|
|
|
|
|
þ
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
|
For the quarterly period ended June 30, 2018
|
or
|
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
|
For the transition period from _____ to _____
|
Delaware
|
|
46-5288992
|
(State or other jurisdiction of incorporation or organization)
|
|
(I.R.S. Employer 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)
|
|
|
|
|
|
|
Page
|
|
|
|
|
Item 1. Financial Statements
(Unaudited).
|
|
|
|
|
|
|
|
|
|
|
June 30, 2018
|
|
March 31, 2018
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
334,039
|
|
|
$
|
926,037
|
|
Short-term investments
(Note 5)
|
58,010
|
|
|
—
|
|
||
Accounts receivable, less allowance of $148 and $134 as of June 30, 2018 and March 31, 2018, respectively
|
360,857
|
|
|
345,957
|
|
||
Inventories
(Note 3)
|
501,578
|
|
|
472,292
|
|
||
Prepaid expenses
|
24,873
|
|
|
23,909
|
|
||
Other receivables
|
53,799
|
|
|
44,795
|
|
||
Other current assets
|
34,550
|
|
|
30,815
|
|
||
Total current assets
|
1,367,706
|
|
|
1,843,805
|
|
||
Property and equipment, net of accumulated depreciation of $950,018 at June 30, 2018 and $911,910 at March 31, 2018
|
1,368,588
|
|
|
1,374,112
|
|
||
Goodwill
|
2,173,889
|
|
|
2,173,889
|
|
||
Intangible assets, net of accumulated amortization of $1,844,821 at June 30, 2018 and $1,711,520 at March 31, 2018
(Note 4)
|
729,238
|
|
|
860,336
|
|
||
Long-term investments
(Note 5)
|
79,515
|
|
|
63,765
|
|
||
Other non-current assets
|
63,396
|
|
|
65,612
|
|
||
Total assets
|
$
|
5,782,332
|
|
|
$
|
6,381,519
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
219,143
|
|
|
$
|
213,193
|
|
Accrued liabilities
|
133,605
|
|
|
167,182
|
|
||
Other current liabilities
|
50,616
|
|
|
60,904
|
|
||
Total current liabilities
|
403,364
|
|
|
441,279
|
|
||
Long-term debt
(Notes 6 & 13)
|
558,280
|
|
|
983,290
|
|
||
Deferred tax liabilities
(Note 10)
|
37,155
|
|
|
63,084
|
|
||
Other long-term liabilities
|
105,428
|
|
|
118,302
|
|
||
Total liabilities
|
1,104,227
|
|
|
1,605,955
|
|
||
Stockholders’ equity:
|
|
|
|
||||
Preferred stock, $.0001 par value; 5,000 shares authorized; no shares issued and outstanding
|
—
|
|
|
—
|
|
||
Common stock and additional paid-in capital, $.0001 par value; 405,000 shares authorized; 125,598 and 126,322 shares issued and outstanding at June 30, 2018 and March 31, 2018, respectively
|
5,167,311
|
|
|
5,237,085
|
|
||
Accumulated other comprehensive loss, net of tax
|
(4,936
|
)
|
|
(2,752
|
)
|
||
Accumulated deficit
|
(484,270
|
)
|
|
(458,769
|
)
|
||
Total stockholders’ equity
|
4,678,105
|
|
|
4,775,564
|
|
||
Total liabilities and stockholders’ equity
|
$
|
5,782,332
|
|
|
$
|
6,381,519
|
|
|
|
Three Months Ended
|
||||||
|
|
June 30, 2018
|
|
July 1, 2017
|
||||
Revenue
|
|
$
|
692,670
|
|
|
$
|
640,831
|
|
Cost of goods sold
|
|
455,937
|
|
|
404,454
|
|
||
Gross profit
|
|
236,733
|
|
|
236,377
|
|
||
Operating expenses:
|
|
|
|
|
||||
Research and development
|
|
110,903
|
|
|
116,499
|
|
||
Selling, general and administrative
|
|
135,930
|
|
|
139,431
|
|
||
Other operating expense
|
|
9,115
|
|
|
8,276
|
|
||
Total operating expenses
|
|
255,948
|
|
|
264,206
|
|
||
Loss from operations
|
|
(19,215
|
)
|
|
(27,829
|
)
|
||
Interest expense
(Note 6)
|
|
(14,353
|
)
|
|
(12,271
|
)
|
||
Interest income
|
|
3,394
|
|
|
766
|
|
||
Other expense
(Note 6)
|
|
(31,955
|
)
|
|
(934
|
)
|
||
|
|
|
|
|
||||
Loss before income taxes
|
|
(62,129
|
)
|
|
(40,268
|
)
|
||
|
|
|
|
|
||||
Income tax benefit
(Note 10)
|
|
32,136
|
|
|
9,644
|
|
||
Net loss
|
|
$
|
(29,993
|
)
|
|
$
|
(30,624
|
)
|
|
|
|
|
|
||||
Net loss per share
(Note 11)
:
|
|
|
|
|
||||
Basic
|
|
$
|
(0.24
|
)
|
|
$
|
(0.24
|
)
|
Diluted
|
|
$
|
(0.24
|
)
|
|
$
|
(0.24
|
)
|
|
|
|
|
|
||||
Weighted average shares of common stock outstanding
(Note 11):
|
|
|
|
|
||||
Basic
|
|
126,198
|
|
|
126,961
|
|
||
Diluted
|
|
126,198
|
|
|
126,961
|
|
|
|
Three Months Ended
|
||||||
|
|
June 30, 2018
|
|
July 1, 2017
|
||||
Net loss
|
|
$
|
(29,993
|
)
|
|
$
|
(30,624
|
)
|
Other comprehensive (loss) income:
|
|
|
|
|
||||
Unrealized gain on marketable securities, net of tax
|
|
5
|
|
|
61
|
|
||
Foreign currency translation adjustment, including intra-entity foreign currency transactions that are of a long-term investment nature
|
|
(2,213
|
)
|
|
616
|
|
||
