Large accelerated filer
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Accelerated filer
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Non-accelerated filer
¨
(Do not check if a smaller reporting company)
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Smaller reporting company
¨
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QORVO, INC.
FORM 10-K
FOR THE FISCAL YEAR ENDED MARCH 28, 2015
INDEX
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Page
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Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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Item 15.
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•
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Mobile Products (MP)
- MP is a leading global supplier of RF solutions that perform various functions in the increasingly complex cellular radio front end section of smartphones and other cellular devices. These RF solutions are required in fourth generation (“4G”) data-centric devices operating under Long-Term Evolution (“LTE”) 4G networks, as well as third generation (“3G”) and second generation (“2G”) mobile devices. Our solutions include complete RF front end modules that combine high-performance filters, power amplifiers (“PAs”) and switches, PA modules, transmit modules, antenna control solutions, antenna switch modules, diversity receive modules and envelope tracking ("ET") power management devices. MP supplies its broad portfolio of RF solutions into a variety of mobile devices, including smartphones, handsets, notebook computers, wearables and tablets.
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•
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Infrastructure and Defense Products (IDP)
- IDP is a leading global supplier of a broad array of RF solutions to wireless network infrastructure, defense and aerospace markets and short-range connectivity applications for commercial, consumer, industrial and automotive markets. Infrastructure applications include 4G LTE and 3G base station deployments, WiFi infrastructure, microwave point-to-point ("PtP") radio and optical network links, and cable television ("CATV") wireline infrastructure. Defense and aerospace applications, which require extreme precision, reliability, durability and supply assurance, include a variety of advanced systems, such as active phased array radar, electronic warfare and various communications applications. Industrial and automotive applications include energy management, private mobile radio, satellite radio and test and measurement equipment. Our IDP products include high power GaAs and GaN PAs, low noise amplifiers, switches, fixed frequency and voltage-controlled oscillators (“VCOs”), filters, attenuators, modulators, driver and transimpedance amplifiers and various multichip and hybrid assemblies.
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•
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Transport, which includes wireless and wired broadband networks infrastructure for CATV, fiber-to-the-home, optical transport networks, Very-Small Aperture Terminals ("VSAT") and PtP radio;
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•
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Base Station, which comprises 2G, 3G, 4G LTE and multi-carrier, multi-standard base stations and small cells; and,
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•
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Connectivity, such as WiFi, automotive radar, telematics, advanced metering infrastructure ("AMI") and other industrial applications.
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Fiscal Year
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||||||||||
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2015
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2014
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2013
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||||||
Sales:
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||||||
United States
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$
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315,775
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$
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342,805
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$
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296,442
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International
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1,395,191
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805,426
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667,705
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Long-lived tangible assets:
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||||||
United States
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$
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697,305
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$
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120,885
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$
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114,635
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International
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186,066
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75,111
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76,891
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•
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changes in business and economic conditions, including downturns in the semiconductor industry and the overall economy;
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•
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changes in consumer confidence caused by changes in market conditions, including changes in the credit markets, expectations for inflation, unemployment levels, and energy or other commodity prices;
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•
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our ability to predict market requirements and evolving industry standards accurately and in a timely manner;
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•
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our ability to predict customer demand accurately to limit obsolete inventory, which would reduce our profit margins;
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•
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the ability of third-party foundries and third-party assembly, test and tape and reel suppliers and other third-party subcontractor suppliers to handle our products in a timely and cost-effective manner that meets our customers' requirements;
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•
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our customers’ and distributors’ ability to manage the inventory that they hold and to forecast their demand;
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•
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our ability to achieve cost savings and improve yields and margins on our new and existing products;
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•
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our ability to respond to downward pressure on the average selling prices of our products caused by our customers or our competitors; and
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•
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our ability to utilize our capacity efficiently or acquire additional capacity in response to customer demand.
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•
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the accuracy of our prediction of market requirements and evolving standards;
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•
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our ability to design products that meet our customers’ cost, size and performance requirements;
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•
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acceptance of our new product designs;
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•
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the availability of qualified product designers;
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•
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our timely completion and execution of product designs and ramp of new products according to our customers’ needs with acceptable manufacturing yields;
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•
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acceptance of our customers' products by the market and the variability of the life cycle of such products; and
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our ability to successfully design, develop, manufacture and integrate new products.
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•
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timing and execution of plans and programs that may be subject to local labor law requirements, including consultation with appropriate work councils;
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•
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changes in assumptions related to severance and post-retirement costs;
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•
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future divestitures;
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•
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new business initiatives and changes in product roadmap, development and manufacturing;
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•
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changes in employment levels and turnover rates;
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•
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changes in product demand and the business environment; and
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•
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changes in the fair value of certain long-lived assets and goodwill.
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•
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demand for our products;
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•
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our ability to adjust production capacity in a timely fashion in response to changes in demand for our products;
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our ability to generate revenue in amounts that cover the significant fixed costs of operating the facilities;
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•
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our ability to qualify our facilities for new products and new technologies in a timely manner;
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•
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the availability of raw materials and the impact of the volatility of commodity pricing on raw materials, including GaAs substrates, gold and high purity source materials such as gallium, aluminum, arsenic, indium, silicon, phosphorous and beryllium;
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•
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our manufacturing cycle times;
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•
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our manufacturing yields;
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•
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the political and economic risks associated with the increased reliance on our manufacturing operations in China, Costa Rica, the Philippines and Germany;
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•
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potential violations by our
i
nternational employees or third-party agents of international or U.S. laws relevant to foreign operations;
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•
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our reliance on our internal facilities;
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•
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our ability to hire, train and manage qualified production personnel;
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•
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our compliance with applicable environmental and other laws and regulations, including social responsibilities and conflict minerals requirements;
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our ability to avoid prolonged periods of down-time in our facilities for any reason; and
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the occurrence of natural disasters anywhere in the world, which could directly or indirectly affect our facilities, subcontractor operations, and supply chain.
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•
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design errors;
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•
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defects in photomasks (which are used to print circuits on a wafer);
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•
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minute impurities in materials used;
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•
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contamination of the manufacturing environment;
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•
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equipment failure or variations in the manufacturing processes;
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•
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losses from broken wafers or other human error; and
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defects in packaging.
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writing off the value of inventory;
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•
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disposing of products that cannot be fixed;
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•
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recalling products that have been shipped;
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•
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providing product replacements or modifications;
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direct and indirect costs incurred by our customers in recalling their products due to defects in our products; and
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defending against litigation.
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hire and retain qualified employees;
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•
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continue to develop leaders for key business units and functions;
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expand our presence in international locations and adapt to cultural norms of foreign locations; and
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train and motivate our employee base.
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the diversion of management’s attention from ongoing business concerns and performance shortfalls as a result of management's attention to the completion of the integration;
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managing a larger combined company;
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maintaining employee morale and retaining key management and other employees;
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•
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the continuing integration of two unique corporate cultures;
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•
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retaining existing customers and attracting new customers on profitable terms;
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•
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consolidating corporate and administrative infrastructures and eliminating duplicative operations;
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coordinating geographically separate organizations;
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unanticipated issues in integrating information technology, communications and other systems;
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managing tax costs or inefficiencies associated with integrating the operations of the combined company; and
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unforeseen expenses or delays associated with the Business Combination.
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unanticipated costs, capital expenditures or working capital requirements;
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acquisition-related charges and amortization of acquired technology and other intangibles;
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diversion of management's attention from our business;
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injury to existing business relationships with suppliers and customers;
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failure to successfully integrate acquired businesses, operations, products, technologies and personnel; and
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unrealized expected synergies.
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general market and economic conditions, including market conditions in the semiconductor industry;
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actual or expected variations in quarterly operating results;
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•
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differences between actual operating results and those expected by investors and analysts;
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changes in recommendations by securities analysts;
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operations and stock performance of competitors;
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accounting charges, including charges relating to the impairment of goodwill;
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significant acquisitions or strategic alliances by us or by our competitors;
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•
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sales of our common stock, including sales by our directors and officers or significant investors;
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recruitment or departure of key personnel; and
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loss of key customers.
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granting to the board of directors sole power to set the number of directors and fill any vacancy on the board of directors, whether such vacancy occurs as a result of an increase in the number of directors or otherwise;
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limitations on the ability of stockholders to remove directors;
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•
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the ability of the board of directors to designate and issue one or more series of preferred stock without stockholder approval, the terms of which may be determined at the sole discretion of the board of directors;
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the inability of stockholders to call special meetings of stockholders;
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establishment of advance notice requirements for stockholder proposals and nominations for election to the board of directors at stockholder meetings; and
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the inability of stockholders to act by written consent.
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the amount of profit determined to be earned and taxed in each jurisdiction;
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the resolution of issues arising from tax audits with various tax authorities;
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changes in the valuation of our either gross deferred tax assets or gross deferred tax liabilities;
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adjustments to income taxes upon finalization of various tax returns;
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increases in expenses not deductible for tax purposes;
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•
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changes in available tax credits;
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•
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changes in tax laws or the interpretation of such tax laws, and changes in generally accepted accounting principles; and
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a future decision to repatriate non-U.S. earnings for which we have not previously provided for U.S. taxes.
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High
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Low
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||
Fiscal Year Ended March 28, 2015
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Fourth Quarter
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85.63
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63.02
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B.
|
The lines represent monthly index levels derived from compounded daily returns, assuming reinvestment of all dividends.
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C.
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The indexes are reweighted daily using the market capitalization on the previous trading day.
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D.
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If the month end is not a trading day, the preceding trading day is used.
