent, including those set forth in pertinent
listing standards of the NASDAQ, as in effect time to time.
Consistent with these considerations, after review of all
relevant transactions or relationships between each director, or
any of his or her family members, and Endwave, its senior
management and its independent registered public accounting
firm, our board of directors has affirmatively determined that
the following five directors are independent directors within
the meaning of the applicable NASDAQ listing standards:
Mr. Winn, Mr. Meyercord, Mr. Lazzara and
Mr. McGrath. In making this determination, the board found
that none of these directors had a material or other
disqualifying relationship with Endwave. Mr. Mikulsky, our
President and Chief Executive Officer, is not an independent
director by virtue of his employment with Endwave.
89
|
|
Item 14.
|
Principal
Accounting Fees and Services
|
The following table shows the fees paid or accrued by Endwave
for the audit and other services provided by our independent
registered public accounting firm Burr Pilger Mayer, Inc. or
BPM, for fiscal 2009 and 2008 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
|
Audit Fees(1)
|
|
$
|
336
|
|
|
$
|
382
|
|
Audit-related Fees(2)
|
|
|
13
|
|
|
|
|
|
Tax Fees
|
|
|
|
|
|
|
|
|
All Other Fees
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
349
|
|
|
$
|
382
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Audit fees represent fees for professional services provided in
connection with the audit of our annual consolidated financial
statements, review of our quarterly condensed consolidated
financial statements and services that are normally provided by
BPM in connection with statutory and regulatory filings or
engagements. |
|
(2) |
|
Audit-related fees consist of assurance and related services
that are reasonably related to the performance of the audit or
review of our consolidated financial statements and are not
reported above under audit fees. The services provided for the
fees disclosed under this category include due diligence and
accounting consultations in connection with acquisitions. |
Independence
of Independent Registered Public Accounting Firm and
Pre-Approval Policy
Our Audit Committee has determined that the provision by BPM of
non-audit services is compatible with maintaining the
independence of BPM. The Audit Committee has adopted a policy
for the pre-approval of audit and non-audit services rendered by
our independent registered public accounting firm. The policy
generally pre-approves specified services in the defined
categories of audit services, audit-related services and tax
services for up to $5,000. Pre-approval may also be given as
part of the Audit Committees approval of the scope of the
engagement of the independent registered public accounting firm
or on an individual explicit
case-by-case
basis before the independent registered public accounting firm
is engaged to provide each service. The pre-approval of services
may be delegated to one or more of the Audit Committees
members, but the decision must be reported to the full Audit
Committee at its next scheduled meeting. During fiscal 2009, all
services provided by BPM were pre-approved by the Audit
Committee.
PART IV
|
|
Item 15.
|
Exhibits
and Financial Statement Schedules
|
(a) Financial Statements Schedules and
Exhibits.
(1) The following consolidated financial statements are
included in Item 8:
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets
Consolidated Statements of Operations
Consolidated Statements of Changes in Stockholders Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
(2) The following financial statement schedule is included
in Item 15(d): Schedule II Valuation and
Qualifying Accounts.
90
All other schedules not listed above have been omitted because
they are inapplicable or are not required.
(3) Listing of Exhibits:
(b) Intentionally omitted
(c) Exhibits
INDEX TO
EXHIBITS
|
|
|
|
|
Number
|
|
Description
|
|
|
2
|
.1(1)
|
|
Stock Purchase Agreement among the Registrant and the
stockholders and option holders of ALC Microwave, Inc. dated
April 19, 2007.
|
|
2
|
.2(18)
|
|
Asset Purchase Agreement among the Registrant, Microsemi
Corporation and SHR Corporation dated April 30, 2009.
|
|
2
|
.3(18)
|
|
Indemnification Agreement between the Registrant and Microsemi
Corporation dated April 30, 2009.
|
|
3
|
.1(2)
|
|
Amended and Restated Certificate of Incorporation effective
October 20, 2000.
