QORVO, INC. 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 underU.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 several large customers for a substantial portion of our revenue; the COVID-19 pandemic materially and adversely affecting our financial condition and results of operations; a loss of revenue if defense and aerospace contracts are canceled or delayed; 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; our ability to continue to innovate in a very competitive industry; underutilization of manufacturing facilities as a result of industry overcapacity; unfavorable changes in interest rates, pricing of certain precious metals, utility rates and foreign currency exchange rates; our acquisitions and other strategic investments failing to achieve financial or strategic objectives; our ability to attract, retain and motivate key employees; warranty claims, product recalls and product liability; changes in our effective tax rate; changes in the favorable tax status of certain of our subsidiaries; enactment of international or domestic tax legislation, or changes in regulatory guidance; risks associated with environmental, health and safety regulations, and climate change; risks from international sales and operations; economic regulation inChina ; changes in government trade policies, including imposition of tariffs and export restrictions; we may not be able to generate sufficient cash to service all of our debt; restrictions imposed by the agreements governing our debt; 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; provisions in our governing documents andDelaware law may discourage takeovers and business combinations that our stockholders might consider to be in their best interests; and volatility in the price of our common stock. 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 theSEC , could cause actual results and developments to be materially different from those expressed or implied by any of these forward-looking statements. 18 -------------------------------------------------------------------------------- Table of Contents OVERVIEW 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 ofQorvo . 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 leader in the development and commercialization of technologies and products for wireless and wired connectivity. We combine highly differentiated technologies, systems-level expertise and manufacturing scale to serve a diverse set of customers a broad portfolio of innovative solutions that enable a more connected world.
We design, develop, manufacture and market our products to
MP is a global supplier of cellular, Ultra Wideband ("UWB"), Wi-Fi and other solutions for a variety of applications, including smartphones, wearables, laptops, tablets and Internet of Things ("IoT").
IDP is a global supplier of RF, system-on-a-chip and power management solutions for applications in wireless infrastructure, defense, Wi-Fi, smart home, automotive and IoT.
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 and reportable segment primarily based on
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 reportable operating segments.
In the first half of fiscal 2022, the semiconductor industry continued to
experience supply constraints. While we expect the industry to address these
constraints over time, we have taken strategic actions to provide flexibility in
our supply chain. During the second quarter ended October 2, 2021 , we entered
into a long-term capacity agreement with a foundry supplier to reserve
manufacturing supply capacity. Under the agreement we are required to purchase,
and the foundry supplier is required to supply, a certain number of wafers for
calendar years 2022 through 2025. See Note 9 of the Notes to Condensed
Consolidated Financial Statements and Part II, Item 1A., "Risk Factors" for
additional information regarding this agreement.
The COVID-19 pandemic has been a contributing factor of the semiconductor
industry supply constraints and is likely to continue to cause volatility and
uncertainty in customer demand, worldwide economies and financial markets for
some period of time. To date, any negative impact of COVID-19 on the overall
demand for our products, cash flow from operations, need for capital
expenditures, and our liquidity position has been limited, although we are
addressing capacity constraints in our supply chain as described above.
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SECOND QUARTER FISCAL 2022 FINANCIAL HIGHLIGHTS
Fiscal 2022 is a 52-week year, and fiscal 2021 was a 53-week year. The second quarter of fiscal 2022 included 13 weeks, compared to 14 weeks for the second quarter of fiscal 2021, and the first six months of fiscal 2022 included 26 weeks, compared to 27 weeks for the first six months of fiscal 2021. •Revenue for the second quarter of fiscal 2022 increased 18.4% as compared to the second quarter of fiscal 2021, driven primarily by higher demand for our 5G mobile solutions, partially offset by lower demand for our base station products. •Gross margin for the second quarter of fiscal 2022 was 49.5% as compared to 46.4% for the second quarter of fiscal 2021, primarily due to lower intangible amortization expense, lower unit costs on higher volume and productivity, and improved product mix, partially offset by average selling price erosion. •Operating income was$362.4 million for the second quarter of fiscal 2022 as compared to$221.6 million for the second quarter of fiscal 2021. This increase was primarily due to higher revenue, favorable gross margin and lower operating expenses. Operating expenses decreased primarily due to lower intangible amortization expense.
