POWERWAVE TECHNOLOGIES REPORTS SECOND QUARTER RESULTS

SANTA ANA, Calif., July 28, 2005 – Powerwave Technologies, Inc. (NASDAQ:PWAV) today reported net sales of $186.3 million for its second quarter ended July 3, 2005, compared to second quarter fiscal 2004 revenues of $116.0 million. Powerwave also reported second quarter net income of $13.0 million, which includes a total of $3.7 million of acquisition related intangible asset amortization. The net income equates to diluted earnings per share of 11 cents for the second quarter, and a basic earnings per share of 13 cents for the same period. This compares to a net loss of $30.2 million, or a basic and diluted loss per share of 33 cents for the prior year period. Powerwave completed the acquisition of LGP Allgon Holding AB during the second quarter of 2004 and, therefore, the results reported herein include the results of LGP Allgon Holding AB for the entire second quarter of fiscal year 2005, but only include the months of May and June 2004 in the second quarter of 2004. For the second quarter of fiscal 2005, excluding the acquisition related intangible asset amortization, Powerwave would have reported operating income of $14.8 million, net income after taxes of $16.4 million and diluted earnings per share of 14 cents. For the first six months of fiscal 2005, Powerwave reported total net sales of $348.5 million compared with $179.2 million for the first six months of fiscal 2004. The first six months of 2005 include the results of LGP Allgon for the entire period while the first six months of 2004 only include the results of LGP Allgon for May and June 2004. Powerwave also reported total net income for the first six months of fiscal 2005 of $18.4 million, or diluted earnings per share of 16 cents, compared to a net loss of $33.4 million or a basic and diluted loss per share of 43 cents for the first six months of fiscal 2004. The results for the first six months of 2005 include $8.0 million of acquisition related charges and expenses, and the results for the first six months of 2004 include $29.7 million of acquisition and restructuring related charges and expenses. "For our second quarter, we are proud to report sequential quarterly revenue and income growth and, once again, a record revenue quarter for Powerwave," stated Ronald Buschur, President and Chief Executive Officer of Powerwave Technologies. "As we stated previously, we believe that we are off to a strong start for 2005 and we are very excited about the increased demand we are experiencing within the wireless communications infrastructure industry. While we continue to work to improve the synergies of our global organization, we are poised to build upon our market leading position and product portfolio with the pending acquisition of the selected assets of REMEC’s Wireless business. We believe that the addition of REMEC’s wireless product portfolio to Powerwave’s existing suite of global wireless infrastructure products and services will further enhance our leadership position in both the OEM and direct to operator markets." For the second quarter of 2005, total Americas revenues were $58.9 million or approximately 32% of revenues, as compared to $41.7 million or approximately 36% of revenues for the second quarter of 2004. Total sales to customers based in Asia accounted for approximately 10% of revenues or $19.0 million for the second quarter of 2005, compared to 11% of revenues or $13.1 million for the second quarter of 2004. Total Europe, Africa and Middle East revenues for the second quarter of 2005 were $108.4 million or approximately 58% of revenues, as compared to $61.1 million or approximately 53% of revenues for the second quarter of 2004. For the second quarter of 2005, sales of antenna systems totaled $49.5 million or 27% of total revenues, base station systems sales totaled $104.5 million or 56% of revenues, coverage systems sales totaled $20.5 million or 11% of revenues, and contract manufacturing accounted for $11.8 million or 6% of total revenues for the second quarter. For the second quarter of 2005, Powerwave’s largest customers included Ericsson, which accounted for approximately 18% of revenues and Cingular Wireless, Nokia, and Nortel Networks, each of which individually accounted for over 10% of revenues. In terms of customer profile for the second quarter of 2005, our total OEM sales accounted for approximately 48% of total revenues, total direct and operator sales accounted for approximately 46% of revenues, and contract manufacturing accounted for 6% of revenues for the quarter. Balance Sheet At July 3, 2005, Powerwave had total cash and cash equivalents of $284.0 million, which includes restricted cash of $6.5 million. Total net inventories were $60.0 million and net accounts receivable were $171.2 million. Non-GAAP Financial Information This press release includes certain non-GAAP financial information as defined by the U.S. Securities and Exchange Commission Regulation G. Pursuant to the requirements of this regulation, a reconciliation of this non-GAAP financial information to our financial statements as prepared under generally accepted accounting principles in the United