Reclassification adjustments, net of tax:
|
|
|
|
|
||||
Amortization of pension actuarial loss
|
|
24
|
|
|
42
|
|
||
Other comprehensive (loss) income
|
|
(2,184
|
)
|
|
719
|
|
||
Total comprehensive loss
|
|
$
|
(32,177
|
)
|
|
$
|
(29,905
|
)
|
|
Three Months Ended
|
||||||
|
June 30, 2018
|
|
July 1, 2017
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net loss
|
$
|
(29,993
|
)
|
|
$
|
(30,624
|
)
|
Adjustments to reconcile net loss to net cash provided by operating activities:
|
|
|
|
||||
Depreciation
|
43,451
|
|
|
42,827
|
|
||
Amortization and other non-cash items
(Notes 4 & 6)
|
166,174
|
|
|
134,390
|
|
||
Deferred income taxes
|
(26,684
|
)
|
|
(4,728
|
)
|
||
Foreign currency adjustments
|
(2,646
|
)
|
|
2,477
|
|
||
Loss (gain) on investments and other assets, net
|
370
|
|
|
(763
|
)
|
||
Stock-based compensation expense
|
19,345
|
|
|
21,126
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Accounts receivable, net
|
(14,849
|
)
|
|
(15,901
|
)
|
||
Inventories
|
(29,587
|
)
|
|
(40,036
|
)
|
||
Prepaid expenses and other current and non-current assets
|
(11,503
|
)
|
|
16,748
|
|
||
Accounts payable and accrued liabilities
|
(20,625
|
)
|
|
(7,363
|
)
|
||
Income tax (recoverable) / payable
|
(16,571
|
)
|
|
(16,028
|
)
|
||
Other liabilities
|
(1,623
|
)
|
|
1,511
|
|
||
Net cash provided by operating activities
|
75,259
|
|
|
103,636
|
|
||
Investing activities:
|
|
|
|
||||
Purchase of property and equipment
|
(43,564
|
)
|
|
(124,428
|
)
|
||
Purchase of debt securities and other investments
|
(132,729
|
)
|
|
—
|
|
||
Proceeds from maturities of other investments
|
75,000
|
|
|
—
|
|
||
Other investing activities
|
(8,667
|
)
|
|
7,036
|
|
||
Net cash used in investing activities
|
(109,960
|
)
|
|
(117,392
|
)
|
||
Financing activities:
|
|
|
|
||||
Payment of debt
(Note 6)
|
(458,172
|
)
|
|
—
|
|
||
Repurchase of common stock, including transaction costs
(Note 7)
|
(100,004
|
)
|
|
(31,925
|
)
|
||
Proceeds from the issuance of common stock
|
9,889
|
|
|
20,526
|
|
||
Tax withholding paid on behalf of employees for restricted stock units
|
(6,802
|
)
|
|
(8,404
|
)
|
||
Other financing activities
|
(214
|
)
|
|
—
|
|
||
Net cash used in financing activities
|
(555,303
|
)
|
|
(19,803
|
)
|
||
|
|
|
|
||||
Effect of exchange rate changes on cash
|
(2,014
|
)
|
|
750
|
|
||
Net decrease in cash, cash equivalents and restricted cash
|
(592,018
|
)
|
|
(32,809
|
)
|
||
Cash, cash equivalents and restricted cash at the beginning of the period
|
926,402
|
|
|
545,779
|
|
||
Cash, cash equivalents and restricted cash at the end of the period
|
$
|
334,384
|
|
|
$
|
512,970
|
|
Non-cash investing information:
|
|
|
|
||||
Capital expenditure adjustments included in accounts payable and accrued liabilities
|
$
|
35,394
|
|
|
$
|
47,206
|
|
|
June 30, 2018
|
|
March 31, 2018
|
||||
Raw materials
|
$
|
122,226
|
|
|
$
|
110,389
|
|
Work in process
|
258,168
|
|
|
221,137
|
|
||
Finished goods
|
121,184
|
|
|
140,766
|
|
||
Total inventories
|
$
|
501,578
|
|
|
$
|
472,292
|
|
|
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Estimated Fair
Value
|
||||||||
June 30, 2018
|
|
|
|
|
|
|
|
||||||||
Auction rate securities
|
$
|
1,950
|
|
|
$
|
—
|
|
|
$
|
(105
|
)
|
|
$
|
1,845
|
|
Commercial paper
|
58,006
|
|
|
4
|
|
|
—
|
|
|
58,010
|
|
||||
|
$
|
59,956
|
|
|
$
|
4
|
|
|
$
|
(105
|
)
|
|
$
|
59,855
|
|
March 31, 2018
|
|
|
|
|
|
|
|
||||||||
Auction rate securities
|
$
|
1,950
|
|
|
$
|
—
|
|
|
$
|
(107
|
)
|
|
$
|
1,843
|
|
|
June 30, 2018
|
|
March 31, 2018
|
||||||||||||
|
Cost
|
|
Estimated
Fair Value
|
|
Cost
|
|
Estimated
Fair Value
|
||||||||
Due in less than one year
|
$
|
58,006
|
|
|
$
|
58,010
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Due after ten years
|
1,950
|
|
|
1,845
|
|
|
1,950
|
|
|
1,843
|
|
||||
Total
|
$
|
59,956
|
|
|
$
|
59,855
|
|
|
$
|
1,950
|
|
|
$
|
1,843
|
|
|
|
|
|
|
Total
|
|
Quoted Prices In
Active Markets For Identical Assets (Level 1) |
|
Significant Other
Observable Inputs (Level 2) |
||||||
June 30, 2018
|
|
|
|
|
|
||||||||||
|
Assets
|
|
|
|
|
|
|||||||||
|
|
Money market funds
|
$
|
37
|
|
|
$
|
37
|
|
|
$
|
—
|
|
||
|
|
Auction rate securities ("ARS")
(1)
|
1,845
|
|
|
—
|
|
|
1,845
|
|
|||||
|
|
Commercial paper
(2)
|
58,010
|
|
|
—
|
|
|
58,010
|
|
|||||
|
|
Invested funds in deferred compensation plan
(3)
