|
|
|
|
|
☑
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
☐
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
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 office)
|
|
(Zip Code)
|
Securities registered pursuant to Section 12(b) of the Act:
|
||||
Title of each class
|
|
Trading Symbol(s)
|
|
Name of each exchange on which registered
|
Common Stock, $0.0001 par value
|
|
QRVO
|
|
The Nasdaq Stock Market LLC
|
|
|
|
|
QORVO, INC.
FORM 10-K
FOR THE FISCAL YEAR ENDED MARCH 28, 2020
INDEX
|
|
|
|
Page
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
Item 1.
|
||
Item 1A.
|
||
Item 1B.
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
|
|
|
|
|
|
|
|
|
Item 5.
|
||
Item 6.
|
||
Item 7.
|
||
Item 7A.
|
||
Item 8.
|
||
Item 9.
|
||
Item 9A.
|
||
Item 9B.
|
||
|
|
|
|
|
|
Item 10.
|
||
Item 11.
|
||
Item 12.
|
||
Item 13.
|
||
Item 14.
|
||
|
|
|
|
|
|
|
|
|
Item 15.
|
||
Item 16.
|
Form 10-K Summary.
|
|
|
|
|
|
||
|
•
|
Active-Semi International, Inc. ("Active-Semi"), a fabless supplier of programmable power management solutions;
|
•
|
Cavendish Kinetics Limited ("Cavendish"), a supplier of high-performance RF microelectromechanical system ("MEMS") technology for RF switching applications;
|
•
|
Custom MMIC Design Services, Inc. ("Custom MMIC"), a fabless provider of gallium arsenide ("GaAs") and gallium nitride ("GaN") monolithic microwave integrated circuits ("MMICs") for defense and aerospace applications; and,
|
•
|
Decawave Limited ("Decawave"), a leader in UWB technology and provider of UWB solutions for mobile, automotive and IoT applications.
|
•
|
business, political and macroeconomic changes, including trade disputes and recession or slowing growth in the semiconductor industry and the overall global economy;
|
•
|
changes in consumer confidence caused by many factors, including changes in interest rates, credit markets, expectations for inflation, unemployment levels, and energy or other commodity prices;
|
•
|
fluctuations in demand for our customers’ products;
|
•
|
our ability to forecast our customers' demand for our products accurately;
|
•
|
the ability of third-party foundries and other third-party suppliers to manufacture, assemble and test our products in a timely and cost-effective manner;
|
•
|
our customers’ and distributors’ ability to manage the inventory that they hold and to forecast accurately their demand for our products;
|
•
|
our ability to achieve cost savings and improve yields and margins on our new and existing products;
|
•
|
our ability to successfully integrate into our business, and realize the expected benefits of, our recent and any future acquisitions and strategic investments; and
|
•
|
our ability to utilize our capacity efficiently or to acquire additional capacity in response to customer demand.
|
•
|
our ability to predict market requirements and define and design new products that address those requirements;
|
•
|
our ability to design products that meet our customers’ cost, size and performance requirements;
|
•
|
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;
|
•
|
acceptance of our new product designs;
|
•
|
the availability of qualified product design engineers;
|
•
|
our timely completion of product designs and ramp up of new products according to our customers’ needs with acceptable manufacturing yields; and
|
•
|
market acceptance of our customers’ products and the duration of the life cycle of such products.
|
•
|
our ability to adjust production capacity in a timely fashion in response to changes in demand for our products;
|
•
|
the significant fixed costs of operating the facilities;
|
•
|
factory utilization rates;
|
•
|
our ability to qualify our facilities for new products and new technologies in a timely manner;
|
•
|
the availability of raw materials, the impact of the volatility of commodity pricing and tariffs imposed on raw materials, including substrates, gold, platinum and high purity source materials such as gallium, aluminum, arsenic, indium, silicon, phosphorous and palladium;
|
•
|
our manufacturing cycle times;
|
•
|
our manufacturing yields;
|
•
|
the political, regulatory and economic risks associated with our international manufacturing operations;
|
•
|
potential violations by our international employees or third-party agents of international or U.S. laws relevant to foreign operations;
|
•
|
our ability to hire, train and manage qualified production personnel;
|
•
|
our compliance with applicable environmental and other laws and regulations; and
|
•
|
our ability to avoid prolonged periods of down-time in our facilities for any reason.
|
•
|
design errors;
|
•
|
defects in photomasks (which are used to print circuits on a wafer);
|
•
|
minute impurities and variations in materials used;
|
•
|
contamination of the manufacturing environment;
|
•
|
equipment failure or variations in the manufacturing processes;
|
•
|
losses from broken wafers or other human error; and
|
•
|
defects in substrates and packaging.
|
•
|
writing off inventory;
|
•
|
scrapping products that cannot be fixed;
|
•
|
accepting returns of products that have been shipped;
|
•
|
providing product replacements at no charge;
|
•
|
reimbursement of direct and indirect costs incurred by our customers in recalling or reworking their products due to defects in our products;
|
•
|
travel and personnel costs to investigate potential product quality issues and to identify or confirm the failure mechanism or root cause of product defects; and
|
•
|
defending against litigation.
|
•
|
global and local economic, social and political conditions and uncertainty;
|
•
|
currency controls and fluctuations;
|
•
|
formal or informal imposition of export, import or doing-business regulations, including trade sanctions, tariffs and other related restrictions;
|
•
|
labor market conditions and workers’ rights affecting our manufacturing operations or those of our customers or suppliers;
|
•
|
disruptions in capital and securities and commodities trading markets;
|
•
|
occurrences of geopolitical crises such as terrorist activity, armed conflict, civil or military unrest or political instability, which may disrupt manufacturing, assembly, logistics, security and communications and result in reduced demand for our products;
|
•
|
compliance with laws and regulations that differ among jurisdictions, including those covering taxes, intellectual property ownership and infringement, imports and exports, anti-corruption and anti-bribery, antitrust and competition, data privacy, and environment, health, and safety; and
|
•
|
pandemics and similar major health concerns, including the COVID-19 outbreak, which could adversely affect our business and our customer order patterns.
|
•
|
incur additional debt;
|
•
|
pay dividends, make other distributions or repurchase or redeem our capital stock;
|
•
|
prepay, redeem or repurchase certain debt;
|
•
|
make loans and investments;
|
•
|
sell, transfer or otherwise dispose of assets;
|
•
|
incur or permit to exist certain liens;
|
•
|
enter into certain types of transactions with affiliates;
|
•
|
enter into agreements restricting our subsidiaries’ ability to pay dividends; and
|
•
|
consolidate, amalgamate, merge or sell all or substantially all of our assets.
|
•
|
general market and economic and political conditions, including market conditions in the semiconductor industry;
|
•
|
actual or expected variations in quarterly operating results;
|
•
|
pandemics and similar major health concerns, including the COVID-19 outbreak;
|
•
|
differences between actual operating results and those expected by investors and analysts;
|
•
|
changes in recommendations by securities analysts;
|
•
|
operations and stock performance of competitors and major customers;
|
•
|
accounting charges, including charges relating to the impairment of goodwill and restructuring;
|
•
|
significant acquisitions, strategic alliances, capital commitments, or new products announced by us or by our competitors;
|
•
|
sales of our common stock, including sales by our directors and officers or significant investors;
|
•
|
repurchases of our common stock;
|
•
|
recruitment or departure of key personnel; and
|
•
|
loss of key customers.
|
•
|
failure to complete a transaction in a timely manner, if at all, due to our inability to obtain required government or other approvals, IP disputes or other litigation, difficulty in obtaining financing on terms acceptable to us, or other unforeseen factors;
|
•
|
controls, processes, and procedures of an acquired business may not adequately ensure compliance with laws and regulations, and we may fail to identify compliance issues or liabilities;
|
•
|
unanticipated costs, capital expenditures or working capital requirements;
|
•
|
acquisition-related charges and amortization of acquired technology and other intangibles;
|
•
|
the potential loss of key employees from a company we acquire or in which we invest;
|
•
|
diversion of management’s attention from our business;
|
•
|
disruption of our ongoing operations;
|
•
|
dissynergies or other harm to existing business relationships with suppliers and customers;
|
•
|
losses or impairment of investments from unsuccessful research and development by companies in which we invest;
|
•
|
failure to successfully integrate acquired businesses, operations, products, technologies and personnel; and
|
•
|
unrealized expected synergies.
|
•
|
hire and retain qualified employees;
|
•
|
continue to develop leaders for key business units and functions;
|
•
|
expand our presence in international locations and adapt to cultural norms of foreign locations; and
|
•
|
train and motivate our employee base.
|
•
|
regulatory penalties and fines;
|
•
|
legal liabilities, including financial responsibility for remedial measures if our properties are contaminated;
|
•
|
expenses to secure required permits and governmental approvals;
|
•
|
reputational damage;
|
•
|
suspension or curtailment of our manufacturing, assembly and test processes; and
|
•
|
increased costs to acquire pollution abatement or remediation equipment or to modify our equipment, facilities or manufacturing processes to bring them into compliance with applicable laws and regulations.
|
•
|
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;
|
•
|
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;
|
•
|
the inability of stockholders to call special meetings of stockholders;
|
•
|
establishment of advance notice requirements for stockholder proposals and nominations for election to the board of directors at stockholder meetings; and
|
•
|
the inability of stockholders to act by written consent.
|
•
|
the timing and execution of plans and programs that are subject to local labor law requirements, including consultation with appropriate work councils;
|
•
|
changes in assumptions related to severance and post-retirement costs;
|
•
|
the timing of future divestitures and the amount and type of proceeds realized from such divestitures; and
|
•
|
changes in the fair value of certain long-lived assets and goodwill.
|
•
|
changes in our overall profitability and the amount of profit determined to be earned and taxed in jurisdictions with differing statutory tax rates;
|
•
|
the resolution of issues arising from tax audits with various tax authorities, including those described in Note 13 of the Notes to the Consolidated Financial Statements set forth in Part II, Item 8 of this report;
|
•
|
changes in the valuation of either our gross deferred tax assets or gross deferred tax liabilities;
|
•
|
adjustments to income taxes upon finalization of various tax returns;
|
•
|
changes in expenses not deductible for tax purposes;
|
•
|
changes in available tax credits; and
|
•
|
changes in tax laws, domestic and foreign, or the interpretation of such tax laws, and changes in generally accepted accounting principles.
