SAWTEK INC \FL\
10-Q, 1998-01-20
RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              --------------------
                                    FORM 10-Q
                              --------------------
(Mark One)
  X          Quarterly report pursuant to Section 13 or 15(d) of the Securities
- --------     Exchange Act of 1934

For the quarterly period ended December 31, 1997

                                       OR

- --------     Transition report pursuant to Section 13 or 15(d) of the Securities
             Exchange Act of 1934

Commission File Number:  000-28276

                                   SAWTEK INC.
             (Exact name of registrant as specified in its charter)

                  Florida                                 59-1864440
         (State or other jurisdiction of              (I.R.S. Employer
         incorporation or organization)              Identification No.)

                             1818 South Highway 441
                              Apopka, Florida 32703
                    (Address of principal executive offices)

                         Telephone Number (407) 886-8860
              (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     X                        No 
                      --------                        --------   

         As  of  January  15,  1998,   there  were  20,975,704   shares  of  the
Registrant's Common Stock outstanding, par value $.0005.




<PAGE>


                                   Sawtek Inc.
                                TABLE OF CONTENTS

Part I.  Financial Information                                       Page Number

         Item 1.  Financial Statements (unaudited)

                  Consolidated Balance Sheets as of December 31, 1997
                  and September 30, 1997 ..............................  3

                  Consolidated Statements of Income for the three months
                  months ended December 31, 1997 and 1996..............  4

                  Consolidated Statements of Cash Flows for the three 
                  months ended December 31, 1997 and 1996..............  5

                  Notes to Consolidated Financial Statements...........  6

         Item 2.  Management's Discussion and Analysis of
                  Financial Condition and Results of Operations .......  9


Part II.          Other Information

         Item 1.  Legal Proceedings ................................... 14

         Item 2.  Changes in Securities ............................... 14

         Item 3.  Defaults Upon Senior Securities ..................... 14

         Item 4.  Submission of Matters to a Vote of Security Holders . 14

         Item 5.  Other Information ................................... 14

         Item 6.  Exhibits and Reports on Form 8-K .................... 14

Signatures............................................................. 15

Exhibit Index ......................................................... 16




<PAGE>


PART I - FINANCIAL INFORMATION
Item 1.  Financial Statements (unaudited)
<TABLE>

                                   SAWTEK INC.
                           CONSOLIDATED BALANCE SHEETS
<CAPTION>
                                                                              December 31,     September 30,
                                                                                  1997              1997
                                                                              (unaudited)
                                                                              ------------     ------------- 
                                                                     (dollars in thousands, except per share data)
<S>                                                                             <C>              <C>
Assets
Current assets:
  Cash , cash equivalents and short-term investments                            $ 63,321         $ 58,064
  Accounts receivable net of allowance for doubtful accounts 
   and returns of $1,152 at December 31, 1997 and $684 at 
   September 30, 1997                                                              9,959           11,895
  Inventories                                                                     10,642            6,877
  Deferred income taxes                                                            1,188            1,234
  Other current assets                                                               780              579
                                                                                --------         --------
       Total current assets                                                       85,890           78,649
Other assets                                                                         101              122
Property, plant and equipment, net                                                43,018           40,801
                                                                                --------         --------
            Total assets                                                        $129,009         $119,572
                                                                                ========         ========

Liabilities and shareholders' equity
Current liabilities:
  Accounts payable                                                              $  3,974         $  2,667
  Accrued wages and benefits                                                       1,593            3,290
  Other accrued liabilities                                                        2,730            2,588
  Current maturities of long-term debt                                             1,053            1,249
  Income taxes payable                                                               782               68
                                                                                --------         --------
       Total current liabilities                                                  10,132            9,862

Long-term debt, less current maturities                                            2,521            2,638
Deferred income taxes                                                              9,957            8,612

Shareholders' equity:
  Common stock; $.0005 par value; 120,000,000 authorized shares; issued and
   outstanding shares 20,939,194 at December 31, 1997 and  20,761,805 at
   September 30, 1997                                                                 11               10
  Capital surplus                                                                 70,378           68,880
  Unearned ESOP compensation                                                      (1,171)          (1,171)
  Retained earnings                                                               37,181           30,741
                                                                                --------         --------
       Total shareholders' equity                                                106,399           98,460
                                                                                --------         --------
            Total liabilities and shareholders' equity                          $129,009         $119,572
                                                                                ========         ========

                           See accompanying notes to consolidated financial statements.

