Document


UNITED STATES
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

November 1, 2017
(Date of earliest event reported)
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Qorvo, Inc.
(Exact name of registrant as specified in its charter)

Delaware
001-36801
46-5288992
(State or Other Jurisdiction
(Commission File
(I.R.S. Employer
of Incorporation)
Number)
Identification No.)

7628 Thorndike Road, Greensboro, North Carolina 27409-9421
(Address of principal executive offices)
(Zip Code)
 
 
 
(336) 664-1233
(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 
 
 
 
 
 
 
 Emerging growth company o
 
 
 
 
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o 







Item 2.02 Results of Operations and Financial Condition.

On November 1, 2017, Qorvo, Inc. issued a press release announcing financial results for its fiscal 2018 second quarter ended September 30, 2017. A copy of this press release is furnished as Exhibit 99.1.

 
Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.
Description
 
 
 
 
99.1









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 hereunto duly authorized.



 
Qorvo, Inc.
 
 
 
 
By:
/s/ Mark J. Murphy
 
 
Mark J. Murphy
 
 
Chief Financial Officer
 
 
 


Date:    November 1, 2017








EXHIBIT INDEX



Exhibit No.
Description of Exhibit
 
99.1




Exhibit


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At Qorvo
    
 
 
At the Financial Relations Board        
Doug DeLieto
 
Mark Murphy
Joe Calabrese
VP, Investor Relations
 
CFO
Vice President
336-678-5797
 
336-678-7975
212-827-3772

FOR IMMEDIATE RELEASE

Qorvo® Announces Fiscal 2018 Second Quarter Financial Results

GREENSBORO, NC — November 1, 2017 — Qorvo® (Nasdaq:QRVO), a leading provider of innovative RF solutions that connect the world, today announced financial results for the Company’s fiscal 2018 second quarter, ended September 30, 2017. On a GAAP basis, fiscal 2018 second quarter revenue was $821.6 million, gross margin was 39.1%, operating income was $49.6 million, and diluted net income per share was $0.27. On a non-GAAP basis, fiscal 2018 second quarter revenue was $820.6 million, gross margin was 47.4%, operating income was $230.5 million, or 28.1% of sales, and diluted EPS was $1.52.

“Qorvo delivered a strong September quarter, with revenue and EPS exceeding our guidance range,” said, Bob Bruggeworth, president and chief executive officer of Qorvo. “In Mobile Products, Qorvo supported the ramps of leading marquee smartphones and increased our dollar content on key customer programs. In Infrastructure & Defense, we were particularly strong in the defense and connectivity markets, and we expect continued strong revenue growth for IDP in the December quarter. Qorvo’s technology portfolio and operating capabilities position us exceptionally well to address our customers’ LTE-Advanced and emerging 5G requirements as well as expanding IoT applications.”

Quarterly Highlights

Grew Mobile Products revenue 38% sequentially to $630 million, driven by Qorvo’s largest customer and stronger demand in China

Achieved record IDP revenue of $190 million, up 21% year-over-year, and secured record design wins to support strong revenue growth

Increased IoT revenue by 50% year-over-year and doubled GaN revenue year-over-year

Significantly expanded family of antenna control solutions and enjoyed strong growth, supported by increased antenna complexity, 4x4 MIMO implementations and expansion into mid-tier smartphones

Supported Huawei Mate 10 with BAW filters, antenna tuners, RF front end modules and envelope tracking (ET) power management solution

Secured RF FEM design win supporting the Tile® tracker family

Shipped more than $9 of RF content to Xiaomi for Mi Mix 2 and received Xiaomi partnership award

Supported the deployment of 900 MHz narrow band IoT (NB-IoT) infrastructure in China with a broad product portfolio






Launched 600 MHz band 71 wireless infrastructure products and secured design wins, expanding support for all 5G bands, from 600 MHz to 39 GHz

Shipped BAW-based band 1/3 quadplexer, Wi-Fi iFEMs, and RF Flex™ to Oppo for next-generation flagship smartphone

Secured multi-year design wins with major defense contractor for high-power, high-efficiency GaAs components supporting several advanced radar applications


Financial Commentary and Outlook

Mark Murphy, chief financial officer of Qorvo, said, “Our second quarter results exceeded expectations, driven by higher revenue and effective cost control. In the second half, we expect double-digit year-over-year growth driven by the timing of flagship phone ramps and broad-based growth in IDP. We believe continued cost control and capital discipline will drive record second-half free cash flow.”