|
15,306
|
|
|
15,306
|
|
|
—
|
|
|||||
|
|
|
|
Total assets measured at fair value
|
$
|
75,198
|
|
|
$
|
15,343
|
|
|
$
|
59,855
|
|
|
Liabilities
|
|
|
|
|
|
|||||||||
|
|
Deferred compensation plan obligation
(3)
|
$
|
15,306
|
|
|
$
|
15,306
|
|
|
$
|
—
|
|
||
|
|
|
|
Total liabilities measured at fair value
|
$
|
15,306
|
|
|
$
|
15,306
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
||||||
March 31, 2018
|
|
|
|
|
|
||||||||||
|
Assets
|
|
|
|
|
|
|||||||||
|
|
Money market funds
|
$
|
9
|
|
|
$
|
9
|
|
|
$
|
—
|
|
||
|
|
Auction rate securities
(1)
|
1,843
|
|
|
—
|
|
|
1,843
|
|
|||||
|
|
Invested funds in deferred compensation plan
(3)
|
14,284
|
|
|
14,284
|
|
|
—
|
|
|||||
|
|
|
|
Total assets measured at fair value
|
$
|
16,136
|
|
|
$
|
14,293
|
|
|
$
|
1,843
|
|
|
Liabilities
|
|
|
|
|
|
|||||||||
|
|
Deferred compensation plan obligation
(3)
|
$
|
14,284
|
|
|
$
|
14,284
|
|
|
$
|
—
|
|
||
|
|
|
|
Total liabilities measured at fair value
|
$
|
14,284
|
|
|
$
|
14,284
|
|
|
$
|
—
|
|
|
June 30, 2018
|
|
March 31, 2018
|
||||
6.75% Senior Notes due 2023
|
$
|
15,263
|
|
|
$
|
444,464
|
|
7.00% Senior Notes due 2025
|
548,500
|
|
|
548,500
|
|
||
Less unamortized issuance costs
|
(5,483
|
)
|
|
(9,674
|
)
|
||
Total long-term debt
|
$
|
558,280
|
|
|
$
|
983,290
|
|
|
|
Three Months Ended
|
||||||
|
|
June 30, 2018
|
|
July 1, 2017
|
||||
Revenue:
|
|
|
|
|
||||
China
|
|
$
|
366,534
|
|
|
$
|
349,631
|
|
Taiwan
|
|
155,171
|
|
|
90,158
|
|
||
United States
|
|
108,466
|
|
|
138,360
|
|
||
Other Asia
|
|
34,569
|
|
|
36,175
|
|
||
Europe
|
|
22,636
|
|
|
21,236
|
|
||
Other
|
|
5,294
|
|
|
5,271
|
|
||
Total Revenue
|
|
$
|
692,670
|
|
|
$
|
640,831
|
|
|
Three Months Ended
|
||||||
|
June 30,
2018 |
|
July 1,
2017 |
||||
Revenue:
|
|
|
|
||||
MP
|
$
|
486,079
|
|
|
$
|
456,223
|
|
IDP
|
206,591
|
|
|
183,638
|
|
||
All other (1)
|
—
|
|
|
970
|
|
||
Total revenue
|
$
|
692,670
|
|
|
$
|
640,831
|
|
Income (loss) from operations
|
|
|
|
||||
MP
|
$
|
89,171
|
|
|
$
|
87,807
|
|
IDP
|
55,204
|
|
|
49,586
|
|
||
All other
|
(163,590
|
)
|
|
(165,222
|
)
|
||
Loss from operations
|
(19,215
|
)
|
|
(27,829
|
)
|
||
Interest expense
|
(14,353
|
)
|
|
(12,271
|
)
|
||
Interest income
|
3,394
|
|
|
766
|
|
||
Other expense
|
(31,955
|
)
|
|
(934
|
)
|
||
Loss before income taxes
|
$
|
(62,129
|
)
|
|
$
|
(40,268
|
)
|
|
Three Months Ended
|
||||||
|
June 30,
2018 |
|
July 1,
2017 |
||||
Reconciliation of “All other” category:
|
|
|
|
||||
Stock-based compensation expense
|
$
|
(19,345
|
)
|
|
$
|
(21,126
|
)
|
Amortization of intangible assets
|
(133,175
|
)
|
|
(134,686
|
)
|
||
Acquisition and integration related costs
|
(1,082
|
)
|
|
(2,777
|
)
|
||
Restructuring charges
|
(2,802
|
)
|
|
(531
|
)
|
||
Start-up costs
|
(5,361
|
)
|
|
(6,624
|
)
|
||
Other (expense) income (including (loss) gain on assets and other miscellaneous corporate overhead)
|
(1,825
|
)
|
|
522
|
|
||
Loss from operations for “All other”
|
$
|
(163,590
|
)
|
|
$
|
(165,222
|
)
|
|
Three Months Ended
|
||||||
|
June 30, 2018
|
|
July 1, 2017
|
||||
Numerator:
|
|
|
|
||||
Numerator for basic and diluted net loss per share — net loss available to common stockholders
|
$
|
(29,993
|
)
|
|
$
|
(30,624
|
)
|
Denominator:
|
|
|
|
||||
Denominator for basic net loss per share — weighted average shares
|
126,198
|
|
|
126,961
|
|
||
Effect of dilutive securities:
|
|
|
|
||||
Stock-based awards
|
—
|
|
|
—
|
|
||
Denominator for diluted net loss per share — adjusted weighted average shares and assumed conversions
|
126,198
|
|
|
126,961
|
|
||
Basic net loss per share
|
$
|
(0.24
|
)
|
|
$
|
(0.24
|
)
|
Diluted net loss per share
|
$
|
(0.24
|
)
|
|
$
|
(0.24
|
)
|
(i)
|
Parent Company, the issuer of the guaranteed obligations;
|
(ii)
|
Guarantor subsidiaries, on a combined basis, as specified in the 2015 Indenture;
|
(iii)
|
Non-guarantor subsidiaries, on a combined basis;
|
(iv)
|
Consolidating entries, eliminations and reclassifications representing adjustments to (a) eliminate intercompany transactions between or among the Parent Company, the guarantor subsidiaries and the non-guarantor subsidiaries, (b) eliminate intercompany profit in inventory, (c) eliminate the investments in the Company’s subsidiaries and (d) record consolidating entries; and
|
(v)
|
The Company, on a consolidated basis.
