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Qorvo, Inc. - Quarter Report: 2019 September (Form 10-Q)

Table of Contents

 
 
 
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 
For the quarterly period ended September 28, 2019
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 
For the transition period from _____to _____
Commission File Number 001-36801
qorvoform8kimagefinala30.jpg
Qorvo, Inc.
(Exact name of registrant as specified in its charter) 
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)
(336) 664-1233
Registrant's telephone number, including area 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
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes þ No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


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Large accelerated filer
þ
 
Accelerated filer
Non-accelerated filer
 
Smaller reporting company
 

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No þ

As of October 23, 2019, there were 116,174,131 shares of the registrant’s common stock outstanding.
 
 
 
 
 


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QORVO, INC. AND SUBSIDIARIES
INDEX
 
 
Page    
 
 
 
 
 
 
 
 
 
 
 
 

2

Table of Contents

PART I — FINANCIAL INFORMATION
ITEM 1.
QORVO, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except per share data)
(Unaudited)
 
 
September 28, 2019
 
March 30, 2019
ASSETS
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
586,794

 
$
711,035

Accounts receivable, less allowance of $43 and $40 as of September 28, 2019 and March 30, 2019, respectively
405,108

 
378,172

Inventories (Note 3)
485,284

 
511,793

Prepaid expenses
27,286

 
25,766

Other receivables
14,137

 
21,934

Other current assets
33,205

 
36,141

Total current assets
1,551,814

 
1,684,841

Property and equipment, net of accumulated depreciation of $1,322,103 at September 28, 2019 and $1,218,507 at March 30, 2019
1,296,103

 
1,366,513

Goodwill (Note 4)
2,305,136

 
2,173,889

Intangible assets, net (Note 4)
451,788

 
408,210

Long-term investments (Note 5)
97,549

 
97,786

Other non-current assets (Note 6)
146,181

 
76,785

Total assets
$
5,848,571

 
$
5,808,024

LIABILITIES AND STOCKHOLDERS’ EQUITY
 
 
 
Current liabilities:
 
 
 
Accounts payable
$
213,936

 
$
233,307

Accrued liabilities
172,345

 
160,516

Current portion of long-term debt (Note 7)
4,233

 
80

Other current liabilities (Note 6)
59,115

 
41,711

Total current liabilities
449,629

 
435,614

Long-term debt (Note 7)
1,016,063

 
920,935

Other long-term liabilities (Note 6)
117,385

 
91,796

Total liabilities
1,583,077

 
1,448,345

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; 116,294 and 119,063 shares issued and outstanding at September 28, 2019 and March 30, 2019, respectively
4,471,656

 
4,687,455

Accumulated other comprehensive loss, net of tax
(7,658
)
 
(6,624
)
Accumulated deficit
(198,504
)
 
(321,152
)
Total stockholders’ equity
4,265,494

 
4,359,679

Total liabilities and stockholders’ equity
$
5,848,571

 
$
5,808,024

See accompanying Notes to Condensed Consolidated Financial Statements.

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 QORVO, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share data)
(Unaudited)
 
Three Months Ended
 
Six Months Ended
 
September 28, 2019
 
September 29, 2018
 
September 28, 2019
 
September 29, 2018
Revenue
$
806,698

 
$
884,443

 
$
1,582,296

 
$
1,577,113

Cost of goods sold
483,116

 
530,929

 
964,425

 
986,866

Gross profit
323,582

 
353,514

 
617,871

 
590,247

Operating expenses:
 
 
 
 
 
 
 
Research and development
115,614

 
116,748

 
234,534

 
227,651

Selling, general and administrative
88,274

 
139,507

 
177,253

 
275,437

Other operating expense (Notes 4 and 10)
6,927

 
6,782

 
38,091

 
15,897

Total operating expenses
210,815

 
263,037

 
449,878

 
518,985

Income from operations
112,767

 
90,477

 
167,993

 
71,262

Interest expense (Note 7)
(12,693
)
 
(9,689
)
 
(24,557
)
 
(24,042
)
Interest income
2,292

 
1,580

 
5,238

 
4,974

Other expense (Note 7)
(300
)
 
(49,532
)
 
(1,411
)
 
(81,487
)
 
 
 
 
 
 
 
 
Income (loss) before income taxes
102,066

 
32,836

 
147,263

 
(29,293
)
 
 
 
 
 
 
 
 
Income tax (expense) benefit (Note 12)
(19,028
)
 
(752
)
 
(24,684
)
 
31,384

Net income
$
83,038

 
$
32,084

 
$
122,579

 
$
2,091

 
 
 
 
 
 
 
 
Net income per share (Note 13):
 
 
 
 
 
 
 
Basic
$
0.71

 
$
0.26

 
$
1.04

 
$
0.02

Diluted
$
0.70

 
$
0.25

 
$
1.02

 
$
0.02

 
 
 
 
 
 
 
 
Weighted average shares of common stock outstanding (Note 13):
 
 
 
 
 
 
 
Basic
117,294

 
125,643

 
117,945

 
125,859

Diluted
119,429

 
128,550

 
120,196

 
128,977


See accompanying Notes to Condensed Consolidated Financial Statements.


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QORVO, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(In thousands)
(Unaudited)
 
Three Months Ended
 
Six Months Ended
 
September 28, 2019
 
September 29, 2018
 
September 28, 2019
 
September 29, 2018
Net income
$
83,038

 
$
32,084

 
$
122,579

 
$
2,091

Other comprehensive loss:
 
 
 
 
 
 
 
Unrealized gain on marketable securities, net of tax

 
85

 

 
90

Foreign currency translation adjustment, including intra-entity foreign currency transactions that are of a long-term investment nature
(1,242
)
 
(181
)
 
(1,455
)
 
(2,394
)
Reclassification adjustments, net of tax:
 
 
 
 
 
 
 
Foreign currency loss included in net income
231

 

 
353

 

Amortization of pension actuarial loss
34

 
24

 
68

 
48

Other comprehensive loss
(977
)
 
(72
)
 
(1,034
)
 
(2,256
)
Total comprehensive income (loss)
$
82,061

 
$
32,012

 
$
121,545

 
$
(165
)
See accompanying Notes to Condensed Consolidated Financial Statements.



5

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QORVO, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(In thousands)
(Unaudited)



 
 
 
 
 
Accumulated Other Comprehensive Loss
 
Accumulated Deficit
 
 
 
Common Stock
 
 
 
 
Three Months Ended
Shares
 
Amount
 
 
 
Total
Balance, June 29, 2019
117,943

 
$
4,625,566

 
$
(6,681
)
 
$
(281,542
)
 
$
4,337,343

Net income

 

 

 
83,038

 
83,038

Other comprehensive loss

 

 
(977
)
 

 
(977
)
Exercise of stock options and vesting of restricted stock units, net of shares withheld for employee taxes
652

 
(12,033
)
 

 

 
(12,033
)
Repurchase of common stock, including transaction costs
(2,301
)
 
(165,032
)
 

 

 
(165,032
)
Stock-based compensation

 
23,155

 

 

 
23,155

Balance, September 28, 2019
116,294

 
$
4,471,656

 
$
(7,658
)
 
$
(198,504
)
 
$
4,265,494

 
 
 
 
 
 
 
 
 
 
Balance, June 30, 2018
125,598

 
$
5,167,311

 
$
(4,936
)
 
$
(484,270
)
 
$
4,678,105

Net income

 

 

 
32,084

 
32,084

Other comprehensive loss

 

 
(72
)
 

 
(72
)
Exercise of stock options and vesting of restricted stock units, net of shares withheld for employee taxes
552

 
(15,284
)
 

 

 
(15,284
)
Repurchase of common stock, including transaction costs
(1,104
)
 
(86,678
)
 

 

 
(86,678
)
Stock-based compensation

 
23,982

 

 

 
23,982

Balance, September 29, 2018
125,046

 
$
5,089,331

 
$
(5,008
)
 
$
(452,186
)
 
$
4,632,137







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QORVO, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(In thousands)
(Unaudited)



 
 
 
 
 
Accumulated Other Comprehensive Loss
 
Accumulated Deficit
 
 
 
Common Stock
 
 
 
 
Six Months Ended
Shares
 
Amount
 
 
 
Total
Balance, March 30, 2019
119,063

 
$
4,687,455

 
$
(6,624
)
 
$
(321,152
)
 
$
4,359,679

Net income

 

 

 
122,579

 
122,579

Other comprehensive loss

 

 
(1,034
)
 

 
(1,034
)
Exercise of stock options and vesting of restricted stock units, net of shares withheld for employee taxes
837

 
(15,609
)
 

 

 
(15,609
)
Issuance of common stock in connection with employee stock purchase plan
239

 
14,948

 

 

 
14,948

Cumulative-effect adoption of ASU 2016-02

 

 

 
69

 
69

Repurchase of common stock, including transaction costs
(3,845
)
 
(265,105
)
 

 

 
(265,105
)
Stock-based compensation

 
49,967

 

 

 
49,967

Balance, September 28, 2019
116,294

 
$
4,471,656

 
$
(7,658
)
 
$
(198,504
)
 
$
4,265,494

 
 
 
 
 
 
 
 
 
 
Balance, March 31, 2018
126,322

 
$
5,237,085

 
$
(2,752
)
 
$
(458,769
)
 
$
4,775,564

Net income

 

 

 
2,091

 
2,091

Other comprehensive loss

 

 
(2,256
)
 

 
(2,256
)
Exercise of stock options and vesting of restricted stock units, net of shares withheld for employee taxes
818

 
(19,859
)
 

 

 
(19,859
)
Issuance of common stock in connection with employee stock purchase plan
249

 
14,282

 

 

 
14,282

Cumulative-effect adoption of ASU 2014-09


 

 

 
4,492

 
4,492

Repurchase of common stock, including transaction costs
(2,343
)
 
(186,682
)
 

 

 
(186,682
)
Stock-based compensation

 
44,505

 

 

 
44,505

Balance, September 29, 2018
125,046

 
$
5,089,331

 
$
(5,008
)
 
$
(452,186
)
 
$
4,632,137



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QORVO, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)

 
Six Months Ended

September 28, 2019
 
September 29, 2018
Cash flows from operating activities:
 
 
 
Net income
$
122,579

 
$
2,091

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Depreciation
118,622

 
90,214

Intangible assets amortization (Note 4)
114,837

 
266,708

Loss on debt extinguishment (Note 7)

 
82,152

Deferred income taxes
(9,517
)
 
(42,962
)
Stock-based compensation expense
45,829

 
40,250

Other, net
5,153

 
(1,714
)
Changes in operating assets and liabilities:
 
 
 
Accounts receivable, net
(20,990
)
 
(145,874
)
Inventories
41,874

 
556

Prepaid expenses and other current and non-current assets
8,380

 
1,589

Accounts payable and accrued liabilities
(4,201
)
 
23,980

Income tax payable and receivable
5,072

 
(20,965
)
Other liabilities
2,892

 
(6,229
)
Net cash provided by operating activities
430,530

 
289,796

Investing activities:
 
 
 
Purchase of property and equipment
(88,338
)
 
(113,666
)
Purchase of available-for-sale debt securities

 
(132,729
)
Purchase of a business, net of cash acquired (Note 4)
(299,673
)
 

Proceeds from sales and maturities of available-for-sale debt securities
1,950

 
133,132

Other investing activities
(1,242
)
 
(19,492
)
Net cash used in investing activities
(387,303
)
 
(132,755
)
Financing activities:
 
 
 
Repurchase of debt (Note 7)

 
(954,745
)
Proceeds from borrowings (Note 7)
100,000

 

Proceeds from debt issuances (Note 7)

 
631,300

Repurchase of common stock, including transaction costs (Note 8)
(265,105
)
 
(186,682
)
Proceeds from the issuance of common stock
20,205

 
18,406

Tax withholding paid on behalf of employees for restricted stock units
(20,545
)
 
(24,181
)
Other financing activities
(832
)
 
(7,057
)
Net cash used in financing activities
(166,277
)
 
(522,959
)
 
 
 
 
Effect of exchange rate changes on cash
(1,091
)
 
(2,216
)
Net decrease in cash, cash equivalents and restricted cash
(124,141
)
 
(368,134
)
Cash, cash equivalents and restricted cash at the beginning of the period
711,382

 
926,402

Cash, cash equivalents and restricted cash at the end of the period
$
587,241

 
$
558,268

Non-cash investing information:
 
 
 
Capital expenditure adjustments included in accounts payable and accrued liabilities
$
30,052

 
$
44,634

 
 
 
 
Reconciliation of cash, cash equivalents and restricted cash
 
 
 
Cash and cash equivalents
$
586,794

 
$
557,924

Restricted cash included in "Other non-current assets"
447

 
344

Total cash, cash equivalents and restricted cash
587,241

 
558,268

See accompanying Notes to Condensed Consolidated Financial Statements.

