Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Dec. 27, 2014 | Jan. 26, 2015 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Qorvo, Inc. | |
Entity Central Index Key | 1604778 | |
Document Type | 10-Q | |
Document Period End Date | 27-Dec-14 | |
Amendment Flag | FALSE | |
Document Fiscal Year Focus | 2015 | |
Document Fiscal Period Focus | Q3 | |
Current Fiscal Year End Date | -25 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 148,468,717 |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (Unaudited) (USD $) | Dec. 27, 2014 | Mar. 29, 2014 |
In Thousands, unless otherwise specified | ||
Current assets: | ||
Cash and cash equivalents | $118,093 | $171,898 |
Short-term investments (Note 6) | 178,610 | 72,067 |
Accounts receivable, less allowance of $553 and $313 as of December 27, 2014 and March 29, 2014, respectively | 215,248 | 137,417 |
Inventories (Note 3) | 170,019 | 125,703 |
Prepaid expenses | 31,344 | 12,721 |
Other receivables | 34,507 | 13,181 |
Other current assets (Note 5) | 7,436 | 4,431 |
Total current assets | 755,257 | 537,418 |
Property and equipment, net of accumulated depreciation of $576,112 at December 27, 2014 and $552,901 at March 29, 2014 | 228,579 | 195,996 |
Goodwill | 103,901 | 103,901 |
Intangible assets, net | 36,533 | 54,990 |
Long-term investments (Note 6) | 2,150 | 3,841 |
Other non-current assets (Note 5) | 39,195 | 24,166 |
Total assets | 1,165,615 | 920,312 |
Current liabilities: | ||
Accounts payable | 130,461 | 79,783 |
Accrued liabilities | 67,569 | 51,824 |
Current portion of long term debt, net of unamortized discount (Note 4) | 87,263 | |
Other current liabilities (Note 5) | 21,723 | 1,103 |
Total current liabilities | 219,753 | 219,973 |
Other long-term liabilities (Note 5) | 50,300 | 23,988 |
Total liabilities | 270,053 | 243,961 |
Shareholders’ equity: | ||
Preferred stock, no par value; 5,000 shares authorized; no shares issued and outstanding | 0 | 0 |
Common stock, no par value; 500,000 shares authorized; 72,811 and 71,215 shares issued and outstanding at December 27, 2014 and March 29, 2014, respectively | 1,311,184 | 1,284,402 |
Accumulated other comprehensive income (loss), net of tax | 1,823 | -785 |
Accumulated deficit | -417,445 | -607,266 |
Total shareholders’ equity | 895,562 | 676,351 |
Total liabilities and shareholders’ equity | $1,165,615 | $920,312 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) (USD $) | Dec. 27, 2014 | Mar. 29, 2014 |
In Thousands, except Share data, unless otherwise specified | ||
Statement of Financial Position [Abstract] | ||
Allowance for accounts receivable | $553 | $313 |
Property and equipment, accumulated depreciation | $576,112 | $552,901 |
Preferred stock, par value | $0 | $0 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $0 | $0 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 72,811,000 | 71,215,000 |
Common stock, shares outstanding | 72,811,000 | 71,215,000 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Income (Unaudited) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Dec. 27, 2014 | Dec. 28, 2013 | Dec. 27, 2014 | Dec. 28, 2013 |
Income Statement [Abstract] | ||||
Revenue | $397,086 | $288,520 | $1,076,074 | $892,232 |
Cost of goods sold | 206,384 | 180,997 | 575,652 | 586,584 |
Gross profit | 190,702 | 107,523 | 500,422 | 305,648 |
Operating expenses: | ||||
Research and development | 48,865 | 50,378 | 142,018 | 147,907 |
Marketing and selling | 17,939 | 18,054 | 56,008 | 56,381 |
General and administrative | 12,026 | 17,766 | 48,845 | 61,320 |
Other operating expense (Note 9) | 8,237 | 5,933 | 28,540 | 11,957 |
Total operating expenses | 87,067 | 92,131 | 275,411 | 277,565 |
Income from operations | 103,635 | 15,392 | 225,011 | 28,083 |
Interest expense | -197 | -1,469 | -866 | -4,381 |
Interest income | 188 | 46 | 263 | 128 |
Other (expense) income, net | -195 | 427 | 326 | 1,198 |
Income before income taxes | 103,431 | 14,396 | 224,734 | 25,028 |
Income tax expense (Note 5) | -15,568 | -8,161 | -34,913 | -11,340 |
Net income | $87,863 | $6,235 | $189,821 | $13,688 |
Net income per share (Note 2): | ||||
Basic (in dollars per share) | $1.21 | $0.09 | $2.63 | $0.19 |
Diluted (in dollars per share) | $1.18 | $0.09 | $2.56 | $0.19 |
Shares used in per share calculation (Note 2): | ||||
Basic (in shares) | 72,723 | 70,610 | 72,167 | 70,437 |
Diluted (in shares) | 74,454 | 71,980 | 74,083 | 71,888 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Comprehensive Income (Unaudited) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 27, 2014 | Dec. 28, 2013 | Dec. 27, 2014 | Dec. 28, 2013 |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $87,863 | $6,235 | $189,821 | $13,688 |
Other comprehensive (loss) income: | ||||
Unrealized (loss) gain on marketable securities, net of tax | -302 | 2,836 | 5 | |
Foreign currency translation adjustment, including intra-entity foreign currency transactions that are of a long-term-investment nature | -142 | -44 | -249 | 59 |
Reclassification adjustments, net of tax: | ||||
Amortization of pension actuarial loss | 7 | 1 | 21 | 2 |
Other comprehensive (loss) income | -437 | -43 | 2,608 | 66 |
Total comprehensive income | $87,426 | $6,192 | $192,429 | $13,754 |
Condensed_Consolidated_Stateme2
Condensed Consolidated Statements of Cash Flows (Unaudited) (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Dec. 27, 2014 | Dec. 28, 2013 |
Cash flows from operating activities: | ||
Net income | $189,821 | $13,688 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation | 37,024 | 34,024 |
Amortization and other non-cash items | 19,727 | 25,295 |
Excess tax benefit from exercises of stock options | -4,640 | 0 |
Deferred income taxes | 8,745 | 1,591 |
Foreign currency adjustments | -596 | -1,221 |
Loss on assets and other, net | 1,561 | 2,836 |
Income from equity investment | -199 | -228 |
Share-based compensation expense | 22,831 | 24,750 |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | -77,840 | -16 |
Inventories | -44,663 | 25,050 |
Prepaid expense and other current and non-current assets | -43,484 | -13,790 |
Accounts payable and accrued liabilities | 48,602 | -7,323 |
Income tax payable/recoverable | 15,852 | -4,712 |
Other liabilities | -5,642 | -816 |
Net cash provided by operating activities | 167,099 | 99,128 |
Investing activities: | ||
Purchase of property and equipment | -49,830 | -59,489 |
Sale of business | 1,500 | |
Purchase of intangibles | -1,100 | -663 |
Proceeds from sale of property and equipment | 7,371 | 2,400 |
Purchase of securities available-for-sale | -272,578 | -115,038 |
Proceeds from maturities of securities available-for-sale | 172,431 | 105,000 |
Net cash used in investing activities | -142,206 | -67,790 |
Financing activities: | ||
Payment of debt | -87,503 | 0 |
Debt issuance cost | -6 | -122 |
Excess tax benefit from exercises of stock options | 4,640 | 0 |
Proceeds from the issuance of common stock | 19,339 | 5,334 |
Repurchase of common stock, including transaction costs | 0 | -12,780 |
Tax withholding paid on behalf of employees for restricted stock units | -15,196 | -8,979 |
Restricted cash associated with financing activities | 288 | 145 |
Repayment of capital lease obligations | -52 | -47 |
Net cash used in financing activities | -78,490 | -16,449 |
Effect of exchange rate changes on cash | -208 | 931 |
Net (decrease) increase in cash and cash equivalents | -53,805 | 15,820 |
Cash and cash equivalents at the beginning of the period | 171,898 | 101,662 |
Cash and cash equivalents at the end of the period | 118,093 | 117,482 |
Change in Capital Expenditures Incurred but Not Paid | $28,441 | ($10,421) |
Basis_of_Presentation_and_Sign
Basis of Presentation and Significant Accounting Policies | 9 Months Ended |
Dec. 27, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES |
On February 22, 2014, RF Micro Devices, Inc. ("RFMD") and TriQuint Semiconductor, Inc. ("TriQuint") entered into an Agreement and Plan of Merger and Reorganization (as subsequently amended on July 15, 2014, the "Merger Agreement") providing for the business combination of RFMD and TriQuint ("Business Combination") under a new holding company named Qorvo, Inc. (formerly named Rocky Holding, Inc.) ("Qorvo"). The shareholders of both RFMD and TriQuint approved the Merger Agreement at each company's special meeting of shareholders on September 5, 2014. During the third quarter of fiscal 2015, all necessary regulatory approvals were received to complete the Business Combination. The Business Combination closing was effective on January 1, 2015 (fourth quarter of fiscal 2015). For financial reporting and accounting purposes, RFMD was the acquirer of TriQuint. The results presented in the Condensed Consolidated Financial Statements, the Notes to the Condensed Consolidated Financial Statements and in the Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") reflect those of RFMD prior to the completion of the merger with TriQuint on January 1, 2015. See Note 9 for a further discussion of the Business Combination. As used herein, all references to "the Company," "we," "us" and "our" prior to January 1, 2015 refer to RFMD and all such references on or after January 1, 2015 refer to Qorvo. | |
The accompanying Condensed Consolidated Financial Statements have been prepared in conformity with accounting principles generally accepted in the United States. 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 accounting principles generally accepted in the United States 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 RFMD’s audited consolidated financial statements and notes thereto included in RFMD’s Annual Report on Form 10-K for the fiscal year ended March 29, 2014. | |
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. | |
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 2015 is a 52-week year and fiscal 2014 was a 52-week year. |
Net_Income_Per_Share
Net Income Per Share | 9 Months Ended | |||||||||||||||
Dec. 27, 2014 | ||||||||||||||||
Earnings Per Share [Abstract] | ||||||||||||||||
NET INCOME PER SHARE | NET INCOME PER SHARE | |||||||||||||||
Pursuant to the terms of the Merger Agreement, effective January 1, 2015, the Company effected a one-for-four reverse stock split of the Company's issued and outstanding shares of common stock. In accordance with Staff Accounting Bulletin Topic 4.C, all share and per share information contained in the accompanying Condensed Consolidated Financial Statements, Notes to the Condensed Consolidated Financial Statements and the MD&A, have been retroactively adjusted to reflect the reverse stock split for all periods presented. See Note 9 for a further discussion of the Business Combination. | ||||||||||||||||
The following table sets forth a reconciliation of the numerators and denominators in the computation of basic and diluted net income per share (in thousands, except per share data): | ||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
December 27, 2014 | December 28, 2013 | December 27, 2014 | December 28, 2013 | |||||||||||||
Numerator: | ||||||||||||||||
Numerator for basic and diluted net income per share — net income available to common shareholders | $ | 87,863 | $ | 6,235 | $ | 189,821 | $ | 13,688 | ||||||||
Denominator: | ||||||||||||||||
Denominator for basic net income per share — weighted average shares | 72,723 | 70,610 | 72,167 | 70,437 | ||||||||||||
Effect of dilutive securities: | ||||||||||||||||
Share-based awards | 1,731 | 1,370 | 1,916 | 1,451 | ||||||||||||
Denominator for diluted net income per share — adjusted weighted average shares and assumed conversions | 74,454 | 71,980 | 74,083 | 71,888 | ||||||||||||
Basic net income per share | $ | 1.21 | $ | 0.09 | $ | 2.63 | $ | 0.19 | ||||||||
Diluted net income per share | $ | 1.18 | $ | 0.09 | $ | 2.56 | $ | 0.19 | ||||||||
In the computation of diluted net income per share for the three months ended December 27, 2014, no potential shares were excluded from the calculation. In the computation of diluted net income per share for the nine months ended December 27, 2014, outstanding stock options to purchase less than 0.1 million shares were excluded because the exercise price of the options was greater than the average market price of the underlying common stock and the effect of their inclusion would have been anti-dilutive. In the computation of diluted net income per share for the three and nine months ended December 28, 2013, approximately 1.9 million shares and 2.0 million shares, respectively, were excluded because the exercise price of the options was greater than the average market price of the underlying common stock and the effect of their inclusion would have been anti-dilutive. | ||||||||||||||||
The computation of diluted net income per share does not assume the conversion of the Company’s $175 million initial aggregate principal amount of convertible subordinated notes (the "2014 Notes"). The 2014 Notes became due on April 15, 2014, and the remaining principal balance of $87.5 million plus interest of $0.4 million was paid with cash on hand (see Note 4). |
Inventories
Inventories | 9 Months Ended | |||||||
Dec. 27, 2014 | ||||||||
Inventory Disclosure [Abstract] | ||||||||
INVENTORIES | INVENTORIES | |||||||
Inventories are stated at the lower of cost or market determined using the average cost method. The components of inventories are as follows (in thousands): | ||||||||
December 27, 2014 | March 29, 2014 | |||||||
Raw materials | $ | 39,446 | $ | 32,927 | ||||
Work in process | 66,347 | 51,544 | ||||||
Finished goods | 64,226 | 41,232 | ||||||
Total inventories | $ | 170,019 | $ | 125,703 | ||||
Debt
Debt | 9 Months Ended |
Dec. 27, 2014 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT |
Convertible Debt | |
The 2014 Notes became due on April 15, 2014, and the remaining principal balance of $87.5 million plus interest of $0.4 million was paid with cash on hand. | |
Credit Agreement | |
In March 2013, the Company and certain material domestic subsidiaries of the Company (the “Guarantors”) entered into a four-year senior credit facility with Bank of America, N.A., as Administrative Agent and a lender, and a syndicate of other lenders (the “Credit Agreement”). The Credit Agreement includes a $125.0 million revolving credit facility, which includes a $5.0 million sublimit for the issuance of standby letters of credit and a $5.0 million sublimit for swingline loans. The Company may request, at any time and from time to time, that the revolving credit facility be increased by an amount not to exceed $50.0 million. The revolving credit facility is available to finance working capital, capital expenditures and other corporate purposes. The Company’s obligations under the Credit Agreement are jointly and severally guaranteed by the Guarantors. On August 15, 2013, the Credit Agreement was amended to revise the definition of "Eurodollar Base Rate" and a provision regarding restricted payments. On October 15, 2014, the Credit Agreement was amended in connection with the Business Combination (see Note 9) to reflect the lenders’ consent to the Permitted Change of Control (as defined in the Credit Agreement). On December 26, 2014, the Credit Agreement was amended to reflect the lenders' consent to increase the threshold for the Company's investments in foreign subsidiaries to $35.0 million. The Company currently has no outstanding amounts under the Credit Agreement and is in compliance with the financial covenants associated with the Credit Agreement as of December 27, 2014. |
Income_Taxes
Income Taxes | 9 Months Ended |
Dec. 27, 2014 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES |
Income Tax Expense | |
The Company’s provision for income taxes for the three and nine months ended December 27, 2014 and December 28, 2013 has been 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 the three and nine months ended December 27, 2014 and December 28, 2013. | |
The Company’s income tax expense was $15.6 million and $34.9 million for the three and nine months ended December 27, 2014, respectively, and $8.2 million and $11.3 million for the three and nine months ended December 28, 2013, respectively. The Company’s effective tax rate was 15.1% and 15.5% for the three and nine months ended December 27, 2014, respectively, and 56.7% and 45.3% for the three and nine months ended December 28, 2013, respectively. The Company's effective tax rate for both the third quarter of fiscal 2015 and the third quarter of fiscal 2014 differed from the statutory rate primarily due to tax rate differences in foreign jurisdictions, state income taxes, domestic tax credits generated, adjustments to the valuation allowance limiting the recognition of the benefit of domestic deferred tax assets, the domestic production activity deduction (for fiscal 2015 only), and adjustments to reduce the carrying value of United Kingdom (U.K.) deferred tax assets (for fiscal 2014 only). | |
