Current Report Filing (8-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8‑K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

July 23, 2014

TriQuint Semiconductor, Inc.

(Exact name of registrant as specified in its charter)



Delaware	000-22660	95-3654013
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2300 N.E. Brookwood Parkway

Hillsboro, Oregon 97124

(Address of principal executive offices, including zip code)

(503) 615-9000

(Registrant's telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition

On July 23, 2014, TriQuint Semiconductor, Inc. ("the Company") issued a press release announcing results for the quarter ended June 28, 2014. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K. The information in this Form 8-K and the Exhibit attached hereto is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits



Exhibit No.		Description

99.1		Press Release of TriQuint Semiconductor, Inc. dated July 23, 2014

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



	TRIQUINT SEMICONDUCTOR, INC.


	By:	/s/ Steve Buhaly
		Steve Buhaly
		Chief Financial Officer

Date: July 23, 2014

EXHIBIT INDEX



Exhibit No.		Description

99.1		Press Release of TriQuint Semiconductor, Inc. dated July 23, 2014

TriQuint Announces Second Quarter 2014 Results

HILLSBORO, OREGON (USA) - July 23, 2014 - TriQuint Semiconductor, Inc. (NASDAQ: TQNT), a leading RF solutions supplier and technology innovator, announces its financial results for the quarter ended June 28, 2014, including the following highlights:


•	Revenue grew 30% sequentially to $230.8 million


•	GAAP gross margin was 40.2% and net income was $0.03 per share


•	Non-GAAP gross margin was up 640 basis points sequentially to 41.7%


•	Non-GAAP net income was well above guidance at $0.13 per share


•	Sold premium filters to over 50 unique customers with discrete filter revenue on track to more than double in 2014


•	5 GHz WLAN front-end modules winning chipset reference design


•	Completed GaN performance, cost and capacity goals as part of the Defense Production Act Title III program


•	Expected merger with RFMD on track for second half of 2014

Commenting on the results, Ralph Quinsey, President and Chief Executive Officer, stated, “Revenue and earnings in the second quarter exceeded the high end of our previous guidance and our full year outlook remains strong. We continue to see robust demand in our infrastructure and mobile markets as worldwide demand for 4G LTE services ramp up with very strong demand for LTE base station products and premium filters for smartphones. We expect to exceed our goal of 500 basis points of gross margin improvement year over year and are now targeting 2014 full year non-GAAP gross margins to be greater than 40%. Additionally, we expect full year non-GAAP EPS to be up more than 6 times our 2013 results."

Summary Financial Results for the Three Months Ended June 28, 2014:

Revenue for the second quarter of 2014 was $230.8 million, up 21% from the second quarter of 2013 and 30% sequentially.

Cash and investments increased by $60.0 million this quarter to $223.5 million driven by operating results and cash proceeds from employee stock option exercises.

GAAP

Gross margin for the second quarter of 2014 was 40.2%, up sharply from 29.8% in the second quarter of 2013 due to higher revenue, product mix and better factory execution. Operating expenses for the second quarter of 2014 were $85.3 million, up sequentially due to merger and integration related costs.

Net income for the second quarter of 2014 was $5.2 million or $0.03 per diluted share, compared with a net loss of $14.9 million or $(0.09) per share in the second quarter of 2013.

Non-GAAP

Gross margin for the second quarter was 41.7%, up sharply from 31.3% in the second quarter of 2013. Operating expenses for the quarter were $72.0 million, up slightly sequentially.

Net income for the second quarter of 2014 was $23.6 million, or $0.13 per diluted share, compared with a net loss of $10.9 million or $(0.07) per share in the second quarter of 2013.

Please see the discussion of non-GAAP financial measures below and the attached supplemental schedule for a reconciliation of GAAP to non-GAAP financial measures.

