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EXCEL - IDEA: XBRL DOCUMENT - RF MICRO DEVICES INC | Financial_Report.xls |
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EX-10.1 - EX-10.1 - RF MICRO DEVICES INC | g27283aexv10w1.htm |
EX-31.2 - EX-31.2 - RF MICRO DEVICES INC | g27283aexv31w2.htm |
EX-32.2 - EX-32.2 - RF MICRO DEVICES INC | g27283aexv32w2.htm |
EX-31.1 - EX-31.1 - RF MICRO DEVICES INC | g27283aexv31w1.htm |
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
þ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended July 2, 2011
or
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
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.) |
7628 Thorndike Road | ||
Greensboro, North Carolina | 27409-9421 | |
(Address of principal executive offices) | (Zip Code) |
(336) 664-1233
(Registrants telephone number, including area code)
(Registrants 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 þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its
corporate Web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months
(or for such shorter period that the registrant was required to submit and post such files).
Yes þ No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated
filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
Large accelerated filer þ
|
Accelerated filer o | Non-accelerated filer o | Smaller reporting company o | |||
(Do not check if a smaller reporting company) |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act).
Yes o No þ
As of July 25, 2011, there were 276,362,544 shares of the registrants common stock outstanding.
RF MICRO DEVICES, INC. AND SUBSIDIARIES
INDEX
2
Table of Contents
PART I FINANCIAL INFORMATION
ITEM 1.
RF MICRO DEVICES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited)
July 2, | April 2, | |||||||
2011 | 2011 | |||||||
ASSETS |
||||||||
Current assets: |
||||||||
Cash and cash equivalents |
$ | 122,665 | $ | 131,760 | ||||
Restricted cash |
410 | 422 | ||||||
Short-term investments (Note 7) |
132,972 | 159,881 | ||||||
Accounts receivable, less allowance of $800 as of July 2, 2011
and April 2, 2011 |
115,655 | 120,375 | ||||||
Inventories (Note 3) |
163,207 | 149,813 | ||||||
Prepaid expenses |
9,024 | 6,960 | ||||||
Other receivables |
14,420 | 10,218 | ||||||
Other current assets (Note 6) |
23,182 | 20,730 | ||||||
Total current assets |
581,535 | 600,159 | ||||||
Property and equipment, net of accumulated depreciation of $555,101 at
July 2, 2011 and $541,318 at April 2, 2011 |
214,830 | 209,478 | ||||||
Goodwill |
95,628 | 95,628 | ||||||
Intangible assets, net |
79,082 | 83,685 | ||||||
Long-term investments (Note 1 and Note 7) |
2,762 | 2,694 | ||||||
Other non-current assets (Note 6) |
32,994 | 33,749 | ||||||
Total assets |
$ | 1,006,831 | $ | 1,025,393 | ||||
LIABILITIES AND SHAREHOLDERS EQUITY |
||||||||
Current liabilities: |
||||||||
Accounts payable |
$ | 88,559 | $ | 89,490 | ||||
Accrued liabilities |
44,594 | 41,483 | ||||||
Current portion of long term debt, net of unamortized discount (Note 5) |
45,436 | 3,852 | ||||||
Other current liabilities (Note 6) |
207 | 112 | ||||||
Total current liabilities |
178,796 | 134,937 | ||||||
Long-term debt, net of unamortized discount (Note 5) |
113,694 | 177,343 | ||||||
Other long-term liabilities (Note 6) |
34,379 | 36,758 | ||||||
Total liabilities |
326,869 | 349,038 | ||||||
Shareholders equity: |
||||||||
Preferred stock, no par value; 5,000 shares authorized; no shares issued and
outstanding |
| | ||||||
Common stock, no par value; 500,000 shares authorized; 275,926 and 275,376
shares issued and outstanding at July 2, 2011 and April 2, 2011,
respectively |
957,525 | 966,764 | ||||||
Additional paid-in capital |
280,809 | 276,964 | ||||||
Accumulated other comprehensive income, net of tax |
463 | 393 | ||||||
Accumulated deficit |
(558,835 | ) | (567,766 | ) | ||||
Total shareholders equity |
679,962 | 676,355 | ||||||
Total liabilities and shareholders equity |
$ | 1,006,831 | $ | 1,025,393 | ||||
See accompanying Notes to Condensed Consolidated Financial Statements.
3
Table of Contents
RF MICRO DEVICES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share data)
(Unaudited)
Three Months Ended | ||||||||
July 2, 2011 | July 3, 2010 | |||||||
Revenue |
$ | 214,191 | $ | 273,842 | ||||
Operating costs and expenses: |
||||||||
Cost of goods sold |
136,023 | 171,435 | ||||||
Research and development |
36,584 | 36,101 | ||||||
Marketing and selling |
15,025 | 14,368 | ||||||
General and administrative |
11,530 | 11,070 | ||||||
Other operating expense |
176 | 309 | ||||||
Total operating costs and expenses |
199,338 | 233,283 | ||||||
Income from operations |
14,853 | 40,559 | ||||||
Interest expense |
(3,016 | ) | (5,486 | ) | ||||
Interest income |
134 | 365 | ||||||
Loss on retirement of convertible
subordinated notes (Note 5) |
(778 | ) | | |||||
Other income (Note 1) |
238 | 806 | ||||||
Income before income taxes |
11,431 | 36,244 | ||||||
Income tax expense (Note 6) |
(2,500 | ) | (7,903 | ) | ||||
Net income |
$ | 8,931 | $ | 28,341 | ||||
Net income per share (Note 2): |
||||||||
Basic |
$ | 0.03 | $ | 0.10 | ||||
Diluted |
$ | 0.03 | $ | 0.10 | ||||
Shares used in per share calculation: |
||||||||
Basic |
275,928 | 270,340 | ||||||
Diluted |
283,310 | 277,933 |
See accompanying Notes to Condensed Consolidated Financial Statements.