|
|
March 28,
2015 |
April 2,
2016 |
April 1,
2017 |
March 31,
2018 |
March 30,
2019 |
March 28,
2020 |
Total Return Index for:
|
|
|
|
|
|
|
Qorvo, Inc.
|
100.00
|
64.10
|
86.48
|
88.86
|
90.48
|
101.78
|
Nasdaq Composite
|
100.00
|
100.55
|
123.56
|
149.21
|
165.07
|
166.22
|
S&P 500
|
100.00
|
101.78
|
119.26
|
135.95
|
148.86
|
138.47
|
Nasdaq Electronic Components
|
100.00
|
97.64
|
139.98
|
191.49
|
191.98
|
201.16
|
B.
|
The lines represent monthly index levels derived from compounded daily returns, assuming reinvestment of all dividends.
|
C.
|
The indexes are reweighted daily using the market capitalization on the previous trading day.
|
D.
|
If the month end is not a trading day, the preceding trading day is used.
|
E.
|
Qorvo, Inc. was added to the S&P 500 Index on June 12, 2015.
|
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
|
||||
December 29, 2019 to January 25, 2020
|
|
101
|
|
|
$
|
114.61
|
|
|
101
|
|
|
$879.3 million
|
January 26, 2020 to February 22, 2020
|
|
112
|
|
|
$
|
109.21
|
|
|
112
|
|
|
$867.0 million
|
February 23, 2020 to March 28, 2020
|
|
1,124
|
|
|
$
|
90.04
|
|
|
1,124
|
|
|
$765.9 million
|
Total
|
|
1,337
|
|
|
$
|
93.51
|
|
|
1,337
|
|
|
$765.9 million
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year
|
|||||||||||||||||||
|
2020
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
||||||||||
(In thousands, except per share data)
|
|
|||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue
|
$
|
3,239,141
|
|
|
$
|
3,090,325
|
|
|
$
|
2,973,536
|
|
|
$
|
3,032,574
|
|
|
$
|
2,610,726
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of goods sold
|
1,917,378
|
|
|
1,895,142
|
|
|
1,826,570
|
|
|
1,897,062
|
|
|
1,561,173
|
|
|
|||||
Research and development
|
484,414
|
|
|
450,482
|
|
|
445,103
|
|
|
470,836
|
|
|
448,763
|
|
|
|||||
Selling, general and administrative
|
343,569
|
|
|
476,074
|
|
|
527,751
|
|
|
545,588
|
|
|
534,099
|
|
|
|||||
Other operating expense
|
70,564
|
|
(16)
|
52,161
|
|
(11)
|
103,830
|
|
(8)
|
31,029
|
|
(5)
|
54,723
|
|
(1)
|
|||||
Total operating costs and expenses
|
2,815,925
|
|
|
2,873,859
|
|
|
2,903,254
|
|
|
2,944,515
|
|
|
2,598,758
|
|
|
|||||
Operating income
|
423,216
|
|
|
216,466
|
|
|
70,282
|
|
|
88,059
|
|
|
11,968
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
(60,392
|
)
|
(17)
|
(43,963
|
)
|
(12)
|
(59,548
|
)
|
(9)
|
(58,879
|
)
|
(6)
|
(23,316
|
)
|
(2)
|
|||||
Interest income
|
12,066
|
|
|
10,971
|
|
|
7,017
|
|
|
1,212
|
|
|
2,068
|
|
|
|||||
Other income (expense)
|
20,199
|
|
(18)
|
(91,682
|
)
|
(13)
|
(606
|
)
|
|
(3,087
|
)
|
|
6,418
|
|
|
|||||
Income (loss) before income taxes
|
395,089
|
|
|
91,792
|
|
|
17,145
|
|
|
27,305
|
|
|
(2,862
|
)
|
|
|||||
Income tax (expense) benefit
|
(60,764
|
)
|
(19)
|
41,333
|
|
(14)
|
(57,433
|
)
|
(10)
|
(43,863
|
)
|
(7)
|
(25,983
|
)
|
(3)
|
|||||
Net income (loss)
|
$
|
334,325
|
|
|
$
|
133,125
|
|
|
$
|
(40,288
|
)
|
|
$
|
(16,558
|
)
|
|
$
|
(28,845
|
)
|
|
Net income (loss) per share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
2.86
|
|
|
$
|
1.07
|
|
|
$
|
(0.32
|
)
|
|
$
|
(0.13
|
)
|
|
$
|
(0.20
|
)
|
|
Diluted
|
$
|
2.80
|
|
|
$
|
1.05
|
|
|
$
|
(0.32
|
)
|
|
$
|
(0.13
|
)
|
|
$
|
(0.20
|
)
|
|
Weighted average shares of common stock outstanding
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
117,007
|
|
|
124,534
|
|
|
126,946
|
|
|
127,121
|
|
|
141,937
|
|
|
|||||
Diluted
|
119,293
|
|
|
127,356
|
|
|
126,946
|
|
|
127,121
|
|
|
141,937
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
As of Fiscal Year End
|
|||||||||||||||||||
|
2020
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
||||||||||
Cash and cash equivalents
|
$
|
714,939
|
|
|
$
|
711,035
|
|
|
$
|
926,037
|
|
|
$
|
545,463
|
|
|
$
|
425,881
|
|
|
Short-term investments
|
459
|
|
|
901
|
|
|
—
|
|
|
—
|
|
|
186,808
|
|
|
|||||
Working capital
|
1,151,499
|
|
|
1,249,227
|
|
|
1,402,526
|
|
|
1,042,777
|
|
|
1,135,409
|
|
(4)
|
|||||
Total assets
|
6,560,682
|
|
|
5,808,024
|
|
|
6,381,519
|
|
|
6,522,323
|
|
|
6,596,819
|
|
|
|||||
Long-term debt and finance lease obligations, less current portion
|
1,567,231
|
|
(20)
|
920,935
|
|
(15)
|
983,290
|
|
|
989,154
|
|
|
988,130
|
|
(2)
|
|||||
Stockholders' equity
|
4,292,665
|
|
|
4,359,679
|
|
|
4,775,564
|
|
|
4,896,722
|
|
|
4,999,672
|
|
|
•
|
Revenue increased 4.8% in fiscal 2020 to $3,239.1 million, compared to $3,090.3 million in fiscal 2019, primarily due to higher demand for our mobile products in support of customers based in China, a Korea-based customer and our largest end customer, partially offset by lower demand for our base station products as a result of trade restrictions.
|
•
|
Gross margin for fiscal 2020 was 40.8%, compared to 38.7% in fiscal 2019. This increase was primarily due to favorable changes in product mix, lower intangible amortization expense and lower manufacturing costs, partially offset by average selling price erosion and lower factory utilization.
|
•
|
Operating income was $423.2 million in fiscal 2020, compared to $216.5 million in fiscal 2019. This increase was primarily due to lower intangible amortization expense, higher gross margin and higher revenue, partially offset by higher acquisition and integration costs.
|
•
|
Net income per diluted share was $2.80 for fiscal 2020, compared to net income per diluted share of $1.05 for fiscal 2019.
|
•
|
Cash flow from operations was $945.6 million for fiscal 2020, compared to $810.4 million for fiscal 2019. This year-over-year increase was primarily due to favorable changes in working capital driven by improvements in days sales outstanding and improved inventory management in fiscal 2020.
|
•
|
Capital expenditures were $164.1 million in fiscal 2020, compared to $220.9 million in fiscal 2019. Our capital expenditures in fiscal 2020 included strategic investments in premium filter capacity and GaN technology capabilities.
|
•
|
We completed the acquisitions of Active-Semi, Cavendish, Custom MMIC and Decawave for a total of $946.0 million, net of cash acquired, and incurred acquisition and integration related charges of $55.1 million (primarily post-combination compensation expense and third-party fees). Upon our acquisition of Cavendish, our previously held equity interest was remeasured, which resulted in the recognition of a gain of $43.0 million.
|
•
|
We recognized an impairment of $18.3 million on an equity investment without a readily determinable fair value.
|
•
|
We issued $550.0 million aggregate principal amount of the 2029 Notes and drew $100.0 million of the Term Loan.
|
•
|
We repurchased approximately 6.4 million shares of our common stock for approximately $515.1 million.
