UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
  Form 10-Q
 
  þ
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
  For the quarterly period ended April 3, 2011
  OR
   ̈
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 000-21507
 
  POWERWAVE TECHNOLOGIES, INC.
 (Exact name of registrant as specified in its charter)
 
 
 Delaware
11-2723423(State or other jurisdiction of

incorporation or organization)
(I.R.S. Employer

Identification No.)
  1801 E. St. Andrew Place, Santa Ana, CA 92705
 (Address of principal executive offices, zip code)
  (714) 466-1000
 (Registrant’s telephone number, including area code)
 
  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   ̈
  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   ̈    No   ̈
  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   ̈        Accelerated filer  þ         Non-accelerated filer   ̈         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   ̈    No  þ
  As of May 03, 2011, the registrant had 169,170,601 shares of Common Stock outstanding.
  
 POWERWAVE TECHNOLOGIES, INC.
 QUARTERLY REPORT ON FORM 10-Q
 FOR THE THREE MONTHS ENDED APRIL 3, 2011
  TABLE OF CONTENTS
 
 PAGECAUTIONARY STATEMENT RELATED TO FORWARD LOOKING STATEMENTS
3HOW TO OBTAIN POWERWAVE SEC FILINGS
3PART I – FINANCIAL INFORMATION
4Item 1.
Financial Statements (Unaudited)
4Consolidated Balance Sheets
4Consolidated Statements of Operations
5Consolidated Statements of Comprehensive Loss
6Consolidated Statements of Cash Flows
7Notes to Consolidated Financial Statements
8Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
18Item 3.
Quantitative and Qualitative Disclosures About Market Risk
27Item 4.
Controls and Procedures
29PART II – OTHER INFORMATION
30Item 1.
Legal Proceedings
30Item 1A.
Risk Factors
31Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
44Item 6.
Exhibits
45SIGNATURES
46
 
  2
 Table of Contents
  CAUTIONARY STATEMENT RELATED TO FORWARD LOOKING STATEMENTS
  This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 that concern matters that involve risks and uncertainties that could cause actual results to differ materially from those projected in the forward-looking statements. These forward-looking statements are intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact contained in this report, including, without limitation, statements regarding future events, our future financial performance, our business strategy and plans and objectives of management for future operations, are forward-looking statements. We have attempted to identify forward-looking statements by terminology including “anticipates,” “believes,” “can,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “should” or “will” or the negative of these terms or other comparable terminology. Although we do not make forward-looking statements unless we believe we have a reasonable basis for doing so, we cannot guarantee their accuracy. Such forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results and the timing of certain events to differ materially from future results expressed or implied by such forward-looking statements. Actual results could differ materially from those projected in forward-looking statements as a result of the following factors, among others:  our reliance upon a few customers to generate the majority of our revenues; a reduction in sales due to our strategic focus and efforts in growing sales of higher margin products; past and future fluctuations in our sales and operating results; continued or increased weakness and uncertainty resulting from the recent economic recession and the resulting tightening of the credit markets; continued reductions in demand for our products; our dependence upon single sources or limited sources for key components and products; our need to obtain additional capital in the future and potential difficulties related thereto; our ability to repay our subordinated debt coming due in November 2011; our potential failure to develop products of adequate quality and reliability; potential unexpected costs increases in coverage systems projects; the past bankruptcy and potential future bankruptcies of our customers; unanticipated costs relating to the completion of our restructure efforts; our potential need to undertake additional restructuring efforts in the future; the potential for increased commodity and energy costs; declines in the sales prices of our products; potential direct competition from our suppliers, contract manufacturers and customers; the future growth, or lack of growth, in the wireless communications industry; inventory fluctuations due to our reliance on contract manufacturers; future additions to, or consolidations of, our manufacturing operations; potential future acquisitions or strategic alliances; our potential failure to develop manufacturable products; our potential inability to hire and retain highly-qualified technical and managerial personnel; risks related to our operations in Asia and Europe; risks related to our typically lengthy initial sales cycle; potential international business risks; our potential inability to protect our intellectual property; third party claims of intellectual property infringement; regulatory risks; the competitiveness of our industry and related rapid technological changes; our potential failure to enhance our existing products or develop new products that meet our customers needs and requirements; our potential inability to maintain effective information management systems; and fluctuations in our quarterly and annual effective tax rates.  Readers are urged to carefully review and consider the various disclosures made by Powerwave, which attempt to advise interested parties of the risks, uncertainties, and other factors that affect our business, operating results, financial condition and stock price, including without limitation the disclosures made under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this report and in the consolidated financial statements and notes thereto included elsewhere in this report, as well as the disclosures made under the captions “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, “Risk Factors”, “Consolidated Financial Statements” and “Notes to Consolidated Financial Statements” included in our Annual Report on Form 10-K for the year ended January 2, 2011, and in other filings we make with the SEC. Because the risks and uncertainties discussed in this report and other important unanticipated factors may affect Powerwave’s operating results, past performance should not be considered as indicative of future performance, and investors should not use historical results to anticipate results or trends in future periods.  Furthermore, such forward-looking statements speak only as of the date of this report. We expressly disclaim any intent or obligation to update any forward-looking statements after the date hereof to conform such statements to actual results or to changes in our opinions or expectations except as required by applicable law or the rules of the NASDAQ Stock Market.
  HOW TO OBTAIN POWERWAVE SEC FILINGS
  All reports filed by Powerwave with the SEC are available free of charge via EDGAR through the SEC website at www.sec.gov. In addition, the public may read and copy materials filed by the Company with the SEC at the SEC’s public reference room located at 100 F Street, N.E., Washington, D.C. 20549. Powerwave also provides copies of its Forms 8-K, 10-K, 10-Q, Proxy Statement, and amendments thereto, at no charge to investors upon request and makes electronic copies of its most recently filed reports available through its website at www.powerwave.com as soon as reasonably practicable after filing such material with the SEC.
 
 
  3
 Table of Contents
  PART I – FINANCIAL INFORMATION
  ITEM 1.
FINANCIAL STATEMENTS
  POWERWAVE TECHNOLOGIES, INC.
  CONSOLIDATED BALANCE SHEETS
 (Unaudited)
 (In thousands, except share data)
 
 April 3,

2011

January 2,

2011ASSETSCurrent assets:Cash and cash equivalents

$
60,750


$
61,601Restricted cash


970



930Accounts receivable, net of allowance for sales returns and doubtful accounts of $4,285 and $4,595, respectively


174,279



186,960Inventories


61,850



50,417Prepaid expenses and other current assets


43,214



39,236Deferred income taxes


6,331



6,331Total current assets


347,394



345,475Property, plant and equipment, net


76,052



76,276Other assets


3,833



3,833TOTAL ASSETS

$
427,279


$
425,584LIABILITIES AND SHAREHOLDERS’ EQUITYCurrent liabilities:Accounts payable

$
123,400


$
112,906Accrued payroll and employee benefits


12,182



14,237Accrued restructuring costs


400



749Accrued expenses and other current liabilities


24,714



30,453Current portion of long term debt


56,082



55,371Total current liabilities


216,778



213,716Long-term debt


150,000



150,000Other liabilities


597



589Total liabilities


367,375



364,305Commitments and contingencies (Notes 8 and 9)Shareholders’ equity:Preferred Stock, $0.0001 par value, 5,000,000 shares authorized and no shares issued or outstanding


—



—Common Stock, $0.0001 par value, 250,000,000 shares authorized, 169,170,601 and 168,468,792 shares issued and outstanding, respectively


885,642



882,720Accumulated other comprehensive income


12,788



10,110Accumulated deficit


(838,526
)


(831,551
)Net shareholders’ equity


59,904



61,279TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

$
427,279


$
425,584
 
 
 
 
 
 The accompanying notes are an integral part of these consolidated financial statements.
 
  4
 Table of Contents
  POWERWAVE TECHNOLOGIES, INC.
  CONSOLIDATED STATEMENTS OF OPERATIONS
 (Unaudited)
 (In thousands, except per share data)
 
 Three Months EndedApril 3,

2011

April 4,

2010Net sales

$
136,624


$
114,473Cost of sales:Cost of goods


100,764



84,641Restructuring and impairment charges


—



21Total cost of sales


100,764



84,662Gross profit


35,860



29,811Operating expenses:Sales and marketing


9,136



9,395Research and development


16,603



14,276General and administrative


11,991



11,274Restructuring and impairment charges


1



346Total operating expenses


37,731



35,291Operating loss


(1,871
)


(5,480
)Other income (expense), net


(2,681
)


(3,575
)Loss before income taxes


(4,552
)


(9,055
)Income tax provision


2,423



1,763Net loss

$
(6,975
)

$
(10,818
)Loss per share, basic and diluted:

$
(0.04
)

$
(0.08
)Shares used in the computation of loss per share:Basic


168,807



132,423Diluted


168,807



132,423
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 The accompanying notes are an integral part of these consolidated financial statements.
 
  5
 Table of Contents
  POWERWAVE TECHNOLOGIES, INC.
  CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
 (Unaudited)
 (In thousands)
 
 Three Months EndedApril 3,

2011

April 4,

2010Net loss

$
(6,975
)

$
(10,818
)Other comprehensive loss:Foreign currency translation adjustments, net of income taxes


2,678



(2,387
)Comprehensive loss

$
(4,297
)

$
(13,205
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 The accompanying notes are an integral part of these consolidated financial statements.
 
  6
 Table of Contents
  POWERWAVE TECHNOLOGIES, INC.
  CONSOLIDATED STATEMENTS OF CASH FLOWS
 (Unaudited)
 (In thousands)
 Three Months EndedApril 3,

2011

April 4,

2010CASH FLOWS FROM OPERATING ACTIVITIES:Net loss

$
(6,975
)

$
(10,818
)Adjustments to reconcile net loss to net cash provided by (used in) operating activities:Depreciation


3,698



4,637Amortization


1,007



1,671Non-cash restructuring and impairment charges


1



367Provision for sales returns and doubtful accounts


14



110Provision for excess and obsolete inventories


95



2,427Compensation costs related to stock-based awards


2,038



965Gain on exchange of convertible debt


—



(484
)Gain on disposal of property, plant and equipment


(164
)


(91
)Changes in operating assets and liabilities, net of acquisitions:Accounts receivable


12,963



29,250Inventories


(10,881
)


(3,197
)Prepaid expenses and other current assets


(3,330
)


(8,978
)Accounts payable


9,753



(8,231
)Accrued expenses and other current liabilities


(8,265
)


(3,795
)Other non-current assets


12



(78
)Other non-current liabilities


(1
)


(3
)Net cash provided by (used in) operating activities


(35
)


3,752CASH FLOWS FROM INVESTING ACTIVITIES:Purchase of property, plant and equipment


(1,824
)


(636
)Restricted cash


(40
)


58Proceeds from the sale of property, plant and equipment


128



136Net cash used in investing activities


(1,736
)


(442
)CASH FLOWS FROM FINANCING ACTIVITIES:Debt issuance costs


(291
)


(1,261
)Proceeds from stock-based compensation arrangements


899



379Repurchase of common stock


(15
)


(4
)Net cash provided by (used in) financing activities


593



(886
)EFFECT OF EXCHANGE RATES ON CASH AND CASH EQUIVALENTS


327



167NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS


(851
)


2,591CASH AND CASH EQUIVALENTS, beginning of period


61,601



60,439CASH AND CASH EQUIVALENTS, end of period

$
60,750


$
63,030SUPPLEMENTAL CASH FLOW INFORMATION:Cash paid for:Interest expense

$
3,030


$
3,036Income taxes

$
2,445


$
4,608SUPPLEMENTAL SCHEDULE OF NON-CASH ACTIVITIES:Unpaid purchases of property and equipment

$
993


$
323Exchange of 1.875% Convertible Subordinated Notes due 2024 (see Note 4)

$
—


$
60,000
 
 The accompanying notes are an integral part of these consolidated financial statements.
 
  7
 Table of Contents
 POWERWAVE TECHNOLOGIES, INC.
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
 (Tabular amounts in thousands, except per share data)
  Note 1. Nature of Operations
  Powerwave Technologies Inc. (the “Company”) is a global supplier of end-to-end wireless solutions for wireless communications networks. The Company designs, manufactures and markets antennas, boosters, combiners, cabinets, shelters, filters, radio frequency power amplifiers, repeaters, tower-mounted amplifiers, remote radio head transceivers and advanced coverage solutions for use in cellular, PCS, 3G and 4G networks throughout the world.
  Note 2. Summary of Significant Accounting Policies
  Basis of Presentation
  The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. These financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include certain footnotes and financial presentations normally required under accounting principles generally accepted in the United States of America for complete financial statements. The interim financial information is unaudited; however, it reflects all normal adjustments and accruals which are in the opinion of management considered necessary to provide a fair presentation for the interim periods presented. All intercompany balances and transactions have been eliminated in the accompanying consolidated financial statements.
  The results of operations for the interim periods are not necessarily indicative of the results to be expected for the future quarters or full year ending January 1, 2012, (“fiscal 2011”). The accompanying consolidated financial statements should be read in conjunction with the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended January 2, 2011.
  Newly Adopted Accounting Pronouncements
 In October 2009, the Financial Accounting Standards Board (FASB) issued an update to Accounting Standards Codification (ASC) Topic 605, “Revenue Recognition.”  This Accounting Standards Update (ASU) No. 2009-13, “Multiple Deliverable Revenue Arrangements – A Consensus of the FASB Emerging Issues Task Force,” provides accounting principles and application guidance on whether multiple deliverables exist, how the arrangement should be separated and the consideration allocated. This guidance eliminates the requirement to establish the fair value of undelivered products and services and instead provides for separate revenue recognition based upon management’s estimate of the selling price for an undelivered item when there is no other means to determine the fair value of that undelivered item. Previous accounting guidance required that the fair value of the undelivered item be the price of the item either sold in a separate transaction between unrelated third parties or the price charged for each item when the item is sold separately by the vendor. This was difficult to determine when the product was not individually sold because of its unique features. Under previous accounting guidance, if the fair value of all of the elements in the arrangement was not determinable, then revenue was deferred until all of the items were delivered or fair value was determined.
  In October 2009, the FASB issued an update to ASC Topic 985, ”Software.” This ASU No. 2009-14, “Software – Certain Revenue Arrangements that Include Software Elements,”modifies the software revenue recognition guidance to exclude from its scope tangible products that contain both software and non-software components that functions together to deliver a product’s essential functionality.
  These pronouncements were effective in the first quarter of 2011.  The adoption of these pronouncements did not have a material impact on our business, financial condition or results of operations.
  Stock-Based Compensation
  The Company accounts for stock-based compensation in accordance with accounting guidance now codified as ASC Topic 718, “Compensation – Stock Compensation.”  Under the fair value recognition provision of ASC Topic 718, stock-based compensation cost is estimated at the grant date based on the fair value of the award. The Company estimates the fair value of stock options granted using the Black-Scholes-Merton option pricing model and a multiple option award approach. The fair value of restricted stock awards is based on the closing market price of the Company’s common stock on the date of grant.  Stock-based compensation, adjusted for estimated forfeitures, is amortized on a straight-line basis over the requisite service period of the award, which is generally the vesting period.
  8
 Table of Contents
 POWERWAVE TECHNOLOGIES, INC.
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
 (Tabular amounts in thousands, except per share data)
 Stock-based compensation expense was recognized as follows in the consolidated statement of operations (in thousands):
  Three Months EndedApril 3,