</TABLE>

                                                         3


<PAGE>

<TABLE>
                                   SAWTEK INC.
                  CONSOLIDATED STATEMENTS OF INCOME - unaudited
<CAPTION>
                                                                                  Three Months Ended 
                                                                                      December 31, 
                                                                               -------------------------
                                                                               1997                 1996
                                                                               ----                 ----  
                                                                        (in thousands, except per share data)
<S>                                                                          <C>                   <C>    
Net sales                                                                    $24,157               $18,502
Cost of sales                                                                 10,901                 8,678
                                                                             -------               -------
Gross profit                                                                  13,256                 9,824

Operating expenses:
  Selling expenses                                                             1,702                 1,246
  General & administrative expenses                                            1,252                 1,134
  ESOP compensation expense                                                       53                   196
  Research & development expenses                                                868                   681
                                                                             -------               -------
       Total operating expenses                                                3,875                 3,257
                                                                             -------               -------
  Operating income                                                             9,381                 6,567

Interest expense                                                                  57                    41
Other income                                                                    (898)                 (355)
                                                                             -------               -------
Income before taxes                                                           10,222                 6,881
Income taxes                                                                   3,782                 2,618
                                                                             -------               -------
Net income                                                                   $ 6,440               $ 4,263
                                                                             =======               =======
Net income per share - basic                                                 $  0.31               $  0.21
                                                                             =======               =======
Net income per share - diluted                                               $  0.30               $  0.20
                                                                             =======               =======
Shares used in computing net income per share - basic                         20,853                20,038
                                                                             =======               =======
Shares used in computing net income per share - diluted                       21,563                20,948
                                                                             =======               =======


                          See accompanying notes to consolidated financial statements.
</TABLE>


                                                         4


<PAGE>
<TABLE>

                                   SAWTEK INC.
                CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
<CAPTION>
                                                                                         Three Months Ended
                                                                                             December 31,
                                                                                      ------------------------
                                                                                      1997                1996
                                                                                      ----                ----   
                                                                                           (in thousands)
<S>                                                                                 <C>                 <C> 
Operating activities:
Net income                                                                          $ 6,440             $ 4,263
Adjustments to reconcile net income to net cash provided by operating activities:
  Depreciation and amortization                                                       1,618                 819
  Deferred income taxes                                                               1,391               1,120
Changes in operating assets and liabilities:
  (Increase) decrease in assets:
    Accounts receivable                                                               1,936                 200
    Inventories                                                                      (3,765)                562
    Other current assets                                                               (201)                 (5)
  Increase (decrease) in liabilities:
    Accounts payable                                                                  1,307               1,350
    Accrued liabilities                                                              (1,555)               (978)
    Income taxes payable                                                              1,942               1,023
                                                                                    -------             ------- 
Net cash provided by operating activities                                             9,113               8,354
Investing activities:
Purchase of property, plant and equipment, net                                       (3,813)             (4,754)
Short-term investments                                                               (3,005)                  0
                                                                                    -------             ------- 
Net cash used in investing activities                                                (6,818)             (4,754)
Financing activities:
Principal payments on long-term debt                                                   (313)               (105)
Net proceeds from sale of common stock                                                  270                 198
                                                                                    -------             -------
Net cash provided by financing activities                                               (43)                 93
                                                                                    -------             -------
Increase in cash and cash equivalents                                                 2,252               3,693
Cash and cash equivalents at beginning of period                                     42,300              27,743
                                                                                    -------             -------
Cash and cash equivalents at end of period                                           44,552              31,436
Short-term investments                                                               18,769                   0
                                                                                    -------             -------  
Cash, cash equivalents and short-term investments                                   $63,321             $31,436
                                                                                    =======             =======
Interest paid                                                                       $    65             $    56
Income taxes paid                                                                   $   450             $   475

                           See accompanying notes to consolidated financial statements.
</TABLE>

                                                         5


<PAGE>



                                   SAWTEK INC.
Notes to Consolidated Financial Statements - December 31, 1997 (unaudited)