•Net income per diluted share was
•Capital expenditures were
•During the second quarter of fiscal 2022, we repurchased approximately 1.2
million shares of our common stock for approximately
20
--------------------------------------------------------------------------------Table of Contents RESULTS OF OPERATIONS Consolidated
The following table presents a summary of our results of operations (in thousands, except percentages):
Three Months Ended
% of % of Increase Percentage
October 2, 2021 Revenue October 3, 2020 Revenue (Decrease) Change
Revenue $ 1,255,248 100.0 % $ 1,060,292 100.0 % $ 194,956 18.4 %
Cost of goods sold 633,695 50.5 568,742 53.6 64,953 11.4
Gross profit 621,553 49.5 491,550 46.4 130,003 26.4
Research and development 158,377 12.6 156,342 14.8 2,035 1.3
Selling, general and administrative 93,489 7.4 109,372 10.3 (15,883) (14.5)
Other operating expense 7,327 0.6 4,192 0.4 3,135 74.8
Operating income $ 362,360 28.9 % $ 221,644 20.9 % $ 140,716 63.5 %
Six Months Ended
Increase
October 2, 2021 % of Revenue October 3, 2020 % of Revenue (Decrease) Percentage Change
Revenue $ 2,365,599 100.0 % $ 1,847,743 100.0 % $ 517,856 28.0 %
Cost of goods sold 1,197,863 50.6 1,030,404 55.8 167,459 16.3
Gross profit 1,167,736 49.4 817,339 44.2 350,397 42.9
Research and development 310,456 13.1 286,413 15.5 24,043 8.4
Selling, general and administrative 183,788 7.8 195,976 10.6 (12,188) (6.2)
Other operating expense 14,030 0.6 20,594 1.1 (6,564) (31.9)
Operating income $ 659,462 27.9 % $ 314,356 17.0 % $ 345,106 109.8 %
Revenue increased for the three months ended October 2, 2021 , compared to the
three months ended October 3, 2020 , primarily due to higher demand for our 5G
mobile solutions, partially offset by lower demand for our base station
products. The higher demand for our 5G mobile solutions was driven by the
continued 5G smartphone ramp and associated content increases with our largest
customers. The lower demand for our base station products was attributed to the
slower China 5G massive Multiple-Input/Multiple-Output ("mMIMO") deployment and
supply chain disruptions.
Revenue increased for the six months ended October 2, 2021 , compared to the six
months ended October 3, 2020 , primarily due to higher demand for our 5G mobile
solutions and Wi-Fi and broadband products, partially offset by lower demand for
our base station products. The higher demand for our 5G mobile solutions was
driven by the continued 5G smartphone ramp and associated content increases with
our largest customers. The increased demand for our Wi-Fi and broadband products
was in support of technology upgrades and other connectivity trends. The lower
demand for our base station products was attributed to the slower China 5G mMIMO
deployment and supply chain disruptions.
Gross margin increased for the three and six months ended October 2, 2021 ,
compared to the three and six months ended October 3, 2020 , primarily due to
lower intangible amortization expense, lower unit costs on higher volume and
productivity, and improved product mix, partially offset by average selling
price erosion.
Operating expenses decreased for the three months ended
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Operating expenses increased for the six months ended October 2, 2021 , compared
to the six months ended October 3, 2020 , primarily due to additional headcount
associated with the design and development of our UWB solutions and
biotechnology testing solutions as well as the acquisition of NextInput, Inc.
("NextInput"). These increases were partially offset by lower intangible
amortization expense and lower acquisition related legal expenses.
Operating Segments
Mobile Products
Three Months Ended
Percentage
(In thousands, except percentages) October 2, 2021 October 3, 2020 Increase Change
Revenue $ 995,697 $ 754,294 $ 241,403 32.0 %
Operating income 385,589 262,858 122,731 46.7
Operating income as a % of revenue 38.7 % 34.8 %
Six Months Ended
Percentage
(In thousands, except percentages) October 2, 2021 October 3, 2020 Increase Change
Revenue $ 1,831,835 $ 1,222,698 $ 609,137 49.8 %
Operating income 685,279 372,841 312,438 83.8
Operating income as a % of revenue 37.4 % 30.5 %
MP revenue increased for the three and six months endedOctober 2, 2021 , compared to the three and six months endedOctober 3, 2020 , primarily due to higher demand for our 5G mobile solutions driven by the continued 5G smartphone ramp and associated content increases with our largest customers. MP operating income increased for the three and six months endedOctober 2, 2021 , compared to the three and six months endedOctober 3, 2020 , primarily due to the effects of increased revenue, including lower unit costs on higher volume and productivity, and improved product mix. These increases were partially offset by average selling price erosion and higher operating expenses. Operating expenses increased primarily due to additional headcount associated with the design and development of our UWB solutions as well as the acquisition ofNextInput .