2011

April 4,

2010Cost of sales

$
210


$
107Sales and marketing expenses


125



38Research and development expenses


446



191General and administrative expenses


1,257



629Increase to operating loss before income taxes


2,038



965Income tax benefit recognized


—



—Increase to net loss

$
2,038


$
965Increase to net loss per share:Basic and diluted

$
0.01


$
0.01
  As of April 3, 2011, unrecognized compensation expense related to the unvested portion of the Company’s stock based-awards and employee stock purchase plan was approximately $9.3 million (net of estimated forfeitures of $0.9 million) which is expected to be recognized over a weighted-average period of 1.5 years.
  The Black-Scholes-Merton option valuation model was developed for use in estimating the fair value of traded options that have no vesting restrictions and are fully transferable. Option valuation methods require the input of highly subjective assumptions including the weighted average risk-free interest rate, the expected life and the expected stock price volatility. The weighted average risk-free interest rate was determined based upon actual U.S. treasury rates over a one to ten year horizon, based upon the actual life of options granted. The Company grants options with either a five year or ten year life. The expected life is based on the Company’s actual historical option exercise experience. For the employee stock purchase plan, the actual life of six months is utilized in this calculation. The expected life was determined based upon actual option grant lives over a ten year period. The Company has utilized various market sources to calculate the implied volatility factor utilized in the Black-Scholes-Merton option valuation model. These included the implied volatility utilized in the pricing of options on the Company’s common stock as well as the implied volatility utilized in determining market prices of the Company’s outstanding convertible notes. Using the Black-Scholes-Merton option valuation model, the estimated weighted average fair value of options granted during the first quarter of fiscal years 2011 and 2010 were $2.36 per share and $0.66 per share, respectively.
  The fair value of options granted under the Company’s stock incentive plans during the first quarter of 2011 and 2010 was estimated on the date of grant according to the Black-Scholes-Merton option-pricing model utilizing the multiple option approach and the following weighted-average assumptions:
  Three Months EndedApril 3,

2011

April 4,

2010Weighted average risk-free interest rate


2.3
%


2.5
%Weighted average expected life (in years)


3.5



3.3Expected stock volatility


78
%


68
%Dividend yield

None


None
  
  9
 Table of Contents
 POWERWAVE TECHNOLOGIES, INC.
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
 (Tabular amounts in thousands, except per share data)
  Note 3. Supplemental Balance Sheet Information
  Prepaid Expense and Other Current Assets
 
 April 3,

2011

January 2,

2011Prepaid expense and other current assets


11,295



9,634Costs and estimated earnings in excess of billings


31,919



29,602Total prepaid expense and other current assets

$
43,214


$
39,236
  In the first quarter of 2011, the Company adjusted its cost estimates on a coverage solutions project which reduced both costs and estimated earnings in excess of billings and gross margin by approximately $3.6 million.
  Inventories
  Net inventories are as follows:
  April 3,

2011

January 2,

2011Parts and components

$
22,470


$
22,165Work-in-process


7,732



5,052Finished goods


31,648



23,200Total inventories

$
61,850


$
50,417
  Inventories are net of an allowance for excess and obsolete inventory of approximately $15.1 million and $21.7 million as of April 3, 2011 and January 2, 2011, respectively.
  Warranty
  Accrued warranty costs are as follows:
  Three Months EndedDescription

April 3,

2011

April 4,

2010Warranty reserve beginning balance

$
7,029


$
7,038Reductions for warranty costs incurred


(2,336
)


(3,089
)Warranty accrual related to current period sales


1,153



2,803Effect of exchange rates


—



—Warranty reserve ending balance

$
5,846


$
6,752
  Accrued warranty costs are included in accrued expenses and other current liabilities in the accompanying consolidated balance sheets.
  10
 Table of Contents
 POWERWAVE TECHNOLOGIES, INC.
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
 (Tabular amounts in thousands, except per share data)
  Note 4. Financing Arrangements and Long-Term Debt
  Long-term debt
  April 3,

2011

January 2,

20113.875% Convertible Subordinated Notes due 2027

$
150,000


$
150,0001.875% Convertible Subordinated Notes due 2024


57,916



57,916Subtotal


207,916



207,916Less unamortized discount


(1,834
)


(2,545
)Subtotal


206,082



205,371Less: current portion of long-term debt


(56,082
)


(55,371
)Total debt

$
150,000


$
150,000
  The Company accounts for its 1.875% Convertible Subordinated Notes due 2024 (the “1.875% Notes”) in accordance with FASB ASC Topic 470-20, Debt with Conversion and Other Options, which requires the liability and equity components of convertible debt instruments that may be settled in cash upon conversion to be separately accounted for in a manner that reflects the issuer’s nonconvertible debt borrowing rate. The following tables provide additional information about the 1.875% Notes:
 
 April 3,

2011


January 2,

2011Carrying amount of equity component

$
49,703


$
49,703Principal amount of the 1.875% Notes


57,916



57,916Unamortized discount of liability component


(1,834
)


(2,545
)Net carrying amount of liability component

$
56,082


$
55,371
  
 Three Months EndedApril 3,

2011

April 4,

2010Effective interest rate on liability component


7.07
%


7.07
%Contractual interest expense recognized

$
271


$
520Amortization of the discount on liability component

$
711


$
1,268
  The outstanding unamortized discount will be recognized ratably through November 15, 2011.  As of April 3, 2011, the if-converted value of the 1.875% Notes did not exceed the principal amount of such notes.
  Credit Agreement
  The Company entered into a Credit Agreement with Wells Fargo Capital Finance, LLC on April 3, 2009 (“the Credit Agreement”).  On January 31, 2011, the Company entered into Amendment Number Four to the Credit Agreement and Waiver, and Amendment Number Three to Security Agreement (collectively, the “Amendment”) .  The Amendment extended the maturity date and the term of the Credit Agreement from August 15, 2011 to August 15, 2014.  The Amendment also reduced the interest rate under the Credit Agreement by reducing the Base Rate Margin by 1.50% and the LIBOR Base Rate Margin by 0.75%. The Credit Agreement carries an unused line fee of 0.5% per annum.  In connection with the Amendment, the Company incurred issue costs of $0.3 million.
  Pursuant to the Credit Agreement, the lenders thereunder have made available to the Company a senior secured credit facility in the form of a revolving line of credit up to a maximum of $50.0 million. Availability under the Credit Agreement is based on the calculation of the Company’s borrowing base as defined in the Credit Agreement. The Credit Agreement is secured by a first priority security interest on a majority of the Company’s assets, including without limitation, all accounts, equipment, inventory, chattel paper, records, intangibles, deposit accounts, cash and cash equivalents and proceeds of the foregoing.  The Credit Agreement contains customary affirmative and negative covenants for credit facilities of this type, including limitations on the Company with respect to indebtedness, liens, investments, distributions, mergers and acquisitions and dispositions of assets. The Credit Agreement also includes a financial covenant in the form of a minimum fixed charge coverage ratio that is applicable only if the availability under the Company’s line of credit falls below $15.0 million.  As of April 3, 2011 the Company is in compliance with all financial covenants.  As of April 3, 2011, the Company had approximately $41.4 million of availability under the Credit Agreement, of which approximately $6.5 million was utilized for an outstanding letter of credit.
  11
 Table of Contents
 POWERWAVE TECHNOLOGIES, INC.
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
 (Tabular amounts in thousands, except per share data)
  Note 5. Restructuring and Impairment Charges
  2009 Restructuring Plan
  In January 2009, the Company formulated and began to implement a plan to further reduce manufacturing overhead costs and operating expenses. As part of this plan, the Company initiated personnel reductions in both its domestic and foreign locations, with primary reductions in the United States, Finland and Sweden. These reductions were undertaken in response to the then current economic conditions and the global macro-economic slowdown that began in the fourth quarter of 2008. The Company finalized this plan in the fourth quarter of 2009; however, additional amounts may be accrued in 2011 related to actions associated with this plan.
  A summary of the activity affecting its accrued restructuring liability related to the 2009 Restructuring Plan for the first quarter of 2011 is as follows:
  Workforce Reductions

Facility Closures

& Equipment Write-downs

TotalBalance at January 2, 2011

$
596


$
—


$
596Amounts accrued


121



(30
)


91Amounts paid/incurred


(330
)


30



(300
)Effects of exchange rates


13



—



13Balance at April 3, 2011

$
400



—



400
  The costs associated with these exit activities were recorded in accordance with the accounting guidance now codified as ASC Topic 420, “Exit or Disposal Obligations.”  Pursuant to this guidance, a liability for a cost associated with an exit or disposal activity shall be recognized in the period in which the liability is incurred, except for a liability for one-time employee termination benefits that is incurred over time.  In the unusual circumstance in which fair value cannot be reasonably estimated, the liability shall be recognized initially in the period in which fair value can be reasonably estimated. The restructuring and integration plan is subject to continued future refinement as additional information becomes available. The Company expects that the workforce reduction amounts will be paid through the first quarter of 2012.
  Integration of LGP Allgon and REMEC, Inc.’s Wireless Systems Business
  The Company recorded liabilities in connection with the acquisitions for estimated restructuring and integration costs related to the consolidation of LGP Allgon’s operations and REMEC, Inc.’s wireless systems business, including severance and future lease obligations on excess facilities. These estimated costs were included in the allocation of the purchase consideration and resulted in additional goodwill pursuant to the accounting guidance for “Business Combinations.”  The implementation of the restructuring and integration plan is complete.
  12
 Table of Contents
 POWERWAVE TECHNOLOGIES, INC.
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
 (Tabular amounts in thousands, except per share data)
  A summary of the activity affecting the accrued restructuring liability related to the integration of the REMEC, Inc.’s wireless systems business and LGP Allgon for the first quarter of 2011 is as follows:
  Facility Closures

& Equipment Write-downsBalance at January 2, 2011

$
153Amounts accrued


(90
)Amounts paid/incurred


(63
)Effects of exchange rates


—Balance at April 3, 2011

$
—
  The Company completed all remaining actions for this plan in the first quarter of 2011 and reversed the remaining accrual of approximately $0.1 million to restructuring expense.  The Company will no longer report on this plan.
  Note 6. Other Income (Expense), Net
  The components of other income (expense), net, are as follows:
  Three Months EndedApril 3,

2011

April 4,

2010Interest income

$
60


$
44Interest expense


(2,886
)


(3,857
)Foreign currency gain (loss), net


(586
)


(697
)Gain on exchange of convertible debt


—



483Other income, net


731



452Totalother income (expense), net

$
(2,681
)

$
(3,575
)
  Included in interest expense are non-cash charges related to the amortization of debt issuance costs and debt discount of $1.0 million and $1.7 million for the first quarter of 2011 and 2010, respectively. Other income (expense), net, for the first quarter of 2010 includes a gain of approximately $0.5 million related to the exchange of $60.0 million in aggregate principal amount of the Company’s then outstanding 1.875% Notes.
  Note 7. Loss Per Share
  In accordance with ASC Topic 260, “Earnings per Share,” basic earnings (loss) per share is based upon the weighted average number of common shares outstanding. Diluted earnings (loss) per share is based upon the weighted average number of common and potential common shares for each period presented and income available to common stockholders is adjusted to reflect any changes in income or loss that would result from the issuance of the dilutive common shares. The Company’s potential common shares include stock options under the treasury stock method and convertible subordinated debt under the if-converted method. Potential common shares of 26,961,455 and 61,766,334 related to the Company’s stock option programs and convertible debt have been excluded from diluted weighted average common shares for the first quarter of 2011 and 2010, respectively, as the effect would be anti-dilutive.
  13
 Table of Contents
 POWERWAVE TECHNOLOGIES, INC.
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
 (Tabular amounts in thousands, except per share data)
  The following details the calculation of basic and diluted loss per share:
  Three Months EndedApril 3,

2011

April 4,

2010Basic:Loss

$
(6,975
)

$
(10,818
)Weighted average common shares


168,807



132,423Basic loss per share

$
(0.04
)

$
(0.08
)Diluted:Loss

$
(6,975
)

$
(10,818
)Interest expense of convertible debt, net of tax


—



—Loss, as adjusted

$
(6,975
)

$
(10,818
)Weighted average common shares


168,807



132,423Potential common shares


—



—Weighted average common shares, as adjusted


168,807



132,423Diluted loss per share

$
(0.04
)

$
(0.08
)
  Note 8. Commitments and Contingencies
  The Company is subject to legal proceedings and claims in the normal course of business.  Although the outcome of legal proceedings is inherently uncertain, the Company anticipates that it will be able to resolve these matters in a manner that will not have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows.
 