|
|
Condensed Consolidating Balance Sheet
|
||||||||||||||||||
|
June 30, 2018
|
||||||||||||||||||
(in thousands)
|
Parent Company
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations and Reclassifications
|
|
Consolidated
|
||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
78,851
|
|
|
$
|
255,188
|
|
|
$
|
—
|
|
|
$
|
334,039
|
|
Short-term investments
|
—
|
|
|
58,010
|
|
|
—
|
|
|
—
|
|
|
58,010
|
|
|||||
Accounts receivable, less allowance
|
—
|
|
|
54,894
|
|
|
305,963
|
|
|
—
|
|
|
360,857
|
|
|||||
Intercompany accounts and notes receivable
|
—
|
|
|
296,498
|
|
|
39,146
|
|
|
(335,644
|
)
|
|
—
|
|
|||||
Inventories
|
—
|
|
|
186,645
|
|
|
335,819
|
|
|
(20,886
|
)
|
|
501,578
|
|
|||||
Prepaid expenses
|
—
|
|
|
17,282
|
|
|
7,591
|
|
|
—
|
|
|
24,873
|
|
|||||
Other receivables
|
—
|
|
|
4,272
|
|
|
49,527
|
|
|
—
|
|
|
53,799
|
|
|||||
Other current assets
|
—
|
|
|
33,460
|
|
|
1,090
|
|
|
—
|
|
|
34,550
|
|
|||||
Total current assets
|
—
|
|
|
729,912
|
|
|
994,324
|
|
|
(356,530
|
)
|
|
1,367,706
|
|
|||||
Property and equipment, net
|
—
|
|
|
1,086,252
|
|
|
282,536
|
|
|
(200
|
)
|
|
1,368,588
|
|
|||||
Goodwill
|
—
|
|
|
1,121,941
|
|
|
1,051,948
|
|
|
—
|
|
|
2,173,889
|
|
|||||
Intangible assets, net
|
—
|
|
|
345,109
|
|
|
384,129
|
|
|
—
|
|
|
729,238
|
|
|||||
Long-term investments
|
—
|
|
|
1,854
|
|
|
77,661
|
|
|
—
|
|
|
79,515
|
|
|||||
Long-term intercompany accounts and notes receivable
|
—
|
|
|
1,078,040
|
|
|
107,181
|
|
|
(1,185,221
|
)
|
|
—
|
|
|||||
Investment in subsidiaries
|
6,212,724
|
|
|
2,310,787
|
|
|
—
|
|
|
(8,523,511
|
)
|
|
—
|
|
|||||
Other non-current assets
|
83,679
|
|
|
30,721
|
|
|
30,487
|
|
|
(81,491
|
)
|
|
63,396
|
|
|||||
Total assets
|
$
|
6,296,403
|
|
|
$
|
6,704,616
|
|
|
$
|
2,928,266
|
|
|
$
|
(10,146,953
|
)
|
|
$
|
5,782,332
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable
|
$
|
—
|
|
|
$
|
74,096
|
|
|
$
|
145,047
|
|
|
$
|
—
|
|
|
$
|
219,143
|
|
Intercompany accounts and notes payable
|
—
|
|
|
39,146
|
|
|
296,498
|
|
|
(335,644
|
)
|
|
—
|
|
|||||
Accrued liabilities
|
3,482
|
|
|
90,971
|
|
|
38,943
|
|
|
209
|
|
|
133,605
|
|
|||||
Other current liabilities
|
—
|
|
|
1,461
|
|
|
49,155
|
|
|
—
|
|
|
50,616
|
|
|||||
Total current liabilities
|
3,482
|
|
|
205,674
|
|
|
529,643
|
|
|
(335,435
|
)
|
|
403,364
|
|
|||||
Long-term debt
|
558,280
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
558,280
|
|
|||||
Deferred tax liabilities
|
—
|
|
|
58,676
|
|
|
13,286
|
|
|
(34,807
|
)
|
|
37,155
|
|
|||||
Long-term intercompany accounts and notes payable
|
1,056,536
|
|
|
107,181
|
|
|
21,504
|
|
|
(1,185,221
|
)
|
|
—
|
|
|||||
Other long-term liabilities
|
—
|
|
|
52,382
|
|
|
53,046
|
|
|
—
|
|
|
105,428
|
|
|||||
Total liabilities
|
1,618,298
|
|
|
423,913
|
|
|
617,479
|
|
|
(1,555,463
|
)
|
|
1,104,227
|
|
|||||
Total stockholders’ equity
|
4,678,105
|
|
|
6,280,703
|
|
|
2,310,787
|
|
|
(8,591,490
|
)
|
|
4,678,105
|
|
|||||
Total liabilities and stockholders’ equity
|
$
|
6,296,403
|
|
|
$
|
6,704,616
|
|
|
$
|
2,928,266
|
|
|
$
|
(10,146,953
|
)
|
|
$
|
5,782,332
|
|
|
Condensed Consolidating Balance Sheet
|
||||||||||||||||||
|
March 31, 2018
|
||||||||||||||||||
(in thousands)
|
Parent Company
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations and Reclassifications
|
|
Consolidated
|
||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
629,314
|
|
|
$
|
296,723
|
|
|
$
|
—
|
|
|
$
|
926,037
|
|
Accounts receivable, less allowance
|
—
|
|
|
76,863
|
|
|
269,094
|
|
|
—
|
|
|
345,957
|
|
|||||
Intercompany accounts and notes receivable
|
—
|
|
|
272,409
|
|
|
53,363
|
|
|
(325,772
|
)
|
|
—
|
|
|||||
Inventories
|
—
|
|
|
154,651
|
|
|
339,434
|
|
|
(21,793
|
)
|
|
472,292
|
|
|||||
Prepaid expenses
|
—
|
|
|
17,530
|
|
|
6,379
|
|
|
—
|
|
|
23,909
|
|
|||||
Other receivables
|
—
|
|
|
5,959
|
|
|
38,836
|
|
|
—
|
|
|
44,795
|
|
|||||
Other current assets
|
—
|
|
|
29,627
|
|
|
1,188
|
|
|
—
|
|
|
30,815
|
|
|||||
Total current assets
|
—
|
|
|
1,186,353
|
|
|
1,005,017
|
|
|
(347,565
|
)
|
|
1,843,805
|
|
|||||
Property and equipment, net
|
—
|
|
|
1,085,255
|
|
|
289,146
|
|
|
(289
|
)
|
|
1,374,112
|
|
|||||
Goodwill
|
—
|
|
|
1,121,941
|
|
|
1,051,948
|
|
|
—
|
|
|
2,173,889
|
|
|||||
Intangible assets, net
|
—
|
|
|
395,317
|
|
|
465,019
|
|
|
—
|
|
|
860,336
|
|
|||||
Long-term investments
|
—
|
|
|
1,847
|
|
|
61,918
|
|
|
—
|
|
|
63,765
|
|
|||||
Long-term intercompany accounts and notes receivable
|
—
|
|
|
543,127
|
|
|
116,494
|
|
|
(659,621
|
)
|
|
—
|
|
|||||
Investment in Subsidiaries
|
6,198,885
|
|
|
2,388,222
|
|
|
—
|
|
|
(8,587,107
|
)
|
|
—
|
|
|||||
Other non-current assets
|
72,122
|
|
|
31,011
|
|
|
32,516
|
|
|
(70,037
|
)
|
|
65,612
|
|
|||||
Total assets
|
$
|
6,271,007
|
|
|
$
|
6,753,073
|
|
|
$
|
3,022,058
|
|
|
$
|
(9,664,619
|
)
|
|
$
|
6,381,519
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable
|
$
|
—
|
|
|
$
|
78,278
|
|
|
$
|
134,915
|
|
|
$
|
—
|
|
|
$
|
213,193
|
|
Intercompany accounts and notes payable
|
—
|
|
|
53,363
|
|
|
272,409
|
|
|
(325,772
|
)
|
|
—
|
|
|||||
Accrued liabilities
|
23,102
|
|
|
101,286
|
|
|
43,163
|
|
|
(369
|
)
|
|
167,182
|
|
|||||
Other current liabilities
|
—
|
|
|
3,882
|
|
|
57,022
|
|
|
—
|
|
|
60,904
|
|
|||||
Total current liabilities
|
23,102
|
|
|
236,809
|
|
|
507,509
|
|
|
(326,141
|
)
|
|
441,279
|
|
|||||
Long-term debt
|
983,290
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
983,290
|
|
|||||