|
|
2020
|
|
2019
|
|
Increase (Decrease)
|
|||||||||||||||
(In thousands, except percentages)
|
Dollars
|
|
% of Revenue
|
|
Dollars
|
|
% of Revenue
|
|
Dollars
|
|
Percentage Change
|
|||||||||
Revenue
|
$
|
3,239,141
|
|
|
100.0
|
%
|
|
$
|
3,090,325
|
|
|
100.0
|
%
|
|
$
|
148,816
|
|
|
4.8
|
%
|
Cost of goods sold
|
1,917,378
|
|
|
59.2
|
|
|
1,895,142
|
|
|
61.3
|
|
|
22,236
|
|
|
1.2
|
|
|||
Gross profit
|
1,321,763
|
|
|
40.8
|
|
|
1,195,183
|
|
|
38.7
|
|
|
126,580
|
|
|
10.6
|
|
|||
Research and development
|
484,414
|
|
|
14.9
|
|
|
450,482
|
|
|
14.6
|
|
|
33,932
|
|
|
7.5
|
|
|||
Selling, general and administrative
|
343,569
|
|
|
10.6
|
|
|
476,074
|
|
|
15.4
|
|
|
(132,505
|
)
|
|
(27.8
|
)
|
|||
Other operating expense
|
70,564
|
|
|
2.2
|
|
|
52,161
|
|
|
1.7
|
|
|
18,403
|
|
|
35.3
|
|
|||
Operating income
|
$
|
423,216
|
|
|
13.1
|
%
|
|
$
|
216,466
|
|
|
7.0
|
%
|
|
$
|
206,750
|
|
|
95.5
|
%
|
|
|
Fiscal Year
|
|
Increase
|
|||||||||||
(In thousands, except percentages)
|
|
2020
|
|
2019
|
|
Dollars
|
|
Percentage Change
|
|||||||
Revenue
|
|
$
|
2,397,740
|
|
|
$
|
2,197,660
|
|
|
$
|
200,080
|
|
|
9.1
|
%
|
Operating income
|
|
715,514
|
|
|
558,990
|
|
|
156,524
|
|
|
28.0
|
|
|||
Operating income as a % of revenue
|
|
29.8
|
%
|
|
25.4
|
%
|
|
|
|
|
|
|
Fiscal Year
|
|
Decrease
|
|||||||||||
(In thousands, except percentages)
|
|
2020
|
|
2019
|
|
Dollars
|
|
Percentage Change
|
|||||||
Revenue
|
|
$
|
841,401
|
|
|
$
|
892,665
|
|
|
$
|
(51,264
|
)
|
|
(5.7
|
)%
|
Operating income
|
|
145,295
|
|
|
267,304
|
|
|
(122,009
|
)
|
|
(45.6
|
)
|
|||
Operating income as a % of revenue
|
|
17.3
|
%
|
|
29.9
|
%
|
|
|
|
|
|
|
Fiscal Year
|
||||||
(In thousands)
|
|
2020
|
|
2019
|
||||
Interest expense
|
|
$
|
(60,392
|
)
|
|
$
|
(43,963
|
)
|
Interest income
|
|
12,066
|
|
|
10,971
|
|
||
Other income (expense)
|
|
20,199
|
|
|
(91,682
|
)
|
||
Income tax (expense) benefit
|
|
(60,764
|
)
|
|
41,333
|
|
|
Payments Due By Period
|
||||||||||||||||||
|
Total Payments
|
|
Fiscal 2021
|
|
Fiscal 2022-2023
|
|
Fiscal 2024-2025
|
|
Fiscal 2026 and thereafter
|
||||||||||
Capital commitments (1)
|
$
|
53,357
|
|
|
$
|
53,052
|
|
|
$
|
305
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Long-term debt obligations (2)
|
2,152,023
|
|
|
84,610
|
|
|
247,269
|
|
|
150,402
|
|
|
1,669,742
|
|
|||||
Finance leases (3)
|
59,877
|
|
|
1,829
|
|
|
2,312
|
|
|
2,312
|
|
|
53,424
|
|
|||||
Operating leases
|
86,126
|
|
|
21,586
|
|
|
23,891
|
|
|
13,455
|
|
|
27,194
|
|
|||||
Purchase obligations (4)
|
264,971
|
|
|
245,982
|
|
|
15,262
|
|
|
3,727
|
|
|
—
|
|
|||||
Cross-licensing liability (5)
|
5,400
|
|
|
2,400
|
|
|
3,000
|
|
|
—
|
|
|
—
|
|
|||||
Deferred compensation (6)
|
19,398
|
|
|
892
|
|
|
1,251
|
|
|
713
|
|
|
16,542
|
|
|||||
Total
|
$
|
2,641,152
|
|
|
$
|
410,351
|
|
|
$
|
293,290
|
|
|
$
|
170,609
|
|
|
$
|
1,766,902
|
|
Summarized Balance Sheet
(in thousands)
|
|
March 28, 2020
|
||
Current assets (1)
|
|
$
|
1,112,828
|
|
Non-current assets
|
|
$
|
2,346,759
|
|
|
|
|
||
Current liabilities
|
|
$
|
253,324
|
|
Long-term liabilities (2)
|
|
$
|
1,901,756
|
|
Summarized Statement of Operations
(in thousands)
|
|
Fiscal Year
2020
|
||
Revenue
|
|
$
|
981,845
|
|
Gross profit
|
|
$
|
108,096
|
|
Net loss
|
|
$
|
(254,769
|
)
|
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
|
|
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
|
|
|
Page
|
Consolidated Statements of Stockholders' Equity
|
|
|
|
|
March 28, 2020
|
|
March 30, 2019
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
714,939
|
|
|
$
|
711,035
|
|
Accounts receivable, less allowance of $55 and $40 as of March 28, 2020 and March 30, 2019, respectively
|
367,172
|
|
|
378,172
|
|
||
Inventories
|
517,198
|
|
|
511,793
|
|
||
Prepaid expenses
|
37,872
|
|
|
25,766
|
|
||
Other receivables
|
15,016
|
|
|
21,934
|
|
||
Other current assets
|
38,305
|
|
|
36,141
|
|
||
Total current assets
|
1,690,502
|
|
|
1,684,841
|
|
||
Property and equipment, net
|
1,259,203
|
|
|
1,366,513
|
|
||
Goodwill
|
2,614,274
|
|
|
2,173,889
|
|
||
Intangible assets, net
|
808,892
|
|
|
408,210
|
|
||
Long-term investments
|
22,515
|
|
|
97,786
|
|
||
Other non-current assets
|
165,296
|
|
|
76,785
|
|
||
Total assets
|
$
|
6,560,682
|
|
|
$
|
5,808,024
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
246,954
|
|
|
$
|
233,307
|
|
Accrued liabilities
|
217,801
|
|
|
160,516
|
|
||
Current portion of long-term debt
|
6,893
|
|
|
80
|
|
||
Other current liabilities
|
67,355
|
|
|
41,711
|
|
||
Total current liabilities
|
539,003
|
|
|
435,614
|
|
||
Long-term debt
|
1,567,231
|
|
|
920,935
|
|
||
Other long-term liabilities
|
161,783
|
|
|
91,796
|
|
||
Total liabilities
|
2,268,017
|
|
|
1,448,345
|
|
||
Commitments and contingent liabilities
|
|
|
|
|
|
||
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; 114,625 and 119,063 shares issued and outstanding at March 28, 2020 and March 30, 2019, respectively
|
4,290,377
|
|
|
4,687,455
|
|
||
Accumulated other comprehensive income (loss), net of tax
|
2,288
|
|
|
(6,624
|
)
|
||
Accumulated deficit
|
—
|
|
|
(321,152
|
)
|
||
Total stockholders’ equity
|
4,292,665
|
|
|
4,359,679
|
|
||
Total liabilities and stockholders’ equity
|
$
|
6,560,682
|
|
|
$
|
5,808,024
|
|
|
Fiscal Year
|
||||||||||
|
2020
|
|
2019
|
|
2018
|
||||||
|
|
|
|
|
|
||||||
Revenue
|
$
|
3,239,141
|
|
|
$
|
3,090,325
|
|
|
$
|
2,973,536
|
|
Cost of goods sold
|
1,917,378
|
|
|
1,895,142
|
|
|
1,826,570
|
|
|||
Gross profit
|
1,321,763
|
|
|
1,195,183
|
|
|
1,146,966
|
|
|||
|
|
|
|
|
|
||||||
Operating expenses:
|
|
|
|
|
|
||||||
Research and development
|
484,414
|
|
|
450,482
|
|
|
445,103
|
|
|||
Selling, general and administrative
|
343,569
|
|
|
476,074
|
|
|
527,751
|
|
|||
Other operating expense
|
70,564
|
|
|
52,161
|
|
|
103,830
|
|
|||
Total operating expenses
|
898,547
|
|
|
978,717
|
|
|
1,076,684
|
|
|||
Operating income
|
423,216
|
|
|
216,466
|
|
|
70,282
|
|
|||
|
|
|
|
|
|
||||||
Interest expense
|
(60,392
|
)
|
|
(43,963
|
)
|
|
(59,548
|
)
|
|||
Interest income
|
12,066
|
|
|
10,971
|
|
|
7,017
|
|
|||
Other income (expense)
|
20,199
|
|
|
(91,682
|
)
|
|
(606
|
)
|
|||
Income before income taxes
|
395,089
|
|
|
91,792
|
|
|
17,145
|
|
|||
|
|
|
|
|
|
||||||
Income tax (expense) benefit
|
(60,764
|
)
|
|
41,333
|
|
|
(57,433
|
)
|
|||
Net income (loss)
|
$
|
334,325
|
|
|
$
|
133,125
|
|
|
$
|
(40,288
|
)
|
|
|
|
|
|
|
||||||
Net income (loss) per share:
|
|
|
|
|
|
||||||
Basic
|
$
|
2.86
|
|
|
$
|
1.07
|
|
|
$
|
(0.32
|
)
|
Diluted
|
$
|
2.80
|
|
|
$
|
1.05
|
|
|
$
|
(0.32
|
)
|
|
|
|
|
|
|
||||||
Weighted average shares of common stock outstanding:
|
|
|
|
|
|
||||||
Basic
|
117,007
|
|
|
124,534
|
|
|
126,946
|
|
|||
Diluted
|
119,293
|
|
|
127,356
|
|
|
126,946
|
|
|||
|
|
|
|
|
|
|
Fiscal Year
|
||||||||||
|
2020
|
|
2019
|
|
2018
|
||||||
Net income (loss)
|
$
|
334,325
|
|
|
$
|
133,125
|
|
|
$
|
(40,288
|
)
|
Total comprehensive income (loss):
|
|
|
|
|
|
||||||
Unrealized gain on available-for-sale debt securities, net of tax
|
—
|
|
|
85
|
|
|
204
|
|
|||
Change in pension liability, net of tax
|
501
|
|
|
(651
|
)
|
|
476
|
|
|||
Foreign currency translation adjustment, including intra-entity foreign currency transactions that are of a long-term-investment nature
|
7,923
|
|
|
(3,396
|
)
|
|
1,276
|
|
|||
Reclassification adjustments, net of tax:
|
|
|
|
|
|
||||||
Foreign currency loss (gain) recognized and included in net income (loss)
|
353
|
|
|
—
|
|
|
(581
|
)
|
|||
Amortization of pension actuarial loss
|
135
|
|
|
90
|
|
|
179
|
|
|||
Other comprehensive income (loss)
|
8,912
|
|
|
(3,872