 Note 9. Contractual Guarantees and Indemnities
  During the normal course of its business, the Company makes certain contractual guarantees and indemnities pursuant to which the Company may be required to make future payments under specific circumstances. The Company has not recorded any liability for these contractual guarantees and indemnities in the accompanying consolidated financial statements. A description of significant contractual guarantees and indemnities existing as of April 3, 2011 is included below.
  Intellectual Property Indemnities
  The Company indemnifies certain customers and its contract manufacturers against liability arising from third-party claims of intellectual property rights infringement related to the Company’s products. These indemnities appear in development and supply agreements with the Company’s customers as well as manufacturing service agreements with the Company’s contract manufacturers, are not limited in amount or duration and generally survive the expiration of the contract. Given that the amount of any potential liabilities related to such indemnities cannot be determined until an infringement claim has been made, the Company is unable to determine the maximum amount of losses that it could incur related to such indemnifications. Historically, any amounts payable pursuant to such intellectual property indemnifications have not had a material effect on the Company’s business, financial condition or results of operations.
  Director and Officer Indemnities and Contractual Guarantees
  The Company has entered into indemnification agreements with its directors and executive officers which require the Company to indemnify such individuals to the fullest extent permitted by Delaware law. The Company’s indemnification obligations under such agreements are not limited in amount or duration. Certain costs incurred in connection with such indemnifications may be recovered under certain circumstances under various insurance policies. Given that the amount of any potential liabilities related to such indemnities cannot be determined until a lawsuit has been filed against a director or executive officer, the Company is unable to determine the maximum amount of losses that it could incur relating to such indemnifications. Historically, any amounts payable pursuant to such director and officer indemnifications have not had a material negative effect on the Company’s business, financial condition or results of operations.
  14
 Table of Contents
 POWERWAVE TECHNOLOGIES, INC.
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
 (Tabular amounts in thousands, except per share data)
 
 The Company has also entered into severance agreements and change in control agreements with certain of its executives. These agreements provide for the payment of specific compensation benefits to such executives upon the termination of their employment with the Company.
  General Contractual Indemnities/Products Liability
  During the normal course of business, the Company enters into contracts with customers where it has agreed to indemnify the other party for personal injury or property damage caused by the Company’s products and in certain cases for damages resulting from a breach of the Company’s product warranties. The Company’s indemnification obligations under such agreements are not limited in duration and are generally not limited in amount. Historically, any amounts payable pursuant to such contractual indemnities have not had a material negative effect on the Company’s business, financial condition or results of operations. The Company maintains product liability insurance as well as errors and omissions insurance which may provide a source of recovery to the Company in the event of an indemnification claim.
  Other Guarantees and Indemnities
  The Company occasionally issues guarantees for certain contingent liabilities under various contractual arrangements, including customer contracts, self-insured retentions under certain insurance policies, and governmental value-added tax compliance programs. These guarantees normally take the form of standby letters of credit issued by the Company’s banks, which may be secured by cash deposits or pledges, or performance bonds issued by an insurance company. Historically, any amounts payable pursuant to such guarantees have not had a material negative effect on the Company’s business, financial condition or results of operations. In addition, the Company, as part of the agreements to register the convertible notes it issued in March 2010, September 2007 and November 2004, agreed to indemnify the selling security holders against certain liabilities, including liabilities under the Securities Act of 1933. The Company’s indemnification obligations under such agreements are not limited in duration and generally not limited in amount.
  Note 10. Income Taxes
  The Company provides for income taxes in interim periods based on the estimated effective income tax rate for the complete fiscal year. The income tax provision is computed on the pretax income of the consolidated entities located within each taxing jurisdiction based on current tax law. Deferred tax assets and liabilities are determined based on the future tax consequences associated with temporary differences between income and expenses reported for financial accounting and tax reporting purposes. A valuation allowance for deferred tax assets is recorded to the extent that the Company cannot determine that the ultimate realization of the net deferred tax assets is more likely than not.
  Realization of deferred tax assets is principally dependent upon the achievement of future taxable income, the estimation of which requires significant management judgment. The Company’s judgment regarding future profitability may change due to many factors, including future market conditions and the Company’s ability to successfully execute its business plans and/or tax planning strategies. These changes, if any, may require material adjustments to these deferred tax asset balances. Due to uncertainties surrounding the realization of the Company’s cumulative federal and state net operating losses and other factors, the Company has recorded a valuation allowance against a portion of its gross deferred tax assets. For the foreseeable future, the Federal tax provision related to future earnings will be offset substantially by a reduction in the valuation allowance. Accordingly, current and future tax expense will consist primarily of certain required state income taxes and taxes in certain foreign jurisdictions.
  In addition to unrecognized tax benefits, the Company has recorded valuation allowances against its net tax benefits in certain jurisdictions arising from net operating losses. On a quarterly basis, the Company reassesses the need for these valuation allowances based on operating results and its assessment of the likelihood of future taxable income and developments in the relevant tax jurisdictions. The Company continues to maintain a valuation allowance against its net deferred tax assets in the U.S. and various foreign jurisdictions in 2011where the Company believes it is more likely than not that deferred tax assets will not be realized.
  As of April 3, 2011, the liability for income taxes associated with uncertain tax positions was $23.2 million.  Of this amount, $5.2 million, if recognized, would affect tax expense and would require penalties and interest of $0.9 million, $0.6 million would result in an increase in prepaid assets, and $16.5 million would result in a decrease of deferred tax assets in jurisdictions where the deferred tax assets are currently offset by a full valuation allowance.  Further, the $16.5 million, if realized would result in a $0.5 million decrease of the state deferred tax assets, specifically state net operating losses. In the first quarter of 2011, only interest charges associated with all relevant uncertain tax positions were recorded for the period.
  15
 Table of Contents
 POWERWAVE TECHNOLOGIES, INC.
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
 (Tabular amounts in thousands, except per share data)
 
 As a result of the ongoing tax audits, the total liability for unrecognized tax benefits may change within the next twelve months due to either settlement of audits or expiration of statutes of limitations.  As of April 3, 2011, the Company has concluded all United States federal income tax matters for years through 2006. All other material state, local and foreign income tax matters have been concluded for years through 2005.
  Note 11. Fair Value of Financial Instruments
  The estimated fair value of the Company’s financial instruments has been determined using available market information and valuation methodologies. Considerable judgment is required in estimating fair values. Accordingly, the estimates may not be indicative of the amounts the Company could realize in a current market exchange.
  The following methods and assumptions were used to estimate the fair value of each class of financial instruments for which it was practicable to estimate that value.
  Cash and Cash Equivalents and Restricted Cash
  The carrying amount approximates fair value because of the short maturity (less than 90 days) and high credit quality of these instruments.
  Long-Term Debt
  The fair value of the Company’s long-term debt is estimated based on the quoted market prices for the debt.  The Company’s long-term debt consists of convertible subordinated notes, which are not actively traded as an investment instrument and therefore, the quoted market prices may not reflect actual sales prices at which these notes would be traded.  The Company carries and values these instruments at their stated principal value, which represents the amount due at maturity less any unamortized discount.
  The estimated fair values of the Company’s financial instruments were as follows:
  April 3, 2011

January 2, 2011Carrying

Amount

Fair

Value

Carrying

Amount

Fair

ValueCash and cash equivalents

$
60,750


$
60,750


$
61,601


$
61,601Restricted cash


970



970



930



930Long-term debt3.875% Convertible Subordinated Notes due 2027

$
150,000


$
145,500


$
150,000


$
134,0701.875% Convertible Subordinated Notes due 2024


56,082



57,916



55,371



57,626
  Note 12. Customer Concentrations
  The Company’s product sales have historically been concentrated in a small number of customers. For the first quarter of 2011 and 2010, sales to customers that accounted for 10% or more of revenues totaled $67.4 million and $46.0 million, respectively. For the first quarter of 2011, Nokia Siemens accounted for approximately 25% of total net sales, Team Alliance, one of the Company’s  North American resellers accounted for approximately 14% of total net sales, and Raycom, one of the Company’s European resellers accounted for approximately 10% of total sales.  Nokia Siemens accounted for approximately 28% of total net sales and Samsung accounted for approximately 12% of total net sales for the first quarter of 2010.
  As of April 3, 2011, approximately 50% of total accounts receivable related to customers that accounted for 10% or more of the Company’s total revenue during the first quarter of 2011. As of April 3, 2011, Nokia Siemens accounted for approximately 24% of total accounts receivable, Team Alliance accounted for approximately 14% of total accounts receivable, and Raycom accounted for approximately 12% of total accounts receivable. The inability to collect outstanding receivables from these customers or any other significant customers, the delay in collecting outstanding receivables within the contractual payment terms, or the loss of, or reduction in, sales to any of these customers could have a material adverse effect on the Company’s business, financial condition and results of operations.
  16
 Table of Contents
 POWERWAVE TECHNOLOGIES, INC.
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
 (Tabular amounts in thousands, except per share data)
 
 Note 13. Supplier Concentrations
  Certain of the Company’s products, as well as components utilized in such products, are available in the short-term only from a single or a limited number of sources. In addition, in order to take advantage of volume pricing discounts, the Company purchases certain customized components from single-source suppliers as well as finished products from single-source contract manufacturers. The inability to obtain single-source components or finished products in the amounts needed on a timely basis or at commercially reasonable prices has resulted in delays in product introductions, interruption in product shipments and increases in product costs, which have had a material adverse effect on the Company’s business, financial condition and results of operations and may continue to do so until alternative sources could be developed at a reasonable cost.
  Note 14. Segments and Geographic Data
  The Company operates in one reportable business segment: “Wireless Communications.” The Company’s revenues are derived from the sale of wireless communications network products and coverage solutions, including antennas, boosters, combiners, cabinets, shelters, filters, radio frequency power amplifiers, repeaters, tower-mounted amplifiers and advanced coverage solutions for use in cellular, PCS, 3G and 4G wireless communications networks throughout the world.
  The Company manufactures multiple product categories at its manufacturing locations and produces certain products at more than one location. With regard to sales, the Company sells its products through two major sales channels. One channel is the original equipment manufacturers channel, which consists of large global companies such as Alcatel-Lucent, Ericsson, Huawei, Motorola, Nokia Siemens and Samsung. The other channel is direct to wireless network operators, such as AT&T, Bouygues, Clearwire, Orange, Sprint, T-Mobile, Verizon Wireless and Vodafone. A majority of the Company’s products are sold in both sales channels. The Company maintains global relationships with most of the Company’s customers. The Company’s original equipment manufacturer customers normally purchase on a global basis and the sales to these customers, while recognized in various reporting regions, are managed on a global basis. For network operator customers, which have a global presence, the Company typically maintains a global purchasing agreement. Individual sales are made on a regional basis.
  The Company measures its performance by monitoring its net sales by product and consolidated gross margins, with a short-term goal of maintaining a positive operating cash flow while striving to achieve long-term operating profits.
  17
 Table of Contents
  ITEM 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
  The following discussion should be read in conjunction with the consolidated financial statements and notes thereto included under Item 1, Financial Statements (Unaudited)of this Quarterly Report on Form 10-Q. This discussion contains forward-looking statements, the realization of which may be impacted by certain important factors including, but not limited to, those discussed in Risk Factors, in Part II, Item 1A included herein. Please see “Cautionary Statement Regarding Forward  Looking Statements” at the beginning of this report.
  Introduction and Overview
  We are a global supplier of end-to-end wireless solutions for wireless communications networks. Our business consists of the design, manufacture, marketing and sale of products to improve coverage, capacity and data speed in wireless communications networks, including antennas, boosters, combiners, cabinets, shelters, filters, radio frequency power amplifiers, remote radio head transceivers, repeaters, tower-mounted amplifiers and advanced coverage solutions. These products are utilized in major wireless networks throughout the world which support voice and data communications by use of cell phones and other wireless communication devices. We sell our products to both original equipment manufacturers, who incorporate our products into their proprietary base stations (which they then sell to wireless network operators), and directly to individual wireless network operators for deployment into their existing networks.
  During the last ten years, demand for wireless communications infrastructure equipment has fluctuated dramatically. While demand for wireless infrastructure was strong during 2005, it weakened for us during 2006 and 2007 due to significant reductions at three major customers, as well as a general slowdown in overall demand within the wireless infrastructure industry. For most of 2008, demand once again increased, however, in the fourth quarter of 2008 demand for our products was negatively impacted by the global economic recession. The recession significantly impacted demand during 2009 and our revenues fell by 36% from 2008 levels, negatively impacting our financial results. During 2008 and 2009, we initiated several cost cutting measures aimed at lowering our operating expenses. These initiatives will continue, and we may be required to further reduce operating expenses if there is a significant or prolonged reduction in spending by our customers.
  In the past there have been significant deferrals in capital spending by wireless network operators due to delays in the expected deployment of infrastructure equipment and financial difficulties on the part of the wireless network operators who were forced to consolidate and reduce spending to strengthen their balance sheets and improve their profitability. Economic conditions, such as the turmoil in the global equity and credit markets, the global recession, and the rise of inflationary pressures related to rising commodity prices, have also had a negative impact on capital spending by wireless network operators, and will likely have a negative impact going forward in the near term. All of these factors can have a significant negative impact on overall demand for wireless infrastructure products, and at various times, have directly reduced demand for our products and increased price competition within our industry which has in the past led to reductions in our revenues and contributed to our reported operating losses. In addition to the significant reduction in revenues during 2009, an example of prior reductions was during fiscal 2006 and 2007, when we experienced a significant slowdown in demand from one of our direct network operator customers, AT&T, as well as reduced demand from several of our original equipment manufacturing customers, including Nokia Siemens and Nortel Networks, all of which combined to result in directly reduced demand for our products and contributed to our operating losses for both fiscal 2006 and 2007.
  We believe that we have maintained our overall market share within the wireless communications infrastructure equipment market during this period of changing demand for wireless communications infrastructure equipment. We continue to invest in the research and development of wireless communications network technology and the diversification of our product offerings, and we believe that we have one of our industry’s leading product portfolios in terms of performance and features. We believe that our proprietary design technology is a further differentiator of our products.
  Looking back over the last seven years, beginning in fiscal 2004, we focused on cost savings while we expanded our market presence, as evidenced by our acquisition of LGP Allgon. This acquisition involved the integration of two companies based in different countries that previously operated independently, and was a complex, costly and time-consuming process. During fiscal 2005, we continued to focus on cost savings while we expanded our market presence, as evidenced by our acquisition of selected assets and liabilities of REMEC, Inc.’s wireless systems business (the “REMEC Wireless Acquisition.”) We believe that this acquisition further strengthened our position in the global wireless infrastructure market. In October 2006, we completed the Filtronic plc wireless acquisition. We believe that this strategic acquisition provided us with the leading position in transmit and receive filter products, as well as broadened our RF conditioning and base station solutions product portfolio and added significant additional technology to our intellectual property portfolio. For fiscal years 2007, 2008, 2009, and 2010 we completed the integration of these acquisitions, as well as focused on consolidating operations and reducing our overall cost structure. During this same time, we encountered a significant unanticipated reduction in revenues, which caused us to revise our integration and consolidation plans with a goal of further reducing our operating costs and significantly lowering our breakeven operating structure. As has been demonstrated during the last eight years, these acquisitions do not provide any guarantee that our revenues will increase. We currently have a small number of ongoing restructuring activities which are aimed at further reducing our overall operating cost structure.
 
 18
 Table of Contents
 
 We measure our success by monitoring our net sales by product and consolidated gross margins, with a short-term goal of maintaining a positive operating cash flow while striving to achieve long-term operating profits. We believe that there continues to be long-term growth opportunities within the wireless communications infrastructure marketplace, and we are focused on positioning Powerwave to benefit from these long-term opportunities.
  Critical Accounting Policies and Estimates
  Management’s Discussion and Analysis of Financial Condition and Results of Operations is based on our unaudited consolidated financial statements included in this Quarterly Report on Form 10-Q, which have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. The preparation of these financial statements requires our management to make estimates and assumptions that affect the reported amounts of assets and liabilities and related disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. On an ongoing basis, we evaluate these estimates and assumptions, including those related to revenue recognition, allowances for doubtful accounts, inventory reserves, warranty obligations, restructuring reserves, asset impairment, income taxes and stock-based compensation expense. We base these estimates on our historical experience and on various other factors which 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 and the amounts of certain expenses that are not readily apparent from other sources. These estimates and assumptions by their nature involve risks and uncertainties, and may prove to be inaccurate. In the event that any of our estimates or assumptions are inaccurate in any material respect, it could have a material adverse effect on our reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.
  For a summary of our critical accounting policies and estimates, see Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, of Part II of our Annual Report on Form 10-K for the year ended January 2, 2011.
  Accruals for Restructuring and Impairment Charges
  In the first quarters of 2011 and 2010, the Company recorded restructuring and impairment charges of less than $0.1 million and approximately $0.4 million, respectively. Such charges relate to our Restructuring Plans. See further discussion of these plans in Note 5 of the Notes to Consolidated Financial Statements under Part I, Item I, Financial Information.
  Restructuring and impairment accruals related primarily to workforce reductions, consolidation of facilities, and the discontinuation of certain product lines, including the associated write-downs of inventory, manufacturing and test equipment. Such accruals were based on estimates and assumptions made by management about matters which were uncertain at the time, including the timing and amount of sublease income that will be recovered on vacated property and the net realizable value of used equipment that is no longer needed in our continuing operations. While we used our best current estimates based on facts and circumstances available at the time to quantify these charges, different estimates could reasonably be used in the relevant periods to arrive at different accruals and/or the actual amounts incurred or recovered may be substantially different from the assumptions utilized, either of which could have a material impact on the presentation of our financial condition or results of operations for a given period. As a result, we periodically review the estimates and assumptions used and reflect the effects of those revisions in the period that they become known.
  New Accounting Pronouncements
  For a summary of our New Accounting Pronouncements, see Note 2 of the Notes to Consolidated Financial Statements under Part I, Item I, Financial Information, of this Quarterly Report on Form 10-Q.
 