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Period
|
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Total number of shares purchased
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Average price paid per share
|
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Total number of shares purchased as part of publicly announced plans or programs
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Approximate dollar value of shares that may yet be purchased under the plans or programs
|
||
December 28, 2014 to January 24, 2015
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0
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$0.00
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0
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N/A
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January 25, 2015 to February 21, 2015
|
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741,041
|
|
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$65.79
|
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741,041
|
|
$151.2 million
|
February 22, 2015 to March 28, 2015
|
|
18,042
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$68.95
|
|
|
18,042
|
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$150.0 million
|
Total
|
|
759,083
|
|
|
$65.87
|
|
|
759,083
|
|
$150.0 million
|
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Fiscal Year End
|
|||||||||||||||||||
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2015
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(5)
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2014
|
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2013
|
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2012
|
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2011
|
|
||||||||||
|
(In thousands, except per share data)
|
|||||||||||||||||||
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|
||||||||||
Revenue
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$
|
1,710,966
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|
|
$
|
1,148,231
|
|
|
$
|
964,147
|
|
|
$
|
871,352
|
|
|
$
|
1,051,756
|
|
|
|
|
|
|
|
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|
||||||||||
Operating costs and expenses:
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|
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|
|
|
|
|
|
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|
||||||||||
Cost of goods sold
|
1,021,658
|
|
|
743,304
|
|
|
658,332
|
|
|
582,586
|
|
|
662,085
|
|
|
|||||
Research and development
|
257,494
|
|
|
197,269
|
|
|
178,793
|
|
|
151,697
|
|
|
141,097
|
|
|
|||||
Marketing and selling
|
164,657
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|
|
74,672
|
|
|
68,674
|
|
|
63,217
|
|
|
59,470
|
|
|
|||||
General and administrative
|
85,229
|
|
|
76,732
|
|
|
64,242
|
|
|
50,107
|
|
|
48,003
|
|
|
|||||
Other operating expense (income)
|
59,462
|
|
(6)
|
28,913
|
|
(4)
|
9,786
|
|
|
(898
|
)
|
|
1,582
|
|
|
|||||
Total operating costs and expenses
|
1,588,500
|
|
|
1,120,890
|
|
|
979,827
|
|
|
846,709
|
|
|
912,237
|
|
|
|||||
Income (loss) from operations
|
122,466
|
|
|
27,341
|
|
|
(15,680
|
)
|
|
24,643
|
|
|
139,519
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
(1,421
|
)
|
|
(5,983
|
)
|
|
(6,532
|
)
|
|
(10,997
|
)
|
|
(17,140
|
)
|
|
|||||
Interest income
|
450
|
|
|
179
|
|
|
249
|
|
|
468
|
|
|
787
|
|
|
|||||
Other (expense) income, net
|
(254
|
)
|
|
2,336
|
|
|
(3,936
|
)
|
|
1,514
|
|
|
339
|
|
|
|||||
Income (loss) before income taxes
|
121,241
|
|
|
23,873
|
|
|
(25,899
|
)
|
|
15,628
|
|
|
123,505
|
|
|
|||||
Income tax benefit (expense)
|
75,062
|
|
(7)
|
(11,231
|
)
|
|
(27,100
|
)
|
(3)
|
(14,771
|
)
|
(2)
|
1,053
|
|
(1)
|
|||||
Net income (loss)
|
$
|
196,303
|
|
|
$
|
12,642
|
|
|
$
|
(52,999
|
)
|
|
$
|
857
|
|
|
$
|
124,558
|
|
|
Net income (loss) per share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
2.17
|
|
|
$
|
0.18
|
|
|
$
|
(0.76
|
)
|
|
$
|
0.01
|
|
|
$
|
1.83
|
|
|
Diluted
|
$
|
2.11
|
|
|
$
|
0.18
|
|
|
$
|
(0.76
|
)
|
|
$
|
0.01
|
|
|
$
|
1.78
|
|
|
Shares used in per share calculation:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
90,477
|
|
|
70,499
|
|
|
69,650
|
|
|
69,072
|
|
|
68,144
|
|
|
|||||
Diluted
|
93,211
|
|
|
72,019
|
|
|
69,650
|
|
|
70,644
|
|
|
70,099
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
As of Fiscal Year End
|
|||||||||||||||||||
|
2015
|
(5)
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
||||||||||
Cash and cash equivalents
|
299,814
|
|
|
171,898
|
|
|
101,662
|
|
|
135,524
|
|
|
131,760
|
|
|
|||||
Short-term investments
|
244,830
|
|
|
72,067
|
|
|
77,987
|
|
|
164,863
|
|
|
159,881
|
|
|
|||||
Working capital
|
1,174,795
|
|
|
317,445
|
|
|
330,523
|
|
|
421,182
|
|
|
465,222
|
|
|
|||||
Total assets
|
6,892,379
|
|
(8)
|
920,312
|
|
|
931,999
|
|
|
964,584
|
|
|
1,025,393
|
|
|
|||||
Long-term debt and capital lease obligations, less current portion
|
—
|
|
|
18
|
|
|
82,123
|
|
|
119,102
|
|
|
177,557
|
|
|
|||||
Stockholders' equity
|
6,173,160
|
|
|
676,351
|
|
|
639,014
|
|
|
672,331
|
|
|
676,355
|
|
|
•
|
Mobile Products (MP)
- MP is a leading global supplier of RF solutions that perform various functions in the increasingly complex cellular radio front end section of smartphones and other cellular devices. These RF solutions are required in fourth generation (“4G”) data-centric devices operating under Long-Term Evolution (“LTE”) 4G networks, as well as third generation (“3G”) and second generation (“2G”) mobile devices. Our solutions include complete RF front end modules that combine high-performance filters, power amplifiers (“PAs”) and switches, PA modules, transmit modules, antenna control solutions, antenna switch modules, diversity receive modules and envelope tracking ("ET") power management devices. MP supplies its broad portfolio of RF solutions into a variety of mobile devices, including smartphones, handsets, notebook computers, wearables and tablets.
|
•
|
Infrastructure and Defense Products (IDP)
- IDP is a leading global supplier of a broad array of RF solutions to wireless network infrastructure, defense and aerospace markets and short-range connectivity applications for commercial, consumer, industrial and automotive markets. Infrastructure applications include 4G LTE and 3G base station deployments, WiFi infrastructure, microwave point-to-point ("PtP") radio and optical network links, and cable television ("CATV") wireline infrastructure. Defense and aerospace applications, which require extreme precision, reliability, durability and supply assurance, include a variety of advanced systems, such as active phased array radar, electronic warfare and various communications applications. Industrial and automotive applications include energy management, private mobile radio, satellite radio and test and measurement equipment. Our IDP products include high power GaAs and GaN PAs, low noise amplifiers, switches, fixed frequency and voltage-controlled oscillators (“VCOs”), filters, attenuators, modulators, driver and transimpedance amplifiers and various multichip and hybrid assemblies.
|
•
|
Our revenue increased
49.0%
in fiscal
2015
to
$1,711.0 million
as compared to
$1,148.2 million
in fiscal
2014
. Approximately $259.5 million of this increase relates to the inclusion of TriQuint revenue for the Post-Combination Period. The remaining increase is primarily due to increased demand for our cellular RF solutions for smartphones.
|
•
|
Our gross margin for fiscal
2015
increased to
40.3%
as compared to
35.3%
for fiscal
2014
. This increase was primarily due to a favorable change in product mix towards higher margin products and manufacturing- and sourcing-related cost reductions. The increase was partially offset by costs related to the Business Combination (including intangible amortization and inventory step-up), and price erosion on the average selling prices of our products.
|
•
|
Our operating income was
$122.5 million
in fiscal
2015
as compared to
$27.3 million
in fiscal
2014
. This increase was primarily due to higher revenue and improved gross margin, which was partially offset by costs related to the Business Combination (including intangible amortization, inventory step-up, stock-based compensation related to the Business Combination, integration, acquisition and restructuring expenses).
|
•
|
Our net income per diluted share was
$2.11
for fiscal
2015
compared to
$0.18
for fiscal
2014
.
|
•
|
We generated positive cash flow from operations of
$305.6 million
for fiscal
2015
as compared to
$130.8 million
for fiscal
2014
. This year-over-year increase was primarily attributable to improved profitability resulting from higher revenue.
|
•
|
Capital expenditures totaled
$169.9 million
in fiscal
2015
as compared to
$66.8 million
in fiscal
2014
, primarily due to the addition of manufacturing capacity.
|
•
|
During fiscal 2015, our 1.00% Convertible Subordinated Notes due 2014 (the "2014 Notes") became due and we paid the remaining principal balance of
$87.5 million
plus interest of
$0.4 million
with cash on hand.
|
•
|
During fiscal
2015
, we repurchased approximately
0.8 million
shares of our common stock for approximately $50.9 million.
|
•
|
During fiscal 2015, we recorded merger-related expenses, integration costs and restructuring expenses totaling $54.4 million related to the Business Combination, which was completed on January 1, 2015.
