For those of you who are Stockholders of WJ Communications, Inc. please read the information below:
Additional Information and Where to Find It
In connection with the proposed TriQuint transaction, a proxy statement of WJ Communications, Inc. and other materials have been filed with the SEC. WE URGE INVESTORS TO READ THE PROXY STATEMENT AND THESE OTHER MATERIALS CAREFULLY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors can obtain free copies of the proxy statement as well as other filed documents containing information at http://www.sec.gov, the SEC’s free Internet site. Free copies of WJ Communications, Inc.’s SEC filings are also available on its Internet site at http://www.wj.com.
WJ Communications, Inc. and its executive officers and directors may be deemed, under SEC rules, to be participants in the solicitation of proxies from WJ Communications, Inc.’s stockholders with respect to the proposed transaction. Information regarding the officers and directors of WJ Communications, Inc. is included in its definitive proxy statement for its 2007 annual meeting filed with the SEC on June 20, 2007. More detailed information regarding the special interests of the executive officers and directors in the transaction, if any, is set forth in the proxy statement and other materials filed with SEC in connection with the proposed transaction.
About WJ Communications
WJ Communications, Inc. is a leading provider of radio frequency (RF) solutions serving multiple markets targeting wireless communications, RF identification (RFID), and WiMax. WJ addresses the RF challenges in these multiple markets with its highly reliable amplifiers, mixers, RF integrated circuits (RFICs), RFID reader modules, chipsets, and multi-chip (MCM) modules. For more information visit www.wj.com.
All trademarks used, referenced, or implicitly contained herein are used in good faith and highlighted to give proper public recognition to their respective owners.
| WJ COMMUNICATIONS, INC. AND SUBSIDIARIES | ||||||||
| CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS | ||||||||
| (In thousands, except per share amounts) | ||||||||
| (Unaudited) | ||||||||
| Three Months Ended | ||||||||
| March 30, |
April 1, |
|||||||
| 2008 | 2007 | |||||||
| Net sales | $ | 10,253 | $ | 10,757 | ||||
| Cost of goods sold | 5,622 | 5,988 | ||||||
| Gross profit | 4,631 | 4,769 | ||||||
| Operating expenses: | ||||||||
| Research and development | 2,737 | 5,497 | ||||||
| Selling and administrative | 4,842 | 3,830 | ||||||
| Restructuring charges (credits) | (4 | ) | 212 | |||||
| Total operating expenses | 7,575 | 9,539 | ||||||
| Loss from operations | (2,944 | ) | (4,770 | ) | ||||
| Interest income | 97 | 263 | ||||||
| Interest expense | (16 | ) | (14 | ) | ||||
| Other income - net | 5 | 120 | ||||||
| Loss before income taxes | (2,858 | ) | (4,401 | ) | ||||
| Income tax provision | 25 | - | ||||||
| Net loss | $ | (2,883 | ) | $ | (4,401 | ) | ||
| Basic and diluted net loss per share | $ | (0.04 | ) | $ | (0.07 | ) | ||
| Basic and diluted average weighted shares | 68,667 | 67,484 | ||||||
| WJ COMMUNICATIONS, INC. AND SUBSIDIARIES | ||||||||
| CONDENSED CONSOLIDATED BALANCE SHEETS | ||||||||
| (In thousands) | ||||||||
| (Unaudited) | ||||||||
| March 30, | December 31, | |||||||
| 2008 | 2007 | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS: | ||||||||
| Cash and cash equivalents | $ | 13,844 | $ | 14,018 | ||||
| Short-term investments | 1,303 | 2,698 | ||||||
| Receivables (net of allowances of $445 and $440, respectively) | 7,351 | 6,977 | ||||||
| Inventories | 6,375 | 6,443 | ||||||
| Other current assets | 984 | 1,144 | ||||||
| Total current assets | 29,857 | 31,280 | ||||||
| PROPERTY, PLANT AND EQUIPMENT, net | 5,285 | 5,511 | ||||||
| Goodwill | 6,834 | 6,834 | ||||||
| Intangible assets, net | 625 | 692 | ||||||
| Other assets | 179 | 179 | ||||||
| $ | 42,780 | $ | 44,496 | |||||
| LIABILITIES AND STOCKHOLDERS ’ EQUITY | ||||||||
| CURRENT LIABILITIES: | ||||||||
| Accounts payable | 5,911 | 3,926 | ||||||
| Accrued liabilities | 3,089 | 3,262 | ||||||
| Income tax contingency liability | 71 | 54 | ||||||
| Deferred margin on distributor inventory | 2,027 | 2,687 | ||||||
| Restructuring accrual | 3,310 | 3,182 | ||||||
| Total current liabilities | 14,408 | 13,111 | ||||||
| Restructuring accrual | 7,084 | 7,941 | ||||||
| Other long-term obligations | 556 | 597 | ||||||
| Total liabilities | 22,048 | 21,649 | ||||||
| STOCKHOLDERS ’ EQUITY: | ||||||||
| Preferred stock | — | — | ||||||
| Common stock | 712 | 709 | ||||||
| Treasury stock | (25 | ) | (24 | ) | ||||
| Additional paid-in capital | 213,737 | 212,972 | ||||||
| Accumulated deficit | (193,693 | ) | (190,810 | ) | ||||
| Other comprehensive gain | 1 | - | ||||||
| Total stockholders ’ equity | 20,732 | 22,847 | ||||||
| $ | 42,780 | $ | 44,496 | |||||
| WJ Communications Inc. and Subsidiaries | ||||||||
| Unaudited Reconciliation of Non-GAAP Financial Measures | ||||||||
| (in thousands) | ||||||||
| Three Months Ended | ||||||||
|
March 30,
|
April 1,
|
|||||||
| GAAP loss from operations | $ | (2,944 | ) | $ | (4,770 | ) | ||
| Depreciation and amortization expense | 539 | 1,202 | ||||||
| Stock-based compensation | 822 | 875 | ||||||
| EBITDA | (1,583 | ) | (2,693 | ) | ||||
| Merger transaction expenses | 1,233 | - | ||||||
| Restructuring charges (credits) | (4 | ) | 212 | |||||
| Adjusted EBITDA | $ | (354 | ) | $ | (2,481 | ) | ||