Qorvo currently expects the demand environment in its end markets supports the following non-GAAP expectations for the December 2017 quarter:

Quarterly revenue in the range of $830 million to $850 million

Gross margin of approximately 47.5%

Diluted EPS of $1.60 at the midpoint of guidance

Qorvo’s actual quarterly results may differ from these expectations and projections, and such differences may be material.

Selected Financial Information

The following tables set forth selected GAAP and non-GAAP financial information for Qorvo for the periods indicated. See the more detailed financial information for Qorvo, including reconciliation of GAAP and non-GAAP financial information, attached.







 
 
SELECTED GAAP RESULTS
 
 
 
 
 
(Unaudited)
 
 
 
 
 
(In millions, except for percentages and EPS)
 
 
 
For the quarter ended September 30, 2017
 
For the quarter ended July 1, 2017
 
Change vs. Q1 FY 2018
 
Revenue
$
821.6

$
640.8

$
180.8

 
Gross profit
$
321.0

$
236.4

$
84.6

 
Gross margin
 
39.1
%
 
36.9
%
 
2.2

ppt
Operating expenses
$
271.5

$
264.2

$
7.3

 
Operating income (loss)
$
49.6

$
(27.8
)
$
77.4

 
Net income (loss)
$
35.9

$
(30.6
)
$
66.5

 
Weighted average diluted shares
 
130.8

 
127.0

 
3.8

 
Diluted EPS
$
0.27

$
(0.24
)
$
0.51

 
 
 
SELECTED NON-GAAP RESULTS1
 
 
 
 
 
(Unaudited)
 
 
 
 
 
(In millions, except for percentages and EPS)
 
 
 
For the quarter ended September 30, 2017
 
For the quarter ended July 1, 2017
 
Change vs. Q1 FY 2018
 
Revenue
$
820.6

$
639.9

$
180.7

 
Gross profit
$
388.7

$
302.9

$
85.8

 
Gross margin
 
47.4
%
 
47.3
%
 
0.1

ppt
Operating expenses
$
158.2

$
165.5

$
(7.3
)
 
Operating income
$
230.5

$
137.4

$
93.1

 
Net income
$
198.4

$
113.9

$
84.5

 
Weighted average diluted shares
 
130.8

 
131.3

 
(0.5
)
 
Diluted EPS
$
1.52

$
0.87

$
0.65

 


 
 
SELECTED GAAP RESULTS
 
 
 
 
 
(Unaudited)
 
 
 
 
 
(In millions, except for percentages and EPS)
 
 
 
For the quarter ended September 30, 2017

For the quarter ended October 1, 2016

Change vs. Q2 FY 2017
 
Revenue
$
821.6

$
864.7

$
(43.1
)
 
Gross profit
$
321.0

$
316.8

$
4.2

 
Gross margin
 
39.1
%
 
36.6
%
 
2.5

ppt
Operating expenses
$
271.5

$
271.4

$
0.1

 
Operating income
$
49.6

$
45.4

$
4.2

 
Net income
$
35.9

$
11.8

$
24.1

 
Weighted average diluted shares
 
130.8

 
132.3

 
(1.5
)
 
Diluted EPS
$
0.27

$
0.09

$
0.18

 





 
 
SELECTED NON-GAAP RESULTS1
 
 
 
 
 
(Unaudited)
 
 
 
 
 
(In millions, except for percentages and EPS)
 
 
 
