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
May 3, 2017
(Date of earliest event reported)
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 May 3, 2017, Qorvo, Inc. issued a press release announcing financial results for its fiscal 2017 fourth quarter ended April 1, 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 | Press release, dated May 3, 2017 announcing financial results for Qorvo's fiscal 2017 fourth quarter ended April 1, 2017. | |
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: May 3, 2017
EXHIBIT INDEX
Exhibit No. | Description of Exhibit | |
99.1 | Press release, dated May 3, 2017 announcing financial results for Qorvo's fiscal 2017 fourth quarter ended April 1, 2017. | |
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 2017 Fourth Quarter Results
Fiscal 2017 Annual Revenue Exceeds $3 Billion, Up 16% Year-Over-Year, Driven by 23% Growth in Infrastructure and Defense Products and 14% Growth in Mobile Products
Greensboro, NC, May 3, 2017 -- Qorvo (Nasdaq:QRVO), a leading provider of innovative RF solutions that connect the world, today announced financial results for the Company’s fiscal 2017 fourth quarter, ended April 1, 2017. On a GAAP basis, fiscal 2017 fourth quarter revenue increased 5.7% year-over-year to $643.0 million. Gross margin was 36.0%, operating loss was $24.5 million, and diluted EPS was $0.43. On a non-GAAP basis, fiscal 2017 fourth quarter revenue was $642.0 million, gross margin was 46.2%, operating income was $133.4 million, or 20.8% of sales, and diluted EPS was $0.85.
Quarterly Highlights
• | Shipped first BAW 5-based filter, in RF Fusion™ WiFi solution, in support of Xiaomi®, Oppo® and Vivo® |
• | First to achieve full certification from MediaTek® for an integrated module covering low, mid and high bands |
• | Supported ZTE® with full suite of low-, mid- and high-band RF Fusion placements |
• | Commenced shipments of Power Class 2 solutions to Sony®, LG® and HTC®, and secured design wins for Power Class 2-capable RF Flex™ and high-band RF Fusion solutions |
• | Secured an important 802.11ac design win in a Sonos® sound bar for home audio networks |
• | Achieved over 20% year-over-year growth in Defense & Aerospace with strength in GaN-based power amplifiers |
• | Expanded optical product portfolio with release of phase amplitude modulation 4 (PAM4) products for data centers |
“For fiscal year 2017, Qorvo delivered revenue of $3 billion, up 16% year-over-year, with 23% growth in IDP and 14% growth in Mobile Products. We are very proud of what the team achieved, and we expect continued strong revenue growth and margin expansion in fiscal year 2018,” said Bob Bruggeworth, president and chief executive officer of Qorvo. “In the March quarter, we continued to extend our product and technology leadership. We collaborated with all major infrastructure OEMs on next-generation 4G and pre-5G macro base station GaN PAs, we supported 1 Gbps throughput in the ZTE® Gigabit smartphone, we supplied the industry’s first 5G RF front end
in collaboration with Intel®, and we achieved full certification of the first single-placement integrated module covering low, mid and high bands on a MediaTek baseband.”
Financial Commentary and Outlook
Mark Murphy, chief financial officer of Qorvo, said, “In the fourth quarter, Qorvo delivered revenue and margins above consensus and earnings at the high end of our guidance range. While our June quarter guidance reflects weaker than anticipated near-term demand in China, we see strong revenue growth, gross and operating margin expansion, and a doubling of free cash flow for fiscal year 2018.”
