CALIFORNIA MICRO DEVICES CORP
10-Q, 2000-02-14
ELECTRONIC COMPONENTS & ACCESSORIES
Previous: HARMAN INTERNATIONAL INDUSTRIES INC /DE/, SC 13G/A, 2000-02-14
Next: CALIFORNIA MICRO DEVICES CORP, SC 13G/A, 2000-02-14



                                        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 Period Ended December 31, 1999
                                         or

[   ]  Transition Report Pursuant To Section 10 Or 15(d) Of The Securities
Exchange Act Of 1934 For The Transition Period From ___  To  _____

Commission File Number 0-15449

                                CALIFORNIA MICRO DEVICES CORPORATION
                                ------------------------------------
                        (Exact name of registrant as specified in its charter)

            California                                           94-2672609
            -----------                                          ----------
  (State or other jurisdiction of                            (I.R.S. Employer
    incorporation or organization)                           Identification No.)

    215 Topaz Street, Milpitas, California                     95035-5430
   --------------------------------------                     -----------
  (Address of principal executive offices)                    (Zip Code)

                                      (408) 263-3214
                                      --------------
                    (Registrant's telephone number, including area code)

                                      Not applicable
                                     ----------------
              (Former name, former address, and former fiscal year if
                             changed since last report)

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 __

                            Applicable Only to Corporate Issuers

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date:

As of December 31, 1999, there were outstanding 10,431,751 shares of Issuer's
Common Stock.





<PAGE>
                                 CALIFORNIA MICRO DEVICES CORPORATION

                                               INDEX

                                 PART I.     FINANCIAL INFORMATION

                                                                    Page Number
Item 1.  Financial Statements

         Statements of Operations
          Three and Nine Months Ended December 31, 1999 and 1998             2

         Balance Sheets
          December 31, 1999 and March 31, 1999                               3

         Statements of Cash Flows
          Nine Months Ended December 31, 1999 and 1998                       4

         Notes to Financial Statements                                       5

Item 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations                                 7

Item 3.  Quantitative and Qualitative Disclosures About Market Risk         10


                                     PART II.     OTHER INFORMATION

Item 1.  Legal Proceedings                                                  11

Item 6.  Exhibits and Reports on Form 8-K                                   11

Signature                                                                   12


                                             ii

<PAGE>
ITEM 1.  Financial Statements.
         --------------------------
                               CALIFORNIA MICRO DEVICES CORPORATION
                                    STATEMENTS OF OPERATIONS
                           (Amounts in Thousands, Except Per Share Data)
                                         (Unaudited)
                                          Three Months Ended   Nine Months Ended
                                            December 31,          December 31,
                                         -------------------  -----------------
<TABLE>
<S>                                       <C>       <C>       <C>      <C>
                                          1999      1998      1999     1998
                                          ------    ------    ------   ---------
Net sales                                $11,664    $ 8,529   $29,619  $25,089
Cost and expenses:
  Cost of sales                            7,867      6,072    20,716    8,860
  Research and development                   762      1,004     2,489    2,680
  Selling, marketing and administrative    2,463      1,889     6,611    5,296
                                         -------    -------   -------   ------
    Total costs and expenses              11,092      8,965    29,816   26,836
                                         -------    -------   -------   --------
Operating income (loss)                      572       (436)     (197)  (1,747)

Other expense, net                            92        190       397      495
                                         -------    -------    ------    -------
Income (loss) before income taxes            480       (626)     (594)  (2,242)

Income taxes                                   -          -         -         -
                                        --------    -------    ------   -------
Net income (loss)                       $    480    $  (626)   $ (594) $(2,242)
                                        ========    ========   ======= ========
Net income (loss) per share - basic     $   0.05    $ (0.06)   $ (0.06) $(0.22)
                                        ========    ========    ======= =======
Weighted average common shares
  outstanding -basic                      10,284     10,020     10,205    9,998
                                        ========     =======    ======= =======
Net income (loss) per fully diluted share $  0.04    $(0.06)    $(0.06) $(0.22)
                                          =======     =======    ======= =======
Weighted average fully diluted common
  shares outstanding                       11,528     10,020     10,205   9,998
                                          =======    ========    ======= =======
</TABLE>
The accompanying notes are an integral part of these financial statements.