For the quarter ended September 30, 2017

For the quarter ended October 1, 2016

Change vs. Q2 FY 2017
 
Revenue
$
820.6

$
863.7

$
(43.1
)
 
Gross profit
$
388.7

$
369.7

$
19.0

 
Gross margin
 
47.4
%
 
42.8
%
 
4.6

ppt
Operating expenses
$
158.2

$
172.9

$
(14.7
)
 
Operating income
$
230.5

$
196.8

$
33.7

 
Net income
$
198.4

$
170.4

$
28.0

 
Weighted average diluted shares
 
130.8

 
132.3

 
(1.5
)
 
Diluted EPS
$
1.52

$
1.29

$
0.23

 
1Excludes stock-based compensation, amortization of intangibles, restructuring charges, intellectual property rights (IPR) litigation settlement, acquisition and integration related costs, non-cash deferred royalty revenue and equal and offsetting non-cash prepaid royalty amortization, start-up costs, loss (gain) on assets, (gain) loss on investments, and an adjustment of income taxes.






Non-GAAP Financial Measures

In addition to disclosing financial results calculated in accordance with United States (U.S.) generally accepted accounting principles (GAAP), this earnings release contains some or all of the following non-GAAP financial measures: (i) non-GAAP revenue, (ii) non-GAAP gross profit and gross margin, (iii) non-GAAP operating income and operating margin, (iv) non-GAAP net income, (v) non-GAAP net income per diluted share, (vi) non-GAAP operating expenses (research and development; selling, general and administrative), (vii) free cash flow, (viii) EBITDA, (ix) non-GAAP return on invested capital (ROIC), and (x) net debt or positive net cash. Each of these non-GAAP financial measures is either adjusted from GAAP results to exclude certain expenses or derived from multiple GAAP measures, which are outlined in the “Reconciliation of GAAP to Non-GAAP Financial Measures” tables, attached, and the "Additional Selected Non-GAAP Financial Measures and Reconciliations” tables, attached.

In managing Qorvo's business on a consolidated basis, management develops an annual operating plan, which is approved by our Board of Directors, using non-GAAP financial measures. In developing and monitoring performance against this plan, management considers the actual or potential impacts on these non-GAAP financial measures from actions taken to reduce costs with the goal of increasing gross margin and operating margin. In addition, management relies upon these non-GAAP financial measures to assess whether research and development efforts are at an appropriate level, and when making decisions about product spending, administrative budgets, and other operating expenses. Also, we believe that non-GAAP financial measures provide useful supplemental information to investors and enable investors to analyze the results of operations in the same way as management. We have chosen to provide this supplemental information to enable investors to perform additional comparisons of our operating results, to assess our liquidity and capital position and to analyze financial performance excluding the effect of expenses unrelated to operations, certain non-cash expenses and stock-based compensation expense, which may obscure trends in Qorvo's underlying performance.

We believe that these non-GAAP financial measures offer an additional view of Qorvo's operations that, when coupled with the GAAP results and the reconciliations to corresponding GAAP financial measures, provide a more complete understanding of Qorvo's results of operations and the factors and trends affecting Qorvo's business. However, these non-GAAP financial measures should be considered as a supplement to, and not as a substitute for, or superior to, the corresponding measures calculated in accordance with GAAP.

Our rationale for using these non-GAAP financial measures, as well as their impact on the presentation of Qorvo's operations, are outlined below:

Non-GAAP revenue. Non-GAAP revenue excludes non-cash deferred royalty revenue. We believe that the exclusion of this non-cash adjustment to revenue provides management and investors a more effective means of evaluating our historical and projected performance.