1.       Basis of Presentation

The accompanying  unaudited consolidated financial statements have been prepared
in  accordance  with  generally  accepted  accounting   principles  for  interim
financial  information  as  set  forth  in the  requirements  of  Article  10 of
Regulation  S-X.  Accordingly,  they do not contain all of the  information  and
footnotes  required by generally  accepted  accounting  principles  for complete
financial statements.  In the opinion of management,  the accompanying unaudited
consolidated  financial  statements reflect all adjustments  (consisting only of
normal recurring  adjustments)  considered  necessary for a fair presentation of
the Company's  financial  condition as of December 31, 1997,  and the results of
its operations,  and its cash flows for the three months ended December 31, 1997
and 1996.  These  financial  statements  should be read in conjunction  with the
Company's audited financial  statements as of September 30, 1997,  including the
notes  thereto,  and the other  information  set forth  therein  included in the
Company's  most recent annual  report on Form 10-K for the year ended  September
30, 1997 (File No. 000-28276),  which was filed with the Securities and Exchange
Commission  (the "SEC") on November  12,  1997.  The  following  discussion  may
contain  forward  looking  statements  which are subject to the risk factors set
forth in "Risks and Uncertainties" in Item 2 of this Form 10-Q.

The Company  maintains  its records on a fiscal year ending on  September  30 of
each year and all references to a year refer to the year ending on that date.

The Company's first,  second and third quarters end on the Sunday closest to the
last day of the last month of such quarter,  which was January 4, 1998,  for the
first quarter of 1998. However,  for convenience,  the financial  statements are
dated as of December 31, 1997.

Operating  results  for  the  three  months  ended  December  31,  1997  are not
necessarily  indicative  of the  operating  results that may be expected for the
year ending September 30, 1998.

2.       Earnings Per Share

Earnings per share ("EPS") is computed  based on the weighted  average number of
common  shares,  common stock options  (using the treasury stock method) and all
ESOP shares  outstanding in accordance  with the  requirements of FASB Statement
No. 128 "Earnings Per Share."


                                        6


<PAGE>


The following table sets forth the computation of basic and diluted earnings per
share:
<TABLE>
<CAPTION>
                                                                               Three Months Ended
                                                                                  December 31,
                                                                            -------------------------
                                                                            1997                 1996
                                                                            ----                 ---- 
                                                                    (in thousands, except per share data)
<S>                                                                       <C>                   <C>
Numerator:
- ---------
Net income available to common stockholders                               $ 6,440               $ 4,263
                                                                          =======               =======
Denominator:
- -----------
Denominator for basic earnings per share:
     Weighted average shares                                               20,853                20,038
Effect of dilutive securities:
     Employee stock options                                                   710                   910
                                                                          -------               -------
Denominator for diluted earnings per share:
     Adjusted weighted average shares and
      assumed conversions                                                  21,563                20,948
                                                                          =======               =======
Basic earnings per share                                                  $  0.31               $  0.21
                                                                          =======               =======
Diluted earnings per share                                                $  0.30               $  0.20
                                                                          =======               =======
</TABLE>

Options to purchase  6,500  shares at prices  ranging  from $33.25 to $35.00 per
share  were  outstanding  during  the  quarter  but  were  not  included  in the
computation of diluted  earnings per share because the option exercise price was
greater than the average market price of the common shares and,  therefore,  the
effect would be antidilutive.

3.       Inventories

Inventories are composed of the following:
<TABLE>
<CAPTION>
                                                          December 31, 1997             September 30,1997
                                                          -----------------             -----------------    
                                                                           (in thousands)
<S>                                                             <C>                          <C>    
Raw material                                                    $ 5,208                      $ 2,911
Work in process                                                   3,611                        2,246
Finished goods                                                    1,823                        1,720
                                                                -------                      -------
          Total                                                 $10,642                      $ 6,877
                                                                =======                      =======
</TABLE>



                                            7


<PAGE>


4.       Property, Plant and Equipment

Property, plant and equipment is composed of the following:
<TABLE>
<CAPTION>
                                                           December 31, 1997             September 30, 1997
                                                           -----------------             ------------------
                                                                            (in thousands)
<S>                                                              <C>                          <C>    
Land and improvements                                            $   671                      $   671
Buildings                                                         16,537                       14,076
Production and test equipment                                     33,071                       29,490
Computer equipment                                                 3,095                        2,977
Furniture and fixtures                                             1,863                        1,833
Construction in progress                                           3,130                        5,507
                                                                 -------                      -------
                                                                  58,367                       54,554
Less accumulated depreciation                                     15,349                       13,753
                                                                 -------                      -------
          Total                                                  $43,018                      $40,801
                                                                 =======                      =======
</TABLE>