Deferred tax liabilities
|
—
|
|
|
83,449
|
|
|
16,366
|
|
|
(36,731
|
)
|
|
63,084
|
|
|||||
Long-term intercompany accounts and notes payable
|
489,051
|
|
|
116,494
|
|
|
54,076
|
|
|
(659,621
|
)
|
|
—
|
|
|||||
Other long-term liabilities
|
—
|
|
|
62,417
|
|
|
55,885
|
|
|
—
|
|
|
118,302
|
|
|||||
Total liabilities
|
1,495,443
|
|
|
499,169
|
|
|
633,836
|
|
|
(1,022,493
|
)
|
|
1,605,955
|
|
|||||
Total stockholders’ equity
|
4,775,564
|
|
|
6,253,904
|
|
|
2,388,222
|
|
|
(8,642,126
|
)
|
|
4,775,564
|
|
|||||
Total liabilities and stockholders’ equity
|
$
|
6,271,007
|
|
|
$
|
6,753,073
|
|
|
$
|
3,022,058
|
|
|
$
|
(9,664,619
|
)
|
|
$
|
6,381,519
|
|
|
Condensed Consolidating Statement of Operations and Comprehensive (Loss) Income
|
||||||||||||||||||
|
Three Months Ended June 30, 2018
|
||||||||||||||||||
(in thousands)
|
Parent Company
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations and Reclassifications
|
|
Consolidated
|
||||||||||
Revenue
|
$
|
—
|
|
|
$
|
231,939
|
|
|
$
|
625,961
|
|
|
$
|
(165,230
|
)
|
|
$
|
692,670
|
|
Cost of goods sold
|
—
|
|
|
190,311
|
|
|
409,697
|
|
|
(144,071
|
)
|
|
455,937
|
|
|||||
Gross profit
|
—
|
|
|
41,628
|
|
|
216,264
|
|
|
(21,159
|
)
|
|
236,733
|
|
|||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Research and development
|
6,401
|
|
|
3,279
|
|
|
102,448
|
|
|
(1,225
|
)
|
|
110,903
|
|
|||||
Selling, general and administrative
|
12,795
|
|
|
57,956
|
|
|
86,379
|
|
|
(21,200
|
)
|
|
135,930
|
|
|||||
Other operating expense
|
150
|
|
|
7,940
|
|
|
1,054
|
|
|
(29
|
)
|
|
9,115
|
|
|||||
Total operating expenses
|
19,346
|
|
|
69,175
|
|
|
189,881
|
|
|
(22,454
|
)
|
|
255,948
|
|
|||||
(Loss) income from operations
|
(19,346
|
)
|
|
(27,547
|
)
|
|
26,383
|
|
|
1,295
|
|
|
(19,215
|
)
|
|||||
Interest expense
|
(14,042
|
)
|
|
(537
|
)
|
|
(161
|
)
|
|
387
|
|
|
(14,353
|
)
|
|||||
Interest income
|
—
|
|
|
2,406
|
|
|
1,375
|
|
|
(387
|
)
|
|
3,394
|
|
|||||
Other (expense) income
|
(33,373
|
)
|
|
328
|
|
|
1,090
|
|
|
—
|
|
|
(31,955
|
)
|
|||||
(Loss) income before income taxes
|
(66,761
|
)
|
|
(25,350
|
)
|
|
28,687
|
|
|
1,295
|
|
|
(62,129
|
)
|
|||||
Income tax benefit
|
11,454
|
|
|
16,804
|
|
|
3,878
|
|
|
—
|
|
|
32,136
|
|
|||||
Income in subsidiaries
|
25,314
|
|
|
32,565
|
|
|
—
|
|
|
(57,879
|
)
|
|
—
|
|
|||||
Net (loss) income
|
$
|
(29,993
|
)
|
|
$
|
24,019
|
|
|
$
|
32,565
|
|
|
$
|
(56,584
|
)
|
|
$
|
(29,993
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Comprehensive (loss) income
|
$
|
(32,177
|
)
|
|
$
|
24,024
|
|
|
$
|
30,255
|
|
|
$
|
(54,279
|
)
|
|
$
|
(32,177
|
)
|
|
Condensed Consolidating Statement of Operations and Comprehensive Loss
|
||||||||||||||||||
|
Three Months Ended July 1, 2017
|
||||||||||||||||||
(in thousands)
|
Parent Company
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations and Reclassifications
|
|
Consolidated
|
||||||||||
Revenue
|
$
|
—
|
|
|
$
|
271,953
|
|
|
$
|
580,554
|
|
|
$
|
(211,676
|
)
|
|
$
|
640,831
|
|
Cost of goods sold
|
—
|
|
|
184,004
|
|
|
392,736
|
|
|
(172,286
|
)
|
|
404,454
|
|
|||||
Gross profit
|
—
|
|
|
87,949
|
|
|
187,818
|
|
|
(39,390
|
)
|
|
236,377
|
|
|||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Research and development
|
6,796
|
|
|
16,738
|
|
|
97,284
|
|
|
(4,319
|
)
|
|
116,499
|
|
|||||
Selling, general and administrative
|
14,245
|
|
|
66,212
|
|
|
94,052
|
|
|
(35,078
|
)
|
|
139,431
|
|
|||||
Other operating expense
|
85
|
|
|
7,060
|
|
|
1,010
|
|
|
121
|
|
|
8,276
|
|
|||||
Total operating expenses
|
21,126
|
|
|
90,010
|
|
|
192,346
|
|
|
(39,276
|
)
|
|
264,206
|
|
|||||
Loss from operations
|
(21,126
|
)
|
|
(2,061
|
)
|
|
(4,528
|
)
|
|
(114
|
)
|
|
(27,829
|
)
|
|||||
Interest expense
|
(11,924
|
)
|
|
(575
|
)
|
|
(334
|
)
|
|
562
|
|
|
(12,271
|
)
|
|||||
Interest income
|
—
|
|
|
494
|
|
|
834
|
|
|
(562
|
)
|
|
766
|
|
|||||
Other (expense) income
|
—
|
|
|
(214
|
)
|
|
1,998
|
|
|
(2,718
|
)
|
|
(934
|
)
|
|||||
Loss before income taxes
|
(33,050
|
)
|
|
(2,356
|
)
|
|
(2,030
|
)
|
|
(2,832
|
)
|
|
(40,268
|
)
|
|||||
Income tax benefit (expense)
|
16,246
|
|
|
(7,524
|
)
|
|
922
|
|
|
—
|
|
|
9,644
|
|
|||||
Loss in subsidiaries
|
(13,820
|
)
|
|
(1,108
|
)
|
|
—
|
|
|
14,928
|
|
|
—
|
|
|||||
Net loss
|
$
|
(30,624
|
)
|
|
$
|
(10,988
|
)
|
|
$
|
(1,108
|
)
|
|
$
|
12,096
|
|
|
$
|
(30,624
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Comprehensive loss
|
$
|
(29,905
|
)
|
|
$
|
(10,927
|
)
|
|
$
|
(450
|
)
|
|
$
|
11,377
|
|
|
$
|
(29,905
|
)
|
|
Condensed Consolidating Statement of Cash Flows
|
||||||||||||||||||
|
Three Months Ended June 30, 2018
|
||||||||||||||||||
(in thousands)
|
Parent Company
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations and Reclassifications
|
|
Consolidated
|
||||||||||
Net cash provided by (used in) operating activities
|
$
|
555,303
|
|
|
$
|
(566,340
|
)
|
|
$
|
86,296
|
|
|
$
|
—
|
|
|
$
|
75,259
|
|
Investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchase of property and equipment
|
—
|
|
|
(37,020
|
)
|
|
(6,544
|
)
|
|
—
|
|
|
(43,564
|
)
|
|||||
Purchase of debt securities and other investments
|
—
|
|
|
(132,729
|
)
|
|
—
|
|
|
—
|
|
|
(132,729
|
)
|
|||||
Proceeds from maturities of other investments
|
—
|
|
|
75,000
|
|
|
—
|
|
|
—
|
|
|
75,000
|
|
|||||
Other investing activities
|
—
|
|
|
234
|
|
|
(8,901
|
)
|
|
—
|
|
|
(8,667
|
)
|
|||||
Net transactions with related parties
|
—
|
|
|
110,047
|
|
|
—
|
|
|
(110,047
|
)
|
|
—
|
|
|||||