4
Table of Contents
RF MICRO DEVICES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
Three Months Ended | ||||||||
July 2, 2011 | July 3, 2010 | |||||||
Cash flows from operating activities: |
||||||||
Net income |
$ | 8,931 | $ | 28,341 | ||||
Adjustments to reconcile net income to net cash
provided by operating activities: |
||||||||
Depreciation |
14,594 | 16,471 | ||||||
Amortization and other non-cash items |
6,938 | 8,973 | ||||||
Excess tax benefit from exercises of stock options |
(7 | ) | | |||||
Deferred income taxes |
1,020 | (207 | ) | |||||
Foreign currency adjustments |
(168 | ) | (495 | ) | ||||
Asset impairments (including restructuring impairments) |
| 15 | ||||||
Loss on retirement of convertible subordinated notes |
778 | | ||||||
Gain on disposal of assets, net |
(135 | ) | (109 | ) | ||||
Income from equity investment |
(68 | ) | (226 | ) | ||||
Share-based compensation expense |
5,428 | 5,311 | ||||||
Changes in operating assets and liabilities: |
||||||||
Accounts receivable, net |
4,651 | (21,520 | ) | |||||
Inventories |
(13,210 | ) | (5,533 | ) | ||||
Prepaid expense and other current and non-current assets |
(6,248 | ) | (13,680 | ) | ||||
Accounts payable and accrued liabilities |
1,442 | 19,278 | ||||||
Income tax payable/recoverable |
(4,408 | ) | 15,888 | |||||
Other liabilities |
(480 | ) | 123 | |||||
Net cash provided by operating activities |
19,058 | 52,630 | ||||||
Investing activities: |
||||||||
Purchase of property and equipment |
(19,933 | ) | (6,582 | ) | ||||
Proceeds from sale of property and equipment |
128 | 330 | ||||||
Proceeds from maturities of securities available-for-sale |
33,000 | 54,550 | ||||||
Purchase of securities available-for-sale |
(5,998 | ) | (60,920 | ) | ||||
Net cash provided by (used in) investing activities |
7,197 | (12,622 | ) | |||||
Financing activities: |
||||||||
Payment of debt |
(27,173 | ) | (11,212 | ) | ||||
Payments of no net cost loan |
| (12,900 | ) | |||||
Excess tax benefit from exercises of stock options |
7 | | ||||||
Proceeds from the issuance of common stock |
989 | 93 | ||||||
Repurchase of common stock, including transaction costs |
(5,621 | ) | | |||||
Tax withholding paid on behalf of employees for restricted stock units |
(3,682 | ) | | |||||
Restricted cash associated with financing activities |
(67 | ) | (65 | ) | ||||
Repayment of capital lease obligations |
(15 | ) | (23 | ) | ||||
Net cash used in financing activities |
(35,562 | ) | (24,107 | ) | ||||
Net (decrease) increase in cash and cash equivalents |
(9,307 | ) | 15,901 | |||||
Effect of exchange rate changes on cash |
212 | (217 | ) | |||||
Cash and cash equivalents at the beginning of the period |
131,760 | 104,778 | ||||||
Cash and cash equivalents at the end of the period |
$ | 122,665 | $ | 120,462 | ||||
See accompanying Notes to Condensed Consolidated Financial Statements.
5
Table of Contents
RF MICRO DEVICES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
The accompanying Condensed Consolidated Financial Statements of RF Micro Devices, Inc. and
Subsidiaries (together, the Company or RFMD) have been prepared in conformity with accounting
principles generally accepted in the United States. The preparation of these financial statements
requires management to make estimates and assumptions, which could differ materially from actual
results. In addition, certain information or footnote disclosures normally included in financial
statements prepared in accordance with accounting principles generally accepted in the United
States have been condensed, or omitted, pursuant to the rules and regulations of the Securities and
Exchange Commission (SEC). In the opinion of management, the financial 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 condensed consolidated financial statements should
be read in conjunction with the Companys audited consolidated financial statements and notes
thereto included in the Companys Annual Report on Form 10-K for the fiscal year ended April 2,
2011.
The Condensed Consolidated Financial Statements include the accounts of the Company and its
wholly-owned subsidiaries. All significant intercompany accounts and transactions have been
eliminated in consolidation.
The Company acquired an immaterial investment in a privately-held company in fiscal 2008 and
accounted for it under the cost method. During the third quarter of fiscal 2011, this company was
recapitalized and restructured, which increased RFMDs ownership in this company and as a result,
RFMD adopted and applied the equity method of accounting to this investment retroactively pursuant
to the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 323, Investments-Equity Method and Joint Ventures
(ASC 323).
The cumulative effect of this accounting change was immaterial to prior fiscal years
and was recorded as an equity investment in fiscal year 2011. As of July 2, 2011, the equity
investment is $0.6 million and has increased net income by approximately $0.1 million and $0.2
million for the three months ended July 2, 2011 and July 3, 2010, respectively.
The Company uses a 52- or 53-week fiscal year ending on the Saturday closest to March 31 of each
year. The first fiscal quarter of each year ends on the Saturday closest to June 30, the second
fiscal quarter of each year ends on the Saturday closest to September 30 and the third fiscal
quarter of each year ends on the Saturday closest to December 31.
6
Table of Contents
RF MICRO DEVICES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Unaudited)
2. NET INCOME PER SHARE
The following table sets forth a reconciliation of the numerators and denominators in the
computation of basic and diluted net income per share (in thousands, except per share data):
Three Months Ended | ||||||||
July 2, 2011 | July 3, 2010 | |||||||
Numerator: |
||||||||
Numerator for basic and diluted net income per
share net income available to common
shareholders |
$ | 8,931 | $ | 28,341 | ||||
Effect of dilutive securities: |
||||||||
Income impact of assumed conversions for
interest on 2010 Notes |
| 26 | ||||||
Numerator for diluted net income per share -
net income plus assumed conversion of
2010 Notes |
$ | 8,931 | $ | 28,367 | ||||
Denominator: |
||||||||
Denominator for basic net income per
share weighted average shares |
275,928 | 270,340 | ||||||
Effect of dilutive securities: |
||||||||
Employee stock options |
7,382 | 6,330 | ||||||
Assumed conversion of 2010 Notes |
| 1,263 | ||||||
Denominator for diluted net income per
share adjusted weighted average shares
and assumed conversions |
283,310 | 277,933 | ||||||
Basic net income per share |
$ | 0.03 | $ | 0.10 | ||||
Diluted net income per share |
$ | 0.03 | $ | 0.10 | ||||
In the computation of diluted net income per share for the three months ended July 2, 2011 and
July 3, 2010, outstanding stock options to purchase approximately 7.7 million shares and 15.8
million shares, respectively, were excluded because the exercise price of the options was greater
than the average market price of the underlying common stock and the effect of their inclusion
would have been anti-dilutive.