                                2

<PAGE>
                   CALIFORNIA MICRO DEVICES CORPORATION
                     BALANCE SHEETS
                       (Amounts in Thousands, Except Share Data)
                           (Unaudited)
<TABLE>
<S>                                            <C>            <C>
                                               December 31,     March 31,
                                                 1999            1999**
                                               -----------    ----------
ASSETS:
- ------
Current assets:
  Cash and short-term securities*              $  2,495       $   762
  Short-term investments                          3,409         4,171
  Accounts receivable, less allowance for
   doubtful accounts of $212 and $224             6,574          4,471
  Inventories                                     9,452          8,438
  Other assets                                    1,213            592
                                               --------       --------
    Total current assets                         23,143         18,434
  Property, plant & equipment, net               10,250         11,540
  Restricted cash*                                1,192          2,900
  Other long term assets                            855            770
                                               --------        -------
    Total assets                                $35,440        $33,644
                                                =======         ======
LIABILITIES & SHAREHOLDERS' EQUITY:
- ----------------------------------
 Current liabilities:
   Accounts payable                            $  4,276        $ 3,239
  Accrued salaries and benefits                   1,281            998
  Other accrued liabilities                         824            554
  Deferred margin on shipments to distributors      516            576
  Current maturities of long-term debt and
    capital lease obligations                       726            685
                                               --------         ------
  Total current liabilities                       7,623          6,052

Long-term debt, less current maturities           7,366          7,503
Other long-term liabilities                         959            919
                                               --------         ------
    Total liabilities                            15,948         14,474

Shareholders' equity:
  Common stock - no par value; authorized
    25,000,000, issued and outstanding 10,431,751
    as of December 31, 1999 and
    10,116,144 as of March 31, 1999              54,259         53,328
  Accumulated deficit                           (34,755)       (34,160)
  Accumulated other comprehensive income (loss)     (12)             2
    Total shareholders' equity                   19,492         19,170
                                                --------       --------
  Total liabilities and shareholders' equity    $35,440        $33,644
                                                =======        =======
</TABLE>
* Balance at March 31, 1999 includes $2 million in restricted cash which served
as the Company's guarantee for the CVR value included in the settlement of
shareholder class actions.  As the guarantee has been met, the $2.0 million is
no longer restricted and is included in cash and short-term securities as of
December 31, 1999.
** Derived from audited financial statements

The accompanying notes are an integral part of these financial statements.

                            3

<PAGE>
                   CALIFORNIA MICRO DEVICES CORPORATION
                     STATEMENTS OF CASH FLOWS
                     (Amounts in Thousands)
                             (Unaudited)
<TABLE>
<S>                                            <C>                  <C>
                                               Nine Months Ended    December 31,
                                                      1999             1998
                                               -----------------    -----------
Cash flows from operating activities:
  Net (loss)                                     $   (594)          $   (2,242)
  Adjustments to reconcile net (loss) to
    net cash provided by operating activities:
  Depreciation and amortization                     2,159                2,165
  Net increase in inventories                      (1,014)                   2
  Net (increase) /decrease in accounts receivable  (2,103)                 533
  Net (increase) /decrease in prepaid expenses
     and other current assets                        (621)                332
  Net increase/(decrease) in trade accounts payable
     and other current liabilities                  1,590                (572)
  Net increase in other long term assets              (97)                (66)
  Increase in other long term liabilities             111                   -
  Decrease in deferred margin on distributor sales    (60)                (60)
                                                  --------          ----------
Net cash  (used in) provided by operating activities (629)                 92
                                                  --------          ----------
Cash flows from investing activities:
  Short-term investment purchases                  (1,960)             (3,163)
  Short-term investment sales                       2,707               4,623
  Capital expenditures                               (857)             (1,269)
  Net change in restricted cash                     1,708                (351)
                                                  --------           ---------
Net cash provided by (used in) investing activities 1,598                (160)
                                                  --------           ---------
Cash flows from financing activities:
  Repayments of capital lease obligations            (280)               (271)
  Additions to capital lease                          238                   -
  Repayments of long-term debt                       (125)                  -
  Proceeds from issuance of common stock              931                 248
              ----------                          --------            -------
Net cash provided by (used in ) financing activities  764                 (23)
                                                   -------            --------
Net increase (decrease) in cash and
  cash equivalents                                   1,733                (91)
Cash and cash equivalents at beginning of period       762                480
                                                   -------            --------
Cash and cash equivalents at end of period         $ 2,495            $   389
                                                   =======            =======
Supplemental disclosures of cash flow information:
Interest paid                                      $   670            $  476
Supplemental disclosures of non-cash investing
  and financing activities:
    Unrealized gain/(loss) on securities           $   (15)           $    9
    Additions to capital financed by leases        $   238            $  -

</TABLE>
The accompanying notes are an integral part of these financial statements.