|
|
2015
|
|
2014
|
|
2013
|
|||||||||||||||
(In thousands, except percentages)
|
Dollars
|
|
% of
Revenue |
|
Dollars
|
|
% of
Revenue |
|
Dollars
|
|
% of
Revenue |
|||||||||
Revenue
|
$
|
1,710,966
|
|
|
100.0
|
%
|
|
$
|
1,148,231
|
|
|
100.0
|
%
|
|
$
|
964,147
|
|
|
100.0
|
%
|
Cost of goods sold
|
1,021,658
|
|
|
59.7
|
|
|
743,304
|
|
|
64.7
|
|
|
658,332
|
|
|
68.3
|
|
|||
Gross profit
|
689,308
|
|
|
40.3
|
|
|
404,927
|
|
|
35.3
|
|
|
305,815
|
|
|
31.7
|
|
|||
Research and development
|
257,494
|
|
|
15.0
|
|
|
197,269
|
|
|
17.2
|
|
|
178,793
|
|
|
18.5
|
|
|||
Marketing and selling
|
164,657
|
|
|
9.6
|
|
|
74,672
|
|
|
6.5
|
|
|
68,674
|
|
|
7.1
|
|
|||
General and administrative
|
85,229
|
|
|
5.0
|
|
|
76,732
|
|
|
6.7
|
|
|
64,242
|
|
|
6.7
|
|
|||
Other operating expense
|
59,462
|
|
|
3.5
|
|
|
28,913
|
|
|
2.5
|
|
|
9,786
|
|
|
1.0
|
|
|||
Operating income (loss)
|
$
|
122,466
|
|
|
7.2
|
%
|
|
$
|
27,341
|
|
|
2.4
|
%
|
|
$
|
(15,680
|
)
|
|
(1.6
|
)%
|
|
Fiscal Year
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
(In thousands, except percentages)
|
|
|
|
|
|
||||||
Revenue
|
$
|
1,395,035
|
|
|
$
|
935,313
|
|
|
$
|
761,425
|
|
Operating income
|
$
|
404,382
|
|
|
$
|
109,862
|
|
|
$
|
52,574
|
|
Operating income as a % of revenue
|
29.0
|
%
|
|
11.7
|
%
|
|
6.9
|
%
|
|
Fiscal Year
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
(In thousands, except percentages)
|
|
|
|
|
|
||||||
Revenue
|
$
|
313,274
|
|
|
$
|
212,897
|
|
|
$
|
202,722
|
|
Operating income
|
$
|
72,262
|
|
|
$
|
32,315
|
|
|
$
|
11,181
|
|
Operating income as a % of revenue
|
23.1
|
%
|
|
15.2
|
%
|
|
5.5
|
%
|
|
Fiscal Year
|
||||||||||
(In thousands)
|
2015
|
|
2014
|
|
2013
|
||||||
Interest expense
|
$
|
(1,421
|
)
|
|
$
|
(5,983
|
)
|
|
$
|
(6,532
|
)
|
Interest income
|
450
|
|
|
179
|
|
|
249
|
|
|||
Loss on retirement of convertible subordinated notes
|
—
|
|
|
—
|
|
|
(2,756
|
)
|
|||
Other (expense) income
|
(254
|
)
|
|
2,336
|
|
|
(1,180
|
)
|
|||
Income tax benefit (expense)
|
75,062
|
|
|
(11,231
|
)
|
|
(27,100
|
)
|
|
Payments Due By Period
|
||||||||||||||||||
|
Total
|
|
Less than
|
|
|
|
|
|
More than
|
||||||||||
|
Payments
|
|
1 year
|
|
1-3 years
|
|
3-5 years
|
|
5 years
|
||||||||||
Capital commitments
|
$
|
124,052
|
|
|
$
|
122,474
|
|
|
$
|
1,578
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Operating leases
|
59,939
|
|
|
13,195
|
|
|
19,595
|
|
|
10,415
|
|
|
16,734
|
|
|||||
Purchase obligations
|
128,171
|
|
|
127,180
|
|
|
991
|
|
|
—
|
|
|
—
|
|
|||||
Cross-licensing liability
|
18,560
|
|
|
3,140
|
|
|
5,080
|
|
|
4,940
|
|
|
5,400
|
|
|||||
Deferred compensation
|
8,614
|
|
|
5,269
|
|
|
1,131
|
|
|
1,131
|
|
|
1,083
|
|
|||||
Total
|
$
|
339,336
|
|
|
$
|
271,258
|
|
|
$
|
28,375
|
|
|
$
|
16,486
|
|
|
$
|
23,217
|
|
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
|
|
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
|
|
|
Page
|
|
|
Consolidated Statements of S
tockholders' Equity
|
|
|
|
|
March 28, 2015
|
|
March 29, 2014
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
299,814
|
|
|
$
|
171,898
|
|
Short-term investments
(Notes 1 & 3)
|
244,830
|
|
|
72,067
|
|
||
Accounts receivable, less allowance of $539 and $313 as of March 28, 2015 and March 29, 2014, respectively
|
353,830
|
|
|
137,417
|
|
||
Inventories
(Notes 1 & 4)
|
346,900
|
|
|
125,703
|
|
||
Prepaid expenses
|
52,169
|
|
|
12,721
|
|
||
Other receivables
(Note 1)
|
25,816
|
|
|
13,181
|
|
||
Deferred tax assets (
Note 12
)
|
150,208
|
|
|
4,419
|
|
||
Other current assets
(Note 9)
|
26,538
|
|
|
12
|
|
||
Total current assets
|
1,500,105
|
|
|
537,418
|
|
||
Property and equipment:
|
|
|
|
||||
Land
|
25,326
|
|
|
3,706
|
|
||
Building and leasehold improvements
|
253,224
|
|
|
140,393
|
|
||
Machinery and equipment
|
919,651
|
|
|
547,991
|
|
||
Furniture and fixtures
|
12,951
|
|
|
10,753
|
|
||
Computer equipment and software
|
45,807
|
|
|
35,782
|
|
||
|
1,256,959
|
|
|
738,625
|
|
||
Less accumulated depreciation
|
(609,576
|
)
|
|
(552,901
|
)
|
||
|
647,383
|
|
|
185,724
|
|
||
Construction in progress
|
235,988
|
|
|
10,272
|
|
||
Total property and equipment, net
|
883,371
|
|
|
195,996
|
|
||
Goodwill
(Notes 1, 5 & 7)
|
2,140,586
|
|
|
103,901
|
|
||
Intangible assets, net
(Notes 1, 5 & 7)
|
2,307,229
|
|
|
54,990
|
|
||
Long-term investments
(Notes 1 & 3)
|
4,083
|
|
|
3,841
|
|
||
Other non-current assets
(Notes 9 & 12)
|
57,005
|
|
|
24,166
|
|
||
Total assets
|
$
|
6,892,379
|
|
|
$
|
920,312
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
182,468
|
|
|
$
|
79,783
|
|
Accrued liabilities
|
131,871
|
|
|
51,824
|
|
||
Current portion of long-term debt, net of unamortized discount
(Note 8)
|
—
|
|
|
87,263
|
|
||
Other current liabilities
(Notes 10 & 12)
|
10,971
|
|
|
1,103
|
|
||
Total current liabilities
|
325,310
|
|
|
219,973
|
|
||
Deferred tax liabilities (
Note 12
)
|
310,189
|
|
|
884
|
|
||
Other long-term liabilities
(Notes 9, 10 & 11)
|
83,720
|
|
|
23,104
|
|
||
Total liabilities
|
719,219
|
|
|
243,961
|
|
||
Commitments and contingent liabilities
(Note 10)
|
|
|
|
|
|
||
Stockholders’ equity:
|
|
|
|
||||
Preferred stock, $.0001 par value; 5,000 shares authorized; no shares issued and outstanding
|
—
|
|
|
—
|
|
||
Common stock, $.0001 par value; 405,000 shares authorized; 149,059 and 71,215 shares issued and outstanding at March 28, 2015 and March 29, 2014, respectively
|
6,584,247
|
|
|
1,284,402
|
|
||
Accumulated other comprehensive loss, net of tax
|
(124
|
)
|
|
(785
|
)
|
||
Accumulated deficit
|
(410,963
|
)
|
|
(607,266
|
)
|
||
Total stockholders’ equity
|
6,173,160
|
|
|
676,351
|
|
||
Total liabilities and stockholders’ equity
|
$
|
6,892,379
|
|
|
$
|
920,312
|
|
|
Fiscal Year
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
|
|
|
|
||||||
Revenue
|
$
|
1,710,966
|
|
|
$
|
1,148,231
|
|
|
$
|
964,147
|
|
Cost of goods sold (
Note 7)
|
1,021,658
|
|
|
743,304
|
|
|
658,332
|
|
|||
Gross profit
|
689,308
|
|
|
404,927
|
|
|
305,815
|
|
|||
|
|
|
|
|
|
||||||
Operating expenses:
|
|
|
|
|
|
||||||
Research and development
|
257,494
|
|
|
197,269
|
|
|
178,793
|
|
|||
Marketing and selling (
Note 7)
|
164,657
|
|
|
74,672
|
|
|
68,674
|
|
|||
General and administrative
|
85,229
|
|
|
76,732
|
|
|
64,242
|
|
|||
Other operating expense
(Notes 5, 7 & 11)
|
59,462
|
|
|
28,913
|
|
|
9,786
|
|
|||
Total operating expenses
|
566,842
|
|
|
377,586
|
|
|
321,495
|
|
|||
Income (loss) from operations
|
122,466
|
|
|
27,341
|
|
|
(15,680
|
)
|
|||
|
|
|
|
|
|
||||||
Interest expense
|
(1,421
|
)
|
|
(5,983
|
)
|
|
(6,532
|
)
|
|||
Interest income
|
450
|
|
|
179
|
|
|
249
|
|
|||
Loss on retirement of convertible subordinated notes
(Note 8)
|
—
|
|
|
—
|
|
|
(2,756
|
)
|
|||
Other (expense) income
|
(254
|
)
|
|
2,336
|
|
|
(1,180
|
)
|
|||
Income (loss) before income taxes
|
$
|
121,241
|
|
|
$
|
23,873
|
|
|
$
|
(25,899
|
)
|
|
|
|
|
|
|
||||||
Income tax benefit (expense)
(Note 12)
|
75,062
|
|
|
(11,231
|
)
|
|
(27,100
|
)
|
|||
Net income (loss)
|
$
|
196,303
|
|
|
$
|
12,642
|
|
|
$
|
(52,999
|
)
|
|
|
|
|
|
|
||||||
Net income (loss) per share
(Note 13):
|
|
|
|
|
|
||||||
Basic
|
$
|
2.17
|
|
|
$
|
0.18
|
|
|
$
|
(0.76
|
)
|
Diluted
|
$
|
2.11
|
|
|
$
|
0.18
|
|
|
$
|
(0.76
|
)
|
|
|
|
|
|
|
||||||
Weighted average shares of common stock outstanding
(Note 13)
:
|
|
|
|
|
|
||||||
Basic
|
90,477
|
|
|
70,499
|
|
|
69,650
|
|
|||
Diluted
|
93,211
|
|
|
72,019
|
|
|
69,650
|
|
|||
|
|
|
|
|
|
|
Fiscal Year
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Net income (loss)
|
$
|
196,303
|
|
|
$
|
12,642
|
|
|
$
|
(52,999
|
)
|
Other comprehensive income (loss):
|
|
|
|
|
|
||||||
Unrealized gain on marketable securities, net of tax
|
3,920
|
|
|
3
|
|
|