Non-GAAP gross profit and gross margin. Non-GAAP gross profit and gross margin exclude stock-based compensation expense, amortization of intangible assets, non-cash deferred royalty revenue, non-cash prepaid royalty amortization, and certain non-cash expenses. We believe that exclusion of these costs in presenting non-GAAP gross profit and gross margin gives management and investors a more effective means of evaluating Qorvo's historical performance and projected costs and the potential for realizing cost efficiencies. We believe that the majority of Qorvo's purchased intangibles are not relevant to analyzing current operations because they generally represent costs incurred by the acquired company to build value prior to acquisition, and thus are effectively part of transaction costs rather than ongoing costs of operating Qorvo's business. In this regard, we note that (i) once the intangibles are fully amortized, the intangibles will not be replaced with cash costs and therefore, the exclusion of these costs provides management and investors with better visibility into the actual costs required to generate revenues over time, and (ii) although we set the amortization expense based on useful life of the various assets at the time of the transaction, we cannot influence the timing and amount of the future amortization expense recognition once the lives are established. Similarly, we believe that presentation of non-GAAP gross profit and gross margin and other non-GAAP financial measures that exclude the impact of stock-based compensation expense





assists management and investors in evaluating the period-over-period performance of Qorvo's ongoing operations because (i) the expenses are non-cash in nature, and (ii) although the size of the grants is within our control, the amount of expense varies depending on factors such as short-term fluctuations in stock price volatility and prevailing interest rates, which can be unrelated to the operational performance of Qorvo during the period in which the expense is incurred and generally are outside the control of management. Moreover, we believe that the exclusion of stock-based compensation expense in presenting non-GAAP gross profit and gross margin and other non-GAAP financial measures is useful to investors to understand the impact of the expensing of stock-based compensation to Qorvo's gross profit and gross margins and other financial measures in comparison to prior periods. We also believe that the adjustments to profit and margin related to non-cash deferred royalty revenue, non-cash prepaid royalty amortization, restructuring charges and certain non-cash expenses do not constitute part of Qorvo's ongoing operations and therefore the exclusion of these items provides management and investors with better visibility into the actual revenue and actual costs required to generate revenues over time and gives management and investors a more effective means of evaluating our historical and projected performance. We believe disclosure of non-GAAP gross profit and gross margin has economic substance because the excluded expenses do not represent continuing cash expenditures and, as described above, we have little control over the timing and amount of the expenses in question.

Non-GAAP operating income and operating margin. Non-GAAP operating income and operating margin exclude stock-based compensation expense, amortization of intangible assets, restructuring charges, IPR litigation settlement, acquisition and integration related costs, loss (gain) on assets, start-up costs and certain non-cash expenses. We believe that presentation of a measure of operating income and operating margin that excludes amortization of intangible assets and stock-based compensation expense is useful to both management and investors for the same reasons as described above with respect to our use of non-GAAP gross profit and gross margin. We believe that restructuring charges, IPR litigation settlement, acquisition and integration related costs, loss (gain) on assets, start-up costs and certain non-cash expenses do not constitute part of Qorvo's ongoing operations and therefore, the exclusion of these costs provides management and investors with better visibility into the actual costs required to generate revenues over time and gives management and investors a more effective means of evaluating our historical and projected performance. We believe disclosure of non-GAAP operating income and operating margin has economic substance because the excluded expenses are either unrelated to ongoing operations or do not represent current cash expenditures.

Non-GAAP net income and non-GAAP net income per diluted share. Non-GAAP net income and non-GAAP net income per diluted share exclude the effects of stock-based compensation expense, amortization of intangible assets, restructuring charges, IPR litigation settlement, acquisition and integration related costs, loss (gain) on assets, start-up costs, certain non-cash expenses, (gain) loss on investments and also reflect an adjustment of income taxes. The income tax adjustment primarily represents the use of net operating loss and research and development tax credit carryforwards, deferred tax expense not affecting taxes payable, tax deductible stock-based compensation expense in excess of GAAP stock-based compensation expense, and non-cash expense (benefit) related to uncertain tax positions. We believe that presentation of measures of net income and net income per diluted share that exclude these items is useful to both management and investors for the reasons described above with respect to non-GAAP gross profit and gross margin and non-GAAP operating income and operating margin. We believe disclosure of non-GAAP net income and non-GAAP net income per diluted share has economic substance because the excluded expenses are either unrelated to ongoing operations or do not represent current cash expenditures.