Qorvo currently expects the demand environment in its end markets supports the following non-GAAP expectations for the June 2017 quarter:
• | Quarterly revenue in the range of $610 million to $650 million |
• | Gross margin of approximately 47% |
• | A tax rate below 10% |
• | Diluted EPS in the range of $0.70 to $0.90 |
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 April 1, 2017 | For the quarter ended December 31, 2016 | Change vs. Q3 FY 2017 | ||||||||
Revenue | $ | 643.0 | $ | 826.3 | $ | (183.3 | ) | |||
Gross profit | $ | 231.6 | $ | 310.6 | $ | (79.0 | ) | |||
Gross margin | 36.0 | % | 37.6 | % | -1.6 | ppt | ||||
Operating expenses | $ | 256.1 | $ | 249.2 | $ | 6.9 | ||||
Operating (loss) income | $ | (24.5 | ) | $ | 61.4 | $ | (85.9 | ) | ||
Net income (loss) | $ | 55.9 | $ | (78.6 | ) | $ | 134.5 | |||
Weighted average diluted shares | 131.0 | 126.9 | 4.1 | |||||||
Diluted EPS | $ | 0.43 | $ | (0.62 | ) | $ | 1.05 | |||
SELECTED NON-GAAP RESULTS1 | ||||||||||
(Unaudited) | ||||||||||
(In millions, except for percentages and EPS) | ||||||||||
For the quarter ended April 1, 2017 | For the quarter ended December 31, 2016 | Change vs. Q3 FY 2017 | ||||||||
Revenue | $ | 642.0 | $ | 825.4 | $ | (183.4 | ) | |||
Gross profit | $ | 296.5 | $ | 365.8 | $ | (69.3 | ) | |||
Gross margin | 46.2 | % | 44.3 | % | 1.9 | ppt | ||||
Operating expenses | $ | 163.1 | $ | 157.1 | $ | 6.0 | ||||
Operating income | $ | 133.4 | $ | 208.7 | $ | (75.3 | ) | |||
Net income | $ | 111.7 | $ | 177.3 | $ | (65.6 | ) | |||
Weighted average diluted shares | 131.0 | 131.5 | (0.5 | ) | ||||||
Diluted EPS | $ | 0.85 | $ | 1.35 | $ | (0.50 | ) | |||
SELECTED GAAP RESULTS | ||||||||||
(Unaudited) | ||||||||||
(In millions, except for percentages and EPS) | ||||||||||
For the quarter ended April 1, 2017 | For the quarter ended April 2, 2016 | Change vs. Q4 FY 2016 | ||||||||
Revenue | $ | 643.0 | $ | 608.1 | $ | 34.9 | ||||
Gross profit | $ | 231.6 | $ | 254.2 | $ | (22.6 | ) | |||
Gross margin | 36.0 | % | 41.8 | % | -5.8 | ppt | ||||
Operating expenses | $ | 256.1 | $ | 245.7 | $ | 10.4 | ||||
Operating (loss) income | $ | (24.5 | ) | $ | 8.5 | $ | (33.0 | ) | ||
Net income (loss) | $ | 55.9 | $ | (24.2 | ) | $ | 80.1 | |||
Weighted average diluted shares | 131.0 | 132.7 | (1.7 | ) | ||||||
Diluted EPS | $ | 0.43 | $ | (0.18 | ) | $ | 0.61 | |||
SELECTED NON-GAAP RESULTS1 | ||||||||||
(Unaudited) | ||||||||||
(In millions, except for percentages and EPS) | ||||||||||
For the quarter ended April 1, 2017 | For the quarter ended April 2, 2016 | Change vs. Q4 FY 2016 | ||||||||
Revenue | $ | 642.0 | $ | 607.1 | $ | 34.9 | ||||
Gross profit | $ | 296.5 | $ | 303.5 | $ | (7.0 | ) | |||
Gross margin | 46.2 | % | 50.0 | % | -3.8 | ppt | ||||
Operating expenses | $ | 163.1 | $ | 142.9 | $ | 20.2 | ||||
Operating income | $ | 133.4 | $ | 160.6 | $ | (27.2 | ) | |||
Net income | $ | 111.7 | $ | 142.6 | $ | (30.9 | ) | |||
Weighted average diluted shares | 131.0 | 137.5 | (6.5 | ) | ||||||
Diluted EPS | $ | 0.85 | $ | 1.04 | $ | (0.19 | ) | |||
1Excludes stock-based compensation, amortization of intangibles, acquisition and integration related costs, intellectual property rights (IPR) litigation costs, non-cash deferred royalty revenue and equal and offsetting non-cash prepaid royalty amortization, start-up costs, restructuring and disposal costs, loss (gain) on assets, loss (gain) on investment, 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 both prior periods as well as to its competitors. We also believe that the adjustments to profit and margin related to non-cash deferred royalty revenue, non-cash prepaid royalty amortization, restructuring and disposal costs 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 and disposal costs, acquisition and integration related costs, intellectual property rights (IPR) litigation 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 and disposal costs, acquisition and integration related costs, IPR litigation 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 and disposal costs, acquisition and integration related costs, IPR litigation costs, loss (gain) on assets, start-up costs, certain non-cash expenses, loss on investment 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 costs 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 and IPR litigation 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 because due to variability and difficulty in making accurate projections for items such as stock-based compensation, integration related costs, restructuring charges and the provision for income taxes, we are unable to quantify certain amounts that would be required to be included in the GAAP measures without unreasonable effort. 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 revenue, non-GAAP gross profit and gross margin, non-GAAP operating expenses, non-GAAP operating income and operating margin, non-GAAP net income, non-GAAP diluted earnings per share, free cash flow, EBITDA, non-GAAP ROIC and net debt or positive net cash, as an analytical tool compared to the most directly comparable GAAP financial measures of gross profit and gross margin, operating expenses, operating income, net