On July 1, 2010, the Company repaid the $10.0 million outstanding principal balance plus accrued
interest on the Companys 1.50% convertible subordinated notes (the 2010 Notes) and the
conversion option of these notes expired unexercised. The computation of diluted net income per
share for the three months ended July 3, 2010 includes the effect of the shares that could have
been issued upon conversion of the remaining $10.0 million balance of the Companys 2010 Notes
prior to their maturity on July 1, 2010 (a total of approximately 1.3 million shares).
The computation of diluted net income per share does not assume the conversion of the Companys
$200 million initial aggregate principal amount of 0.75% Convertible Subordinated Notes due 2012
(the 2012 Notes) or the $175 million initial aggregate principal amount of 1.00% Convertible
Subordinated Notes due 2014 (the 2014 Notes).
7
Table of Contents
RF MICRO DEVICES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Unaudited)
2. NET INCOME PER SHARE (continued)
The 2012 Notes and 2014 Notes generally would become dilutive to earnings if the average market
price of the Companys common stock exceeds approximately $8.05 per share. The maximum number of
shares issuable upon conversion of the 2012 Notes and 2014 Notes as of July 2, 2011 is
approximately 16.9 million shares (excluding an aggregate of $199.9 million principal amount of the
Notes that were previously purchased and retired by the Company), which may be adjusted as a
result of stock splits, stock dividends and antidilution provisions.
Share Repurchase
During the three months ended July 2, 2011, the Company repurchased 0.9 million shares of its
common stock at an average price of $5.93 on the open market.
3. INVENTORIES
Inventories are stated at the lower of cost or market determined using the average cost method.
The components of inventories are as follows (in thousands):
July 2, 2011 | April 2, 2011 | |||||||
Raw materials |
$ | 42,366 | $ | 35,851 | ||||
Work in process |
58,823 | 53,219 | ||||||
Finished goods |
62,018 | 60,743 | ||||||
Total inventories |
$ | 163,207 | $ | 149,813 | ||||
4. OTHER COMPREHENSIVE INCOME
Accumulated other comprehensive income for the Company consists of accumulated unrealized gains
(losses) on marketable securities, foreign currency translation adjustments and amortization of
unrealized actuarial pension valuation gain. This amount is included as a separate component of
shareholders equity. Comprehensive income is not materially different than net income for the
three months ended July 2, 2011 and July 3, 2010.
5. DEBT
Debt balances at July 2, 2011 and April 2, 2011 are as follows (in thousands):
July 2, 2011 | April 2, 2011 | |||||||
Convertible subordinated notes due 2012, net of discount |
$ | 38,325 | $ | 58,317 | ||||
Convertible subordinated notes due 2014, net of discount |
113,694 | 111,992 | ||||||
Bank loan |
7,111 | 7,034 | ||||||
Equipment term loan, net of discount |
| 3,852 | ||||||
Total debt |
159,130 | 181,195 | ||||||
Less current portion |
45,436 | 3,852 | ||||||
Total long-term debt |
$ | 113,694 | $ | 177,343 | ||||
8
Table of Contents
RF MICRO DEVICES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Unaudited)
5. DEBT (continued)
Convertible Debt
During the first quarter of fiscal 2012, the Company purchased and retired $22.0 million original
principal amount of its 2012 Notes for an average price of $105.48, which resulted in a loss of
approximately $0.8 million.
In accordance with FASB ASC 470-20, Debt Debt with Conversions and Other Options
(ASC 470-20), the Company records gains and losses on the early retirement of its 2012 Notes and
its 2014 Notes in the period of derecognition, depending on whether the fair market value at the
time of derecognition was greater than, or less than, the carrying value of the debt.
The Companys 2012 Notes
became current during the first quarter of fiscal 2012 and are now reflected in current
portion of long-term debt on its condensed consolidated balance sheet.
As of July 2, 2011, the 2012 Notes had a fair value on the Private Offerings, Resale and Trading
through Automated Linkages (PORTAL) Market of $42.7 million compared to a carrying value of $38.3
million. As of April 2, 2011, the 2012 Notes had a fair value on the PORTAL Market of $66.1 million
compared to a carrying value of $58.3 million.
As of July 2, 2011, the 2014 Notes had a fair value on the PORTAL Market of $146.7 million compared
to a carrying value of $113.7 million. As of April 2, 2011, the 2014 Notes had a fair value on the
PORTAL Market of $145.0 million compared to a carrying value of $112.0 million.
Total non-cash interest expense related to the Companys 2012 and 2014 Notes was $2.4
million for the three months ended July 2, 2011 and $4.4 million for the three months ended July 3,
2010.
Bank Loan
The bank loan became current during the first
quarter of fiscal 2012 and is now reflected in current portion of long-term debt on
the Companys condensed consolidated balance sheet.
Equipment Term Loan
In the first quarter of fiscal 2012, the equipment term loan became due and the remaining balance
of $3.9 million was paid with cash on hand.
6. INCOME TAXES
Income Tax Expense
The Companys provision for income taxes for the reporting periods ended July 2, 2011 and July 3,
2010 has been calculated by applying an estimate of the annual effective tax rate for the full
fiscal year to ordinary income or loss (pre-tax income or loss excluding unusual or infrequently
occurring discrete items) for the reporting period.
The Companys income tax expense for the three months ended July 2, 2011 and July 3, 2010 was $2.5
million and $7.9 million, respectively. The Companys effective tax rate for the three months
ended July 2, 2011 and July 3, 2010 was 21.9% and 21.8%, respectively. The Companys effective tax
rate for the first quarter of fiscal 2012 differed from the statutory rate primarily due to tax
rate differences in foreign jurisdictions, state income taxes, domestic tax credits generated, and
adjustments to the valuation allowance limiting the recognition of the benefit of domestic deferred
tax assets. The Companys effective tax rate for the first quarter of fiscal 2011 differed from
the statutory rate primarily due to tax rate
differences in foreign jurisdictions, state income taxes, domestic tax credits generated, and
adjustments to the valuation allowance limiting the recognition of the benefit of domestic and
foreign deferred tax assets.