Non-GAAP research and development and selling, general and administrative expenses. Non-GAAP research and development and selling, general and administrative expenses exclude stock-based compensation expense, amortization of intangible assets, acquisition and integration related costs, IPR litigation settlement and certain non-cash expenses. We believe that presentation of measures of these operating expenses that exclude amortization of intangible assets and stock-based compensation expense is useful to both management and investors for the same reasons as described above with respect to our use of non-GAAP gross profit and gross margin. We believe that acquisition and integration related costs do not constitute part of Qorvo's ongoing operations and therefore, the exclusion of these costs provides management and investors with better visibility into the actual costs required to





generate revenues over time and gives management and investors a more effective means of evaluating our historical and projected performance. We believe disclosure of these non-GAAP operating expenses has economic substance because the excluded expenses are either unrelated to ongoing operations or do not represent current cash expenditures.

Free cash flow. Qorvo defines free cash flow as net cash provided by operating activities during the period minus property and equipment expenditures made during the period. We use free cash flow as a supplemental financial measure in our evaluation of liquidity and financial strength. Management believes that this measure is useful as an indicator of our ability to service our debt, meet other payment obligations and make strategic investments. Free cash flow should be considered in addition to, rather than as a substitute for, net income as a measure of our performance and net cash provided by operating activities as a measure of our liquidity. Additionally, our definition of free cash flow is limited, in that it does not represent residual cash flows available for discretionary expenditures due to the fact that the measure does not deduct the payments required for debt service and other contractual obligations. Therefore, we believe it is important to view free cash flow as a measure that provides supplemental information to our entire statement of cash flows.

EBITDA. Qorvo defines EBITDA as earnings before interest expense and interest income, income tax expense (benefit), depreciation and intangible amortization. Management believes that this measure is useful to evaluate our ongoing operations and as a general indicator of our operating cash flow (in conjunction with a cash flow statement which also includes among other items, changes in working capital and the effect of non-cash charges).

Non-GAAP ROIC. Return on invested capital (ROIC) is a non-GAAP financial measure that management believes provides useful supplemental information for management and the investor by measuring the effectiveness of our operations' use of invested capital to generate profits. We use ROIC to track how much value we are creating for our shareholders. Non-GAAP ROIC is calculated by dividing annualized non-GAAP operating income, net of an adjustment for income taxes (as described above), by average invested capital. Average invested capital is calculated by subtracting the average of the beginning balance and the ending balance of current liabilities (excluding the current portion of long-term debt and other short-term financings) from the average of the beginning balance and the ending balance of net accounts receivable, inventories, other current assets, net property and equipment and a cash amount equal to seven days of quarterly revenue.

Net debt or positive net cash. Net debt or positive net cash is defined as unrestricted cash, cash equivalents and short-term investments minus any borrowings under our credit facility and the principal balance of our senior unsecured notes. Management believes that net debt or positive net cash provides useful information regarding the level of Qorvo's indebtedness by reflecting cash and investments that could be used to repay debt.

Forward-looking non-GAAP measures. Our earnings release contains forward-looking non-GAAP revenue, gross margin, income tax rate and diluted earnings per share. We provide these non-GAAP measures to investors on a prospective basis for the same reasons (set forth above) that we provide them to investors on a historical basis. GAAP revenue is expected to reconcile within $1.0 million of the quarterly forecasted non-GAAP revenue. We are unable to provide a reconciliation of the remaining forward-looking non-GAAP financial measures to the most directly comparable forward-looking GAAP financial measures without unreasonable effort due to variability and difficulty in making accurate projections for items that would be required to be included in the GAAP measures, such as stock-based compensation, integration related costs, restructuring charges and the provision for income taxes. We believe such reconciliations would imply a degree of precision that would be confusing or misleading to investors.