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Table of Contents

QORVO, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

1. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

The accompanying Condensed Consolidated Financial Statements of Qorvo, Inc. and Subsidiaries (together, the "Company" or "Qorvo") have been prepared in conformity with accounting principles generally accepted in the United States ("U.S. GAAP"). The preparation of these financial statements requires management to make estimates and assumptions, which could differ materially from actual results. In addition, certain information or footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed, or omitted, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). In the opinion of management, the financial statements include all adjustments (which are of a normal and recurring nature) necessary for the fair presentation of the results of the interim periods presented. These Condensed Consolidated Financial Statements should be read in conjunction with the Company's audited consolidated financial statements and notes thereto included in Qorvo’s Annual Report on Form 10-K for the fiscal year ended March 30, 2019.

The Condensed Consolidated Financial Statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. Certain items in the fiscal 2019 financial statements have been reclassified to conform with the fiscal 2020 presentation.

The Company uses a 52- or 53-week fiscal year ending on the Saturday closest to March 31 of each year. The first fiscal quarter of each year ends on the Saturday closest to June 30, the second fiscal quarter of each year ends on the Saturday closest to September 30 and the third fiscal quarter of each year ends on the Saturday closest to December 31. Fiscal years 2020 and 2019 are 52-week years.

2. RECENT ACCOUNTING PRONOUNCEMENTS

The Company assesses recently issued accounting standards by the Financial Accounting Standards Board ("FASB") to determine the expected impacts on the Company's financial statements. The summary below describes impacts from newly issued standards as well as material updates to our previous assessments, if any, from Qorvo’s Annual Report on Form 10-K for the fiscal year ended March 30, 2019.

In February 2016, the FASB issued Accounting Standards Update 2016-02, "Leases (Topic 842)," with multiple amendments subsequently issued. The new guidance requires that lease arrangements be presented on the lessee's balance sheet by recording a right-of-use asset and a lease liability equal to the present value of the related future minimum lease payments. The Company adopted the standard in the first quarter of fiscal 2020, using the modified retrospective approach which permits lessees to recognize a cumulative-effect adjustment to the opening balance of accumulated deficit in the period of adoption. Upon adoption, the Company recorded a right-of-use asset of $70.7 million and a lease liability of $75.0 million.  The difference between the right-of-use asset and lease liability is primarily attributed to a deferred rent liability which existed under Accounting Standards Codification ("ASC") 840, "Leases.

The Company elected the transition package of practical expedients, under which the Company does not have to reassess (1) whether any expired or existing contracts are leases, or contain leases, (2) the lease classification for any expired or existing leases, and (3) initial direct costs for any existing leases. Further, the Company elected the practical expedient not to separate lease and non-lease components for substantially all of its classes of leases and to account for the combined lease and non-lease components as a single lease component. In addition, the Company made an accounting policy election to exclude leases with an initial term of 12 months or less from the balance sheet.

The adoption of this standard resulted in a cumulative-effect adjustment to accumulated deficit of less than $0.1 million. This standard did not have a material impact on the Condensed Consolidated Statement of Income or Condensed Consolidated Statement of Cash Flows. See Note 6 for further disclosures resulting from the adoption of this new standard.


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QORVO, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)


3. INVENTORIES
The components of inventories, net of reserves, are as follows (in thousands):
 
September 28, 2019
 
March 30, 2019
Raw materials
$
106,500

 
$
118,608

Work in process
259,031

 
272,469

Finished goods
119,753

 
120,716

Total inventories
$
485,284

 
$
511,793



4. BUSINESS ACQUISITION

On May 6, 2019, the Company completed its acquisition of Active-Semi International, Inc. ("Active-Semi"), a private fabless supplier of programmable analog power solutions. The acquisition expanded the Company's product offerings for existing customers and new customers in power management markets. The purchase price of $309.5 million was allocated to Active-Semi's net tangible assets (approximately $19.8 million) and intangible assets (approximately $158.4 million) based on their estimated fair values as of May 6, 2019. The excess of the purchase price over the value of the net tangible assets and intangible assets resulted in goodwill of approximately $131.2 million. The more significant intangible assets acquired included developed technology of $76.7 million (being amortized over 5 to 9 years), customer relationships of $40.9 million (being amortized over 5 years) and in-process research and development ("IPRD") of $40.6 million. During the six months ended September 28, 2019, $31.0 million of IPRD assets were completed, transferred to finite-lived intangible assets, and are being amortized over their useful lives of 5 to 7 years. The IPRD remaining as of September 28, 2019 is expected to be completed during fiscal 2021 with remaining costs to complete of less than $2.0 million.

The Company will continue to evaluate certain assets, liabilities and tax estimates that are subject to change within the measurement period (up to one year from the acquisition date).

The Company recorded postcombination compensation expense as well as other acquisition and integration related costs during the three and six months ended September 28, 2019 of $1.7 million and $23.0 million, respectively, in "Other operating expense" in the Condensed Consolidated Statements of Income. In addition, the Company recorded acquisition and integration related costs during the three and six months ended September 28, 2019 of $3.5 million and $4.2 million, respectively, in "Cost of goods sold" in the Condensed Consolidated Statements of Income.

The change in the carrying amount of goodwill for the six months ended September 28, 2019, is as follows (in thousands):
 
Mobile Products
 
Infrastructure and Defense Products
 
Total
Balance as of March 30, 2019
$
1,751,503

 
$
422,386

 
$
2,173,889

Goodwill resulting from Active-Semi acquisition

 
131,247

 
131,247

Balance as of September 28, 2019
$
1,751,503

 
$
553,633

 
$
2,305,136



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QORVO, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)


The following summarizes information regarding the gross carrying amounts and accumulated amortization of intangible assets (in thousands):
 
September 28, 2019
 
March 30, 2019
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Gross
Carrying
Amount
 
Accumulated
Amortization
Intangible assets:
 
 
 
 
 
 
 
Developed technology
$
871,872

 
$
557,626

 
$
1,246,335

 
$
960,793

Customer relationships
426,522

 
309,864

 
1,272,725

 
1,161,735

Trade names 
200

 
167

 
29,391

 
29,391

Technology licenses
3,205

 
1,954

 
14,704

 
13,026

Non-compete agreement

 

 
1,026

 
1,026

IPRD
19,600

 
N/A

 
10,000

 
N/A

Total
$
1,321,399

 
$
869,611

 
$
2,574,181

 
$
2,165,971


In the first quarter of each fiscal year, the Company removes the fully amortized balances from the gross asset and accumulated amortization amounts of those intangible assets that were fully amortized as of the prior fiscal year end.

Total intangible assets amortization expense was $56.4 million and $114.8 million, respectively, for the three and six months ended September 28, 2019, and $133.4 million and $266.7 million, respectively, for the three and six months ended September 29, 2018.


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QORVO, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)


5. INVESTMENTS AND FAIR VALUE MEASUREMENTS

Recurring Fair Value Measurements
The fair value of the financial assets measured at fair value on a recurring basis was determined using the following levels of inputs as of September 28, 2019 and March 30, 2019 (in thousands):
 
 
 
 
 
Total
 
Quoted Prices In
Active Markets For
Identical Assets
(Level 1)
 
Significant Other
Observable Inputs
(Level 2)
September 28, 2019
 
 
 
 
 
 
Assets
 
 
 
 
 
 
 
Marketable equity securities
$
979

 
$
979

 
$

 
 
Invested funds in deferred compensation plan (1)

20,541

 
20,541

 

 
 
 
 
Total assets measured at fair value
$
21,520

 
$
21,520

 
$

 
Liabilities
 
 
 
 
 
 
 
Deferred compensation plan obligation (1)
$
20,541

 
$
20,541

 
$

 
 
 
 
Total liabilities measured at fair value
$
20,541

 
$
20,541

 
$

 
 
 
 
 
 
 
 
 
 
March 30, 2019
 
 
 
 
 
 
Assets
 
 
 
 
 
 
 
Money market funds
$
13

 
$
13

 
$

 
 
Marketable equity securities
901

 
901

 

 
 
Auction rate securities (2)

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

 
$

 
(1) The Company's non-qualified deferred compensation plan provides eligible employees and members of the Board of Directors with the opportunity to defer a specified percentage of their cash compensation. The Company includes the assets deferred by the participants in the “Other current assets” and “Other non-current assets” line items of its Condensed Consolidated Balance Sheets and the Company's obligation to deliver the deferred compensation in the "Other current liabilities" and “Other long-term liabilities” line items of its Condensed Consolidated Balance Sheets.
(2) The Company's Level 2 auction rate securities were debt instruments with interest rates that reset through periodic short-term auctions and were valued based on quoted prices for identical or similar instruments in markets that were not active. During the first quarter of fiscal 2020, the Company sold its auction rate securities at par value.
 
As of September 28, 2019 and March 30, 2019, the Company did not have any Level 3 assets or liabilities.

Equity Investment Without a Readily Determinable Fair Value
As of September 28, 2019, the Company has invested $60.0 million to acquire preferred shares of Cavendish Kinetics Limited (“Cavendish”). This investment was determined to be an equity investment without a readily determinable fair value and is accounted for using the measurement alternative in accordance with ASC 321, "Investments - Equity Securities." As of September 28, 2019, there was no impairment or observable price change for this investment. This investment is classified in "Long-term investments" in the Condensed Consolidated Balance Sheets. See Note 15 for additional disclosures related to the subsequent acquisition of the entire issued and outstanding capital of Cavendish.


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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)


Fair Value of Financial Instruments
Marketable securities are measured at fair value and recorded in "Cash and cash equivalents," "Other current assets" and "Long-term investments" in the Condensed Consolidated Balance Sheets, and the related unrealized gains and losses are included in "Accumulated other comprehensive loss," a component of stockholders’ equity, net of tax (debt securities) and "Other income (expense)" in the Condensed Consolidated Statements of Income (equity securities).

Other Fair Value Disclosures
The carrying values of cash and cash equivalents, accounts receivable, accounts payable and other accrued liabilities approximate fair values because of the relatively short-term maturities of these instruments. See Note 7 for further disclosures related to the fair value of the Company's debt.

6. LEASES
The Company leases certain of its corporate, manufacturing and other facilities from multiple third-party real estate developers. The Company also leases various machinery and office equipment. These operating leases expire at various dates through 2036, and some of these leases have renewal options, with the longest ranging up to two, ten-year periods.

In fiscal 2018, the Company entered into a finance lease which is expected to commence in fiscal 2021 and is not recorded in the Condensed Consolidated Balance Sheet as of September 28, 2019. The Company’s other finance lease, which is classified in "Property and equipment" in the Condensed Consolidated Balance Sheets, is immaterial for disclosure.

The Company determines that a contract contains a lease at lease inception if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. In evaluating whether the right to control an identified asset exists, the Company assesses whether it has the right to direct the use of the identified asset and obtain substantially all of the economic benefit from the use of the identified asset.

Right-of-use assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. The Company uses its estimated incremental borrowing rate in determining the present value of lease payments considering the term of the lease, which is derived from information available at the lease commencement date. The lease term includes renewal options when it is reasonably certain that the option will be exercised, and excludes termination options. To the extent that the Company's agreements have variable lease payments, the Company includes variable lease payments that depend on an index or a rate and excludes those that depend on facts or circumstances occurring after the commencement date, other than the passage of time.