|
)
|
|
1,554
|
|
|||
Total comprehensive income (loss)
|
$
|
343,237
|
|
|
$
|
129,253
|
|
|
$
|
(38,734
|
)
|
|
|
|
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Accumulated Deficit
|
|
|
|||||||||
|
Common Stock
|
|
|
|
|
|||||||||||||
|
Shares
|
|
Amount
|
|
|
|
Total
|
|||||||||||
Balance, April 1, 2017
|
126,464
|
|
|
$
|
5,357,394
|
|
|
$
|
(4,306
|
)
|
|
$
|
(456,366
|
)
|
|
$
|
4,896,722
|
|
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(40,288
|
)
|
|
(40,288
|
)
|
||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
1,554
|
|
|
—
|
|
|
1,554
|
|
||||
Exercise of stock options and vesting of restricted stock units, net of shares withheld for employee taxes
|
2,246
|
|
|
4,735
|
|
|
—
|
|
|
—
|
|
|
4,735
|
|
||||
Issuance of common stock in connection with employee stock purchase plan
|
541
|
|
|
28,064
|
|
|
—
|
|
|
—
|
|
|
28,064
|
|
||||
Cumulative-effect adoption of ASU 2016-09
|
—
|
|
|
—
|
|
|
—
|
|
|
36,684
|
|
|
36,684
|
|
||||
Cumulative-effect adoption of ASU 2016-16
|
—
|
|
|
—
|
|
|
—
|
|
|
1,201
|
|
|
1,201
|
|
||||
Repurchase of common stock, including transaction costs
|
(2,929
|
)
|
|
(219,907
|
)
|
|
—
|
|
|
—
|
|
|
(219,907
|
)
|
||||
Stock-based compensation
|
—
|
|
|
66,799
|
|
|
—
|
|
|
—
|
|
|
66,799
|
|
||||
Balance, March 31, 2018
|
126,322
|
|
|
$
|
5,237,085
|
|
|
$
|
(2,752
|
)
|
|
$
|
(458,769
|
)
|
|
$
|
4,775,564
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
133,125
|
|
|
133,125
|
|
||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
(3,872
|
)
|
|
—
|
|
|
(3,872
|
)
|
||||
Exercise of stock options and vesting of restricted stock units, net of shares withheld for employee taxes
|
1,368
|
|
|
(10,833
|
)
|
|
—
|
|
|
—
|
|
|
(10,833
|
)
|
||||
Issuance of common stock in connection with employee stock purchase plan
|
468
|
|
|
26,817
|
|
|
—
|
|
|
—
|
|
|
26,817
|
|
||||
Cumulative-effect adoption of ASU 2014-09
|
—
|
|
|
—
|
|
|
—
|
|
|
4,492
|
|
|
4,492
|
|
||||
Repurchase of common stock, including transaction costs
|
(9,095
|
)
|
|
(638,074
|
)
|
|
—
|
|
|
—
|
|
|
(638,074
|
)
|
||||
Stock-based compensation
|
—
|
|
|
72,460
|
|
|
—
|
|
|
—
|
|
|
72,460
|
|
||||
Balance, March 30, 2019
|
119,063
|
|
|
$
|
4,687,455
|
|
|
$
|
(6,624
|
)
|
|
$
|
(321,152
|
)
|
|
$
|
4,359,679
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
334,325
|
|
|
334,325
|
|
||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
8,912
|
|
|
—
|
|
|
8,912
|
|
||||
Exercise of stock options and vesting of restricted stock units, net of shares withheld for employee taxes
|
1,551
|
|
|
(974
|
)
|
|
—
|
|
|
—
|
|
|
(974
|
)
|
||||
Issuance of common stock in connection with employee stock purchase plan
|
452
|
|
|
28,657
|
|
|
—
|
|
|
—
|
|
|
28,657
|
|
||||
Cumulative-effect adoption of ASU 2016-02
|
—
|
|
|
—
|
|
|
—
|
|
|
69
|
|
|
69
|
|
||||
Repurchase of common stock, including transaction costs
|
(6,441
|
)
|
|
(501,868
|
)
|
|
—
|
|
|
(13,263
|
)
|
|
(515,131
|
)
|
||||
Stock-based compensation
|
—
|
|
|
77,107
|
|
|
—
|
|
|
—
|
|
|
77,107
|
|
||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
21
|
|
|
21
|
|
||||
Balance, March 28, 2020
|
114,625
|
|
|
$
|
4,290,377
|
|
|
$
|
2,288
|
|
|
$
|
—
|
|
|
$
|
4,292,665
|
|
|
Fiscal Year
|
||||||||||
|
2020
|
|
2019
|
|
2018
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
334,325
|
|
|
$
|
133,125
|
|
|
$
|
(40,288
|
)
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation
|
221,632
|
|
|
208,646
|
|
|
174,425
|
|
|||
Intangible assets amortization
|
247,299
|
|
|
454,451
|
|
|
539,790
|
|
|||
Loss on debt extinguishment
|
—
|
|
|
90,201
|
|
|
928
|
|
|||
Deferred income taxes
|
(11,099
|
)
|
|
(70,169
|
)
|
|
(32,248
|
)
|
|||
Foreign currency adjustments
|
(1,300
|
)
|
|
(2,376
|
)
|
|
953
|
|
|||
Gain on Cavendish investment
|
(43,008
|
)
|
|
—
|
|
|
—
|
|
|||
Loss on impairment of equity investment
|
18,339
|
|
|
—
|
|
|
—
|
|
|||
Asset impairment
|
1,057
|
|
|
15,901
|
|
|
46,315
|
|
|||
Stock-based compensation expense
|
75,978
|
|
|
71,580
|
|
|
68,158
|
|
|||
Other, net
|
10,178
|
|
|
5,087
|
|
|
3,792
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Accounts receivable, net
|
21,029
|
|
|
(32,119
|
)
|
|
12,906
|
|
|||
Inventories
|
10,252
|
|
|
(39,590
|
)
|
|
(41,887
|
)
|
|||
Prepaid expenses and other current and non-current assets
|
(14,513
|
)
|
|
13,343
|
|
|
28,310
|
|
|||
Accounts payable
|
15,425
|
|
|
15,167
|
|
|
38,952
|
|
|||
Accrued liabilities
|
48,670
|
|
|
(3,899
|
)
|
|
(2,623
|
)
|
|||
Income taxes payable and receivable
|
12,935
|
|
|
(38,206
|
)
|
|
50,801
|
|
|||
Other liabilities
|
(1,553
|
)
|
|
(10,778
|
)
|
|
4,236
|
|
|||
Net cash provided by operating activities
|
945,646
|
|
|
810,364
|
|
|
852,520
|
|
|||
Investing activities:
|
|
|
|
|
|
||||||
Purchase of property and equipment
|
(164,104
|
)
|
|
(220,937
|
)
|
|
(269,835
|
)
|
|||
Purchase of available-for-sale debt securities
|
—
|
|
|
(132,732
|
)
|
|
—
|
|
|||
Proceeds from sales and maturities of available-for-sale debt securities
|
1,950
|
|
|
133,132
|
|
|
—
|
|
|||
Purchase of businesses, net of cash acquired
|
(946,043
|
)
|
|
—
|
|
|
—
|
|
|||
Other investing
|
2,455
|
|
|
(27,017
|
)
|
|
(7,574
|
)
|
|||
Net cash used in investing activities
|
(1,105,742
|
)
|
|
(247,554
|
)
|
|
(277,409
|
)
|
|||
Financing activities:
|
|
|
|
|
|
||||||
Repurchase and payment of debt
|
—
|
|
|
(1,050,680
|
)
|
|
(107,729
|
)
|
|||
Proceeds from borrowings and debt issuances
|
659,000
|
|
|
905,350
|
|
|
100,000
|
|
|||
Repurchase of common stock, including transaction costs
|
(515,131
|
)
|
|
(638,074
|
)
|
|
(219,907
|
)
|
|||
Proceeds from the issuance of common stock
|
50,198
|
|
|
41,289
|
|
|
57,412
|
|
|||
Tax withholding paid on behalf of employees for restricted stock units
|
(21,791
|
)
|
|
(24,835
|
)
|
|
(24,708
|
)
|
|||
Other financing
|
(6,717
|
)
|
|
(9,714
|
)
|
|
(1,916
|
)
|
|||
Net cash provided by (used in) financing activities
|
165,559
|
|
|
(776,664
|
)
|
|
(196,848
|
)
|
|||
Effect of exchange rate changes on cash
|
(1,233
|
)
|
|
(1,166
|
)
|
|
2,360
|
|
|||
Net increase (decrease) in cash, cash equivalents and restricted cash
|
4,230
|
|
|
(215,020
|
)
|
|
380,623
|
|
|||
Cash, cash equivalents and restricted cash at the beginning of the period
|
711,382
|
|
|
926,402
|
|
|
545,779
|
|
|||
Cash, cash equivalents and restricted cash at the end of the period
|
$
|
715,612
|
|
|
$
|
711,382
|
|
|
$
|
926,402
|
|
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
||||||
Cash paid during the year for interest
|
$
|
54,445
|
|
|
$
|
64,853
|
|
|
$
|
70,208
|
|
Cash paid during the year for income taxes
|
$
|
55,513
|
|
|
$
|
69,453
|
|
|
$
|
41,478
|
|
Non-cash investing and financing information:
|
|
|
|
|
|
||||||
Capital expenditure adjustments included in liabilities
|
$
|
22,904
|
|
|
$
|
37,728
|
|
|
$
|
31,769
|
|
•
|
Level 1 - includes instruments for which inputs are quoted prices in active markets for identical assets or liabilities that the Company has the ability to access.
|
•
|
Level 2 - includes instruments for which the inputs are other than quoted prices that are observable for the asset or liability, either directly or indirectly, and fair value can be determined through the use of models or other valuation methodologies that do not require significant judgment since the inputs are corroborated by readily observable data.
|
•
|
Level 3 - includes instruments for which the valuations are based on inputs that are unobservable and significant to the overall fair value measurement. These inputs are supported by little or no market activity and reflect the use of significant management judgment.