                                         4

<PAGE>
                        CALIFORNIA MICRO DEVICES CORPORATION

                           Notes to Financial Statements

1.  Basis of Presentation
    ---------------------
In the opinion of management, the accompanying unaudited condensed financial
statements contain all adjustments (which include only normal recurring
accruals) necessary to present fairly California Micro Devices Corporation's
the "Company") financial position as of December 31, 1999, results of
operations for the three and nine month periods ended December 31, 1999
and 1998, and cash flows for the nine-month periods ended December 31, 1999
and 1998.  Results for the quarter are not necessarily indicative of fiscal
year results.

The condensed financial statements should be read in conjunction with the
financial statements included with the Company's annual report on Form 10-K for
the fiscal year ended March 31, 1999.


2.  Use of Estimates
    ----------------
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure
of contingent assets and liabilities at the date of the financial statements
and the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.


3.  Inventories
    -----------
   The components of inventory consist of the following (amounts in thousands):
<TABLE>
           <S>                    <C>                <C>
                                  December 31,        March 31,
                                     1999               1999
                                  ------------        ---------
           Raw materials          $  443             $  428
           Work-in-process         6,312              5,263
           Finished goods          2,697              2,747
                                  ------             ------
                                  $9,452              $8,438
                                  ======              =====
</TABLE>

4.   Litigation
      ------------
Reference should be made to the Company's filings with the SEC, including its
report on Form 10-K for its fiscal year ended March 31, 1999 and its reports on
Forms 10-Q for the quarters ending June 30 and September 30, 1999.

From August 5, 1994 through February 16, 1995, eleven purported class action
complaints were filed against the Company in the United States District Court
for the Northern District of California.

By court order dated May 20, 1997, these actions have been settled.  The
Company's contribution towards the settlement consisted of the payment of $6
million in cash and the issuance of 608,696 new shares of the Company's
common stock to the class.  Each new share was accompanied by a Contingent
Value Right ("CVR"), personal to the shareholder, that guaranteed the
shareholder to receive the difference between $11.50 and the highest 20 day
average trading price of the Company's common stock (assuming the average
price is less than $11.50) over a defined period.  As of January 5, 2000
the 20-day average trading price exceeded $11.50 and the CVR was
extinguished.  The Company had put $2 million into a restricted account

                                5

<PAGE>
as a guarantee for performance under the CVR.  As a result of the CVR being
extinguished this $2 million is no longer restricted and is included in cash
and short-term securities as of December 31, 1999.

The Company is a party to lawsuits, claims, investigations, and proceedings,
including commercial and employment matters, which are being handled and
defended in the ordinary course of business.  In the opinion of management, the
ultimate disposition of these matters will not have a material adverse effect
on the financial condition or overall trends in the results of operations of
the Company.

The Company believes that, with regard to these matters and those previously
reported, it has to the best of its knowledge, made such adjustments to its
financial statements by means of reserves and expensing the costs thereof, that
these matters will not have any additional adverse impact on the Company's
financial condition.