33
|
|
|||
Change in pension liability, net of tax
|
(2,894
|
)
|
|
(348
|
)
|
|
(124
|
)
|
|||
Foreign currency translation adjustment, including intra-entity foreign currency transactions that are of a long-term-investment nature
|
(392
|
)
|
|
55
|
|
|
(250
|
)
|
|||
Reclassification adjustments, net of tax:
|
|
|
|
|
|
||||||
Recognized loss on marketable securities
|
—
|
|
|
—
|
|
|
4
|
|
|||
Amortization of pension actuarial loss
|
27
|
|
|
3
|
|
|
—
|
|
|||
Other comprehensive income (loss)
|
661
|
|
|
(287
|
)
|
|
(337
|
)
|
|||
Total comprehensive income (loss)
|
$
|
196,964
|
|
|
$
|
12,355
|
|
|
$
|
(53,336
|
)
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|||||||||
|
|
|
|
|
Other
|
|
|
|
|
|||||||||
|
Common Stock
|
|
Comprehensive
|
|
Accumulated
|
|
|
|||||||||||
|
Shares
|
|
Amount
|
|
(Loss) Income
|
|
Deficit
|
|
Total
|
|||||||||
Balance, March 31, 2012
|
69,248
|
|
|
$
|
1,239,401
|
|
|
$
|
(161
|
)
|
|
$
|
(566,909
|
)
|
|
$
|
672,331
|
|
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(52,999
|
)
|
|
(52,999
|
)
|
||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
(337
|
)
|
|
—
|
|
|
(337
|
)
|
||||
Repurchase of convertible subordinated notes, net of tax
|
—
|
|
|
(1,251
|
)
|
|
—
|
|
|
—
|
|
|
(1,251
|
)
|
||||
Exercise of stock options and vesting of restricted stock units, net of shares withheld for employee taxes
|
1,007
|
|
|
(5,736
|
)
|
|
—
|
|
|
—
|
|
|
(5,736
|
)
|
||||
Issuance of common stock in connection with employee stock purchase plan
|
250
|
|
|
3,348
|
|
|
—
|
|
|
—
|
|
|
3,348
|
|
||||
Repurchase of common stock, including transaction costs
|
(465
|
)
|
|
(6,999
|
)
|
|
—
|
|
|
—
|
|
|
(6,999
|
)
|
||||
Stock-based compensation expense
|
—
|
|
|
30,657
|
|
|
—
|
|
|
—
|
|
|
30,657
|
|
||||
Balance, March 30, 2013
|
70,040
|
|
|
$
|
1,259,420
|
|
|
$
|
(498
|
)
|
|
$
|
(619,908
|
)
|
|
$
|
639,014
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
12,642
|
|
|
12,642
|
|
||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
(287
|
)
|
|
—
|
|
|
(287
|
)
|
||||
Exercise of stock options and vesting of restricted stock units, net of shares withheld for employee taxes
|
1,562
|
|
|
3,326
|
|
|
—
|
|
|
—
|
|
|
3,326
|
|
||||
Issuance of common stock in connection with employee stock purchase plan
|
247
|
|
|
4,617
|
|
|
—
|
|
|
—
|
|
|
4,617
|
|
||||
Repurchase of common stock, including transaction costs
|
(634
|
)
|
|
(12,780
|
)
|
|
—
|
|
|
—
|
|
|
(12,780
|
)
|
||||
Stock-based compensation expense
|
—
|
|
|
29,819
|
|
|
—
|
|
|
—
|
|
|
29,819
|
|
||||
Balance, March 29, 2014
|
71,215
|
|
|
$
|
1,284,402
|
|
|
$
|
(785
|
)
|
|
$
|
(607,266
|
)
|
|
$
|
676,351
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
196,303
|
|
|
196,303
|
|
||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
661
|
|
|
—
|
|
|
661
|
|
||||
Exercise of stock options and vesting of restricted stock units, net of shares withheld for employee taxes
|
3,199
|
|
|
5,167
|
|
|
—
|
|
|
—
|
|
|
5,167
|
|
||||
Issuance of common stock for Business Combination
|
75,306
|
|
|
5,254,367
|
|
|
—
|
|
|
—
|
|
|
5,254,367
|
|
||||
Issuance of common stock in connection with employee stock purchase plan
|
98
|
|
|
2,730
|
|
|
—
|
|
|
—
|
|
|
2,730
|
|
||||
Tax benefit from exercised stock options
|
—
|
|
|
9,834
|
|
|
—
|
|
|
—
|
|
|
9,834
|
|
||||
Repurchase of common stock, including transaction costs
|
(759
|
)
|
|
(50,874
|
)
|
|
—
|
|
|
—
|
|
|
(50,874
|
)
|
||||
Stock-based compensation expense
|
—
|
|
|
78,621
|
|
|
—
|
|
|
—
|
|
|
78,621
|
|
||||
Balance, March 28, 2015
|
149,059
|
|
|
$
|
6,584,247
|
|
|
$
|
(124
|
)
|
|
$
|
(410,963
|
)
|
|
$
|
6,173,160
|
|
|
Fiscal Year
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
196,303
|
|
|
$
|
12,642
|
|
|
$
|
(52,999
|
)
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation
|
74,239
|
|
|
45,698
|
|
|
49,357
|
|
|||
Intangible amortization
(Note 7)
|
142,749
|
|
|
28,638
|
|
|
23,107
|
|
|||
Non-cash interest expense and amortization of debt issuance costs
|
843
|
|
|
5,101
|
|
|
5,793
|
|
|||
Investment discount amortization, net
|
4
|
|
|
(40
|
)
|
|
(101
|
)
|
|||
Excess tax benefit from exercises of stock options
|
(13,993
|
)
|
|
(50
|
)
|
|
—
|
|
|||
Deferred income taxes
|
(109,970
|
)
|
|
441
|
|
|
16,796
|
|
|||
Foreign currency adjustments
|
(242
|
)
|
|
(507
|
)
|
|
10
|
|
|||
Loss on retirement of convertible subordinated notes
|
—
|
|
|
—
|
|
|
2,756
|
|
|||
(Income) loss from equity investment
|
(199
|
)
|
|
(2,146
|
)
|
|
44
|
|
|||
Loss on impairment of intangible assets
(Note 7)
|
—
|
|
|
11,300
|
|
|
—
|
|
|||
Loss on assets and other, net
|
9,185
|
|
|
3,184
|
|
|
4,342
|
|
|||
Stock-based compensation expense
|
64,941
|
|
|
29,901
|
|
|
30,819
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Accounts receivable, net
|
(30,369
|
)
|
|
6,160
|
|
|
(38,400
|
)
|
|||
Inventories
|
10,423
|
|
|
35,266
|
|
|
(19,071
|
)
|
|||
Prepaid expense and other current and non-current assets
|
(26,384
|
)
|
|
(1,543
|
)
|
|
(537
|
)
|
|||
Accounts payable
|
(30,107
|
)
|
|
(43,393
|
)
|
|
46,821
|
|
|||
Accrued liabilities
|
(3,884
|
)
|
|
4,825
|
|
|
(815
|
)
|
|||
Income tax payable/(recoverable)
|
12,704
|
|
|
(4,653
|
)
|
|
960
|
|
|||
Other liabilities
|
9,381
|
|
|
25
|
|
|
2,370
|
|
|||
Net cash provided by operating activities
|
305,624
|
|
|
130,849
|
|
|
71,252
|
|
|||
Investing activities:
|
|
|
|
|
|
||||||
Purchase of securities available-for-sale
|
(387,734
|
)
|
|
(125,037
|
)
|
|
(89,959
|
)
|
|||
Proceeds from maturities of securities available-for-sale
|
261,185
|
|
|
130,999
|
|
|
176,975
|
|
|||
Proceeds from the sale of investments
|
297
|
|
|
2,586
|
|
|
—
|
|
|||
Purchase of business, net of cash acquired
|
224,324
|
|
|
—
|
|
|
(47,697
|
)
|
|||
Proceeds from the sale of business
|
1,500
|
|
|
—
|
|
|
—
|
|
|||
Purchase of intangibles
|
(1,100
|
)
|
|
(1,327
|
)
|
|
—
|
|
|||
Purchase of property and equipment
|
(169,862
|
)
|
|
(66,753
|
)
|
|
(54,636
|
)
|
|||
Proceeds from sale of property and equipment
|
7,448
|
|
|
2,499
|
|
|
840
|
|
|||
Net cash used in investing activities
|
(63,942
|
)
|
|
(57,033
|
)
|
|
(14,477
|
)
|
|||
Financing activities:
|
|
|
|
|
|
||||||
Payment of debt
|
(87,503
|
)
|
|
—
|
|
|
(79,432
|
)
|
|||
Excess tax benefit from exercises of stock options
|
13,993
|
|
|
50
|
|
|
—
|
|
|||
Debt issuance cost
|
(36
|
)
|
|
(122
|
)
|
|
(1,240
|
)
|
|||
Proceeds from the issuance of common stock
|
46,072
|
|
|
17,480
|
|
|
3,988
|
|
|||
Repurchase of common stock, including transaction costs
|
(50,874
|
)
|
|
(12,780
|
)
|
|
(6,999
|
)
|
|||
Tax withholding paid on behalf of employees for restricted stock units
|
(34,250
|
)
|
|
(9,113
|
)
|
|
(5,959
|
)
|
|||
Other financing
|
(300
|
)
|
|
240
|
|
|
(28
|
)
|
|||
Net cash used in financing activities
|
(112,898
|
)
|
|
(4,245
|
)
|
|
(89,670
|
)
|
|||
Effect of exchange rate changes on cash
|
(868
|
)
|
|
665
|
|
|
(967
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
127,916
|
|
|
70,236
|
|
|
(33,862
|
)
|
|||
Cash and cash equivalents at the beginning of the period
|
171,898
|
|
|
101,662
|
|
|
135,524
|
|
|||
Cash and cash equivalents at the end of the period
|
$
|
299,814
|
|
|
$
|
171,898
|
|
|
$
|
101,662
|
|
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
||||||
Cash paid during the year for interest
|
$
|
930
|
|
|
$
|
1,205
|
|
|
$
|
1,409
|
|
Cash paid during the year for income taxes
|
$
|
34,590
|
|
|
$
|
15,350
|
|
|
$
|
8,941
|
|
Non-cash investing and financing information:
|
|
|
|
|
|
||||||
Capital expenditure adjustments included in liabilities
|
$
|
9,346
|
|
|
$
|
—
|
|
|
$
|
10,421
|
|
Fair value of equity consideration related to Business Combination
(Note 5)
|
$
|
5,254,367
|
|
|
—
|
|
|
—
|
|
1.