Net cash (used in) provided by investing activities
|
—
|
|
|
15,532
|
|
|
(15,445
|
)
|
|
(110,047
|
)
|
|
(109,960
|
)
|
|||||
Financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Payment of debt
|
(458,172
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(458,172
|
)
|
|||||
Repurchase of common stock, including transaction costs
|
(100,004
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(100,004
|
)
|
|||||
Proceeds from the issuance of common stock
|
9,889
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,889
|
|
|||||
Tax withholding paid on behalf of employees for restricted stock units
|
(6,802
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,802
|
)
|
|||||
Other financing activities
|
(214
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(214
|
)
|
|||||
Net transactions with related parties
|
—
|
|
|
345
|
|
|
(110,392
|
)
|
|
110,047
|
|
|
—
|
|
|||||
Net cash (used in) provided by financing activities
|
(555,303
|
)
|
|
345
|
|
|
(110,392
|
)
|
|
110,047
|
|
|
(555,303
|
)
|
|||||
Effect of exchange rate changes on cash
|
—
|
|
|
—
|
|
|
(2,014
|
)
|
|
—
|
|
|
(2,014
|
)
|
|||||
Net decrease in cash, cash equivalents and restricted cash
|
—
|
|
|
(550,463
|
)
|
|
(41,555
|
)
|
|
—
|
|
|
(592,018
|
)
|
|||||
Cash, cash equivalents and restricted cash at the beginning of the period
|
—
|
|
|
629,314
|
|
|
297,088
|
|
|
—
|
|
|
926,402
|
|
|||||
Cash, cash equivalents and restricted cash at the end of the period
|
$
|
—
|
|
|
$
|
78,851
|
|
|
$
|
255,533
|
|
|
$
|
—
|
|
|
$
|
334,384
|
|
|
|
|
|
|
|
|
|
|
|
|
Condensed Consolidating Statement of Cash Flows
|
||||||||||||||||||
|
Three Months Ended July 1, 2017
|
||||||||||||||||||
(in thousands)
|
Parent Company
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations and Reclassifications
|
|
Consolidated
|
||||||||||
Net cash provided by (used in) operating activities
|
$
|
19,803
|
|
|
$
|
(21,261
|
)
|
|
$
|
105,094
|
|
|
$
|
—
|
|
|
$
|
103,636
|
|
Investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchase of property and equipment
|
—
|
|
|
(104,016
|
)
|
|
(20,412
|
)
|
|
—
|
|
|
(124,428
|
)
|
|||||
Other investing activities
|
—
|
|
|
7,011
|
|
|
25
|
|
|
—
|
|
|
7,036
|
|
|||||
Net cash used in investing activities
|
—
|
|
|
(97,005
|
)
|
|
(20,387
|
)
|
|
—
|
|
|
(117,392
|
)
|
|||||
Financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Repurchase of common stock, including transaction costs
|
(31,925
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(31,925
|
)
|
|||||
Proceeds from the issuance of common stock
|
20,526
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20,526
|
|
|||||
Tax withholding paid on behalf of employees for restricted stock units
|
(8,404
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,404
|
)
|
|||||
Net transactions with related parties
|
—
|
|
|
345
|
|
|
(345
|
)
|
|
—
|
|
|
—
|
|
|||||
Net cash (used in) provided by financing activities
|
(19,803
|
)
|
|
345
|
|
|
(345
|
)
|
|
—
|
|
|
(19,803
|
)
|
|||||
Effect of exchange rate changes on cash
|
—
|
|
|
—
|
|
|
750
|
|
|
—
|
|
|
750
|
|
|||||
Net (decrease) increase in cash, cash equivalents and restricted cash
|
—
|
|
|
(117,921
|
)
|
|
85,112
|
|
|
—
|
|
|
(32,809
|
)
|
|||||
Cash, cash equivalents and restricted cash at the beginning of the period
|
—
|
|
|
226,186
|
|
|
319,593
|
|
|
—
|
|
|
545,779
|
|
|||||
Cash, cash equivalents and restricted cash at the end of the period
|
$
|
—
|
|
|
$
|
108,265
|
|
|
$
|
404,705
|
|
|
$
|
—
|
|
|
$
|
512,970
|
|
|
Actual
|
|
As Adjusted
|
||||
6.75% Senior Notes due 2023
|
$
|
15,263
|
|
|
$
|
—
|
|
7.00% Senior Notes due 2025
|
548,500
|
|
|
248,500
|
|
||
5.50% Senior Notes due 2026
|
—
|
|
|
500,000
|
|
||
Less unamortized issuance costs
|
(5,483
|
)
|
|
(8,286
|
)
|
||
Total long-term debt
|
$
|
558,280
|
|
|
$
|
740,214
|
|
•
|
business, political, and macroeconomic changes, including trade disputes and downturns in the semiconductor industry and the overall global economy;
|
•
|
our ability to introduce new products that are competitive and can be manufactured at lower costs or that command higher prices based on superior performance;
|
•
|
our ability to forecast our customers' demand for our products accurately;
|
•
|
our customers’ and distributors’ ability to manage the inventory they hold and accurately forecast their demand for our products;
|
•
|
our ability to successfully integrate acquired businesses, operations, product technologies and personnel as well as achieve expected synergies;
|
•
|
our ability to achieve cost savings and improve yields and margins on our new and existing products;
|
•
|
our ability to utilize our capacity efficiently, or to acquire or source additional capacity, in response to customer demand;
|
•
|
our ability to continue to improve our product designs, develop new products, and achieve design wins as our industry's product life cycles are short and our customers’ requirements change rapidly;
|
•
|
our dependence on a limited number of customers for a substantial portion of our revenue;
|
•
|
our reliance on the U.S. government and on U.S. government sponsored programs (principally for defense and aerospace applications) for a portion of our revenue;
|
•
|
our ability to bring new products to market in response to market shifts and to use technological innovation to shorten time-to-market for our products;
|
•
|
our ability to efficiently and successfully operate our wafer fabrication, assembly and test and tape and reel facilities;
