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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
Commission File Number 0-24414
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NOTIFICATION OF LATE FILING
(Check One): [ ] Form 10-K [ ] Form 11-K [ ] Form 20-F [ X ] Form 10-Q
[ ] Form N-SAR
For Period Ended: February 28, 1998
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[ ] Transition Report on Form 10-K [ ] Transition Report on Form 10-Q
[ ] Transition Report on Form 20-F [ ] Transition Report on Form N-SAR
[ ] Transition Report on Form 11-K
For the Transition Period Ended:
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Read attached instruction sheet before preparing form. Please print or type.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify Item(s) to which the notification relates:
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Part I. REGISTRANT INFORMATION
Full name of registrant RF Monolithics, Inc.
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Former name if applicable
N/A
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Address of principal executive office (Street and number)
4347 Sigma Rd.
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City, State and Zip Code Dallas, TX 75244
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PART II. RULE 12B-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check appropriate box.)
[ X ] (a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
[ X ] (b) The subject annual report, semi-annual report, transition report on
Form 10-K, 20-F, 11-K or Form N-SAR, or portion thereof will be filed on
or before the 15th calendar day following the prescribed due date; or the
subject quarterly report or transition report on Form 10-Q, or portion
thereof will be filed on or before the fifth calendar day following the
prescribed due date; and
[ ] (c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
Part III. Narrative
State below in reasonable detail the reasons why Form 10-K, 11-K, 20-F,
10-Q, N-SAR or the transition report portion thereof could not be filed within
the prescribed time period. (Attach extra sheets if needed.)
Additional time will be needed for the Registrant's management,
counsel and accountants to complete the preparation and review of the
Registrant's Report on Form 10-Q for the period ended February 28,
1998. The additional time required to prepare and review the
Registrant's Report on Form 10-Q is necessary to incorporate a
subsequent event into the Report. This event occurred less than one
week before the due date.
PART IV. OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Sam L. Densmore (972) 233-2903
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(Name) (Area Code)(Telephone number)
(2) Have all other periodic reports required under Sections 13 or 15(d) of
the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is no,
identify report(s).
[ X ] Yes [ ] No
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(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
[ X ] Yes [ ] No
If so, attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
RF Monolithics, Inc.
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(Name of registrant as specified in charter)
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date April 15, 1998 By /s/ Sam L. Densmore
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Name: Sam L. Densmore
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Title: President and Chief Executive Officer
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INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).
GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 of the General Rules and Regulations
under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and amendments
thereto must be completed and filed with the Securities and Exchange Commission,
Washington, D.C. 20549, in accordance with Rule 0-3 of the General Rules and
Regulations under the Act. The information contained in or filed with the Form
will be made a matter of public record in the Commission files.
3. A manually signed copy of the form and amendments thereto shall be filed
with each national securities exchange on which any class of securities of the
registrant is registered.
4. Amendments to the notifications must also be filed on form 12b-25 but need
not restate information that has been correctly furnished. The form shall be
clearly identified as an amended notification.
5. Electronic Filers. This form shall not be used by electronic filers unable
to timely file a report solely due to electronic difficulties. Filers unable to
submit a report within the time period prescribed due to difficulties in
electronic filing should comply with either Rule 201 or Rule 202 of Regulation
S-T or apply for an adjustment in filing date pursuant to Rule 13(b) of
Regulation S-T.
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PART IV. QUESTION (3)
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The Registrant anticipates that the earnings statement to be reported in the
Form 10-Q will contain significant changes from its results of operations for
the periods ended February 28, 1998 (the "current period") as compared to its
results of operations for the period ended February 29, 1997 (the "comparable
quarter"). An explanation of these changes in quarterly results is set forth in
the Registrant's press release dated March 18, 1998, announcing quarterly
results for the period ended February 28, 1998 and in the Registrant's press
release dated April 15, 1998, announcing the occurrence of a subsequent event
for the period ended February 28, 1998, both of which are attached hereto as
exhibits and incorporated by reference herein.
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INDEX TO EXHIBIT
EXHIBIT NUMBER DESCRIPTION PAGE
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A Press Release dated March 18, 1998 6
B Press Release dated April 15, 1998 9
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EXHIBIT A
RF MONOLITHICS REPORTS 54% INCREASE IN SECOND QUARTER NET INCOME
Sales Up 24% Year-Over-Year
DALLAS, TEXAS (MARCH 18, 1998) RF MONOLITHICS, INC. (NASDAQ: RFMI) today
reported net income for the second quarter ended February 28, 1998 increased 54%
to $1,055,000 or $.18 per diluted share, compared to $684,000, or $.12 per
diluted share, for the second quarter of the prior year. Net income for the six
months ended February 28, 1998 was $2,088,000, or $.35 per diluted share,
compared to $1,284,000, or $.23 per diluted share, for the prior period.
Sales for the second quarter ended February 28, 1998 increased 24% to
$13,214,000, compared to $10,695,000 for the second quarter of the prior year.
Sales for the six month period ended February 28, 1998 increased 26% to
$26,096,000 compared to $20,772,000 for the six months ended February 28, 1997.
The increase in sales for the second quarter and the six months year-to-date was
due primarily to increased sales in both the filter and low-power component
product areas.
Sam L. Densmore, President and CEO of RF Monolithics, Inc. commented on the
quarter. "We are pleased to report increased second quarter sales and income,
especially during a traditionally slow period. More importantly, the transition
of our sales towards value added products continues and reflects the positive
results of our sales, marketing and development teams and the ability of our
manufacturing organization to meet these challenging demands."