Outlook:

The company believes second half revenue will be between $550 million and $600 million, up 11% at the midpoint from the prior year. While the split of this revenue between the third and fourth quarters depends on major program timing, the company currently expects third quarter revenue to range between $255 million and $265 million. Third quarter non-GAAP gross margin is expected to be between 43% and 45%, driven by strong execution, higher factory utilization and product mix. Non-GAAP operating expenses are expected to be approximately $70 million. Third quarter non-GAAP net income per diluted share is expected to be between $0.23 and $0.25. As of today, the company is 93% booked to the midpoint of Q3 revenue guidance.

Additional Information Regarding Results for the Three and Six Months Ended June 28, 2014:

GAAP and non-GAAP financial measures are presented in the tables below (in millions, except for percentage and per share information). Non-GAAP financial measures are reconciled to the corresponding GAAP financial measures in the table later in this press release.



GAAP RESULTS

	Three Months Ended															Six Months Ended
	Q2 2014			Q1 2014			Change vs. Q1 2014			Q2 2013			Change vs. Q2 2013			Q2 2014			Q2 2013			Change vs. Q2 2013
Revenue	$	230.8		$	177.6		30		%	$	190.1		21		%	$	408.4		$	374.3		9		%
Gross Profit	$	92.7		$	59.1		57		%	$	56.7		63		%	$	151.8		$	95.5		59		%
Gross Margin %	40.2		%	33.2		%	7.0		%	29.8		%	10.4		%	37.2		%	25.5		%	11.7		%
Op Income (Loss)	$	7.4		$	(20.0	)	137		%	$	(16.4	)	145		%	$	(12.6	)	$	(50.9	)	75		%
Net Income (Loss)	$	5.2		$	(19.1	)	127		%	$	(14.9	)	135		%	$	(13.9	)	$	(42.8	)	68		%
Inc (Loss) per share	$	0.03		$	(0.12	)	$	0.15		$	(0.09	)	$	0.12		$	(0.08	)	$	(0.27	)	$	0.19

NON-GAAP RESULTS^A

	Three Months Ended															Six Months Ended
	Q2 2014			Q1 2014			Change vs. Q1 2014			Q2 2013			Change vs. Q2 2013			Q2 2014			Q2 2013			Change vs. Q2 2013
Revenue	$	230.8		$	177.6		30		%	$	190.1		21		%	$	408.4		$	374.3		9		%
Gross Profit	$	96.2		$	62.6		54		%	$	59.5		62		%	$	158.8		$	101.5		56		%
Gross Margin %	41.7		%	35.3		%	6.4		%	31.3		%	10.4		%	38.9		%	27.1		%	11.8		%
Op Income (Loss)	$	24.3		$	(8.3	)	393		%	$	(10.1	)	341		%	$	15.9		$	(36.1	)	144		%
Net Income (Loss)	$	23.6		$	(9.4	)	351		%	$	(10.9	)	317		%	$	14.2		$	(38.2	)	137		%
Inc (Loss) per share	$	0.13		$	(0.06	)	$	0.19		$	(0.07	)	$	0.20		$	0.08		$	(0.24	)	$	0.32
A	Excludes stock based compensation charges, non-cash tax benefit, certain entries associated with mergers and acquisitions and other specifically identified non-routine transactions.

Conference Call:

TriQuint will host a conference call this afternoon at 1:30 p.m. PDT to discuss the results for the quarter and our future expectations for the company. To access the conference call, please dial (888) 813-6582 domestically, or (706) 643-7082 internationally, approximately ten minutes prior to the beginning of the call, using passcode 59055508. The call can also be heard via webcast accessed through the “Investors” section of TriQuint's web site at: http://invest.triquint.com. A replay of the conference call will be available until August 6, 2014.

