rfmd-20240928

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, 2024


☐			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 offices)		(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

☐

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, 2024, there were 94,526,698 shares of the registrant’s common stock outstanding.

Table of Contents

QORVO, INC. AND SUBSIDIARIES

TABLE OF CONTENTS


			Page
PART I — FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited).
Condensed Consolidated Balance Sheets			4
Condensed Consolidated Statements of Operations			5
Condensed Consolidated Statements of Comprehensive (Loss) Income			6
Condensed Consolidated Statements of Stockholders' Equity			7
Condensed Consolidated Statements of Cash Flows			9
Notes to Condensed Consolidated Financial Statements			10

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.			22
Item 3. Quantitative and Qualitative Disclosures About Market Risk.			32
Item 4. Controls and Procedures.			32

PART II — OTHER INFORMATION

Item 1A. Risk Factors.			33
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.			33
Item 5. Other Information.			34
Item 6. Exhibits.			35

SIGNATURES			36

Table of Contents

PART I — FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

QORVO, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except per share data)

(Unaudited)


	September 28, 2024		March 30, 2024
ASSETS
Current assets:
Cash and cash equivalents	$	1,096,452	$	1,029,258
Accounts receivable, net of allowance of $321 and $313 as of September 28, 2024 and March 30, 2024, respectively	580,963		412,960
Inventories	694,457		710,555
Prepaid expenses	37,643		40,563
Other receivables	12,799		14,427
Other current assets	110,145		78,993
Assets of disposal group held for sale	—		159,278
Total current assets	2,532,459		2,446,034
Property and equipment, net of accumulated depreciation of $1,772,229 and $1,683,592 as of September 28, 2024 and March 30, 2024, respectively	846,540		870,982
Goodwill	2,437,790		2,534,601
Intangible assets, net	445,715		509,383
Long-term investments	24,804		23,252
Other non-current assets	215,767		170,383
Total assets	$	6,503,075	$	6,554,635
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	321,880	$	252,993
Accrued liabilities	353,701		336,767
Current portion of long-term debt	412,179		438,740
Other current liabilities	245,977		113,215
Liabilities of disposal group held for sale	—		88,372
Total current liabilities	1,333,737		1,230,087
Long-term debt	1,549,244		1,549,272
Other long-term liabilities	209,925		218,904
Total liabilities	3,092,906		2,998,263
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; 94,664 and 95,798 shares issued and outstanding at September 28, 2024 and March 30, 2024, respectively	3,515,640		3,651,067
Accumulated other comprehensive income (loss)	1,148		(5,097)
Accumulated deficit	(106,619)		(89,598)
Total stockholders’ equity	3,410,169		3,556,372
Total liabilities and stockholders’ equity	$	6,503,075	$	6,554,635

See accompanying Notes to Condensed Consolidated Financial Statements.

Table of Contents

QORVO, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

(Unaudited)


	Three Months Ended				Six Months Ended
	September 28, 2024		September 30, 2023		September 28, 2024		September 30, 2023
Revenue	$	1,046,509	$	1,103,493	$	1,933,180	$	1,754,657
Cost of goods sold	601,203		613,803		1,155,570		1,035,897
Gross profit	445,306		489,690		777,610		718,760

Operating expenses:
Research and development	201,050		174,947		388,652		338,037
Selling, general and administrative	107,760		103,696		222,683		209,119
Goodwill impairment	96,458		48,000		96,458		48,000
Other operating expense	30,363		11,619		55,536		20,312
Total operating expenses	435,631		338,262		763,329		615,468
Operating income	9,675		151,428		14,281		103,292

Interest expense	(22,594)		(17,121)		(39,688)		(34,382)
Other income, net	15,422		5,211		27,187		18,927
Income before income taxes	2,503		139,518		1,780		87,837

Income tax expense	(19,938)		(42,057)		(18,801)		(33,956)
Net (loss) income	$	(17,435)	$	97,461	$	(17,021)	$	53,881

Net (loss) income per share:
Basic	$	(0.18)	$	1.00	$	(0.18)	$	0.55
Diluted	$	(0.18)	$	0.99	$	(0.18)	$	0.54

Weighted-average shares of common stock outstanding:
Basic	94,886		97,945		95,116		98,167
Diluted	94,886		98,590		95,116		98,892

See accompanying Notes to Condensed Consolidated Financial Statements.