Deferred Taxes | |
The valuation allowance against net deferred tax assets has decreased in fiscal 2015 by $31.1 million from the $143.3 million balance as of the end of fiscal 2014, with the change primarily arising from a decrease in domestic deferred tax assets as a result of generating current year domestic taxable income. The Company intends to maintain a valuation allowance against its domestic net deferred tax assets until sufficient positive evidence exists to support its full or partial reversal. The amount of the deferred tax assets actually realized could vary depending upon the amount of taxable income the Company is able to generate in the various taxing jurisdictions in which the Company operates. The Company will continue to evaluate the available positive and negative evidence in future periods, including the level of profitability in the U.S. during the remainder of fiscal 2015 and the impact of the Business Combination, which closed on January 1, 2015. To the extent it is then determined it is more likely than not that the deferred tax assets will be realized, a significant portion of the valuation allowance related to domestic deferred tax assets may be released. | |
The valuation allowance against deferred tax assets related to U.K. tax losses was increased during the first quarter of fiscal 2014 as manufacturing operations at the U.K. manufacturing facility were in process of being phased out and U.K. tax loss carryovers can only be used to offset income generated by the same trade or business from which they arose. | |
The Company has outstanding domestic federal and state tax net operating loss (“NOLs”) carry-forwards that began or will begin to expire in fiscal 2019 and fiscal 2015, respectively, if unused. The use of the NOLs that were acquired in prior year acquisitions is subject to certain annual limitations under Internal Revenue Code Section 382 and similar state tax provisions. | |
Uncertain Tax Positions | |
The Company’s gross unrecognized tax benefits increased from $39.4 million as of the end of fiscal 2014 to $40.4 million as of the end of the third quarter of fiscal 2015, with the change arising from a $0.9 million increase related to tax positions taken with respect to the current fiscal year and a $0.1 million increase related to tax positions taken with respect to prior fiscal years. |
Investments_and_Fair_Value_Mea
Investments and Fair Value Measurements | 9 Months Ended | |||||||||||||||
Dec. 27, 2014 | ||||||||||||||||
Investments and Fair Value Measurements [Abstract] | ||||||||||||||||
INVESTMENTS AND FAIR VALUE MEASUREMENTS | INVESTMENTS AND FAIR VALUE MEASUREMENTS | |||||||||||||||
Available-For-Sale | ||||||||||||||||
The following is a summary of available-for-sale securities as of December 27, 2014 and March 29, 2014 (in thousands): | ||||||||||||||||
Available-for-Sale Securities | ||||||||||||||||
Cost | Gross | Gross | Estimated Fair | |||||||||||||
Unrealized | Unrealized | Value | ||||||||||||||
Gains | Losses | |||||||||||||||
December 27, 2014 | ||||||||||||||||
U.S. government/agency securities | $ | 172,538 | $ | 4 | $ | (11 | ) | $ | 172,531 | |||||||
Auction rate securities | 2,150 | — | — | 2,150 | ||||||||||||
Equity securities | 1,594 | 4,485 | — | $ | 6,079 | |||||||||||
Money market funds | 22,261 | — | — | 22,261 | ||||||||||||
$ | 198,543 | $ | 4,489 | $ | (11 | ) | $ | 203,021 | ||||||||
March 29, 2014 | ||||||||||||||||
U.S. government/agency securities | $ | 133,064 | $ | 1 | $ | — | $ | 133,065 | ||||||||
Auction rate securities | 2,150 | — | — | 2,150 | ||||||||||||
Equity securities | — | — | — | — | ||||||||||||
Money market funds | 48,800 | — | — | 48,800 | ||||||||||||
$ | 184,014 | $ | 1 | $ | — | $ | 184,015 | |||||||||
The estimated fair value of available-for-sale securities was based on the prevailing market values on December 27, 2014 and March 29, 2014. We determine the cost of an investment sold based on the specific identification method. | ||||||||||||||||
There were no gross realized gains and losses recognized on available-for-sale securities for the three and nine months ended December 27, 2014. The gross realized gains and losses recognized on available-for-sale securities for the three and nine months ended December 28, 2013 were insignificant. | ||||||||||||||||
Available-for-sale investments in a continuous unrealized loss position for fewer than 12 months as of December 27, 2014, consisted of U.S. government/agency securities with gross unrealized losses of less than $0.1 million and an aggregate fair value of approximately $58.0 million. No available-for-sale investments were in a continuous unrealized loss position for 12 months or greater as of December 27, 2014. No available-for-sale investments were in a continuous unrealized loss position as of March 29, 2014. | ||||||||||||||||
The amortized cost of available-for-sale investments in debt securities with contractual maturities is as follows (in thousands): | ||||||||||||||||
December 27, 2014 | March 29, 2014 | |||||||||||||||
Cost | Estimated | Cost | Estimated | |||||||||||||
Fair Value | Fair Value | |||||||||||||||
Due in less than one year | $ | 194,799 | $ | 194,792 | $ | 181,864 | $ | 181,865 | ||||||||
Due after ten years | 2,150 | 2,150 | 2,150 | 2,150 | ||||||||||||
Total investments in debt securities | $ | 196,949 | $ | 196,942 | $ | 184,014 | $ | 184,015 | ||||||||
Fair Value Measurements | ||||||||||||||||
On a quarterly basis, the Company measures the fair value of its marketable securities, which are comprised of U.S. government/agency securities, auction rate securities (ARS), equity securities, and money market funds. Marketable securities are reported at fair value in cash and cash equivalents, short-term investments and long-term investments on the Company’s Condensed Consolidated Balance Sheet. The related unrealized gains and losses are included in accumulated other comprehensive income (loss), a component of shareholders’ equity, net of tax. | ||||||||||||||||
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 December 27, 2014 and March 29, 2014 (in thousands): | ||||||||||||||||
Total | Quoted Prices In | Significant Other | ||||||||||||||
Active Markets For | Observable Inputs | |||||||||||||||
Identical Assets | (Level 2) | |||||||||||||||
(Level 1) | ||||||||||||||||
December 27, 2014 | ||||||||||||||||
U.S. government/agency securities | $ | 172,531 | $ | 172,531 | $ | — | ||||||||||
Auction rate securities | 2,150 | — | 2,150 | |||||||||||||
Equity securities | 6,079 | 6,079 | — | |||||||||||||
Money market funds | 22,261 | 22,261 | — | |||||||||||||
$ | 203,021 | $ | 200,871 | $ | 2,150 | |||||||||||
March 29, 2014 | ||||||||||||||||
U.S. government/agency securities | $ | 133,065 | $ | 133,065 | $ | — | ||||||||||
Auction rate securities | 2,150 | — | 2,150 | |||||||||||||
Equity securities | — | — | — | |||||||||||||
Money market funds | 48,800 | 48,800 | — | |||||||||||||
$ | 184,015 | $ | 181,865 | $ | 2,150 | |||||||||||
ARS are debt instruments with interest rates that reset through periodic short-term auctions. The Company’s Level 2 ARS are valued at par based on quoted prices for identical or similar instruments in markets that are not active. As of December 27, 2014 and March 29, 2014, the Company did not have any Level 3 securities. | ||||||||||||||||
Nonrecurring Fair Value Measurements | ||||||||||||||||