9
Table of Contents
RF MICRO DEVICES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Unaudited)
6. INCOME TAXES (continued)
Deferred Taxes
The valuation allowance against net deferred tax assets has decreased by $1.3 million from the
$92.3 million balance as of the end of fiscal 2011.
The Company intends to maintain a valuation
allowance against its deferred tax assets until sufficient positive evidence exists to support its
full or partial reversal. The amount of the deferred tax assets actually realized could vary
depending upon the amount of taxable income the Company is able to generate in the various taxing
jurisdictions in which the Company has operations.
The Company has outstanding domestic federal and state tax net operating loss (NOLs)
carry-forwards that will begin to expire in fiscal 2020 and fiscal 2012, respectively, if unused.
The use of those NOLs which were acquired in prior year acquisitions is subject to certain annual
limitations under Internal Revenue Code Section 382 and similar state tax provisions. In addition,
the Company has U.K. loss carryovers that carry forward indefinitely.
Uncertain Tax Positions
The Companys gross unrecognized tax benefits increased from $32.9 million as of the end of fiscal
2011 to $33.1 million as of the end of the first quarter of fiscal 2012, with the change arising
from a $0.2 million increase related to tax positions taken with respect to the current fiscal
year.
U.S. federal tax returns through fiscal 2009, North Carolina tax returns through fiscal 2008, and
German tax returns through calendar 2007 have been examined by their respective taxing authorities.
Subsequent tax years in each of those jurisdictions remain open for examination. Other material
jurisdictions that are subject to examination by tax authorities are California (fiscal 2006
through present), the U.K. (fiscal 2002 through present), and China (calendar year 2000 through
present).
7. INVESTMENTS AND FAIR VALUE MEASUREMENTS
Available-For-Sale
The following is a summary of available-for-sale securities as of July 2, 2011 and April 2, 2011
(in thousands):
Available-for-Sale Securities | ||||||||||||||||
Gross | Gross | |||||||||||||||
Unrealized | Unrealized | Estimated Fair | ||||||||||||||
Cost | Gains | Losses | Value | |||||||||||||
July 2, 2011 |
||||||||||||||||
U.S. government/agency securities |
$ | 132,908 | $ | 65 | $ | (1 | ) | $ | 132,972 | |||||||
Auction rate securities |
2,150 | | | 2,150 | ||||||||||||
Money market funds |
27,255 | | | 27,255 | ||||||||||||
$ | 162,313 | $ | 65 | $ | (1 | ) | $ | 162,377 | ||||||||
April 2, 2011 |
||||||||||||||||
U.S. government/agency securities |
$ | 159,837 | $ | 44 | $ | | $ | 159,881 | ||||||||
Auction rate securities |
2,150 | | | 2,150 | ||||||||||||
Money market funds |
31,748 | | | 31,748 | ||||||||||||
$ | 193,735 | $ | 44 | $ | | $ | 193,779 | |||||||||
The estimated fair value of available-for-sale securities was based on the prevailing market values
on July 2, 2011 and April 2, 2011. We determine the cost of an investment sold based on the
specific identification method.
10
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RF MICRO DEVICES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Unaudited)
7. INVESTMENTS AND FAIR VALUE MEASUREMENTS (continued)
There were no gross realized gains or losses recognized on available-for-sale securities for the
three months ended July 2, 2011 and July 3, 2010.
No available-for-sale investments were in a continuous unrealized loss position as of July 2, 2011
and April 2, 2011.
The amortized cost of available-for-sale investments in debt securities with contractual
maturities is as follows (in thousands):
July 2, 2011 | April 2, 2011 | |||||||||||||||
Estimated | Estimated | |||||||||||||||
Cost | Fair Value | Cost | Fair Value | |||||||||||||
Due in less than one year |
$ | 160,163 | $ | 160,227 | $ | 191,585 | $ | 191,629 | ||||||||
Due after ten years |
2,150 | 2,150 | 2,150 | 2,150 | ||||||||||||
Total investments in debt securities |
$ | 162,313 | $ | 162,377 | $ | 193,735 | $ | 193,779 | ||||||||
Fair Value Measurements
On a quarterly basis, the Company measures the fair value of its marketable securities, which are
comprised of U.S. government/agency securities, auction rate securities (ARS), and money market
funds. Marketable securities are reported at fair value in cash and cash equivalents, short-term
investments and long-term investments on the Companys condensed consolidated balance sheet. The
related unrealized gains and losses are included in accumulated other comprehensive income, a
component of shareholders equity, net of tax.
Recurring Fair Value Measurements
The fair value of the financial assets measured at fair value on a recurring basis was determined
using the following levels of inputs as of July 2, 2011 and April 2, 2011 (in thousands):
Quoted Prices In | ||||||||||||||||
Active Markets For | Significant Other | Significant | ||||||||||||||
Identical Assets | Observable Inputs | Unobservable Inputs | ||||||||||||||
Total | (Level 1) | (Level 2) | (Level 3) | |||||||||||||
July 2, 2011 |
||||||||||||||||
U.S. government/agency securities |
$ | 132,972 | $ | 132,972 | $ | | $ | | ||||||||
Auction rate securities |
2,150 | | 2,150 | | ||||||||||||
Money market funds |
27,255 | 27,255 | | | ||||||||||||
$ | 162,377 | $ | 160,227 | $ | 2,150 | $ | | |||||||||
April 2, 2011 |
||||||||||||||||
U.S. government/agency securities |
$ | 159,881 | $ | 159,881 | $ | | $ | | ||||||||
Auction rate securities |
2,150 | | 2,150 | | ||||||||||||
Money market funds |
31,748 | 31,748 | | | ||||||||||||
$ | 193,779 | $ | 191,629 | $ | 2,150 | $ | | |||||||||
ARS are debt instruments with interest rates that reset through periodic short-term auctions. The
Companys Level 2 ARS are valued at par based on quoted prices for identical or similar instruments
in markets that are not active.