States (GAAP) is included in this press release. Powerwave’s management believes that the presentation of this non-GAAP financial information is useful to our investors and the investment community since it excludes certain non-cash charges and expenses arising from the acquisitions of LGP Allgon and Kaval Wireless, including restructuring charges and the amortization of certain intangible assets resulting from the purchase accounting valuation of both LGP Allgon and Kaval Wireless. Management of Powerwave believes that these items should be excluded when comparing our current operating results with those of prior periods as the restructuring charge will not impact future operating results, and the amortization of intangible assets is a non-cash expense. Attached to this news release are preliminary unaudited consolidated financial statements for the second quarter ended July 3, 2005. Conference Call Powerwave is providing a simultaneous Webcast and live dial-in number of its second quarter fiscal 2005 financial results conference call on Thursday, July 28, 2005, at 2:00 PM Pacific time. To access this audio Webcast, select the Investor Relations page at www.powerwave.com and select the Powerwave Technologies second quarter conference call. The call will last for approximately 1 hour. To listen to the live call, please call (617) 213-8859 and enter reservation number 39043141. A replay of the Webcast will be available beginning approximately 2 hours after completion of the initial Webcast. Additionally, an audio playback of the conference call will be available at approximately 4:00 PM Pacific time on July 28, 2005 through August 11, 2005 by calling (617) 801-6888 and entering reservation number 34562321. Forward-Looking Statements The foregoing statements regarding experiencing increasing demand in the wireless communications infrastructure industry and the ability to further enhance our leadership position in both the OEM and direct to operator markets due to the potential acquisition of REMEC’s Wireless business are both "forward looking statements." These statements are subject to numerous risks and uncertainties which could cause our actual results to differ materially from those projected or implied. Such potential risks and uncertainties include, but are not limited to, in no particular order: delays or cancellations of wireless network capacity expansions and buildouts for both existing 2G and 2.5G networks and new 3G networks; we require continued success in the design of new wireless infrastructure products and such products must be manufacturable and of good quality and reliability; delays or failure to close the proposed REMEC Wireless acquisition; the inability to realize anticipated costs savings and synergies from the proposed acquisition of REMEC Wireless; difficulties integrating the REMEC Wireless business; our dependence on single source suppliers for certain key components used in our products exposes us to potential material shortages; our business requires continued favorable business conditions and growth in the wireless communications market. Powerwave also notes that its reported financial performance and period to period comparisons are not necessarily indicative of the results that may be expected in the future and Powerwave believes that such comparisons cannot be relied upon as indicators of future performance. Powerwave also notes that the market price of its Common Stock has exhibited high levels of volatility and therefore may not be suitable for all investors. More detailed information on these and additional factors which could affect Powerwave’s operating and financial results are described in the Company’s Form 10-K for the fiscal year ended January 2, 2005, the Form 10-Q for the quarterly period ended April 3, 2005, both of which are filed with the Securities and Exchange Commission, and other risks detailed from time to time in the Company’s reports filed with the Securities and Exchange Commission. Powerwave urges all interested parties to read these reports to gain a better understanding of the many business and other risks that the Company faces. Additionally, Powerwave undertakes no obligation to publicly release the results of any revisions to these forward-looking statements which may be made to reflect events or circumstances occurring after the date hereof or to reflect the occurrence of unanticipated events. POWERWAVE TECHNOLOGIES, INC. CONSOLIDATED STATEMENTS OF OPERATIONS , (in thousands, except per share amounts) Three Months Ended Six Months Ended (unaudited) (unaudited) July 3, July 4, July 3, July 4, 2005 2004 2005 2004 Net sales $186,334 $115,981 $348,513 $179,205 Cost of sales: Cost of goods 136,857 92,121 255,893 144,524 Intangible asset amortization 1,820 1,078 3,741 1,125 Restructuring and impairment charges - 506 - 506 Total cost of sales 138,677 93,705 259,634 146,155 Gross profit 47,657 22,276 88,879 33,050 Operating expenses: Sales and marketing 9,150 6,386 18,644 9,854 Research and development 15,425 13,053 30,054 22,334 General and administrative 10,079 5,807 18,694 9,490 Intangible asset amortization 1,875 1,769 3,861 1,769 In-process research and