Get Started for Free Contexxia identifies hard-to-find pieces of information in SEC filings. No more highlighters, no more redlining, no more poring over huge documents. RF MICRO DEVICES INC (911160) 10-Q published on Oct 31, 2014 at 4:47 pm
Reporting Period: Sep 26, 2014
In the computation of diluted net income per share for the three and six months ended September 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 six months ended September 28, 2013, approximately 8.2 million shares and 8.5 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.
On February 22, 2014, RFMD and 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 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. The consummation of the business combination with TriQuint continues to be subject to certain regulatory approvals and satisfaction of customary closing conditions. We continue to anticipate the merger will be completed during the second half of calendar year 2014.
During the three and six months ended September 27, 2014, the Company incurred acquisition costs of $1.3 million and $3.8 million and integration costs of $6.1 million and $12.1 million, respectively, associated with the proposed 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 (income)." Certain fees are contingent on the transaction closing.
Research and development expenses decreased for the three months ended September 27, 2014 as compared to the three months ended September 28, 2013, primarily due to decreases in headcount and employee-related costs. Research and development expenses decreased for the six months ended September 27, 2014 as compared to the six months ended September 28, 2013, primarily due to lower product development costs and decreases in headcount and employee-related costs.
Other operating expense increased for the three and six months ended September 27, 2014 as compared to the three and six months ended September 28, 2013, primarily due to expenses associated with the proposed business combination with TriQuint (see Note 9 to the Condensed Consolidated Financial Statements). During the three and six months ended September 28, 2013, we recorded expenses of approximately $2.5 million and $5.1 million, respectively, related to the phase out of manufacturing and sale of our Newton Aycliffe, U.K.-based GaAs facility.
Credit Agreement On March 19, 2013, we 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. We 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. Our obligations under the Credit Agreement are jointly and severally guaranteed by certain subsidiaries. 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 proposed business combination with TriQuint Semiconductor, Inc. (“TriQuint”) (see Note 9) to reflect the lenders’ consent to the Permitted Change of Control (as defined in the Credit Agreement). We currently have no outstanding amounts under the Credit Agreement.