Limitations of non-GAAP financial measures. The primary material limitations associated with the use of non-GAAP financial measures as an analytical tool compared to the most directly comparable GAAP financial measures are these non-GAAP financial measures (i) may not be comparable to similarly titled measures used by other companies in our industry, and (ii) exclude financial information that some may consider important in evaluating our performance, thus limiting their usefulness as a comparative tool. We compensate for these limitations by





providing full disclosure of the differences between these non-GAAP financial measures and the corresponding GAAP financial measures, including a reconciliation of the non-GAAP financial measures to the corresponding GAAP financial measures, to enable investors to perform their own analysis of our gross profit and gross margin, operating expenses, operating income, net income, net income per diluted share and net cash provided by operating activities. We further compensate for the limitations of our use of non-GAAP financial measures by presenting the corresponding GAAP measures more prominently.

Qorvo will conduct a conference call at 5:00 p.m. EDT today to discuss today’s press release. The conference call will be broadcast live over the Internet and can be accessed by any interested party at http://www.qorvo.com (under “Investors”). A telephone playback of the conference call will be available approximately two hours after the call’s completion and can be accessed by dialing 719-457-0820 and using passcode 4231427. The playback will be available through the close of business November 8, 2017.

About Qorvo

Qorvo (NASDAQ:QRVO) makes a better world possible by providing innovative RF solutions at the center of connectivity. We combine product and technology leadership, systems-level expertise and global manufacturing scale to quickly solve our customers’ most complex technical challenges. Qorvo serves diverse high-growth segments of large global markets, including advanced wireless devices, wired and wireless networks and defense radar and communications. We also leverage our unique competitive strengths to advance 5G networks, cloud computing, the Internet of Things, and other emerging applications that expand the global framework interconnecting people, places and things. Visit www.qorvo.com to learn how Qorvo connects the world.

Qorvo is a registered trademark of Qorvo, Inc. in the U.S. and in other countries. All other trademarks are the property of their respective owners.

This press release includes "forward-looking statements" within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements about our plans, objectives, representations and contentions and are not historical facts and typically are identified by use of terms such as "may," "will," "should," "could," "expect," "plan," "anticipate," "believe," "estimate," "predict," "potential," "continue" and similar words, although some forward-looking statements are expressed differently. You should be aware that the forward-looking statements included herein represent management's current judgment and expectations, but our actual results, events and performance could differ materially from those expressed or implied by forward-looking statements. We do not intend to update any of these forward-looking statements or publicly announce the results of any revisions to these forward-looking statements, other than as is required under U.S. federal securities laws. Our business is subject to numerous risks and uncertainties, including those relating to fluctuations in our operating results, our dependence on a few large customers for a substantial portion of our revenue, a loss of revenue if contracts with the U.S. government or defense and aerospace contractors are canceled or delayed, our ability to implement innovative technologies, our ability to bring new products to market and achieve design wins, the efficient and successful operation of our wafer fabrication and other facilities, our ability to adjust production capacity in a timely fashion in response to changes in demand for our products, variability in manufacturing yields, industry overcapacity, inaccurate product forecasts and corresponding inventory and manufacturing costs, dependence on third parties, our dependence on international sales and operations, our ability to attract and retain skilled personnel and develop leaders, the possibility that future acquisitions may dilute our stockholders' ownership and cause us to incur debt and assume contingent liabilities, fluctuations in the price of our common stock, our ability to protect our intellectual property, claims of intellectual property infringement and other lawsuits, security breaches and other similar disruptions compromising our information, and the impact of government and stringent environmental regulations. These and other risks and uncertainties, which are described in more detail in Qorvo's most recent Annual Report on Form 10-K and in other reports and statements 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.