|
•
|
variability in manufacturing yields and product quality;
|
•
|
variability in raw material costs and availability of raw materials;
|
•
|
our dependence on third parties, including distributors, wafer foundries, wafer starting material suppliers, passive component manufacturers, assembly and packaging suppliers and test and tape and reel suppliers;
|
•
|
our ability to manage platform provider and customer relationships;
|
•
|
our ability to procure, commercialize and enforce intellectual property rights ("IPR") and to operate our business without infringing on the unlicensed IPR of others;
|
•
|
the risks associated with security breaches and other disruptions, which could compromise our proprietary information and expose us to liability and could cause our business and reputation to suffer;
|
•
|
the possibility that we may be subject to theft, loss or misuse of personal data by or about our employees, customers or other third parties;
|
•
|
currency fluctuations, tariffs, trade barriers, tax and export license requirements and health and security issues associated with our foreign operations;
|
•
|
the impact of environmental, health and safety regulations and climate change;
|
•
|
the impact of changes in generally accepted accounting principles and in tax laws or the interpretation of such tax laws, including the U.S. Tax Cuts and Jobs Act (the "Tax Act") enacted during the third quarter of fiscal 2018;
|
•
|
the impact of the Organisation for Economic Co-operation and Development Base Erosion and Profit Shifting initiative on tax policy and enacted laws in the countries in which we operate;
|
•
|
our ability to attract and retain skilled personnel and develop leaders for key business units and functions; and
|
•
|
the possibility that future acquisitions may dilute our stockholders’ ownership and cause us to incur debt and assume contingent liabilities or adversely affect our results of operations.
|
•
|
Mobile Products (MP)
- MP is a leading global supplier of cellular RF and Wi-Fi solutions for a variety of mobile devices, including smartphones, notebook computers, wearables, tablets and cellular-based applications for the Internet of Things ("IoT"). Mobile device manufacturers and mobile network operators are adopting new technologies to address the growing demand for data-intensive, increasingly cloud-based distributed applications and for mobile devices with smaller form
|
•
|
Infrastructure and Defense Products (IDP)
- IDP is a leading global supplier of RF solutions with a diverse portfolio of solutions that "connect and protect," spanning communications and defense applications. These applications include high performance defense systems such as radar, electronic warfare and communication systems, Wi-Fi customer premises equipment for home and work, high speed connectivity in Long-Term Evolution ("LTE") and 5G base stations, cloud connectivity via data center communications and telecom transport, automotive connectivity and other IoT, including smart home solutions. Our IDP products include GaAs and GaN PAs, LNAs, switches, Complementary Metal Oxide Semiconductor ("CMOS") system-on-a-chip solutions, premium BAW and SAW filter solutions and various multi-chip and hybrid assemblies.
|
•
|
Quarterly revenue
increased
8.1%
as compared to the
first
quarter of
fiscal 2018
, primarily due to higher demand for our cellular RF solutions in support of our customers based in China and higher demand for our Wi-Fi products.
|
•
|
Gross margin for the
first
quarter of fiscal
2019
was
34.2%
as compared to
36.9%
for the
first
quarter of
fiscal 2018
. The
decrease
was primarily due to lower factory utilization and average selling price erosion, partially offset by cost and other productivity improvements.
|
•
|
Our operating
loss
was
$19.2 million
for the
three
months ended
June 30, 2018
as compared to operating
loss
of
$27.8 million
for the
three
months ended
July 1, 2017
, primarily due to higher revenue and lower operating expenses, partially offset by lower gross margin.
|
•
|
Diluted net loss per share for both the
first
quarter of
fiscal 2019
and
fiscal 2018
was
$0.24
.
|
•
|
Cash flow from operations was
$75.3 million
for the
first
quarter of
fiscal 2019
as compared to
$103.6 million
for the
first
quarter of
fiscal 2018
. This year-over-year decrease was primarily due to changes in working capital.
|
•
|
Capital expenditures were
$43.6 million
for the
first
quarter of
fiscal 2019
as compared to
$124.4 million
for the
first
quarter of
fiscal 2018
. This year-over-year decrease was primarily due to capital expenditures incurred in the
first
quarter of
fiscal 2018
to increase our premium filter capacity.
|
•
|
Changes in provisional estimates associated with the Tax Act, enacted during the third quarter of fiscal 2018, resulted in a decrease of $11.4 million to the provisional fiscal 2018 estimate of $116.4 million for the one-time deemed repatriation of our historical unremitted foreign earnings and an increase of $3.8 million to U.S. deferred tax assets.
|
•
|
The new Global Intangible Low-Taxed Income (“GILTI”) provisions of the Tax Act, which result in certain income earned by foreign subsidiaries being currently included in the gross income of the U.S. shareholder, became effective in the first quarter of fiscal 2019. Provisional amounts for GILTI are included in the determination of the annual effective tax rate applied to year-to-date losses in the calculation of the income tax benefit.