|
THE COMPANY AND ITS SIGNIFICANT ACCOUNTING POLICIES
|
|
Fiscal Year
|
||
|
2015
|
2014
|
2013
|
Samsung Electronics, Co., Ltd. (Samsung)
|
14%
|
25%
|
22%
|
|
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Estimated Fair
Value
|
||||||||
March 28, 2015
|
|
|
|
|
|
|
|
||||||||
U.S. government/agency securities
|
$
|
197,516
|
|
|
$
|
8
|
|
|
$
|
(17
|
)
|
|
$
|
197,507
|
|
Auction rate securities
|
2,150
|
|
|
—
|
|
|
(400
|
)
|
|
1,750
|
|
||||
Corporate debt
|
43,164
|
|
|
—
|
|
|
(17
|
)
|
|
43,147
|
|
||||
Marketable equity securities
|
1,594
|
|
|
6,581
|
|
|
—
|
|
|
8,175
|
|
||||
Money market funds
|
48,961
|
|
|
—
|
|
|
—
|
|
|
48,961
|
|
||||
|
$
|
293,385
|
|
|
$
|
6,589
|
|
|
$
|
(434
|
)
|
|
$
|
299,540
|
|
March 29, 2014
|
|
|
|
|
|
|
|
||||||||
U.S. government/agency securities
|
$
|
133,064
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
133,065
|
|
Auction rate securities
|
2,150
|
|
|
—
|
|
|
—
|
|
|
2,150
|
|
||||
Money market funds
|
48,800
|
|
|
—
|
|
|
—
|
|
|
48,800
|
|
||||
|
$
|
184,014
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
184,015
|
|
|
March 28, 2015
|
|
March 29, 2014
|
||||||||||||
|
Cost
|
|
Estimated
Fair Value
|
|
Cost
|
|
Estimated
Fair Value
|
||||||||
Due in less than one year
|
$
|
289,641
|
|
|
$
|
289,615
|
|
|
$
|
181,864
|
|
|
$
|
181,865
|
|
Due after ten years
|
2,150
|
|
|
1,750
|
|
|
2,150
|
|
|
2,150
|
|
||||
Total investments in debt securities
|
$
|
291,791
|
|
|
$
|
291,365
|
|
|
$
|
184,014
|
|
|
$
|
184,015
|
|
|
|
|
|
|
Total
|
|
Quoted Prices In
Active Markets For
Identical Assets
(Level 1)
|
|
Significant Other
Observable Inputs
(Level 2)
|
||||||
March 28, 2015
|
|
|
|
|
|
||||||||||
|
Assets:
|
|
|
|
|
|
|||||||||
|
|
Available-for-sale securities
|
|
|
|
|
|
||||||||
|
|
|
U.S. government/agency securities
|
$
|
197,507
|
|
|
$
|
197,507
|
|
|
$
|
—
|
|
|
|
|
|
Auction rate securities
(1)
|
1,750
|
|
|
—
|
|
|
1,750
|
|
||||
|
|
|
Corporate debt
(2)
|
43,147
|
|
|
—
|
|
|
43,147
|
|
||||
|
|
|
Marketable equity securities
|
8,175
|
|
|
8,175
|
|
|
—
|
|
||||
|
|
|
Money market funds
|
48,961
|
|
|
48,961
|
|
|
—
|
|
||||
|
|
Total available-for-sale securities
|
299,540
|
|
|
254,643
|
|
|
44,897
|
|
|||||
|
|
Invested funds in deferred compensation plan
(3)
|
8,614
|
|
|
8,614
|
|
|
—
|
|
|||||
|
|
|
|
Total assets measured at fair value:
|
$
|
308,154
|
|
|
$
|
263,257
|
|
|
$
|
44,897
|
|
|
Liabilities:
|
|
|
|
|
|
|||||||||
|
|
Invested funds in deferred compensation plan
(3)
|
8,614
|
|
|
8,614
|
|
|
—
|
|
|||||
|
|
|
|
Total liabilities measured at fair value:
|
$
|
8,614
|
|
|
$
|
8,614
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
||||||
March 29, 2014
|
|
|
|
|
|
||||||||||
|
Assets:
|
|
|
|
|
|
|||||||||
|
|
Available for-sale securities
|
|
|
|
|
|
||||||||
|
|
|
|
U.S. government/agency securities
|
$
|
133,065
|
|
|
$
|
133,065
|
|
|
$
|
—
|
|
|
|
|
|
Auction rate securities
(1)
|
2,150
|
|
|
—
|
|
|
2,150
|
|
|||
|
|
|
|
Money market funds
|
48,800
|
|
|
48,800
|
|
|
—
|
|
|||
|
|
Total available for-sale securities
|
184,015
|
|
|
181,865
|
|
|
2,150
|
|
|||||
|
|
|
|
Total assets measured at fair value:
|
$
|
184,015
|
|
|
$
|
181,865
|
|
|
$
|
2,150
|
|
|
Fiscal Year
|
||||||
|
2015
|
|
2014
|
||||
Raw materials
|
$
|
71,863
|
|
|
$
|
32,927
|
|
Work in process
|
137,306
|
|
|
51,544
|
|
||
Finished goods
|
137,731
|
|
|
41,232
|
|
||
Total inventories
|
$
|
346,900
|
|
|
$
|
125,703
|
|
Cash and cash equivalents
|
$
|
224,324
|
|
Short-term investments
|
40,371
|
|
|
Accounts receivable
|
187,058
|
|
|
Inventories
|
218,433
|
|
|
Prepaid expenses and other assets
|
84,389
|
|
|
Property and equipment
|
591,895
|
|
|
Intangible assets
(Note 7)
|
2,394,000
|
|
|
Goodwill
|
2,036,685
|
|
|
Total assets
|
5,777,155
|
|
|
Accounts payable and accrued liabilities
|
(522,788
|
)
|
|
Total purchase price
|
$
|
5,254,367
|
|
|
2015
|
|
2014
|
||||
Revenue
|
$
|
2,556,045
|
|
|
$
|
2,037,466
|
|
Net income (loss)
|
30,447
|
|
|
(475,219
|
)
|
||
Basic net income (loss) per common share
|
$
|
0.21
|
|
|
$
|
(3.26
|
)
|
Diluted net income (loss) per common share
|
$
|
0.20
|
|
|
$
|
(3.26
|
)
|
Balance as of March 30, 2013
|
$
|
104,846
|
|
Written off due to sale of the U.K. facility
|
(1,008
|
)
|
|
Amalfi acquisition adjustments
|
63
|
|
|
Balance as of March 29, 2014
|
$
|
103,901
|
|
Goodwill resulting from Business Combination (
Note 5
)
|
2,036,685
|
|
|
Balance as of March 28, 2015
(1)
|
$
|
2,140,586
|
|
|
March 28, 2015
|
|
March 29, 2014
|
||||||||||||
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
||||||||
Intangible Assets:
|
|
|
|
|
|
|
|
||||||||
IPRD
|
$
|
470,000
|
|
|
N/A
|
|
|
$
|
—
|
|
|
N/A
|
|
||
Technology licenses
|
12,446
|
|
|
10,701
|
|
|
12,006
|
|
|
10,418
|
|
||||
Customer relationships
|
1,267,103
|
|
|
99,471
|
|
|
47,103
|
|
|
26,391
|
|
||||
Developed technology
|
712,163
|
|
|
124,028
|
|
|
102,163
|
|
|
78,540
|
|
||||
Wafer supply agreement
|
20,443
|
|
|
16,059
|
|
|
20,443
|
|
|
11,376
|
|
||||
Trade names
|
29,000
|
|
|
2,417
|
|
|
—
|
|
|
—
|
|
||||
Backlog
|
65,000
|
|
|
16,250
|
|
|
—
|
|
|
—
|
|
||||
Total
|
$
|
2,576,155
|
|
|
$
|
268,926
|
|
|
$
|
181,715
|
|
|
$
|
126,725
|
|
|
|
Fair Value
|
|
Weighted Average Useful Lives (years)
|
||
IPRD
|
|
$
|
470,000
|
|
|
N/A
|
Customer relationships
|
|
1,220,000
|
|
|
4.6
|
|
Developed technology
|
|
610,000
|
|
|
4.8
|
|
Trade names
|
|
29,000
|
|
|
3.0
|
|
Backlog
|
|
65,000
|
|
|
1.0
|
|
Total
|
|
$
|
2,394,000
|
|
|
|
Fiscal Year
|
Estimated
Amortization
Expense
|
||
2016
|
$
|
477,146
|
|
2017
|
424,870
|
|
|
2018
|
421,579
|
|
|
2019
|
335,319
|
|
|
2020
|
101,880
|
|
Fiscal Year
|
|
|
||
2016
|
|
$
|
13,195
|
|
2017
|
|
10,708
|
|
|
2018
|
|
8,887
|
|
|
2019
|
|
6,255
|
|
|
2020
|
|
4,160
|
|
|
Thereafter
|
|
16,734
|
|
|
Total minimum payment
|
|
$
|
59,939
|
|
|
Fiscal Year
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
United States
|
$
|
127,281
|
|
|
$
|
(7,120
|
)
|
|
$
|
(72,895
|
)
|
Foreign
|
(6,040
|
)
|
|
30,993
|
|
|
46,996
|
|
|||
Total
|
$
|
121,241
|
|
|
$
|
23,873
|
|
|
$
|
(25,899
|
)
|
|
Fiscal Year
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Current (expense) benefit:
|
|
|
|
|
|
||||||
Federal
|
$
|
(15,862
|
)
|
|
$
|
(875
|
)
|
|
$
|
(515
|
)
|
State
|
(2,871
|
)
|
|
24
|
|
|
73
|
|
|||
Foreign
|
(16,175
|
)
|
|
(9,939
|
)
|
|
(9,862
|
)
|
|||
|
(34,908
|
)
|
|
(10,790
|
)
|
|
(10,304
|
)
|
|||
Deferred (expense) benefit:
|
|
|
|
|
|
||||||
Federal
|
$
|
100,884
|
|
|
$
|
488
|
|
|
$
|
(214
|
)
|
State
|
3,928
|
|
|
59
|
|
|
(13
|
)
|
|||
Foreign
|
5,158
|
|
|
(988
|
)
|
|
(16,569
|
)
|
|||
|
109,970
|
|
|
(441
|
)
|
|
(16,796
|
)
|
|||
Total
|
$
|
75,062
|
|
|
$
|
(11,231
|
)
|
|
$
|
(27,100
|
)
|
|
Fiscal Year
|
||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||||||||
|
Amount
|
Percentage
|
|
Amount
|
Percentage
|
|
Amount
|
Percentage
|
|||||||||
Income tax (expense) benefit at statutory federal rate
|
$
|
(42,434
|
)
|
35.00
|
%
|
|
$
|
(8,355
|
)
|
35.00
|
%
|
|
$
|
9,065
|
|
35.00
|
%
|
Decrease (increase) resulting from:
|
|
|
|
|
|
|
|
|
|||||||||
State benefit (provision), net of federal (provision) benefit
|
(6,710
|
)
|
5.53
|
|
|
75
|
|
(0.31
|
)
|
|
(827
|
)
|
(3.19
|
)
|
|||
Research and development credits
|
3,538
|
|
(2.92
|
)
|
|
3,177
|
|
(13.31
|
)
|
|
6,257
|
|
24.16
|
|
|||
Foreign tax credits
|
—
|
|
—
|
|
|
574
|
|
(2.41
|
)
|
|
2,434
|
|
9.39
|
|
|||
Effect of changes in income tax rate applied to net deferred tax assets
|
(20
|
)
|
0.02
|
|
|
(65
|
)
|
0.27
|
|
|
(1,250
|
)
|
(4.83
|
)
|
|||
Foreign tax rate difference
|
(13,342
|
)
|
11.00
|
|
|
636
|
|
(2.66
|
)
|
|
3,218
|
|
12.43
|
|
|||
Change in valuation allowance
|
135,812
|
|
(112.02
|
)
|
|
5,890
|
|
(24.67
|
)
|
|
(40,675
|
)
|
(157.05
|
)
|
|||
Repurchase of convertible subordinated notes