|
|
3
|
.2(3)
|
|
Certificate of Amendment of Amended and Restated Certificate of
Incorporation effective June 28, 2002.
|
|
3
|
.3(4)
|
|
Certificate of Designation for Series A Junior
Participating Preferred Stock.
|
|
3
|
.4(5)
|
|
Certificate of Designation for Series B Preferred Stock.
|
|
3
|
.5(6)
|
|
Certificate of Amendment of Amended and Restated Certificate of
Incorporation effective July 26, 2007.
|
|
3
|
.6(7)
|
|
Amended and Restated Bylaws.
|
|
4
|
.1(2)
|
|
Form of Specimen Common Stock Certificate.
|
|
4
|
.2(4)
|
|
Rights Agreement dated as of December 1, 2005 between the
Registrant and Computershare Trust Company, Inc.
|
|
4
|
.3(4)
|
|
Form of Rights Certificate
|
|
4
|
.4(8)
|
|
Amendment No. 1 to Rights Agreement, dated as of
December 21, 2007, between the Registrant and ComputerShare
Trust Company, Inc.
|
|
10
|
.1(2)
|
|
Form of Indemnity Agreement entered into by the Registrant with
each of its directors and officers.
|
|
10
|
.2(2)*
|
|
1992 Stock Option Plan.
|
|
10
|
.3(2)*
|
|
Form of Incentive Stock Option under 1992 Stock Option Plan.
|
|
10
|
.4(2)*
|
|
Form of Nonstatutory Stock Option under 1992 Stock Option Plan.
|
|
10
|
.5(9)*
|
|
2007 Equity Incentive Plan.
|
|
10
|
.6(10)*
|
|
Form of Stock Option Agreement under 2007 Equity Incentive Plan.
|
|
10
|
.7(10)*
|
|
Form of Stock Option Agreement for Non-Employee Directors under
the 2007 Equity Incentive Plan.
|
|
10
|
.8*
|
|
Form of Restricted Stock Unit Award under 2007 Equity Incentive
Plan.
|
|
10
|
.9(2)*
|
|
2000 Employee Stock Purchase Plan.
|
|
10
|
.10(2)*
|
|
Form of 2000 Employee Stock Purchase Plan Offering.
|
|
10
|
.11(11)*
|
|
2000 Non-Employee Directors Stock Option Plan, as amended.
|
|
10
|
.12(2)*
|
|
Form of Nonstatutory Stock Option Agreement under the 2000
Non-Employee Director Plan.
|
|
10
|
.13(12)*
|
|
Description of Compensation Payable to Non-Employee Directors.
|
|
10
|
.14*
|
|
2010 Base Salaries for Named Executive Officers.
|
|
10
|
.15(2)
|
|
License Agreement by and between TRW Inc. and TRW Milliwave Inc.
dated February 28, 2000.
|
|
10
|
.16(14)
|
|
Purchase Agreement between Nokia and the Registrant dated
January 1, 2006.
|
|
10
|
.17(14)
|
|
Frame Purchase Agreement by and between the Registrant and
Siemens Mobile Communications Spa dated January 16, 2006.
|
|
10
|
.18(15)
|
|
Lease Agreement by and between Legacy Partners I San Jose,
LLC and the Registrant dated May 24, 2006.
|
91
|
|
|
|
|
Number
|
|
Description
|
|
|
10
|
.19(16)
|
|
Services Agreement by and between Hana Microelectronics Co.,
Ltd. and the Registrant dated October 15, 2006.
|
|
10
|
.20(17)
|
|
Lease Agreement by and between 8812, a California limited
partnership, and the Registrant dated May 20, 2008.
|
|
10
|
.21(17)
|
|
Amended and Restated Supply Agreement by and between Northrop
Grumman Space and Mission Systems Corp. and the Registrant dated
May 12, 2008.