The components of lease expense for operating leases for the three and six months ended September 28, 2019, are as follows:
 
September 28, 2019
 
Three Months Ended
 
Six Months Ended
Operating lease expense
$
3,963

 
$
7,417

Short-term lease expense
1,187

 
3,152

Variable lease expense
1,181

 
1,595

Total lease expense
$
6,331

 
$
12,164



Supplemental cash information and non-cash activities related to operating leases are as follows (in thousands):  
 
Six Months Ended
 
September 28, 2019
Cash paid for amounts included in measurement of lease liabilities:
 
Operating cash flows from operating leases
$
8,377

 
 
Non-cash activities:
 
Operating lease assets obtained in exchange for new lease liabilities
$
2,486



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QORVO, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)


Supplemental balance sheet information related to operating leases is as follows (in thousands):  
 
  
 Classification on the Condensed Consolidated Balance Sheet
 
September 28, 2019
Assets
  
 
 
 
Operating lease assets
 
Other non-current assets
 
$
61,693

 
  
 
 
 
Liabilities
  
 
 
 
Operating lease current liabilities
  
Other current liabilities
 
$
12,965

Operating lease non-current liabilities
  
Other long-term liabilities
 
$
56,923


Weighted-average remaining lease term and discount rate related to operating leases are as follows:  
 
September 28, 2019
Weighted-average remaining lease term (years) - operating leases
8.70

Weighted-average discount rate - operating leases
4.24
%

Maturities of lease liabilities under operating leases by fiscal year as of September 28, 2019 are as follows (in thousands):  
 
September 28, 2019
2020
$
7,575

2021
14,980

2022
11,823

2023
9,167

2024
7,802

Thereafter
32,011

Total lease payments
83,358

Less imputed interest
(13,470
)
Present value of lease liabilities
$
69,888



7. DEBT

Long-term debt as of September 28, 2019 and March 30, 2019 is as follows (in thousands):
 
September 28, 2019
 
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

Finance leases
2,123

 
1,745

Less unamortized premium and issuance costs
(5,231
)
 
(4,134
)
Less current portion of long-term debt
(4,233
)
 
(80
)
Total long-term debt
$
1,016,063

 
$
920,935



Senior Notes due 2023 and 2025
On November 19, 2015, the Company issued $450.0 million aggregate principal amount 6.75% senior notes due December 1, 2023 (the "2023 Notes") and $550.0 million aggregate principal amount 7.00% senior notes due December 1, 2025 (the "2025 Notes"). The 2023 Notes were, and the 2025 Notes are, senior unsecured obligations of the Company and guaranteed, jointly and severally, by the Company and certain of its U.S. subsidiaries (the "Guarantors"). The 2023 Notes and the 2025 Notes were issued pursuant to an indenture dated as of November 19, 2015 (the "2015 Indenture"), by and among the Company, the Guarantors and MUFG Union Bank, N.A., as trustee. The 2015 Indenture contains customary events of default, including payment default, failure to provide certain notices and certain provisions related to bankruptcy events.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)



In fiscal years 2018 and 2019, the Company retired all of the issued and outstanding 2023 Notes and $526.6 million of the 2025 Notes.  During the three and six months ended September 29, 2018, the Company recognized a loss on debt extinguishment of $48.8 million and $82.2 million, respectively, as "Other expense" in the Condensed Consolidated Statements of Income in connection with certain purchases of the 2023 Notes and the 2025 Notes. As of September 28, 2019, an aggregate principal amount of $23.4 million of the 2025 Notes remained outstanding.
  
With respect to the 2023 Notes, interest was payable on June 1 and December 1 of each year at a rate of 6.75% per annum, and with respect to the 2025 Notes, interest is payable on June 1 and December 1 of each year at a rate of 7.00% per annum. The Company paid no interest on the 2025 Notes during the three months ended September 28, 2019 and paid interest of $0.8 million on the 2025 Notes during the six months ended September 28, 2019. Interest paid on the 2023 Notes and the 2025 Notes during the three and six months ended September 29, 2018 was $7.3 million and $41.5 million, respectively.
  
Senior Notes due 2026
On July 16, 2018, the Company issued $500.0 million aggregate principal amount 5.50% senior notes due 2026 (the “Initial 2026 Notes”). On August 28, 2018 and March 5, 2019, the Company issued an additional $130.0 million and $270.0 million, respectively, aggregate principal amount of such notes (together, the "Additional 2026 Notes" and together with the Initial 2026 Notes, the "2026 Notes"). The 2026 Notes will mature on July 15, 2026, unless earlier redeemed in accordance with their terms. The 2026 Notes are senior unsecured obligations of the Company and are initially guaranteed, jointly and severally, by the Guarantors.

The Initial 2026 Notes were issued pursuant to an indenture, dated as of July 16, 2018 by and among the Company, the Guarantors and MUFG Union Bank, N.A., as trustee, and the Additional 2026 Notes were issued pursuant to supplemental indentures, dated as of August 28, 2018 and March 5, 2019, respectively (such indenture and supplemental indentures, collectively, the "2018 Indenture"). The 2018 Indenture contains customary events of default, including payment default, exchange default, failure to provide certain notices thereunder and certain provisions related to bankruptcy events and also contains customary negative covenants.

In connection with the offerings of the 2026 Notes, the Company agreed to provide the holders of the 2026 Notes with an opportunity to exchange the 2026 Notes for registered notes having terms substantially identical to the 2026 Notes. On June 25, 2019, the Company completed the exchange offer, in which all of the privately placed 2026 Notes were exchanged for new notes that have been registered under the Securities Act of 1933, as amended (the "Securities Act").

Interest is payable on the 2026 Notes on January 15 and July 15 of each year at a rate of 5.50% per annum. Interest paid on the 2026 Notes during the three and six months ended September 28, 2019 was $24.8 million.

Credit Agreement
On December 5, 2017, the Company and the Guarantors entered into a five-year unsecured senior credit facility pursuant to a credit agreement with Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”), swing line lender and L/C issuer, and a syndicate of lenders (the "Credit Agreement"). The Credit Agreement includes a senior delayed draw term loan of up to $400.0 million (the "Term Loan") and a $300.0 million senior revolving line of credit (the "Revolving Facility", together with the Term Loan, the "Credit Facility"). On the closing date, $100.0 million of the Term Loan was funded (and subsequently repaid in March 2018). On June 17, 2019, the Company drew $100.0 million of the Term Loan, with the remaining $200.0 million available, at the discretion of the Company, in a final draw. Subsequent amendments to the Credit Agreement have, among other things, extended the delayed draw availability period to December 31, 2019. The Revolving Facility includes a $25.0 million sublimit for the issuance of standby letters of credit and a $10.0 million sublimit for swing line loans. The Company may request that the Credit Facility be increased by up to $300.0 million, subject to securing additional funding commitments from the existing or new lenders. The Credit Facility is available to finance working capital, capital expenditures and other corporate purposes. Outstanding amounts are due in full on the maturity date of December 5, 2022 (with amounts borrowed under the swingline option due in full no later than ten business days after such loan is made), subject to scheduled amortization of the Term Loan principal as set forth in the Credit Agreement prior to the maturity date. During the six months ended September 28, 2019, there were no borrowings under the Revolving Facility. Interest paid on the Term Loan during the three and six months ended September 28, 2019 was $0.9 million.


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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)


The Credit Agreement contains various conditions, covenants and representations with which the Company must be in compliance in order to borrow funds and to avoid an event of default. As of September 28, 2019, the Company was in compliance with these covenants.

Fair Value of Debt
The Company's debt is carried at amortized cost and is measured at fair value quarterly for disclosure purposes. The estimated fair value of the 2025 Notes and the 2026 Notes as of September 28, 2019 was $25.1 million and $954.8 million, respectively (compared to a carrying value of $23.4 million and $900.0 million, respectively). The estimated fair value of the 2025 Notes and the 2026 Notes as of March 30, 2019 was $25.8 million and $929.3 million, respectively. The Company considers its debt to be Level 2 in the fair value hierarchy. Fair values are estimated based on quoted market prices for identical or similar instruments. The 2025 Notes and 2026 Notes trade over the counter, and their fair values were estimated based upon the value of their last trade at the end of the period.

The Company had no outstanding amounts under the Revolving Facility as of September 28, 2019. The Term Loan carries a variable interest rate set at current market rates, and as such, the fair value of the Term Loan approximated book value as of September 28, 2019.

Interest Expense
During the three and six months ended September 28, 2019, the Company recognized $13.6 million and $26.5 million, respectively, of interest expense related to the 2025 Notes, the 2026 Notes and the Term Loan, which was partially offset by $1.3 million and $3.0 million, respectively, of interest capitalized to property and equipment. During the three and six months ended September 29, 2018, the Company recognized $10.9 million and $28.0 million, respectively, of interest expense related to the 2023 Notes, the 2025 Notes and the 2026 Notes, which was partially offset by $1.8 million and $5.3 million, respectively, of interest capitalized to property and equipment.

8. STOCK REPURCHASES

On May 23, 2018, the Company announced that its Board of Directors authorized a share repurchase program to repurchase up to $1.0 billion of the Company's outstanding stock, which included approximately $126.3 million authorized under the prior program which was terminated concurrent with the new authorization. Under this program, share repurchases are made in accordance with applicable securities laws on the open market or in privately negotiated transactions. The extent to which the Company repurchases its shares, the number of shares and the timing of any repurchases depends on general market conditions, regulatory requirements, alternative investment opportunities and other considerations. The program does not require the Company to repurchase a minimum number of shares, does not have a fixed term, and may be modified, suspended or terminated at any time without prior notice.

During the three and six months ended September 28, 2019, the Company repurchased approximately 2.3 million shares and 3.8 million shares, respectively, of its common stock for approximately $165.0 million and $265.1 million, respectively. As of September 28, 2019, $132.8 million remains available for repurchases under the current share repurchase program. See Note 15 for information regarding the new share repurchase program which was announced by the Company on October 31, 2019.

During the three and six months ended September 29, 2018, the Company repurchased approximately 1.1 million shares and 2.3 million shares, respectively, of its common stock for approximately $86.7 million and $186.7 million, respectively.


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QORVO, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)


9. REVENUE

The following table presents the Company's revenue disaggregated by geography, based on the location of the customers' headquarters (in thousands):
 
Three Months Ended
 
Six Months Ended
 
September 28, 2019
 
September 29, 2018
 
September 28, 2019
 
September 29, 2018
United States
$
452,926

 
$
423,844

 
$
720,422

 
$
693,298

China
199,945

 
304,115

 
561,088

 
588,273

Other Asia
78,606

 
60,438

 
148,615

 
113,930

Taiwan
38,044

 
54,199

 
79,033

 
106,895

Europe
37,177

 
41,847

 
73,138

 
74,717

Total revenue
$
806,698

 
$
884,443

 
$
1,582,296

 
$
1,577,113


During the first quarter of fiscal 2020, the Company changed its presentation of net revenue based on the "sold to" address of the customer to the above presentation of net revenue based on the location of the customers' headquarters. The September 29, 2018 information above has been reclassified to reflect this change. The Company believes that the disaggregation of revenue based on the location of the customers' headquarters is more representative of how its revenue and cash flows are impacted by geographically-sensitive changes in economic factors.

The Company also disaggregates revenue by operating segments (see Note 11).

10. RESTRUCTURING

In the third quarter of fiscal 2019, the Company initiated restructuring actions to reduce operating expenses and improve its manufacturing cost structure, including the phased closure of a wafer fabrication facility in Florida and idling production at a wafer fabrication facility in Texas. As a result of these actions, the Company expects to record total restructuring charges of approximately $95.0 million, including accelerated depreciation of $49.0 million (to reflect changes in estimated useful lives of certain property and equipment), impairment charges of $16.0 million (to adjust the carrying value of certain property and equipment to reflect its fair value), employee termination benefits of $16.0 million, and other exit costs of $14.0 million. As of the end of the second quarter of fiscal 2020, the Company has recorded cumulative expenses of approximately $42.9 million, $16.0 million, $12.3 million and $6.9 million for accelerated depreciation, impairment charges, employee termination benefits and other exit costs, respectively, as a result of these restructuring actions (which are expected to be substantially completed by the end of fiscal 2020).

During fiscal 2018, the Company initiated restructuring actions to improve operating efficiencies. As of the end of the second quarter of fiscal 2020, the Company has recorded cumulative expenses of $46.3 million, $23.4 million and $0.2 million for impairment charges, employee termination benefits and other exit costs, respectively, as a result of these restructuring actions. The Company believes these amounts approximate the total costs to be recognized as these restructuring actions are substantially complete.

In addition, the Company recorded immaterial restructuring expenses in the three and six months ended September 28, 2019 and September 29, 2018, related to exited leased facilities associated with other restructuring events.

The Company does not allocate restructuring costs to its reportable segments.


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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)


The following table summarizes the restructuring activity primarily resulting from these restructuring events:
 
Three Months Ended September 28, 2019
 
Three Months Ended September 29, 2018
 
Cost of Goods Sold
 
Other Operating Expense
 
Total
 
Cost of Goods Sold
 
Other Operating Expense
 
Total
One-time employee termination benefits
$

 
$
1,414

 
$
1,414

 
$

 
$
497

 
$
497

Contract termination and other associated costs
1,035

 
1,414

 
2,449

 

 
13

 
13

Accelerated depreciation
5,578

 

 
5,578

 

 

 

Total
$
6,613

 
$
2,828

 
$
9,441

 
$

 
$
510

 
$
510

 
 
 
 
 
 
 
 
 
 
 
 
 
Six Months Ended September 28, 2019
 
Six Months Ended September 29, 2018
 
Cost of Goods Sold
 
Other Operating Expense
 
Total
 
Cost of Goods Sold
 
Other Operating Expense
 
Total
One-time employee termination benefits
$

 
$
4,809

 
$
4,809

 
$

 
$
3,135

 
$
3,135

Contract termination and other associated costs
2,870

 
4,215

 
7,085

 

 
177

 
177

Accelerated depreciation
21,516

 

 
21,516

 

 

 

Total
$
24,386

 
$
9,024

 
$
33,410

 
$

 
$
3,312

 
$
3,312


The following table presents a roll-forward of the Company's restructuring liabilities for the six months ended September 28, 2019:
 
One-Time Employee Termination Benefits
 
Accelerated Depreciation
 
Contract Termination and Other Associated Costs
 
Total
Accrued restructuring balance as of March 30, 2019
$
6,988

 
$

 
$
1,626

 
$
8,614

Costs incurred and charged to expense
4,809

 
21,516

 
7,085

 
33,410

Transfer to right-of-use asset

 

 
(1,248
)
 
(1,248
)
Cash payments
(5,115
)
 

 
(4,269
)
 
(9,384
)
Non-cash activity

 
(21,516
)
 
(2,870
)
 
(24,386
)
Accrued restructuring balance as of September 28, 2019
$
6,682

 
$

 
$
324

 
$
7,006



11. OPERATING SEGMENT INFORMATION

The Company's operating segments as of September 28, 2019 are Mobile Products (MP) and Infrastructure and Defense Products (IDP) based on the organizational structure and information reviewed by the Company's Chief Executive Officer, who is the Company's chief operating decision maker ("CODM"), and these segments are managed separately based on the end markets and applications they support. The CODM allocates resources and assesses the performance of each operating segment primarily based on non-GAAP operating income.