  19
 Table of Contents
  Results of Operations
  The following table summarizes Powerwave’s results of operations as a percentage of net sales for the first quarter of 2011 and 2010:
  Three Months EndedApril 3,

2011

April 4,

2010Net sales


100
%


100.0
%Cost of sales:Cost of goods


73.8



73.9Restructuring and impairment charges


—



0.1Total cost of sales


73.8



74.0Gross profit


26.2



26.0Operating expenses:Sales and marketing


6.7



8.2Research and development


12.1



12.5General and administrative


8.8



9.8Restructuring and impairment charges


—



0.3Total operating expenses


27.6



30.8Operating loss


(1.4
)


(4.8
)Other income (expense), net


(1.9
)


(3.1
)Loss before income taxes


(3.3
)


(7.9
)Income tax provision


1.8



1.6Net loss


(5.1
)%


(9.5
)%
  Three Months ended April 3, 2011 and April 4, 2010
  Net Sales
  Our sales are derived from the sale of wireless communications network products and coverage solutions, including antennas, boosters, combiners, cabinets, shelters, filters, radio frequency power amplifiers, remote radio head transceivers, repeaters, tower-mounted amplifiers and advanced coverage solutions for use in cellular, PCS, 3G and 4G wireless communications networks throughout the world.
  The following table presents a further analysis of our sales based upon our various customer groups:
  Three Months Ended

(in thousands)Customer Group

April 3, 2011

April 4, 2010Wireless network operators and other

$
81,511



60
%

$
51,386



45
%Original equipment manufacturers


55,113



40
%


63,087



55
%Total

$
136,624



100
%

$
114,473



100
%
 
 Sales increased by 19% to $136.6 million for the first quarter of 2011, from $114.5 million, for the first quarter of 2010. This increase was due to several factors, including increased demand from our direct operator customers, which increased by approximately 59% for the first quarter of 2011 from the first quarter of 2010. The revenues in the first quarter of 2010 were lower than normal due to component supply constraints which significantly impacted our revenue for that quarter. While we experienced stronger demand from our wireless network operators and other direct customers in the first quarter of 2011, we did experience a further reduction in demand from our original equipment manufacturer customers. This is consistent with our strategic focus on direct wireless operator customers.
  20
 Table of Contents
  The following table presents a further analysis of our sales based upon our various product groups:
  Three Months Ended

(in thousands)Wireless Communications Product Group

April 3, 2011

April 4, 2010Antenna systems

$
64,946



48
%

$
39,421



34
%Base station systems


59,082



43
%


65,217



57
%Coverage Solutions


12,596



9
%


9,835



9
%Total

$
136,624



100
%

$
114,473



100
%
  Antenna systems consist of base station antennas and tower-mounted amplifiers. Base station systems consist of products that are installed into or around the base station of wireless networks and include products such as boosters, combiners, filters, radio frequency power amplifiers and VersaFlex cabinets. Coverage Solutions consist primarily of repeaters and advanced coverage solutions.  The significant increase in antenna systems sales during the first quarter of 2011 as compared with the first quarter of 2010 is due to the growth in demand we experienced from our wireless network operator customers, and the fact that the prior year period had been adversely impacted by component supply constraints that reduced our revenues in the first quarter of 2010.
  We track the geographic location of our sales based upon the location of our customers to which we ship our products. Since many of our original equipment manufacturer customers purchase products from us at central locations and then re-ship the product with other base station equipment to locations throughout the world, we are unable to identify the final installation location of many of our products.
  The following table presents an analysis of our net sales based upon the geographic area to which a product was shipped:
  Three Months Ended

(in thousands)Geographic Area

April 3, 2011

April 4, 2010Americas

$
54,261



40
%

$
34,173



30
%Asia Pacific


44,133



32
%


45,670



40
%Europe


30,012



22
%


32,186



28
%Other international


8,218



6
%


2,444



2
%Total

$
136,624



100
%

$
114,473



100
%
  Revenues increased in the Americas region and remained relatively flat in most other regions in the first quarter of 2011 as compared to the first quarter of 2010. The increase in the Americas region is attributable to increases in demand with our wireless network operator customers in North America, several of which have started to build out 4G networks. Since wireless network infrastructure spending is dependent on individual network coverage and capacity demands, we do not believe that our revenue fluctuations for any geographic region are necessarily indicative of a trend for our future revenues by geographic area.
  A large portion of our revenues are generated in currencies other than the U.S. Dollar. During the last year, the value of the U.S. Dollar has fluctuated significantly against many other currencies. We have calculated that when comparing exchange rates in effect for the first quarter of 2010 to those in effect for the first quarter of 2011, the change in the value of foreign currencies as compared with the U.S. Dollar did not have a material impact on our net sales.
  For the first quarter of 2011, total sales to Nokia Siemens accounted for approximately 25% of total net sales, sales to Team Alliance, one of our North American resellers, accounted for approximately 14% of total net sales, and sales to Raycom, one of our European resellers, accounted for approximately 10% of total net sales.  For the first quarter of 2010, total sales to Nokia Siemens accounted for approximately 28% of sales and total sales to Samsung accounted for approximately 12% of total net sales. Notwithstanding our acquisitions, our business remains largely dependent upon a limited number of customers within the wireless communications market and we cannot guarantee that we will continue to be successful in attracting new customers or retaining or increasing business with our existing customers.
  A number of factors have caused delays and may cause future delays in new wireless infrastructure and upgrade deployment schedules throughout the world, including deployments in the United States, Europe, Asia, South America and other areas. In addition, a number of factors may cause original equipment manufacturers to alter their outsourcing strategy concerning certain wireless communications network products, which could cause such original equipment manufacturers to reduce or eliminate their demand for external supplies of such products or shift their demand to alternative suppliers or internal suppliers. Such factors include lower perceived internal manufacturing costs and competitive reasons to remain vertically integrated. Due to the possible uncertainties associated with wireless infrastructure deployments and original equipment manufacturer demand, we have experienced and expect to continue to experience significant fluctuations in demand from our original equipment manufacturer and network operator customers. Such fluctuations have caused and may continue to cause significant reductions in our revenues and/or operating results, which has adversely impacted and may continue to adversely impact our business, financial condition and results of operations.
  21
 Table of Contents
 
 Cost of Sales and Gross Profit
  Our cost of sales includes both fixed and variable cost components and consists primarily of materials, assembly and test labor, overhead, which includes equipment and facility depreciation, transportation costs, warranty costs and amortization of product-related intangibles. Components of our fixed cost structure include test equipment and facility depreciation, purchasing and procurement expenses and quality assurance costs. Given the fixed nature of such costs, the absorption of our overhead costs into inventory decreases and the amount of overhead variances expensed to cost of sales increases as volumes decline since we have fewer units to absorb our overhead costs against. Conversely, the absorption of our overhead costs into inventory increases and the amount of overhead variances expensed to cost of sales decreases as volumes increase since we have more units to absorb our overhead costs against. As a result, our gross profit margins generally decrease as revenue and volumes decline due to lower sales volume and higher amounts of overhead variances expensed to cost of sales. Our gross profit margins generally increase as our revenue and volumes increase due to higher sales volume and lower amounts of overhead variances expensed to cost of sales.
  The following table presents an analysis of our gross profit:
  Three Months Ended

(in thousands)April 3, 2011

April 4, 2010Net sales

$
136,624



100.0
%

$
114,473



100.0
%Cost of sales:Cost of sales


100,764



73.8
%


84,641



73.9
%Restructuring and impairment charges


—



—



21



0.1
%Total cost of sales


100,764



73.8
%


84,662



74.0
%Gross profit

$
35,860



26.2
%

$
29,811



26.0
%
  Our actual total gross profit increased during the first quarter of fiscal 2011, compared to the first quarter of fiscal 2010, primarily as a result of our increased revenues. As a percentage of revenue, our gross profit margin increased slightly during the first quarter of fiscal 2011 compared to the first quarter of fiscal 2010. During the first quarter of 2011, our gross profit was negatively impacted by a coverage solution project cost estimate adjustment of approximately $3.6 million. There was no corresponding adjustment in the first quarter of 2010. We did not incur any restructuring and impairment charges during the first quarter of fiscal 2011. For the first quarter of 2010, we incurred restructuring and impairment charges totaling less than $0.1 million.
  The wireless communications infrastructure equipment industry is extremely competitive and is characterized by rapid technological change, new product development and product obsolescence, evolving industry standards and significant price erosion over the life of a product. Certain of our competitors have aggressively lowered prices in an attempt to gain market share. Due to these competitive pressures and the pressures of our customers to continually lower product costs, we expect that the average sales prices of our products will continue to decrease and negatively impact our gross margins. In addition, we have introduced new products at lower sales prices and these lower sales prices have impacted the average sales prices of our products. We have also reduced prices on our existing products in response to our competitors and customer demands. We currently expect that pricing pressures will remain strong in our industry. Future pricing actions by our competitors and us may adversely impact our gross profit margins and profitability, which could result in decreased liquidity and adversely affect our business, financial condition and results of operations.
  A portion of our coverage solution sales include design, customization, installation and implementation services and the supply of coverage solutions products. The Company recognizes revenue using the percentage-of-completion method for these coverage solution projects.  Due to the nature of these types of projects, cost estimates can vary significantly, and the actual cost of such projects can fluctuate significantly during the life of a project. Such fluctuations can have a negative impact on our gross profit margins and profitability, which can result in decreased revenues and adversely impact our business, financial condition and results of operations, such as occurred in the first quarter of 2011.
  We continue to strive for manufacturing and engineering cost reductions to offset pricing pressures on our products, as evidenced by our decisions to close or transfer our Salisbury, Maryland, Finland, Hungary, Shanghai and Wuxi, China manufacturing operations as part of our restructuring plans to reduce our manufacturing costs. However, we cannot guarantee that these cost reductions, and our outsourcing or product redesign efforts will keep pace with price declines and cost increases. If we are unable to further reduce our costs through our manufacturing, outsourcing and/or engineering efforts, our gross margins and profitability will be adversely affected.
  22
 Table of Contents
 
 Operating Expenses
  The following table presents a breakdown of our operating expenses by functional category and as a percentage of net sales:
  Three Months Ended

(in thousands)April 3, 2011

April 4, 2010Operating ExpensesSales and marketing

$
9,136



6.7
%

$
9,395



8.2
%Research and development


16,603



12.1
%


14,276



12.5
%General and administrative


11,991



8.8
%


11,274



9.8
%Restructuring and impairment charges


1



0.0
%


346



0.3
%Total operating expenses

$
37,731



27.6
%

$
35,291



30.8
%
  Sales and marketing expenses consist primarily of salaries and commissions, travel expenses, advertising and marketing expenses, selling expenses, charges for customer demonstration units and trade show expenses. Sales and marketing expenses decreased by $0.3 million, or 3%, during the first quarter of 2011 as compared to the first quarter of 2010.
  Research and development expenses consist primarily of ongoing design and development expenses for new wireless communications network products, as well as for advanced coverage solutions. We also incur design expenses associated with reducing the cost and improving the manufacturability of our existing products. Research and development expenses can fluctuate dramatically from period to period depending on numerous factors including new product introduction schedules, prototype developments and hiring patterns. Research and development expenses increased by $2.3 million, or 16%, during the first quarter of 2011 as compared to the first quarter of 2010 due to increased personnel costs and increased material development expenses. In addition, non-cash equity based compensation expense pursuant to ASC Topic 718 increased by $0.3 million in the first quarter of 2011 as compared to the first quarter of 2010.
  General and administrative expenses consist primarily of salaries and other expenses for management, finance, information systems, legal fees, facilities and human resources. General and administrative expenses increased $0.7 million, or 6%, during the first quarter of 2011 as compared to the first quarter of 2010. This increase was primarily due to the $0.6 million increase in non-cash equity based compensation expense allocated to general and administration expense in the first quarter of 2011, as compared to the first quarter of 2010.
  The increase in equity based compensation expense is due primarily to options granted in the fourth quarter of 2010, at prices significantly higher than prior period grants.
  Restructuring charges of less than $0.1 million were recorded in the first quarter of fiscal 2011, primarily for severance costs in the U.S., Finland, and Singapore compared to charges of $0.3 million in the first quarter of fiscal 2010.
 