|
|
Fiscal Year
|
||||
|
2020
|
|
2019
|
|
2018
|
Apple Inc. ("Apple") (1)
|
33%
|
|
32%
|
|
36%
|
Huawei Technologies Co., Ltd. and affiliates ("Huawei")
|
10%
|
|
15%
|
|
8%
|
|
March 28, 2020
|
|
March 30, 2019
|
||||
Raw materials
|
$
|
112,671
|
|
|
$
|
118,608
|
|
Work in process
|
291,028
|
|
|
272,469
|
|
||
Finished goods
|
113,499
|
|
|
120,716
|
|
||
Total inventories
|
$
|
517,198
|
|
|
$
|
511,793
|
|
|
March 28, 2020
|
|
March 30, 2019
|
||||
Land
|
$
|
25,842
|
|
|
$
|
25,996
|
|
Building and leasehold improvements
|
404,075
|
|
|
416,209
|
|
||
Machinery and equipment
|
2,145,511
|
|
|
2,025,110
|
|
||
|
2,575,428
|
|
|
2,467,315
|
|
||
Less accumulated depreciation
|
(1,415,397
|
)
|
|
(1,218,507
|
)
|
||
|
1,160,031
|
|
|
1,248,808
|
|
||
Construction in progress
|
99,172
|
|
|
117,705
|
|
||
Total property and equipment, net
|
$
|
1,259,203
|
|
|
$
|
1,366,513
|
|
Net tangible assets (1)
|
|
$
|
22,876
|
|
Intangible assets
|
|
158,400
|
|
|
Goodwill
|
|
130,802
|
|
|
Deferred tax liability, net
|
|
(4,184
|
)
|
|
|
|
$
|
307,894
|
|
Cash consideration paid to Cavendish
|
|
$
|
198,385
|
|
Fair value of equity interest previously held by the Company
|
|
102,383
|
|
|
Total purchase price
|
|
$
|
300,768
|
|
Net tangible assets (1)
|
|
$
|
97
|
|
Intangible assets
|
|
206,350
|
|
|
Goodwill
|
|
100,845
|
|
|
Deferred tax liability, net
|
|
(6,524
|
)
|
|
|
|
$
|
300,768
|
|
Net tangible assets (1)
|
|
$
|
4,988
|
|
Intangible assets
|
|
31,100
|
|
|
Goodwill
|
|
55,654
|
|
|
|
|
$
|
91,742
|
|
Net tangible assets (1)
|
|
$
|
304
|
|
Intangible assets
|
|
246,060
|
|
|
Goodwill
|
|
149,703
|
|
|
Deferred tax liability, net
|
|
(21,327
|
)
|
|
|
|
$
|
374,740
|
|
|
Mobile Products
|
|
Infrastructure and Defense Products
|
|
Total
|
||||||
Balance as of March 30, 2019 (1)
|
$
|
1,751,503
|
|
|
$
|
422,386
|
|
|
$
|
2,173,889
|
|
Active-Semi acquisition
|
—
|
|
|
130,802
|
|
|
130,802
|
|
|||
Cavendish acquisition
|
100,845
|
|
|
—
|
|
|
100,845
|
|
|||
Custom MMIC acquisition
|
—
|
|
|
55,654
|
|
|
55,654
|
|
|||
Decawave acquisition
|
149,703
|
|
|
—
|
|
|
149,703
|
|
|||
Effect of changes in foreign currency exchange rates (2)
|
3,381
|
|
|
—
|
|
|
3,381
|
|
|||
Balance as of March 28, 2020 (1)
|
$
|
2,005,432
|
|
|
$
|
608,842
|
|
|
$
|
2,614,274
|
|
|
March 28, 2020
|
|
March 30, 2019
|
||||||||||||
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
||||||||
Developed technology
|
$
|
1,325,472
|
|
|
$
|
652,400
|
|
|
$
|
1,246,335
|
|
|
$
|
960,793
|
|
Customer relationships
|
463,772
|
|
|
346,799
|
|
|
1,272,725
|
|
|
1,161,735
|
|
||||
Technology licenses
|
3,271
|
|
|
2,327
|
|
|
14,704
|
|
|
13,026
|
|
||||
Backlog
|
1,600
|
|
|
267
|
|
|
—
|
|
|
—
|
|
||||
Trade names
|
1,200
|
|
|
283
|
|
|
29,391
|
|
|
29,391
|
|
||||
Non-compete agreement
|
—
|
|
|
—
|
|
|
1,026
|
|
|
1,026
|
|
||||
IPRD
|
9,600
|
|
|
N/A
|
|
|
10,000
|
|
|
N/A
|
|
||||
Effect of changes in foreign currency exchange rates (1)
|
6,064
|
|
|
11
|
|
|
—
|
|
|
—
|
|
||||
Total
|
$
|
1,810,979
|
|
|
$
|
1,002,087
|
|
|
$
|
2,574,181
|
|
|
$
|
2,165,971
|
|
Fiscal Year
|
Estimated
Amortization
Expense
|
||
2021
|
$
|
248,000
|
|
2022
|
119,000
|
|
|
2023
|
103,000
|
|
|
2024
|
90,000
|
|
|
2025
|
76,000
|
|
|
|
|
|
|
Total
|
|
Quoted Prices In
Active Markets For Identical Assets (Level 1) |
|
Significant Other
Observable Inputs (Level 2) |
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
March 28, 2020
|
|
|
|
|
|
|
|
||||||||||||
|
Assets
|
|
|
|
|
|
|
|
|||||||||||
|
|
Marketable equity securities
|
$
|
459
|
|
|
$
|
459
|
|
|
$
|
—
|
|
|
$
|
—
|
|
||
|
|
Invested funds in deferred compensation plan (1)
|
19,398
|
|
|
19,398
|
|
|
—
|
|
|
—
|
|
||||||
|
|
|
|
Total assets measured at fair value
|
$
|
19,857
|
|
|
$
|
19,857
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Liabilities
|
|
|
|
|
|
|
|
|||||||||||
|
|
Deferred compensation plan obligation (1)
|
$
|
19,398
|
|
|
$
|
19,398
|
|
|
$
|
—
|
|
|
$
|
—
|
|
||
|
|
Contingent earn-out liability (2)
|
5,700
|
|
|
—
|
|
|
—
|
|
|
5,700
|
|
||||||
|
|
|
|
Total liabilities measured at fair value
|
$
|
25,098
|
|
|
$
|
19,398
|
|
|
$
|
—
|
|
|
$
|
5,700
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
March 30, 2019
|
|
|
|
|
|
|
|
||||||||||||
|
Assets
|
|
|
|
|
|
|
|
|||||||||||
|
|
Money market funds
|
$
|
13
|
|
|
$
|
13
|
|
|
$
|
—
|
|
|
$
|
—
|
|
||
|
|
Marketable equity securities
|
901
|
|
|
901
|
|
|
—
|
|
|
—
|
|
||||||
|
|
Auction rate securities (3)
|
1,950
|
|
|
—
|
|
|
1,950
|
|
|
—
|
|
||||||
|
|
Invested funds in deferred compensation plan (1)
|
18,737
|
|
|
18,737
|
|
|
—
|
|
|
—
|
|
||||||
|
|
|
|
Total assets measured at fair value
|
$
|
21,601
|
|
|
$
|
19,651
|
|
|
$
|
1,950
|
|
|
$
|
—
|
|
|
Liabilities
|
|
|
|
|
|
|
|
|||||||||||
|
|
Deferred compensation plan obligation (1)
|
$
|
18,737
|
|
|
$
|
18,737
|
|
|
$
|
—
|
|
|
$
|
—
|
|
||
|
|
|
|
Total liabilities measured at fair value
|
$
|
18,737
|
|
|
$
|
18,737
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Other non-current assets
|
|
$
|
65,107
|
|
|
|
|
||
Other current liabilities
|
|
$
|
15,917
|
|
Other long-term liabilities
|
|
$
|
58,077
|
|
Operating lease expense
|
|
$
|
15,184
|
|
Short-term lease expense
|
|
$
|
6,878
|
|
Variable lease expense
|
|
$
|
3,098
|
|
|
|
|
|
|
Cash paid for amounts included in measurement of lease liabilities:
|
|
|
||
Operating cash flows from operating leases
|
|
$
|
16,504
|
|
|
|
|
||
Operating lease assets obtained in exchange for new lease liabilities
|
|
$
|
13,201
|
|
|
|
|
||
Weighted-average remaining lease term (years)
|
|
7.8
|
|
|
Weighted-average discount rate
|
|
4.06
|
%
|
2021
|
|
$
|
21,586
|
|
2022
|
|
14,201
|
|
|
2023
|
|
9,690
|
|
|
2024
|
|
7,449
|
|
|
2025
|
|
6,006
|
|
|
Thereafter
|
|
27,194
|
|
|
Total lease payments
|
|
86,126
|
|
|
Less imputed interest
|
|
(12,132
|
)
|
|
Present value of lease liabilities
|
|
$
|
73,994
|
|
2020
|
|
$
|
22,207
|
|
2021
|
|
13,382
|
|
|
2022
|
|
10,331
|
|
|
2023
|
|
8,224
|
|
|
2024
|
|
7,139
|
|
|
Thereafter
|
|
31,598
|
|
|
Total minimum payments
|
|
$
|
92,881
|
|
|
March 28, 2020
|
|
March 30, 2019
|
||||
Term loan
|
$
|
100,000
|
|
|
$
|
—
|
|
7.00% senior notes due 2025
|
23,404
|
|
|
23,404
|
|
||
5.50% senior notes due 2026
|
900,000
|
|
|
900,000
|
|
||
4.375% senior notes due 2029
|
550,000
|
|
|
—
|
|
||
Finance leases
|
2,252
|
|
|
1,745
|
|
||
Less unamortized premium and issuance costs, net
|
(1,532
|
)
|
|
(4,134
|
)
|
||
Less current portion of long-term debt
|
(6,893
|
)
|
|
(80
|
)
|
||
Total long-term debt
|
$
|
1,567,231
|
|
|
$
|
920,935
|
|
Fiscal Year
|
|
Maturities
|
||
2021
|
|
$
|
6,250
|
|
2022
|
|
5,000
|
|
|
2023
|
|
88,750
|
|
|
|
|
$
|
100,000
|
|
|
Fiscal 2020
|
||||||||||
|
Cost of Goods Sold
|
|
Other Operating Expense
|
|
Total
|
||||||
One-time employee termination benefits
|
$
|
—
|
|
|
$
|
6,289
|
|
|
$
|
6,289
|
|
Contract termination and other associated costs
|
8,365
|
|
|
7,154
|
|
|
15,519
|
|
|||
Accelerated depreciation
|
26,061
|
|
|
—
|
|
|
26,061
|
|
|||
Total
|
$
|
34,426
|
|
|
$
|
13,443
|
|
|
$
|
47,869
|
|
|
|
|
|
|
|
||||||
|
Fiscal 2019
|
||||||||||
|
Cost of Goods Sold
|
|
Other Operating Expense
|
|
Total
|
||||||
One-time employee termination benefits
|
$
|
—
|
|
|
$
|
12,826
|
|
|
$
|
12,826
|
|
Contract termination and other associated costs
|
—
|
|
|
641
|
|
|
641
|
|
|||
Asset impairment and accelerated depreciation
|
21,346
|
|
|
15,901
|
|
|
37,247
|
|
|||
Total