MP is a global supplier of cellular radio frequency ("RF") and Wi-Fi solutions for a variety of mobile devices, including smartphones, wearables, laptops, tablets and cellular-based applications for the Internet of Things ("IoT").

IDP is a global supplier of RF, system-on-a-chip and power management solutions for cellular base station, smart home, IoT and other wireless communications, defense, automotive and multiple analog power management applications.


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QORVO, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)


The “All other” category includes operating expenses such as stock-based compensation, amortization of intangible assets, acquisition and integration related costs, restructuring costs, start-up costs, asset impairment and accelerated depreciation, (loss) gain on assets, and other miscellaneous corporate overhead expenses that the Company does not allocate to its reportable segments because these expenses are not included in the segment operating performance measures evaluated by the Company’s CODM. The CODM does not evaluate operating segments using discrete asset information. The Company’s operating segments do not record intercompany revenue. The Company does not allocate gains and losses from equity investments, interest and other income, or taxes to operating segments. Except as discussed above regarding the “All other” category, the Company’s accounting policies for segment reporting are the same as for the Company as a whole.

The following tables present details of the Company’s reportable segments and a reconciliation of the “All other” category (in thousands): 
 
Three Months Ended
 
Six Months Ended
 
September 28,
2019
 
September 29,
2018
 
September 28,
2019
 
September 29,
2018
Revenue:
 
 
 
 
 
 
 
MP
$
623,106

 
$
666,539

 
$
1,179,359

 
$
1,152,618

IDP
183,592

 
217,904

 
402,937

 
424,495

Total revenue
$
806,698

 
$
884,443

 
$
1,582,296

 
$
1,577,113

Operating income (loss):
 
 
 
 
 
 
 
MP
$
193,431

 
$
196,948

 
$
333,366

 
$
286,119

IDP
14,969

 
56,311

 
65,093

 
111,515

All other
(95,633
)
 
(162,782
)
 
(230,466
)
 
(326,372
)
Operating income
112,767

 
90,477

 
167,993

 
71,262

Interest expense
(12,693
)
 
(9,689
)
 
(24,557
)
 
(24,042
)
Interest income
2,292

 
1,580

 
5,238

 
4,974

Other expense (Note 7)
(300
)
 
(49,532
)
 
(1,411
)
 
(81,487
)
Income (loss) before income taxes
$
102,066

 
$
32,836

 
$
147,263

 
$
(29,293
)

 
 
Three Months Ended
 
Six Months Ended
 
September 28,
2019
 
September 29,
2018
 
September 28,
2019
 
September 29,
2018
Reconciliation of “All other” category:
 
 
 
 
 
 
 
Stock-based compensation expense
$
(20,876
)
 
$
(20,905
)
 
$
(45,829
)
 
$
(40,250
)
Amortization of intangible assets
(56,288
)
 
(133,116
)
 
(114,470
)
 
(266,291
)
Acquisition and integration related costs
(7,549
)
 
(1,098
)
 
(30,679
)
 
(2,180
)
Restructuring costs
(3,863
)
 
(510
)
 
(11,894
)
 
(3,312
)
Start-up costs
(4
)
 
(5,883
)
 
(100
)
 
(11,244
)
Asset impairment and accelerated depreciation
(6,635
)
 

 
(22,573
)
 

Other (including (loss) gain on assets and other miscellaneous corporate overhead)
(418
)
 
(1,270
)
 
(4,921
)
 
(3,095
)
Loss from operations for “All other”
$
(95,633
)
 
$
(162,782
)
 
$
(230,466
)
 
$
(326,372
)


12. INCOME TAXES

Income Tax Expense
The Company’s provision for income taxes for the three and six months ended September 28, 2019 and September 29, 2018 was calculated by applying an estimate of the annual effective tax rate for the full fiscal year to “ordinary” income or loss (pre-

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)


tax income or loss excluding unusual or infrequently occurring discrete items) for the three and six months ended September 28, 2019 and September 29, 2018.

The Company’s income tax expense was $19.0 million and $24.7 million, respectively, for the three and six months ended September 28, 2019, and the Company’s income tax expense was $0.8 million and income tax benefit was $31.4 million, for the three and six months ended September 29, 2018, respectively. The Company’s effective tax rate was 18.6% and 16.8% for the three and six months ended September 28, 2019, respectively, and 2.3% and 107.1% for the three and six months ended September 29, 2018, respectively.

The Company's effective tax rate for the three and six months ended September 28, 2019 differed from the statutory rate primarily due to tax rate differences in foreign jurisdictions, global intangible low tax income (“GILTI”), domestic tax credits generated, foreign permanent differences, the discrete treatment of postcombination compensation expenses related to the Active-Semi acquisition, and a discrete expense related to the Company’s change in its permanent reinvestment assertion for certain unrepatriated foreign earnings previously subject to U.S. federal taxation. The Company's effective tax rate for the three and six months ended September 29, 2018 differed from the statutory rate primarily due to tax rate differences in foreign jurisdictions, foreign permanent differences, state income taxes, domestic tax credits generated, changes in unrecognized tax benefits, GILTI, a discrete tax benefit for changes in provisional estimates related to the one-time transition tax on certain unrepatriated earnings of foreign subsidiaries enacted in the Tax Cuts and Jobs Act and a discrete tax benefit resulting from a retroactive incentive allowing previously non-deductible payments to be amortized.

Management has concluded that it can no longer support an assertion that certain earnings which have previously been subject to U.S. federal taxation at its foreign subsidiaries are permanently reinvested. During the second quarter of fiscal 2020, the Company updated forecasts of cash balances and cash flow outside the U.S. and began to implement a more centralized approach to cash management. As a result, the Company recorded $4.0 million discrete tax expense during the second quarter of fiscal 2020. The Company had previously released in the third quarter of fiscal 2018 its permanent reinvestment assertion on its operating subsidiary in Singapore, Qorvo International Pte. Ltd.

13. NET INCOME PER SHARE

The following table sets forth the computation of basic and diluted net income per share (in thousands, except per share data):
 
Three Months Ended
 
Six Months Ended
 
September 28, 2019
 
September 29, 2018
 
September 28, 2019
 
September 29, 2018
Numerator:
 
 
 
 
 
 
 
Numerator for basic and diluted net income per share — net income available to common stockholders
$
83,038

 
$
32,084

 
$
122,579

 
$
2,091

Denominator:
 
 
 
 
 
 
 
Denominator for basic net income per share — weighted average shares
117,294

 
125,643

 
117,945

 
125,859

Effect of dilutive securities:
 
 
 
 
 
 
 
Stock-based awards
2,135

 
2,907

 
2,251

 
3,118

Denominator for diluted net income per share — adjusted weighted average shares and assumed conversions
119,429

 
128,550

 
120,196

 
128,977

Basic net income per share
$
0.71

 
$
0.26

 
$
1.04

 
$
0.02

Diluted net income per share
$
0.70

 
$
0.25

 
$
1.02

 
$
0.02



In the computation of diluted net income per share for the three and six months ended September 28, 2019, approximately 0.4 million and 0.2 million outstanding shares, respectively, were excluded because the effect of their inclusion would have been anti-dilutive. In the computation of diluted net income per share for the three and six months ended September 29, 2018,

20

Table of Contents

QORVO, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)


approximately 0.3 million and 0.2 million outstanding shares, respectively, were excluded because the effect of their inclusion would have been anti-dilutive.

14. CONDENSED CONSOLIDATING FINANCIAL INFORMATION

In accordance with the applicable indentures governing the 2025 Notes and 2026 Notes, the Company's obligations under the 2025 Notes and 2026 Notes are fully and unconditionally guaranteed on a joint and several basis by each Guarantor, each of which is 100% owned, directly or indirectly, by Qorvo, Inc. (the "Parent Company"). A Guarantor can be released in certain customary circumstances.

The following presents the condensed consolidating financial information separately for:
(i)
Parent Company, the issuer of the guaranteed obligations;
(ii)
Guarantor subsidiaries, on a combined basis, as specified in the applicable 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.

Each entity in the condensed consolidating financial information follows the same accounting policies as described in the consolidated financial statements, except for the use by the Parent Company and Guarantor subsidiaries of the equity method of accounting to reflect ownership interests in subsidiaries that are eliminated upon consolidation. The financial information may not necessarily be indicative of the financial position, results of operations, comprehensive (loss) income, and cash flows, had the Parent Company, Guarantor or non-guarantor subsidiaries operated as independent entities.

21

Table of Contents

QORVO, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)



 
Condensed Consolidating Balance Sheet
 
September 28, 2019
(in thousands)
Parent Company
 
Guarantor Subsidiaries
 
Non-Guarantor Subsidiaries
 
Eliminations and Reclassifications
 
Consolidated
ASSETS
 
 
 
 
 
 
 
 
 
Current assets:
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$

 
$
80,065

 
$
506,729

 
$

 
$
586,794

Accounts receivable, less allowance

 
43,952

 
361,156

 

 
405,108

Intercompany accounts and notes receivable

 
473,809

 
4,624

 
(478,433
)
 

Inventories

 
165,456

 
341,741

 
(21,913
)
 
485,284

Prepaid expenses

 
20,793

 
6,493

 

 
27,286

Other receivables

 
1,799

 
12,338

 

 
14,137

Other current assets

 
29,930

 
3,275

 

 
33,205

Total current assets

 
815,804

 
1,236,356

 
(500,346
)
 
1,551,814

Property and equipment, net

 
1,059,674

 
233,337

 
3,092

 
1,296,103

Goodwill

 
1,122,629

 
1,182,507

 

 
2,305,136

Intangible assets, net

 
154,482

 
297,306

 

 
451,788

Long-term investments

 
5,537

 
92,012

 

 
97,549

Long-term intercompany accounts and notes receivable

 
1,341,488

 
220,231

 
(1,561,719
)
 

Investment in subsidiaries
6,716,288

 
2,591,241

 

 
(9,307,529
)
 

Other non-current assets
6,635

 
101,258

 
43,286

 
(4,998
)
 
146,181

Total assets
$
6,722,923

 
$
7,192,113

 
$
3,305,035

 
$
(11,371,500
)
 
$
5,848,571

LIABILITIES AND STOCKHOLDERS’ EQUITY
 
 
 
 
 
 
 
 

Current liabilities:
 
 
 
 
 
 
 
 

Accounts payable
$

 
$
70,435

 
$
143,501

 
$

 
$
213,936

Intercompany accounts and notes payable

 
4,624

 
473,809

 
(478,433
)
 

Accrued liabilities
10,854

 
114,289

 
45,578

 
1,624

 
172,345

Current portion of long-term debt
3,750

 

 
483

 

 
4,233

Other current liabilities

 
10,167

 
48,948

 

 
59,115

Total current liabilities
14,604

 
199,515

 
712,319

 
(476,809
)
 
449,629

Long-term debt
1,014,423

 

 
1,640

 

 
1,016,063

Long-term intercompany accounts and notes payable
1,428,402

 
133,317

 

 
(1,561,719
)
 

Other long-term liabilities

 
114,388

 
28,440

 
(25,443
)
 
117,385

Total liabilities
2,457,429

 
447,220

 
742,399

 
(2,063,971
)
 
1,583,077

Total stockholders’ equity
4,265,494

 
6,744,893

 
2,562,636

 
(9,307,529
)
 
4,265,494

Total liabilities and stockholders’ equity
$
6,722,923

 
$
7,192,113

 
$
3,305,035

 
$
(11,371,500
)
 
$
5,848,571



22

Table of Contents

QORVO, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)


 
Condensed Consolidating Balance Sheet
 
March 30, 2019
(in thousands)
Parent Company
 
Guarantor Subsidiaries
 
Non-Guarantor Subsidiaries
 
Eliminations and Reclassifications
 
Consolidated
ASSETS
 
 
 
 
 
 
 
 
 
Current assets:
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$

 
$
231,865

 
$
479,170

 
$

 
$
711,035

Accounts receivable, less allowance

 
47,181

 
330,991

 