Infrastructure and Defense Products
Three Months Ended
Percentage
(In thousands, except percentages) October 2, 2021 October 3, 2020 Decrease Change
Revenue $ 259,551 $ 305,998 $ (46,447) (15.2) %
Operating income 49,829 66,495 (16,666) (25.1)
Operating income as a % of revenue 19.2 % 21.7 %
Six Months Ended
Percentage
(In thousands, except percentages) October 2, 2021 October 3, 2020 Decrease Change
Revenue $ 533,764 $ 625,045 $ (91,281) (14.6) %
Operating income 117,168 160,250 (43,082) (26.9)
Operating income as a % of revenue 22.0 % 25.6 %
IDP revenue decreased for the three months endedOctober 2, 2021 , compared to the three months endedOctober 3, 2020 , primarily due to lower demand for our base station products, partially offset by increased demand for our power management products. The lower demand for our base station products was attributed to the slowerChina 5G mMIMO deployment and 22 -------------------------------------------------------------------------------- Table of Contents supply chain disruptions. The increased demand for our power management products was in support of the migration to battery-operated portable devices. IDP revenue decreased for the six months endedOctober 2, 2021 , compared to the six months endedOctober 3, 2020 , primarily due to lower demand for our base station products, partially offset by increased demand for our Wi-Fi, broadband and power management products. The lower demand for our base station products was attributed to the slowerChina 5G mMIMO deployment and supply chain disruptions. The higher demand for our Wi-Fi, broadband and power management products was in support of technology upgrades, other connectivity trends and the migration to battery-operated portable devices.
IDP operating income decreased for the three months ended
IDP operating income decreased for the six months endedOctober 2, 2021 , compared to the six months endedOctober 3, 2020 , primarily due to decreased revenue and higher operating expenses, partially offset by favorable changes in gross margin. Operating expenses increased primarily due to additional headcount associated with our biotechnology testing solutions, partially offset by lower product development spend. Gross margin was favorable primarily due to lower unit costs.
See Note 11 of the Notes to Condensed Consolidated Financial Statements for a
reconciliation of reportable segment operating income to the consolidated
operating income for the three and six months ended
INTEREST, OTHER INCOME AND INCOME TAXES
Three Months Ended Six Months Ended
(In thousands) October 2, 2021 October 3, 2020 October 2, 2021 October 3, 2020
Interest expense $ (15,327) $ (23,486) $ (30,606) $ (42,335)
Other income, net 4,754 1,920 21,545 25,057
Income tax expense (32,598) (63,161) (45,586) (63,239)
Interest expense
During the three and six months ended October 2, 2021 , we recorded interest
expense primarily related to our 4.375% senior notes due 2029 (the "2029 Notes")
and our 3.375% senior notes due 2031 (the "2031 Notes"). During the three and
six months ended October 3, 2020 , we recorded interest expense primarily related
to our 5.50% senior notes due July 15, 2026 (which were redeemed on October 16,
2020 ) and our 2029 Notes. See Note 7 of the Notes to Condensed Consolidated
Financial Statements for additional information.
Other income, net
Other income is primarily related to our share of investments in limited
partnerships' earnings and net gains from our other investments. See Note 6 of
the Notes to Condensed Consolidated Financial Statements for additional
information.
Income tax expense
During the three and six months ended October 2, 2021 , we recorded income tax
expense of $32.6 million and $45.6 million , respectively, comprised primarily of
tax expense related to domestic and international operations generating pre-tax
book income, partially offset by tax benefits related to international
operations generating pre-tax book losses, domestic tax credits and discrete tax
items recorded during the period. The discrete tax benefits for the three and
six months ended October 2, 2021 primarily related to stock-based compensation
deductions and net tax benefits associated with other non-recurring
restructuring activities, including a discrete charge associated with the
intercompany restructuring of the NextInput intellectual property. The discrete
tax benefit for the six months ended October 2, 2021 was also due in part to the
recognition of previously unrecognized tax benefits due to the expiration of the
statute of limitations.