RFM, headquartered in Dallas, Texas is a leading developer, manufacturer and
supplier of a broad range of radio frequency components and modules based on
surface acoustic wave technology for the automotive, computer, consumer,
industrial and telecommunications markets worldwide.
This news release contains forward-looking statements that involve risks and
uncertainties, including timely development, acceptance and pricing of new
products, the potential transition to value added products, the impact of
competitive products and pricing, general economic conditions as they affect the
Company's customers, as well as the other risks detailed from time to time in
the Company's SEC reports, including the report on Form 10-K for the year ended
August 31, 1997.
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PAGE 2 OF 3 RFM FINANCIAL NEWS RELEASE
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RF MONOLITHICS, INC.
CONDENSED STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
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<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
FEBRUARY 28, FEBRUARY 28, FEBRUARY 28, FEBRUARY 28,
1998 1997 1998 1997
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(UNAUDITED) (UNAUDITED)
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SALES $13,214 $10,695 $26,096 $20,772
COST OF SALES 7,889 6,422 15,523 12,512
GROSS PROFIT 5,325 4,273 10,573 8,260
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RESEARCH AND 1,313 969 2,780 1,883
DEVELOPMENT
SALES AND 1,476 1,431 2,870 2,788
MARKETING
1,627 1,478
GENERAL AND 899 778
ADMINISTRATIVE
OPERATING EXPENSES 3,688 3,178 7,277 6,149
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INCOME FROM OPERATIONS 1,637 1,095 3,296 2,111
OTHER INCOME 15 8 22 (40)
(EXPENSE), NET
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INCOME BEFORE INCOME TAXES 1,652 1,103 3,318 2,071
INCOME TAX 597 419 1230 787
EXPENSE
NET INCOME $ 1,055 $ 684 $ 2,088 $ 1,284
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EARNINGS PER
SHARE:
BASIC $.19 $.13 $.38 $.24
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DILUTED $.18 $.12 $.35 $.23
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WEIGHTED
AVERAGE COMMON
SHARES OUTSTANDING:
BASIC 5,586 5,380 5,553 5,356
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DILUTED 5,968 5,687 6,001 5,644
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PAGE 3 OF 3 RFM FINANCIAL NEWS RELEASE
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RF MONOLITHICS, INC.
CONDENSED BALANCE SHEETS
(IN THOUSANDS)
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FEBRUARY 28, AUGUST 31,
1998 1997
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<S> <C> <C>
(UNAUDITED)
ASSETS
CASH, CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS $ 5,927 $ 5,969
ACCOUNTS RECEIVABLE, NET 9,957 9,517
INVENTORIES 6,569 4,934
OTHER CURRENT ASSETS 1,874 1,708
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TOTAL CURRENT ASSETS 24,327 22,128
NET PROPERTY AND EQUIPMENT 14,510 13,694
DEFERRED TEXAS AND OTHER ASSETS 1,036 1,538
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TOTAL $39,873 $37,360
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LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES $ 7,758 $ 7,454
LONG-TERM DEBT 1,378 1,911
TOTAL LIABILITIES 9,136 9,365
STOCKHOLDERS' EQUITY 30,737 27,995
TOTAL $39,873 $37,360
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EXHIBIT B
RF MONOLITHICS, INC. SETTLES LAWSUIT
DALLAS - April 15, 1998 - RF Monolithics, Inc. (RFM) [NASDAQ: RFMI] today
announced that the lawsuit filed against RFM by Timekeeping Systems, Inc.
(Timekeeping) has settled. As previously disclosed, a lawsuit was filed against
RFM in June 1996 by Timekeeping alleging a claim of breach of contract and
asserting damages in excess of several million dollars. The case was scheduled
to go to trial in April 1998 in the United States District Court for the
Northern District of Ohio. On April 14, 1998 RFM executed a Settlement
Agreement and Mutual Release, which includes a mutual nondisparagement
provision. An order dismissing the case has been entered. In connection with
the settlement, RFM, without admitting liability, has agreed to pay Timekeeping
a lump sum payment.
In accordance with generally accepted accounting principles an additional
$500,000 in litigation related expenses (which includes the lump sum payment)
was accrued in the quarter ended February 28, 1998. As a result, earnings per
diluted share for the second quarter was $.12 per share, in comparison to $.12
per diluted share for the comparative quarter of the prior year. Earnings per
diluted share for the six months ended February 28, 1998 was $.30, compared to
$.23 for the prior year. Current year earnings per diluted share amounts were
reduced from previously announced results by $.06 due to the litigation related
accruals. Details concerning litigation expense are contained in the Company's
Form 10-Q filed with the Securities Exchange Commission.
"We are pleased to have the litigation matter resolved," commented Sam Densmore,
President and CEO of RF Monolithics, Inc. "Expenses related to this matter were
$61,000 in our first quarter and $580,000 in our second quarter. We will now
devote all of our attention and resources to enhancing sales and income."
Except for the historical information contained herein, this news release
contains forward-looking statements that involve risks and uncertainties,
including timely development, acceptance and pricing of new products, product
mix, the impact of competitive products and pricing, general economic conditions
as they affect the Company's customers, as well as the other risks detailed from
time to time to the Company's SEC reports, including the report on Form 10-K for
the year ended August 31, 1997.
RFM, headquartered in Dallas, Texas is a leading developer, manufacturer and
supplier of a broad range of radio frequency components and modules based on
surface acoustic wave technology for the automotive, computer, consumer,
industrial and telecommunications markets worldwide.