 
378,172

Intercompany accounts and notes receivable

 
381,558

 
62,640

 
(444,198
)
 

Inventories

 
173,885

 
359,252

 
(21,344
)
 
511,793

Prepaid expenses

 
24,087

 
1,679

 

 
25,766

Other receivables

 
5,121

 
16,813

 

 
21,934

Other current assets

 
33,956

 
2,354

 
(169
)
 
36,141

Total current assets

 
897,653

 
1,252,899

 
(465,711
)
 
1,684,841

Property and equipment, net

 
1,090,171

 
268,040

 
8,302

 
1,366,513

Goodwill

 
1,122,629

 
1,051,260

 

 
2,173,889

Intangible assets, net

 
214,348

 
193,862

 

 
408,210

Long-term investments

 
4,969

 
92,817

 

 
97,786

Long-term intercompany accounts and notes receivable

 
1,239,474

 
93,923

 
(1,333,397
)
 

Investment in subsidiaries
6,540,081

 
2,321,170

 

 
(8,861,251
)
 

Other non-current assets
17,245

 
46,784

 
28,234

 
(15,478
)
 
76,785

Total assets
$
6,557,326

 
$
6,937,198

 
$
2,981,035

 
$
(10,667,535
)
 
$
5,808,024

LIABILITIES AND STOCKHOLDERS’ EQUITY
 
 
 
 
 
 
 
 

Current liabilities:
 
 
 
 
 
 
 
 

Accounts payable
$

 
$
95,089

 
$
138,218

 
$

 
$
233,307

Intercompany accounts and notes payable

 
62,640

 
381,558

 
(444,198
)
 

Accrued liabilities
11,174

 
96,238

 
51,781

 
1,323

 
160,516

Current portion of long-term debt

 

 
80

 

 
80

Other current liabilities

 

 
41,880

 
(169
)
 
41,711

Total current liabilities
11,174

 
253,967

 
613,517

 
(443,044
)
 
435,614

Long-term debt
919,270

 

 
1,665

 

 
920,935

Long-term intercompany accounts and notes payable
1,267,203

 
66,195

 

 
(1,333,398
)
 

Other long-term liabilities

 
76,955

 
45,202

 
(30,361
)
 
91,796

Total liabilities
2,197,647

 
397,117

 
660,384

 
(1,806,803
)
 
1,448,345

Total stockholders’ equity
4,359,679

 
6,540,081

 
2,320,651

 
(8,860,732
)
 
4,359,679

Total liabilities and stockholders’ equity
$
6,557,326

 
$
6,937,198

 
$
2,981,035

 
$
(10,667,535
)
 
$
5,808,024




23

Table of Contents

QORVO, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)


 
Condensed Consolidating Statement of Income and Comprehensive Income
 
Three Months Ended September 28, 2019
(in thousands)
Parent Company
 
Guarantor Subsidiaries
 
Non-Guarantor Subsidiaries
 
Eliminations and Reclassifications
 
Consolidated
Revenue
$

 
$
215,097

 
$
749,581

 
$
(157,980
)
 
$
806,698

Cost of goods sold

 
193,994

 
423,834

 
(134,712
)
 
483,116

Gross profit

 
21,103

 
325,747

 
(23,268
)
 
323,582

Operating expenses:
 
 
 
 
 
 
 
 

Research and development
7,113

 
(4,054
)
 
113,453

 
(898
)
 
115,614

Selling, general and administrative
13,763

 
44,710

 
51,819

 
(22,018
)
 
88,274

Other operating expense

 
4,497

 
2,418

 
12

 
6,927

Total operating expenses
20,876

 
45,153

 
167,690

 
(22,904
)
 
210,815

Income (loss) from operations
(20,876
)
 
(24,050
)
 
158,057

 
(364
)
 
112,767

Interest expense
(12,496
)
 
(577
)
 
(103
)
 
483

 
(12,693
)
Interest income

 
648

 
2,128

 
(484
)
 
2,292

Other (expense) income

 
(679
)
 
379

 

 
(300
)
Income (loss) before income taxes
(33,372
)
 
(24,658
)
 
160,461

 
(365
)
 
102,066

Income tax (expense) benefit
7,359

 
(4,183
)
 
(22,204
)
 

 
(19,028
)
Income in subsidiaries
109,051

 
138,256

 

 
(247,307
)
 

Net income
$
83,038

 
$
109,415

 
$
138,257

 
$
(247,672
)
 
$
83,038

 
 
 
 
 
 
 
 
 
 
Comprehensive income
$
82,061

 
$
109,510

 
$
136,942

 
$
(246,452
)
 
$
82,061

 
Condensed Consolidating Statement of Income and Comprehensive Income
 
Three Months Ended September 29, 2018
(in thousands)
Parent Company
 
Guarantor Subsidiaries
 
Non-Guarantor Subsidiaries
 
Eliminations and Reclassifications
 
Consolidated
Revenue
$

 
$
236,631

 
$
825,844

 
$
(178,032
)
 
$
884,443

Cost of goods sold

 
207,221

 
476,256

 
(152,548
)
 
530,929

Gross profit

 
29,410

 
349,588

 
(25,484
)
 
353,514

Operating expenses:
 
 
 
 
 
 
 
 
 
Research and development
6,910

 
7,340

 
103,671

 
(1,173
)
 
116,748

Selling, general and administrative
13,876

 
58,924

 
91,399

 
(24,692
)
 
139,507

Other operating expense (income)
119

 
(2,192
)
 
8,458

 
397

 
6,782

Total operating expenses
20,905

 
64,072

 
203,528

 
(25,468
)
 
263,037

Income (loss) from operations
(20,905
)
 
(34,662
)
 
146,060

 
(16
)
 
90,477

Interest expense
(9,400
)
 
(522
)
 
(160
)
 
393

 
(9,689
)
Interest income

 
477

 
1,495

 
(392
)
 
1,580

Other (expense) income
(48,779
)
 
798

 
(1,551
)
 

 
(49,532
)
Income (loss) before income taxes
(79,084
)
 
(33,909
)
 
145,844

 
(15
)
 
32,836

Income tax (expense) benefit
25,920

 
(20,470
)
 
(6,202
)
 

 
(752
)
Income in subsidiaries
85,248

 
139,642

 

 
(224,890
)
 

Net income
$
32,084

 
$
85,263

 
$
139,642

 
$
(224,905
)
 
$
32,084

 
 
 
 
 
 
 
 
 
 
Comprehensive income
$
32,012

 
$
85,347

 
$
139,472

 
$
(224,819
)
 
$
32,012


24

Table of Contents

QORVO, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)


 
Condensed Consolidating Statement of Income and Comprehensive Income
 
Six Months Ended September 28, 2019
(in thousands)
Parent Company
 
Guarantor Subsidiaries
 
Non-Guarantor Subsidiaries
 
Eliminations and Reclassifications
 
Consolidated
Revenue
$

 
$
472,039

 
$
1,474,695

 
$
(364,438
)
 
$
1,582,296

Cost of goods sold

 
437,864

 
843,949

 
(317,388
)
 
964,425

Gross profit

 
34,175

 
630,746

 
(47,050
)
 
617,871

Operating expenses:
 
 
 
 
 
 
 
 
 
Research and development
14,002

 
11,529

 
210,721

 
(1,718
)
 
234,534

Selling, general and administrative
31,827

 
94,992

 
95,643

 
(45,209
)
 
177,253

Other operating expense

 
19,321

 
18,960

 
(190
)
 
38,091

Total operating expenses
45,829

 
125,842

 
325,324

 
(47,117
)
 
449,878

Income (loss) from operations
(45,829
)
 
(91,667
)
 
305,422

 
67

 
167,993

Interest expense
(24,085
)
 
(1,069
)
 
(278
)
 
875

 
(24,557
)
Interest income

 
1,406

 
4,707

 
(875
)
 
5,238

Other expense

 
(107
)
 
(1,304
)
 

 
(1,411
)
Income (loss) before income taxes
(69,914
)
 
(91,437
)
 
308,547

 
67

 
147,263

Income tax (expense) benefit
15,165

 
(1,443
)
 
(38,406
)
 

 
(24,684
)
Income in subsidiaries
177,328

 
270,140

 

 
(447,468
)
 

Net income
$
122,579

 
$
177,260

 
$
270,141

 
$
(447,401
)
 
$
122,579

 
 
 
 
 
 
 
 
 
 
Comprehensive income
$
121,545

 
$
177,355

 
$
268,833

 
$
(446,188
)
 
$
121,545

 
Condensed Consolidating Statement of Income and Comprehensive (Loss) Income
 
Six Months Ended September 29, 2018
(in thousands)
Parent Company
 
Guarantor Subsidiaries
 
Non-Guarantor Subsidiaries
 
Eliminations and Reclassifications
 
Consolidated
Revenue
$

 
$
468,570

 
$
1,451,805

 
$
(343,262
)
 
$
1,577,113

Cost of goods sold

 
397,532

 
885,953

 
(296,619
)
 
986,866

Gross profit

 
71,038

 
565,852

 
(46,643
)
 
590,247

Operating expenses:
 
 
 
 
 
 
 
 
 
Research and development
13,311

 
10,619

 
206,119

 
(2,398
)
 
227,651

Selling, general and administrative
26,671

 
116,880

 
177,778

 
(45,892
)
 
275,437

Other operating expense
269

 
5,748

 
9,512

 
368

 
15,897

Total operating expenses
40,251

 
133,247

 
393,409

 
(47,922
)
 
518,985

Income (loss) from operations
(40,251
)
 
(62,209
)
 
172,443

 
1,279

 
71,262

Interest expense
(23,442
)
 
(1,059
)
 
(321
)
 
780

 
(24,042
)
Interest income

 
2,883

 
2,870

 
(779
)
 
4,974

Other (expense) income
(82,152
)
 
1,126

 
(461
)
 

 
(81,487
)
(Loss) income before income taxes
(145,845
)
 
(59,259
)
 
174,531

 
1,280

 
(29,293
)
Income tax benefit (expense)
37,374

 
(3,666
)
 
(2,324
)
 

 
31,384

Income in subsidiaries
110,562

 
172,207

 

 
(282,769
)
 

Net income
$
2,091

 
$
109,282

 
$
172,207

 
$
(281,489
)
 
$
2,091

 
 
 
 
 
 
 
 
 
 
Comprehensive (loss) income
$
(165
)
 
$
109,371

 
$
169,727

 
$
(279,098
)
 
$
(165
)


25

Table of Contents

QORVO, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)



 
Condensed Consolidating Statement of Cash Flows
 
Six Months Ended September 28, 2019
(in thousands)
Parent Company
 
Guarantor Subsidiaries
 
Non-Guarantor Subsidiaries
 
Eliminations and Reclassifications
 
Consolidated
Net cash provided by (used in) operating activities
$
166,127

 
$
(144,146
)
 
$
408,549

 
$

 
$
430,530

Investing activities:
 
 
 
 
 
 
 
 
 
Purchase of property and equipment

 
(75,365
)
 
(12,973
)
 

 
(88,338
)
Purchase of a business, net of cash acquired

 

 
(299,673
)
 

 
(299,673
)
Proceeds from sale of available-for-sale debt securities

 
1,950

 

 

 
1,950

Other investing activities

 
(1,748
)
 
506

 

 
(1,242
)
Net transactions with related parties

 
28,086

 

 
(28,086
)
 

Net cash used in investing activities

 
(47,077
)
 
(312,140
)
 
(28,086
)
 
(387,303
)
Financing activities:
 
 
 
 
 
 
 
 

Proceeds from borrowings
100,000

 

 

 

 
100,000

Repurchase of common stock, including transaction costs
(265,105
)
 

 

 

 
(265,105
)
Proceeds from the issuance of common stock
20,205

 

 

 

 
20,205

Tax withholding paid on behalf of employees for restricted stock units
(20,545
)
 

 

 

 
(20,545
)
Other financing activities
(682
)
 

 
(150
)
 

 
(832
)
Net transactions with related parties

 
39,423

 
(67,509
)
 
28,086

 

Net cash (used in) provided by financing activities
(166,127
)
 
39,423

 
(67,659
)
 
28,086

 
(166,277
)
Effect of exchange rate changes on cash

 

 
(1,091
)
 

 
(1,091
)
Net (decrease) increase in cash, cash equivalents and restricted cash

 
(151,800
)
 
27,659

 

 
(124,141
)
Cash, cash equivalents and restricted cash at the beginning of the period

 
231,865

 
479,517

 

 
711,382

Cash, cash equivalents and restricted cash at the end of the period
$

 
$
80,065

 
$
507,176

 
$

 
$
587,241

 
 
 
 
 
 
 
 
 
 


26

Table of Contents

QORVO, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)