5.       Shareholders' Equity

The  consolidated  changes in  shareholders'  equity for the three  months ended
December 31, 1997 are as follows:
<TABLE>
                                                           (in thousands)
<CAPTION>
                                                                                    Unearned
                                                     Common Stock       Capital       ESOP        Retained
                                                   Shares    Amount     Surplus   Compensation    Earnings
                                                   ------    ------     -------   ------------    --------
<S>                                                <C>        <C>       <C>         <C>            <C>    
Balance at September 30, 1997                      20,762     $ 10      $68,880     $(1,171)       $30,741
 Net income                                                                                          6,440
 Compensatory stock option tax benefit                                    1,228
 Sale of common stock                                 177        1          270
                                                   ------     ----      -------     -------        -------
Balance at December 31, 1997                       20,939     $ 11      $70,378     $(1,171)       $37,181
                                                   ======     ====      =======     =======        =======

</TABLE>

6.       Subsequent Events

On January 7, 1998,  the Company  announced that it has entered into a letter of
intent whereby Microsensor Systems, Inc., a privately-held firm which is engaged
in the research,  design, and manufacturing of chemical sensor instruments using
polymer-coated  surface acoustic wave (SAW) devices and other  technologies will
merge into Sawtek. The contemplated  merger is proposed as an exchange of common
stock to be accounted for as a  pooling-of-interests  and is subject to entering
into a definitive agreement and satisfaction of customary closing conditions.




                                             8


<PAGE>


Item 2.  Management's discussion and analysis of financial condition and results
         of operations

The following  discussion and analysis  should be read in  conjunction  with the
Company's Consolidated Financial Statements and Notes thereto included elsewhere
in this Form 10-Q. Except for the historical  information  contained herein, the
discussion in this Form 10-Q contains  certain  forward-looking  statements that
involve risks and  uncertainties,  such as  statements  of the Company's  plans,
objectives,  expectations and intentions.  The cautionary statements made herein
should be read as being  applicable  to all related  forward-looking  statements
wherever they appear.  The Company's actual results could differ materially from
those discussed here. Factors that could cause or contribute to such differences
include those discussed in "Risks and Uncertainties," as well as those discussed
elsewhere herein.

Overview
- --------
The Company was incorporated in 1979 to design, develop,  manufacture and market
a broad range of electronic  components  based on surface  acoustic wave ("SAW")
technology used in telecommunications,  data communications, video transmission,
military and space systems and other  markets.  The Company's  focus has been on
the high-end  performance  spectrum of the market,  and its primary products are
SAW  bandpass  filters,  resonators,  delay  lines,  oscillators  and  SAW-based
sub-systems. Initially, the Company's products were concentrated in the military
and space  systems  market.  The Company  has since  shifted  its  attention  to
commercial  markets  which  account for 91% of net sales in the first quarter of
1998. The Company has also experienced  significant  growth in its international
markets  over the last five  years,  with  international  sales  accounting  for
approximately  46% of net sales for the first  quarter of 1998.  Sales to Korean
customers were  approximately 22% of net sales for the first quarter of 1998 (up
from 16% for all of fiscal year 1997),  while European  customers  accounted for
19% of net sales.

The Company derives revenue from high-volume  commercial production  components,
military/industrial production components and engineering services and products.
Non-recurring  engineering  ("NRE") revenue is included in engineering  services
and products and relates to the design and  development  of a custom  device and
delivery of one or more  prototype  parts.  In all cases,  revenue is recognized
when the parts or services have been completed and units,  including prototypes,
have been shipped.

Net sales  increased  31% from the first three months of 1997 to the first three
months of 1998. The growth in net sales is mainly  attributable to growth in the
wireless  communications  market  to which the  Company  supplies  SAW  bandpass
filters for cellular and PCS telephone base stations and for handheld subscriber
telephones.  The  Company  has a broad  product  line of SAW  filters  and other
components with average selling prices  generally in the range of $3 to $300 for
many high performance wireless applications.

For the three months ended December 31, 1997, net sales to the Company's top ten
customers  accounted  for  approximately  83% of net  sales  with  the top  five
customers  accounting for 68%. The Company expects that sales of its products to
a limited  number of  customers  will account for a high  percentage  of its net
sales in the foreseeable future.


                                           9


<PAGE>



Management  does  not  believe  that  inflation  has had a  material  impact  on
operating costs and earnings of the Company.