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RF MICRO DEVICES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(CONTINUED)
(Unaudited)
7. INVESTMENTS AND FAIR VALUE MEASUREMENTS (continued)
Nonrecurring Fair Value Measurements
The Companys non-financial assets, such as goodwill, intangible assets, and property and equipment
are measured at fair value when there is an indicator of impairment and recorded at fair value only
when an impairment charge is recognized. The Company did not have any non-financial assets or
liabilities measured at fair value during the three months ended July 2, 2011 and July 3, 2010.
Financial Instruments Not Recorded at Fair Value
The carrying values of cash and cash equivalents, short-term investments, accounts receivable,
accounts payable and other accrued liabilities, approximate fair value as of July 2, 2011 and April
2, 2011. See Note 5 to the Condensed Consolidated Financial Statements for a discussion of the
fair value of our debt instruments.
8. SUBSEQUENT EVENTS
During the second quarter of fiscal 2012 (through August 11,
2011), the Company repurchased 1.0
million shares of its common stock at an average price of $5.82 on the open market.
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ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS.
SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended, that relate to our plans, objectives, estimates and goals. Statements
expressing expectations regarding our future and projections relating to products, sales, revenues
and earnings are typical of such statements and are made under the Private Securities Litigation
Reform Act of 1995. Words such as expect, anticipate, intend, plan, believe, and
estimate, and variations of such words and similar expressions, identify such forward-looking
statements. Our business is subject to numerous risks and uncertainties, including the following:
| changes in business and economic conditions, including downturns in the semiconductor industry and/or the overall economy; | ||
| our ability to accurately predict market requirements and evolving industry standards in a timely manner; | ||
| our ability to accurately predict customer demand and thereby avoid the possibility of obsolete inventory, which would reduce our profit margins; | ||
| our customers and distributors ability to manage the inventory they hold and forecast their demand; | ||
| our ability to achieve cost savings and improve yields and margins on our new and existing products; | ||
| our ability to respond to possible downward pressure on the average selling prices of our products caused by our customers or our competitors; | ||
| our ability to efficiently utilize our capacity, or to acquire additional capacity, in response to customer demand; | ||
| the inability of certain of our customers to access their traditional sources of credit, which could lead them to reduce their level of purchases or seek credit or other accommodations from us; | ||
| our ability to continue to improve our product designs and develop new products in response to new technologies; | ||
| our dependence on a limited number of customers for a substantial portion of our revenue; | ||
| our ability to bring new products to market in response to market shifts and to use technological innovation to shorten time-to-market for our products; | ||
| the risks associated with the operation of our molecular beam epitaxy (MBE) facility, our wafer fabrication facilities, our assembly facility and our test and tape and reel facilities; | ||
| variability in manufacturing yields, raw material costs and availability; | ||
| our dependence on third parties, including wafer foundries, passive component manufacturers, assembly and packaging suppliers and test and tape and reel suppliers; | ||
| our ability to manage channel partner and customer relationships; | ||
| currency fluctuations, tariffs, trade barriers, tax and export license requirements and health and security issues associated with our foreign operations; and | ||
| our ability to attract and retain skilled personnel and develop leaders for key business units and functions. |
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These and other risks and uncertainties, which are described in more detail in our most recent
Annual Report on Form 10-K and in other reports and statements that we file with the Securities and
Exchange Commission, could cause the actual results and developments to be materially different
from those expressed or implied by any of these forward-looking statements. Forward-looking
statements speak only as of the date they were made and we undertake no obligation to update or
revise such statements, except as required by the federal securities laws.
OVERVIEW
The following Managements Discussion and Analysis (MD&A) is intended to help the reader
understand the results of operations and financial condition of RF Micro Devices, Inc. MD&A is
provided as a supplement to, and should be read in conjunction with, our condensed consolidated
financial statements and accompanying notes.
We are a recognized global leader in the design and manufacture of high-performance radio frequency
(RF) components and compound semiconductor technologies. Our products enable worldwide mobility,
provide enhanced connectivity and support advanced functionality in the cellular handset, wireless
infrastructure, wireless local area network (WLAN or WiFi), cable television (CATV)/broadband,
Smart Energy/advanced metering infrastructure (AMI), and aerospace and defense markets. We are
recognized for our diverse portfolio of semiconductor technologies and RF systems expertise, and we
are a preferred supplier to the worlds leading mobile device, customer premises and communications
equipment providers.
FIRST QUARTER FISCAL 2012 FINANCIAL HIGHLIGHTS:
| Quarterly revenue decreased by 21.8% as compared to the first quarter of fiscal 2011. Sales of our cellular products decreased primarily due to lower sales to Nokia driven by the expected decline of transceiver product sales. These decreases to revenue were partially offset by an increase in sales of our 3G/4G cellular components to customers other than Nokia and an increase in sales of our multi-market products (including our components for WiFi applications, wireless infrastructure products and our GaN products used in radar equipment and cable equipment). | |
| Gross margin for the quarter was 36.5% as compared to 37.4% in the corresponding quarter of fiscal 2011. The decrease was due to lower factory utilization rates and an erosion in average selling prices, partially offset by a favorable product mix toward higher margin products. | |
| Operating income was $14.9 million for the first quarter of fiscal 2012 as compared to $40.6 million for the corresponding quarter of fiscal 2011. | |
| Cash flow from operations was $19.1 million for the first quarter of fiscal 2012 as compared to $52.6 million for the first quarter of fiscal 2011. | |
| Inventory totaled $163.2 million at July 2, 2011, reflecting turns of 3.3 as compared to $128.0 million and turns of 5.4 at July 3, 2010. | |
| During the first quarter of fiscal 2012, we purchased and retired $22.0 million original principal amount of our 2012 Notes for an average price of $105.48, which resulted in a loss of approximately $0.8 million. | |
| During the first quarter of fiscal 2012, we repurchased 0.9 million shares of our common stock at an average price of $5.93 on the open market. |
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The following tables present a summary of our results of operations for the three months ended July
2, 2011 and July 3, 2010.
