1118941--3/11/2008--ENDWAVE

related topics

{customer, product, revenue}

{stock, price, operating}

{capital, credit, financial}

{property, intellectual, protect}

{condition, economic, financial}

{cost, regulation, environmental}

{product, market, service}

{loan, real, estate}

{cost, contract, operation}

{personnel, key, retain}

{acquisition, growth, future}

{gas, price, oil}

{competitive, industry, competition}

We depend on the telecommunications industry for most of our revenues. If this industry suffers another downturn or fails to grow as anticipated, our revenues could decrease and our profitability could suffer. In addition, consolidation in this industry could result in delays or cancellations of orders for our products, adversely impacting our results of operations. Implementing our acquisition strategy could result in dilution to our stockholders and operating difficulties leading to a decline in revenues and operating profit. Our future success depends in part on our ability to further penetrate into new markets, such as defense electronics and homeland security, and we may be unable to do so. Our operating results may be adversely affected by substantial quarterly and annual fluctuations and market downturns. Because of the shortages of some components and our dependence on single source suppliers and custom components, we may be unable to obtain an adequate supply of components of sufficient quality in a timely fashion, or we may be required to pay higher prices or to purchase components of lesser quality. Our cash requirements will be impacted by our need to increase inventories. We are exposed to fluctuations in the market values of our investment portfolio. We rely heavily on a Thailand facility of HANA Microelectronics Co., Ltd., a contract manufacturer, to produce our RF modules. If HANA is unable to produce these modules in sufficient quantities or with adequate quality, or it chooses to terminate our manufacturing arrangement, we will be forced to find an alternative manufacturer and may not be able to fulfill our production commitments to our customers, which could cause sales to be delayed or lost and could harm our reputation. We rely on the semiconductor foundry operations of Northrop Grumman Space Technology, Inc. (formerly known as Velocium) and other third-party semiconductor foundries to manufacture the semiconductors contained in our products. The loss of our relationship with any of these foundries, particularly Northrop Grumman Space Technology, Inc., without adequate notice would adversely impact our ability to fill customer orders and could damage our customer relationships. Our products may contain component, manufacturing or design defects or may not meet our customers performance criteria, which could cause us to incur significant repair expenses, harm our customer relationships and industry reputation, and reduce our revenues and profitability. We depend on our key personnel. Skilled personnel in our industry can be in short supply. If we are unable to retain our current personnel or hire additional qualified personnel, our ability to develop and successfully market our products would be harmed. Competitive conditions often require us to reduce prices and, as a result, we need to reduce our costs in order to be profitable. The length of our sales cycle requires us to invest substantial financial and technical resources in a potential sale before we know whether the sale will occur. There is no guarantee that the sale will ever occur and if we are unsuccessful in designing a high-frequency RF module for a particular generation of a customer s products, we may need to wait until the next generation of that product to sell our products to that particular customer. We may not be able to design our products as quickly as our customers require, which could cause us to lose sales and may harm our reputation. We may not be able to manufacture and deliver our products as quickly as our customers require, which could cause us to lose sales and would harm our reputation. Though we do have long-term commitments from many of our customers, they are not for fixed quantities of product. As a result, we must estimate customer demand, and errors in our estimates could have negative effects on our cash, inventory levels, revenues and results of operations. Any failure to protect our intellectual property appropriately could reduce or eliminate any competitive advantage we have. Risks Relating to Our Industry Our revenues in the defense electronics and homeland security markets largely depend upon the funding and implementation decisions of Congress and government agencies. These decisions could change abruptly and without notice, unexpectedly reducing our revenues from these markets. Our failure to compete effectively could reduce our revenues and margins. Our failure to comply with any applicable environmental regulations could result in a range of consequences, including fines, suspension of production, excess inventory, sales limitations and criminal and civil liabilities. Government regulation of the communications industry could limit the growth of the markets that we serve or could require costly alterations of our current or future products. Risks Relating to Ownership of Our Stock The market price of our common stock has fluctuated historically and is likely to fluctuate in the future. We have a few shareholders that each own a large percentage of our outstanding capital stock and, as a result of their significant ownership, are able to significantly affect the outcome of matters requiring stockholder approval.

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1118941--3/11/2008--ENDWAVE_CORP