# # #

Financial Tables to Follow

QRVO-F






QORVO, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share data)
(Unaudited)

 
Three Months Ended
 
Six Months Ended
 
September 30, 2017
 
October 1, 2016
 
September 30, 2017
 
October 1, 2016
Revenue
$
821,583

 
$
864,698

 
$
1,462,414

 
$
1,563,235

 
 
 
 
 
 
 
 
Costs and expenses:
 
 
 
 
 
 
 
Cost of goods sold
500,561

 
547,899

 
905,015

 
969,961

Research and development
111,398

 
126,078

 
227,897

 
243,215

Selling, general and administrative
138,867

 
138,583

 
278,298

 
282,178

Other operating expense
21,193

 
6,745

 
29,469

 
16,747

Total costs and expenses
772,019

 
819,305

 
1,440,679

 
1,512,101

 
 
 
 
 
 
 
 
Income from operations
49,564

 
45,393

 
21,735

 
51,134

Interest expense
(14,778
)
 
(15,554
)
 
(27,049
)
 
(30,741
)
Other income (expense), net
866

 
(119
)
 
698

 
(341
)
 
 
 
 
 
 
 
 
Income (loss) before income taxes
$
35,652

 
$
29,720

 
$
(4,616
)
 
$
20,052

Income tax benefit (expense)
267

 
(17,873
)
 
9,911

 
(13,880
)
 
 
 
 
 
 
 
 
Net income
$
35,919

 
$
11,847

 
$
5,295

 
$
6,172

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income per share, diluted
$
0.27

 
$
0.09

 
$
0.04

 
$
0.05

 
 
 
 
 
 
 
 
Weighted average outstanding diluted shares
130,778

 
132,329

 
131,062

 
132,461









QORVO, INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
(In thousands, except per share data)
(Unaudited)
 
Three Months Ended
 
September 30, 2017
 
July 1, 2017
 
October 1, 2016
 
 
 
 
 
 
GAAP operating income (loss)
$
49,564

 
$
(27,829
)
 
$
45,393

Stock-based compensation expense
23,458

 
21,126

 
26,042

Amortization of intangible assets
135,639

 
134,686

 
119,646

Restructuring charges
7,453

 
531

 
468

IPR litigation settlement

 

 
(5,100
)
Acquisition and integration related costs
2,613

 
2,777

 
8,962

Start-up costs
7,129

 
6,624

 
2,012

Other (including loss (gain) on assets and other non-cash expenses)
4,685

 
(522
)
 
(610
)
Non-GAAP operating income
$
230,541

 
$
137,393

 
$
196,813

 
 
 
 
 
 
GAAP net income (loss)
$
35,919

 
$
(30,624
)
 
$
11,847

Stock-based compensation expense
23,458

 
21,126

 
26,042

Amortization of intangible assets
135,639

 
134,686

 
119,646

Restructuring charges
7,453

 
531

 
468

IPR litigation settlement

 

 
(5,100
)
Acquisition and integration related costs
2,613

 
2,777

 
8,962

Start-up costs
7,129

 
6,624

 
2,012

Other (including loss (gain) on assets and other non-cash expenses)
4,685

 
(522
)
 
(610
)
(Gain) loss on investments
(70
)
 
(1,098
)
 
169

Adjustment of income taxes
(18,443
)
 
(19,587
)
 
6,974

 
 
 
 
 
 
Non-GAAP net income
$
198,383

 
$
113,913

 
$
170,410

 
 
 
 
 
 
GAAP weighted average outstanding diluted shares
130,778

 
126,961

 
132,329

Dilutive stock-based awards

 
4,384

 

Non-GAAP weighted average outstanding diluted shares
130,778

 
131,345

 
132,329

 
 
 
 
 

Non-GAAP net income per share, diluted
$
1.52

 
$
0.87

 
$
1.29

 
 
 
 
 
 









QORVO, INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
(In thousands, except percentages)
(Unaudited)