 
Condensed Consolidating Statement of Cash Flows
 
Six Months Ended September 29, 2018
(in thousands)
Parent Company
 
Guarantor Subsidiaries
 
Non-Guarantor Subsidiaries
 
Eliminations and Reclassifications
 
Consolidated
Net cash provided by (used in) operating activities
$
522,959

 
$
(548,315
)
 
$
315,152

 
$

 
$
289,796

Investing activities:
 
 
 
 
 
 
 
 
 
Purchase of property and equipment

 
(95,897
)
 
(17,769
)
 

 
(113,666
)
Purchase of available-for-sale debt securities

 
(132,729
)
 

 

 
(132,729
)
Proceeds from maturities and sales of available-for-sale debt securities

 
133,132

 

 

 
133,132

Other investing activities

 
(1,086
)
 
(18,406
)
 

 
(19,492
)
Net transactions with related parties

 
110,047

 

 
(110,047
)
 

Net cash (used in) provided by investing activities

 
13,467

 
(36,175
)
 
(110,047
)
 
(132,755
)
Financing activities:
 
 
 
 
 
 
 
 

Repurchase of debt
(954,745
)
 

 

 

 
(954,745
)
Proceeds from debt issuances
631,300

 

 

 

 
631,300

Repurchase of common stock, including transaction costs
(186,682
)
 

 

 

 
(186,682
)
Proceeds from the issuance of common stock
18,406

 

 

 

 
18,406

Tax withholding paid on behalf of employees for restricted stock units
(24,181
)
 

 

 

 
(24,181
)
Other financing activities
(7,057
)
 

 

 

 
(7,057
)
Net transactions with related parties

 
686

 
(110,733
)
 
110,047

 

Net cash (used in) provided by financing activities
(522,959
)
 
686

 
(110,733
)
 
110,047

 
(522,959
)
Effect of exchange rate changes on cash

 

 
(2,216
)
 

 
(2,216
)
Net (decrease) increase in cash, cash equivalents and restricted cash

 
(534,162
)
 
166,028

 

 
(368,134
)
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
$

 
$
95,152

 
$
463,116

 
$

 
$
558,268



15. SUBSEQUENT EVENTS

Senior Notes due 2029
On September 30, 2019, the Company issued $350.0 million aggregate principal amount of its 4.375% senior notes due 2029 (the “2029 Notes”). The 2029 Notes pay interest semi-annually on April 15 and October 15 at a rate of 4.375% per annum. The 2029 Notes will mature on October 15, 2029, unless earlier redeemed in accordance with their terms.

The 2029 Notes were sold in a private offering to certain institutions that then resold the 2029 Notes in the United States to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act, and to certain non-U.S. persons in accordance with Regulation S under the Securities Act. The Company intends to use the net proceeds of the offering for general corporate purposes. The 2029 Notes are senior unsecured obligations of the Company and are initially guaranteed, jointly and severally, by each of the Guarantors.


27

Table of Contents

QORVO, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)


The 2029 Notes were issued pursuant to an indenture, dated as of September 30, 2019 (the “2019 Indenture”), by and among the Company, the Guarantors and MUFG Union Bank, N.A., as trustee. The 2019 Indenture contains customary events of default, including payment default, exchange default, failure to provide certain notices thereunder and certain provisions related to bankruptcy events. The 2019 Indenture also contains customary negative covenants.

At any time prior to October 15, 2024, the Company may redeem all or part of the 2029 Notes, at a redemption price equal to their principal amount, plus a “make-whole” premium as of the redemption date, and accrued and unpaid interest. In addition, at any time prior to October 15, 2024, the Company may redeem up to 35% of the original aggregate principal amount of the 2029 Notes with the proceeds of one or more equity offerings, at a redemption price equal to 104.375%, plus accrued and unpaid interest. Furthermore, at any time on or after October 15, 2024, the Company may redeem the 2029 Notes, in whole or in part, at the redemption prices specified in the 2019 Indenture, plus accrued and unpaid interest.

The 2029 Notes have not been registered under the Securities Act, or any state securities laws, and, unless so registered, may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws.

In connection with the offering of the 2029 Notes, the Company entered into a Registration Rights Agreement, dated as of September 30, 2019 (the “Registration Rights Agreement”), by and among the Company and the Guarantors, on the one hand, and BofA Securities, Inc., as representative of the initial purchasers of the 2029 Notes, on the other hand.

Under the Registration Rights Agreement, the Company and the Guarantors have agreed to use their commercially reasonable efforts to (i) file with the SEC a registration statement (the “Exchange Offer Registration Statement”) relating to the registered exchange offer (the “Exchange Offer”) to exchange the 2029 Notes for a new series of the Company’s exchange notes having terms substantially identical in all material respects to, and in the same aggregate principal amount as, the 2029 Notes; (ii) cause the Exchange Offer Registration Statement to be declared effective by the SEC; and (iii) cause the Exchange Offer to be consummated no later than the 360th day after September 30, 2019 (or if such 360th day is not a business day, the next succeeding business day). The Company and the Guarantors have also agreed to use their commercially reasonable efforts to cause the Exchange Offer Registration Statement to be effective continuously and keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to consummate the Exchange Offer.

Under certain circumstances, the Company and the Guarantors have agreed to use their commercially reasonable efforts to (i) file a shelf registration statement relating to the resale of the 2029 Notes as promptly as practicable, and (ii) cause the shelf registration statement to be declared effective by the SEC as promptly as practicable. The Company and the Guarantors have also agreed to use their commercially reasonable efforts to keep the shelf registration statement continuously effective until one year after its effective date (or such shorter period that will terminate when all the 2029 Notes covered thereby have been sold pursuant thereto).

If the Company fails to meet any of these targets, the annual interest rate on the 2029 Notes will increase by 0.25% during the 90-day period following the default, and will increase by an additional 0.25% for each subsequent 90-day period during which the default continues, up to a maximum additional interest rate of 1.00% per year. If the Company cures the default, the interest rate on the 2029 Notes will revert to the original level.

Cavendish Kinetics Limited Acquisition
On October 4, 2019, the Company completed the acquisition of the entire issued and outstanding capital of Cavendish for a cash purchase price of approximately $203.0 million, subject to customary purchase price adjustments. Cavendish is a private supplier of high-performance RF microelectromechanical system ("MEMS") technology for antenna tuning applications and will become part of the Company's MP operating segment. As a result of the acquisition, RF MEMS technology will be advanced for applications across the Company's products and the technology will be transitioned into high-volume manufacturing for mobile devices and other markets.

Share Repurchase Program
On October 31, 2019, the Company announced that its Board of Directors authorized a new share repurchase program to repurchase up to $1.0 billion of the Company's outstanding common stock, which includes approximately $117.0 million authorized under the prior program terminated concurrent with the new authorization. Under this new program, share

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QORVO, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)


repurchases will be made in accordance with applicable securities laws on the open market or in privately negotiated transactions. The extent to which the Company repurchases its shares, the number of shares and the timing of any repurchases will depend on general market conditions, regulatory requirements, alternative investment opportunities and other considerations. The program does not require the Company to repurchase a minimum number of shares, does not have a fixed term, and may be modified, suspended or terminated at any time without prior notice.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q includes "forward-looking statements" within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements about our plans, objectives, representations and contentions, and are not historical facts and typically are identified by use of terms such as "may," "will," "should," "could," "expect," "plan," "anticipate," "believe," "estimate," "predict," "potential," "continue" and similar words, although some forward-looking statements are expressed differently. You should be aware that the forward-looking statements included herein represent management's current judgment and expectations, but our actual results, events and performance could differ materially from those expressed or implied by forward-looking statements. We do not intend to update any of these forward-looking statements or publicly announce the results of any revisions to these forward-looking statements, other than as is required under U.S. federal securities laws. Our business is subject to numerous risks and uncertainties, including those relating to fluctuations in our operating results; our substantial dependence on developing new products and achieving design wins; our dependence on a few large customers for a substantial portion of our revenue; a loss of revenue if contracts with the United States government or defense and aerospace contractors are canceled or delayed or if defense spending is reduced; our dependence on third parties; risks related to sales through distributors; risks associated with the operation of our manufacturing facilities; business disruptions; poor manufacturing yields; increased inventory risks and costs due to timing of customer forecasts; our inability to effectively manage or maintain evolving relationships with platform providers; risks from international sales and operations; economic regulation in China; changes in government trade policies, including imposition of tariffs and export restrictions; our ability to implement innovative technologies; underutilization of manufacturing facilities as a result of industry overcapacity; we may not be able to borrow funds under our credit facility or secure future financing; we may not be able to generate sufficient cash to service all of our debt; restrictions imposed by the agreements governing our debt; volatility in the price of our common stock; damage to our reputation or brand; fluctuations in the amount and frequency of our stock repurchases; our acquisitions and other strategic investments, including our recent acquisitions of Active-Semi International, Inc. ("Active-Semi") and Cavendish Kinetics Limited ("Cavendish"), could fail to achieve financial or strategic objectives; our ability to attract, retain and motivate key employees; our reliance on our intellectual property portfolio; claims of infringement of third-party intellectual property rights; security breaches and other similar disruptions compromising our information; theft, loss or misuse of personal data by or about our employees, customers or third parties; warranty claims, product recalls and product liability; and risks associated with environmental, health and safety regulations and climate change. These and other risks and uncertainties, which are described in more detail in our most recent Annual Report on Form 10-K and in other reports and statements that we file with the SEC, could cause actual results and developments to be materially different from those expressed or implied by any of these forward-looking statements.

OVERVIEW

Company

The following Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") is intended to help the reader understand the consolidated results of operations and financial condition of Qorvo. MD&A is provided as a supplement to, and should be read in conjunction with, our Condensed Consolidated Financial Statements and accompanying Notes to Condensed Consolidated Financial Statements.

Qorvo® is a product and technology leader at the forefront of the growing global demand for always-on connectivity. We combine a broad portfolio of innovative radio frequency ("RF") solutions, highly differentiated semiconductor technologies, systems-level expertise and global manufacturing scale to supply a diverse group of customers in expanding markets, including smartphones and other mobile devices, defense and aerospace, Wi-Fi customer premises equipment, cellular base stations, and multiple Internet of Things ("IoT") applications including the smart home and connected car. Within these markets, our products enable a broad range of leading-edge applications – from very-high-power wired and wireless infrastructure solutions to ultra-low-power smart home solutions. Our products and technologies help transform how people around the world access their data, transact commerce and interact with their communities.

We design, develop, manufacture and market our products to leading U.S. and international original equipment manufacturers and original design manufacturers in the following operating segments:

Mobile Products (MP) - MP is a global supplier of cellular RF and Wi-Fi solutions for a variety of mobile devices, including smartphones, wearables, laptops, tablets and cellular-based applications for the IoT.

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Infrastructure and Defense Products (IDP) - IDP is a global supplier of RF, system-on-a-chip and power management solutions for cellular base station, smart home, IoT and other wireless communications, defense, automotive and multiple analog power management applications.  

As of September 28, 2019, our reportable segments are MP and IDP. These business segments are based on the organizational structure and information reviewed by our Chief Executive Officer, who is our chief operating decision maker ("CODM"), and are managed separately based on the end markets and applications they support. The CODM allocates resources and evaluates the performance of each operating segment primarily based on non-GAAP operating income (see Note 11 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this report for additional information regarding our operating segments).

SECOND QUARTER FISCAL 2020 FINANCIAL HIGHLIGHTS:

Quarterly revenue decreased 8.8% as compared to the second quarter of fiscal 2019, primarily due to lower shipments of our mobile products and base station products to Huawei Technologies Co., Ltd. and its affiliates ("Huawei") as well as lower demand for our mobile products in support of our customers based in China. These decreases were partially offset by increased revenue resulting from higher demand for marquee smartphones experienced by our largest end customer as well as higher demand from a Korea-based customer.

Gross margin for the second quarter of fiscal 2020 was 40.1% as compared to 40.0% for the second quarter of fiscal 2019, with gross margin improvements related to lower intangible amortization expense and favorable changes in product mix being offset by lower factory utilization and increased restructuring charges.

Operating income was $112.8 million for the second quarter of fiscal 2020 as compared to operating income of $90.5 million for the second quarter of fiscal 2019. This increase was primarily due to lower operating expenses, partially offset by lower revenue.

Capital expenditures decreased to $38.0 million for the second quarter of fiscal 2020 as compared to $70.1 million for the second quarter of fiscal 2019. Our capital expenditures in the second quarter of fiscal 2020 were primarily strategic investments in premium filter capacity and gallium nitride ("GaN") technology capabilities.

During the second quarter of fiscal 2020, we repurchased approximately 2.3 million shares of our common stock for approximately $165.0 million.


