<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) of
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 27, 1997
Commission File Number : 0-22511
RF MICRO DEVICES, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
North Carolina 56-1733461
- ------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
7625 Thorndike Road, Greensboro, North Carolina 27409-9421
------------------------------------------------------------
(Address of principal executive offices, including zip code)
(336) 664-1233
----------------------------------------------------
(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 28, 1998, there were 15,872,680 shares of the registrant's common
stock outstanding.
<PAGE> 2
RF MICRO DEVICES, INC.
INDEX
PART I. FINANCIAL INFORMATION
- --------------------------------------------------------------------------------
ITEM 1. FINANCIAL STATEMENTS
CONDENSED STATEMENTS OF INCOME--THREE MONTHS
ENDED DECEMBER 31, 1997 AND 1996
CONDENSED STATEMENTS OF INCOME - NINE MONTHS
ENDED DECEMBER 31, 1997 AND 1996
CONDENSED BALANCE SHEETS--DECEMBER 31, 1997
AND MARCH 31, 1997
CONDENSED STATEMENTS OF CASH FLOWS--NINE MONTHS
ENDED DECEMBER 31, 1997 AND 1996
NOTES TO CONDENSED FINANCIAL STATEMENTS
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
PART II. OTHER INFORMATION
- --------------------------------------------------------------------------------
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
SIGNATURES
<PAGE> 3
PART I - FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS
RF MICRO DEVICES, INC.
CONDENSED STATEMENTS OF INCOME
(In thousands, except per share data)
(Unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
DECEMBER 31, DECEMBER 31,
1997 1996
-------- --------
<S> <C> <C>
Revenues
Product sales $ 12,845 $ 9,651
Engineering revenue 478 381
-------- --------
Total revenues 13,323 10,032
Operating costs and expenses:
Cost of goods sold 7,746 5,467
Research and development 2,404 1,664
Marketing and selling 1,525 1,189
General and administrative 660 495
-------- --------
Total operating costs and expenses 12,335 8,815
-------- --------
Income from operations 988 1,217
Other income, net 157 30
-------- --------
Income before income taxes 1,145 1,247
Income tax expense (20) (75)
-------- --------
Net income $ 1,125 $ 1,172
======== ========
Basic earnings per share $ 0.07 $ 0.36
======== ========
Diluted earnings per share $ 0.07 $ 0.10
======== ========
</TABLE>
- --------------------------------------------------------------------------------
See notes to Condensed Financial Statements.
<PAGE> 4
RF MICRO DEVICES, INC.
CONDENSED STATEMENTS OF INCOME
(In thousands, except per share data)
(Unaudited)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
DECEMBER 31, DECEMBER 31,
1997 1996
-------- --------
<S> <C> <C>
Revenues
Product sales $ 31,525 $ 19,207
Engineering revenue 1,191 447
-------- --------
Total revenues 32,716 19,654
Operating costs and expenses:
Cost of goods sold 17,737 10,973
Research and development 6,573 4,379
Marketing and selling 4,328 2,588
General and administrative 1,717 960
-------- --------
Total operating costs and expenses 30,355 18,900
-------- --------
Income from operations 2,361 754
Other income, net 819 109
-------- --------
Income before income taxes 3,180 863
Income tax expense (64) (75)
-------- --------
Net income $ 3,116 $ 788
======== ========
Basic earnings per share $ 0.25 $ 0.30
======== ========
Diluted earnings per share $ 0.20 $ 0.07
======== ========
</TABLE>
See notes to Condensed Financial Statements.
<PAGE> 5
RF MICRO DEVICES, INC.