Table of Contents

QORVO, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

(In thousands)

(Unaudited)


	Three Months Ended				Six Months Ended
	September 28, 2024		September 30, 2023		September 28, 2024		September 30, 2023
Net (loss) income	$	(17,435)	$	97,461	$	(17,021)	$	53,881
Other comprehensive income (loss), net of tax:
Change in pension liability	(230)		—		(230)		—
Foreign currency translation adjustment, including intra-entity foreign currency transactions that are of a long-term investment nature	7,408		(9,569)		6,476		(10,428)
Reclassification adjustments, net of tax:
Amortization of pension actuarial gain	(1)		(3)		(1)		(6)
Other comprehensive income (loss)	7,177		(9,572)		6,245		(10,434)
Total comprehensive (loss) income	$	(10,258)	$	87,889	$	(10,776)	$	43,447

See accompanying Notes to Condensed Consolidated Financial Statements.

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QORVO, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(In thousands)

(Unaudited)


				Accumulated Other Comprehensive Income (Loss)		(Accumulated Deficit) Retained Earnings
	Common Stock
Three Months Ended	Shares	Amount						Total
Balance, June 29, 2024	94,962	$	3,581,468	$	(6,029)	$	(89,184)	$	3,486,255
Net loss	—	—		—		(17,435)		(17,435)
Other comprehensive income	—	—		7,177		—		7,177
Exercise of stock options and vesting of restricted stock units, net of shares withheld for employee taxes	440	(22,256)		—		—		(22,256)
Repurchase of common stock, including transaction costs and excise tax	(738)	(81,746)		—		—		(81,746)
Stock-based compensation	—	38,174		—		—		38,174
Balance, September 28, 2024	94,664	$	3,515,640	$	1,148	$	(106,619)	$	3,410,169

Balance, July 1, 2023	98,048	$	3,816,260	$	(4,037)	$	—	$	3,812,223
Net income	—	—		—		97,461		97,461
Other comprehensive loss	—	—		(9,572)		—		(9,572)
Exercise of stock options and vesting of restricted stock units, net of shares withheld for employee taxes	427	(19,741)		—		—		(19,741)
Repurchase of common stock, including transaction costs and excise tax	(969)	(37,699)		—		(62,855)		(100,554)
Stock-based compensation	—	37,369		—		—		37,369
Balance, September 30, 2023	97,506	$	3,796,189	$	(13,609)	$	34,606	$	3,817,186

See accompanying Notes to Condensed Consolidated Financial Statements.

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QORVO, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(In thousands)

(Unaudited)


				Accumulated Other Comprehensive Income (Loss)		(Accumulated Deficit) Retained Earnings
	Common Stock
Six Months Ended	Shares	Amount						Total
Balance, March 30, 2024	95,798	$	3,651,067	$	(5,097)	$	(89,598)	$	3,556,372
Net loss	—	—		—		(17,021)		(17,021)
Other comprehensive income	—	—		6,245		—		6,245
Exercise of stock options and vesting of restricted stock units, net of shares withheld for employee taxes	577	(29,521)		—		—		(29,521)
Issuance of common stock in connection with employee stock purchase plan	266	19,787		—		—		19,787
Repurchase of common stock, including transaction costs and excise tax	(1,977)	(207,471)		—		—		(207,471)
Stock-based compensation	—	81,778		—		—		81,778
Balance, September 28, 2024	94,664	$	3,515,640	$	1,148	$	(106,619)	$	3,410,169

Balance, April 1, 2023	98,649	$	3,821,474	$	(3,175)	$	84,495	$	3,902,794
Net income	—	—		—		53,881		53,881
Other comprehensive loss	—	—		(10,434)		—		(10,434)
Exercise of stock options and vesting of restricted stock units, net of shares withheld for employee taxes	597	(24,163)		—		—		(24,163)
Issuance of common stock in connection with employee stock purchase plan	262	19,180		—		—		19,180
Repurchase of common stock, including transaction costs and excise tax	(2,002)	(97,396)		—		(103,770)		(201,166)
Stock-based compensation	—	77,094		—		—		77,094
Balance, September 30, 2023	97,506	$	3,796,189	$	(13,609)	$	34,606	$	3,817,186

See accompanying Notes to Condensed Consolidated Financial Statements.

Table of Contents

QORVO, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)


	Six Months Ended
	September 28, 2024		September 30, 2023
Cash flows from operating activities:
Net (loss) income	$	(17,021)	$	53,881
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation	81,567		99,183
Intangible assets amortization	70,664		61,103
Deferred income taxes

SEC Form 10-Q filed by Qorvo Inc.