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RESULTS OF OPERATIONS

Consolidated

The following table presents a summary of our results of operations for the three and six months ended September 28, 2019 and September 29, 2018 (in thousands, except percentages): 
 
Three Months Ended
                      
September 28,
2019
 
% of
Revenue
 
September 29,
2018
 
% of
Revenue
 
Increase (Decrease)
 
Percentage
Change
Revenue
$
806,698

 
100.0
%
 
$
884,443

 
100.0
%
 
$
(77,745
)
 
(8.8
)%
Cost of goods sold
483,116

 
59.9

 
530,929

 
60.0

 
(47,813
)
 
(9.0
)
Gross profit
323,582

 
40.1

 
353,514

 
40.0

 
(29,932
)
 
(8.5
)
Research and development
115,614

 
14.3

 
116,748

 
13.2

 
(1,134
)
 
(1.0
)
Selling, general and administrative
88,274

 
10.9

 
139,507

 
15.8

 
(51,233
)
 
(36.7
)
Other operating expense
6,927

 
0.9

 
6,782

 
0.8

 
145

 
2.1

Operating income
$
112,767

 
14.0
%
 
$
90,477

 
10.2
%
 
$
22,290

 
24.6
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
Six Months Ended
 
September 28, 2019
 
% of Revenue
 
September 29, 2018
 
% of Revenue
 
Increase (Decrease)
 
Percentage Change
Revenue
$
1,582,296

 
100.0
%
 
$
1,577,113

 
100.0
%
 
$
5,183

 
0.3
 %
Cost of goods sold
964,425

 
61.0

 
986,866

 
62.6

 
(22,441
)
 
(2.3
)
Gross profit
617,871

 
39.0

 
590,247

 
37.4

 
27,624

 
4.7

Research and development
234,534

 
14.8

 
227,651

 
14.4

 
6,883

 
3.0

Selling, general and administrative
177,253

 
11.2

 
275,437

 
17.5

 
(98,184
)
 
(35.6
)
Other operating expense
38,091

 
2.4

 
15,897

 
1.0

 
22,194

 
139.6

Operating income
$
167,993

 
10.6
%
 
$
71,262

 
4.5
%
 
$
96,731

 
135.7
 %
 
 
 
 
 
 
 
 
 
 
 
 
Revenue decreased for the three months ended September 28, 2019, as compared to the three months ended September 29, 2018, primarily due to lower shipments of our mobile products and base station products to Huawei as well as lower demand for our mobile products in support of our customers based in China. These decreases were partially offset by increased revenue resulting from higher demand for marquee smartphones experienced by our largest end customer as well as higher demand from a Korea-based customer.

Revenue was flat for the six months ended September 28, 2019, as compared to the six months ended September 29, 2018, with increased revenue resulting from higher demand for marquee smartphones experienced by our largest end customer as well as higher demand from a Korea-based customer, being offset by lower demand for our mobile products in support of customers based in China.

During the six months ended September 28, 2019, we temporarily suspended shipments of products to Huawei after the Bureau of Industry and Security ("BIS") of the U.S. Department of Commerce added Huawei Technologies Co., Ltd. and over 100 of its affiliates to the BIS's Entity List.  Eventually, we restarted shipments from outside the U.S. of certain foreign-made products that are not subject to the Export Administration Regulations ("EAR") to Huawei in compliance with the BIS order. We have also applied for a license to ship other products that are subject to the EAR, as required by the rules governing the Entity List.

Consistent with our prior disclosure, we recognized significantly lower sales to Huawei in the three months ended September 28, 2019 (approximately 5.0% of our total revenue) as compared to the three months ended June 29, 2019 (approximately 22.0% of our total revenue).

Gross margin was flat for the three months ended September 28, 2019 as compared to the three months ended September 29, 2018, with gross margin improvements related to lower intangible amortization expense and favorable changes in product mix being offset by lower factory utilization and increased restructuring charges.

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Gross margin for the six months ended September 28, 2019 was 39.0%, as compared to 37.4% the six months ended September 29, 2018. This increase was primarily due to lower intangible amortization expense, favorable changes in product mix and lower manufacturing costs, partially offset by increased restructuring charges, average selling price erosion and lower factory utilization.

Operating Expenses

Research and development expense was relatively flat for the three months ended September 28, 2019 as compared to the three months ended September 29, 2018, with lower product development spend being partially offset by the addition of Active-Semi expenses. Research and development expense increased $6.9 million, or 3.0%, for the six months ended September 28, 2019 as compared to the six months ended September 29, 2018, primarily due to higher personnel costs and the addition of Active-Semi expenses, partially offset by lower product development spend.

Selling, general and administrative expense decreased $51.2 million, or 36.7%, for the three months ended September 28, 2019 as compared to the three months ended September 29, 2018, primarily due to lower intangible amortization. Selling, general and administrative expense decreased $98.2 million, or 35.6%, for the six months ended September 28, 2019 as compared to the six months ended September 29, 2018, primarily due to lower intangible amortization, partially offset by higher personnel costs and the addition of Active-Semi expenses.

Other operating expense was flat for the three months ended September 28, 2019 as compared to the three months ended September 29, 2018. Other operating expense increased $22.2 million for the six months ended September 28, 2019 as compared to the six months ended September 29, 2018, primarily due to expenses related to the acquisition of Active-Semi as well as restructuring expenses. These costs were partially offset by lower start-up costs as compared to the six months ended September 29, 2018.

Segment Product Revenue, Operating Income and Operating Income as a Percentage of Revenue

Mobile Products
 
 
Three Months Ended
(In thousands, except percentages)
 
September 28,
2019
 
September 29,
2018
 
Decrease
 
Percentage
Change
Revenue
 
$
623,106

 
$
666,539

 
$
(43,433
)
 
(6.5
)%
Operating income
 
193,431

 
196,948

 
(3,517
)
 
(1.8
)
Operating income as a % of revenue
 
31.0
%
 
29.5
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Six Months Ended
(In thousands, except percentages)
 
September 28,
2019
 
September 29,
2018
 
Increase
 
Percentage
Change
Revenue
 
$
1,179,359

 
$
1,152,618

 
$
26,741

 
2.3
 %
Operating income
 
333,366

 
286,119

 
47,247

 
16.5

Operating income as a % of revenue
 
28.3
%
 
24.8
%
 
 
 
 

MP revenue decreased $43.4 million, or 6.5%, for the three months ended September 28, 2019 as compared to the three months ended September 29, 2018, primarily due to lower shipments to Huawei as well as lower demand for our mobile products in support of customers based in China. These decreases were partially offset by increased revenue resulting from higher demand for marquee smartphones experienced by our largest end customer as well as higher demand from a Korea-based customer.

MP revenue increased $26.7 million, or 2.3%, for the six months ended September 28, 2019 as compared to the six months ended September 29, 2018, primarily due to increased revenue resulting from higher demand for marquee smartphones experienced by our largest end customer as well as higher demand from a Korea-based customer as well as higher demand from Huawei (which resulted from content expansion). These increases were partially offset by lower demand for our mobile products in support of customers based in China.

MP operating income as a percentage of revenue was relatively flat for the three months ended September 28, 2019 as compared to the three months ended September 29, 2018.


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MP operating income increased $47.2 million, or 16.5%, for the six months ended September 28, 2019 as compared to the six months ended September 29, 2018, primarily due to higher gross margin, lower operating expenses and higher revenue. Gross margin was positively impacted by favorable changes in product mix and lower manufacturing costs, partially offset by average selling price erosion and lower factory utilization. Operating expenses decreased primarily due to lower personnel related costs and lower product development spend.

Infrastructure and Defense Products
 

Three Months Ended
(In thousands, except percentages)

September 28,
2019

September 29,
2018

Decrease

Percentage
Change
Revenue

$
183,592


$
217,904


$
(34,312
)

(15.7
)%
Operating income

14,969


56,311


(41,342
)

(73.4
)
Operating income as a % of revenue

8.2
%

25.8
%




 
 
 
 
 
 
 
 
 
 
 
Six Months Ended
(In thousands, except percentages)
 
September 28,
2019
 
September 29,
2018
 
Decrease
 
Percentage
Change
Revenue
 
$
402,937

 
$
424,495

 
$
(21,558
)
 
(5.1
)%
Operating income
 
65,093

 
111,515

 
(46,422
)
 
(41.6
)
Operating income as a % of revenue
 
16.2
%
 
26.3
%
 
 
 
 

IDP revenue decreased $34.3 million, or 15.7%, for the three months ended September 28, 2019 as compared to the three months ended September 29, 2018, primarily due to lower demand for our base station products from Huawei as well as lower demand for our Wi-Fi products. These decreases were partially offset by sales of our programmable power management products as a result of the acquisition of Active-Semi.

IDP revenue decreased $21.6 million, or 5.1%, for the six months ended September 28, 2019 as compared to the six months ended September 29, 2018, primarily due to lower demand for our Wi-Fi products, partially offset by sales of our programmable power management products as a result of the acquisition of Active-Semi.

IDP operating income decreased $41.3 million, or 73.4%, for the three months ended September 28, 2019 as compared to the three months ended September 29, 2018, primarily due to lower revenue, lower gross margin and higher operating expenses. Gross margin was negatively impacted by inventory charges and lower factory utilization. The increase in operating expenses was primarily due to higher personnel costs and the addition of Active-Semi expenses.

IDP operating income decreased $46.4 million, or 41.6%, for the six months ended September 28, 2019 as compared to the six months ended September 29, 2018, primarily due to higher operating expenses, lower gross margin and lower revenue. The increase in operating expenses was primarily due to higher personnel costs and the addition of Active-Semi expenses. Gross margin was negatively impacted by inventory charges and lower factory utilization.
   
See Note 11 of the Notes to Condensed Consolidated Financial Statements for a reconciliation of segment operating income to the consolidated operating income for the three and six months ended September 28, 2019 and September 29, 2018.

OTHER (EXPENSE) INCOME AND INCOME TAXES
 
 
Three Months Ended
 
Six Months Ended
(In thousands)                
 
September 28,
2019
 
September 29,
2018
 
September 28,
2019
 
September 29,
2018
Interest expense
 
$
(12,693
)
 
$
(9,689
)
 
$
(24,557
)
 
$
(24,042
)
Interest income
 
2,292

 
1,580

 
5,238

 
4,974

Other expense
 
(300
)
 
(49,532
)
 
(1,411
)
 
(81,487
)
Income tax (expense) benefit
 
(19,028
)
 
(752
)
 
(24,684
)
 
31,384



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Interest Expense
During the three and six months ended September 28, 2019, we recorded interest expense of $14.0 million and $27.6 million, respectively, primarily related to the 5.50% senior notes due July 15, 2026 (the "2026 Notes"), which was partially offset by $1.3 million and $3.0 million, respectively, of capitalized interest.

During the three and six months ended September 29, 2018, we recorded interest expense of $11.5 million and $29.3 million, respectively, primarily related to the 6.75% senior notes due December 1, 2023 (the "2023 Notes"), the 7.00% senior notes due December 1, 2025 (the "2025 Notes") and the 2026 Notes, which was partially offset by $1.8 million and $5.3 million of capitalized interest.

Other Expense
During the three and six months ended September 29, 2018, we recorded a loss on debt extinguishment of $48.8 million and $82.2 million, respectively, in connection with certain purchases of the 2023 Notes and the 2025 Notes.

Income Taxes
Our provision for income taxes for the three and six months ended September 28, 2019 and September 29, 2018 was calculated by applying an estimate of the annual effective tax rate for the full fiscal year to “ordinary” income or loss (pre-tax income or loss excluding unusual or infrequently occurring discrete items) for those respective periods.

For the three and six months ended September 28, 2019, we recorded income tax expense of $19.0 million and $24.7 million, respectively, which was comprised primarily of tax expense related to international operations generating pre-tax book income and the reversal of the permanent reinvestment assertion with regards to unrepatriated foreign earnings, offset by a tax benefit related to domestic and international operations generating pre-tax book losses and domestic tax credits. For the three and six months ended September 29, 2018, we recorded income tax expense of $0.8 million and income tax benefit of $31.4 million, respectively, which was comprised primarily of tax benefit related to domestic and international operations generating pre-tax book losses, a tax incentive granted in Singapore and adjustments in the provisional estimates required by the Tax Cuts and Jobs Act, offset by a tax expense related to international operations generating pre-tax book income.

A valuation allowance remained against certain domestic and foreign net deferred tax assets as it is more likely than not that the related deferred tax assets will not be realized.

During the second quarter of fiscal 2020, we determined that we could no longer support a permanent reinvestment position on certain earnings previously subject to U.S. federal taxation at our foreign subsidiaries. This change was primarily a result of future cash flow projections outside the U.S. and implementation of a more centralized approach to cash management.

LIQUIDITY AND CAPITAL RESOURCES

Cash generated by operations is our primary source of liquidity. As of September 28, 2019, we had working capital of approximately $1,102.2 million, including $586.8 million in cash and cash equivalents, compared to working capital of approximately $1,249.2 million at March 30, 2019, including $711.0 million in cash and cash equivalents. The decrease in working capital was primarily due to the acquisition of Active-Semi. This decrease in working capital was partially offset by the $100.0 million draw on the Term Loan in the first quarter of fiscal 2020.