The Company's non-financial assets, such as intangible assets, property and equipment, assets acquired and liabilities assumed in an acquisition or in a non-monetary exchange are measured at fair value when there is an indicator of impairment, and recorded at fair value only when an impairment charge is recognized. During the three and nine months ended December 27, 2014, the Company did not have any material non-financial assets or liabilities that were measured at fair value on a nonrecurring basis in periods subsequent to initial recognition. During the first quarter of fiscal 2014, the Company recorded a $1.7 million impairment of certain property and equipment as a result of the phase out of manufacturing and the then-pending sale of its U.K. manufacturing facility. As of June 29, 2013, the fair value of these impaired assets was estimated to be $0.8 million using a significant Level 3 unobservable input (market valuation approach). The market valuation approach uses prices and other relevant information generated primarily by recent market transactions involving similar or comparable assets, as well as the Company's experience. During the second quarter of fiscal 2014, the Company sold its U.K. manufacturing facility, which resulted in a loss on these impaired assets of $0.6 million. | ||||||||||||||||
Other Fair Value Disclosures | ||||||||||||||||
The carrying values of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities approximate fair values because of the relatively short-term maturities of these instruments. |
Recent_Accounting_Pronouncemen
Recent Accounting Pronouncements | 9 Months Ended |
Dec. 27, 2014 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
RECENT ACCOUNTING PRONOUNCEMENTS | RECENT ACCOUNTING PRONOUNCEMENTS |
In June 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2014-12, "Compensation - Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period." ASU 2014-12 requires that a performance target that affects vesting, and that could be achieved after the requisite service period, be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant-date fair value of the award. Compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. This pronouncement is effective for fiscal years, and interim periods within those years, beginning after December 15, 2015, and early adoption is permitted. The Company will adopt the provisions of ASU 2014-12 in the first quarter of fiscal 2017, and is currently evaluating the impact on its consolidated financial statements. | |
In May 2014, the FASB issued ASU 2014-09, "Revenue from Contracts with Customers (Topic 606)," which amends the guidance in former ASC Topic 605, Revenue Recognition, and provides a single, comprehensive revenue recognition model for all contracts with customers. ASU 2014-09 contains principles that an entity will apply to determine the measurement of revenue and timing of when it is recognized. The entity will recognize revenue to reflect the transfer of goods or services to customers at an amount that the entity expects to be entitled to in exchange for those goods or services. This pronouncement is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016, and early adoption is not permitted. The Company will adopt the provisions of ASU 2014-09 in the first quarter of fiscal 2018, and is currently evaluating the impact on its consolidated financial statements. |
Operating_Segment_Information
Operating Segment Information | 9 Months Ended | |||||||||||||||
Dec. 27, 2014 | ||||||||||||||||
Segment Reporting [Abstract] | ||||||||||||||||
OPERATING SEGMENT INFORMATION | OPERATING SEGMENT INFORMATION | |||||||||||||||
The Company’s operating segments as of December 27, 2014 are its Cellular Products Group (CPG), Multi-Market Products Group (MPG) and Compound Semiconductor Group (CSG). | ||||||||||||||||
CPG is a leading global supplier of cellular radio frequency (RF) solutions which perform various functions in the cellular front end section. The cellular front end section is located between the transceiver and the antenna. These RF solutions include power amplifier (PA) modules, transmit modules, PA duplexer modules, antenna control solutions, antenna switch modules, switch filter modules, switch duplexer modules and RF power management solutions. CPG supplies its broad portfolio of cellular RF solutions into a variety of mobile devices, including smartphones, handsets, notebook computers, and tablets. | ||||||||||||||||
MPG is a leading global supplier of a broad array of RF solutions, such as PAs, low noise amplifiers, variable gain amplifiers, high power gallium nitride transistors, attenuators, mixers, modulators, switches, voltage-controlled oscillators (VCOs), phase locked loop modules, circulators, isolators, multi-chip modules, front end modules, and a range of military and space components (amplifiers, mixers, VCOs and power dividers). Major communications applications include mobile wireless infrastructure, (second generation (2G), third generation (3G) and fourth generation (4G)), point-to-point and microwave radios, WiFi (infrastructure and mobile devices), and cable television (CATV) wireline infrastructure. Industrial applications include Smart Energy/Advanced Metering Infrastructure (AMI), private mobile radio, and test and measurement equipment. Aerospace and defense applications include military communications, radar and electronic warfare, as well as space communications. | ||||||||||||||||
CSG is a business group established to leverage the Company’s compound semiconductor technologies and related expertise in RF and non-RF end markets and applications. | ||||||||||||||||
As of December 27, 2014, the Company’s reportable segments are CPG and MPG. As of December 27, 2014, CSG did not meet the quantitative threshold for an individually reportable segment under ASC 280-10-50-12 and is therefore included in the “Other operating segment” line in the following tables. CPG and MPG are separate reportable segments based on the organizational structure and information reviewed by the Company’s Chief Executive Officer, who is the Company’s chief operating decision maker (or CODM), and 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 (loss) and non-GAAP operating income (loss) as a percentage of revenue. | ||||||||||||||||
The “All other” category includes operating expenses such as share-based compensation, amortization of purchased intangible assets, acquisition and integration related costs, intellectual property rights (IPR) litigation costs, restructuring and disposal costs, certain consulting costs, 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 inter-company 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 | Nine Months Ended | |||||||||||||||
December 27, | December 28, | December 27, | December 28, | |||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Net revenue: | ||||||||||||||||
CPG | $ | 341,999 | $ | 238,688 | $ | 901,576 | $ | 731,876 | ||||||||
MPG | 54,113 | 49,831 | 172,817 | 160,347 | ||||||||||||
Other operating segment | 4 | 1 | 65 | 9 | ||||||||||||
All other | 970 | — | 1,616 | — | ||||||||||||
Total net revenue | $ | 397,086 | $ | 288,520 | $ | 1,076,074 | $ | 892,232 | ||||||||
Income from operations: | ||||||||||||||||
CPG | $ | 112,672 | $ | 32,806 | $ | 269,014 | $ | 83,838 | ||||||||
MPG | 10,467 | 8,028 | 36,535 | 23,759 | ||||||||||||
Other operating segment | (1,687 | ) | (849 | ) | (5,020 | ) | (2,423 | ) | ||||||||
All other | (17,817 | ) | (24,593 | ) | (75,518 | ) | (77,091 | ) | ||||||||
Income from operations | 103,635 | 15,392 | 225,011 | 28,083 | ||||||||||||
Interest expense | (197 | ) | (1,469 | ) | (866 | ) | (4,381 | ) | ||||||||
Interest income | 188 | 46 | 263 | 128 | ||||||||||||
Other (expense) income | (195 | ) | 427 | 326 | 1,198 | |||||||||||
Income before income taxes | $ | 103,431 | $ | 14,396 | $ | 224,734 | $ | 25,028 | ||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
December 27, | December 28, | December 27, | December 28, | |||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Reconciliation of “All other” category: | ||||||||||||||||
Share-based compensation expense | $ | (4,119 | ) | $ | (4,882 | ) | $ | (22,831 | ) | $ | (24,750 | ) | ||||
Amortization of intangible assets | (5,467 | ) | (7,219 | ) | (19,234 | ) | (21,182 | ) | ||||||||
Acquisition and integration related costs | (7,548 | ) | (2,883 | ) | (21,462 | ) | (3,013 | ) | ||||||||
Restructuring and disposal costs | (224 | ) | (3,197 | ) | (1,801 | ) | (12,054 | ) | ||||||||