Three Months Ended | ||||||||||||||||||||||||
July 2, | % of | July 3, | % of | Increase | Percentage | |||||||||||||||||||
(In thousands, except percentages) | 2011 | Revenue | 2010 | Revenue | (Decrease) | Change | ||||||||||||||||||
Revenue |
$ | 214,191 | 100.0 | % | $ | 273,842 | 100.0 | % | $ | (59,651 | ) | (21.8) | % | |||||||||||
Cost of goods sold |
136,023 | 63.5 | 171,435 | 62.6 | (35,412 | ) | (20.7 | ) | ||||||||||||||||
Gross margin |
78,168 | 36.5 | 102,407 | 37.4 | (24,239 | ) | (23.7 | ) | ||||||||||||||||
Research and development |
36,584 | 17.1 | 36,101 | 13.2 | 483 | 1.3 | ||||||||||||||||||
Marketing and selling |
15,025 | 7.0 | 14,368 | 5.2 | 657 | 4.6 | ||||||||||||||||||
General and administrative |
11,530 | 5.4 | 11,070 | 4.1 | 460 | 4.2 | ||||||||||||||||||
Other operating expense |
176 | 0.1 | 309 | 0.1 | (133 | ) | (43.0 | ) | ||||||||||||||||
Operating income |
$ | 14,853 | 6.9 | % | $ | 40,559 | 14.8 | % | (25,706 | ) | (63.4 | ) | ||||||||||||
REVENUE
Our revenue decreased during the three months ended July 2, 2011 as compared to the corresponding
period of fiscal 2011. For the quarter, sales of our cellular products decreased year-over-year
primarily due to lower sales to Nokia driven by the expected decline of transceiver product sales.
These decreases to revenue were partially offset by an increase in sales of our 3G/4G cellular
components to customers other than Nokia and an increase in sales of our multi-market products
(including our components for WiFi applications, wireless infrastructure products and our GaN
products used in radar equipment and cable equipment).
OPERATING INCOME
Operating income was $14.9 million for the three months ended July 2, 2011, compared to operating
income of $40.6 million for the three months ended July 3, 2010. Our operating income decreased
primarily due to lower sales.
Gross Margin
Our gross margin for the three months ended July 2, 2011 decreased to 36.5% compared to
37.4% for the three months ended July 3, 2010 due to lower factory utilization rates and an erosion
in average selling prices, partially offset by a favorable product mix toward higher margin
products.
Operating Expenses
Research and development, marketing and selling and general and administrative expenses for the
three months ended July 2, 2011 increased slightly in absolute dollars as compared to the three
months ended July 3, 2010. These expenses totaled 29.5% of revenue for the three months ended July
2, 2011 as compared to 22.5% of revenue for the three months ended July 3, 2010, primarily due to
lower sales.
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OTHER (EXPENSE) INCOME AND INCOME TAXES
Three Months Ended | ||||||||
July 2, | July 3, | |||||||
(In thousands) | 2011 | 2010 | ||||||
Interest expense |
$ | (3,016 | ) | $ | (5,486 | ) | ||
Interest income |
134 | 365 | ||||||
Loss on retirement of convertible
subordinated notes |
(778 | ) | | |||||
Other income |
238 | 806 | ||||||
Income tax expense |
(2,500 | ) | (7,903 | ) |
Interest Expense
Interest expense decreased for the three months ended July 2, 2011 as compared to the three months
ended July 3, 2010, primarily due to the purchase and early retirements of $157.5 million original
principal amount of the 2012 Notes from the second quarter of fiscal 2011 to the first quarter of
fiscal 2012.
Our interest expense included cash interest of $0.6 million and $1.0 million for the three months
ended July 2, 2011 and July 3, 2010, respectively.
Loss on the Retirement of Convertible Subordinated Notes
In the first quarter of fiscal 2012, we purchased and retired $22.0 million original principal
amount of our 2012 Notes for an average price of $105.48, which resulted in a loss of approximately
$0.8 million as a result of applying ASC 470-20. ASC 470-20 requires us to record gains and losses
on the early retirement of our 2012 Notes and our 2014 Notes in the period of derecognition,
depending on whether the fair market value at the time of derecognition was greater than, or less
than, the carrying value of the debt.
Other Income
The decrease in other income for the three months ended July 2, 2011 is primarily related to the
foreign currency exchange rate impact on our Euro, Renminbi (or Yuan) and Sterling denominated
accounts as the balances change and the exchange rates fluctuate in relation to the U.S. dollar.
Income Taxes
Our provision for income taxes for the reporting periods ended July 2, 2011 and July 3, 2010 has
been calculated by applying an estimate of the annual effective tax rate for the full fiscal year
to ordinary income or loss (pre-tax income or loss excluding unusual or infrequently occurring
discrete items) for the reporting period.
Income tax expense for the three months ended July 2, 2011 was $2.5 million, which is comprised
primarily of tax expense related to domestic and international operations, offset by a tax benefit
related to changes in the domestic deferred tax asset valuation allowance. Income tax expense for
the three months ended July 3, 2010 was $7.9 million, which is comprised primarily of tax expense
related to domestic and international operations, offset by a tax benefit related to changes in the
domestic and foreign deferred tax asset valuation allowances.
The valuation allowance against net deferred tax assets has decreased by $1.3 million from the
$92.3 million balance as of the end of fiscal 2011. We intend to maintain a valuation allowance
against the deferred tax assets until sufficient positive evidence exists to support its full or
partial reversal. The amount of the deferred tax assets actually realized could vary
depending upon the amount of taxable income we are able to generate in the various taxing
jurisdictions in which we have operations.
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LIQUIDITY AND CAPITAL RESOURCES
We have funded our operations to date through sales of equity and debt securities, bank borrowings,
capital equipment leases and revenue from product sales. Through public and Rule 144A securities
offerings, we have raised approximately $1,053.3 million, net of offering expenses. As of July 2,
2011, we had working capital of approximately $402.7 million, including $122.7 million in cash and
cash equivalents, compared to working capital of approximately $443.9 million at July 3, 2010,
including $120.5 million in cash and cash equivalents. As of July 2, 2011, our total cash, cash
equivalents and short-term investments balance exceeded our remaining principal amount of 2012
Notes and 2014 Notes by $80.5 million.