|
$
|
21,346
|
|
|
$
|
29,368
|
|
|
$
|
50,714
|
|
|
|
|
|
|
|
||||||
|
Fiscal 2018
|
||||||||||
|
Cost of Goods Sold
|
|
Other Operating Expense
|
|
Total
|
||||||
One-time employee termination benefits
|
$
|
—
|
|
|
$
|
19,232
|
|
|
$
|
19,232
|
|
Contract termination and other associated costs
|
—
|
|
|
2,174
|
|
|
2,174
|
|
|||
Asset impairment
|
—
|
|
|
46,315
|
|
|
46,315
|
|
|||
Total
|
$
|
—
|
|
|
$
|
67,721
|
|
|
$
|
67,721
|
|
|
One-Time Employee Termination Benefits
|
|
Asset Impairment and Accelerated Depreciation
|
|
Contract Termination and Other Associated Costs
|
|
Total
|
||||||||
Accrued restructuring balance as of March 31, 2018
|
$
|
6,130
|
|
|
$
|
—
|
|
|
$
|
2,557
|
|
|
$
|
8,687
|
|
Costs incurred and charged to expense
|
12,826
|
|
|
37,247
|
|
|
641
|
|
|
50,714
|
|
||||
Cash payments
|
(11,968
|
)
|
|
—
|
|
|
(1,572
|
)
|
|
(13,540
|
)
|
||||
Non-cash activity
|
—
|
|
|
(37,247
|
)
|
|
—
|
|
|
(37,247
|
)
|
||||
Accrued restructuring balance as of March 30, 2019
|
$
|
6,988
|
|
|
$
|
—
|
|
|
$
|
1,626
|
|
|
$
|
8,614
|
|
Costs incurred and charged to expense
|
6,289
|
|
|
26,061
|
|
|
15,519
|
|
|
47,869
|
|
||||
Transfer to right-of-use asset
|
—
|
|
|
—
|
|
|
(1,248
|
)
|
|
(1,248
|
)
|
||||
Cash payments
|
(11,549
|
)
|
|
—
|
|
|
(7,262
|
)
|
|
(18,811
|
)
|
||||
Non-cash activity
|
—
|
|
|
(26,061
|
)
|
|
(8,365
|
)
|
|
(34,426
|
)
|
||||
Accrued restructuring balance as of March 28, 2020
|
$
|
1,728
|
|
|
$
|
—
|
|
|
$
|
270
|
|
|
$
|
1,998
|
|
|
Fiscal Year
|
||||||||||
|
2020
|
|
2019
|
|
2018
|
||||||
United States
|
$
|
(226,005
|
)
|
|
$
|
(297,975
|
)
|
|
$
|
(151,083
|
)
|
Foreign
|
621,094
|
|
|
389,767
|
|
|
168,228
|
|
|||
Total
|
$
|
395,089
|
|
|
$
|
91,792
|
|
|
$
|
17,145
|
|
|
Fiscal Year
|
||||||||||
|
2020
|
|
2019
|
|
2018
|
||||||
Current (expense) benefit:
|
|
|
|
|
|
||||||
Federal
|
$
|
(6,705
|
)
|
|
$
|
17,222
|
|
|
$
|
(28,168
|
)
|
State
|
(93
|
)
|
|
209
|
|
|
(229
|
)
|
|||
Foreign
|
(65,065
|
)
|
|
(46,267
|
)
|
|
(61,284
|
)
|
|||
|
(71,863
|
)
|
|
(28,836
|
)
|
|
(89,681
|
)
|
|||
Deferred benefit (expense):
|
|
|
|
|
|
||||||
Federal
|
$
|
7,826
|
|
|
$
|
55,833
|
|
|
$
|
11,817
|
|
State
|
4,603
|
|
|
946
|
|
|
253
|
|
|||
Foreign
|
(1,330
|
)
|
|
13,390
|
|
|
20,178
|
|
|||
|
11,099
|
|
|
70,169
|
|
|
32,248
|
|
|||
Total
|
$
|
(60,764
|
)
|
|
$
|
41,333
|
|
|
$
|
(57,433
|
)
|
|
Fiscal Year
|
||||||||||||||||
|
2020
|
|
2019
|
|
2018
|
||||||||||||
|
Amount
|
Percentage
|
|
Amount
|
Percentage
|
|
Amount
|
Percentage
|
|||||||||
Income tax expense at statutory federal rate
|
$
|
(82,969
|
)
|
21.0
|
%
|
|
$
|
(19,276
|
)
|
21.0
|
%
|
|
$
|
(5,407
|
)
|
31.5
|
%
|
(Increase) decrease resulting from:
|
|
|
|
|
|
|
|
|
|||||||||
State benefit, net of federal expense
|
2,605
|
|
(0.7
|
)
|
|
710
|
|
(0.8
|
)
|
|
474
|
|
(2.8
|
)
|
|||
Tax credits
|
64,017
|
|
(16.2
|
)
|
|
69,856
|
|
(76.1
|
)
|
|
38,054
|
|
(221.9
|
)
|
|||
Effect of changes in income tax rate applied to net deferred tax assets
|
(2,269
|
)
|
0.6
|
|
|
12,972
|
|
(14.1
|
)
|
|
39,168
|
|
(228.4
|
)
|
|||
Foreign tax rate difference
|
75,247
|
|
(19.0
|
)
|
|
41,672
|
|
(45.4
|
)
|
|
21,829
|
|
(127.3
|
)
|
|||
Foreign permanent differences and related items
|
(5,446
|
)
|
1.4
|
|
|
6,825
|
|
(7.4
|
)
|
|
(2,598
|
)
|
15.2
|
|
|||
Change in valuation allowance
|
6,438
|
|
(1.6
|
)
|
|
2,353
|
|
(2.6
|
)
|
|
(1,632
|
)
|
9.5
|
|
|||
Expiration of state attributes
|
(5,165
|
)
|
1.3
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|||
Stock-based compensation
|
(1,707
|
)
|
0.4
|
|
|
(7,694
|
)
|
8.4
|
|
|
9,924
|
|
(57.9
|
)
|
|||
Tax reserve adjustments
|
(13,973
|
)
|
3.5
|
|
|
5,213
|
|
(5.7
|
)
|
|
(29,188
|
)
|
170.2
|
|
|||
U.S. tax on foreign earnings, including GILTI
|
(81,916
|
)
|
20.8
|
|
|
(76,215
|
)
|
83.0
|
|
|
(5,098
|
)
|
29.7
|
|
|||
U.S. Transitional Repatriation Tax
|
—
|
|
—
|
|
|
1,897
|
|
(2.1
|
)
|
|
(116,419
|
)
|
679.0
|
|
|||
Intra-entity transfer
|
—
|
|
—
|
|
|
3,935
|
|
(4.3
|
)
|
|
(6,873
|
)
|
40.1
|
|
|||
Permanent reinvestment assertion
|
(6,814
|
)
|
1.7
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|||
Acquisition related adjustments
|
(7,257
|
)
|
1.8
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|||
Other income tax (expense) benefit
|
(1,555
|
)
|
0.4
|
|
|
(915
|
)
|
1.1
|
|
|
333
|
|
(1.9
|
)
|
|||
|
$
|
(60,764
|
)
|
15.4
|
%
|
|
$
|
41,333
|
|
(45.0
|
)%
|
|
$
|
(57,433
|
)
|
335.0
|
%
|
|
March 28, 2020
|
|
March 30, 2019
|
||||
Deferred income tax assets:
|
|
|
|
||||
Inventory reserve
|
$
|
10,114
|
|
|
$
|
8,588
|
|
Equity compensation
|
18,817
|
|
|
27,380
|
|
||
Net operating loss carry-forwards
|
71,928
|
|
|
13,744
|
|
||
Research and other credits
|
106,958
|
|
|
95,640
|
|
||
Employee benefits
|
12,606
|
|
|
13,070
|
|
||
Lease liabilities
|
16,456
|
|
|
—
|
|
||
Other deferred assets
|
3,559
|
|
|
19,457
|
|
||
Total deferred income tax assets
|
240,438
|
|
|
177,879
|
|
||
Valuation allowance
|
(35,280
|
)
|
|
(40,433
|
)
|
||
Total deferred income tax assets, net of valuation allowance
|
$
|
205,158
|
|
|
$
|
137,446
|
|
|
|
|
|
||||
Deferred income tax liabilities:
|
|
|
|
||||
Amortization and purchase accounting basis difference
|
$
|
(107,517
|
)
|
|
$
|
(45,665
|
)
|
Accumulated depreciation/basis difference
|
(59,356
|
)
|
|
(62,097
|
)
|
||
Accrued tax on unremitted foreign earnings
|
(15,521
|
)
|
|
—
|
|
||
Right-of-use assets
|
(14,400
|
)
|
|
—
|
|
||
Other deferred liabilities
|
(1,955
|
)
|
|
—
|
|
||
Total deferred income tax liabilities
|
(198,749
|
)
|
|
(107,762
|
)
|
||
Net deferred income tax asset
|
$
|
6,409
|
|
|
$
|
29,684
|
|
|
|
|
|
||||
Amounts included in the Consolidated Balance Sheets:
|
|
|
|
||||
Other non-current assets
|
$
|
45,754
|
|
|
$
|
30,017
|
|
Other long-term liabilities
|
(39,345
|
)
|
|
(333
|
)
|
||
Net deferred income tax asset
|
$
|
6,409
|
|
|
$
|
29,684
|
|
|
Fiscal Year
|
||||||||||
|
2020
|
|
2019
|
|
2018
|
||||||
Beginning balance
|
$
|
103,178
|
|
|
$
|
122,823
|
|
|
$
|
90,615
|
|
Additions based on positions related to current year
|
10,357
|
|
|
7,193
|
|
|
26,431
|
|
|||
Additions for tax positions in prior years
|
6,484
|
|
|
8,369
|
|
|
5,844
|
|
|||
Reductions for tax positions in prior years
|
(69
|
)
|
|
(24,932
|
)
|
|
(67
|
)
|
|||
Expiration of statute of limitations
|
(728
|
)
|
|
(6,972
|
)
|
|
—
|
|
|||
Settlements
|
—
|
|
|
(3,303
|
)
|
|
—
|
|
|||
Ending balance
|
$
|
119,222
|
|
|
$
|
103,178
|
|
|
$
|
122,823
|
|
|
Fiscal Year
|
||||||||||
|
2020
|
|
2019
|
|
2018
|
||||||
Numerator:
|
|
|
|
|
|
||||||
Numerator for basic and diluted net income (loss) per share — net income (loss) available to common stockholders
|
$
|
334,325
|
|
|
$
|
133,125
|
|
|
$
|
(40,288
|
)
|
Denominator:
|
|
|
|
|
|
||||||
Denominator for basic net income (loss) per share — weighted average shares
|
117,007
|
|
|
124,534
|
|
|
126,946
|
|
|||
Effect of dilutive securities:
|
|
|
|
|
|
||||||
Stock-based awards
|
2,286
|
|
|
2,822
|
|
|
—
|
|
|||
Denominator for diluted net income (loss) per share — adjusted weighted average shares and assumed conversions
|
119,293
|
|
|
127,356
|
|
|
126,946
|
|
|||
Basic net income (loss) per share
|
$
|
2.86
|
|
|
$
|
1.07
|
|
|
$
|
(0.32
|
)
|
Diluted net income (loss) per share
|
$
|
2.80
|
|
|
$
|
1.05
|
|
|
$
|
(0.32
|
)
|
|
Shares
(in thousands) |
|
Weighted-
Average Exercise Price |
|
Weighted-Average Remaining Contractual Term (in years)
|
|
Aggregate
Intrinsic Value (in thousands) |