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
438
|
|
1.69
|
|
|||
Adjustments to net deferred tax assets
|
—
|
|
—
|
|
|
2,939
|
|
(12.31
|
)
|
|
(872
|
)
|
(3.37
|
)
|
|||
Stock-based compensation
|
(1,309
|
)
|
1.08
|
|
|
(635
|
)
|
2.66
|
|
|
(2,108
|
)
|
(8.14
|
)
|
|||
Tax reserve adjustments
|
(3,928
|
)
|
3.24
|
|
|
(1,482
|
)
|
6.21
|
|
|
(515
|
)
|
(1.99
|
)
|
|||
Deemed dividend
|
(2,751
|
)
|
2.27
|
|
|
(1,122
|
)
|
4.70
|
|
|
(1,749
|
)
|
(6.75
|
)
|
|||
Write-off U.K. gross deferred tax assets
|
—
|
|
—
|
|
|
(12,699
|
)
|
53.19
|
|
|
—
|
|
—
|
|
|||
Domestic production activities deduction
|
2,620
|
|
(2.16
|
)
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|||
Other income tax benefit (expense)
|
3,586
|
|
(2.95
|
)
|
|
(164
|
)
|
0.69
|
|
|
(516
|
)
|
(1.99
|
)
|
|||
|
$
|
75,062
|
|
(61.91
|
)%
|
|
$
|
(11,231
|
)
|
47.05
|
%
|
|
$
|
(27,100
|
)
|
(104.64
|
)%
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year
|
||||||
|
2015
|
|
2014
|
||||
Deferred income tax assets:
|
|
|
|
||||
Inventory reserve
|
$
|
15,878
|
|
|
$
|
9,813
|
|
Basis in stock and other investments
|
1,070
|
|
|
2,748
|
|
||
Equity compensation
|
85,150
|
|
|
17,860
|
|
||
Accumulated depreciation/basis difference
|
13,341
|
|
|
29,260
|
|
||
Net operating loss carry-forwards
|
72,169
|
|
|
37,676
|
|
||
Research and other credits
|
68,086
|
|
|
71,406
|
|
||
Other deferred assets
|
37,590
|
|
|
9,189
|
|
||
Total deferred income tax assets
|
293,284
|
|
|
177,952
|
|
||
Valuation allowance
|
(13,777
|
)
|
|
(143,264
|
)
|
||
Total deferred income tax assets, net of valuation allowance
|
$
|
279,507
|
|
|
$
|
34,688
|
|
|
|
|
|
||||
Deferred income tax liabilities:
|
|
|
|
||||
Amortization and purchase accounting basis difference
|
$
|
(410,801
|
)
|
|
$
|
(10,862
|
)
|
Accumulated depreciation/basis difference
|
(12,864
|
)
|
|
—
|
|
||
Convertible debt discount
|
—
|
|
|
(83
|
)
|
||
Deferred gain
|
(2,506
|
)
|
|
(4,994
|
)
|
||
Other deferred liabilities
|
(2,685
|
)
|
|
(501
|
)
|
||
Total deferred income tax liabilities
|
(428,856
|
)
|
|
(16,440
|
)
|
||
Net deferred income tax (liabilities) assets
|
$
|
(149,349
|
)
|
|
$
|
18,248
|
|
|
|
|
|
||||
Amounts included in consolidated balance sheets:
|
|
|
|
||||
Current assets
|
$
|
150,208
|
|
|
$
|
4,419
|
|
Current liabilities
|
—
|
|
|
(200
|
)
|
||
Non-current assets
|
10,632
|
|
|
14,913
|
|
||
Non-current liabilities
|
(310,189
|
)
|
|
(884
|
)
|
||
|
|
|
|
||||
Net deferred income tax (liabilities) assets
|
$
|
(149,349
|
)
|
|
$
|
18,248
|
|
|
Fiscal Year
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Beginning balance
|
$
|
39,423
|
|
|
$
|
37,917
|
|
|
$
|
31,727
|
|
Additions based on positions related to current year
|
1,246
|
|
|
2,181
|
|
|
2,209
|
|
|||
Additions for tax positions in prior years
|
23,986
|
|
|
229
|
|
|
4,780
|
|
|||
Reductions for tax positions in prior years
|
(5,258
|
)
|
|
(904
|
)
|
|
(482
|
)
|
|||
Expiration of statute of limitations
|
—
|
|
|
—
|
|
|
(317
|
)
|
|||
Ending balance
|
$
|
59,397
|
|
|
$
|
39,423
|
|
|
$
|
37,917
|
|
|
For Fiscal Year
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Numerator:
|
|
|
|
|
|
||||||
Numerator for basic and diluted net income (loss) per share — net income (loss) available to common stockholders
|
$
|
196,303
|
|
|
$
|
12,642
|
|
|
$
|
(52,999
|
)
|
Denominator:
|
|
|
|
|
|
||||||
Denominator for basic net income (loss) per share — weighted average shares
|
90,477
|
|
|
70,499
|
|
|
69,650
|
|
|||
Effect of dilutive securities:
|
|
|
|
|
|
||||||
Stock-based awards
|
2,734
|
|
|
1,520
|
|
|
—
|
|
|||
Denominator for diluted net income (loss) per share — adjusted weighted average shares and assumed conversions
|
93,211
|
|
|
72,019
|
|
|
69,650
|
|
|||
Basic net income (loss) per share
|
$
|
2.17
|
|
|
$
|
0.18
|
|
|
$
|
(0.76
|
)
|
Diluted net income (loss) per share
|
$
|
2.11
|
|
|
$
|
0.18
|
|
|
$
|
(0.76
|
)
|
|
Shares
(in thousands) |
|
Weighted-
Average Exercise Price |
|
Weighted-Average Remaining Contractual Term (in years)
|
|
Aggregate
Intrinsic Value (in thousands) |
|||||
Outstanding as of March 29, 2014
|
1,753
|
|
$
|
23.08
|
|
|
|
|
|
|||
Assumed
|
8,036
|
|
|
$
|
18.35
|
|
|
|
|
|
||
Granted
|
63
|
|
$
|
56.80
|
|
|
|
|
|
|||
Exercised
|
(2,037)
|
|
$
|
19.33
|
|
|
|
|
|
|||
Canceled
|
(23)
|
|
$
|
27.49
|
|
|
|
|
|
|||
Forfeited
|
(28)
|
|
$
|
19.76
|
|
|
|
|
|
|||
Outstanding as of March 28, 2015
|
7,764
|
|
$
|
18.61
|
|
|
6.08
|
|
$
|
471,040
|
|
|
Vested and expected to vest as of
March 28, 2015 |
7,447
|
|
$
|
18.68
|
|
|
6.01
|
|
$
|
451,327
|
|
|
Options exercisable as of March 28, 2015
|
4,514
|
|
$
|
18.55
|
|
|
5.05
|
|
$
|
274,121
|
|
|
Fiscal Year
|
||||||||
|
2015
|
2014
|
2013
|
||||||
Expected volatility
|
40.6
|
%
|
43.2
|
%
|
51.6
|
%
|
|||
Expected dividend yield
|
0.0
|
%
|
0.0
|
%
|
0.0
|
%
|
|||
Expected term (in years)
|
5.6
|
|
5.5
|
|
5.5
|
|
|||
Risk-free interest rate
|
1.7
|
%
|
1.4
|
%
|
0.8
|
%
|
|||
Weighted-average grant-date fair value of options granted during the period
|
$
|
22.49
|
|
$
|
2.08
|
|
$
|
1.80
|
|
|
At January 1, 2015 TriQuint Converted Grants
|
Expected life of option
|
0-5 years
|
Risk-free interest rate
|
0.03-1.65%
|
Expected volatility of stock
|
42.9%
|
Expected dividend yield
|
None
|
|
Shares
(in thousands) |
|
Weighted-Average
Grant-Date Fair Value |
|||
Balance at March 29, 2014
|
2,298
|
|
|
$
|
19.44
|
|
Granted
|
1,166
|
|
|
45.61
|
|
|
Assumed
|
599
|
|
|
66.36
|
|
|
Vested
|
(1,806)
|
|
|
26.96
|
|
|
Forfeited
|
(55)
|
|
|
26.75
|
|
|
Balance at March 28, 2015
|
2,202
|
|
|
$
|
34.29
|
|
Outstanding stock options under formal directors’ and employees’ stock option plans
|
7,764
|
Possible future issuance under Company stock incentive plans
|
8,801
|
Employee stock purchase plan
|
6,243
|
Restricted stock-based units granted
|
2,202
|
Total shares reserved
|
25,010
|
|
Fiscal Year
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Revenue:
|
|
|
|
|
|
||||||
MP
|
$
|
1,395,035
|
|
|
$
|
935,313
|
|
|
$
|
761,425
|
|
IDP
|
313,274
|
|
|
212,897
|
|
|
202,722
|
|
|||
All other (1)
|
2,657
|
|
|
21
|
|
|
—
|
|
|||
Total revenue
|
$
|
1,710,966
|
|
|
$
|
1,148,231
|
|
|
$
|
964,147
|
|
Income (loss) from operations:
|
|
|
|
|
|
||||||
MP
|
$
|
404,382
|
|
|
$
|
109,862
|
|
|
$
|
52,574
|
|
IDP
|
72,262
|
|
|
32,315
|
|
|
11,181
|
|
|||
All other
|
(354,178
|
)
|
|
(114,836
|
)
|
|
(79,435
|
)
|
|||
Income (loss) from operations
|
$
|
122,466
|
|
|
$
|
27,341
|
|
|
$
|
(15,680
|
)
|
Interest expense
|
$
|
(1,421
|
)
|
|
$
|
(5,983
|
)
|
|
$
|
(6,532
|
)
|
Interest income
|
450
|
|
|
179
|
|
|
249
|
|
|||
Loss on retirement of convertible subordinated notes
|
—
|
|
|
—
|
|
|
(2,756
|
)
|
|||
Other (expense) income
|
(254
|
)
|
|
2,336
|
|
|
(1,180
|
)
|
|||
Income (loss) before income taxes
|
$
|
121,241
|
|
|
$
|
23,873
|
|
|
$
|
(25,899
|
)
|
|
Fiscal Year
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Reconciliation of “All other” category:
|
|
|
|
|
|
||||||
Stock-based compensation expense
|
$
|
(64,941
|
)
|
|
$
|
(29,901
|
)
|
|
$
|
(30,819
|
)
|
Amortization of intangible assets
|
(142,749
|
)
|
|
(28,638
|
)
|
|
(23,107
|
)
|
|||
Acquired inventory step-up and revaluation
|
(72,850
|
)
|
|
—
|
|
|
(3,140
|
)
|
|||
Impairment of intangible asset
|
—
|
|
|
(11,300
|
)
|
|
—
|
|
|||
Acquisition and integration related costs
|
(41,539
|
)
|
|
(8,105
|
)
|
|
(2,765
|
)
|
|||
Restructuring and disposal costs
|
(14,175
|
)
|
|
(8,118
|
)
|
|
(1,365
|
)
|
|||
Loss on asset transfer transaction
|
—
|
|
|
—
|
|
|
(5,042
|
)
|
|||
IPR litigation costs
|
(8,263
|
)
|
|
(7,578
|
)
|
|
(5,955
|
)
|
|||
Inventory revaluation resulting from transfer of MBE operations
|
—
|
|
|
—
|
|
|
(2,518
|
)
|
|||
Certain consulting costs
|
(875
|
)
|
|
(11,295
|
)
|
|
—
|
|
|||
Other expenses (including (gain) loss on assets, and start-up costs)