Non-GAAP Financial Measures:

This press release provides financial measures for non-GAAP net income (loss), diluted earnings (loss) per share, gross profit, gross margin, operating expenses and operating income (loss) that exclude equity compensation expense, non-cash tax expense (benefit), certain entries associated with mergers and acquisitions and other specifically identified non-routine items, and are therefore not calculated in accordance with accounting principles generally accepted in the United States (“GAAP”). The charges associated with mergers and acquisitions reflect the amortization of intangible and tangible assets, transaction costs and changes to the earnout liability estimates recorded in connection with acquisition accounting and charged to the income statement. The non-cash tax expense (benefit) excludes certain deferred tax charges and benefits that do not currently result in a tax payment or tax refund. Management believes that these non-GAAP financial measures provide meaningful supplemental information that enhances management's and investors' ability to evaluate TriQuint's operating results.

These non-GAAP financial measures are not intended to be used in isolation and should not be considered a substitute for any other performance measure determined in accordance with GAAP. Investors and potential investors are cautioned that there are material limitations associated with the use of non-GAAP financial measures as an analytical tool, including that other companies may calculate similar non-GAAP financial measures differently than we do, limiting their usefulness as a comparative tool. The company compensates for these limitations by providing specific information regarding the GAAP amount excluded from the non-GAAP financial measures. The company further compensates for the limitations of our use of non-GAAP financial measures by presenting comparable GAAP measures more prominently. Investors and potential investors are encouraged to review the reconciliation of non-GAAP financial measures contained within this press release with our GAAP net income and net income per share.

Forward-Looking Statements:

This press release contains forward-looking statements made pursuant to the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include statements regarding improved financial results in 2014, expectations regarding discrete premium filter revenue for 2014, and anticipated full year gross margins and earnings; expected timing and completion of TriQuint’s merger with RFMD; and statements under "Outlook" regarding anticipated third and fourth quarter revenues, third quarter gross margin, operating expenses and net income per diluted share. These forward-looking statements are statements of management's opinion and are subject to various assumptions, risks, uncertainties and changes in circumstances. Actual results may vary materially from those expressed or implied in the statements herein or from historical results, due to changes in economic, business, competitive, technological and/or regulatory factors. More detailed information about risk factors that may affect actual results are set forth in TriQuint's reports on Form 10-K and 10-Q and other filings with the Securities and Exchange Commission. These reports can be accessed at the SEC web site, www.sec.gov. Except as required by law, TriQuint undertakes no obligation to revise or publicly release the results of any revision to these forward-looking statements.

A reader of this release should understand that it is not possible to predict or identify all risk factors and should not consider the risk factors described in TriQuint's filings with the Securities and Exchange Commission to be a complete statement of all potential risks and uncertainties.

Facts About TriQuint

Founded in 1985, TriQuint Semiconductor (NASDAQ: TQNT) is a leading RF solutions supplier and technology innovator for the world's top communications, defense and aerospace companies. People and organizations around the world need real-time, all-the-time connections; TriQuint products help reduce the cost and increase the performance of connected mobile devices and the networks that deliver critical voice, data and video communications. With the industry's broadest technology portfolio, recognized R&D leadership, and expertise in high-volume manufacturing, TriQuint creates standard and custom products using gallium arsenide (GaAs), gallium nitride (GaN), surface acoustic wave (SAW) and bulk acoustic wave (BAW) technologies. The company has ISO 9001-certified manufacturing facilities in the U.S., production in Costa Rica, and design centers in North America and Germany. For more information, visit www.triquint.com.

TriQuint: Reach Further, Reach Faster™

TQNT-F



Steve Buhaly VP of Finance & Administration, CFO TriQuint Semiconductor, Inc Tel: +1.503.615.9401 E-mail: steve.buhaly@triquint.com	Grant Brown Director, Investor Relations TriQuint Semiconductor, Inc Tel: +1.503.615.9413 E-mail: grant.brown@triquint.com	Media Contact: Brandi Frye Sr. Director, Corporate Communications TriQuint Semiconductor, Inc. Tel: +1.503.615.9488 E-mail: brandi.frye@triquint.com



CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In thousands)