|
•
|
During the
first
quarter of fiscal
2019
, we completed the purchase of
$429.2 million
aggregate principal amount of our 2023 Notes in the 2023 Tender Offer (each defined in Note
6
of the Notes to the Condensed Consolidated Financial Statements) at a redemption price of
106.75%
, plus accrued and unpaid interest.
|
•
|
During the
first
quarter of fiscal
2019
, we repurchased approximately
1.2 million
shares of our common stock for approximately
$100.0 million
.
|
|
Three Months Ended
|
|||||||||||||||||||
|
June 30,
2018 |
|
% of
Revenue
|
|
July 1,
2017 |
|
% of
Revenue
|
|
Increase (Decrease)
|
|
Percentage
Change
|
|||||||||
Revenue
|
$
|
692,670
|
|
|
100.0
|
%
|
|
$
|
640,831
|
|
|
100.0
|
%
|
|
$
|
51,839
|
|
|
8.1
|
%
|
Cost of goods sold
|
455,937
|
|
|
65.8
|
|
|
404,454
|
|
|
63.1
|
|
|
51,483
|
|
|
12.7
|
|
|||
Gross profit
|
236,733
|
|
|
34.2
|
|
|
236,377
|
|
|
36.9
|
|
|
356
|
|
|
0.2
|
|
|||
Research and development
|
110,903
|
|
|
16.0
|
|
|
116,499
|
|
|
18.2
|
|
|
(5,596
|
)
|
|
(4.8
|
)
|
|||
Selling, general and administrative
|
135,930
|
|
|
19.7
|
|
|
139,431
|
|
|
21.7
|
|
|
(3,501
|
)
|
|
(2.5
|
)
|
|||
Other operating expense
|
9,115
|
|
|
1.3
|
|
|
8,276
|
|
|
1.3
|
|
|
839
|
|
|
10.1
|
|
|||
Operating loss
|
$
|
(19,215
|
)
|
|
(2.8
|
)%
|
|
$
|
(27,829
|
)
|
|
(4.3
|
)%
|
|
$
|
8,614
|
|
|
(31.0
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|||||||||||||
(In thousands, except percentages)
|
|
June 30,
2018 |
|
July 1,
2017 |
|
Increase
|
|
Percentage
Change
|
|||||||
Revenue
|
|
$
|
486,079
|
|
|
$
|
456,223
|
|
|
$
|
29,856
|
|
|
6.5
|
%
|
Operating income
|
|
89,171
|
|
|
87,807
|
|
|
1,364
|
|
|
1.6
|
|
|||
Operating income as a % of revenue
|
|
18.3
|
%
|
|
19.2
|
%
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|||||||||||||
(In thousands, except percentages)
|
|
June 30,
2018 |
|
July 1,
2017 |
|
Increase
|
|
Percentage
Change |
|||||||
Revenue
|
|
$
|
206,591
|
|
|
$
|
183,638
|
|
|
$
|
22,953
|
|
|
12.5
|
%
|
Operating income
|
|
55,204
|
|
|
49,586
|
|
|
5,618
|
|
|
11.3
|
|
|||
Operating income as a % of revenue
|
|
26.7
|
%
|
|
27.0
|
%
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
||||||
(In thousands)
|
|
June 30,
2018 |
|
July 1,
2017 |
||||
Interest expense
|
|
$
|
(14,353
|
)
|
|
$
|
(12,271
|
)
|
Interest income
|
|
3,394
|
|
|
766
|
|
||
Other expense
|
|
(31,955
|
)
|
|
(934
|
)
|
||
Income tax benefit
|
|
32,136
|
|
|
9,644
|
|
Period
|
|
Total number of shares purchased
(in thousands)
|
|
Average price paid per share
|
|
Total number of shares purchased as part of publicly announced plans or programs
(in thousands)
|
|
Approximate dollar value of shares that may yet be purchased under the plans or programs
|
||||
April 1, 2018 to April 28, 2018
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$162.1 million
|
April 29, 2018 to May 26, 2018
|
|
446
|
|
|
$
|
80.56
|
|
|
446
|
|
|
$1,000.0 million
|
May 27, 2018 to June 30, 2018
|
|
794
|
|
|
$
|
80.70
|
|
|
794
|
|
|
$935.9 million
|
Total
|
|
1,240
|
|
|
$
|
80.65
|
|
|
1,240
|
|
|
$935.9 million
|
4.1
|
|
|
|
|
|
10.1
|
|
|
|
|
|
10.2
|
|
|
|
|
|
31.1
|
|
|
|
|
|
31.2
|
|
|
|
|
|
32.1
|
|
|
|
|
|
32.2
|
|
|
|
|
|
101
|
|
The following materials from our Quarterly Report on Form 10-Q for the quarter ended June 30, 2018, formatted in XBRL (eXtensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheets as of June 30, 2018 and March 31, 2018; (ii) the Condensed Consolidated Statements of Operations for the three months ended June 30, 2018 and July 1, 2017; (iii) the Condensed Consolidated Statements of Comprehensive Loss for the three months ended June 30, 2018 and July 1, 2017; (iv) the Condensed Consolidated Statements of Cash Flows for the three months ended June 30, 2018 and July 1, 2017; and (v) the Notes to Condensed Consolidated Financial Statements
|
|
|
|
Qorvo, Inc.
|
|
|
|
|
Date:
|
August 2, 2018
|
|
/s/ Mark J. Murphy
|
|
|
|
Mark J. Murphy
|
|
|
|
Chief Financial Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vesting Date:
|
100% of the Shares shall vest on the six-month anniversary of the Effective Date, subject to the continued employment or service of the Participant with the Company or an Affiliate through such date, unless otherwise provided in the Agreement.
|
|
|
|
/s/ ROBERT A. BRUGGEWORTH
|
|
Robert A. Bruggeworth
|
|
President and Chief Executive Officer
|
|
|
|
/s/ MARK J. MURPHY
|
|
Mark J. Murphy
|
|
Chief Financial Officer
|
(1)
|
the
Quarterly
Report on Form
10-Q
of the Company for the fiscal
quarter
ended
June 30, 2018
(the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
/s/ ROBERT A. BRUGGEWORTH
|
|
|
Robert A. Bruggeworth
|
|
|
President and Chief Executive Officer
|
|
|
|
|
|
August 2, 2018
|
|
(1)
|
the
Quarterly
Report on Form
10-Q
of the Company for the fiscal
quarter
ended
June 30, 2018
(the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
/s/MARK J. MURPHY
|
|
|
Mark J. Murphy
|
|
|
Chief Financial Officer
|
|
|
|
|
|
August 2, 2018
|
|