5.   Net Income (Loss) Per Share
      -----------------------------------
The following table sets forth the computation of basic and diluted income
(loss) per share:
<TABLE>
                                  Three months ended      Nine months ended
                                     December 31,             December 31,
                                  ------------------     -------------------
<S>                              <C>         <C>         <C>      <C>
                                 1999        1998        1999     1998
                                 -----       ----        ----     ----
               (In thousands, except per share amounts)
Numerator:
  Numerator for basic and
    diluted net income per share
    - net income (loss)         $  480    $ (626)        $ (594)   $(2,242)
                                ======    =======        =======   =======
Denominator for basic net income (loss) per share:
    Weighted average common hares
      used in computing Basic
      net income per share      10,284     10,020         10,205     9,998
                               =======    =======        =======    =======
Basic net income (loss)
  per share                    $  0.05    $ (0.06)        $ (0.06)  $ (0.22)
                               =======    =======         =======    =======
Denominator for diluted net income per share:
   Weighted average common
    shares                     10,284      10,020          10,205     9,998
   Employee stock options to
    purchase common stock       1,244           -               -         -
                              -------     -------          -------   -------
Shares used in computing diluted net
income per share               11,528      10,020          10,205     9,998
                              =======     =======         =======    =======
Diluted net income per share  $  0.04     $ (0.06)        $ (0.06)   $ (0.22)
                              =======     =======         =======    =======
</TABLE>

Options to purchase 80,500 shares common stock were outstanding during the
quarter ended December 31, 1999, but were not included in the computation of
diluted net income per share because the options' exercise price was greater
than the average market price of the common stock and, therefore, the effect
would be antidilutive.  For the quarter and nine months ended December 31,
1998, and the nine months ended December 31, 1999 all options to purchase
shares of common stock, representing 2,466,000 shares, 2,466,000 shares and
2,517,000 shares, respectively, were excluded from the computation of diluted
net loss per share because the effect would be antidilutive.

6.   Comprehensive Income
      -----------------------------
Comprehensive income (loss) is principally comprised of the unrealized gains or
losses on the Company's available-for-sale securities.  Comprehensive income
(loss) for the three months ended December 31, 1999 and December 31,
1998 was $469,000 and ($651,000), respectively.  For the nine months ended
December 31, 1999 and December 31, 1998, the comprehensive loss was ($609,000)
and ($2,233,000), respectively.
                                  6
<PAGE>
ITEM 2.  Management's Discussion And Analysis of Financial Condition
         -----------------------------------------------------------
         and Results of Operations.
         --------------------------

Results of Operations

Product sales for the quarter ended December 31, 1999, increased by $3,135,000,
or 37%, compared to the quarter ended December 31, 1998, with the majority of
the increase being in products for the networking market.  Unit shipments
increased 62% to 23.3 million units in the December 31, 1999 quarter compared
to 14.4 million units in the year-earlier quarter.  The increase in product
sales was primarily due to increased sales of new products.  Sales of the
Company's new products (products introduced within the past three years)
increased by 126% in dollars and 155% in units in the quarter ended December
31, 1999 as compared to the year-earlier quarter.  Thin film products
accounted for 73% of dollar sales and 76% of units shipped for the quarter
ended December 31, 1999 as compared to 71% of dollar sales and 84% of units
shipped the year-earlier quarter.  The decline in percentage of thin film
units shipped was primarily due to increased mix of single chip and lower
mix of dual chip products for solving the need for parallel port filtering,
termination and ESD protection.  In total, the number of parallel port
solutions shipped increased by 63% in the quarter ended December 31, 1999
as compared to the year-earlier period.

Product sales for the nine month period ended December 31, 1999, increased by
$4,530,000, or 18%, over the year-earlier period, also due to increased sales
new products, with the majority of the increase being in products for the
networking market.  Units shipped increased 40% in the nine-month period ended
December 31, 1999 compared to the year-earlier period.  New product sales for
the nine months ended December 31, 1999 increased by 95% in dollars and
104% in units as compared to the year-earlier period.  Thin film products
represented 70% of dollar sales and 76% of unit shipments, for the nine months
period ended December 31, 1999 as compared to 68% of dollar sales and 81% of
units shipped in the year-earlier period. The decline in percentage of thin
film units shipped was primarily due to increased mix of single chip and
lower mix of dual chip products for solving the need for parallel port
filtering, termination and ESD protection.  In total the number of parallel
port solutions shipped increased by 49% in the nine months ended December
31, 1999 as compared to the year-earlier period.

Gross margins increased sequentially to 32.5% in the December 31, 1999 quarter
compared to 29.7% in the September 30, 1999 quarter and 28.8% in the December
31, 1998 quarter due to increased sales and manufacturing efficiencies.