CONDENSED BALANCE SHEETS
(In thousands)
<TABLE>
<CAPTION>
DECEMBER 31, MARCH 31,
1997 1997
(Unaudited) (Audited)
-------- --------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 20,118 $ 2,330
Accounts receivable, net 7,530 2,401
Inventories 24,093 9,216
Other current assets 58 17
-------- --------
Total current assets 51,799 13,964
Property and equipment, net 15,408 3,455
Construction in progress 20,398 2,771
Technology license 3,202 3,202
Cash restricted for capital additions -- 12,358
Other assets 582 515
-------- --------
Total assets $ 91,389 $ 36,265
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Accounts payable $ 7,274 $ 5,108
Accrued liabilities 921 699
Line of credit -- 350
Current maturities of long-term debt 391 178
Income taxes payable 5 49
Current obligations under capital leases 2,128 267
-------- --------
Total current liabilities 10,719 6,651
Long-term debt, less current maturities 541 117
Obligations under capital leases, less current maturities 10,269 411
Note and accrued interest payable to shareholder -- 10,301
-------- --------
Total liabilities 21,529 17,480
Redeemable convertible preferred stock -- 28,257
Shareholders' (deficiency) equity:
Preferred stock, no par value; 5,000,000 shares authorized; no
shares issued and outstanding -- --
Common stock, no par value; 50,000,000 shares authorized;
15,850,380 and 3,286,010 issued and outstanding at
December 31, 1997 and March 31, 1997, respectively 79,703 3,510
Deferred compensation (246) (269)
Accumulated deficit (9,597) (12,713)
-------- --------
Total shareholders' (deficiency) equity: 69,860 (9,472)
-------- --------
Total liabilities and shareholders' equity $ 91,389 $ 36,265
======== ========
</TABLE>
See notes to Condensed Financial Statements
<PAGE> 6
RF MICRO DEVICES, INC.
CONDENSED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
DECEMBER 31, DECEMBER 31,
1997 1996
-------- ---------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 3,116 $ 788
Adjustments to reconcile net income to net cash used by operating
activities:
Depreciation and amortization 601 320
Change in operating assets and liabilities:
(Increase) decrease in:
Accounts receivable (5,129) (1,725)
Inventories (14,877) (3,180)
Other assets (1,481) (12)
Accounts payable 2,165 4
Accrued liabilities 223 2,253
Income taxes payable (44) 1
-------- --------
Net cash used by operating activities (15,426) (1,551)
Cash flows from investing activities:
Purchase of property and equipment (16,048) (2,286)
-------- --------
Net cash used by investing activities (16,048) (2,286)
Cash flows from financing activities:
Repayment of capital lease obligations (1,003) (440)
Proceeds from issuance of common stock 38,535 --
Net proceeds of long-term debt 782 10,944
Net proceeds from short-term debt (350) 16
Proceeds from issuance of preferred stock -- 4,932
Repayment of long-term debt (1,077) --
Proceeds from exercise of options 17 --
(Increase)/Decrease in cash restricted for capital additions 12,358 --
-------- --------
Net cash provided from financing activities 49,262 15,452
-------- --------
Net increase in cash and cash equivalents 17,788 11,615
Cash and cash equivalents at the beginning of the period 2,330 6,638
-------- --------
Cash and cash equivalents at the end of the period $ 20,118 $ 18,253
======== ========
</TABLE>
See notes to Condensed Financial Statements.
<PAGE> 7
RF MICRO DEVICES, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
1. BASIS OF PRESENTATION
The accompanying financial statements have been prepared in conformity
with generally accepted accounting principles. However, certain
information or footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
principles have been condensed, or omitted, pursuant to the rules and
regulations of the Securities and Exchange Commission. In the opinion of
management, the statements include all adjustments (which are of a
normal and recurring nature) necessary for the fair presentation of the
results of the interim periods presented. These financial statements
should be read in conjunction with the Company's audited financial
statements for the year ended March 31, 1997, as set forth in the
Company's Prospectus, dated June 3, 1997, included in the Company's
Registration Statement on Form S-1 (File No. 333-22625).
The Company uses a 52- or 53-week fiscal year ending on the Saturday
closest to March 31 of each year. The Company's other fiscal quarters
end on the Saturday closest to June 30, September 30, and December 31 of
each year. For purposes of this report (including the Unaudited
Condensed Financial Statements included herein), each fiscal year is
described as having ended on March 31, and each of the first three
quarters of each fiscal year is described as having ended on June 30,
September 30 and December 31.
2. RESEARCH AND DEVELOPMENT COSTS
The Company charges all research and development costs to expense as
incurred.
3. INCOME TAXES
The provision for income taxes has been recorded based on the current
estimate of the Company's annual effective tax rate. For periods with
taxable income, this rate differs from the federal statutory rate
primarily because of the utilization of net operating loss
carryforwards.
<PAGE> 8
4. INVENTORIES
The components of inventories are as follows (in thousands):
<TABLE>
<CAPTION>
DECEMBER 31, MARCH 31,
1997 1997
-------- --------
<S> <C> <C>
Raw materials $ 6,987 $ 2,937
Work in process 8,433 2,830
Finished goods 9,770 4,296
-------- --------
25,190 10,063
Inventory allowances (1,097) (847)
-------- --------
Total inventory $ 24,093 $ 9,216
======== ========
</TABLE>
5. EARNINGS PER SHARE
In 1997, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standard No. 128, "Earnings per
Share" ("SFAS 128"). Statement 128 replaced the previously reported
primary and fully diluted earnings per share with basic and diluted
earnings per share. Unlike primary earnings per share, basic earnings
per share excludes any dilutive effects of options, warrants, and
convertible securities. Diluted earnings per share is very similar to
the previously reported fully diluted earnings per share. All earnings
per share amounts for all periods have been presented, and where
necessary, restated to conform to the Statement 128 requirements.
In accordance with Securities and Exchange Commission Staff Accounting
Bulletins, all issuances of the Company's common and common equivalent
shares, at prices below the expected initial public offering price
during the twelve month period preceding the filing date of the initial
public offering, have been included in the diluted earnings per share
calculations as if they were outstanding for all periods presented
(using the treasury stock method and the initial public offering
price).
<PAGE> 9
The following table sets forth the computation of basic and diluted
earnings per share. (In thousands, except per share data)
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
12/31/97 12/31/96 12/31/97 12/31/96
-------- -------- -------- --------
<S> <C> <C> <C> <C>
NUMERATOR:
Net Income - Numerator for basic earnings
per share - Income available to common
shareholders 1,125 1,172 3,116 788
Effect of dilutive securities:
Interest paid on convertible debt -- 152 110 152
------- ------- ------- -------
Numerator for diluted earnings per share -
Income available to common
shareholders after assumed conversion $ 1,125 $ 1,324 $ 3,226 $ 940
DENOMINATOR:
Denominator for basic earnings per share
- weighted average shares 15,839 3,269 12,683 2,603
Effect of dilutive securities:
- Employee stock options and warrants 1,332 594 1,372 595
- Preferred Stock -- 7,954 1,981 7,744
- Convertible debt -- 1,111 277 1,111
- Restricted stock, preferred stock, stock options
and warrants assumed to be outstanding for the period
in accordance with SAB 83 -- 451 -- 1,326
------- ------- ------- -------
Dilutive potential common shares 1,332 10,110 3,630 10,776
Denominator for dilutive earnings per share -
adjusted weighted-shares and assumed conversions 17,171 13,379 16,313 13,379
Basic EPS $ 0.07 $ 0.36 $ 0.25 $ 0.30
======= ======= ======= =======
Diluted EPS $ 0.07 $ 0.10 $ 0.20 $ 0.07
======= ======= ======= =======
</TABLE>
<PAGE> 10
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
INTRODUCTION
RF Micro Devices, Inc. (the "Company") designs, develops and markets proprietary
radio frequency integrated circuits ("RFICs") for wireless communications
applications such as cellular and personal communications services ("PCS"),
cordless telephony, wireless local area networks, wireless local loop,
industrial radios, wireless security and remote meter reading. The Company
derives revenues from the sale of standard and custom-designed products and
services. To date, a significant portion of the Company's revenues has been
attributable to the sale of RFICs used in cellular and PCS handsets. The Company
offers a broad array of products, including amplifiers, mixers and
modulators/demodulators, that represent a substantial majority of the RFICs
required in wireless subscriber equipment. The Company designs products using
three distinct process technologies: gallium arsenide heterojunction bipolar
transistor ("GaAs HBT"), gallium arsenide metal semiconductor field effect
transistor ("GaAs MESFET") and silicon bipolar transistor. For the three months
ended December 31, 1997, 85% of the Company's revenues was derived from the sale
of GaAs HBT products. The Company may continue to rely heavily on sales of GaAs
HBT products in future periods.
RESULTS OF OPERATIONS
The following table sets forth the statement of operations data of the Company
expressed as a percentage of total revenues for the periods indicated:
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
12/31/97 12/31/96 12/31/97 12/31/96
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Revenues 100.0% 100.0% 100.0% 100.0%
Operating costs and expenses:
Cost of goods sold 58.1 54.5 54.2 55.8
Research and development 18.0 16.6 20.1 22.3
Marketing and selling 11.4 11.9 13.2 13.1
General and administrative 5.0 4.9 5.2 4.9
----- ----- ----- -----
Total operating costs and expenses 92.5 87.9 92.7 96.1
Income from operations 7.5 12.1 7.3 3.9
Other income, net 1.2 0.3 2.5 0.6
----- ----- ----- -----
Income before income taxes 8.7 12.4 9.8 4.5
Income tax expense (0.2) (0.7) (0.2) (0.4)
----- ----- ----- -----
Net income 8.5% 11.7% 9.6% 4.1%
===== ===== ===== =====
</TABLE>
<PAGE> 11
REVENUES
Revenues increased 32.8% from $10.0 million for the three months ended December
31, 1996 to $13.3 million for the three months ended December 31, 1997. The
increase in revenues during the three months ended December 31, 1997 primarily
reflected strong sales growth in GaAs HBT power amplifiers for cellular and PCS
handsets, including shipments of 3.0 volt, high-efficiency GaAs HBT power
amplifiers to Nokia for their latest series of GSM-based handsets. For the nine
month period ended December 31, 1997, revenues increased 66.5% from $19.6
million in the same period in 1996 to $32.7 million in 1997. This increase was
primarily attributable to increased shipments of the Company's small signal
devices used in CDMA handsets and GaAs HBT power amplifiers for cellular and PCS
handsets utilizing a variety of air interface standards.
During the Company's third quarter, GaAs HBT products accounted for 85% of total
revenue while silicon bipolar, engineering revenue and GaAs MESFET accounted for
9%, 4% and 2% of revenue respectively. For the corresponding quarter in fiscal
1997 GaAs HBT products accounted for 87% of revenue, silicon 3%, GaAs MESFET 7%
and engineering revenue 3%. Sales of the Company's products to cellular and PCS
handset manufacturers accounted for 75% of fiscal 1998 third quarter revenue.
International shipments accounted for 65% of total revenue for the third fiscal
quarter, with sales to Korean customers accounting for 23% of third quarter
revenues, a slight increase from the immediately preceding quarter. While the
recent turmoil in the Asian financial markets has not yet adversely impacted the
Company's revenues, the Company currently expects that its sales to Korean
customers as a percentage of total revenues will decline in the near term due to
order delays, the possibility of order cancellations, and the tightening of
credit. Although the Company currently expects that any decrease in Korean sales
will be offset by increased revenues form other customers, no assurance can be
given that this will occur or whether the economic instability in Asia will have
a material adverse effect on the Company's business, financial condition, or
results of operations.
GROSS PROFIT
Gross profit margin decreased to 41.9% for the three months ended December 31,
1997 from 45.5% for the three months ended December 31, 1996. The decrease was
primarily attributable to lower average unit prices associated with high volume
contracts, fluctuations in test yields for RFIC's in the early stages of
production and the initial higher costs for newly developed power amplifier
packages. For the nine months ended December 31, 1997, the gross profit margin
increased to 45.8% from 44.2% for the nine months ended December 31, 1996. The
increase was primarily attributable to increased production volumes, favorable
pricing and improved manufacturing yields.
The Company historically has experienced significant fluctuations in gross
profit margins. The Company believes that its gross profit margins have, in the
past, been significantly affected by low manufacturing, assembly and test
yields, and there can be no assurance that future operating results will not be
similarly affected. Further, the Company sells products in intensely competitive
markets, and the Company believes that downward pressure on average selling
prices will occur in the future.
RESEARCH AND DEVELOPMENT
Research and development expenses for the three months ended December 31, 1997
increased 44.5%, to $2.4 million compared to $1.7 million for the three months
ended December 31, 1996. For the nine months ended December 31, 1997, research
and development expenses increased 50.1%, to $6.6 million versus $4.4 million
for the nine months ended December 31, 1996. These increases were primarily
<PAGE> 12
attributable to increased salaries, recruiting expenses related to increased
headcount and additional spending on mask sets, wafers and prototype assembly
for both standard and custom-designed products. Research and development
expenses as a percentage of total revenues increased to 18.0% for the three
months ended December 31, 1997 from 16.6% for the three months ended December
31, 1996. As a percentage of revenues for the nine months ended December 31,
1997, research and development expenses were 20.1% versus 22.3% for the nine
months ended December 31, 1996. The Company plans to continue to make
substantial investments in research and development and expects that such
expenses will continue to increase in absolute dollar amounts in future periods.
MARKETING AND SELLING
Marketing and selling expenses for the three months ended December 31, 1997 were
$1.5 million compared to $1.2 million for the three months ended December 31,
1996, an increase of 28.3%. For the nine months ended December 31, 1997,
marketing and selling expenses equaled $4.3 million, compared to $2.6 million
for the nine months ended December 31, 1996, an increase of 67.2%. These
increases were primarily attributable to increased salaries, and recruiting
expenses related to increased headcount and to increased travel and marketing
literature expense. Marketing and selling expenses as a percentage of revenue
for the three months ended December 31, 1997 decreased to 11.4% from 11.9% for
the three months ended December 31, 1996. For the nine months ended December 31,
1997, marketing and selling expenses were 13.2% of revenues, nearly the same as
in the nine month period ended December 31, 1996.
GENERAL AND ADMINISTRATIVE
General and administrative expenses for the three months ended December 31, 1997
were $660,000 compared to $495,000 for the three months ended December 31, 1996,
an increase of 33.3%. For the nine months ended December 31, 1997, general and
administrative expenses rose 78.9%, to $1.7 million, up from $960,000 for the
nine month period ended December 31, 1996. These increases were attributable
primarily to increased salaries and benefits related to headcount increases, as
well as additional recruiting and accounting expenses and other costs associated
with being a public company. General and administrative expenses as a percentage
of revenues increased to 5.0% for the three months ended December 31, 1997 from
4.9% for the three months ended December 31, 1996. As a percentage of revenues,
general and administrative expenses increased to 5.2% for the nine month period
ended December 31, 1997 from 4.9% for the nine month period ended December 31,
1996.
OTHER INCOME, NET
Other income, net, for the three months ended December 31, 1997 increased to
$157,000 compared to $30,000 for the three months ended December 31, 1996. For
the nine months ended December 31, 1997, other income, net, increased to
$819,000 from the $109,000 for the nine months ended December 31, 1996. These
increases resulted from higher interest income earned on higher cash balances
due primarily to the investment of proceeds from the Company's initial public
offering.
INCOME TAX EXPENSE
The effective tax rate for the three months and the nine months ended December
31, 1997 was 1.7% and 2.0% respectively, which is less than the combined federal
and state statutory rate of approximately 40% due to the use of net operating
loss carryforwards. Income tax expense for the three months and nine
<PAGE> 13
months ended December 31, 1997 was approximately $20,000 and $64,000,
respectively. For the three and nine month periods ended December 31, 1996,
income tax expense totaled $75,000 for both periods.
LIQUIDITY AND CAPITAL RESOURCES
The Company has funded its operations to date through sales of equity and debt
securities, bank borrowings, capital equipment leases and revenues from product
sales. The Company completed its initial public offering in June 1997, and
raised approximately $37.8 million, net of offering expenses. As of December 31,
1997, the Company had working capital of approximately $41.1 million, including
$20.1 million in cash and cash equivalents.
Cash used by operating activities for the nine months ended December 31, 1997
was $15.4 million. The cash used by operating activities was primarily
attributable to an increase in inventories and accounts receivable, partially
offset by net income of $3.1 million and an increase in accounts payables of
$2.2 million. The $1.6 million in cash used by operating activities for the nine
months ended December 31, 1996 was attributable primarily to a $3.2 million
increase in inventories, partially offset by increases in accounts payable and
accrued liabilities.
The $16.0 million of cash used by investing activities for the nine months ended
December 31, 1997 was related primarily to expenditures associated with the
construction of the Company's GaAs HBT wafer fabrication facility, and for wafer
fabrication and general corporate capital equipment requirements. The $2.3
million of cash used by investing activities for the nine months ended December
31, 1996 was used for the purchase of capital equipment.
The $49.3 million of cash provided by financing activities for the nine months
ended December 31, 1997 related primarily to the issuance of common stock in the
Company's initial public offering, totaling $37.8 million, as well as a
reduction in restricted cash of $12.3 million set aside for the purchase of
wafer fabrication-related expenditures. The $15.4 million of cash provided by
financing activities for the nine months ended December 31, 1996 related
primarily to the net proceeds from long-term debt and proceeds from the issuance
of preferred stock offset by an increase in restricted cash.
The Company believes that its current cash and cash equivalent balances,
together with cash anticipated to be generated from sales revenues and financing
arrangements, will satisfy the Company's projected working capital and capital
expenditure requirements through the end of fiscal 1998. However, the Company
expects that it may need to raise additional equity or debt financing during
fiscal 1999 to finance a portion of the cost of the new fabrication facility and
other corporate requirements. There can be no assurance that additional
financing will not be required prior to such time, or that any additional equity
financing will not be dilutive to the holders of the Company's common stock.
Further, there can be no assurance that additional equity or debt financing, if
required, will be available on acceptable terms or at all.
FACTORS AFFECTING FUTURE RESULTS
RISKS AND UNCERTAINTIES
The preceding Management's Discussion and Analysis of Financial Condition and
Results of Operations contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934 that relate to the Company's future plans,
<PAGE> 14
objectives, estimates and goals. These statements are subject to numerous risks
and uncertainties, including probable variability in the Company's quarterly
operating results, dependence on a limited number of customers, manufacturing
capacity constraints, dependence on TRW Inc. as a supplier of GaAs HBT wafers,
risks associated with the Company's on-going construction and proposed operation
of a wafer fabrication facility, and economic turmoil in Korea and other
Asian-Pacific countries or other areas of the world, as well as other risks.
These and other risks and uncertainties are described in the Company's
Prospectus dated June 3, 1997, included in the Company's Registration Statement
on Form S-1 (File No. 333-22625). These risks and uncertainties could cause
actual results and developments to be materially different from those expressed
or implied by any of the forward-looking statements included herein.
PART II - OTHER INFORMATION
ITEM 2: CHANGES IN SECURITIES AND USE OF PROCEEDS
Effective Date of the Company's
Registration Statement: June 3, 1997
Commission File Number: 333-22625
Date the Offering Commenced: June 3, 1997
Names of Managing Underwriters: NationsBanc Montgomery
Securities, LLC
Hambrecht & Quist
Oppenheimer & Co., Inc.
Class of Securities Registered: Common Stock
Amount Registered by Company: 3,455,550 shares
Amount Registered by Selling Shareholders: 37,000 shares
Amount Sold by Company: 3,000,000 shares (6/6/97)
455,550 shares (6/12/97)
Amount Sold by Selling Shareholders: 37,000 shares
Aggregate Price of Offering Amount
Registered and Sold by Selling Shareholders: $ 444,000
Aggregate Price of Offering Amount
Registered and Sold by Company: $41,466,600
Underwriting Discounts and
Commissions Paid by Company (1): $ 2,902,662
Finder's Fees: $ 0
Expenses Paid to or for Underwriters: $ 0
Other Expenses Paid by Company (1)(2): $ 808,000
<PAGE> 15
Total Expenses Paid by Company (1)(2): $ 3,710,662
Net Offering Proceeds to Company: $37,755,938
Use of Net Offering Proceeds:
<TABLE>
<CAPTION>
PAYMENTS TO DIRECTORS,
OFFICERS, 10% SHAREHOLDERS, PAYMENTS
TYPES OF USE AND AFFILIATES OF ISSUER (3) TO OTHERS (3)
<S> <C> <C>
Construction of Plant, Building, and Facilities $0 $5,977,800
Purchase/Install of Machinery and Equipment $0 $16,878,500
Purchase of Real Estate $0 $1,933,900
Acquisition of Other Businesses $0 $0
Repayment of Indebtedness $0 $645,000
Officers/Directors Compensation $492,400 $0
Product Development $0 $5,095,200
Sales, Marketing, and Administration $0 $4,581,400
Working Capital $1,613,800 $537,900
Temporary Investments - Treasury Bills $0 $0
TOTAL $2,106,200 $35,649,700
</TABLE>
(1) Does not include any direct or indirect payments to directors,
officers, general partners of the issuer or their associates; to
persons owning ten percent (10%) or more of any class of equity
securities of the issuer; or to affiliates of the issuer.
(2) This amount represents a reasonable estimate.
(3) All amounts shown are a reasonable estimate.
ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit 27.1 Financial Data Schedule
(b) Report on Form 8-K
The Company did not file any reports on 8-K during the three months ended
December 31, 1997.
<PAGE> 16
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.
RF Micro Devices, Inc.
Dated: February 10, 1998 /s/ David A. Norbury
----------------------------
DAVID A. NORBURY
President and Chief
Executive Officer
(Principal Executive Officer)
Dated: February 10, 1998 /s/ William A. Priddy, Jr.
-----------------------------
WILLIAM A. PRIDDY, JR.
Vice President, Finance and
Administration and
Chief Financial Officer
(Principal Financial and
Accounting Officer)
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONDENSED BALANCE SHEET AS OF DECEMBER 31, 1997 AND THE CONDENSED STATEMENT OF
OPERATIONS FOR THE NINE MONTHS ENDED DECEMBER 31, 1997 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> MAR-31-1998
<PERIOD-START> APR-01-1997
<PERIOD-END> DEC-31-1997
<CASH> 20,118
<SECURITIES> 0
<RECEIVABLES> 7,530
<ALLOWANCES> 0
<INVENTORY> 24,093
<CURRENT-ASSETS> 51,799
<PP&E> 17,104
<DEPRECIATION> 1,696
<TOTAL-ASSETS> 91,389
<CURRENT-LIABILITIES> 10,719
<BONDS> 0
0
0
<COMMON> 79,703
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 91,389
<SALES> 32,716
<TOTAL-REVENUES> 32,716
<CGS> 30,355
<TOTAL-COSTS> 30,355
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 3,180
<INCOME-TAX> 64
<INCOME-CONTINUING> 3,116
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,116
<EPS-PRIMARY> .25
<EPS-DILUTED> .20
</TABLE>