development - 23,450 350 23,450 Restructuring and impairment charges - 2,001 - 2,001 Total operating expenses 36,529 52,466 71,603 68,898 Operating income (loss) 11,128 (30,190) 17,276 (35,848) Other income (expense) 2,919 (15) 3,152 336 Income (loss) before income taxes 14,047 (30,205) 20,428 (35,512) Provision (benefit) for income taxes 1,033 (43) 2,043 (2,086) Net income (loss) $13,014 $(30,162) $18,385 $(33,426) Earnings (loss) per share - basic: $.13 ($.33) $.18 ($.43) - diluted: $.11 ($.33) $.16 ($.43) Weighted average common shares used in computing per share amounts - basic: 99,734 91,664 99,654 77,528 - diluted: 131,908 91,664 131,590 77,528 1 Diluted earnings per share include the add back of interest expense costs associated with the assumed conversion of the Company's outstanding convertible subordinated notes, which on a pre-tax basis equals approximately $1.8 million for the second quarter 2005 and approximately $3.5 million for the first six months of 2005. The second quarter 2004 and first six months of 2004 loss per share does not include an add back as that would be anti-dilutive. POWERWAVE TECHNOLOGIES, INC. PERCENTAGE OF NET SALES Three Months Ended Six Months Ended (unaudited) (unaudited) July 3, July 4, July 3, July 4, 2005 2004 2005 2004 Statement of Operations Data: Net sales 100.0% 100.0% 100.0% 100.0% Cost of sales: Cost of goods 73.4 79.4 73.4 80.7 Intangible asset amortization 1.0 0.9 1.1 0.6 Restructuring and impairment charges - 0.5 - 0.3 Total cost of sales 74.4 80.8 74.5 81.6 Gross profit 25.6 19.2 25.5 18.4 Operating expenses: Sales and marketing 4.9 5.5 5.3 5.5 Research and development 8.3 11.3 8.6 12.5 General and administrative 5.4 5.0 5.4 5.3 Intangible asset amortization 1.0 1.5 1.1 1.0 In-process research and development - 20.2 0.1 13.1 Restructuring and impairment charges - 1.7 - 1.1 Total operating expenses 19.6 45.2 20.5 38.5 Operating income (loss) 6.0 (26.0) 5.0 (20.1) Other income 1.6 - 0.9 0.2 Income (loss) before income taxes 7.6 (26.0) 5.9 (19.9) Provision (benefit) for income taxes 0.6 - 0.6 (1.2) Net income (loss) 7.0% (26.0%) 5.3% (18.7%) POWERWAVE TECHNOLOGIES, INC. CONSOLIDATED STATEMENTS OF OPERATIONS RECONCILIATION OF PRO FORMA RESULTS (in thousands, except per share amounts) Three Months Ended Six Months Ended (unaudited) (unaudited) Pro Forma Pro Forma July 3, Adjust- July 3, July 3, Adjust- July 3, 2005 ments 2005 2005 ments 2005 Net sales $186,334 $186,334 $348,513 $348,513 Cost of sales: Cost of goods 136,857 136,857 255,893 255,893 Intangible asset amortization 1,820 (1,820)1 - 3,741 (3,741)1 - Total cost of sales 138,677 (1,820)1 136,857 259,634 (3,741)1 255,893 Gross profit 47,657 1,820 49,477 88,879 3,741 92,620 Operating expenses: Sales and marketing 9,150 9,150 18,644 18,644 Research and development 15,425 15,425 30,054 30,054 General and administrative 10,079 10,079 18,694 18,694 Intangible asset amortization 1,875 (1,875)2 - 3,861 (3,861)2 - In-process R&D - - 3 - 350 (350)3 - Total operating expenses 36,529 (1,875) 34,654 71,603 (4,211) 67,392 Operating income 11,128 3,695 14,823 17,276 7,952 25,228 Other income 2,919 2,919 3,152 3,152 Income before income taxes 14,047 3,695 17,742 20,428 7,952 28,380 Provision for income taxes 1,033 2,724 1,305 2,043 7,954 2,838 Net income $13,014 3,423 $16,437 $18,385 7,157 $25,542 Earnings per share - basic: $.13 $.16 $.18 $.26 - diluted:5 $.11 $.14 $.16 $.22 Weighted average common shares used in computing per share amounts - basic: 99,734 99,734 99,654 99,654 - diluted: 131,908 131,908 131,590 131,590 1 This represents costs related to the amortization of acquired technology. 2 This represents costs related to the amortization of other identified intangible assets. 3 This represents the charge for acquired in-process research and developemnt associated with the acquisition of Kaval Wireless. 4 This represents the change in the provision for income taxes related to the preceding pro forma adjustments to arrive at an assumed effective tax rate of 10. 5 Diluted earnings per share include the add back of interest expense costs associated with the assumed conversion of the Company's outstanding convertible subordinated notes, which on a pre-tax basis equals approximately $1.8 million for the second quarter 2005 and approximately $3.5 million for the first six months of 2005. POWERWAVE TECHNOLOGIES, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands) July 3, 2005 January 2, 2005 ASSETS: (unaudited)1 (audited)2 Cash and cash equivalents $277,521 $147,451 Short-term investments - 135,200 Restricted cash 6,487 6,815 Accounts receivable, net 171,226 133,060 Inventories, net 59,970 65,819 Property, plant & equipment, net 133,737 146,430 Other assets 330,537 385,996 Total Assets $979,478 $1,020,771 LIABILITIES AND SHAREHOLDERS' EQUITY: Accounts payable $100,330 $79,534 Long-term debt 330,000 330,000 Accrued expenses and other liabilities 81,445 95,625 Total shareholders' equity 467,703 515,612 Total liabilities and shareholders' equity $979,478 $1,020,771 1 July 3, 2005 balances are preliminary and subject to reclassification adjustments. 2 January 2, 2005 balances were derived from audited financial statements. ###