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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-Q/A
Amendment No. 1
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED DECEMBER 25, 1999
COMMISSION FILE NUMBER: 0-22511
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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 February 1, 2000, there were 79,809,699 shares of the registrant's
common stock outstanding.
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EXPLANATORY NOTE
We are amending our Quarterly Report on Form 10-Q for the quarter ended
December 31, 1999 to correct a printer error that appears in the table on page
10 of this report under the caption "Management's Discussion and Analysis of
Financial Condition and Results of Operations -- Results of Operations." In this
table, the percentages of revenues for "Total Operating Costs and Expenses" for
the three months ended December 31, 1998 (indicated as 74.8% in the original
report) and the nine months ended December 31, 1999 (indicated as 83.2% in the
original report) were mistakenly transposed; in fact, total operating costs and
expenses represented 83.2% of revenues for the three months ended December 31,
1998 and 74.8% of revenues for the nine months ended December 31, 1999. The
error occurred when the printers' conversion software did not accurately convert
the financial numbers in the file we supplied to the printers. Set forth below
is page 10 of our Form 10-Q with this error corrected.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
INTRODUCTION
We design, develop, manufacture and market proprietary radio frequency
integrated circuits, or RFICs, for wireless communications applications such as
cellular and personal communication services, cordless telephony, wireless local
area networks, wireless local loop, industrial radios, wireless security and
remote meter reading. We offer a broad array of products -- including
amplifiers, mixers, modulators/demodulators and single chip transmitters,
receivers and transceivers -- that represent a substantial majority of the RFICs
required in wireless subscriber equipment. We design and offer products using
three distinct process technologies: gallium arsenide heterojunction bipolar
transistor, or GaAs HBT; silicon bipolar transistor; and, to a lesser extent,
gallium arsenide metal semiconductor field effect transistor, or GaAs MESFET. We
have also recently begun to design products using the silicon germanium process
technology.
We began manufacturing our own GaAs HBT products at our new wafer
fabrication facility in September 1998, and we are now concentrating our efforts
on increasing our manufacturing capacity to satisfy customer demand for GaAs HBT
products, which is currently greater than we can meet. In September 1999, we
began construction on a second wafer fabrication facility. Before September
1998, TRW Inc., which is our largest shareholder, manufactured all of our GaAs
HBT products. TRW has granted us a perpetual non-royalty bearing license to use
its GaAs HBT process to design and manufacture products for commercial wireless
applications. In November 1999, we expanded our license with TRW to cover
certain wired applications. Our GaAs HBT power amplifiers and small signal
devices have been designed into advanced subscriber equipment made by leading
original equipment manufacturers, or OEMs, such as Nokia Mobile Phones Ltd., LG
Information and Communications, Ltd., Hyundai Electronics Industries Co. Ltd.,
Samsung Electronics Co., Ltd., and Motorola, Inc. Through a delivery strategy
called Optimum Technology Matching(R), we also offer silicon, silicon germanium,
and GaAs MESFET components to complement our GaAs HBT products. Optimum
Technology Matching(R) allows us to offer RFIC solutions, on a
component-by-component basis, that best fulfill OEMs' performance, cost and
time-to-market requirements.
RESULTS OF OPERATIONS
The following table sets forth our consolidated statement of operations
data expressed as a percentage of total revenues for the periods indicated:
THREE MONTHS ENDED NINE MONTHS ENDED
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DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31,
1999 1998 1999 1998
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Revenues...................................... 100.0% 100.0% 100.0% 100.0%
Operating costs and expenses:
Cost of goods sold.......................... 51.3 64.9 53.9 66.7
Research and development.................... 12.4 9.1 11.0 10.1
Marketing and selling....................... 7.4 6.5 6.7 7.7
General and administrative.................. 3.6 2.7 3.2 3.2
----- ----- ----- -----
Total operating costs and
expenses.......................... 74.7 83.2 74.8 87.7
Income from operations........................ 25.3 16.8 25.2 12.3
Other income (expense), net................... 1.1 (.5) 1.5 (.3)
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Income before income taxes.................... 26.4 16.3 26.7 12.0
Income tax expense............................ (9.3) (2.8) (9.4) (2.0)
----- ----- ----- -----
Net income.................................... 17.2% 13.5% 17.4% 10.0%
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REVENUES
Revenues increased 76.2% to $73.2 million for the three months ended
December 31, 1999 from $41.5 million for the three months ended December 31,
1998. The increase in revenues during the three months ended December 31, 1999
reflected strong growth in both the GaAs HBT product line (a 73.7% increase over
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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.
/s/ DAVID A. NORBURY
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David A. Norbury
President and Chief Executive Officer
(Principal Executive Officer)
Dated: February 15, 2000
/s/ WILLIAM A. PRIDDY, JR.
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William A. Priddy, Jr.
Vice President, Finance and
Administration
and Chief Financial Officer
(Principal Financial and Accounting
Officer)
Dated: February 15, 2000