rfmd-20220101

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 January 1, 2022


☐			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

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.

Large accelerated filer

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

Table of Contents

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 January 27, 2022, there were 108,431,627 shares of the registrant’s common stock outstanding.

Table of Contents

QORVO, INC. AND SUBSIDIARIES

INDEX


			Page
PART I — FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited).
Condensed Consolidated Balance Sheets			3
Condensed Consolidated Statements of Income			4
Condensed Consolidated Statements of Comprehensive Income			5
Condensed Consolidated Statements of Stockholders' Equity			6
Condensed Consolidated Statements of Cash Flows			8
Notes to Condensed Consolidated Financial Statements			9

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.			20
Item 3. Quantitative and Qualitative Disclosures About Market Risk.			30
Item 4. Controls and Procedures.			30

PART II — OTHER INFORMATION			31

Item 1A. Risk Factors.			31
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.			32
Item 6. Exhibits.			33

SIGNATURES			34

Table of Contents

PART I — FINANCIAL INFORMATION

ITEM 1.

QORVO, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except per share data)

(Unaudited)


	January 1, 2022		April 3, 2021
ASSETS
Current assets:
Cash and cash equivalents	$	988,527	$	1,397,880
Accounts receivable, net of allowance of $470 and $331 as of January 1, 2022 and April 3, 2021, respectively	632,347		457,431
Inventories	710,228		507,787
Prepaid expenses	44,438		41,572
Other receivables	11,874		27,324
Other current assets	58,437		51,810
Total current assets	2,445,851		2,483,804
Property and equipment, net of accumulated depreciation of $1,697,976 and $1,561,613 as of January 1, 2022 and April 3, 2021, respectively	1,266,805		1,266,031
Goodwill	2,824,856		2,642,708
Intangible assets, net	718,095		611,155
Long-term investments	38,234		35,370
Other non-current assets	332,744		182,402
Total assets	$	7,626,585	$	7,221,470
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	357,879	$	313,868
Accrued liabilities	227,898		255,060
Other current liabilities	87,650		112,653
Total current liabilities	673,427		681,581
Long-term debt	2,046,951		1,742,550
Other long-term liabilities	239,008		167,914
Total liabilities	2,959,386		2,592,045
Commitments and contingent liabilities (Note 9)
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; 108,668 and 112,557 shares issued and outstanding at January 1, 2022 and April 3, 2021, respectively	4,119,098		4,244,740
Accumulated other comprehensive income	14,613		29,649
Retained earnings	533,488		355,036
Total stockholders’ equity	4,667,199		4,629,425
Total liabilities and stockholders’ equity	$	7,626,585	$	7,221,470

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				Nine Months Ended
	January 1, 2022		January 2, 2021		January 1, 2022		January 2, 2021
Revenue	$	1,113,957	$	1,094,834	$	3,479,556	$	2,942,577
Cost of goods sold	565,864		557,082		1,763,727		1,587,486
Gross profit	548,093		537,752		1,715,829		1,355,091
Operating expenses:
Research and development	154,435		136,697		464,891		423,110
Selling, general and administrative	82,003		93,139		265,791		289,115
Other operating expense	15,645		8,713		29,675		29,307
Total operating expenses	252,083		238,549		760,357		741,532
Operating income	296,010		299,203		955,472		613,559
Interest expense	(15,328)		(17,453)		(45,934)		(59,788)
Other income (expense), net	2,532		(58,234)		24,077		(33,177)

Income before income taxes	283,214		223,516		933,615		520,594

Income tax expense	(66,951)		(22,481)		(112,537)		(85,720)
Net income	$	216,263	$	201,035	$	821,078	$	434,874

Net income per share:
Basic	$	1.97	$	1.77	$	7.40	$	3.80
Diluted	$	1.95	$	1.74	$	7.30	$	3.74

Weighted average shares of common stock outstanding:
Basic	109,687		113,811		110,966		114,292
Diluted	110,810		115,690		112,415		116,257

See accompanying Notes to Condensed Consolidated Financial Statements.

Table of Contents

QORVO, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands)

(Unaudited)


	Three Months Ended				Nine Months Ended
	January 1, 2022		January 2, 2021		January 1, 2022		January 2, 2021
Net income	$	216,263	$	201,035	$	821,078	$	434,874
Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustment, including intra-entity foreign currency transactions that are of a long-term investment nature	(8,488)		20,837		(14,767)		45,125
Reclassification adjustments, net of tax:
Foreign currency (gain) loss realized upon liquidation of subsidiary	(359)		15		(359)		15
Amortization of pension actuarial loss	29		21

SEC Form 10-Q filed by Qorvo Inc.