Research and development expense was $762,000 and $1,004,000 for the three
months ended December 31, 1999 and 1998, respectively, and $2,489,000 and
$2,680,000 for the nine months ended December 31, 1999 and 1998,
respectively.  The decrease in research and development expense was due to
lower materials costs as the focus of R&D was more on product development
than on process development compared to the year-earlier periods.

Selling, marketing and administrative expenses ("S, M & A") were $2,463,000 and
$1,889,000 for the three months ended December 31, 1999 and 1998, respectively.
The increase in the 1999 quarter is primarily due to increased commissions,
increased personnel costs, and increased promotional activities, including
expansion of the Company's presence in Europe.  S, M, & A expenses were
$6,611,000 and $5,296,000 for the nine-month periods ended December
31, 1999 and 1998, respectively.  In addition to increased commissions,
personnel costs and promotional activities, S, M, & A expenses for the nine
months ended December 31, 1998 were low due to the receipt of a $575,000 one-
time insurance settlement in June 1998.

As a result of the factors discussed above, operating income for the three
months ended December 31, 1999, was $572,000 compared to an operating loss of
$436,000 in the year-earlier period.  For the nine months ended December
31, 1999, there was an operating loss of $197,000 as compared to an operating
loss of $1,747,000 in the year earlier period.

                                       7

<PAGE>
Other expense, net for the three and nine months ended December 31, 1999, was
$92,000 and $397,000 as compared to expense of $190,000 and $495,000 in the
year earlier periods, due to increased investment income related to the
Company's executive deferred compensation program.  This was offset in
operating income as non-cash compensation charge.

No income taxes were accrued for the three and nine months ended December 30,
1999, or December 31, 1998, due to the availability of tax loss carry forwards
and the nine-month period losses.

Liquidity and Capital Resources

Total cash, short-term securities and investments as of December 31, 1999, was
$5.9 million compared to $4.9 million on March 31, 1999.  As previously
announced, the Company has met the stock price guarantee associated with its
1997 class action settlement.  As a result the $2.0 million of previously
restricted cash related to the guarantee is no longer restricted and is
included in "cash and short-term securities" as of December 31, 1999.
Receivables days sales outstanding were 52 days as of December 31, 1999 as
compared to 47 days at March 31, 1999.  The increase in DSO primarily
reflects a higher percentage of sales in the third month of the December
1999 quarter as compared to the March 1999 quarter.  Inventories increased
by $1.0 million from the March quarter, related to increased work-in-process
to support new product introductions and increased sales.  But this was
essentially offset by a $1.0 million increase in accounts payable.  Other
current assets increased $621,000, to $1,213,000 at December 31, 1999, due
to increases in stock from the employee stock purchase program and annual
insurance payments made during the September quarter.

The Company has a $3.0 million revolving secured line of credit agreement that
expires on July 31, 2000.  Under the terms of the line of credit, the Company
can borrow at prime plus one-half percent, collateralized by eligible
receivables.  The Company also has a $1.0 million capital equipment financing
facility that expires on June 30, 2003; under the terms of this facility the
Company can borrow at prime plus 0.75%.  There were no borrowings on either of
these facilities at March 31, 1999.  During the nine month period ended
December 31, 1999 there were no borrowings against the revolving line of
credit.  The Company has drawn down $238,000 against the capital equipment
financing facility as of December 31, 1999.  The Company is in compliance
with its financial covenants.

The Company expects to fund its future liquidity needs through its existing
cash balances, cash flows from operations, bank borrowings, and equipment
lease and loan financing arrangements.  Depending on market conditions and
the results of operations, the Company may pursue other sources of liquidity.

The Company believes that it has sufficient financial resources to fund its
operations for the foreseeable future.

Impact of Year 2000

Many computer systems employ a two-digit date field and could experience
problems beyond the year 1999.  Also, some systems assign special meaning to
certain dates, such as 9/9/99, and the year 2000 is a leap year, which some
systems may not recognize.  To address these and other related issues, the
Company evaluated its management information systems (MIS) and developed a
plan, as described herein, to convert all of its MIS applications to year
2000 compliant versions by March 31, 1999.  This plan encompassed all major
categories of systems in use by the Company, including manufacturing, sales,
finance and human resources.