IPR litigation costs | (189 | ) | (2,333 | ) | (8,195 | ) | (5,059 | ) | ||||||||
Certain consulting expense | — | (3,430 | ) | — | (10,430 | ) | ||||||||||
Other expenses ((loss) gain on property and equipment, and start-up costs) | (270 | ) | (649 | ) | (1,995 | ) | (603 | ) | ||||||||
Loss from operations for “All other” | $ | (17,817 | ) | $ | (24,593 | ) | $ | (75,518 | ) | $ | (77,091 | ) |
Merger_Agreement
Merger Agreement | 9 Months Ended | |||||||||||||||
Dec. 27, 2014 | ||||||||||||||||
Merger Agreement [Abstract] | ||||||||||||||||
MERGER AGREEMENT | MERGER AGREEMENT | |||||||||||||||
Effective January 1, 2015, pursuant to the Merger Agreement, RFMD and TriQuint completed a strategic combination of their respective businesses through the “merger of equals” Business Combination. | ||||||||||||||||
As a result of the Business Combination, RFMD and TriQuint will combine complementary product portfolios, featuring power amplifiers (PAs), power management integrated circuits (PMICs), antenna control solutions, switch-based products and premium filters, to deliver a comprehensive portfolio of high-performance mobile solutions. It is expected that the Business Combination will strengthen the combined company’s service to the infrastructure and defense/aerospace industries and enable advanced gallium nitride (GaN) solutions for additional markets and applications. It is expected that customers also will benefit from new scale advantages in manufacturing and research and development, as well as an aggressive roadmap of new products and technologies. | ||||||||||||||||
The parties effected the Business Combination by (i) merging a newly-formed direct subsidiary of Qorvo with and into TriQuint, with TriQuint surviving the merger as a wholly owned direct subsidiary of Qorvo (such merger, the “TriQuint Merger”); and (ii) merging a newly-formed direct subsidiary of Qorvo with and into RFMD, with RFMD surviving the merger as a wholly owned direct subsidiary of Qorvo (the “RFMD Merger,” and, together with the TriQuint Merger, the “Mergers”). | ||||||||||||||||
Pursuant to the terms of the Merger Agreement, at the effective time of the RFMD Merger (the “RFMD Merger Effective Time”), by virtue of the RFMD Merger and without any action on the part of any shareholder, each share of common stock of RFMD, no par value per share (“RFMD Common Stock”), was converted into the right to receive 0.25 of a share of common stock, par value $0.0001 per share, of Qorvo (“Qorvo Common Stock”) (the exchange ratio of one share of RFMD Common Stock for 0.25 of a share of Qorvo Common Stock, the “RFMD Conversion Ratio”) plus cash in lieu of fractional shares. The Merger Agreement provided that, at the RFMD Merger Effective Time, all RFMD equity awards as of immediately prior to the RFMD Merger Effective Time were assumed by Qorvo, except that such equity awards as were exercisable for or may be settled in shares of RFMD Common Stock became exercisable for or may be settled in shares of Qorvo Common Stock based on the RFMD Conversion Ratio. | ||||||||||||||||
Pursuant to the terms of the Merger Agreement, at the effective time of the TriQuint Merger (the “TriQuint Merger Effective Time”), by virtue of the TriQuint Merger and without any action on the part of any stockholder, each share of common stock of TriQuint, $0.001 par value per share (“TriQuint Common Stock”), was converted into the right to receive 0.4187 of a share of Qorvo Common Stock (the exchange ratio of one share of TriQuint Common Stock for 0.4187 of a share of Qorvo Common Stock, the “TriQuint Conversion Ratio” and, together with the RFMD Conversion Ratio, the “Conversion Ratios”) plus cash in lieu of fractional shares. The Merger Agreement provided that, at the TriQuint Merger Effective Time, all TriQuint equity awards as of immediately prior to the TriQuint Merger Effective Time were assumed by Qorvo, except that such equity awards as were exercisable for or may be settled in shares of TriQuint Common Stock became exercisable for or may be settled in shares of Qorvo Common Stock based on the TriQuint Conversion Ratio. | ||||||||||||||||
The RFMD Merger Effective Time occurred immediately after the TriQuint Merger Effective Time. At the closing of the transaction, the effect of the application of the Conversion Ratios constituted a one-for-four reverse stock split of the issued and outstanding shares of RFMD Common Stock and TriQuint Common Stock. As discussed in Note 2, all share and per share information contained in the accompanying Condensed Consolidated Financial Statements, Notes to the Condensed Consolidated Financial Statements and the MD&A have been retroactively adjusted to reflect the reverse stock split for all periods presented in accordance with Staff Accounting Bulletin Topic 4.C. | ||||||||||||||||
The RFMD Common Stock and the TriQuint Common Stock were voluntarily delisted from the NASDAQ Stock Market in connection with the Business Combination. The Qorvo Common Stock is now trading on the NASDAQ Global Select Market under the ticker symbol “QRVO”. | ||||||||||||||||
Based on an evaluation of the provisions of FASB ASC Topic 805, “Business Combinations,” RFMD was determined to be the acquirer for accounting purposes. Under FASB ASC Topic 805, RFMD is treated as having acquired TriQuint in an all-stock transaction for an estimated total purchase price of approximately $5,200.0 million. The calculation of the total purchase price is based on the outstanding shares of TriQuint as of the acquisition date multiplied by the exchange ratio of 1.6749, and the resulting shares are then adjusted by the one-for-four reverse stock split and multiplied by the Qorvo split-adjusted share price of $66.36 on the date of acquisition. The purchase price also includes the fair value of replacement equity awards attributable to service prior to the closing of the Business Combination, which is estimated based on the ratio of the service period rendered as of the acquisition date to the total service period. The calculation of the estimated purchase price is subject to change as the Company is in process of completing the final analysis of certain components of the purchase price. | ||||||||||||||||
The total estimated purchase price will be allocated to TriQuint's net assets and liabilities of approximately $1,100.0 million and the remaining portion of the purchase price will be allocated to intangible assets consisting primarily of customer relationships, developed technology, purchase order backlog, trade name and in-process research and development. Because the Business Combination closed on January 1, 2015, the Company has not completed the detailed valuation studies necessary to arrive at the estimates of the fair value of TriQuint’s assets to be acquired and the liabilities to be assumed and the related allocations of purchase price. The excess of the purchase price over the tangible and identifiable intangible assets acquired and liabilities assumed will be allocated to goodwill, which the Company expects will be significant. | ||||||||||||||||
The following unaudited pro forma revenue for the three and nine months ended December 27, 2014 and December 28, 2013, assumes that the acquisition of TriQuint, which closed on January 1, 2015, was completed as of March 31, 2013 (in thousands): | ||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
27-Dec-14 | 28-Dec-13 | 27-Dec-14 | 28-Dec-13 | |||||||||||||
Revenue | $ | 741,402 | $ | 555,482 | $ | 1,920,849 | $ | 1,598,324 | ||||||||
Pro forma revenue includes adjustments for the purchases by RFMD of various products from TriQuint. The pro forma revenue has been prepared for comparative purposes only and does not purport to be indicative of the revenue that would have been achieved had the acquisition actually taken place as of March 31, 2013. In addition, these results are not intended to be a projection of future results and do not reflect the actual revenue that might have been achieved by Qorvo. | ||||||||||||||||
Pro forma net income and pro forma earnings per share have not been presented as we are still completing the valuation studies necessary to arrive at these financial measures. We expect the valuation may impact intangible amortization expense, depreciation expense, share-based compensation expense, and income tax expense. | ||||||||||||||||