On January 25, 2011, we announced that our Board of Directors authorized the repurchase of up to
$200.0 million of our outstanding common stock, exclusive of related fees, commissions or other
expenses, from time to time during a period commencing on January 28, 2011 and expiring on January
27, 2013. This share repurchase program authorizes us to repurchase shares through solicited or
unsolicited transactions in the open market or in privately negotiated transactions. During the
first quarter of fiscal 2012, we repurchased approximately 0.9 million shares of our common stock
at an average price of $5.93 on the open market.
Cash Flows from Operating Activities
Operating activities for the three months ended July 2, 2011 generated cash of $19.1 million,
compared to $52.6 million for the three months ended July 3, 2010. This year-over-year decrease
was primarily attributable to decreased profitability and an increase in raw material and work in
process inventory related to the expected ramp of several new products, including products that
have longer lead times due to their silicon content.
Cash Flows from Investing Activities
Net cash provided by investing activities for the three months ended July 2, 2011 was $7.2 million,
compared to net cash used in investing activities of $12.6 million for the three months ended July
3, 2010. The increase in cash provided by investment activities was primarily due to lower
investment activity and lower proceeds from maturities of available-for-sale securities, partially
offset by increased capital expenditures related to the expansion of our manufacturing capacity
during the first three months of fiscal 2012 as compared to the first three months of fiscal 2011.
Cash Flows from Financing Activities
Net cash used in financing activities was $35.6 million for the three months ended July 2, 2011,
compared to $24.1 million for the three months ended July 3, 2010. This increase in cash used in
financing activities was primarily due to the repurchase of 0.9 million shares of common stock for
$5.6 million (including transaction costs) and $3.7 million of tax withholding paid on behalf of
employees for restricted stock units.
COMMITMENTS AND CONTINGENCIES
Equipment Term Loan In the first quarter of fiscal 2012, the equipment term loan became
due and the remaining balance of $3.9 million was paid with cash on hand.
Bank Loan As of July 2, 2011, the $7.1 million balance of our bank loan, which is payable in April 2012,
is now reflected in current portion of long-term debt on our condensed
consolidated balance sheet.
Convertible Debt During the first quarter of fiscal 2012, we purchased and retired $22.0
million aggregate principal amount of our 2012 Notes for an average price of $105.48, which
resulted in a loss of approximately $0.8 million. As of July 2, 2011, the 2012 Notes had a fair
value on the PORTAL Market of
$42.7 million compared to a carrying value of $38.3 million. As of April 2, 2011, the 2012 Notes
had a fair value on the PORTAL Market of $66.1 million compared to a carrying value of $58.3 million.
As of July 2, 2011, our 2012 Notes which mature on April 15, 2012,
are now reflected in current
portion of long-term debt on our condensed consolidated balance sheet.
As of July 2, 2011, the 2014 Notes had a fair value on the PORTAL Market of $146.7 million compared
to a carrying value of $113.7 million. As of April 2, 2011, the 2014 Notes had a fair value on the
PORTAL Market of $145.0 million compared to a carrying value of $112.0 million.
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We may from time to time seek to retire or purchase additional amounts of our outstanding
convertible notes through cash purchases or exchanges for equity securities, in open market
purchases, privately negotiated transactions or otherwise. Such purchases or exchanges, if any,
will depend on prevailing market conditions, our liquidity requirements, contractual restrictions
and other factors and the amounts involved may be material.
Convertible Debt Obligations The following table summarizes our convertible debt
obligations, including interest, as of July 2, 2011, and the effect such obligations are expected
to have on our liquidity and cash flows in future periods. Other than as set forth below, there
have been no material changes outside the ordinary course of business to our contractual
obligations and commitments as set forth in our Annual Report on Form 10-K for the fiscal year
ended April 2, 2011.
Payments Due By Period (in thousands) | ||||||||||||||||||||||||
Total | Less than | More than | ||||||||||||||||||||||
Par Value | Payments | 1 year | 1-3 years | 3-5 years | 5 years | |||||||||||||||||||
Convertible subordinated notes
due 2012 |
$ | 40,248 | $ | 40,550 | $ | 40,550 | $ | | $ | | $ | | ||||||||||||
Convertible subordinated notes
due 2014 |
134,901 | 138,948 | 1,349 | 137,599 | | | ||||||||||||||||||
Total convertible debt |
$ | 175,149 | $ | 179,498 | $ | 41,899 | $ | 137,599 | $ | | $ | | ||||||||||||
Capital Commitments At July 2, 2011, we had short-term capital commitments of approximately
$6.9 million.
Future Sources of Funding Our future capital requirements may differ materially from
those currently anticipated and will depend on many factors, including, but not limited to, volume
pricing concessions, capital improvements, demand for our products, technological advances and our
relationships with suppliers and customers. Based on current and projected levels of cash flow
from operations, we believe that we have sufficient liquidity to meet both our short-term and
long-term cash requirements. However, if current economic conditions or other factors materially
reduce the demand for our products, or in the event that growth is faster than we had anticipated,
operating cash flows may be insufficient to meet our needs. If existing resources and cash from
operations are not sufficient to meet our future requirements or if we perceive conditions to be
favorable, we may seek additional debt or equity financing, additional credit facilities, enter
into sale-leaseback transactions or obtain asset-based financing. We cannot be sure that any
additional equity or debt financing will not be dilutive to holders of our common stock. Further,
we cannot be sure that additional equity or debt financing, if required, will be available on
favorable terms, if at all, particularly given the current macroeconomic conditions.
Legal We are involved in various legal proceedings and claims that have arisen in the
ordinary course of our business that have not been fully adjudicated. These actions, when finally
concluded and determined, will not, in the opinion of management, have a material adverse effect on
our consolidated financial position or results of operations.
Taxes We are subject to income and other taxes in the United States and in numerous
foreign jurisdictions. Our domestic and foreign tax liabilities are subject to the allocation of
revenues and expenses in different jurisdictions. Additionally, the amount of taxes paid is
subject to our interpretation of applicable tax laws in the jurisdictions in which we operate. We
are subject to audits by tax authorities. While we endeavor to comply with all applicable tax
laws, there can be no assurance that a governing tax authority will not have a different
interpretation of the law than we do or that we will comply in all respects with applicable tax
laws, which could result in additional taxes. There can be no assurance that the outcomes from tax
audits will not have an adverse effect on our results of operations in the period during which the
review is conducted.