 Other Income (Expense), net
  The following table presents an analysis of other income (expense), net:
  Three Months Ended

(in thousands)April 3, 2011

April 4, 2010Interest income

$
60



0.1


$
44



—Interest expense


(2,886
)


(2.1
)%


(3,857
)


(3.3
)%Foreign currency loss, net


(586
)


(0.4
)%


(697
)


(0.6
)%Gain on exchange of convertible debt


—



—



483



0.4
%Other income, net


731



0.5
%


452



0.4
%Other income (expense), net

$
(2,681
)


(1.9
)%

$
(3,575
)


(3.1
)%
  Interest income remained consistent during the first quarter of 2011 compared to the first quarter of 2010 due to our cash balances remaining consistent and the interest rates on such balances remaining consistent.  Interest expense decreased by $1.0 million during the first quarter of fiscal 2011 as compared to the first quarter of 2010 primarily due to the reduction of approximately $67 million of our outstanding 1.875% Convertible Subordinated Notes from the first quarter of 2010 to the first quarter of 2011. Included in interest expense are non-cash charges related to the amortization of debt issuance costs and debt discount of $0.3 and $0.7 million respectively for the first fiscal quarter of 2011 and $0.4 and $1.3 million respectively for the first fiscal quarter of 2010. Additionally, we recognized a net foreign currency translation loss of $0.6 million in the first quarter of 2011, primarily due to the fluctuations of the U.S. Dollar versus several other currencies, primarily the Chinese RMB, as compared to the first quarter of 2010 when we recognized a foreign currency translation loss of $0.7 million.
  23
 Table of Contents
 
 Income Tax Provision
  Our effective tax rate for the first quarter of 2011 was an expense of approximately 53% of our pre-tax loss of $4.6 million. We have recorded a valuation allowance against a portion of our deferred tax assets pursuant to Accounting Standards Codification (ASC) Topic 740, “Income Taxes,” due to the uncertainty as to the timing and ultimate realization of those assets. As such, for the foreseeable future, the tax provision or tax benefit related to future U.S. earnings or losses will be offset substantially by a reduction in the valuation allowance. Accordingly, the tax expense consisted primarily of taxes from operations in foreign jurisdictions, primarily China.  We expect our tax rate to continue to fluctuate based on the percentage of income earned in each jurisdiction.
  Net Loss
  The following table presents a reconciliation of operating loss to net loss:
  Three Months Ended

(in thousands)April 3, 2011

April 4, 2010Operating loss

$
(1,871
)

$
(5,480
)Other income (expense), net


(2,681
)


(3,575
)Loss before income taxes


(4,552
)


(9,055
)Income tax provision


2,424



1,763Net loss

$
(6,975
)

$
(10,818
)
  Our net loss for the first quarter of 2011 was $7.0 million, compared to our net loss of $10.8 million for the first quarter of 2010. The decrease in our net loss during the first quarter of 2011 as compared to the first quarter of 2010 is primarily the result of our increased revenues, and reduced interest expenses in the first quarter of 2011 versus the first quarter of 2010.
  Liquidity and Capital Resources
  We have historically financed our operations through a combination of cash on hand, cash provided from operations, equipment lease financings, available borrowings under our bank line of credit, private debt placements and both private and public equity offerings. Our principal sources of liquidity consist of existing cash balances, funds expected to be generated from future operations and borrowings under our receivables credit facility with Wells Fargo Capital Finance LLC (“Credit Agreement”). As of April 3, 2011, we had working capital of $130.6 million, including $60.8 million in unrestricted cash and cash equivalents as compared to working capital of $131.8 million at January 2, 2011, which included $61.6 million in unrestricted cash and cash equivalents. We currently invest our excess cash in short-term, investment-grade, money-market instruments with maturities of three months or less. We typically hold such investments until maturity and then reinvest the proceeds in similar money market instruments. We believe that all of our cash investments would be readily available to us should the need arise.
  Cash Flows
  The following table summarizes our cash flows for the first quarter of 2011 and 2010:
  Three Months Ended

(in thousands)April 3, 2011

April 4, 2010Net cash provided by (used in):Operating activities

$
(34
)

$
3,752Investing activities


(1,736
)


(442
)Financing activities


592



(886
)Effect of foreign currency translation on cash and cash equivalents


327



167Net increase (decrease) in cash and cash equivalents

$
(851
)

$
2,591
  24
 Table of Contents
 
 Operating Activities
  Net cash used in operations in the first quarter of 2011 was less than $0.1 million as compared to net cash provided of $3.8 million in the first quarter of 2010. The reduction in cash flow from operations from the prior year is due to an increase in working capital during the quarter, primarily an increase in inventory.
  Investing Activities
  Net cash used in investing activities during the first quarter of 2011 was $1.7 million as compared to $0.4 million during the first quarter of 2010. The $1.7 million in net cash used in investing activities during the first quarter of 2011 primarily represents capital expenditures of $1.8 million, partially offset by proceeds from the sale of property, plant and equipment of $0.1 million. Total capital expenditures during the first quarter of 2011 and 2010 were approximately $1.8 million and $0.6 million, respectively. The majority of the capital spending during both periods related to computer hardware and test equipment utilized in our manufacturing and research and development areas. We expect our capital spending requirements for the remainder of this year to range between $5 million and $6 million, consisting of test and production equipment, as well as computer hardware and software.
  Financing Activities
  Net cash provided by financing activities of $0.6 million during the first quarter of 2011 relates primarily to proceeds from our employee stock purchase plan and stock option exercises. Net cash used in financing activities of $0.9 million during the first quarter of 2010 relates primarily to the $1.3 million debt issuance costs related to the exchange of our 1.875% Convertible Subordinated Notes due 2024 (“1.875% Notes”), partially offset by $0.4 million in proceeds related to our employee stock purchase plan.
  Future Cash Requirements
  We currently believe that our existing cash balances, funds expected to be generated from operations and borrowings under our Credit Agreement will provide us with sufficient funds to finance our current operations for at least the next twelve months. Our principal sources of liquidity consist of our existing cash balances, funds expected to be generated from operations and our Credit Agreement, described below. We regularly review our cash funding requirements and attempt to meet those requirements through a combination of cash on hand and cash provided by operations. Our ability to increase revenues and generate profits is subject to numerous risks and uncertainties, and any significant decrease in our revenues or profitability would reduce our operating cash flows and erode our existing cash balances. No assurances can be given that we will be able to generate positive operating cash flows in the future or maintain and/or grow our existing cash balances.
  We had a total of $208 million of convertible subordinated notes outstanding at April 3, 2011, consisting of $58 million in principal of the 1.875% Notes and $150.0 million of 3.875% Convertible Subordinated Notes due 2027 (“3.875% Notes”). Holders of the 1.875% Notes may require us to repurchase all or a portion of their notes for cash on November 15, 2011, 2014 and 2019 at 100% of the principal amount of the notes, plus accrued and unpaid interest. Holders of the 3.875% Notes may require us to repurchase all or a portion of their notes for cash on October 1, 2014, 2017 and 2022 at 100% of the principal amount of the notes, plus accrued and unpaid interest. No assurance can be given that we will be able to generate positive operating cash flows in the future or maintain and/or grow our existing cash balances. If we do not generate sufficient cash from operations, or improve our ability to generate cash, we may not have sufficient funds available to pay our maturing debt. If we have not retired the debt prior to maturity, and if we do not have adequate cash available at that time, we would be required to refinance the notes and no assurance can be given that we will be able to refinance the notes on terms acceptable to us or at all given current conditions in the credit markets. If our financial performance is poor or if credit markets remain tight, we will likely encounter a more difficult environment in terms of raising additional financing. If we are not able to repay or refinance the notes or if we experience a prolonged period of reduced customer demand for our products, our ability to maintain operations may be impacted.
  Credit Agreement
  We entered into the Credit Agreement on April 3, 2009.   On January 31, 2011 we entered into the Amendment to, among other things, extend the maturity of the facility to August 2014 from August 2011 and reduce the interest rates payable under the Credit Agreement at all borrowing levels.  See Note 4 of the Notes to Consolidated Financial Statements under Part I, Item 1, Financial Statements, of this Quarterly Report on Form 10-Q.  Pursuant to the Credit Agreement, the lenders thereunder have made available to us a senior secured credit facility in the form of a revolving line of credit for up to a maximum of $50.0 million. Availability under the Credit Agreement is based on the calculation of our borrowing base as defined in the Credit Agreement. The Credit Agreement is secured by a first priority security interest on a majority of our assets, including, without limitation, all accounts, equipment, inventory, chattel paper, records, intangibles, deposit accounts, cash and cash equivalents and proceeds of the foregoing. The Credit Agreement contains customary affirmative and negative covenants for credit facilities of this type, including limitations on us with respect to indebtedness, liens, investments, distributions, mergers and acquisitions, and dispositions of assets. The Credit Agreement also includes a financial covenant in the form of a minimum fixed charge coverage ratio that is applicable only if the availability under our line of credit falls below $15.0 million.  As of April 3, 2011, we are in compliance with all covenants.  As of April 3, 2011, we had approximately $41.4 million of availability under the Credit Agreement, of which approximately $6.5 million was utilized by outstanding letters of credit.
  25
 Table of Contents
 
 On occasion, we have previously utilized both operating and capital lease financing for certain equipment purchases used in our manufacturing and research and development operations and may selectively continue to do so in the future. We may also require additional funds in the future to support our working capital requirements or for other purposes such as acquisitions, and we may seek to raise such additional funds through the sale of public or private equity and/or debt financing, as well as from other sources. Our ability to secure additional financing or sources of funding is dependent upon our financial performance, credit rating and the market price for our Common Stock, which are all directly impacted by our ability to grow revenues and generate profits. In addition, our ability to obtain financing is directly dependent upon the availability of financial markets to provide sources of financing on reasonable terms and conditions. We can make no guarantee that we will be able to obtain additional financing or secure new financing arrangements in the future on terms that are favorable to us or at all. If our operating performance was to deteriorate and our cash balances were to be significantly reduced, we would likely encounter a more difficult environment in terms of raising additional funding to support our business, the cost of additional funding or borrowing could increase, and we may be required to further reduce operating expenses or scale back operations.
  Off-Balance Sheet Arrangements
  Our off-balance sheet arrangements consist primarily of conventional operating leases, purchase commitments and other commitments arising in the normal course of business, as further discussed in our Annual Report on Form 10-K for the year ended January 2, 2011, in Part II, Item 7 under the heading Contractual Obligations and Commercial Commitments. As of April 3, 2011, we did not have any other relationships with unconsolidated entities or financial partners, such as entities often referred to as structured finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually-narrow or limited purposes.
  26
 Table of Contents
  ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  Our financial instruments include cash and cash equivalents, restricted cash, short-term investments, capital leases and long-term debt. As of April 3, 2011, the carrying values of our financial instruments approximated their fair values based upon current market prices and rates except for long-term debt for which the fair value is estimated based on the quoted market price for the debt.
  We are exposed to a number of market risks in the ordinary course of business. These risks, which include foreign currency risk, interest rate risk and commodity price risk, arise in the normal course of business rather than from trading. We have examined our exposures to these risks and do not believe that any of our market exposures will result in material changes to our financial condition or results of operations.
  Foreign Currency Risk
  Our international operations represent a substantial portion of our operating results and asset base. We maintain various operations in multiple foreign locations including Brazil, China, Finland, France, Germany, India, Singapore, Sweden, Thailand and the United Kingdom. These international operations generally incur local operating costs and generate third-party revenues in currencies other than the U.S. Dollar. These foreign currency revenues and expenses expose us to foreign currency risk and give rise to foreign currency exchange gains and losses. We do not presently hedge against the risks of foreign currently fluctuations.  In the event of significant fluctuations in foreign currencies, we may experience declines in revenue and adverse impacts on operating results and such changes could be material.
  We regularly pursue new customers in various international locations where new deployments or upgrades to existing wireless communication networks are planned. As a result, a significant portion of our revenues are derived from international sources (excluding North America), with our international customers accounting for approximately 62% of our net sales during the first quarter of 2011, 71% of our net sales during fiscal 2010 and 73% of our net sales during fiscal 2009. International sources include Europe, Asia and South America, where there has been historical volatility in several of the regions’ currencies. Changes in the value of the U.S. Dollar versus the local currency in which our products are sold exposes us to foreign currency risk since the weakening of an international customer’s local currency and banking market may negatively impact such customer’s ability to meet their payment obligations to us. Alternatively, if a sale price is denominated in U.S. Dollars and the value of the Dollar falls, we may suffer a loss due to the lower value of the Dollar. In addition, some of our international customers require that we transact business with them in their own local currency, regardless of the location of our operations, which also exposes us to foreign currency risk. Since we sell products or services in foreign currencies, we are required to convert the payments received into U.S. Dollars, which gives rise to foreign currency gains or losses. Given the uncertainty as to when and what specific foreign currencies we may be required or choose to accept as payment from our international customers, we cannot predict the ultimate impact that such a decision would have on our business, financial condition and results of operations. For the first quarter of 2011, we recorded a foreign exchange translation loss of $0.6 million due to fluctuations in the value of the U.S. Dollar. There can be no assurance that we will not incur foreign exchange translation losses in the future as the value of the Dollar fluctuates.
  Interest Rate Risk
  As of April 3, 2011, we had cash equivalents of approximately $61.7 million in both interest and non-interest bearing accounts, including restricted cash. We also had a total of $58 million of the 1.875% Notes and $150.0 million of the 3.875% Notes. We have exposure to interest rate risk primarily through our Credit Agreement and our cash investment portfolio. Short-term investment rates decreased during 2010 and have remained low in 2011 as the U.S. Federal Reserve has attempted to mitigate the impact of the recession. Despite this exposure, we believe that we are not subject to material fluctuations in principal given the short-term maturities and high-grade investment quality of our investment portfolio, and the fact that the effective interest rate of our portfolio tracks closely to various short-term money market interest rate benchmarks. Therefore, we currently do not use derivative instruments to manage our interest rate risk. Based on our overall interest rate exposure at April 3, 2011, we do not believe that a 100 basis point change in interest rates would have a material effect on our consolidated business, financial condition or results of operations.
  27
 Table of Contents
 