During the three and nine months ended December 27, 2014, the Company incurred acquisition costs of $0.7 million and $4.5 million and integration costs of $6.8 million and $18.9 million, respectively, associated with the Business Combination. The acquisition and integration costs are being expensed as incurred and are presented in the Condensed Consolidated Statements of Income as "Other operating expense." |
Subsequent_Event
Subsequent Event | 9 Months Ended |
Dec. 27, 2014 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENT | SUBSEQUENT EVENT |
On January 1, 2015, RFMD and TriQuint completed a strategic combination of their respective businesses through a “merger of equals” in an all-stock transaction. See Note 9 for a detailed discussion of this transaction. |
Basis_of_Presentation_and_Sign1
Basis of Presentation and Significant Accounting Policies (Policies) | 9 Months Ended |
Dec. 27, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Income Tax Policy | The Company’s provision for income taxes for the three and nine months ended December 27, 2014 and December 28, 2013 has been 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 the three and nine months ended December 27, 2014 and December 28, 2013 |
The Company intends to maintain a valuation allowance against its domestic net deferred tax assets until sufficient positive evidence exists to support its full or partial reversal. The amount of the deferred tax assets actually realized could vary depending upon the amount of taxable income the Company is able to generate in the various taxing jurisdictions in which the Company operates. | |
Fair Value Measurements Policy | On a quarterly basis, the Company measures the fair value of its marketable securities, which are comprised of U.S. government/agency securities, auction rate securities (ARS), equity securities, and money market funds. Marketable securities are reported at fair value in cash and cash equivalents, short-term investments and long-term investments on the Company’s Condensed Consolidated Balance Sheet. The related unrealized gains and losses are included in accumulated other comprehensive income (loss), a component of shareholders’ equity, net of tax. |
Operating Segment Policy | As of December 27, 2014, the Company’s reportable segments are CPG and MPG. As of December 27, 2014, CSG did not meet the quantitative threshold for an individually reportable segment under ASC 280-10-50-12 and is therefore included in the “Other operating segment” line in the following tables. CPG and MPG are separate reportable segments based on the organizational structure and information reviewed by the Company’s Chief Executive Officer, who is the Company’s chief operating decision maker (or CODM), and 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 (loss) and non-GAAP operating income (loss) as a percentage of revenue. |
Net_Income_Per_Share_Tables
Net Income Per Share (Tables) | 9 Months Ended | |||||||||||||||
Dec. 27, 2014 | ||||||||||||||||
Earnings Per Share [Abstract] | ||||||||||||||||
Reconciliation of the numerators and denominators in the computation of basic and diluted net income per share | The following table sets forth a reconciliation of the numerators and denominators in the computation of basic and diluted net income per share (in thousands, except per share data): | |||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
December 27, 2014 | December 28, 2013 | December 27, 2014 | December 28, 2013 | |||||||||||||
Numerator: | ||||||||||||||||
Numerator for basic and diluted net income per share — net income available to common shareholders | $ | 87,863 | $ | 6,235 | $ | 189,821 | $ | 13,688 | ||||||||
Denominator: | ||||||||||||||||
Denominator for basic net income per share — weighted average shares | 72,723 | 70,610 | 72,167 | 70,437 | ||||||||||||
Effect of dilutive securities: | ||||||||||||||||
Share-based awards | 1,731 | 1,370 | 1,916 | 1,451 | ||||||||||||
Denominator for diluted net income per share — adjusted weighted average shares and assumed conversions | 74,454 | 71,980 | 74,083 | 71,888 | ||||||||||||
Basic net income per share | $ | 1.21 | $ | 0.09 | $ | 2.63 | $ | 0.19 | ||||||||
Diluted net income per share | $ | 1.18 | $ | 0.09 | $ | 2.56 | $ | 0.19 | ||||||||
Inventories_Tables
Inventories (Tables) | 9 Months Ended | |||||||
Dec. 27, 2014 | ||||||||
Inventory Disclosure [Abstract] | ||||||||
Components of inventories | Inventories are stated at the lower of cost or market determined using the average cost method. The components of inventories are as follows (in thousands): | |||||||
December 27, 2014 | March 29, 2014 | |||||||
Raw materials | $ | 39,446 | $ | 32,927 | ||||
Work in process | 66,347 | 51,544 | ||||||
Finished goods | 64,226 | 41,232 | ||||||
Total inventories | $ | 170,019 | $ | 125,703 | ||||
Investments_and_Fair_Value_Mea1
Investments and Fair Value Measurements (Tables) | 9 Months Ended | |||||||||||||||
Dec. 27, 2014 | ||||||||||||||||
Investments and Fair Value Measurements [Abstract] | ||||||||||||||||
Available-for-sale securities | The following is a summary of available-for-sale securities as of December 27, 2014 and March 29, 2014 (in thousands): | |||||||||||||||
Available-for-Sale Securities | ||||||||||||||||
Cost | Gross | Gross | Estimated Fair | |||||||||||||
Unrealized | Unrealized | Value | ||||||||||||||
Gains | Losses | |||||||||||||||
December 27, 2014 | ||||||||||||||||
U.S. government/agency securities | $ | 172,538 | $ | 4 | $ | (11 | ) | $ | 172,531 | |||||||
Auction rate securities | 2,150 | — | — | 2,150 | ||||||||||||
Equity securities | 1,594 | 4,485 | — | $ | 6,079 | |||||||||||
Money market funds | 22,261 | — | — | 22,261 | ||||||||||||
$ | 198,543 | $ | 4,489 | $ | (11 | ) | $ | 203,021 | ||||||||
March 29, 2014 | ||||||||||||||||
U.S. government/agency securities | $ | 133,064 | $ | 1 | $ | — | $ | 133,065 | ||||||||
Auction rate securities | 2,150 | — | — | 2,150 | ||||||||||||
Equity securities | — | — | — | — | ||||||||||||
Money market funds | 48,800 | — | — | 48,800 | ||||||||||||
$ | 184,014 | $ | 1 | $ | — | $ | 184,015 | |||||||||
Amortized cost of available-for-sale investments in debt securities with contractual maturities | The amortized cost of available-for-sale investments in debt securities with contractual maturities is as follows (in thousands): | |||||||||||||||
December 27, 2014 | March 29, 2014 | |||||||||||||||
Cost | Estimated | Cost | Estimated | |||||||||||||
Fair Value | Fair Value | |||||||||||||||
Due in less than one year | $ | 194,799 | $ | 194,792 | $ | 181,864 | $ | 181,865 | ||||||||
Due after ten years | 2,150 | 2,150 | 2,150 | 2,150 | ||||||||||||
Total investments in debt securities | $ | 196,949 | $ | 196,942 | $ | 184,014 | $ | 184,015 | ||||||||
Fair value of the financial assets measured at fair value on a recurring basis | 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 December 27, 2014 and March 29, 2014 (in thousands): | |||||||||||||||
Total | Quoted Prices In | Significant Other | ||||||||||||||
Active Markets For | Observable Inputs | |||||||||||||||
Identical Assets | (Level 2) | |||||||||||||||
(Level 1) | ||||||||||||||||
December 27, 2014 | ||||||||||||||||
U.S. government/agency securities | $ | 172,531 | $ | 172,531 | $ | — | ||||||||||
Auction rate securities | 2,150 | — | 2,150 | |||||||||||||
Equity securities | 6,079 | 6,079 | — | |||||||||||||
Money market funds | 22,261 | 22,261 | — | |||||||||||||
$ | 203,021 | $ | 200,871 | $ | 2,150 | |||||||||||
March 29, 2014 | ||||||||||||||||
U.S. government/agency securities | $ | 133,065 | $ | 133,065 | $ | — | ||||||||||
Auction rate securities | 2,150 | — | 2,150 | |||||||||||||
Equity securities | — | — | — | |||||||||||||
Money market funds | 48,800 | 48,800 | — | |||||||||||||
$ | 184,015 | $ | 181,865 | $ | 2,150 | |||||||||||
Operating_Segment_Information_
Operating Segment Information (Tables) | 9 Months Ended | |||||||||||||||
Dec. 27, 2014 | ||||||||||||||||
Segment Reporting [Abstract] | ||||||||||||||||