			June 28, 2014		December 31, 2013

Assets
Current assets:
	Cash and cash equivalents		$	214,498	$	79,026
	Investments in marketable securities		8,979		—
	Accounts receivable, net		141,719		177,114
	Inventories		157,400		159,488
	Prepaid expenses		10,429		13,617
	Deferred tax assets, net		15,982		12,787
	Other current assets		37,341		39,960
		Total current assets	586,348		481,992
Property, plant and equipment, net			415,109		420,363
Goodwill			13,519		13,519
Intangible assets, net			20,680		23,510
Deferred tax assets – noncurrent, net			61,679		61,554
Other noncurrent assets, net			34,073		32,319
		Total assets	$	1,131,408	$	1,033,257

Liabilities and Stockholders' Equity
Current liabilities:
	Accounts payable		$	65,779	$	52,472
	Accrued payroll		41,587		39,743
	Other accrued liabilities		12,101		15,893
		Total current liabilities	119,467		108,108
Long-term liabilities:
	Long-term income tax liability		3,996		2,062
	Cross-licensing liability		11,604		11,752
	Other long-term liabilities		16,402		16,782
		Total liabilities	151,469		138,704
Stockholders' equity:
	Common stock		174		162
	Additional paid-in capital		799,138		699,903
	Accumulated other comprehensive income		93		95
	Retained earnings		180,534		194,393
		Total stockholders' equity	979,939		894,553
		Total liabilities and stockholders' equity	$	1,131,408	$	1,033,257



CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(In thousands, except per share amounts)

			Three Months Ended									Six Months Ended
			June 28, 2014			March 29, 2014			June 29, 2013			June 28, 2014			June 29, 2013

Revenues			$	230,771		$	177,606		$	190,103		$	408,377		374,312
Cost of goods sold			138,057			118,556			133,384			256,613			278,821
	Gross profit		92,714			59,050			56,719			151,764			95,491

Operating expenses:
	Research, development and engineering		48,001			49,870			47,107			97,871			93,178
	Selling, general and administrative		37,316			29,163			25,989			66,479			53,230
		Total operating expenses	85,317			79,033			73,096			164,350			146,408

	Operating income (loss)		7,397			(19,983		)	(16,377		)	(12,586		)	(50,917		)

Other (expense) income:
	Interest income		42			27			38			69			76
	Interest expense		(844		)	(855		)	(1,137		)	(1,699		)	(2,276		)
	Other, net		(624		)	45			336			(579		)	27
		Other (expense) income, net	(1,426		)	(783		)	(763		)	(2,209		)	(2,173		)

Income (loss) before income tax			5,971			(20,766		)	(17,140		)	(14,795		)	(53,090		)

	Income tax expense (benefit)		761			(1,697		)	(2,255		)	(936		)	(10,256		)
Net income (loss)			$	5,210		$	(19,069	)	$	(14,885	)	$	(13,859	)	$	(42,834	)

Per Share Data:
	Basic per share net earnings (loss)		$	0.03		$	(0.12	)	$	(0.09	)	$	(0.08	)	$	(0.27	)
	Diluted per share net earnings (loss)		$	0.03		$	(0.12	)	$	(0.09	)	(0.08		)	$	(0.27	)

Weighted-average shares outstanding:
	Basic		171,770			164,386			159,347			168,140			160,044
	Diluted		181,319			164,386			159,347			168,140			160,044



CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(% of revenue)

			Three Months Ended						Six Months Ended
			June 28, 2014		March 29, 2014		June 29, 2013		June 28, 2014		June 29, 2013

Revenues			100.0	%	100.0	%	100.0	%	100.0	%	100.0	%
Cost of goods sold			59.8	%	66.8	%	70.2	%	62.8	%	74.5	%
	Gross profit		40.2	%	33.2	%	29.8	%	37.2	%	25.5	%

Operating expenses:
	Research, development and engineering		20.8	%	28.1	%	24.8	%	24.0	%	24.9	%
	Selling, general and administrative		16.2	%	16.4	%	13.6	%	16.3	%	14.2	%
		Total operating expenses	37.0	%	44.5	%	38.4	%	40.3	%	39.1	%