|
|
10
|
.22(13)
|
|
First Amendment, dated as of December 1, 2008, to Amended
and Restated Supply Agreement by and between Northrop Grumman
Space and Mission Systems Corp. and the Registrant dated
May 12, 2008.
|
|
10
|
.23(13)
|
|
Amendment, dated as of February 13, 2009, to Amended and
Restated Supply Agreement by and between Northrop Grumman Space
and Mission Systems Corp. and the Registrant dated May 12,
2008.
|
|
10
|
.24(19)*
|
|
Executive Officer Severance Plan.
|
|
10
|
.25(19)*
|
|
Senior Executive Officer Severance and Retention Plan.
|
|
10
|
.26(20)
|
|
Stock Purchase Agreement, dated as of January 21, 2010,
between Oak Investment Partners XI, Limited Partnership and the
Registrant.
|
|
23
|
.1
|
|
Consent of Burr Pilger Mayer, Inc. independent registered public
accounting firm.
|
|
31
|
.1
|
|
Certification by Chief Executive Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
31
|
.2
|
|
Certification by Chief Financial Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
32
|
.1
|
|
Certifications of Chief Executive Officer and Chief Financial
Officer pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
(1) |
|
Previously filed as an exhibit to the Registrants Current
Report on
Form 8-K
filed on April 24, 2007 and incorporated herein by
reference. |
|
(2) |
|
Previously filed as an exhibit to the Registrants
Registration Statement on
Form S-1
(Registration
No. 333-41302)
and incorporated herein by reference. |
|
(3) |
|
Previously filed as an exhibit to the Registrants
Quarterly Report on
Form 10-Q
for the quarter ended March 31, 2004 and incorporated
herein by reference. |
|
(4) |
|
Previously filed as an exhibit to the Registrants Current
Report on
Form 8-K
filed on December 5, 2005 and incorporated herein by
reference. |
|
(5) |
|
Previously filed as an exhibit to the Registrants Current
Report on
Form 8-K
filed on April 26, 2006 and incorporated herein by
reference. |
|
(6) |
|
Previously filed as an exhibit to the Registrants
Quarterly Report on
Form 10-Q
for the quarter ended September 30, 2007 and incorporated
herein by reference. |
|
(7) |
|
Previously filed as an exhibit to the Registrants Current
Report on
Form 8-K
filed on July 28, 2008 and incorporated herein by reference. |
|
(8) |
|
Previously filed as an exhibit to the Registrants Current
Report on
Form 8-K
filed on December 28, 2007 and incorporated herein by
reference. |
|
(9) |
|
Previously filed as an appendix to the Registrants
Definitive Proxy Statement on Schedule 14A filed on
June 13, 2007 and incorporated herein by reference. |
|
(10) |
|
Previously filed as an exhibit to the Registrants
Registration Statement on
Form S-8
(Registration
No. 333-144851)
and incorporated herein by reference. |
|
(11) |
|
Previously filed as an exhibit to the Registrants Annual
Report on
Form 10-K
for the fiscal year ended December 31, 2005 and
incorporated herein by reference. |
|
(12) |
|
Previously filed as an exhibit to the Registrants Current
Report on
Form 8-K
filed on February 1, 2008 and incorporated herein by
reference. |
92
|
|
|
(13) |
|
Previously filed as an exhibit to the Registrants
Quarterly Report on
Form 10-Q
filed for the quarter year ended March 31, 2009 and
incorporated herein by reference. |
|
(14) |
|
Previously filed as an exhibit to the Registrants
Registration Statement on
Form S-3
(Registration
No. 333-144054)
and incorporated herein by reference. |
|
(15) |
|
Previously filed as an exhibit to the Registrants
Quarterly Report on
Form 10-Q
for the quarter ended June 30, 2006 and incorporated herein