income, diluted earnings per share and net cash provided by operating activities are (i) they may not be comparable to similarly titled measures used by other companies in our industry, and (ii) they 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 3606094. The playback will be available through the close of business May 10, 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 the federal securities laws. Qorvo's business is subject to numerous risks and uncertainties, including variability in operating results, the inability of certain of our customers or suppliers to access their traditional sources of credit, our industry's rapidly changing technology, 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 facilities, assembly facilities and test and tape and reel 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 and current macroeconomic conditions, inaccurate product forecasts and corresponding inventory and manufacturing costs, dependence on third parties and our ability to manage platform providers and customer relationships, 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 shareholders' ownership and cause us to incur debt and assume contingent liabilities, fluctuations in the price of our common stock, additional claims of
infringement on our intellectual property portfolio, lawsuits and claims relating to our products, security breaches and other similar disruptions compromising our information and exposing us to liability, and the impact of 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 OPERATIONS
(In thousands, except per share data)
(Unaudited)
Three Months Ended | Twelve Months Ended | |||||||||||||||
April 1, 2017 | April 2, 2016 | April 1, 2017 | April 2, 2016 | |||||||||||||
Revenue | $ | 642,992 | $ | 608,069 | $ | 3,032,574 | $ | 2,610,726 | ||||||||
Costs and expenses: | ||||||||||||||||
Cost of goods sold | 411,396 | 353,869 | 1,897,062 | 1,561,173 | ||||||||||||
Research and development | 115,670 | 107,268 | 470,836 | 448,763 | ||||||||||||
Selling, general and administrative | 132,738 | 127,083 | 545,588 | 534,099 | ||||||||||||
Other operating expense | 7,644 | 11,372 | 31,029 | 54,723 | ||||||||||||
Total costs and expenses | 667,448 | 599,592 | 2,944,515 | 2,598,758 | ||||||||||||
(Loss) income from operations | (24,456 | ) | 8,477 | 88,059 | 11,968 | |||||||||||
Interest expense | (13,674 | ) | (14,440 | ) | (58,879 | ) | (23,316 | ) | ||||||||
Other income (expense), net | 842 | 3,242 | (1,875 | ) | 8,486 | |||||||||||
(Loss) income before income taxes | $ | (37,288 | ) | $ | (2,721 | ) | $ | 27,305 | $ | (2,862 | ) | |||||
Income tax benefit (expense) | 93,196 | (21,481 | ) | (43,863 | ) | (25,983 | ) | |||||||||
Net income (loss) | $ | 55,908 | $ | (24,202 | ) | $ | (16,558 | ) | $ | (28,845 | ) | |||||
Net earnings (loss) per share, diluted | $ | 0.43 | $ | (0.18 | ) | $ | (0.13 | ) | $ | (0.20 | ) | |||||
Weighted average outstanding diluted shares | 131,001 | 132,713 | 127,121 | 141,937 | ||||||||||||
QORVO, INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
(In thousands, except per share data)
(Unaudited)
Three Months Ended | |||||||||||
April 1, 2017 | December 31, 2016 | April 2, 2016 | |||||||||
GAAP operating (loss) income | $ | (24,456 | ) | $ | 61,381 | $ | 8,477 | ||||
Stock-based compensation expense | 15,554 | 16,655 | 25,308 | ||||||||
Amortization of intangible assets | 133,427 | 121,969 | 114,817 | ||||||||
Restructuring and disposal costs | 377 | 437 | 104 | ||||||||
IPR litigation costs | — | 607 | 528 | ||||||||
Acquisition and integration related costs | 4,243 | 5,426 | 5,545 | ||||||||
Start-up costs | 3,399 | 2,207 | 3,069 | ||||||||
Other (including loss (gain) on assets and other non-cash expenses) | 876 | (3 | ) | 2,719 | |||||||
Non-GAAP operating income | $ | 133,420 | $ | 208,679 | $ | 160,567 | |||||
GAAP net income (loss) | $ | 55,908 | $ | (78,638 | ) | $ | (24,202 | ) | |||
Stock-based compensation expense | 15,554 | 16,655 | 25,308 | ||||||||
Amortization of intangible assets | 133,427 | 121,969 | 114,817 | ||||||||