 Commodity Price Risk
  Our internal manufacturing operations and contract manufacturers require significant quantities of transistors, semiconductors and various metals for use in the manufacture of our products. Therefore, we are exposed to certain commodity price risks associated with variations in the market prices for these electronic components as these prices directly impact the cost to manufacture products and the price we pay our contract manufacturers to manufacture our products. We attempt to manage this risk by entering into supply agreements with our contract manufacturers and various suppliers of these components in order to mitigate the impact of any fluctuations in commodity prices. These supply agreements are not long-term supply agreements. If we or our contract manufacturers become subject to a significant increase in the price of one of these components, we may be unable to pass such costs onto our customers. During 2010, we experienced supply shortages of various electronic components as well as significantly increased order lead times for such components.  While we have generally not experienced significant price increases for such components, if there continues to be significant shortages, the prices may increase resulting in a negative impact on our product costs.  In addition, certain transistors and semiconductors are regularly revised or changed by their manufacturers, which may result in a requirement for us to redesign a product that utilizes these components or cease the production of such products. In such events, our business, financial condition or results of operations could be adversely affected. Additionally, we require specialized electronic test equipment, which is utilized in both the design and manufacture of our products. The electronic test equipment is available from limited sources and may not be available in the time periods required for us to meet our customers’ demand. If required, we may be forced to pay higher prices for equipment and/or we may not be able to obtain the equipment in the time periods required, which would then delay our development or production of new products. These delays and any potential additional costs could have a material adverse effect on our business, financial condition or results of operations. Prior increases to the price of oil and energy have translated into higher freight and transportation costs and, in certain cases, higher raw material supply costs. These higher costs negatively impacted our production costs. We may not be able to pass on these higher costs to our customers and if we insist on raising prices, our customers may curtail their purchases from us. There are significant concerns in our industry about inflationary pressures on commodity costs, including those which affect our business. Further increases in energy prices may negatively impact our business, financial condition and results of operations.
  28
 Table of Contents
   ITEM 4.
CONTROLS AND PROCEDURES
  Evaluation of Controls and Procedures
  Our management, with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of April 3, 2011.  We maintain disclosure controls and procedures that are designed to provide a reasonable assurance level that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow for timely decisions regarding required disclosure. Our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.  Based on the evaluation of our disclosure controls and procedures as of April 3, 2011, our principal executive officer and principal financial officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.
  Changes in Internal Controls Over Financial Reporting
  There were no changes to our internal controls over financial reporting during the quarter ended April 3, 2011 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.
  29
 Table of Contents
  PART II – OTHER INFORMATION
  ITEM 1.
LEGAL PROCEEDINGS
  We are subject to legal proceedings and claims in the normal course of business.  We are currently defending these proceedings and claims, and, although the outcome of legal proceedings is inherently uncertain, we anticipate that we will be able to resolve these matters in a manner that will not have a material adverse effect on our consolidated financial position, results of operations or cash flows.
  30
 Table of Contents
  ITEM 1A.
RISK FACTORS
  Our business faces significant risks. The risks described below may not be the only risks we face. Additional risks that we do not yet know of or that we currently think are immaterial also may impair our business operations. If any of the events or circumstances described in the following risks actually occur, our business, financial condition and results of operation could suffer, the trading price of our Common Stock could decline, and you may lose all or a part of your investment.
  Risks Related to the Business
  We rely upon a few customers for the majority of our revenues and the loss of any one or more of these customers, or a significant loss, reduction or rescheduling of orders from any of these customers, would have a material adverse effect on our business, financial condition and  results of operations.
  We sell most of our products to a small number of customers, and while we are continually seeking to expand our customer base, we expect this will continue. For the first quarter of 2011, sales to Nokia Siemens accounted for approximately 25% of revenues, sales to Team Alliance, one of our North American resellers, accounted for approximately 14% of revenues, and sales to Raycom, one of our European resellers, accounted for approximately 10% of revenues.  Any decline in business with our original equipment manufacturer customers, including Nokia Siemens and Samsung, will have an adverse impact on our business, financial condition and results of operations. Our future success is dependent upon the continued purchases of our products by a small number of customers such as Nokia Siemens, Samsung, other original equipment manufacturers and wireless network operator customers. Any fluctuations in demand from such customers or other customers will negatively impact our business, financial condition and results of operations. If we are unable to broaden our customer base and expand relationships with major operators of wireless networks, our business will continue to be impacted by unanticipated demand fluctuations due to our dependence on a small number of customers. Unanticipated demand fluctuations can have a negative impact on our revenues and business, and an adverse effect on our business, financial condition and results of operations. In addition, our dependence on a small number of major customers exposes us to numerous other risks, including:
  •
a slowdown or delay in deployment of wireless networks by any one or more customers could significantly reduce demand for our products;
  •
reductions in a single customer’s forecasts and demand could result in excess inventories;
  •
the recent recession could negatively affect one or more of our major customers and cause them to significantly reduce operations, or file for bankruptcy;
  •
consolidation of customers can reduce demand as well as increase pricing pressure on our products due to increased purchasing leverage;
  •
each of our customers has significant purchasing leverage over us to require changes in sales terms including pricing, payment terms and product delivery schedules;
  •
direct competition should a customer decide to increase its level of internal designing and/or manufacturing of wireless communication network products; and
  •
concentration of accounts receivable credit risk, which could have a material adverse effect on our liquidity and financial condition if one of our major customers declared bankruptcy or delayed payment of their receivables.
  We have strategically focused our business and sales efforts on growing our sales of higher margin products and solutions, which has reduced our total sales.
  Over the last two years we have implemented a revised business and sales strategy under which we do not actively pursue low-margin, high-volume business, also referred to as commodity-like business.  This strategy is having the effect of reducing our overall sales to original equipment manufacturer customers such as Alcatel-Lucent and Nokia Siemens.  Any continued reduction in demand from our original equipment manufacturer customers, if not offset by increased demand from other wireless network operator customers, will have a negative impact on our revenue and business and will have an adverse effect on our business, financial condition and results of operations.
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 Table of Contents
 
 We have experienced, and will continue to experience, significant fluctuations in sales and operating results from quarter to quarter.
  Our quarterly results fluctuate due to a number of factors, including:
  •
the lack of obligation by our customers to purchase their forecasted demand for our products;
  •
variations in the timing, cancellation, or rescheduling of customer orders and shipments;
  •
production delays on new products that limit our revenue in a quarter;
  •
increased costs associated with rising raw material costs, including oil prices;
  •
costs associated with consolidating acquisitions;
  •
high fixed expenses that increase operating expenses, especially during a quarter with a sales shortfall;
  •
product failures and associated warranty and in-field service support costs;
  •
discounts given to certain customers for large volume purchases;
  •
unanticipated increases in costs associated with Coverage Solutions projects; and
  •
shortages of materials and components to manufacture our products.
  We regularly generate a large percentage of our revenues in the last month of a quarter. Because we attempt to ship products quickly after we receive orders, we may not always have a significant backlog of unfilled orders at the start of each quarter and we may be required to book a substantial portion of our orders during the quarter in which these orders ship. When we introduce new products into production, we may encounter production delays, such as we did in the first quarter of 2011, which limit our revenue and have an adverse effect on our business. Our major customers generally have no obligation to purchase forecasted amounts and may cancel orders, change delivery schedules or change the mix of products ordered with minimal notice and without penalty. As a result, we may not be able to accurately predict our quarterly sales. Because our expense levels are partially based on our expectations of future sales, our expenses may be disproportionately large relative to our revenues, and we may be unable to adjust spending in a timely manner to compensate for any unexpected revenue shortfall. Any shortfall in sales relative to our quarterly expectations or any delay of customer orders would adversely affect our business, financial condition and results of operations.
  Order deferrals and cancellations by our customers, declining average sales prices, changes in the mix of products sold, shortages of materials, delays in the introduction of new products and longer than anticipated sales cycles for our products have adversely affected our business, financial condition and results of operations in the past. Despite these factors, we, along with our contract manufacturers, attempt to maintain significant finished goods, work-in-progress and raw materials inventory to meet estimated order forecasts. If our customers purchase less than their forecasted orders or cancel or delay existing purchase orders, there will be higher levels of inventory that face a greater risk of obsolescence. If our customers choose to purchase products in excess of the forecasted amounts or in a different product mix, there might be inadequate inventory or manufacturing capacity to fill their orders.
  Due to these and other factors, our past results are not reliable indicators of our future performance. Future revenues and operating results may not meet the expectations of market analysts or investors. In either case, the price of our Common Stock could be materially adversely affected.
 