|
(8,786
|
)
|
|
(9,901
|
)
|
|
(4,724
|
)
|
|||
Loss from operations for “All other”
|
$
|
(354,178
|
)
|
|
$
|
(114,836
|
)
|
|
$
|
(79,435
|
)
|
|
Fiscal Year
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Revenue:
|
|
|
|
|
|
||||||
United States
|
$
|
315,775
|
|
|
$
|
342,805
|
|
|
$
|
296,442
|
|
International
|
1,395,191
|
|
|
805,426
|
|
|
667,705
|
|
|
Fiscal Year
|
||
|
2015
|
2014
|
2013
|
Revenue:
|
|
|
|
United States
|
18%
|
30%
|
31%
|
Asia
|
75
|
66
|
63
|
Europe
|
6
|
4
|
6
|
Other
|
1
|
—
|
—
|
|
Fiscal Year
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Long-lived tangible assets:
|
|
|
|
|
|
||||||
United States
|
$
|
697,305
|
|
|
$
|
120,885
|
|
|
$
|
114,635
|
|
International
|
186,066
|
|
|
75,111
|
|
|
76,891
|
|
Fiscal 2015 Quarter
|
|
|
|
|
|
|
|
|
||||||||
(in thousands, except
|
|
|
|
|
|
|
|
|
||||||||
per share data)
|
First
|
|
Second
|
|
Third
|
|
Fourth
(4)
|
|
||||||||
Revenue
|
$
|
316,321
|
|
|
$
|
362,667
|
|
|
$
|
397,086
|
|
|
$
|
634,892
|
|
|
Gross profit
|
142,269
|
|
|
167,451
|
|
|
190,702
|
|
|
188,886
|
|
|
||||
Net income
|
38,647
|
|
(5)
|
63,311
|
|
(5)
|
87,863
|
|
(5)
|
6,482
|
|
(5),(6),(7)
|
||||
Net income per share:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.54
|
|
|
$
|
0.88
|
|
|
$
|
1.21
|
|
|
$
|
0.04
|
|
|
Diluted
|
$
|
0.52
|
|
|
$
|
0.85
|
|
|
$
|
1.18
|
|
|
$
|
0.04
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Fiscal 2014 Quarter
|
|
|
|
|
|
|
|
|
||||||||
(in thousands, except
|
|
|
|
|
|
|
|
|
||||||||
per share data)
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
|
||||||||
Revenue
|
$
|
292,996
|
|
|
$
|
310,716
|
|
|
$
|
288,520
|
|
|
$
|
255,999
|
|
|
Gross profit
|
93,469
|
|
|
104,656
|
|
|
107,523
|
|
|
99,279
|
|
|
||||
Net income (loss)
|
1,561
|
|
(1)
|
5,892
|
|
(1)
|
6,235
|
|
(1),(2)
|
(1,046
|
)
|
(1),(3)
|
||||
Net income (loss) per share:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.02
|
|
|
$
|
0.08
|
|
|
$
|
0.09
|
|
|
$
|
(0.01
|
)
|
|
Diluted
|
$
|
0.02
|
|
|
$
|
0.08
|
|
|
$
|
0.09
|
|
|
$
|
(0.01
|
)
|
|
ii.
|
Consolidated Statements of Operations for fiscal years
2015
,
2014
and
2013
.
|
iv.
|
Consolidated Statements of Stockholders' Equity for fiscal years
2015
,
2014
and
2013
.
|
v.
|
Consolidated Statements of Cash Flows for fiscal years
2015
,
2014
and
2013
.
|
vi.
|
Notes to Consolidated Financial Statements.
|
|
|
|
Qorvo, Inc.
|
|
|
|
|
Date:
|
May 27, 2015
|
|
/s/ Robert A. Bruggeworth
|
|
|
|
By: Robert A. Bruggeworth
|
|
|
|
President and Chief Executive Officer
|
/s/ Robert A. Bruggeworth
|
|
Name:
|
Robert A. Bruggeworth
|
|
|
Title:
|
President, Chief Executive Officer and Director
|
|
|
|
(principal executive officer)
|
|
|
|
|
/s/ Steven J. Buhaly
|
|
Name:
|
Steven J. Buhaly
|
|
|
Title:
|
Chief Financial Officer and Secretary
|
|
|
|
(principal financial officer)
|
|
|
|
|
/s/ Michael J. Laber
|
|
Name:
|
Michael J. Laber
|
|
|
Title:
|
Vice President and Corporate Controller
|
|
|
|
(principal accounting officer)
|
|
|
|
|
/s/ Ralph G. Quinsey
|
|
Name:
|
Ralph G. Quinsey
|
|
|
Title:
|
Chairman of the Board of Directors
|
|
|
|
|
/s/ Daniel A. DiLeo
|
|
Name:
|
Daniel A. DiLeo
|
|
|
Title:
|
Director
|
|
|
|
|
/s/ Jeffery R. Gardner
|
|
Name:
|
Jeffery R. Gardner
|
|
|
Title:
|
Director
|
|
|
|
|
/s/ Charles Scott Gibson
|
|
Name:
|
Charles Scott Gibson
|
|
|
Title:
|
Director
|
|
|
|
|
/s/ John R. Harding
|
|
Name:
|
John R. Harding
|
|
|
Title:
|
Director
|
|
|
|
|
/s/ David H.Y. Ho
|
|
Name:
|
David H.Y. Ho
|
|
|
Title:
|
Director
|
|
|
|
|
/s/ Roderick D. Nelson
|
|
Name:
|
Roderick D. Nelson
|
|
|
Title:
|
Director
|
|
|
|
|
/s/ Walden C. Rhines
|
|
Name:
|
Walden C. Rhines
|
|
|
Title:
|
Director
|
|
|
|
|
/s/ Walter H. Wilkinson, Jr.
|
|
Name:
|
Walter H. Wilkinson, Jr.
|
|
|
Title:
|
Director
|
|
|
|
|
10.16
|
Qorvo, Inc. Cash Bonus Plan (As Assumed and Amended and Restated Effective January 1, 2015)*
|
10.17
|
Employment Agreement, dated as of November 12, 2008, between RF Micro Devices, Inc. and Robert A. Bruggeworth (As Assumed by Qorvo, Inc.) (incorporated by reference to Exhibit 10.1 to RFMD’s Current Report on Form 8-K filed with the SEC on November 14, 2008 (File No. 000-22511))
|
10.18
|
Credit Agreement, dated as of March 19, 2013, by and between RF Micro Devices, Inc., certain domestic subsidiaries of the Company, Bank of America, N.A., as administrative agent and lender, and a syndicate of other lenders (incorporated by reference to Exhibit 10.1 to RFMD’s Current Report on Form 8-K filed with the SEC on March 25, 2013 (File No. 000-22511))
|
10.19
|
First Amendment, dated as of August 15, 2013, to the Credit Agreement, dated as of March 19, 2013, by and between RF Micro Devices, Inc., certain domestic subsidiaries of the Company, Bank of America, N.A., as administrative agent and lender, and a syndicate of other lenders (incorporated by reference to Exhibit 10.1 to RFMD’s Quarterly Report on Form 10-Q filed with the SEC on October 25, 2013 (File No. 000-22511))
|
10.20
|
Second Amendment and Consent, dated as of October 15, 2014, to the Credit Agreement, dated as of March 19, 2013, by and between RF Micro Devices, Inc., certain domestic subsidiaries of the Company, Bank of America, N.A., as administrative agent and lender, and a syndicate of other lenders (incorporated by reference to Exhibit 10.1 to RFMD’s Quarterly Report on Form 10-Q filed with the SEC on October 31, 2014 (File No. 000-22511))
|
10.21
|
Third Amendment and Consent, dated as of December 26, 2014, to the Credit Agreement, dated as of March 19, 2013, by and between RF Micro Devices, Inc., certain domestic subsidiaries of RF Micro Devices, Inc., Bank of America, N.A., as administrative agent and lender, and a syndicate of other lenders (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on February 3, 2015)
|
10.22
|
Credit Agreement, dated as of April 7, 2015 by and between Qorvo, Inc., certain of its material domestic subsidiaries, Bank of America, N.A. as administrative agent, swing line lender, and L/C issuer, and a syndicate of lenders (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 9, 2015)
|
10.23
|
Wafer Supply Agreement, dated June 9, 2012, between RF Micro Devices, Inc. and IQE, Inc. (incorporated by reference to Exhibit 10.1 to RFMD’s Quarterly Report on Form 10-Q/A filed with the SEC on January 3, 2013 (File No. 000-22511))
|
10.24
|
Letter dated August 24, 2011 regarding extension of Credit Agreement dated September 30, 2010 by and among TriQuint Semiconductor, Inc., the domestic subsidiaries of TriQuint Semiconductor, Inc., Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and Union Bank, and Wells Fargo Bank, National Association, as Co-Documentation Agents, Bank of the West, BBVA Compass Bank and US Bank, as lenders (incorporated by reference to Exhibit 10.1 to TriQuint’s Quarterly Report on Form 10-Q filed with the SEC on November 3, 2011 (File No. 000-22660))
|
21
|
Subsidiaries of Qorvo, Inc.
|
23.1
|
Consent of KPMG LLP
|
23.2
|
Consent of Ernst & Young LLP
|
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 Steven J. Buhaly, 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 Steven J. Buhaly, 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 Annual Report on Form 10-K for the fiscal year ended March 28, 2015, formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets as of March 28, 2015 and March 29, 2014, (ii) the Consolidated Statements of Operations for the fiscal years ended March 28, 2015, March 29, 2014, and March 30, 2013, (iii) the Consolidated Statements of Stockholders' Equity for the fiscal years ended March 28, 2015, March 29, 2014 and March 30, 2013, (iv) the Consolidated Statements of Cash Flows for the fiscal years ended March 28, 2015, March 29, 2014, and March 30, 2013, and (v) the Notes to the Consolidated Financial Statements.