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During the three and six months ended October 3, 2020 , we recorded income
tax expense of $63.2 million comprised primarily of tax expense related to
international operations generating pre-tax book income and discrete items
recorded during the period. The discrete tax expense items primarily related to
the intercompany restructuring of the intellectual property from the acquisition
of Cavendish Kinetics Limited in fiscal 2020, partially offset by discrete tax
benefits recognized for stock-based compensation deductions and a retroactive
incentive allowing previously non-deductible payments to be amortized.
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.
LIQUIDITY AND CAPITAL RESOURCES
Cash generated by operations is our primary source of liquidity. As ofOctober 2, 2021 , we had working capital of approximately$1,638.8 million , including$1,153.2 million in cash and cash equivalents, compared to working capital of approximately$1,802.2 million , including$1,397.9 million in cash and cash equivalents as ofApril 3, 2021 . Our$1,153.2 million of total cash and cash equivalents as ofOctober 2, 2021 , includes approximately$860.9 million held by our foreign subsidiaries, of which$730.1 million is held byQorvo International Pte. Ltd. inSingapore . If the undistributed earnings of our foreign subsidiaries are needed in theU.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 endedOctober 2, 2021 , we repurchased approximately 2.9 million shares of our common stock for approximately$523.4 million , including transaction costs, under our prior and current share repurchase programs. As ofOctober 2, 2021 , approximately$1,490.6 million remained available for repurchases under the current program. Cash Flows from Operating Activities Operating activities for the six months endedOctober 2, 2021 generated cash of$586.4 million , compared to$495.2 million for the six months endedOctober 3, 2020 , primarily due to increased profitability, partially offset by changes in accounts receivable, inventory and accounts payable, primarily as a result of demand and revenue growth. In addition, certain fees and deposits associated with a long-term capacity reservation agreement were recorded in accounts payable and offset in prepaid expenses and other non-current assets. See Note 9 of the Notes to Condensed Consolidated Financial Statements for additional information regarding this agreement. Cash Flows from Investing Activities Net cash used in investing activities was$267.6 million for the six months endedOctober 2, 2021 , compared to$111.3 million for the six months endedOctober 3, 2020 . This increase in cash used in investing activities was primarily due to the acquisition ofNextInput . See Note 4 of the Notes to Condensed Consolidated Financial Statements for additional information regarding our business acquisitions. Cash Flows from Financing Activities Net cash used in financing activities was$562.8 million for the six months endedOctober 2, 2021 , primarily due to our stock repurchases. See Note 8 of the Notes to Condensed Consolidated Financial Statements for additional information regarding our stock repurchases. Net cash provided by financing activities was$900.4 million for the six months endedOctober 3, 2020 , primarily due to our debt obligation activity. See Note 7 of the Notes to Condensed Consolidated Financial Statements for additional information regarding our long-term debt.
COMMITMENTS AND CONTINGENCIES
Credit Agreement OnSeptember 29, 2020 , we and certain of ourU.S. subsidiaries (the "Guarantors") entered into a five-year unsecured senior credit facility pursuant to a credit agreement (the "2020 Credit Agreement") withBank of America, N.A ., acting as administrative agent, and a syndicate of lenders. The 2020 Credit Agreement amended and restated our previous credit agreement dated as ofDecember 5, 2017 (the "2017 Credit Agreement"). The 2020 Credit Agreement includes a senior term loan (the "2020 Term Loan") of up to$200.0 million and a senior revolving line of credit (the "Revolving Facility") of up to$300.0 million (collectively the "Credit Facility"). 24
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On the closing date of the 2020 Credit Agreement, we repaid the remaining
principal balance of
Pursuant to the 2020 Credit Agreement, we may request one or more additional tranches of term loans or increases to the Revolving Facility, up to an aggregate of$500.0 million and subject to securing additional funding commitments from the existing or new lenders. 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 Credit Facility is available to finance working capital, capital expenditures and other general corporate purposes. Outstanding amounts are due in full on the maturity date ofSeptember 29, 2025 , subject to scheduled amortization of the 2020 Term Loan principal prior to the maturity date as set forth in the 2020 Credit Agreement. During the six months endedOctober 2, 2021 , there were no borrowings under the Revolving Facility. The 2020 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 ofOctober 2, 2021 , we were in compliance with these covenants. 2029 Notes OnSeptember 30, 2019 , we issued$350.0 million aggregate principal amount of our senior notes due 2029 (the "Initial 2029 Notes"). OnDecember 20, 2019 , andJune 11, 2020 , we issued an additional$200.0 million and$300.0 million , respectively, aggregate principal amount of such notes (together with the Initial 2029 Notes, the "2029 Notes"). Interest on the 2029 Notes is payable onApril 15 andOctober 15 of each year at a rate of 4.375% per annum. The 2029 Notes will mature onOctober 15, 2029 , unless earlier redeemed in accordance with their terms. The 2029 Notes are senior unsecured obligations of the Company and are guaranteed, jointly and severally, by the Guarantors. 2031 Notes OnSeptember 29, 2020 , we issued$700.0 million aggregate principal amount of our 2031 Notes. Interest on the 2031 Notes is payable onApril 1 andOctober 1 of each year at a rate of 3.375% per annum. The 2031 Notes will mature onApril 1, 2031 , unless earlier redeemed in accordance with their terms. The 2031 Notes are senior unsecured obligations of the Company and are guaranteed, jointly and severally, by the Guarantors.