Our $586.8 million of total cash and cash equivalents as of September 28, 2019 includes approximately $503.5 million held by our foreign subsidiaries, of which $424.0 million is held by Qorvo International Pte. Ltd. in Singapore. If the undistributed earnings of our foreign subsidiaries are needed in the U.S., we may be required to pay state income and/or foreign local withholding taxes to repatriate these earnings. 

Stock Repurchases
During the six months ended September 28, 2019, we repurchased approximately 3.8 million shares of our common stock for approximately $265.1 million under our share repurchase program. As of September 28, 2019, $132.8 million remained available for repurchases under the program.

On October 31, 2019, we announced that our Board of Directors authorized a new share repurchase program. See Note 15 of the Notes to Condensed Consolidated Financial Statements for information regarding the new share repurchase program.


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Cash Flows from Operating Activities
Operating activities for the six months ended September 28, 2019 generated cash of $430.5 million, compared to $289.8 million for the six months ended September 29, 2018, primarily due to favorable changes in working capital driven by improvements in days sales outstanding as well as the timing of sales during the six months ended September 28, 2019.

Cash Flows from Investing Activities
Net cash used in investing activities was $387.3 million for the six months ended September 28, 2019, compared to $132.8 million for the six months ended September 29, 2018, primarily due to the acquisition of Active-Semi.

Cash Flows from Financing Activities
Net cash used in financing activities was $166.3 million for the six months ended September 28, 2019, compared to $523.0 million for the six months ended September 29, 2018. During the six months ended September 29, 2018, cash disbursed in connection with the retirement of all of the 2023 Notes and a majority of the 2025 Notes was partially offset by cash proceeds received from the issuance of the 2026 Notes. During the six months ended September 28, 2019, we drew $100.0 million on our Term Loan.

COMMITMENTS AND CONTINGENCIES

2023 Notes and 2025 Notes On November 19, 2015, we issued $450.0 million aggregate principal amount of the 2023 Notes and $550.0 million aggregate principal amount of the 2025 Notes. The 2023 Notes were, and the 2025 Notes are, senior unsecured obligations of the Company and guaranteed, jointly and severally, by certain of our U.S. subsidiaries (the "Guarantors"). With respect to the 2023 Notes, interest was payable semi-annually on June 1 and December 1 of each year at a rate of 6.75% per annum, and with respect to the 2025 Notes, interest is payable on June 1 and December 1 of each year at a rate of 7.00% per annum. We paid no interest on the 2025 Notes during the three months ended September 28, 2019 and we paid interest of $0.8 million on the 2025 Notes during the six months ended September 28, 2019. Interest paid on the 2023 Notes and the 2025 Notes during the three and six months ended September 29, 2018 was $7.3 million and $41.5 million, respectively.

In fiscal years 2018 and 2019, we retired all of the issued and outstanding 2023 Notes and $526.6 million of the 2025 Notes.  As of September 28, 2019, an aggregate principal amount of $23.4 million of the 2025 Notes remained outstanding.

See Note 7 of the Notes to Condensed Consolidated Financial Statements for additional information regarding the 2023 Notes and the 2025 Notes.

2026 Notes On July 16, 2018, we issued $500.0 million aggregate principal amount of the 2026 Notes (the "Initial 2026 Notes"). On August 28, 2018 and March 5, 2019, we completed offerings of an additional $130.0 million and $270.0 million, respectively, aggregate principal amount of such notes (together, the "Additional 2026 Notes", and together with the Initial 2026 Notes, the "2026 Notes"). The 2026 Notes are senior unsecured obligations of the Company and are guaranteed, jointly and severally, by each of the Guarantors. Interest on the 2026 Notes is payable on January 15 and July 15 of each year at a rate of 5.50% per annum. Interest paid on the 2026 Notes during the three and six months ended September 28, 2019 was $24.8 million.

In connection with the offerings of the 2026 Notes, we agreed to provide the holders of the 2026 Notes with an opportunity to exchange the 2026 Notes for registered notes having terms substantially identical to the 2026 Notes. On June 25, 2019, we completed the exchange offer, in which all of the privately placed 2026 Notes were exchanged for new notes that have been registered under the Securities Act of 1933, as amended (the "Securities Act").

See Note 7 of the Notes to Condensed Consolidated Financial Statements for additional information regarding the 2026 Notes.

2029 Notes On September 30, 2019, we issued $350.0 million aggregate principal amount of the 4.375% senior notes due October 15, 2029 (the "2029 Notes"). The 2029 Notes were sold in a private offering to certain institutions that then resold the 2029 Notes in the United States to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act and to certain non-U.S. persons in accordance with Regulation S under the Securities Act. We intend to use the net proceeds of the offering for general corporate purposes. The 2029 Notes are senior unsecured obligations of the Company and are guaranteed, jointly and severally, by each of the Guarantors.

Interest on the 2029 Notes is payable on October 15 and April 15 of each year at a rate of 4.375% per annum.

See Note 15 of the Notes to Condensed Consolidated Financial Statements for additional information regarding the 2029 Notes.

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Credit Agreement On December 5, 2017, we and the Guarantors entered into a five-year unsecured senior credit facility with Bank of America, N.A., as administrative agent, swing line lender, and L/C issuer, and a syndicate of lenders (the “Credit Agreement”). On the same date, in connection with the execution of the Credit Agreement, we terminated our prior credit agreement, dated April 7, 2015.

The Credit Agreement includes a senior delayed draw term loan of up to $400.0 million (the "Term Loan") and a $300.0 million revolving line of credit (the "Revolving Facility", together with the Term Loan, the "Credit Facility"). On the closing date, $100.0 million of the Term Loan was funded, and this amount was subsequently repaid in March 2018. On June 17, 2019, we drew $100.0 million of the Term Loan, with the remaining $200.0 million available, at our discretion, in a final draw. Subsequent amendments to the Credit Agreement have, among other things, extended the delayed draw availability period to December 31, 2019. The Revolving Facility includes a $25.0 million sublimit for the issuance of standby letters of credit and a $10.0 million sublimit for swing line loans. We may request at any time that the Credit Facility be increased up to $300.0 million. The Credit Facility is available to finance working capital, capital expenditures and other corporate purposes. Our obligations under the Credit Agreement are jointly and severally guaranteed by the Guarantors. Outstanding amounts are due in full on the maturity date of December 5, 2022 (with amounts borrowed under the swing line option due in full no later than ten business days after such loan is made). During the three and six months ended September 28, 2019, there were no borrowings under the Revolving Facility. Interest paid on the Term Loan during the three and six months ended September 28, 2019 was $0.9 million.

The Credit Agreement contains various conditions, covenants and representations with which we must be in compliance in order to borrow funds and to avoid an event of default. As of September 28, 2019, we were in compliance with all the financial covenants under the Credit Agreement.

See Note 7 of the Notes to Condensed Consolidated Financial Statements for additional information regarding the Credit Agreement.

Capital Commitments At September 28, 2019, we had capital commitments of approximately $52.2 million primarily for projects related to GaN technology capabilities, premium filter capacity and manufacturing cost savings initiatives, as well as for equipment replacements and general corporate purposes.

Future Sources of Funding Our future capital requirements may differ materially from those currently anticipated and will depend on many factors, including market acceptance of and demand for our products, acquisition opportunities, technological advances and our relationships with suppliers and customers. Based on current and projected levels of cash flow from operations, coupled with our existing cash and cash equivalents and our Credit Facility, we believe that we have sufficient liquidity to meet both our short-term and long-term cash requirements. However, if there is a significant decrease in demand for our products, or in the event that growth is faster than we anticipate, operating cash flows may be insufficient to meet our needs. If existing resources and cash from operations are not sufficient to meet our future requirements or if we perceive conditions to be favorable, we may seek additional debt or equity financing. We cannot be sure that any additional equity or debt financing will not be dilutive to holders of our common stock. Further, we cannot be sure that additional equity or debt financing, if required, will be available on favorable terms, if at all.

Legal We are involved in various legal proceedings and claims that have arisen in the ordinary course of business that have not been fully adjudicated. These actions, when finally concluded and determined, will not, in the opinion of management, have a material adverse effect on our consolidated financial position or results of operations.

Taxes We are subject to income and other taxes in the United States and in numerous foreign jurisdictions. Our domestic and foreign tax liabilities are subject to the allocation of revenues and expenses in different jurisdictions. Additionally, the amount of taxes paid is subject to our interpretation of applicable tax laws in the jurisdictions in which we operate. We are subject to audits by tax authorities. While we endeavor to comply with all applicable tax laws, there can be no assurance that a governing tax authority will not have a different interpretation of the law than we do or that we will comply in all respects with applicable tax laws, which could result in additional taxes. There can be no assurance that the outcomes from tax audits will not have an adverse effect on our results of operations in the period during which the review is conducted.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

There have been no material changes to our market risk exposures during the second quarter of fiscal 2020. For a discussion of our exposure to market risk, refer to Item 7A, “Quantitative and Qualitative Disclosures About Market Risk,” contained in Qorvo's Annual Report on Form 10-K for the fiscal year ended March 30, 2019.

ITEM 4. CONTROLS AND PROCEDURES.

As of the end of the period covered by this report, the Company’s management, with the participation of the Company’s Chief Executive Officer (CEO) and the Chief Financial Officer (CFO), evaluated the effectiveness of the Company’s disclosure controls and procedures in accordance with Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, our CEO and CFO concluded that the Company’s disclosure controls and procedures were effective, as of such date, to enable the Company to record, process, summarize and report in a timely manner the information that the Company is required to disclose in its Exchange Act reports, and to accumulate and communicate such information to management, including the Company’s CEO and the CFO, as appropriate, to allow timely decisions regarding required disclosure.

There were no changes to our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended September 28, 2019 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II — OTHER INFORMATION
ITEM 1A. RISK FACTORS.

In addition to the other information set forth in this report and in our other reports and statements that we file with the SEC, including our quarterly reports on Form 10-Q, careful consideration should be given to the factors discussed in Part I, Item 1A., “Risk Factors” in Qorvo's Annual Report on Form 10-K for the fiscal year ended March 30, 2019, which could materially affect our business, financial condition or future results. The risks described in Qorvo's Annual Report on Form 10-K for the fiscal year ended March 30, 2019 are not the only risks that we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.


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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

(c) Issuer Purchases of Equity Securities

Purchases of Equity Securities

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
June 30, 2019 to July 27, 2019
 
173

 
$
70.15

 
173

 
$285.7 million
July 28, 2019 to August 24, 2019
 
1,342

 
$
71.26

 
1,342

 
$190.1 million
August 25, 2019 to September 28, 2019
 
786

 
$
72.78

 
786

 
$132.8 million
Total
 
2,301

 
$
71.70

 
2,301

 
$132.8 million

On May 23, 2018, we announced that our Board of Directors authorized a share repurchase program to repurchase up to $1.0 billion of our outstanding stock. Under this program, share repurchases will be made in accordance with applicable securities laws on the open market or in privately negotiated transactions. The extent to which we repurchase our shares, the number of shares and the timing of any repurchases will depend on general market conditions, regulatory requirements, alternative investment opportunities and other considerations. The program does not require us to repurchase a minimum number of shares, does not have a fixed term, and may be modified, suspended or terminated at any time without prior notice.

On October 31, 2019, we announced that our Board of Directors authorized a new share repurchase program. See Note 15 of the Notes to Condensed Consolidated Financial Statements for information regarding the new share repurchase program.

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ITEM 6. EXHIBITS.
 
31.1

 
 
31.2

 
 
32.1

 
 
32.2

 
 
101

The following materials from our Quarterly Report on Form 10-Q for the quarter ended September 28, 2019, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheets as of September 28, 2019 and March 30, 2019; (ii) the Condensed Consolidated Statements of Income for the three and six months ended September 28, 2019 and September 29, 2018; (iii) the Condensed Consolidated Statements of Comprehensive Income (Loss) for the three and six months ended September 28, 2019 and September 29, 2018; (iv) the Condensed Consolidated Statements of Stockholders' Equity for the three and six months ended September 28, 2019 and September 29, 2018; (v) the Condensed Consolidated Statements of Cash Flows for the six months ended September 28, 2019 and September 29, 2018; and (vi) the Notes to Condensed Consolidated Financial Statements
 
 
104

The cover page from our Quarterly Report on Form 10-Q for the quarter ended September 28, 2019, formatted in iXBRL

Our SEC file number for documents filed with the SEC pursuant to the Securities Exchange Act of 1934, as amended, is 001-36801.


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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
 
 
Qorvo, Inc.
 
 
 
 
Date:
November 1, 2019
 
/s/ Mark J. Murphy
 
 
 
Mark J. Murphy
 
 
 
Chief Financial Officer
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


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