	Operating income (loss)		3.2	%	(11.3	)%	(8.6	)%	(3.1	)%	(13.6	)%

Other (expense) income:
	Interest income		0.0	%	0.0	%	0.0	%	0.0	%	0.0	%
	Interest expense		(0.3	)%	(0.4	)%	(0.6	)%	(0.4	)%	(0.6	)%
	Other, net		(0.3	)%	0.0	%	0.2	%	(0.1	)%	0.0	%
		Other (expense) income, net	(0.6	)%	(0.4	)%	(0.4	)%	(0.5	)%	(0.6	)%

Income (loss) before income tax			2.6	%	(11.7	)%	(9.0	)%	(3.6	)%	(14.2	)%

	Income tax expense (benefit)		0.3	%	(1.0	)%	(1.2	)%	(0.2	)%	(2.8	)%
Net income (loss)			2.3	%	(10.7	)%	(7.8	)%	(3.4	)%	(11.4	)%



SUPPLEMENTAL RECONCILIATION OF GAAP TO NON-GAAP RESULTS
(Unaudited)
(Dollars in thousands, except per share amounts)
		Three Months Ended															Six Months Ended
		June 28, 2014					March 29, 2014					June 29, 2013					June 28, 2014					June 29, 2013
		(% of revenues)					(% of revenues)					(% of revenues)					(% of revenues)					(% of revenues)
GAAP GROSS PROFIT		$	92,714		40.2	%	$	59,050		33.2	%	$	56,719		29.8	%	$	151,764		37.2	%	$	95,491		25.5	%
	Adjustment for stock based compensation charges	2,218			1.0	%	1,785			1.0	%	1,570			0.8	%	4,003			1.0	%	3,606			1.0	%
	Adjustment for restructuring and impairment charges	(20		)	0.0	%	715			0.4	%	—			—	%	695			0.0	%	—			—	%
	Adjustment for charges associated with acquisitions	1,301			0.5	%	1,083			0.7	%	1,202			0.7	%	2,384			0.6	%	2,410			0.6	%
NON-GAAP GROSS PROFIT		$	96,213		41.7	%	$	62,633		35.3	%	$	59,491		31.3	%	158,846			38.9	%	101,507			27.1	%

GAAP OPERATING EXPENSES		$	85,317		37.0	%	$	79,033		44.5	%	$	73,096		38.4	%	$	164,350		40.3	%	$	146,408		39.1	%
	Adjustment for stock based compensation charges	(5,287		)	(2.3	)%	(4,805		)	(2.7	)%	(5,623		)	(3.0	)%	(10,092		)	(2.5	)%	(10,610		)	(2.8	)%
	Adjustment for restructuring and impairment charges	52			0.0	%	(1,080		)	(0.6	)%	—			—	%	(1,028		)	(0.3	)%	—			—	%
	Adjustment for charges associated with acquisitions	(8,124		)	(3.5	)%	(2,200		)	(1.2	)%	2,108			1.2	%	(10,324		)	(2.4	)%	1,794			0.5	%
NON-GAAP OPERATING EXPENSES		$	71,958		31.2	%	$	70,948		40.0	%	$	69,581		36.6	%	$	142,906		35.1	%	$	137,592		36.8	%

GAAP OPERATING INCOME (LOSS)		$	7,397		3.2	%	$	(19,983	)	(11.3	)%	$	(16,377	)	(8.6	)%	$	(12,586	)	(3.1	)%	$	(50,917	)	(13.6	)%
	Adjustment for stock based compensation charges	7,505			3.3	%	6,590			3.7	%	7,193			3.8	%	14,095			3.5	%	14,216			3.8	%
	Adjustment for restructuring and impairment charges	(72		)	(0.1	)%	1,795			1.0	%	—			—	%	1,723			0.4	%	—			—	%
	Adjustment for charges associated with acquisitions	9,425			4.1	%	3,283			1.9	%	(906		)	(0.5	)%	12,708			3.1	%	616			0.2	%
NON-GAAP OPERATING INCOME (LOSS)		$	24,255		10.5	%	$	(8,315	)	(4.7	)%	$	(10,090	)	(5.3	)%	$	15,940		3.9	%	$	(36,085	)	(9.6	)%