Results of Operations
- ---------------------
The  following  table sets forth,  for the  periods  indicated,  the  percentage
relationship  of certain  items from the  Company's  statement of  operations to
total net sales:
<TABLE>
<CAPTION>
                                                                      Three Months Ended
                                                                         December 31,
                                                                 --------------------------
                                                                 1997                  1996
                                                                 ----                  ----  
<S>                                                             <C>                   <C>   
Net sales                                                       100.0%                100.0%
Cost of sales                                                    45.1                  46.9
                                                                -----                 -----
Gross profit                                                     54.9                  53.1
Operating expenses:
  Selling expenses                                                7.0                   6.7
  General & administrative expenses                               5.2                   6.1
  ESOP compensation expense                                       0.2                   1.1
  Research & development expenses                                 3.6                   3.7
                                                                -----                 -----
    Total operating expenses                                     16.0                  17.6
                                                                -----                 -----
Operating income                                                 38.9                  35.5
Interest expense                                                   .2                    .2
Other income                                                     (3.7)                 (1.9)
                                                                -----                 -----
Income before income taxes                                       42.4                  37.2
Income taxes                                                     15.7                  14.2
                                                                -----                 -----
Net income                                                       26.7%                 23.0%
                                                                =====                 =====
</TABLE>

Comparison of Three Months Ended December 31, 1996 and 1997
- -----------------------------------------------------------
Net Sales.  Net sales  increased  31% from $18.5  million in the  quarter  ended
December 31, 1996 to $24.2 million in the quarter ended  December 31, 1997.  The
increase  for the  period was a result of  increased  product  shipments  to the
wireless  communications  market,  specifically sales of high volume filters for
basestation applications and for CDMA (Code Division Multiple Access) subscriber
handsets.  International  sales  represented 46% of total revenue in the current
quarter,  up from 44% for all of fiscal  year  1997.  Shipments  of GSM  (Global
System for Mobile  communication)  base station filters,  principally to Europe,
remained constant compared to one year ago; however, the Company has experienced
an increase in  shipments  of CDMA base  station  filters to the Korean  market,
which continues to grow despite the recent financial market turmoil in Asia. Net
sales into the  telecommunications  market  accounted for 77% of revenue for the
quarter,  up from  72% for all of FY97.  Sales of  military  and  space  systems
accounted  for 9% of sales in the  quarter  versus  14% in the first  quarter of
FY97.  Base station  filters  accounted for 47% of total revenue and filters for
subscriber handsets accounted for 29% of total revenue for the quarter.


                                        10
<PAGE>

The  Company's  revenue  from  international  sales,  specifically  from  Korean
customers, could be adversely impacted by the recent financial market turmoil in
Asia which could  result in a reduction or  cancellation  of orders or limit the
availability of credit to these customers.

Gross Margin.  Gross margin for the quarter  increased  from 53.1% a year ago to
54.9%. The increased gross margin for the quarter,  compared to the same quarter
last year, is a result of the following factors:  i) continued favorable pricing
on  current  generation  products  that  will be  replaced  with new  generation
products that will have lower prices and margins,  ii)  production of filters in
our new Costa Rican operation that has lower overall costs,  iii) better overall
yields and lastly,  iv) economies of scale associated with the higher production
volumes.

There is a trend toward lower average  selling  prices for base station  filters
due to  competitive  pricing  pressures  and  next-generation  designs  for both
"macro" and  emerging  "micro" base  stations  which use less  expensive,  lower
performance  SAW filters.  The Company is  uncertain  whether an increase in the
number of base  station  filters  sold in the future will offset the decrease in
the  average  selling  price for these  filters so as to  maintain  or  increase
revenues from the sale of base station  filters.  The Company  believes that its
sales of SAW filters for  subscriber  handsets in the CDMA market will  increase
significantly in fiscal year 1998. Handset filters typically produce lower gross
margins than the gross margins produced by base station filters.

Selling  Expenses.  Selling  expenses  increased  in the first  quarter  of 1998
compared to the same period in 1997,  but only  slightly as a percentage  of net
sales from the  corresponding  period.  The  increase  is a result of higher net
sales  of  products  which  generate  associated   commission  expense  paid  to
independent sales  representatives,  an increase in the Company's internal sales
and marketing  staff,  and an increase in the  allowance  for doubtful  accounts
associated with the Company's  increased sales to Korean  customers for the past
quarter.