California Micro Devices utilizes software packages supplied by outside vendors
for all of its mission critical applications.  These software vendors have
supplied the Company with versions of their software that they have
certified to be year 2000 compliant.  However, the Company recognized that
relying on certification statements alone could potentially place its systems
at risk if some level of integration and system level testing was not also
performed.  To ensure that these applications work in CMD's environment, the
Company completed consolidated, system-level test procedures that incorporated
testing each of the key applications.

                                      8

<PAGE>
The positive results of these tests allowed the Company to proceed with its
migration to year 2000 compliant systems and the Company was fully converted as
of March 1, 1999 and has been operating on those systems since that time.  To
date the Company has not experienced any significant problems related to its in-
house information systems or manufacturing operations.  As a result of the
above, the Company has not formulated formal contingency plans regarding the
leap year event.  Should any unforeseen difficulties arise in the operation of
these software packages, the Company could convert to alternate software
packages.

The Company did not observe any material impact from its key suppliers due to
Y2K problems.  Noncompliance with year 2000 issues on the part of key suppliers
and subcontractors, or within the international transportation system, could
result in disruption of the Company's operations.  Nothing has come to the
attention of the Company that would indicate a material impact on the Company
as a result of year 2000 issues at its key suppliers and subcontractors.
However, the potential impact and related costs are not known at this time.

The Company's products are not date sensitive.

The out-of-pocket expenditures incurred to date related to these programs are
less than $300,000.  The Company currently expects that the total incremental
expenditures of these programs will not exceed $500,000.  Most of these
expenditures involve new capital equipment that will be amortized over a three
to five year period.

The costs of the project and the date on which the Company believes it will
complete the year 2000 modifications are based on management's best estimates,
which were derived utilizing numerous assumptions of future events, including
the continued availability of certain resources, third-party modification plans
and other factors.  There can be no assurance that these estimates will be
achieved and actual results could differ materially from those anticipated.

The Company believes that its most reasonably likely worst-case year 2000
scenarios would relate to problems with the systems of third parties rather
than with the Company's internal systems or its products. Because the Company
has less control over assessing and correcting the year 2000 problems of third
parties, the Company believes the risks are greatest in the areas of utility
services, telecommunications, transportation supply chains and critical
suppliers of materials.  Due to the large number of variables involved, the
Company cannot provide an estimate of the damage it might suffer if any of
these scenarios were to occur.

Based on currently available information, management does not believe that the
year 2000 matters discussed above related to internal systems or products sold
to customers will have a material adverse impact on the Company's financial
condition or overall trends in results of operations.  However, it is uncertain
to what extent the Company may be affected by such matters.  In addition, there
can be no assurance that the failure to ensure year 2000 capability by a
supplier or another third party would not have a material adverse effect on the
Company.

As of the filing date of this Form 10-Q, the Company has not experienced any
significant year 2000 related difficulties in its internal operations nor in
its third party sources of supplies and services .


                                           9

<PAGE>
Cautionary Statement

This report contains forward-looking statements within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Act of 1934, as amended.  Except for the historical information
contained in this discussion of the business and the discussion and analysis
of financial condition and results of operations, the matters discussed
herein are forward-looking statements.  Such forward-looking statements are
made pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. The forward-looking statements regarding
revenues, orders, and sales involve a number of risks and uncertainties,
including but not limited to, demand for the Company's product, pricing
pressures which could affect the Company's gross margin or the ability to
consummate sales, unit volumes, intense competition within the industry,
the Company's ability to attract and retain high quality people, the need
for the Company to keep pace with technological developments and respond
quickly to changes in customer needs, the Company's dependence on third
party suppliers for components for its products, cost reductions, year
2000 issues, and the Company's dependence upon intellectual property rights
which, if not available to the Company, could have a material adverse effect
on the Company.  These same factors, as well as others, such as
the continuing litigation involving the Company, could also affect the
liquidity needs of the Company.  Actual results could differ materially
from those projected in the forward-looking statements as a result of factors
set forth above and elsewhere in this Form 10-Q.


ITEM 3.  Quantitative and Qualitative Disclosures About Market Risk.
         ----------------------------------------------------------
No material changes have occurred from the Company's report on form 10K for the
period ending March 31, 1999.