|||||
Outstanding as of March 30, 2019
|
1,886
|
|
$
|
20.36
|
|
|
|
|
|
|||
Granted
|
—
|
|
|
—
|
|
|
|
|
|
|||
Exercised
|
(917)
|
|
$
|
22.70
|
|
|
|
|
|
|||
Canceled
|
(2)
|
|
$
|
30.84
|
|
|
|
|
|
|||
Forfeited
|
—
|
|
|
—
|
|
|
|
|
|
|||
Outstanding as of March 28, 2020
|
967
|
|
$
|
18.11
|
|
|
2.37
|
|
$
|
60,529
|
|
|
Vested and expected to vest as of March 28, 2020
|
967
|
|
$
|
18.11
|
|
|
2.37
|
|
$
|
60,529
|
|
|
Options exercisable as of March 28, 2020
|
967
|
|
$
|
18.11
|
|
|
2.37
|
|
$
|
60,529
|
|
|
Shares
(in thousands) |
|
Weighted-Average
Grant-Date Fair Value |
|||
Balance at March 30, 2019
|
1,994
|
|
|
$
|
69.03
|
|
Granted
|
1,146
|
|
|
71.88
|
|
|
Vested
|
(936)
|
|
|
64.89
|
|
|
Forfeited
|
(113)
|
|
|
69.76
|
|
|
Balance at March 28, 2020
|
2,091
|
|
|
$
|
72.59
|
|
Outstanding stock options under formal directors’ and employees’ stock option plans
|
967
|
Possible future issuance under Company stock incentive plans
|
4,515
|
Employee stock purchase plan
|
3,673
|
Restricted stock-based units outstanding
|
2,091
|
Total shares reserved
|
11,246
|
|
Fiscal Year
|
||||||||||
|
2020
|
|
2019
|
|
2018
|
||||||
Revenue:
|
|
|
|
|
|
||||||
MP
|
$
|
2,397,740
|
|
|
$
|
2,197,660
|
|
|
$
|
2,181,161
|
|
IDP
|
841,401
|
|
|
892,665
|
|
|
788,495
|
|
|||
All other (1)
|
—
|
|
|
—
|
|
|
3,880
|
|
|||
Total revenue
|
$
|
3,239,141
|
|
|
$
|
3,090,325
|
|
|
$
|
2,973,536
|
|
Operating income (loss):
|
|
|
|
|
|
||||||
MP
|
$
|
715,514
|
|
|
$
|
558,990
|
|
|
$
|
549,574
|
|
IDP
|
145,295
|
|
|
267,304
|
|
|
235,719
|
|
|||
All other
|
(437,593
|
)
|
|
(609,828
|
)
|
|
(715,011
|
)
|
|||
Operating income
|
$
|
423,216
|
|
|
$
|
216,466
|
|
|
$
|
70,282
|
|
Interest expense
|
$
|
(60,392
|
)
|
|
$
|
(43,963
|
)
|
|
$
|
(59,548
|
)
|
Interest income
|
12,066
|
|
|
10,971
|
|
|
7,017
|
|
|||
Other income (expense)
|
20,199
|
|
|
(91,682
|
)
|
|
(606
|
)
|
|||
Income before income taxes
|
$
|
395,089
|
|
|
$
|
91,792
|
|
|
$
|
17,145
|
|
|
Fiscal Year
|
||||||||||
|
2020
|
|
2019
|
|
2018
|
||||||
Reconciliation of "All other" category:
|
|
|
|
|
|
||||||
Stock-based compensation expense
|
$
|
(75,978
|
)
|
|
$
|
(71,580
|
)
|
|
$
|
(68,158
|
)
|
Amortization of intangible assets
|
(246,563
|
)
|
|
(453,515
|
)
|
|
(539,362
|
)
|
|||
Acquisition and integration related costs
|
(61,891
|
)
|
|
(8,522
|
)
|
|
(10,561
|
)
|
|||
Restructuring related charges
|
(21,808
|
)
|
|
(13,467
|
)
|
|
(21,406
|
)
|
|||
Start-up costs
|
(712
|
)
|
|
(18,035
|
)
|
|
(24,271
|
)
|
|||
Asset impairment and accelerated depreciation
|
(27,118
|
)
|
|
(37,246
|
)
|
|
(38,000
|
)
|
|||
Other (including (loss) gain on assets and other miscellaneous corporate overhead)
|
(3,523
|
)
|
|
(7,463
|
)
|
|
(13,253
|
)
|
|||
Loss from operations for "All other"
|
$
|
(437,593
|
)
|
|
$
|
(609,828
|
)
|
|
$
|
(715,011
|
)
|
|
Fiscal Year
|
||||||||||
|
2020
|
|
2019
|
|
2018
|
||||||
Revenue:
|
|
|
|
|
|
||||||
United States
|
$
|
1,468,358
|
|
|
$
|
1,379,528
|
|
|
$
|
1,463,594
|
|
China
|
1,106,679
|
|
|
1,094,061
|
|
|
890,969
|
|
|||
Other Asia
|
340,400
|
|
|
271,797
|
|
|
327,158
|
|
|||
Taiwan
|
169,337
|
|
|
188,745
|
|
|
161,479
|
|
|||
Europe
|
154,367
|
|
|
156,194
|
|
|
130,336
|
|
|||
Total Revenue
|
$
|
3,239,141
|
|
|
$
|
3,090,325
|
|
|
$
|
2,973,536
|
|
|
March 28, 2020
|
|
March 30, 2019
|
||||
Long-lived tangible assets:
|
|
|
|
||||
United States
|
$
|
1,042,587
|
|
|
$
|
1,106,705
|
|
China
|
166,524
|
|
|
216,342
|
|
||
Other countries
|
50,092
|
|
|
43,466
|
|
|
Fiscal 2020 Quarter
|
|||||||||||||||
(in thousands, except per share data)
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
|
||||||||
Revenue
|
$
|
775,598
|
|
|
$
|
806,698
|
|
|
$
|
869,073
|
|
|
$
|
787,772
|
|
|
Gross profit
|
294,289
|
|
|
323,582
|
|
|
368,111
|
|
|
335,781
|
|
|
||||
Net income
|
39,541
|
|
(1),(2),(3)
|
83,038
|
|
(1),(3)
|
161,356
|
|
(1),(2),(3),(4)
|
50,390
|
|
(1),(2),(3),(5)
|
||||
Net income per share:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.33
|
|
|
$
|
0.71
|
|
|
$
|
1.39
|
|
|
$
|
0.44
|
|
|
Diluted
|
$
|
0.33
|
|
|
$
|
0.70
|
|
|
$
|
1.36
|
|
|
$
|
0.43
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Fiscal 2019 Quarter
|
|||||||||||||||
(in thousands, except per share data)
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
|
||||||||
Revenue
|
$
|
692,670
|
|
|
$
|
884,443
|
|
|
$
|
832,330
|
|
|
$
|
680,882
|
|
|
Gross profit
|
236,733
|
|
|
353,514
|
|
|
338,363
|
|
(1)
|
266,573
|
|
(1)
|
||||
Net (loss) income
|
(29,993
|
)
|
(1),(2),(6),(7)
|
32,084
|
|
(1),(2),(6)
|
69,517
|
|
(1),(2),(6)
|
61,517
|
|
(1),(6),(8)
|
||||
Net (loss) income per share:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
(0.24
|
)
|
|
$
|
0.26
|
|
|
$
|
0.56
|
|
|
$
|
0.51
|
|
|
Diluted
|
$
|
(0.24
|
)
|
|
$
|
0.25
|
|
|
$
|
0.55
|
|
|
$
|
0.50
|
|
|
Description of the Matter
|
The Company’s inventory, net totaled $517.2 million as of March 28, 2020, representing approximately 8% of total assets. As explained in Note 1 to the consolidated financial statements, the Company assesses the valuation of all inventories including manufacturing raw materials, work-in-process, and finished goods each reporting period. Obsolete inventory or inventory in excess of management’s estimated demand forecasts is written down to its estimated net realizable value if less than cost by recording an inventory reserve at each reporting period.
Auditing management’s estimates for inventory reserves involved subjective auditor judgment because the assessment considers a number of factors, including estimated customer demand forecasts, technological obsolescence risks, and possible alternative uses that are affected at least partially by market and economic conditions outside the Company’s control.
|
|
|
How We Addressed the Matter in Our Audit
|
We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s inventory reserve process. This included testing controls over management's review of the assumptions and data underlying the inventory reserves, such as demand forecasts and consideration of how factors outside of the Company’s control might affect the valuation of obsolete and excess inventory.
Our audit procedures included, among others, evaluating the significant assumptions (e.g., customer demand forecasts, technological and/or market obsolescence, and possible alternative uses) and the accuracy and completeness of underlying data used in management’s assessment of inventory reserves. We evaluated inventory levels compared to forecasted demand, historical sales and specific product considerations. We also assessed the historical accuracy of management’s estimates for both the forecast assumptions and the reserve estimate.
|
Description of the Matter
|
As explained in Note 5 to the consolidated financial statements, the Company completed acquisitions of Active-Semi International, Inc. (“Active-Semi”), Cavendish Kinetics Limited (“Cavendish”), Custom MMIC Design Services, Inc. (“Custom MMIC”), and Decawave Limited (“Decawave”) during the fiscal year ended March 28, 2020. The acquisitions were each accounted for as business combinations. The Company recorded intangible assets from these acquisitions, primarily consisting of customer relationships and developed technology. The Company used the income approach to estimate the preliminary fair values of the customer relationships and developed technology, each of which are based on management’s estimates and assumptions.