General  and  Administrative  Expenses.   General  and  administrative  expenses
increased  slightly  for the quarter  ended  December 31, 1997 from the year-ago
quarter.  However,  these costs decreased as a percentage of sales from 6.1% for
the first  quarter of 1997 to 5.2% in the first  quarter of 1998 as the  Company
was  able  to  increase  its  sales  without  incurring  significant  additional
administrative expenses.

ESOP Compensation Expense. For the first quarter of 1998, the Company recorded a
charge of $53,000 for ESOP compensation compared to $196,000 for the same period
in fiscal 1997.  The lower charge for the quarter ended December 31, 1997 is due
to the  Company  restructuring  its  ESOP  loan in the  fourth  quarter  of FY97
resulting in a longer amortization period and a lower per quarter charge.

Research and Development  Expenses.  Research and development expenses increased
$187,000 in the quarter  ended  December 31, 1997  compared to the quarter ended
December 31, 1996.  These  expenses  increased due to  additional  personnel and
expanded research and development  efforts,  but increased at a slower rate than
the sales  increase.  The Company  anticipates  that  research  and  development
expenses  will  continue to increase in total  dollars as personnel and programs
are added.  A  significant  portion of the Company's  development  activities is
conducted in connection with the design and development of custom devices, which
is paid for by customers and classified as NRE items. The revenue generated from
these items is included in net sales and the cost is  reflected in cost of sales
rather than in research and development expenses.
                             
                                              11

<PAGE>

Other Income and Expense. Other income and expense primarily represents interest
income and non-operating expenses. Other income increased due to interest earned
on the Company's cash balances.

Income Tax Expense.  The  provision  for income taxes as a percentage  of income
before  income taxes was 37% for the first three months of 1998  compared to 38%
for the first  three  months of 1997.  The  slightly  lower  effective  tax rate
relates to profits  earned in the Costa Rican  subsidiary  that are  permanently
exempt from Florida state taxes. The Company expects that its effective tax rate
will remain at approximately 36% to 38% during 1998.

Risks and Uncertainties
- -----------------------

Forward-looking  statements  in this  Form  10-Q are made  pursuant  to the Safe
Harbor provisions of the Private  Securities  Litigation Act of 1995.  Investors
are  cautioned   that  such   forward-looking   statements   involve  risks  and
uncertainties,   such  as  statements  of  the  Company's   plans,   objectives,
expectations  and intentions.  The cautionary  statements made should be read as
being applicable to all related forward-looking  statements wherever they appear
in this report.  The Company's actual results could differ materially from those
discussed.  Factors that could cause or contribute to such  differences  include
the  following:  the  Company's  dependence  on  continuing  demand for wireless
communications  services and CDMA technology,  particularly  CDMA handset units;
economic  turmoil in Korea and other  Asia-Pacific  countries (as experienced in
the last two months) or other  geographic  areas of the world;  dependence  on a
limited  number of  customers,  which are  expected to continue to account for a
high percentage of the Company's future net sales; fluctuations in the Company's
quarterly results and backlog which may be caused by such factors as product mix
changes, price competition, availability of manufacturing capacity, and customer
order  cancellation  or  rescheduling;  the  Company's  dependence on its timely
development  of new or improved SAW products  (such as SAW chemical  sensors) to
meet changing market needs; and the risk of competing  technologies  which could
replace or reduce the use of SAW technology for certain applications, as well as
other risks as discussed in Sawtek's SEC reports,  including Form 10-K filed for
fiscal year 1997.

The  Company  is aware of the issues  associated  with the  programming  code in
existing  computer  systems  as the year 2000  approaches.  Systems  that do not
correct such problems could generate erroneous data or cause system failures. In
July 1996, the Emerging Issues Task Force of the Financial  Accounting Standards
Board reached a consensus on Issue 96-14,  Accounting  for the Costs  Associated
with Modifying  Computer  Software for the Year 2000,  which provides that costs
associated  with  modifying  computer  software for the year 2000 be expensed as
incurred. Management believes that the vast majority of its computer systems are
year 2000  compliant,  and the Company  continues to utilize  both  internal and
external resources to identify,  correct or reprogram,  and test its systems for
the year 2000 compliance as necessary,  and does not anticipate total compliance
expense to be material.