|
*
|
Executive compensation plan or agreement
|
•
|
Annual cash retainer of $80,000 payable quarterly in arrears;
|
•
|
Additional annual retainer of $58,000 for the Non-Employee Chairman;
|
•
|
Additional annual retainer of $10,000 for the Lead Director;
|
•
|
Additional annual retainer for Committee Chairs:
|
◦
|
$20,000 for the Audit Committee Chair;
|
◦
|
$20,000 for the Compensation Committee Chair;
|
◦
|
$10,000 for the Governance and Nominating Committee Chair; and
|
◦
|
$10,000 for the Corporate Development Committee Chair.
|
•
|
Annual restricted stock unit award, representing shares of Company common stock valued at $170,000.
|
|
|
TABLE OF CONTENTS
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
Page
|
||
ARTICLE I
|
|
|
DEFINITIONS
|
1
|
|
1.1
|
|
|
Definitions
|
1
|
|
ARTICLE II
|
|
|
PARTICIPATION
|
3
|
|
2.1
|
|
|
Date of Participation
|
3
|
|
2.2
|
|
|
Resumption of Participation Following Return to Service
|
3
|
|
2.3
|
|
|
Change in Employment Status
|
3
|
|
ARTICLE III
|
|
|
CONTRIBUTIONS
|
4
|
|
3.1
|
|
|
Deferral Contributions
|
4
|
|
3.2
|
|
|
Accounts
|
4
|
|
ARTICLE VI
|
|
|
PARTICIPANTS' ACCOUNTS
|
5
|
|
4.1
|
|
|
Individual Accounts
|
5
|
|
ARTICLE V
|
|
|
INVESTMENT OF CONTRIBUTIONS
|
5
|
|
5.1
|
|
|
Manner of Investment
|
5
|
|
5.2
|
|
|
Investment Decisions
|
5
|
|
5.3
|
|
|
Investment Gains or Losses Upon an Installment Distribution
|
5
|
|
ARTICLE VI
|
|
|
DISTRIBUTIONS
|
5
|
|
6.1
|
|
|
Distributions to Participants and Beneficiaries
|
5
|
|
6.2
|
|
|
Distributions Following a Change of Control
|
7
|
|
6.3
|
|
|
Distributions Due to an Unforseeable Emergency
|
7
|
|
6.4
|
|
|
Scheduled In-Service Distribution
|
7
|
|
6.5
|
|
|
Death
|
7
|
|
6.6
|
|
|
Disability
|
8
|
|
6.7
|
|
|
Permitted Acceleration
|
8
|
|
6.8
|
|
|
Notice to Trustee
|
8
|
|
6.9
|
|
|
Time of Distribution
|
8
|
|
6.10
|
|
|
Limitation on Distributions to Covered Employees Prior to a Change of Control
|
9
|
|
6.11
|
|
|
Delays in Distribution
|
9
|
|
6.12
|
|
|
Tax Withholding
|
9
|
|
ARTICLE VII
|
|
|
SPECIAL CHANGE OF CONTROL PROVISIONS
|
9
|
|
7.1
|
|
|
No New Participants Following Change of Control
|
9
|
|
7.2
|
|
|
No Deferrals Following a Change of Control
|
9
|
|
ARTICLE VIII
|
|
|
AMENDMENT AND TERMINATION
|
9
|
|
8.1
|
|
|
Amendment Prior to and on and After Change of Control
|
9
|
|
8.2
|
|
|
Retroactive Amendments
|
10
|
|
8.3
|
|
|
Plan Termination
|
10
|
|
8.4
|
|
|
Distribution Upon Termination of the Plan
|
10
|
|
ARTICLE IX
|
|
|
THE TRUST
|
10
|
|
9.1
|
|
|
Establishment of Trust
|
10
|
|
ARTICLE X
|
|
|
MISCELLANEOUS
|
11
|
|
10.1
|
|
|
Communication to Participants
|
11
|
|
10.2
|
|
|
Limitation of Rights
|
11
|
|
10.3
|
|
|
Spendthrift Provision
|
11
|
|
10.4
|
|
|
Facility of Payment
|
11
|
|
10.5
|
|
|
Information between Company and Trustee
|
11
|
|
10.6
|
|
|
Notices
|
11
|
|
10.7
|
|
|
Governing Law
|
12
|
|
ARTICLE XI
|
|
|
PLAN ADMINISTRATION
|
12
|
|
11.1
|
|
|
Powers and Responsibilities of the Administrator
|
12
|
|
11.2
|
|
|
Nondiscriminatory Exercise of Authority
|
12
|
|
11.3
|
|
|
Claims and Review Procedures
|
12
|
|
11.4
|
|
|
Plan's Administrative Costs
|
13
|
|
•
|
The specific reason(s) for the denial,
|
•
|
References to the specific Plan provision(s) on which the denial was based,
|
•
|
A description of any additional material or information that is necessary to perfect the claim and an explanation of why such material or information is necessary, and
|
•
|
A description of the Plan’s procedures for appealing the denial. If the Participant or his or her representative disagrees with the Administrator’s decision, they will have sixty (60) days from the receipt of the original denial notice to appeal the decision. This appeal must be in writing and sent to the Administrator.
|
•
|
The specific reason(s) for the denial,
|
•
|
References to the specific Plan provision(s) on which the denial was based,
|
•
|
A statement that the Participant or his or her representative will be provided, upon request and free of charge, reasonable access to, and copies of, all documents and other information relevant to their claim, and
|
•
|
A statement regarding the Participant’s right to bring an action under Section 502(a) of ERISA, if applicable.
|
1.
|
Purpose; Plan Background
|
2.
|
Plan Administration
|
3.
|
Eligibility
|
4.
|
Nature of Awards
|
5.
|
Awards
|
6.
|
Termination of Employment and Other Events; Covenants
|
7.
|
Change of Control
|
8.
|
No Right to Employment
|
9.
|
Amendment and Termination
|
10.
|
Effective Date
|
11.
|
Miscellaneous
|
Name
|
|
State or Other Jurisdiction of Incorporation
|
RF Micro Devices, Inc.
|
|
North Carolina
|
RFMD, LLC
|
|
North Carolina
|
RFMD Infrastructure Product Group, Inc.
|
|
North Carolina
|
RFMD WPAN, Inc.
|
|
Delaware
|
RF Micro Devices International, Inc.
|
|
North Carolina
|
RF Micro Devices UK Ltd .
|
|
United Kingdom
|
RFMD (UK) Limited
|
|
United Kingdom
|
RF Micro Devices (Holland) B.V.
|
|
The Netherlands
|
RF Micro Devices (Taiwan) B.V.
|
|
The Netherlands
|
RF Micro Devices, Svenska AB
|
|
Sweden
|
RF Micro Devices (Denmark) ApS
|
|
Denmark
|
RF Micro Devices (Finland) Oy
|
|
Finland
|
RF Micro Devices (Korea) YH
|
|
Korea
|
RF Micro Devices (Canada) ULC
|
|
Canada
|
RF Micro Devices (Beijing) Co. Ltd.
|
|
People’s Republic of China
|
RFMD (Shanghai) Technology Company, Ltd.
|
|
People’s Republic of China
|
RF Micro Devices (Hong Kong) Pvt. Limited
|
|
Hong Kong
|
Xemod Incorporated
|
|
California
|
Micro Linear International Corporation
|
|
Delaware
|
Premier Devices – A Sirenza Company
|
|
California
|
Premier Devices German Holding GmbH
|
|
Germany
|
RFMD Germany GmbH
|
|
Germany
|
Radio Frequency Micro Devices (India) Private Limited
|
|
India
|
Amalfi Semiconductor, Inc.
|
|
Delaware
|
Amalfi Semiconductor, Ltd.
|
|
Cayman Islands
|
Amalfi Semiconductor Pte, Ltd.
|
|
Singapore
|
RF Micro Devices (Cayman Islands), Ltd.
|
|
Cayman Islands
|
RF Micro Devices (Singapore) Pte. Ltd.
|
|
Singapore
|
RF Micro Devices (Dezhou) Co. Ltd.
|
|
People’s Republic of China
|
TriQuint Semiconductor, Inc.
|
|
Delaware
|
TriQuint, Inc.
|
|
Florida
|
TriQuint TFR, Inc.
|
|
Oregon
|
TriQuint Semiconductor GmbH
|
|
Germany
|
TriQuint S.R.L
|
|
Costa Rica
|
TriQuint Asia LLC
|
|
Delaware
|
TriQuint International Pte. Ltd.
|
|
Singapore
|
TriQuint Semiconductor Malaysia SDN BHD
|
|
Malaysia
|
TriQuint Semiconductor Japan YK
|
|
Japan
|
TriQuint Semiconductor (Shanghai) Ltd
|
|
China
|
TriQuint Semiconductor Texas, LLC
|
|
Texas
|
TriQuint Sales and Design, Inc.
|
|
Delaware
|
TriQuint Europe Holding Company
|
|
Delaware
|
TriQuint WJ, Inc.
|
|
Delaware
|
WJ Newco LLC
|
|
Delaware
|
TriQuint CW, Inc.
|
|
California
|
(1)
|
Registration Statement (Form S-4 No. 333-195236) of Qorvo, Inc. (formerly known as Rocky Holding, Inc.),
|
(2)
|
Registration Statement (Form S-8 No. 333-201357) pertaining to the Qorvo, Inc. 2007 Employee Stock Purchase Plan, the Qorvo, Inc. 2013 Incentive Plan, the Qorvo, Inc. 2012 Incentive Plan, the Qorvo, Inc. 2009 Incentive Plan, the Qorvo, Inc. 2008 Inducement Program, and the Qorvo, Inc. 1996 Stock Incentive Program, and
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(3)
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Registration Statement (Form S-8 No. 333-201358) pertaining to the Qorvo, Inc. 2012 Stock Incentive Plan, the 2003 Stock Incentive Plan of Qorvo, Inc., the Qorvo, Inc. 2006 Directors Stock Option Plan, the Nonemployee Directors’ Stock Option Plan of Qorvo, Inc., and the Qorvo, Inc. 2015 Inducement Stock Plan;
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/s/ ROBERT A. BRUGGEWORTH
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Robert A. Bruggeworth
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President and Chief Executive Officer
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/s/ STEVEN J. BUHALY
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Steven J. Buhaly
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Chief Financial Officer and Secretary
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(1)
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the
Annual
Report on Form
10-K
of the Company for the fiscal
year
ended
March 28, 2015
(the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
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(2)
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the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/ ROBERT A. BRUGGEWORTH
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Robert A. Bruggeworth
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President and Chief Executive Officer
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May 27, 2015
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(1)
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the
Annual
Report on Form
10-K
of the Company for the fiscal
year
ended
March 28, 2015
(the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
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(2)
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the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/ STEVEN J. BUHALY
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Steven J. Buhaly
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Chief Financial Officer and Secretary
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May 27, 2015
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