Restructuring and disposal costs | 377 | 437 | 104 | ||||||||
IPR litigation costs | — | 607 | 528 | ||||||||
Acquisition and integration related costs | 4,243 | 5,426 | 5,545 | ||||||||
Start-up costs | 3,399 | 2,207 | 3,069 | ||||||||
Other (including loss (gain) on assets and other non-cash expenses) | 876 | (3 | ) | 2,719 | |||||||
Loss (gain) on investment | — | 720 | (2,629 | ) | |||||||
Adjustment of income taxes | (102,035 | ) | 107,889 | 17,381 | |||||||
Non-GAAP net income | $ | 111,749 | $ | 177,269 | $ | 142,640 | |||||
GAAP weighted average outstanding diluted shares | 131,001 | 126,852 | 132,713 | ||||||||
Diluted stock-based awards | — | 4,616 | 4,769 | ||||||||
Non-GAAP weighted average outstanding diluted shares | 131,001 | 131,468 | 137,482 | ||||||||
Non-GAAP net income per share, diluted | $ | 0.85 | $ | 1.35 | $ | 1.04 | |||||
QORVO, INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
(In thousands, except percentages)
(Unaudited)
Three Months Ended | |||||||||||||||||
April 1, 2017 | December 31, 2016 | April 2, 2016 | |||||||||||||||
GAAP gross profit/margin | $ | 231,596 | 36.0 | % | $ | 310,642 | 37.6 | % | $ | 254,200 | 41.8 | % | |||||
Adjustment for intangible amortization | 60,966 | 9.5 | % | 49,508 | 6.0 | % | 42,997 | 7.1 | % | ||||||||
Adjustment for stock-based compensation | 3,697 | 0.6 | % | 5,179 | 0.6 | % | 6,211 | 1.0 | % | ||||||||
Other non-cash expenses | 288 | — | % | 450 | — | % | 94 | — | % | ||||||||
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 | $ | 296,547 | 46.2 | % | $ | 365,779 | 44.3 | % | $ | 303,502 | 50.0 | % | |||||
Three Months Ended | ||
Non-GAAP Operating Income | April 1, 2017 | |
(as a percentage of sales) | ||
GAAP operating loss | (3.8 | )% |
Stock-based compensation expense | 2.4 | % |
Amortization of intangible assets | 20.8 | % |
Restructuring and disposal costs | 0.1 | % |
Acquisition and integration related costs | 0.7 | % |
Start-up costs | 0.5 | % |
Other (including (gain) loss on assets and other non-cash expenses) | 0.1 | % |
Non-GAAP operating income | 20.8 | % |
Three Months Ended | |||
Free Cash Flow (1) | April 1, 2017 | ||
(in millions) | |||
Net cash provided by operating activities | $ | 247.1 | |
Purchases of property and equipment | (165.8 | ) | |
Free cash flow | $ | 81.3 | |
(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 | |||||||||||
April 1, 2017 | December 31, 2016 | April 2, 2016 | |||||||||
GAAP research and development expense | $ | 115,670 | $ | 111,951 | $ | 107,268 | |||||
Less: | |||||||||||
Stock-based compensation expense | 6,108 | 6,284 | 10,747 | ||||||||
Other non-cash expenses | 705 | 680 | 239 | ||||||||
Non-GAAP research and development expense | $ | 108,857 | $ | 104,987 | $ | 96,282 | |||||
Three Months Ended | |||||||||||
April 1, 2017 | December 31, 2016 | April 2, 2016 | |||||||||
GAAP selling, general and administrative expense | $ | 132,738 | $ | 130,672 | $ | 127,083 | |||||
Less: | |||||||||||
Stock-based compensation expense | 5,732 | 5,205 | 7,980 | ||||||||
Amortization of intangible assets | 72,461 | 72,461 | 71,820 | ||||||||
IPR litigation costs | — | 607 | 528 | ||||||||
Other non-cash expenses | 275 | 286 | 102 | ||||||||
Non-GAAP selling, general and administrative expense | $ | 54,270 | $ | 52,113 | $ | 46,653 | |||||
QORVO, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited)
April 1, 2017 | April 2, 2016 | ||||||
ASSETS | |||||||
Current assets: | |||||||
Cash and cash equivalents | $ | 545,463 | $ | 425,881 | |||
Short-term investments | — | 186,808 | |||||
Accounts receivable, net | 357,948 | 316,356 | |||||
Inventories | 430,454 | 427,551 | |||||
Other current assets | 127,740 | 152,614 | |||||
Total current assets | 1,461,605 | 1,509,210 | |||||
Property and equipment, net | 1,391,932 | 1,046,888 | |||||
Goodwill | 2,173,914 | 2,135,697 | |||||
Intangible assets, net | 1,400,563 | 1,812,515 | |||||
Long-term investments | 35,494 | 26,050 | |||||
Other non-current assets | 58,815 | 66,459 | |||||
Total assets | $ | 6,522,323 | $ | 6,596,819 | |||
LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||
Current liabilities: | |||||||
Accounts payable and accrued liabilities | $ | 386,830 | $ | 343,253 | |||
Other current liabilities | 31,998 | 30,548 | |||||
Total current liabilities | 418,828 | 373,801 | |||||
Long-term debt | 989,154 | 988,130 | |||||
Deferred tax liabilities | 131,511 | 152,160 | |||||
Other long-term liabilities | 86,108 | 83,056 | |||||
Total liabilities | 1,625,601 | 1,597,147 | |||||
Stockholders’ equity | 4,896,722 | 4,999,672 | |||||
Total liabilities and stockholders’ equity | $ | 6,522,323 | $ | 6,596,819 | |||