For additional information regarding our long-term debt, see Note 7 of the Notes to Condensed Consolidated Financial Statements.
Capital Commitments As ofOctober 2, 2021 , we had capital commitments of approximately$131.7 million primarily for increasing manufacturing capacity, expanding capability to support new products, equipment and facility upgrades and cost savings initiatives. Purchase Obligations During the second quarter endedOctober 2, 2021 , we entered into a long-term capacity agreement with a foundry supplier to reserve manufacturing supply capacity. See Note 9 of the Notes to Condensed Consolidated Financial Statements and Part II, Item 1A., "Risk Factors" for additional information regarding our purchase obligations. Future Sources of Funding Our future capital requirements may differ materially from those currently projected 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, 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 our existing liquidity is not sufficient to meet our future requirements or if we perceive conditions to be favorable, we may seek additional debt or equity financing which could be dilutive to existing holders of our common stock. Furthermore, we cannot be certain that any additional debt or equity 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. We accrue a liability for legal contingencies when we believe that it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. We regularly evaluate developments in our legal matters that could affect the amount of the previously accrued liability and record adjustments as appropriate. Although it is not possible to predict with certainty the outcome of the unresolved legal matters, it is the opinion of management that these matters will not, individually or in the aggregate, have a material adverse effect on our consolidated financial position or results of operations. The aggregate range of reasonably possible losses in excess of accrued liabilities, if any, associated with these unresolved legal matters is not material. 25
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Taxes We are subject to income and other taxes inthe 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.
SUPPLEMENTAL PARENT AND GUARANTOR FINANCIAL INFORMATION
In accordance with the indentures governing the 2029 Notes and the 2031 Notes (together, the "Notes"), our obligations under the Notes are fully and unconditionally guaranteed on a joint and several unsecured basis by the Guarantors, which are listed on Exhibit 22 to this Quarterly Report on Form 10-Q. Each Guarantor is 100% owned, directly or indirectly, byQorvo, Inc. ("Parent"). A Guarantor can be released in certain customary circumstances. Our otherU.S. subsidiaries and our non-U.S. subsidiaries do not guarantee the Notes (such subsidiaries are referred to as the "Non-Guarantors"). The following presents summarized financial information for the Parent and the Guarantors on a combined basis as of and for the periods indicated, after eliminating (i) intercompany transactions and balances among the Parent and Guarantors, and (ii) equity earnings from, and investments in, any Non-Guarantor. The summarized financial information may not necessarily be indicative of the financial position and results of operations had the combined Parent and Guarantors operated independently from the Non-Guarantors. Summarized Balance Sheets (in thousands) October 2, 2021 April 3, 2021 Due from Non-Guarantors$ 250,842 $ 532,440 Other current assets 596,376 610,646 Total current assets$ 847,218 $ 1,143,086 Non-current assets$ 2,594,143 $ 2,450,960 Current liabilities$ 421,551 $ 240,943 Payable to Non-Guarantors$ 535,124 $ 395,323 Other long-term liabilities 1,884,107 1,855,343 Total long-term liabilities$ 2,419,231 $ 2,250,666 Summarized Statement of Income Six Months Ended (in thousands) October 2, 2021 Revenue $ 558,845 Gross profit $ 131,649 Net loss from continuing operations $ (39,193) Net loss $ (39,193) 26
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