 
Three Months Ended
 
September 30, 2017
 
July 1, 2017
 
October 1, 2016
GAAP gross profit/margin
$
321,022

39.1
%
 
$
236,377

36.9
 %
 
$
316,799

36.6
%
Adjustment for intangible amortization
63,279

7.7
%
 
62,122

9.7
 %
 
47,191

5.5
%
Adjustment for stock-based compensation
4,167

0.5
%
 
4,001

0.6
 %
 
5,263

0.6
%
Other non-cash expenses
279

%
 
431

 %
 
430

%
    Non-cash deferred royalty revenue and equal and offsetting non-cash prepaid royalty amortization ($970)

0.1
%
 

0.1
 %
 

0.1
%
Non-GAAP gross profit/margin
$
388,747

47.4
%
 
$
302,931

47.3
 %
 
$
369,683

42.8
%

 
Three Months Ended
Non-GAAP Operating Income
September 30, 2017
(as a percentage of sales)
 
 
 
GAAP operating income
6.0
%
Stock-based compensation expense
2.9
%
Amortization of intangible assets
16.5
%
Restructuring charges
0.9
%
Acquisition and integration related costs
0.3
%
Start-up costs
0.9
%
Other (including loss on assets and other non-cash expenses)
0.6
%
Non-GAAP operating income
28.1
%


 
Three Months Ended
Free Cash Flow (1)
September 30, 2017
(in millions)
 
 
 
Net cash provided by operating activities
$
219.9

Purchases of property and equipment
(67.8
)
Free cash flow
$
152.1


(1) Free Cash Flow is calculated as net cash provided by operating activities minus property and equipment expenditures.






QORVO, INC. AND SUBSIDIARIES
ADDITIONAL SELECTED NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS
(In thousands)
(Unaudited)

 
Three Months Ended
 
September 30, 2017
 
July 1, 2017
 
October 1, 2016
GAAP research and development expense
$
111,398

 
$
116,499

 
$
126,078

Less:
 
 
 
 
 
Stock-based compensation expense
5,573

 
5,471

 
6,768

Acquisition and integration related costs

 

 
3,597

Other non-cash expenses
295

 
462

 
56

Non-GAAP research and development expense
$
105,530

 
$
110,566

 
$
115,657

 
 
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended
 
September 30, 2017
 
July 1, 2017
 
October 1, 2016
GAAP selling, general and administrative expense
$
138,867

 
$
139,431

 
$
138,583

Less:
 
 
 
 
 
Stock-based compensation expense
13,613

 
11,587

 
13,963

Amortization of intangible assets
72,360

 
72,564

 
72,455

IPR litigation settlement

 

 
(5,100
)
Other non-cash expenses
217

 
309

 
51

Non-GAAP selling, general and administrative expense
$
52,677

 
$
54,971

 
$
57,214

 
 
 
 
 
 
 
 
 
 
 
 









QORVO, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited)

 
September 30, 2017
 
April 1, 2017
ASSETS
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
574,873

 
$
545,463

Accounts receivable, net
459,761

 
357,948

Inventories
461,005

 
430,454

Other current assets
112,569

 
127,740

Total current assets
1,608,208

 
1,461,605

 
 
 
 
Property and equipment, net
1,443,392

 
1,391,932

Goodwill
2,173,889

 
2,173,914

Intangible assets, net
1,130,036

 
1,400,563

Long-term investments
66,085

 
35,494

Other non-current assets
56,470

 
58,815

Total assets
$
6,478,080

 
$
6,522,323

 
 
 
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
 
 
 
Current liabilities:
 
 
 
Accounts payable and accrued liabilities
$
396,935

 
$
386,830

Other current liabilities
26,067

 
31,998

Total current liabilities
423,002

 
418,828

 
 
 
 
Long-term debt
989,692

 
989,154

Deferred tax liabilities
74,168

 
131,511

Other long-term liabilities
86,642

 
86,108

Total liabilities
1,573,504

 
1,625,601

 
 
 
 
Stockholders’ equity
4,904,576

 
4,896,722

 
 
 
 
Total liabilities and stockholders’ equity
$
6,478,080

 
$
6,522,323