Critical Accounting Policies and Estimates
There have been no material changes to our critical accounting policies and estimates from the
information provided in Item 7, Managements Discussion and Analysis of Financial Condition and
Results of Operations, included in our Annual Report on Form 10-K for the fiscal year ended April
2, 2011.
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ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. |
There have been no material changes to our market risk exposures during the first quarter of fiscal
2012. For a discussion of our exposure to market risk, refer to Item 7A, Quantitative and
Qualitative Disclosures About Market Risk, contained in our Annual Report on Form 10-K for the
fiscal year ended April 2, 2011.
ITEM 4. | CONTROLS AND PROCEDURES. |
As of the end of the period covered by this report, the Companys management, with the
participation of the Companys Chief Executive Officer and the Chief Financial Officer, evaluated
the effectiveness of the Companys disclosure controls and procedures in accordance with Rule
13a-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act). Based upon
their evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that the
Companys disclosure controls and procedures were effective for the purpose of ensuring that the
information required to be disclosed in the reports that the Company files or submits under the
Exchange Act with the Securities and Exchange Commission (the SEC) (i) is recorded, processed,
summarized and reported within the time periods specified in the SECs rules and forms, and (ii) is
accumulated and communicated to the Companys management, including its Chief Executive Officer and
Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
In addition, there were no changes in the Companys internal control over financial reporting that
occurred during the period covered by this report that have materially affected, or are reasonably
likely to materially affect, the Companys internal control over financial reporting.
PART II OTHER INFORMATION
ITEM 1A. | RISK FACTORS. |
In addition to the other information set forth in this report and in our other reports and
statements that we file with the SEC, including our quarterly reports on Form 10-Q, careful
consideration should be given to the factors discussed in Part I, Item 1A., Risk Factors in our
Annual Report on Form 10-K for the fiscal year ended April 2, 2011, which could materially affect
our business, financial condition or future results. The risks described in our Annual Report on
Form 10-K are not the only risks that we face. Additional risks and uncertainties not currently
known to us or that we currently deem to be immaterial also may materially adversely affect our
business, financial condition and/or operating results.
ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS. |
(c) Issuer Purchases of Equity Securities
On January 25, 2011, we announced that our Board of Directors had authorized the repurchase of up
to $200.0 million of our outstanding common stock, exclusive of related fees, commissions or other
expenses, from time to time during a period commencing on January 28, 2011 and expiring on January
27, 2013. This share repurchase program authorizes us to repurchase shares through solicited or
unsolicited transactions in the open market or in privately negotiated transactions.
The following table summarizes our common stock repurchases for the fiscal quarter ended July 2,
2011:
Total number of shares | Approximate dollar value of | |||||||||||||||
Total number of | Average price | purchased as part of | shares that may yet be | |||||||||||||
shares | paid per | publicly announced | purchased under the plans or | |||||||||||||
Period | purchased | share | plans or programs | programs | ||||||||||||
April 3, 2011 to April 30, 2011 |
0 | $ | 0.00 | 0 | $187.4 million | |||||||||||
May 1, 2011 to May 28, 2011 |
900,000 | $ | 5.93 | 900,000 | $182.1 million | |||||||||||
May 29, 2011 to July 2, 2011 |
44,900 | $ | 5.98 | 44,900 | $181.8 million | |||||||||||
Total |
944,900 | $ | 5.93 | 944,900 | $181.8 million | |||||||||||
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ITEM 6. | EXHIBITS. |
10.1
|
RF Micro Devices, Inc. Cash Bonus Plan (as amended and restated effective June 20, 2011)* | |
31.1
|
Certification of Periodic Report by Robert A. Bruggeworth, as Chief Executive Officer, pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
31.2
|
Certification of Periodic Report by William A. Priddy, Jr., as Chief Financial Officer, pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
32.1
|
Certification of Periodic Report by Robert A. Bruggeworth, as Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
32.2
|
Certification of Periodic Report by William A. Priddy, Jr., as Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
101
|
The following materials from our Quarterly Report on Form 10-Q for the quarter ended July 2, 2011, formatted in XBRL (eXtensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheets as of July 2, 2011 and April 2, 2011; (ii) the Condensed Consolidated Statements of Income for the three months ended July 2, 2011 and July 3, 2010; (iii) the Consolidated Statements of Cash Flows for the three months ended July 2, 2011 and July 3, 2010; and (iv) the Notes to the Condensed Consolidated Financial Statements** |
* | Executive compensation plan or agreement. | |
** | Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections. |
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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. |
||||
Date: August 11, 2011 | /s/ William A. Priddy, Jr. | |||
William A. Priddy, Jr. | ||||
Chief Financial Officer, Corporate Vice President of Administration and Secretary (Principal Financial Officer) |
||||
Date: August 11, 2011 | /s/ Barry D. Church | |||
Barry D. Church | ||||
Vice President and Corporate Controller (Principal Accounting Officer) |
||||
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EXHIBIT INDEX
10.1
|
RF Micro Devices, Inc. Cash Bonus Plan (as amended and restated effective June 20, 2011)* | |
31.1
|
Certification of Periodic Report by Robert A. Bruggeworth, as Chief Executive Officer, pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
31.2
|
Certification of Periodic Report by William A. Priddy, Jr., as Chief Financial Officer, pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
32.1
|
Certification of Periodic Report by Robert A. Bruggeworth, as Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
32.2
|
Certification of Periodic Report by William A. Priddy, Jr., as Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
101
|
The following materials from our Quarterly Report on Form 10-Q for the quarter ended July 2, 2011, formatted in XBRL (eXtensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheets as of July 2, 2011 and April 2, 2011; (ii) the Condensed Consolidated Statements of Income for the three months ended July 2, 2011 and July 3, 2010; (iii) the Consolidated Statements of Cash Flows for the three months ended July 2, 2011 and July 3, 2010; and (iv) the Notes to the Condensed Consolidated Financial Statements** |
* | Executive compensation plan or agreement. | |
** | Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections. |
Our SEC file number for documents filed with the SEC pursuant to the Securities Exchange Act of
1934, as amended, is 000-22511.
22