GAAP NET INCOME (LOSS)		$	5,210		2.3	%	$	(19,069	)	(10.7	)%	$	(14,885	)	(7.8	)%	$	(13,859	)	(3.4	)%	$	(42,834	)	(11.4	)%
	Adjustment for stock based compensation charges	7,505			3.3	%	6,590			3.7	%	7,193			3.8	%	14,095			3.5	%	14,216			3.8	%
	Adjustment for restructuring and impairment charges	(72		)	0.0	%	1,795			1.0	%	—			—	%	1,723			0.4	%	—			—	%
	Adjustment for impairment (recovery) of investment	515			0.2	%	—			—	%	(421		)	(0.2	)%	515			0.1	%	(421		)	(0.1	)%
	Adjustment for non-cash tax expense (benefit)	803			0.3	%	(2,190		)	(1.2	)%	(2,413		)	(1.4	)%	(1,387		)	(0.2	)%	(10,725		)	(2.9	)%



	Adjustment for charges associated with acquisitions	9,643			4.1	%	3,510			1.9	%	(421		)	(0.2	)%	13,153			3.2	%	1,591			0.4	%
NON-GAAP NET INCOME (LOSS)		$	23,604		10.2	%	$	(9,364	)	(5.3	)%	$	(10,947	)	(5.8	)%	$	14,240		3.6	%	$	(38,173	)	(10.2	)%

GAAP DILUTED EARNINGS (LOSS) PER SHARE		0.03					$	(0.12	)			$	(0.09	)			$	(0.08	)			(0.27		)
	Adjustment for stock based compensation charges	0.04					0.04					0.04					0.08					0.09
	Adjustment for restructuring and impairment charges	(0.00		)			0.01					—					0.01					—
	Adjustment for impairment (recovery) of investment	0.00					—					0.00					0.00					0.00
	Adjustment for non-cash tax expense (benefit)	0.01					(0.01		)			(0.02		)			(0.01		)			(0.07		)
	Adjustment for charges associated with acquisitions	0.05					0.02					0.00					0.08					0.01
NON-GAAP DILUTED EARNINGS (LOSS) PER SHARE		$	0.13				$	(0.06	)			$	(0.07	)			$	0.08				$	(0.24	)

Our earnings release contains forward looking estimates of non-GAAP gross margin and loss per share for the third quarter of 2014. We provide these non-GAAP measures on a prospective basis for the same reasons that we provide them to investors on a historical basis. The following table provides a reconciliation of GAAP gross margin and loss per share to non-GAAP gross margin and earnings per share anticipated for the third quarter of 2014 based on the mid-point of guidance.



Forward Looking Q3 GAAP Gross Margin		42.0		%
	Adjustment for stock based compensation charges	1.0		%
	Adjustment for charges associated with acquisitions	1.0		%
Forward Looking Q3 non-GAAP Gross Margin		44.0		%

Forward Looking Q3 GAAP Operating Expenses (in millions)		$	82.7
	Adjustment for stock based compensation charges	(5.0		)
	Adjustment for charges associated with acquisitions	(7.7		)
Forward Looking Q3 non-GAAP Operating Expenses		$	70.0

Forward Looking Q3 GAAP Net Earnings per Share		$	0.10
	Adjustment for stock based compensation charges	0.04
	Adjustment for non-cash tax expense	0.02
	Adjustment for charges associated with acquisitions	0.08
Forward Looking Q3 non-GAAP Net Earnings per Share		$	0.24