Auditing the Company's accounting for its acquisitions of Active-Semi, Cavendish, Custom MMIC, and Decawave was complex and subjective due to the significant estimation uncertainty in determining the fair value of the above identified intangible assets, which was primarily due to the sensitivity of the respective fair values to underlying assumptions. The fair value estimate of the customer relationships intangible asset included significant assumptions in the prospective financial information (including revenue growth, EBITDA margin, and customer attrition) and the discount rate. The fair value estimate of the developed technology intangible asset included significant assumptions in the prospective financial information (including revenue growth, EBITDA margin, technology migration rates, royalty rates, and expected economic life) and the discount rate. These significant assumptions for each of the identified intangible assets are forward-looking and could be affected by future economic and market conditions.
|
|
|
How We Addressed the Matter in Our Audit
|
We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the accounting for the acquisitions. Our tests included controls over the estimation process and models to calculate the fair value estimates of the above identified intangible assets, as well as controls over management’s review of the valuation methodologies and significant assumptions discussed above.
To test the estimated fair values of the developed technology and customer relationship intangible assets, we performed audit procedures that included, among others, evaluating the Company's selection of the valuation methodologies, testing the significant assumptions and the completeness and accuracy of the underlying data. For example, we compared the significant assumptions in the prospective financial information, including, but not limited to, the forecasted revenue growth rates, EBITDA margin, expected annual customer attrition, technology migration rates, and the estimated economic life, as appropriate for each calculation to current industry trends, as well as to the historical performance of the acquired businesses. With the assistance of our valuation specialists, we evaluated the reasonableness of the valuation methodology, and significant assumptions, including royalty rates and discount rates. This included understanding and validating the source information underlying the determination of the royalty rates and discount rates and testing the mathematical accuracy of the calculations. In addition, we developed a range of independent estimates for the discount rates using publicly available market data for comparable entities and comparing those to the discount rates selected by management.
|
ii.
|
Consolidated Statements of Operations for fiscal years 2020, 2019 and 2018.
|
iii.
|
Consolidated Statements of Comprehensive Income (Loss) for fiscal years 2020, 2019 and 2018.
|
iv.
|
Consolidated Statements of Stockholders' Equity for fiscal years 2020, 2019 and 2018.
|
v.
|
Consolidated Statements of Cash Flows for fiscal years 2020, 2019 and 2018.
|
vi.
|
Notes to Consolidated Financial Statements.
|
10.3
|
|
10.4
|
|
10.5
|
|
10.6
|
|
10.7
|
|
10.8
|
|
10.9
|
|
10.10
|
|
10.11
|
|
10.12
|
|
10.13
|
|
10.14
|
|
10.15
|
|
10.16
|
|
10.17
|
|
10.18
|
|
10.19
|
|
10.20
|
10.21
|
|
10.22
|
|
10.23
|
|
10.24
|
|
10.25
|
|
10.26
|
|
10.27
|
|
10.28
|
|
10.29
|
|
10.30
|
|
10.31
|
|
10.32
|
|
10.33
|
|
10.34
|
|
10.35
|
|
10.36
|
|
10.37
|
|
10.38
|
|
10.39
|
|
21
|
|
23.1
|
|
23.2
|
|
31.1
|
|
31.2
|
|
32.1
|
|
32.2
|
|
101
|
The following materials from our Annual Report on Form 10-K for the fiscal year ended March 28, 2020, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets as of March 28, 2020 and March 30, 2019, (ii) the Consolidated Statements of Operations for the fiscal years ended March 28, 2020, March 30, 2019, and March 31, 2018, (iii) the Consolidated Statements of Comprehensive Income (Loss) for the fiscal years ended March 28, 2020, March 30, 2019, and March 31, 2018, (iv) the Consolidated Statements of Stockholders' Equity for the fiscal years ended March 28, 2020, March 30, 2019, and March 31, 2018, (v) the Consolidated Statements of Cash Flows for the fiscal years ended March 28, 2020, March 30, 2019, and March 31, 2018, and (vi) the Notes to the Consolidated Financial Statements.
|
104
|
The cover page from our Annual Report on Form 10-K for the year ended March 28, 2020, formatted in iXBRL
|
+
|
Confidential treatment has been granted with respect to certain portions of this Exhibit, which portions have been omitted and filed separately with the SEC as part of an application for confidential treatment.
|
*
|
Executive compensation plan or agreement
|
|
|
|
Qorvo, Inc.
|
|
|
|
|
Date:
|
May 20, 2020
|
|
/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/ Mark J. Murphy
|
|
Name:
|
Mark J. Murphy
|
|
|
Title:
|
Chief Financial Officer
|
|
|
|
(Principal Financial Officer)
|
|
|
|
|
/s/ Gina B. Harrison
|
|
Name:
|
Gina B. Harrison
|
|
|
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/ Jeffery R. Gardner
|
|
Name:
|
Jeffery R. Gardner
|
|
|
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/ Dr. Walden C. Rhines
|
|
Name:
|
Dr. Walden C. Rhines
|
|
|
Title:
|
Director
|
|
|
|
|
/s/ Susan L. Spradley
|
|
Name:
|
Susan L. Spradley
|
|
|
Title:
|
Director
|
|
|
|
|
/s/ Walter H. Wilkinson, Jr.
|
|
Name:
|
Walter H. Wilkinson, Jr.
|
|
|
Title:
|
Director
|
|
|
|
|
Name
|
|
State or Other Jurisdiction of Incorporation
|
|
|
|
Domestic
|
|
|
|
|
|
Active-Semi, Inc.
|
|
California
|
Amalfi Semiconductor, Inc.
|
|
Delaware
|
Cavendish Kinetics Inc.
|
|
California
|
Custom MMIC Design Services, LLC
|
|
Massachusetts
|
Decawave Inc.
|
|
California
|
Premier Devices - A Sirenza Company
|
|
California
|
Qorvo Asia, LLC
|
|
Delaware
|
Qorvo Biotechnologies, LLC
|
|
Delaware
|
Qorvo California, Inc.
|
|
California
|
Qorvo Europe Holding Company
|
|
Delaware
|
Qorvo International Holding, Inc.
|
|
North Carolina
|
Qorvo International Services, Inc.
|
|
Delaware
|
Qorvo Oregon, Inc.
|
|
Oregon
|
Qorvo Texas, LLC
|
|
Texas
|
Qorvo US, Inc.
|
|
Delaware
|
RFMD Infrastructure Product Group, Inc.
|
|
North Carolina
|
RFMD, LLC
|
|
North Carolina
|
TriQuint WJ, Inc.
|
|
Delaware
|
WJ Newco LLC
|
|
Delaware
|
Xemod Incorporated
|
|
California
|
|
|
|
International
|
|
|
|
|
|
Active-Semi (BVI), Inc.
|
|
British Virgin Islands
|
Active-Semi Hong Kong Limited
|
|
Hong Kong
|
Active-Semi International, Inc.
|
|
Cayman
|
Active-Semi (Shanghai) Co., Ltd.
|
|
China
|
Active-Semi Vietnam, Ltd.
|
|
Vietnam
|
Cavendish Kinetics B.V.
|
|
The Netherlands
|
Cavendish Kinetics Limited
|
|
United Kingdom
|
Cavendish Microsystems (Shanghai) Co.
|
|
People's Republic of China
|
Decawave Limited
|
|
Ireland
|
Decawave France SAS
|
|
France
|
Decawave Singapore Pte. Ltd.
|
|
Singapore
|
Decawave (Shenzhen) Limited
|
|
China
|
Qorvo Beijing Co., Ltd.
|
|
China
|
Qorvo Belgium NV
|
|
Belgium
|
Qorvo Costa Rica S.R.L.
|
|
Costa Rica
|
Qorvo Denmark ApS
|
Denmark
|
|
Qorvo Dezhou Co., Ltd.
|
China
|
|
Qorvo Finland Oy
|
Finland
|
|
Qorvo Germany GmbH
|
|
Germany
|
Qorvo Germany Holding GmbH
|
|
Germany
|
Qorvo Hong Kong Holding Pvt. Limited
|
|
Hong Kong
|
Qorvo Hong Kong Limited
|
|
Hong Kong
|
Qorvo International Pte. Ltd.
|
|
Singapore
|
Qorvo Ireland Holding Limited
|
|
Ireland
|
Qorvo Japan YK
|
|
Japan
|
Qorvo Malaysia Sdn Bhd
|
|
Malaysia
|
Qorvo Munich GmbH
|
|
Germany
|
Qorvo Netherlands B.V.
|
|
The Netherlands
|
Qorvo Netherlands Holding B.V.
|
|
The Netherlands
|
Qorvo Shanghai Ltd.
|
|
China
|
Qorvo Singapore Pte. Ltd.
|
|
Singapore
|
Qorvo UK Limited
|
|
United Kingdom
|
Qorvo Utrecht B.V.
|
|
The Netherlands
|
RF Micro Devices Svenska AB
|
|
Sweden
|
RFMD (UK) Limited
|
|
United Kingdom
|
(1)
|
Registration Statement (Form S-4 No. 333-231161) of Qorvo, Inc.,
|
(2)
|
Registration Statement (Form S-4 No. 333-212601) of Qorvo, Inc.,
|
(3)
|
Registration Statement (Form S-4 No. 333-195236) of Qorvo, Inc.,
|
(4)
|
Registration Statement (Form S-8 No. 333-201357) pertaining to the Qorvo, Inc. 2007 Employee Stock Purchase Plan, Qorvo, Inc. 2013 Incentive Plan, Qorvo, Inc. 2012 Incentive Plan, Qorvo, Inc. 2009 Incentive Plan, Qorvo, Inc. 2008 Inducement Program, and the Qorvo, Inc. 1996 Stock Incentive Program, and
|
(5)
|
Registration Statement (Form S-8 No. 333-201358) pertaining to the Qorvo, Inc. 2012 Stock Incentive Plan, 2003 Stock Incentive Plan of Qorvo, Inc., Qorvo, Inc. 2006 Directors Stock Option Plan, Nonemployee Directors’ Stock Option Plan of Qorvo, Inc., and the Qorvo, Inc. 2015 Inducement Stock Plan;
|
|
|
|
/s/ ROBERT A. BRUGGEWORTH
|
|
Robert A. Bruggeworth
|
|
President and Chief Executive Officer
|
|
|
|
/s/ MARK J. MURPHY
|
|
Mark J. Murphy
|
|
Chief Financial Officer
|
(1)
|
the Annual Report on Form 10-K of the Company for the fiscal year ended March 28, 2020 (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
|
|
|
|
|
|
May 20, 2020
|
|
(1)
|
the Annual Report on Form 10-K of the Company for the fiscal year ended March 28, 2020 (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
|
|
|
|
|
|
May 20, 2020
|
|