                                        12

<PAGE>

Liquidity and Capital Resources
- -------------------------------
The Company has financed its  operations  to date  through cash  generated  from
operations,  bank borrowings,  lease financing,  the private sale of securities,
its May 1, 1996 initial public  offering,  and the July 1, 1997 follow-on public
offering.  The Company requires capital principally for equipment,  expansion of
its primary facility, financing of accounts receivable and inventory, investment
in product development activities and new technologies,  its operations in Costa
Rica, and potential  acquisitions of new  technologies or compatible  companies.
For the three months ended  December 31, 1997,  the Company  generated  net cash
from operating activities of $9.1 million, consisting primarily of net income of
$6.4 million, $1.6 million of depreciation and amortization, and $1.4 million in
deferred taxes.

The  Company  has a revolving  credit  agreement  totaling  $15.0  million  from
SunTrust Bank, Central Florida, N.A. available through June 30, 1999. There were
no balances outstanding on this credit line at December 31, 1997.

The Company made capital  expenditures of approximately  $3.8 million during the
quarter ended December 31, 1997. The Company intends to spend  approximately $12
million to $14 million in 1998 on capital equipment and facilities.

The Company  believes that its present cash  position,  together with its credit
facility and funds expected to be generated from operations,  will be sufficient
to meet its projected  working capital and other cash  requirements  through the
next 12 months.  Thereafter,  the Company may require  additional equity or debt
financing to address its working capital needs or to provide funding for capital
expenditures.  There can be no  assurance  that  events in the  future  will not
require the Company to seek additional  capital sooner or, if so required,  that
it will be available on terms acceptable to the Company, if at all.



                                      13


<PAGE>



PART II - OTHER INFORMATION
- ---------------------------
Item 1.  Legal Proceedings. The Company is not subject to any legal proceedings
         that, if adversely determined, would cause a material adverse effect on
         the Company's financial condition, business or results of operations.

Item 2.  Changes in Securities. None.

Item 3.  Defaults Upon Senior Securities.  None.

Item 4.  Submission of Matters to a Vote of Security Holders.  None.

Item 5.  Other Information.  None.

Item 6.  Exhibits and Reports on Form 8-K.

         (a)      Exhibit 27 - Financial Data Schedule.
         (b)      Reports on Form 8-K.

                  The Company did not file any reports on Form 8-K during the
                  three-month period ending December 31, 1997.






                                           14
<PAGE>

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.

Dated:  January 20, 1998


                                 SAWTEK INC.
                                 (Registrant)




                                 /s/ Steven P. Miller
                                 Steven P. Miller
                                 Chairman & Chief Executive Officer




                                 /s/ Raymond A. Link
                                 Raymond A. Link
                                 Vice President-Finance, Chief Financial Officer
                                 (Principal Financial Officer)





                                        15

<PAGE>

EXHIBIT INDEX
- -------------

27       Financial Data Schedule













                                        16

<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
     (Replace this text with the legend)
</LEGEND>
<CIK>                         0001009675
<NAME>                        Sawtek Inc.
<MULTIPLIER>                  1,000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                              SEP-30-1998
<PERIOD-START>                                 OCT-01-1997
<PERIOD-END>                                   JAN-04-1998
<CASH>                                         63,321
<SECURITIES>                                   0
<RECEIVABLES>                                  11,111
<ALLOWANCES>                                   1,152
<INVENTORY>                                    10,642
<CURRENT-ASSETS>                               85,890
<PP&E>                                         58,367
<DEPRECIATION>                                 15,349
<TOTAL-ASSETS>                                 129,009
<CURRENT-LIABILITIES>                          10,132
<BONDS>                                        2,521
                          0
                                    0
<COMMON>                                       11
<OTHER-SE>                                     106,388
<TOTAL-LIABILITY-AND-EQUITY>                   129,009
<SALES>                                        24,157
<TOTAL-REVENUES>                               24,157
<CGS>                                          10,901 
<TOTAL-COSTS>                                  10,901
<OTHER-EXPENSES>                               0
<LOSS-PROVISION>                               365
<INTEREST-EXPENSE>                             57
<INCOME-PRETAX>                                10,222
<INCOME-TAX>                                   3,782 
<INCOME-CONTINUING>                            6,440
<DISCONTINUED>                                 0
<EXTRAORDINARY>                                0
<CHANGES>                                      0
<NET-INCOME>                                   6,440
<EPS-PRIMARY>                                  .31
<EPS-DILUTED>                                  .30
        




</TABLE>


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