  Our operating results have been adversely impacted by the worldwide economic crisis and credit tightening.
  Beginning in the fourth quarter of 2008, worldwide economic conditions significantly deteriorated due to the credit crisis and other factors, including slower economic activity, recessionary concerns, increased energy costs, decreased consumer confidence, reduced corporate profits, reduced or canceled capital spending, adverse business conditions and liquidity concerns. All of these factors have had a negative impact on the availability of financial capital which has contributed to a reduction in demand for infrastructure in the wireless communication market. These conditions make it difficult for our customers and vendors to accurately forecast and plan future business activities, causing domestic and foreign businesses to slow or suspend spending on our products and services. As customers face this challenging economic time, some customers continue to find it difficult to gain sufficient credit in a timely manner, which has resulted in an impairment of their ability to place orders with us or to make timely payments to us for previous purchases. Although the recessionary conditions have eased somewhat in 2011, they still continue to impact our business negatively. If the current economic uncertainty continues, or if there is another economic recession, our revenues could be negatively impacted, thereby having a negative impact on our business, financial condition and results of operations. In addition, we may be forced to increase our allowance for doubtful accounts and our days of sales outstanding may increase significantly, which would have a negative impact on our cash position, liquidity and financial condition. We cannot predict the magnitude, timing or duration of the current economic uncertainty or any future economic recession or the impact on the wireless industry.
  32
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  Negative conditions in the financial and credit markets may impact our liquidity.
  The recent recession and constrained credit markets have had, and we anticipate they will continue to have, an impact on our liquidity. These impacts include some of our customers facing liquidity shortages which affect their payments to us, and the general tightness in the financial credit markets which limits credit available to us as well as some of our customers. Given our current operating cash flow, financial assets, access to the capital markets and available lines of credit, we continue to believe that we will be able to meet our financing needs for the foreseeable future. However, there can be no assurance that global economic conditions will not worsen, which could have a corresponding negative effect on our liquidity. In addition, while we believe that we have invested our financial assets in sound financial institutions, should these institutions limit access to our assets, breach their agreements with us or fail, we may be adversely affected. Furthermore, volatile financial and credit markets may reduce our ability to raise capital or refinance our debt on favorable terms, if at all, which could materially impact our ability to meet our obligations. As market conditions change, we will continue to monitor our liquidity position.
  We have previously experienced significant reductions in demand for our products by certain customers and if this continues, our operating results will be adversely impacted.
  We have a history of significant unanticipated reductions in demand that demonstrate the risks related to our customer and industry concentration levels. While our revenues have increased at times during fiscal years 2005, 2006, 2007 and 2008, a significant portion of this increase was due to our various acquisitions. During fiscal years 2009, 2010 and 2011, the global economic crisis and related recession continued to have an impact on our customers and their demand for our products. It is possible that our customers may continue to reduce their demand for wireless infrastructure products in the near term, thereby negatively impacting us as well as other companies within our industry. This possible reduction in demand would have a negative impact on our business, financial condition and results of operations.
  Also, in the past we have experienced significant unanticipated reductions in wireless network operator demand as well as significant delays in demand for 3G and 4G, or next generation service based products, due to the high projected capital cost of building such networks and market concerns regarding the inoperability of such network protocols. In addition, certain network operators may decide to consolidate all purchases of products for their network into a small group of companies in order to gain further perceived cost savings.  If we are not one of these selected companies, or are required to sell our products through such consolidators, our revenues and profits may be reduced which would have an adverse effect on our business, financial condition and results of operations.  In combination with these market issues, a majority of wireless network operators have, in the past, regularly reduced their capital spending plans in order to improve their overall cash flow. There is a substantial likelihood that the global economic recession will have continuing effects throughout 2011, thereby having a negative impact on network operator deployment spending plans. The impact of any future reduction in capital spending by wireless network operators, coupled with any delays in the deployment of wireless networks, will result in reduced demand for our products, which will have a material adverse effect on our business.
  We depend on single sources or limited sources for key components and products, which exposes us to risks related to product shortages or delays, as well as potential product quality issues, all of which could increase the cost of our products thereby reducing our operating profits.
  During fiscal 2010, we experienced significant supply shortages of various electronic components as well as significantly increased order lead times for such components. This combined supply shortage and increase in material order lead times impacted our ability to timely produce products, which negatively impacted our revenues during fiscal 2010. We currently expect some level of supply shortages and increased lead times to continue during 2011. If these shortages and extended lead times continue, our future revenues may be negatively impacted and our manufacturing costs may significantly increase.  In addition, a number of our products, and certain parts used in our products, are available from only one or a limited number of outside suppliers due to unique component designs, as well as certain quality and performance requirements. To take advantage of volume pricing discounts, we also purchase certain products, and along with our contract manufacturers, purchase certain customized components, from single or limited sources. We have experienced, and expect to continue to experience, shortages of single-source and limited-source components. Shortages have compelled us to adjust our product designs and production schedules and have caused us to miss customer requested delivery dates. Missed customer delivery dates have had a material adverse impact on our financial results. If single-source or limited-source components become unavailable in sufficient quantities in the desired time periods, are discontinued or are available only on unsatisfactory terms, then we would be required to purchase comparable components from other sources and may be required to redesign our products to use such components, which could delay production and delivery of our products. If the production and delivery of our products is delayed such that we do not meet the agreed upon delivery dates of our customers, such delays could result in lost revenues due to customer cancellations, as well as potential financial penalties payable to our customers. Any such loss of revenue or financial penalties could have a material adverse effect on our business, financial condition and results of operations.
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 Our reliance on certain single-source and limited-source components and products also exposes us and our contract manufacturers to quality control risks if these suppliers experience a failure in their production process or otherwise fail to meet our quality requirements. A failure in a single-source or limited-source component or product could force us to repair or replace a product utilizing replacement components. If we cannot obtain comparable replacements or redesign our products, we could lose customer orders or incur additional costs, which would have a material adverse effect on our business, financial condition and results of operations.
  We will need additional capital in the future and such additional financing may not be available on favorable terms or at all.
  As of April 3, 2011, we had approximately $61.7 million in cash, including $1.0 million in restricted cash. We cannot provide any guarantee that we will generate sufficient cash in the future to maintain or grow our operations over the long-term. We rely upon our ability to generate positive cash flow from operations to fund our business. If we are not able to generate positive cash flow from operations, we may need to utilize sources of financing such as our Credit Agreement or other sources of cash. While our Credit Agreement provides us with additional sources of liquidity, we may need to raise additional funds through public or private debt or equity financings in order to fund existing operations or to take advantage of opportunities, including acquisitions of complementary businesses or technologies.  In addition, if our business deteriorates, we might be unable to maintain compliance with the covenants in our Credit Agreement which could result in reduced availability under the Credit Agreement or an event of default under the Credit Agreement, or could make the Credit Agreement unavailable to us. If we are not successful in growing our businesses, reducing our inventories and accounts receivable, and managing the worldwide aspects of our company, our operations may not generate positive cash flow, and we may consume our cash resources faster than we anticipate. These circumstances would make it difficult to obtain new sources of financing.  Our ability to secure additional financing is also dependent upon not only our business profitability, but also the credit markets, which became highly constrained due to credit concerns arising from the subprime mortgage lending market and subsequent worldwide economic recession. If we are unable to generate positive cash flow from our operations or secure additional financing or such financing is not available on acceptable terms, we may not be able to fund our operations, otherwise respond to unanticipated competitive pressures, or repay our convertible debt.
  We have approximately $58 million in convertible subordinated debt that is coming due in November 2011and we may require additional financing
  As of April 3, 2011, we had $208 million of convertible subordinated debt that is outstanding.   The holders of this convertible subordinated debt may require us to repurchase $58 million principal amount of outstanding debt issued in 2004 on November 15, 2011 and $150.0 million principal amount of outstanding debt issued in 2007 on October 1, 2014. If we do not generate sufficient cash flow from operations, we may need to raise additional funds to repay the $58 million of outstanding convertible subordinated debt that is due in November 2011.  Our ability to secure additional financing or sources of funding is dependent upon numerous factors, including the current outlook of our business, our credit rating and the market price of our Common Stock, all of which are directly impacted by our ability to increase revenues and generate profits. In addition, the availability of new financing is dependent upon functioning debt and equity markets with financing available on reasonable terms. Given the recent credit crisis and our credit rating there can be no guarantee that such a market would be available to us. If such a market is not available, we may be unable to raise new financing, which would negatively impact our business and possibly impact our ability to maintain operations as presently conducted.
  We may fail to develop products that are of adequate quality and reliability, which could negatively impact our ability to sell our products and could expose us to significant liabilities.
  We have had quality problems with our products, including those we have acquired in acquisitions. We may have similar product quality problems in the future. We have replaced components in some products and replaced entire products in accordance with our product warranties. We believe that our customers will demand that our products meet increasingly stringent performance and reliability standards. If we cannot keep pace with technological developments, evolving industry standards and new communications protocols, if we fail to adequately improve product quality and meet the quality standards of our customers, or if our contract manufacturers fail to achieve the quality standards of our customers, we risk losing business which would negatively impact our business, financial condition and results of operations. Design problems could also damage relationships with existing and prospective customers and could limit our ability to market our products to large wireless infrastructure manufacturers, many of which build their own products and have stringent quality control standards. In addition, we have incurred significant costs addressing quality issues from products that we have acquired in certain of our acquisitions. We are also required to honor certain warranty claims for products that we have acquired in recent acquisitions. While we seek recovery of amounts that we have paid, or may pay in the future to resolve warranty claims through indemnification from the original manufacturer, this can be a costly and time consuming process.  In our contracts with customers, we negotiate liability limits but not all of the contracts contain liability limits and some contracts contain limits which are greater than the price of the products sold.  As a result, if we have quality problems with our products that we cannot fix and our customers bring a claim against us, we could incur significant liabilities which would have a material adverse effect on our business, financial condition and results of operations.
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 We may encounter unanticipated cost increases in coverage systems projects.
  As part of our Coverage Solutions product group, we occasionally undertake installation projects in which we utilize third party contractors in addition to our personnel to install and deploy Coverage Solutions.  As part of these projects, we may encounter unanticipated deployment costs, which if not reimbursed, may have a negative impact on our gross margins, financial condition and results of operations.  We encountered such expenses in the first quarter of 2011.
  We may be adversely affected by the bankruptcy of our customers.
  One of our original equipment manufacturer customers, Nortel, filed for bankruptcy protection in the first quarter of 2009, and in the third quarter of 2009, they received government approval of the sale of their assets.  Given the current economic climate, it is possible that one or more of our other customers will suffer significant financial difficulties, including potentially filing for bankruptcy protection. In such an event, the demand for our products from these customers may decline significantly or cease completely. We cannot guarantee that we will be able to continue to generate new demand to offset any such reductions from existing customers. If we are unable to continue to generate new demand, our revenues will decrease and our business, financial condition and results of operations will be negatively impacted.
  We may not successfully evaluate the creditworthiness of our customers. While we maintain allowances for doubtful accounts and for estimated losses resulting from the inability of our customers to make required payments, greater than anticipated nonpayment and delinquency rates could harm our financial results and liquidity. Given the current economic uncertainty, and the possibility of a future recession, there are potential risks of greater than anticipated customer defaults. If the financial condition of any of our customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances would be required and would negatively impact our business, financial condition and results of operations.
  We may incur unanticipated costs as we complete the restructuring of our business.
  We have previously encountered difficulties and delays in integrating and consolidating operations which have had a negative impact on our business, financial condition and results of operations. The failure to successfully consolidate these operations could undermine the anticipated benefits and synergies of the restructuring, which could adversely affect our business, financial condition and results of operations. The anticipated benefits and synergies of our restructurings relate to cost savings associated with operational efficiencies and greater economies of scale. However, these anticipated benefits and synergies are based on projections and assumptions, not actual experience, and assume a smooth and successful integration of our business.
  We may need to undertake restructuring actions in the future.
  We have previously recognized restructuring charges in response to slowdowns in demand for our products and in conjunction with cost cutting measures and measures to improve the efficiency of our operations. As a result of economic conditions, we may need to initiate additional restructuring actions that could result in restructuring charges that could have a material impact on our business, financial condition and results of operations. Such potential restructuring actions could include cash expenditures that would reduce our available cash balances, which would have a negative impact on our business and our ability to repay our outstanding convertible subordinated debt.
  The potential for increased commodity and energy costs may adversely affect our business, financial condition and results of operations.
  The world economy has experienced significant fluctuations in the price of oil and energy during the last four years and shortages of steel, copper and rare earth materials. Such fluctuations and shortages have resulted in significant price increases which translated into higher freight and transportation costs and higher raw material supply costs. These higher costs have negatively impacted our production costs. We are not normally  able to pass on these higher costs to our customers, and if we insist on raising prices, our customers may curtail their purchases from us. The costs of energy and items directly related to the cost of energy will fluctuate due to factors that may not be predictable, such as the economy, political conditions and the weather. Further increases in energy prices, raw material costs or the onset of inflationary pressures could negatively impact our business, financial condition and results of operations.
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  Our average sales prices have declined, and we anticipate that the average sales prices for our products will continue to decline and negatively impact our gross profit margins.
  Wireless service providers are continuing to place pricing pressure on wireless infrastructure manufacturers, which in turn, has resulted in lower selling prices for our products, with certain competitors aggressively reducing prices in an effort to increase their market share. The consolidation of original equipment manufacturers such as Alcatel-Lucent and Nokia Siemens has concentrated purchasing power at the surviving entities, placing further pricing pressures on the products we sell to such customers. Moreover, the recent recession and current economic uncertainty have caused wireless service providers to become more aggressive in demanding price reductions as they attempt to reduce costs. As a result, we are forced to further reduce our prices to such customers, which has negatively impacted our business, financial condition and results of operations. If we do not agree to lower our prices as some customers request, those customers may stop purchasing our products, which would significantly impact our business. We believe that the average sales prices of our products will continue to decline for the foreseeable future. The weighted average sales price for our products declined in the range of 0% to 15%, depending on the product line, from fiscal 2009 to fiscal 2010 and we expect that this will continue going forward. Since wireless infrastructure manufacturers frequently negotiate supply arrangements far in advance of delivery dates, we must often commit to price reductions for our products before we know how, or if, we can obtain such cost reductions. In addition, average sales prices are affected by price discounts negotiated without firm orders for large volume purchases by certain customers. To offset declining average sales prices, we must reduce manufacturing costs and ultimately develop new products with lower costs or higher average sales prices. If we cannot achieve such cost reductions or increases in average selling prices, our gross margins will decline.
  Our suppliers, contract manufacturers or customers could become competitors.
  Many of our customers, particularly our original equipment manufacturer customers, internally design and/or manufacture their own wireless communications network products. These customers also continuously evaluate whether to manufacture their own wireless communications network products or utilize contract manufacturers to produce their own internal designs. Certain of our customers regularly produce or design wireless communications network products in an attempt to replace products manufactured by us. In addition, some customers threaten to undertake such activities if we do not agree to their requested price reductions. We believe that these practices will continue. In the event that our customers manufacture or design their own wireless communications network products, these customers might reduce or eliminate their purchases of our products, which would result in reduced revenues and would adversely impact our business, financial condition and results of operations. Wireless infrastructure equipment manufacturers with internal manufacturing capabilities, including many of our customers, could also sell wireless communications network products externally to other manufacturers, thereby competing directly with us. In addition, our suppliers or contract manufacturers may decide to produce competing products directly for our customers and, effectively, compete against us. If, for any reason, our customers produce their wireless communications network products internally, increase the percentage of their internal production, require us to participate in joint venture manufacturing with them, require us to reduce our prices, engage our suppliers or contract manufacturers to manufacture competing products, or otherwise compete directly against us, our revenues would decrease, which would adversely impact our business, financial condition and results of operations.
  Our success is tied to the growth of the wireless services communications market and our future revenue growth is dependent upon the expected increase in the size of this market.
  Our revenues come from the sale of wireless communications network products and coverage solutions. Our future success depends upon the growth and increased availability of wireless communications services. Wireless communications services may not grow at a rate fast enough to create demand for our products, as we have experienced periodically throughout the past seven years. Some of our network operator customers rely on credit to finance the build-out or expansion of their wireless networks. The recent constrained credit environment and the worldwide economic recession resulted in lower revenues in fiscal 2009 and 2010 and will likely result in a reduction of demand from some of our customers in the near term. Another example of unanticipated reductions was during fiscal 2006 and into fiscal 2007, when a major North American wireless network operator significantly reduced demand for new products. In addition, during the same period, several major equipment manufacturers began a process of consolidating their operations, which significantly reduced their demand for our products. This reduced spending on wireless networks had a negative impact on our operating results. If wireless network operators delay or reduce levels of capital spending, our business, financial condition and results of operations would be negatively impacted.
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 Our reliance on contract manufacturers exposes us to risks of excess inventory or inventory carrying costs.
  We use contract manufacturers to produce printed circuit boards for our products, and in certain cases, to manufacture finished products. If our contract manufacturers are unable to respond in a timely fashion to changes in customer demand, we may be unable to produce enough products to respond to sudden increases in demand, resulting in lost revenues. Alternatively, in the case of order cancellations or decreases in demand, we may be liable for excess or obsolete inventory or cancellation charges resulting from contractual purchase commitments that we have with our contract manufacturers. We regularly provide rolling forecasts of our requirements to our contract manufacturers for planning purposes, pursuant to our agreements, a portion of which is binding upon us. Additionally, we are committed to accept delivery on the forecasted terms for a portion of the rolling forecast. Cancellations of orders or changes to the forecasts provided to any of our contract manufacturers may result in cancellation costs payable by us. In the past, we have been required to take delivery of materials from our suppliers and subcontractors that were in excess of our requirements, and we have previously recognized charges and expenses related to such excess material. We expect that we will incur such costs in the future.
  By using contract manufacturers, our ability to directly control the use of all inventories is reduced because we do not have full operating control over their operations. If we are unable to accurately forecast demand for our contract manufacturers and manage the costs associated with our contract manufacturers, we may be required to purchase excess inventory and incur additional inventory carrying costs. If we or our contract manufacturers are unable to utilize such excess inventory in a timely manner, and are unable to sell excess components or products due to their customized nature, our  business, financial condition and results of operations would be negatively impacted.
  Future additions to, or consolidations of manufacturing operations may present risks, and we may be unable to achieve the financial and strategic goals associated with such actions.
  We have previously added new manufacturing locations, as well as consolidated existing manufacturing locations, in an attempt to achieve operating cost savings and improved operating results. We continually evaluate these types of opportunities.  We may acquire or invest in new locations, or we may consolidate existing locations into either existing or new locations in order to reduce our manufacturing costs. For example, in 2009, we established a new manufacturing location in Thailand.  Such activities subject us to numerous risks and uncertainties, including the following:
  •
difficulty integrating the new locations into our existing operations;
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difficulty consolidating existing locations into one location;
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inability to achieve the anticipated financial and strategic benefits of the specific new location or consolidation;
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significant unanticipated additional costs incurred to start up a new manufacturing location;
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inability to attract key technical and managerial personnel to a new location;
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inability to retain key technical and managerial personnel due to the consolidation of locations to a new location;
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diversion of our management’s attention from other business issues;
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failure of our review and approval process to identify significant issues, including issues related to manpower, raw material supplies, legal and financial contingencies.
  If we are unable to manage these risks effectively as part of any investment in a new manufacturing location or consolidation of locations, our business would be adversely affected.
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 Future acquisitions, or strategic alliances, may present risks, and we may be unable to achieve the financial and strategic goals intended at the time of any acquisition or strategic alliance.
  In the past, we have acquired and made investments in other companies, products and technologies and entered into strategic alliances with other companies. We continually evaluate these types of opportunities. We may acquire or invest in other companies, products or technologies, or we may enter into joint ventures, mergers or strategic alliances with other companies. Such transactions subject us to numerous risks, including the following:
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difficulty integrating the operations, technology and personnel of the acquired company;
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inability to achieve the anticipated financial and strategic benefits of the specific acquisition or strategic alliance;
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significant additional warranty costs due to product failures and or design differences that were not identified during due diligence, which could result in charges to earnings if they are not recoverable from the seller;
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inability to retain key technical and managerial personnel from the acquired company;
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difficulty in maintaining controls, procedures and policies during the transition and integration process;
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diversion of our management’s attention from other business concerns;
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failure of our due diligence process to identify significant issues, including issues with respect to product quality, product architecture, legal and financial contingencies, and product development; and
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significant exit charges if products acquired in business combinations are unsuccessful.
  If we are unable to manage these risks effectively as part of any acquisition or joint venture, our business would be adversely affected.
  We may fail to develop products that are sufficiently manufacturable, which could negatively impact our ability to sell our products.
  Manufacturing our products is a complex process that requires significant time and expertise to meet customers’ specifications. Successful manufacturing is substantially dependent upon the ability to assemble and tune these products to meet specifications in an efficient manner. In this regard, we largely depend on our staff of assembly workers and trained technicians at our internal manufacturing operations in the United States and Asia, as well as our contract manufacturers’ staff of assembly workers and trained technicians. If we cannot design our products to minimize the manual assembly and tuning process, or if we or our contract manufacturers lose a number of trained assembly workers and technicians or are unable to attract additional trained assembly workers or technicians, we may be unable to have our products manufactured in a cost effective manner.
  If we are unable to hire and retain highly-qualified technical and managerial personnel, we may not be able to sustain or grow our business.
  Competition for personnel, particularly qualified engineers, is intense. The loss of a significant number of qualified engineers, as well as the failure to recruit and train additional technical personnel in a timely manner, could have a material adverse effect on our business, financial condition and results of operations. The departure of any of our management and technical personnel, the breach of their confidentiality and non-disclosure obligations to us, or the failure to achieve our intellectual property objectives may also have a material adverse effect on our business.
  We believe that our success depends upon the knowledge and experience of our management and technical personnel and our ability to market our existing products and to develop new products. Our employees are generally employed on an at- will basis and do not have non-compete agreements. Consequently, we have had employees leave us to work for competitors, and we may continue to experience this.
  There are significant risks related to our internal and contract manufacturing operations in Asia and Europe.
  As part of our manufacturing strategy, we utilize contract manufacturers to make finished goods and supply printed circuit boards in China, Europe, India, Singapore and Thailand. We also maintain our own manufacturing operations in China, the United States and Thailand. There are particular risks of doing business in each jurisdiction and to doing business in foreign jurisdictions generally.
  For example, the Chinese legal system lacks transparency, which gives the Chinese central and local government authorities a higher degree of control over our business in China than is customary in the United States, which makes the process of obtaining necessary regulatory approval in China inherently unpredictable. In addition, the protection accorded our proprietary technology and know-how under the Chinese and Thai legal systems is not as strong as in the United States and, as a result, we may lose valuable trade secrets and competitive advantage. Also, manufacturing our products and utilizing contract manufacturers, as well as other suppliers throughout the Asia region, exposes our business to the risk that our proprietary technology and ownership rights may not be protected or enforced to the extent that they may be in the United States. Although the Chinese government has been pursuing economic reform and a policy of welcoming foreign investments during the past two decades, it is possible that the Chinese government will change its current policies in the future, making continued business operations in China difficult or unprofitable.
  As another example, in September 2006, Thailand experienced a military coup which overturned the existing government. In late 2008, anti-government protests and civilian occupations culminated with a court-ordered ouster of Thailand’s prime minister. In 2009 and 2010, continuing turmoil impacted the government of Thailand. To date, this has not had a significant impact on our operations in Thailand. If there are future coups or some other type of political unrest, such activity may impact the ability to manufacture products in this region and may prevent shipments from entering or leaving the country. Any such disruptions could have a material negative impact on our business, financial condition and results of operations.
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 Furthermore, we require air or ocean transport to deliver products built in our various manufacturing locations to our customers. High energy costs have increased our transportation costs which have had a negative impact on our production costs. Transportation costs would also escalate if there were a shortage of air or ocean cargo space and any significant increase in transportation costs would cause an increase in our expenses and negatively impact our business, financial condition and results of operations. In addition, if we are unable to obtain cargo space or secure delivery of components or products due to labor strikes, lockouts, work slowdowns or work stoppages by longshoremen, dock workers, airline pilots or other transportation industry workers, our delivery of products could be delayed.
  The initial sales cycle associated with our products is typically lengthy, often lasting from nine to eighteen months, which could cause delays in forecasted sales and cause us to incur substantial expenses before we record any associated revenues.
  Our customers normally conduct significant technical evaluations, trials and qualifications of our products before making purchase commitments. This qualification process involves a significant investment of time and resources from both our customers and us in order to ensure that our product designs are fully qualified to perform as required. The qualification and evaluation process, as well as customer field trials, may take longer than initially forecasted, thereby delaying the shipment of sales forecasted for a specific customer for a particular quarter and causing our operating results for the quarter to be less than originally forecasted. Such a sales shortfall would reduce our profitability and negatively impact our business, financial condition and results of operations.
  We conduct a significant portion of our business internationally, which exposes us to increased business risks.
  For the first quarter of 2011 and for fiscal years 2010, 2009 and 2008, international revenues (excluding North American sales) accounted for approximately 62%, 63%, 73% and 70% of our net sales, respectively. There are many risks that currently impact, and will continue to impact, our international business and multinational operations, including the following:
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compliance with multiple and potentially conflicting regulations in Europe, Asia and North and South America, including export requirements, tariffs, import duties and other trade barriers, as well as health and safety requirements;
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potential labor strikes, lockouts, work slowdowns and work stoppages at U.S. and international ports;
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differences in intellectual property protections throughout the world;
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difficulties in staffing and managing foreign operations in Europe, Asia and South America, including relations with unionized labor pools in Europe and in Asia;
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longer accounts receivable collection cycles in Europe, Asia and South America;
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currency fluctuations and resulting losses on currency translations;
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terrorist attacks on American companies;
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economic instability, including inflation and interest rate fluctuations, such as those previously seen in South Korea and Brazil;
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competition for foreign-based suppliers and from foreign-based competitors throughout the world;
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overlapping or differing tax structures;
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the complexity of global tax and transfer pricing rules and regulations and our potential inability to benefit/offset losses in one tax jurisdiction with income from another;
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cultural and language differences between the United States and the rest of the world; and
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political or civil turmoil, such as that occurring in Thailand.
  Any failure on our part to manage these risks effectively would seriously reduce our competitiveness in the wireless infrastructure marketplace.
  Protection of our intellectual property is limited.
  We rely upon trade secrets and patents to protect our intellectual property. We execute confidentiality and non-disclosure agreements with certain employees and our suppliers, as well as limit access to and distribution of our proprietary information. We have an ongoing program to identify and file applications for U.S. and other international patents.
  The departure of any of our management and technical personnel, the breach of their confidentiality and non-disclosure obligations to us, or the failure to achieve our intellectual property objectives could have a material adverse effect on our business, financial condition and results of operations. We do not have non-compete agreements with our employees who are generally employed on an at-will basis. Therefore, we have had employees leave us and go to work for competitors and we may continue to experience this. If we are not successful in prohibiting the unauthorized use of our proprietary technology or the use of our processes by a competitor, our competitive advantage may be significantly reduced which would result in reduced revenues.
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 We are at risk of third-party claims of infringement that could harm our competitive position.
  We have received third-party claims of infringement in the past and have been able to resolve such claims without having a material impact on our business. As the number of patents, copyrights and other intellectual property rights in our industry increases, and as the coverage of these rights and the functionality of the products in the market further overlap, we believe that we may face additional infringement claims. These claims, whether valid or not, could result in substantial cost and diversion of our resources. A third-party claiming infringement may also obtain an injunction or other equitable relief, which could effectively block the distribution or sale of allegedly infringing products, which would adversely affect our customer relationships and negatively impact our revenues.
  The communications industry is heavily regulated. We must obtain regulatory approvals to manufacture and sell our products, and our customers must obtain approvals to operate our products. Any failure or delay by us or any of our customers to obtain these approvals could negatively impact our ability to sell our products.
  Various governmental agencies have adopted regulations that impose stringent radio frequency emissions standards on the communications industry. Future regulations may require that we alter the manner in which radio signals are transmitted or otherwise alter the equipment transmitting such signals. The enactment by governments of new laws or regulations or a change in the interpretation of existing regulations could negatively impact the market for our products.
  The increasing demand for wireless communications has exerted pressure on regulatory bodies worldwide to adopt new standards for such products, generally following extensive investigation and deliberation over competing technologies. The delays inherent in this type of governmental approval process have caused, and may continue to cause, the cancellation, postponement or rescheduling of the installation of communications systems by our customers. These types of unanticipated delays may result in delayed or canceled customer orders.
  We are subject to numerous governmental regulations concerning the manufacturing and use of our products.  We must stay in compliance with all such regulations and any future regulations.  Any failure to comply with such regulations, and the unanticipated costs of complying with future regulations, may adversely affect our business, financial condition and results of operations.
  We manufacture and sell products which contain electronic components, and as such components may contain materials that are subject to government regulation in both the locations that we manufacture and assemble our products, as well as the locations where we sell our products.  An example of a regulated material is the use of lead in electronic components.  We maintain compliance with all current government regulations concerning the materials utilized in our products, for all the locations in which we operate.  Since we operate on a global basis, this is a complex process which requires continual monitoring of regulations and an ongoing compliance process to ensure that we and our suppliers are in compliance with all existing regulations.  There are areas where future regulations may be enacted which could increase our cost of the components that we utilize.  While we do not currently know of any proposed regulation regarding components in our products, which would have a material impact on our business, if there is an unanticipated new regulation which significantly impacts our use of various components or requires more expensive components, that would have a material adverse impact on our business, financial condition and results of operations.
  Our manufacturing process is also subject to numerous governmental regulations, which cover both the use of various materials as well as environmental concerns.  We maintain compliance with all current government regulations concerning our production processes, for all locations in which we operate.  Since we operate on a global basis, this is also a complex process which requires continual monitoring of regulations and an ongoing compliance process to ensure that we and our suppliers are in compliance with all existing regulations.  There are areas where future regulations may be enacted which could increase our manufacturing costs.  One area which has a large number of potential changes in regulations is the environmental area.  Environmental areas such as pollution and climate change have had significant legislative and regulatory efforts on a global basis, and there are expected to be additional changes to the regulations in these areas.  These changes could directly increase the cost of energy which may have an impact on the way we manufacture products or utilize energy to produce our products.  In addition, any new regulations or laws in the environmental area might increase the cost of raw materials we use in our products. While future changes in regulations appears likely, we are currently unable to predict how any such changes will impact us and if such impacts will be material to our business.  If there is a new law or regulation that significantly increases our costs of manufacturing or causes us to significantly alter the way that we manufacture our products, this would have a material adverse affect on our business, financial condition and results of operations.
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 The wireless communications infrastructure equipment industry is extremely competitive and is characterized by rapid technological change, frequent new product development, rapid product obsolescence, evolving industry standards and significant price erosion over the life of a product. If we are unable to compete effectively, our business, financial condition and results of operations would be adversely affected.
  Our products compete on the basis of the following characteristics:
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performance;
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functionality;
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reliability;
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pricing;
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quality;
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designs that can be efficiently manufactured in large volumes;
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time-to-market delivery capabilities; and
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compliance with industry standards.
  If we fail to address the above factors in the design and manufacturing of our products, there could be a material adverse effect on our business, financial condition and results of operations.
  Our current competitors include Comba Telecom Systems Holdings Ltd, CommScope, Inc., Fujitsu Limited, Hitachi Kokusai Electric Inc., Japan Radio Co., Ltd., Kathrein-Werke KG,  Radio Frequency Systems, and Tyco Electronics in addition to a number of privately held companies throughout the world, subsidiaries of certain multinational corporations and the internal manufacturing operations and design groups of the leading wireless infrastructure manufacturers such as Alcatel-Lucent, Ericsson, Huawei, Motorola, Nokia Siemens and Samsung. Some competitors have adopted aggressive pricing strategies in an attempt to gain market share, which in turn, has caused us to lower our prices in order to remain competitive. Such pricing actions have had an adverse effect on our business, financial condition and results of operations. In addition, some competitors have significantly greater financial, technical, manufacturing, sales, marketing and other resources than we do and have achieved greater name recognition for their products and technologies than we have. If we are unable to successfully increase our market penetration or our overall share of the wireless communications infrastructure equipment market, our revenues will decline, which would negatively impact our business, financial condition and results of operations.
  Our failure to enhance our existing products or to develop and introduce new products that meet changing customer requirements and evolving technological standards could have a negative impact on our ability to sell our products.
  To succeed, we must improve current products and develop and introduce new products that are competitive in terms of the various factors outlined in the risk factor above. These products must adequately address the requirements of wireless infrastructure manufacturing customers and end-users. To develop new products, we invest in the research and development of wireless communications network products and coverage solutions. We target our research and development efforts on major wireless network deployments worldwide, which cover a broad range of frequency and transmission protocols. In addition, we are currently working on products for next generation networks, as well as development projects for products requested by our customers and improvements to our existing products. The deployment of a wireless network may be delayed which could result in the failure of a particular research or development effort to generate a revenue producing product. Additionally, the new products we develop may not achieve market acceptance or may not be able to be manufactured cost effectively in sufficient volumes. Our research and development efforts are generally funded internally and our customers do not normally pay for our research and development efforts. These costs are expensed as incurred. Therefore, if our efforts are not successful at creating or improving products that are purchased by our customers, there will be a negative impact on our business, financial condition and results of operations due to high research and development expenses.
  Our business depends on effective information management systems.
  We rely on our enterprise resource planning (ERP) systems to support critical business operations such as invoicing and processing sales orders, inventory control, purchasing and supply chain management, human resources and financial reporting. We periodically implement upgrades to the ERP systems or migrate one or more of our affiliates, facilities or operations from one system to another. If we are unable to adequately maintain these systems to support our developing business requirements or effectively manage any upgrade or migration, we could encounter difficulties that could have a material adverse impact on our business, financial condition and results of operations.
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 We may experience significant variability in our quarterly and annual effective tax rate.
  Variability in the mix and profitability of domestic and international activities, repatriation of earnings from foreign affiliates, identification and resolution of various tax uncertainties and the inability to realize net operating losses and other carry-forwards included in deferred tax assets, among other matters, may significantly impact our effective income tax rate in the future. A significant increase in our effective income tax rate could have a material adverse impact on our business, financial condition and results of operations.
  Our business is subject to the risks of earthquakes and other natural catastrophic events, and to interruptions by man-made problems such as computer viruses or terrorism.
  Our corporate headquarters and a large portion of our U.S.-based research and development operations are located in the State of California in regions known for seismic activity. In addition, we have production facilities and have outsourced some of our production to contract manufacturers in Asia, another region known for seismic activity. A significant natural disaster, such as an earthquake, in either of these regions could have a material adverse effect on our business, financial condition and results of operations. In addition, despite our implementation of network security measures, our servers are vulnerable to computer viruses, break-ins, and similar disruptions from unauthorized tampering with our computer systems. Any such event could have a material adverse effect on our business, financial condition and results of operations.
  The price of our Common Stock has been, and may continue to be, volatile and our shareholders may not be able to resell shares of our Common Stock at or above the price paid for such shares.
  The price for shares of our Common Stock has exhibited high levels of volatility with significant volume and price fluctuations, which makes our Common Stock unsuitable for many investors. For example, for the four years ended January 2, 2011, the closing price of our Common Stock ranged from a high of $7.45 to a low of $0.23 per share. At times, the fluctuations in the price of our Common Stock may have been unrelated to our operating performance. These broad fluctuations may negatively impact the market price of shares of our Common Stock. The price of our Common Stock may also have been influenced by:
  •
fluctuations in our results of operations or the operations of our competitors or customers;
  •
the aggregate amount of our outstanding debt and perceptions about our ability to make debt service payments;
  •
failure of our results of operations and sales revenues to meet the expectations of stock market analysts and investors;
  •
reductions in wireless infrastructure demand or expectations regarding future wireless infrastructure demand by our customers;
  •
delays or postponement of wireless infrastructure deployments, including new 3G deployments;
  •
changes in stock market analyst recommendations regarding us, our competitors or our customers;
  •
the timing and announcements of technological innovations, new products or financial results by us or our competitors;
  •
lawsuits attempting to allege misconduct by the Company and its officers;
  •
increases in the number of shares of our Common Stock outstanding, including upon the conversion of outstanding debt securities; and
  •
changes in the wireless industry.
  In addition, the potential conversion of our outstanding convertible debt instruments would add approximately 22.4 million shares of Common Stock to our outstanding shares. Such an increase may lead to sales of shares or the perception that sales may occur, either of which may adversely affect the market for, and the market price of, our Common Stock. Any potential future sale or issuance of shares of our Common Stock or instruments convertible or exchangeable into shares of our Common Stock, or the perception that such sales or transactions could occur, could adversely affect the market price of our Common Stock.
  Based on the foregoing factors, we expect that our stock price will continue to be extremely volatile. Therefore, we cannot guarantee that our investors will be able to resell our Common Stock at or above the price at which they purchased it.
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  Our shareholder rights plan and charter documents could make it more difficult for a third-party to acquire us, even if doing so would be beneficial to our shareholders.
  Our shareholder rights plan and certain provisions of our certificate of incorporation and Delaware law are intended to encourage potential acquirers to negotiate with us and allow our Board of Directors the opportunity to consider alternative proposals in the interest of maximizing shareholder value. However, such provisions may also discourage acquisition proposals or delay or prevent a change in control, which in turn, could harm our stock price and our shareholders.
  While our shareholder rights plan will terminate upon its own terms in June 2011, we are not currently in a position to determine whether a new rights plan will be adopted (and if so, on what terms) or whether other defensive measures will be adopted by our Board of Directors. Any such rights plan or defensive measures may be adopted without seeking the approval of shareholders.
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  ITEM 2.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
  Issuer Purchases of Equity Securities
  The following table details the repurchases that were made during the first quarter of 2011:
  