Summary of details of reportable segments | The following tables present details of the Company’s reportable segments and a reconciliation of the “All other” category (in thousands): | |||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
December 27, | December 28, | December 27, | December 28, | |||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Net revenue: | ||||||||||||||||
CPG | $ | 341,999 | $ | 238,688 | $ | 901,576 | $ | 731,876 | ||||||||
MPG | 54,113 | 49,831 | 172,817 | 160,347 | ||||||||||||
Other operating segment | 4 | 1 | 65 | 9 | ||||||||||||
All other | 970 | — | 1,616 | — | ||||||||||||
Total net revenue | $ | 397,086 | $ | 288,520 | $ | 1,076,074 | $ | 892,232 | ||||||||
Income from operations: | ||||||||||||||||
CPG | $ | 112,672 | $ | 32,806 | $ | 269,014 | $ | 83,838 | ||||||||
MPG | 10,467 | 8,028 | 36,535 | 23,759 | ||||||||||||
Other operating segment | (1,687 | ) | (849 | ) | (5,020 | ) | (2,423 | ) | ||||||||
All other | (17,817 | ) | (24,593 | ) | (75,518 | ) | (77,091 | ) | ||||||||
Income from operations | 103,635 | 15,392 | 225,011 | 28,083 | ||||||||||||
Interest expense | (197 | ) | (1,469 | ) | (866 | ) | (4,381 | ) | ||||||||
Interest income | 188 | 46 | 263 | 128 | ||||||||||||
Other (expense) income | (195 | ) | 427 | 326 | 1,198 | |||||||||||
Income before income taxes | $ | 103,431 | $ | 14,396 | $ | 224,734 | $ | 25,028 | ||||||||
Summary of reconciliation of "All other" category | ||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
December 27, | December 28, | December 27, | December 28, | |||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Reconciliation of “All other” category: | ||||||||||||||||
Share-based compensation expense | $ | (4,119 | ) | $ | (4,882 | ) | $ | (22,831 | ) | $ | (24,750 | ) | ||||
Amortization of intangible assets | (5,467 | ) | (7,219 | ) | (19,234 | ) | (21,182 | ) | ||||||||
Acquisition and integration related costs | (7,548 | ) | (2,883 | ) | (21,462 | ) | (3,013 | ) | ||||||||
Restructuring and disposal costs | (224 | ) | (3,197 | ) | (1,801 | ) | (12,054 | ) | ||||||||
IPR litigation costs | (189 | ) | (2,333 | ) | (8,195 | ) | (5,059 | ) | ||||||||
Certain consulting expense | — | (3,430 | ) | — | (10,430 | ) | ||||||||||
Other expenses ((loss) gain on property and equipment, and start-up costs) | (270 | ) | (649 | ) | (1,995 | ) | (603 | ) | ||||||||
Loss from operations for “All other” | $ | (17,817 | ) | $ | (24,593 | ) | $ | (75,518 | ) | $ | (77,091 | ) |
Merger_Agreement_Tables
Merger Agreement (Tables) | 9 Months Ended | |||||||||||||||
Dec. 27, 2014 | ||||||||||||||||
Merger Agreement [Abstract] | ||||||||||||||||
Pro forma revenue | The following unaudited pro forma revenue for the three and nine months ended December 27, 2014 and December 28, 2013, assumes that the acquisition of TriQuint, which closed on January 1, 2015, was completed as of March 31, 2013 (in thousands): | |||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
27-Dec-14 | 28-Dec-13 | 27-Dec-14 | 28-Dec-13 | |||||||||||||
Revenue | $ | 741,402 | $ | 555,482 | $ | 1,920,849 | $ | 1,598,324 | ||||||||
Net_Income_Per_Share_Details
Net Income Per Share (Details) (USD $) | 3 Months Ended | 9 Months Ended | 0 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Dec. 27, 2014 | Dec. 28, 2013 | Dec. 27, 2014 | Dec. 28, 2013 | Jan. 01, 2015 |
Numerator: | |||||
Numerator for basic and diluted net income per share — net income available to common shareholders | $87,863 | $6,235 | $189,821 | $13,688 | |
Denominator: | |||||
Denominator for basic net income per share — weighted average shares | 72,723 | 70,610 | 72,167 | 70,437 | |
Effect of dilutive securities: | |||||
Share-based awards | 1,731 | 1,370 | 1,916 | 1,451 | |
Denominator for diluted net income per share — adjusted weighted average shares and assumed conversions | 74,454 | 71,980 | 74,083 | 71,888 | |
Basic net income per share (in dollars per share) | $1.21 | $0.09 | $2.63 | $0.19 | |
Diluted net income per share (in dollars per share) | $1.18 | $0.09 | $2.56 | $0.19 | |
Subsequent Event [Member] | |||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | |||||
One-for-four reverse stock split | one-for-four |
Net_Income_Per_Share_Details_T
Net Income Per Share (Details Textual) (USD $) | 3 Months Ended | 9 Months Ended | 0 Months Ended | |||
Dec. 27, 2014 | Dec. 28, 2013 | Dec. 27, 2014 | Dec. 28, 2013 | Apr. 15, 2014 | Apr. 30, 2007 | |
Net Income (Loss) Per Share (Textual) | ||||||
Approximate number of shares excluded from the computation of diluted shares outstanding | 0 | 1,900,000 | 100,000 | 2,000,000 | ||
Convertible Notes Due 2014 [Member] | ||||||
Net Income (Loss) Per Share (Textual) | ||||||
Initial aggregate principal amount of Notes issued | $175,000,000 | |||||
Repayments of Convertible Debt | 87,500,000 | |||||
Interest Paid | $400,000 |
Inventories_Details
Inventories (Details) (USD $) | Dec. 27, 2014 | Mar. 29, 2014 |
In Thousands, unless otherwise specified | ||
Components of inventories | ||
Raw materials | $39,446 | $32,927 |
Work in process | 66,347 | 51,544 |
Finished goods | 64,226 | 41,232 |
Total inventories | $170,019 | $125,703 |
Debt_Details_Textual
Debt (Details Textual) (USD $) | 0 Months Ended | |
Apr. 15, 2014 | Dec. 27, 2014 | |
Convertible Notes Due 2014 [Member] | ||
Debt Instrument [Line Items] | ||
Repayments of Convertible Debt | $87,500,000 | |
Interest Paid | 400,000 | |
Bank of America Syndicate [Member] | Credit Agreement [Member] | ||
Debt Instrument [Line Items] | ||
Maximum investment in foreign subsidiaries | 35,000,000 | |
Line of Credit Facility, Amount Outstanding | 0 | |
Bank of America Syndicate [Member] | Revolving Credit Facility [Member] | Credit Agreement [Member] | ||
Debt Instrument [Line Items] | ||
Line of Credit Facility, Maximum Borrowing Capacity | 125,000,000 | |
Line of Credit Facility, Maximum amount of increase that may be requested | 50,000,000 | |
Bank of America Syndicate [Member] | Standby Letters of Credit [Member] | Credit Agreement [Member] | ||
Debt Instrument [Line Items] | ||
Line of Credit Facility, Maximum Borrowing Capacity | 5,000,000 | |
Bank of America Syndicate [Member] | Swingline Loan [Member] | Credit Agreement [Member] | ||
Debt Instrument [Line Items] | ||
Line of Credit Facility, Maximum Borrowing Capacity | $5,000,000 |
Income_Taxes_Details
Income Taxes (Details) (USD $) | 3 Months Ended | 9 Months Ended | |||
Dec. 27, 2014 | Dec. 28, 2013 | Dec. 27, 2014 | Dec. 28, 2013 | Mar. 29, 2014 | |
Income Tax Disclosure [Abstract] | |||||
Income tax expense | $15,568,000 | $8,161,000 | $34,913,000 | $11,340,000 | |
Effective tax rate | 15.10% | 56.70% | 15.50% | 45.30% | |
Decrease in valuation allowance against net deferred tax assets | -31,100,000 | ||||
Valuation allowance against net deferred tax assets | 143,300,000 | ||||
Gross unrecognized tax benefits | 40,400,000 | 40,400,000 | 39,400,000 | ||
Change in unrecognized tax benefits arising from increases related to current period tax positions | 900,000 | ||||
Unrecognized Tax Benefits, Increase Resulting from Prior Period Tax Positions | $100,000 |
Investments_and_Fair_Value_Mea2
Investments and Fair Value Measurements (Details) (USD $) | Dec. 27, 2014 | Mar. 29, 2014 |
In Thousands, unless otherwise specified | ||
Available-for-Sale securities | ||
Cost basis | $198,543 | $184,014 |
Gross unrealized gains | 4,489 | 1 |
Gross unrealized losses | 11 | |
Estimated fair value | 203,021 | 184,015 |
U.S. government/agency securities [Member] | ||
Available-for-Sale securities | ||
Cost basis | 172,538 | 133,064 |
Gross unrealized gains | 4 | 1 |
Gross unrealized losses | 11 | |
Estimated fair value | 172,531 | 133,065 |
Auction Rate Securities [Member] | ||
Available-for-Sale securities | ||
Cost basis | 2,150 | 2,150 |
Estimated fair value | 2,150 | 2,150 |
Equity Securities [Member] | ||
Available-for-Sale securities | ||
Cost basis | 1,594 | 0 |
Gross unrealized gains | 4,485 | |
Gross unrealized losses | 0 | |
Estimated fair value | 6,079 | 0 |
Money Market Funds [Member] | ||
Available-for-Sale securities | ||
Cost basis | 22,261 | 48,800 |
Estimated fair value | $22,261 | $48,800 |
Investments_and_Fair_Value_Mea3
Investments and Fair Value Measurements (Details 1) (Debt Securities [Member], USD $) | Dec. 27, 2014 | Mar. 29, 2014 |