                                      10

<PAGE>
                          PART II.  OTHER INFORMATION


ITEM 1.  Legal Proceedings.
         -----------------

Reference should be made to the Company's filings with the SEC, including its
report on Form 10-K for its fiscal year ended March 31, 1999 and its reports on
Forms 10-Q for the quarters ending June 30 and September 30, 1999.

From August 5, 1994 through February 16, 1995, eleven purported class action
complaints were filed against the Company in the United States District Court
for the Northern District of California.

By court order dated May 20, 1997, these actions have been settled.  The
Company's contribution towards the settlement consisted of the payment of $6
million in cash and the issuance of 608,696 new shares of the Company's common
stock to the class.  Each new share was accompanied by a Contingent Value
Right ("CVR"), personal to the shareholder, that guaranteed the shareholder
to receive the difference between $11.50 and the highest 20 day average
trading price of the Company's common stock (assuming the average price is
less than $11.50) over  defined period.  As of January 5, 2000 the 20-day
average trading price exceeded $11.50 and the CVR was extinguished.  The
Company had put $2 million into a restricted account as a guarantee for
performance under the CVR.  As a result of the CVR being extinguished this
$2 million is no longer restricted and is included in cash and short-term
securities as of December 31, 1999.

The Company is a party to lawsuits, claims, investigations, and proceedings,
including commercial and employment matters, which are being handled and
defended in the ordinary course of business.  In the opinion of management, the
ultimate disposition of these matters will not have a material adverse effect
on the financial condition or overall trends in the results of operations of
the Company.

The Company believes that, with regard to these matters and those previously
reported, it has to the best of its knowledge, made such adjustments to its
financial statements by means of reserves and expensing the costs thereof, that
these matters will not have any additional adverse impact on the Company's
financial condition.



ITEM 6.  Exhibits and Reports on Form 8-K.
         ---------------------------------
         Exhibit               Description
         -------               -----------
         (a)   27              Financial Data Schedule (For EDGAR Filing Only)

         (b)   Form 8-K        None

                                11

<PAGE>

                           SIGNATURE


Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.



 CALIFORNIA MICRO DEVICES CORPORATION
 ------------------------------------
         (Registrant)



Date:   February 11, 2000         /s/John E. Trewin
                                  --------------------------------------
                                  John E. Trewin
                                  Vice President and Chief Financial Officer


                                     12


[ARTICLE] 5
<TABLE>
<S>                                        <C>
[PERIOD-TYPE]                              QTR-3
[FISCAL-YEAR-END]                          MAR-31-2000
[PERIOD-END]                               DEC-31-1999
[CASH]                                       $   2,495
[SECURITIES]                                     3,409
[RECEIVABLES]                                    6,786
[ALLOWANCES]                                      (212)
[INVENTORY]                                      9,452
[CURRENT-ASSETS]                             $  23,143<F1>
[PP&E]                                          27,877
[DEPRECIATION]                                 (17,627)
[TOTAL-ASSETS]                               $  35,440<F2>
[CURRENT-LIABILITIES]                        $   7,623
[BONDS]                                              0
[COMMON]                                        54,259
[PREFERRED-MANDATORY]                                0
[PREFERRED]                                          0
[OTHER-SE]                                     (34,767)
[TOTAL-LIABILITY-AND-EQUITY]                 $  35,440
[SALES]                                      $  11,664
[TOTAL-REVENUES]                                11,664
[CGS]                                            7,867
[TOTAL-COSTS]                                    7,867
[OTHER-EXPENSES]                                 3,095<F3>
[LOSS-PROVISION]                                     0
[INTEREST-EXPENSE]                              $  222
[INCOME-PRETAX]                                    480
[INCOME-TAX]                                         0
[INCOME-CONTINUING]                                  0
[DISCONTINUED]                                       0
[EXTRAORDINARY]                                      0
[CHANGES]                                            0
[NET-INCOME]                                       480
[EPS-BASIC]                                     0.04
[EPS-DILUTED]                                     0.04
<FN>
<F1>Includes - Other accounts receivable - $606K; prepaid expense - $607K.
<F2>Includes - Restricted cash - $1,192K; Deposits and other assets - $570k;
               Debt issuance cost - $285K.
<F3>Includes - Research and development - $762K; Selling, marketing,
               and administrative - $2,463K; Interest Income ($54k);
               other income ($76k).
</FN>
</TABLE>



© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission