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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
JULY 20, 1999 (Date of earliest event reported) 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)
(Zip code)
(336) 664-1233
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS
On July 20, 1999, RF Micro Devices, Inc. issued a press release that
included the announcement that its board of directors had approved, subject to
shareholder approval of a pending proposal to increase the Company's authorized
common stock, a two-for-one stock split of the Company's common stock to be
effected by a 100% share dividend payable on or around August 18, 1999 to
shareholders of record on August 2, 1999. A copy of this press release is
attached as Exhibit 99.1.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
The following exhibit is filed herewith:
Exhibit No. Description of Exhibit
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99.1 Press Release dated July 20, 1999
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SIGNATURE
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.
By: /s/ William A. Priddy, Jr.
------------------------------------------
William A. Priddy, Jr.
Vice President and Chief Financial Officer
Date: July 21, 1999
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EXHIBIT 99.1
RF Micro Devices, Inc. Announces First Quarter Result and Two-for-one Stock
Split
GREENSBORO, N.C.--July 20, 1999--RF Micro Devices, Inc. (Nasdaq: RFMD), a
leading provider of proprietary radio frequency integrated circuits (RFICs) for
wireless communications applications, today reported financial results for its
first quarter of fiscal 2000.
Revenues for the quarter were approximately $62.0 million, an increase of 165%
over revenues of $23.4 million for the corresponding quarter of fiscal 1999 and
an increase of 10% over the previous quarter's revenues of $56.5 million. The
increase in sequential revenues was primarily attributable to increased
shipments from the Company's wafer fab in response to continued strong demand
for RFICs in the cellular and PCS handset market.
Gross profit for the quarter rose to $26.4 million, versus $7.8 million for the
corresponding quarter of fiscal 1999, and increased 23% sequentially over gross
profit of $21.4 million for the quarter ended March 31, 1999. The gross profit
margin for the quarter increased sequentially 470 basis points to 42.6% from
37.9%. The primary reason for the gross margin expansion was a proportional
increase in lower cost output from the Company's GaAs HBT wafer fab facility.
Net income for the quarter was $10.4 million, or $0.25 per diluted share, based
on a tax rate of 35%, compared to net income of $1.7 million, or $0.05 per
diluted share, for the first quarter of fiscal 1999, and net income of $9.9
million, or $0.25 per diluted share, for the fourth quarter of fiscal 1999,
based on a tax rate of 22.7%. Diluted shares outstanding for the three months
ended June 30, 1999 were 42.3 million compared to 40.3 million for the three
months ended March 31, 1999. The increase in share count for the quarter ended
June 30, 1999 was caused primarily by including the dilutive effect of the full
amount of shares issued in the Company's secondary stock offering completed on
January 21, 1999.
Comments From Management
David Norbury, President and Chief Executive Officer, stated, "Demand was again
strong for the quarter, resulting in record orders. Orders from and shipments to
our largest customer were at an all-time high, while sales to this customer
decreased as a percentage of total sales.
"Significantly, Motorola emerged as our second largest customer in bookings for
the quarter. We now have more production sockets with Motorola than with any
other customer. RFMD products are now in production or will shortly be going
into production in Motorola cellular handsets, an iDEN handset, two-way pagers,
digital base stations, wireless local loop and fixed wireless terminals, cable
access units, and digital and analog industrial radios. The mix of products
supplied into these applications includes general purpose and power amplifiers,
integrated receiver ICs, upconverters, modulators and demodulators. Process
technologies involved include gallium arsenide HBT, gallium arsenide MESFET and
silicon bipolar.
"Operationally, capacity expansion efforts that we announced last quarter are
going very well. The first multi-wafer Molecular Beam Epitaxial (MBE) reactor
has been moved into the new facility and is
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expected shortly to begin producing wafers. Also, we have been pleased with the
results of our efforts to increase output from our GaAs HBT fab.
"To address the critical need for design resources, we opened two design centers
during the quarter, one in Scotts Valley, CA and one in Cedar Rapids, IA. Each
of these centers has a highly competent and enthusiastic staff that will
contribute significantly to RFMD's ability to capture new business. We're happy
to have them on board. We anticipate that other centers will be announced later
this year."
Stock Split
Norbury concluded, "Finally, I am pleased to announce that our Board of
Directors has approved a two-for-one stock split. The stock split is conditioned
upon approval at the Company's annual shareholders meeting on July 27, 1999 of a
proposed amendment to the Company's articles of incorporation to increase the
Company's authorized common stock to 150 million shares. The stock split will be
effected as a 100% stock dividend. Shareholders of record on August 2, 1999 will
be issued a certificate representing one additional share of common stock for
each share of common stock held on the record date. The additional shares will
be mailed or delivered on or about August 18, 1999 by the Company's transfer
agent, First Union Shareholder Services. Upon completion of the split, the
Company will have approximately 79.1 million shares outstanding."
RF Micro Devices, Inc., an ISO 9001 certified manufacturer, designs, develops,
manufactures and markets proprietary RFICs for wireless communications
applications such as cellular and PCS phones, cordless phones, wireless LANs,
wireless local loop handsets, industrial radios, wireless security systems and
remote meter readers. The Company offers a broad array of products -- including
amplifiers, mixers, modulators/demodulators, and single-chip receivers,
transmitters and transceivers -- that represent a substantial majority of the
RFICs required in wireless subscriber equipment. The Company's strategy is to
focus on wireless markets by offering a broad range of standard and custom
designed RFICs in order to position itself as a "one-stop" solution for its
customers' RFIC needs. RF Micro Devices, Inc. is traded on the Nasdaq National
Market under the symbol RFMD.
This press release contains forward-looking statements that relate to the
Company's plans, objectives, estimates and goals. Words such as "expects,"
"anticipates," "intends," "plans," "believes," and "estimates," and variations
of such words and similar expressions identify such forward-looking statements.
The Company's business is subject to numerous risks and uncertainties, including
probable variability in the Company's quarterly operating results, manufacturing
capacity constraints, risks associated with the Company's operation of a wafer
fabrication facility, dependence on a limited number of customers, variability
in production yields, the Company's ability to manage rapid growth, dependence
on third parties and risks associated with doing business in Asia and other
areas of the world. These and other risks and uncertainties, which are described
in more detail in the Company's Annual Report on Form 10-K filed with the
Securities and Exchange Commission, could cause actual results and developments
to be materially different from those expressed or implied by any of these
forward-looking statements.
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RF Micro Devices, Inc.
Statement of Operations
(In Thousands)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
June 30,
1999 1998
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<S> <C> <C>
Total Revenue $62,048 $23,441
Costs and expenses:
Cost of goods sold 35,645 15,603
Research and development 6,038 2,777
Marketing and selling 3,632 2,176
General and administrative 1,907 868
------- -------
Total costs and expenses $47,222 $21,424
Operating income $14,825 $ 2,017
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Other income, net 1,203 156
Income before income taxes $16,028 $ 2,173
------- -------
Income taxes 5,610 500
Net income $10,418 $ 1,673
======================
Net income per share $ 0.25 $ 0.05
======================
Diluted shares outstanding 42,334 34,132
</TABLE>
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RF Micro Devices, Inc.
Condensed Consolidated Balance Sheets
(In Thousands)
<TABLE>
<CAPTION>
(Unaudited) (Audited)
June 30, March 31,
1999 1999
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<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $124,930 $147,545
Accounts receivable, net 32,994 23,697
Inventories 28,560 27,335
Current deferred tax asset 900 898
Other current assets 229 243
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Total current assets 187,613 199,718
Property and equipment, net 92,452 67,431
Technology license 3,024 3,078
Restricted cash 3,860 3,860
Non-current deferred tax asset 1,088 1,088
Other assets 582 583
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Total assets $288,619 $275,758
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LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Accounts payable and accruals $ 25,400 $ 24,700
Taxes payable 5,289 2,854
Current obligations under capital leases 4,277 4,246
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Total current liabilities 34,966 31,800
Long-term debt, less current maturities -- --
Obligations under capital
leases, less current maturities 11,556 12,587
Non-current deferred tax liability 465 465
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Total liabilities 46,987 44,852
Preferred Stock -- --
Shareholders' equity 241,632 230,906
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Total liabilities and shareholders' equity $288,619 $275,758
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</TABLE>
Contact:
RF MICRO DEVICES, Greensboro
Dean Priddy, 336/664-1233
or
Financial Relations Board:
General info.: Doug Delieto, 212/661-8030
Analyst info.: Elizabeth Eakley, 212/661-8030
Media info.: Claudine Cornelis, 212/661-8030