 Period

Total

Number

of Shares

Purchased


Average

Price

per

Share


Total Number of

Shares Purchased

as Part of Publicly

Announced Plan


Approximate Dollar

Value of Shares

That May Yet Be

Purchased Under

the Plan(In thousands)


(In thousands)January 4 – February 6


—



—



—



—February 7 – March 6


4,076
(1)

$
3.65



—



—March 7 – April 3


—



—



—



—
 
 
 
 (1)
During February 2011, 4,076 shares of Common Stock were surrendered to us to cover tax withholding obligations with respect to the vesting of 9,688 shares under restricted stock grants.
 
  
 
 
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  ITEM 6.
EXHIBITS
  The following exhibits are filed as part of this report:
 
 Exhibit

Number
Description3.1
Amended and Restated Bylaws of the Company as amended through March 18, 2011.31.1
Certification of the Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934.31.2
Certification of the Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934.32.1
Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350.*32.2
Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350.*
 
 *
In accordance with Item 601(b)(32)(ii) of Regulation S-K, this exhibit shall not be deemed “filed” for the purposes of Section 18 of the Securities and Exchange Act of 1934 or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934.
 
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  SIGNATURES
  Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 POWERWAVE TECHNOLOGIES, INC.Date:
May 9, 2011

By:
/s/    KEVIN T. MICHAELSKevin T. MichaelsChief Financial Officer
 
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