by reference. |
|
(16) |
|
Previously filed as an exhibit to the Registrants Annual
Report on
Form 10-K
for the fiscal year ended December 31, 2006 and
incorporated herein by reference. |
|
(17) |
|
Previously filed as an exhibit to the Registrants
Quarterly Report on
Form 10-Q
for the quarter year ended June 30, 2008 and incorporated
herein by reference. |
|
(18) |
|
Previously filed as an exhibit to the Registrants
Quarterly Report on
Form 10-Q
for the quarter year ended June 30, 2009 and incorporated
herein by reference. |
|
(19) |
|
Previously filed as an exhibit to the Registrants Current
Report on
Form 8-K
filed on September 17, 2009 and incorporated herein by
reference. |
|
(20) |
|
Previously filed as an exhibit to the Registrants Current
Report on
Form 8-K
filed on January 21, 2010 and incorporated herein by
reference. |
|
* |
|
Indicates a management contract or compensatory plan or
arrangement. |
|
|
|
Confidential treatment has been requested for a portion of this
exhibit. |
(d) Financial Statement Schedule
93
ENDWAVE
CORPORATION
SCHEDULE II
VALUATION
AND QUALIFYING ACCOUNTS
Allowance for doubtful accounts:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Reductions)
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at
|
|
|
Charged to
|
|
|
Deductions
|
|
|
Balance Transferred
|
|
|
Balances at
|
|
|
|
Beginning of
|
|
|
Costs and
|
|
|
and
|
|
|
Due to Sale of the
|
|
|
End of
|
|
|
|
Period
|
|
|
Expense
|
|
|
Write-offs
|
|
|
Business
|
|
|
Period
|
|
|
|
(In thousands)
|
|
|
Year ended December 31, 2009
|
|
$
|
64
|
|
|
$
|
(27
|
)
|
|
$
|
|
|
|
$
|
(18
|
)
|
|
$
|
19
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31, 2008
|
|
$
|
67
|
|
|
$
|
(3
|
)
|
|
$
|
|
|
|
$
|
|
|
|
$
|
64
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31, 2007
|
|
$
|
131
|
|
|
$
|
(5
|
)
|
|
$
|
(59
|
)
|
|
$
|
|
|
|
$
|
67
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
94
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned
thereunto duly authorized.
ENDWAVE CORPORATION
Curt P. Sacks
Chief Financial Officer and
Senior Vice President
POWER OF
ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person
whose signature appears below constitutes and appoints each of
John J. Mikulsky and Curt P. Sacks as his attorneys-in-fact,
each with the power of substitution, for him in any and all
capacities, to sign any amendments to this Report on
Form 10-K,
and to file the same, with exhibits thereto and other documents
in connection therewith with the Securities and Exchange
Commission, hereby ratifying and confirming all that each of
said attorneys-in-fact, or substitute or substitutes may do or
cause to be done by virtue hereof. Pursuant to the requirements
of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated:
|
|
|
|
|
|
|
Signatures
|
|
Title
|
|
Date
|
|
|
|
|
|
|
/s/ JOHN
J. MIKULSKY
John
J. Mikulsky
|
|
President, Chief Executive Officer
and Director
(Principal Executive Officer)
|
|
March 24, 2010
|
|
|
|
|
|
/s/ CURT
P. SACKS
Curt
P. Sacks
|
|
Chief Financial Officer and Senior Vice President
(Principal Financial and Accounting Officer)
|
|
March 24, 2010
|
|
|
|
|
|
/s/ EDWARD
C.V. WINN
Edward
C.V. Winn
|
|
Chairman of the Board of Directors
|
|
March 24, 2010
|
|
|
|
|
|
/s/ JOSEPH
J. LAZZARA
Joseph
J. Lazzara
|
|
Director
|
|
March 24, 2010
|
|
|
|
|
|
/s/ JOHN
F. MCGRATH, JR.
John
F. McGrath, Jr.
|
|
Director
|
|
March 24, 2010
|
|
|
|
|
|
/s/ WADE
MEYERCORD
Wade
Meyercord
|
|
Director
|
|
March 24, 2010
|
95