In Thousands, unless otherwise specified | ||
Debt Securities [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Cost of investments in debt securities due in less than one year | $194,799 | $181,864 |
Cost of investments in debt securities due after ten years | 2,150 | 2,150 |
Cost | 196,949 | 184,014 |
Estimated fair value investments in debt securities due in less than one year | 194,792 | 181,865 |
Estimated fair value of investments in debt securities due after ten years | 2,150 | 2,150 |
Estimated fair value | $196,942 | $184,015 |
Investments_and_Fair_Value_Mea4
Investments and Fair Value Measurements (Details 2) (Recurring [Member], USD $) | Dec. 27, 2014 | Mar. 29, 2014 |
In Thousands, unless otherwise specified | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Fair value of financial assets measured at fair value on a recurring basis | $203,021 | $184,015 |
Quoted Prices In Active Markets For Identical Assets (Level 1) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Fair value of financial assets measured at fair value on a recurring basis | 200,871 | 181,865 |
Significant Other Observable Inputs (Level 2) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Fair value of financial assets measured at fair value on a recurring basis | 2,150 | 2,150 |
U.S. government/agency securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Fair value of financial assets measured at fair value on a recurring basis | 172,531 | 133,065 |
U.S. government/agency securities [Member] | Quoted Prices In Active Markets For Identical Assets (Level 1) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Fair value of financial assets measured at fair value on a recurring basis | 172,531 | 133,065 |
Auction Rate Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Fair value of financial assets measured at fair value on a recurring basis | 2,150 | 2,150 |
Auction Rate Securities [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Fair value of financial assets measured at fair value on a recurring basis | 2,150 | 2,150 |
Equity Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Fair value of financial assets measured at fair value on a recurring basis | 6,079 | 0 |
Equity Securities [Member] | Quoted Prices In Active Markets For Identical Assets (Level 1) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Fair value of financial assets measured at fair value on a recurring basis | 6,079 | |
Equity Securities [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Fair value of financial assets measured at fair value on a recurring basis | 0 | 0 |
Money Market Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Fair value of financial assets measured at fair value on a recurring basis | 22,261 | 48,800 |
Money Market Funds [Member] | Quoted Prices In Active Markets For Identical Assets (Level 1) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Fair value of financial assets measured at fair value on a recurring basis | $22,261 | $48,800 |
Investments_and_Fair_Value_Mea5
Investments and Fair Value Measurements (Details Textual) (USD $) | 3 Months Ended | 9 Months Ended | ||||
Dec. 27, 2014 | Dec. 28, 2013 | Dec. 27, 2014 | Dec. 28, 2013 | Mar. 29, 2014 | Jun. 29, 2013 | |
Investments and Fair Value Measurements (Textual) | ||||||
Available-for-sale Securities, Continuous Unrealized Loss Position, Less than Twelve Months, Fair Value | $58,000,000 | $58,000,000 | $0 | |||
Available-for-sale Securities, Gross Realized Gain (Loss) | 0 | 0 | ||||
Available-for-sale Securities, Continuous Unrealized Loss Position, Less than 12 Months, Accumulated Loss | 100,000 | 100,000 | ||||
Available-for-sale Securities, Continuous Unrealized Loss Position, Twelve Months or Longer, Fair Value | 0 | 0 | 0 | |||
Loss on the sale of certain property and equipment | 600,000 | |||||
Fair Value, Inputs, Level 3 [Member] | Fair Value, Measurements, Nonrecurring [Member] | ||||||
Investments and Fair Value Measurements (Textual) | ||||||
Impairment of certain property and equipment | 1,700,000 | |||||
Fair value of certain property and equipment | $800,000 |
Operating_Segment_Information_1
Operating Segment Information (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 27, 2014 | Dec. 28, 2013 | Dec. 27, 2014 | Dec. 28, 2013 |
Net revenue: | ||||
Net revenue | $397,086 | $288,520 | $1,076,074 | $892,232 |
Income (loss) from operations: | ||||
Income (loss) from operations | 103,635 | 15,392 | 225,011 | 28,083 |
Interest expense | -197 | -1,469 | -866 | -4,381 |
Interest income | 188 | 46 | 263 | 128 |
Other (expense) income, net | -195 | 427 | 326 | 1,198 |
Income before income taxes | 103,431 | 14,396 | 224,734 | 25,028 |
Operating Segments [Member] | CPG [Member] | ||||
Net revenue: | ||||
Net revenue | 341,999 | 238,688 | 901,576 | 731,876 |
Income (loss) from operations: | ||||
Income (loss) from operations | 112,672 | 32,806 | 269,014 | 83,838 |
Operating Segments [Member] | MPG [Member] | ||||
Net revenue: | ||||
Net revenue | 54,113 | 49,831 | 172,817 | 160,347 |
Income (loss) from operations: | ||||
Income (loss) from operations | 10,467 | 8,028 | 36,535 | 23,759 |
Operating Segments [Member] | Other operating segment [Member] | ||||
Net revenue: | ||||
Net revenue | 4 | 1 | 65 | 9 |
Income (loss) from operations: | ||||
Income (loss) from operations | -1,687 | -849 | -5,020 | -2,423 |
All other [Member] | ||||
Net revenue: | ||||
Net revenue | 970 | 0 | 1,616 | 0 |
Income (loss) from operations: | ||||
Income (loss) from operations | ($17,817) | ($24,593) | ($75,518) | ($77,091) |
Operating_Segment_Information_2
Operating Segment Information (Details 1) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 27, 2014 | Dec. 28, 2013 | Dec. 27, 2014 | Dec. 28, 2013 |
Reconciliation of "All other" category: | ||||
Share-based compensation expense | ($22,831) | ($24,750) | ||
Income from operations | 103,635 | 15,392 | 225,011 | 28,083 |
All other [Member] | ||||
Reconciliation of "All other" category: | ||||
Share-based compensation expense | -4,119 | -4,882 | -22,831 | -24,750 |
Amortization of intangible assets | -5,467 | -7,219 | -19,234 | -21,182 |
Acquisition and integration related costs | -7,548 | -2,883 | -21,462 | -3,013 |
Restructuring and disposal costs | -224 | -3,197 | -1,801 | -12,054 |
IPR litigation costs | -189 | -2,333 | -8,195 | -5,059 |
Certain consulting expense | -3,430 | -10,430 | ||
Other expenses ((loss) gain on property and equipment, and start-up costs) | -270 | -649 | -1,995 | -603 |
Income from operations | ($17,817) | ($24,593) | ($75,518) | ($77,091) |
Merger_Agreement_Details
Merger Agreement (Details) (USD $) | 3 Months Ended | 9 Months Ended | 0 Months Ended | 3 Months Ended | 9 Months Ended | |
Dec. 27, 2014 | Dec. 27, 2014 | Jan. 01, 2015 | Dec. 28, 2013 | Dec. 28, 2013 | Jan. 02, 2015 | |
TriQuint Merger [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Acquisition-related costs | $700,000 | $4,500,000 | ||||
Integration-related costs | 6,800,000 | 18,900,000 | ||||
Subsequent Event [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Share Price | $66.36 | |||||
One-for-four reverse stock split | one-for-four | |||||
Subsequent Event [Member] | TriQuint Merger [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Purchase price | 5,200,000,000 | |||||
Share exchange ratio (before giving effect to the reverse stock split) | 1.6749 | |||||
Net tangible assets acquired and liabilities assumed | 1,100,000,000 | |||||
Pro Forma [Member] | TriQuint Merger [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Pro forma revenue | $741,402,000 | $1,920,849,000 | $555,482,000 | $1,598,324,000 | ||
RFMD [Member] | Subsequent Event [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Number of rights to receive per share | 0.25 | |||||
Par value of common stock | 0 | |||||
Conversion ratio | 0.25 | |||||
Qorvo | Subsequent Event [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Par value of common stock | 0.0001 | |||||
TriQuint [Member] | Subsequent Event [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Number of rights to receive per share | 0.4187 | |||||
Par value of common stock | 0.001 | |||||
Conversion ratio | 0.4187 |