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Share Name | Share Symbol | Market | Type |
---|---|---|---|
MACOM Technology Solutions Holdings Inc | NASDAQ:MTSI | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.66 | 0.64% | 103.51 | 100.01 | 108.82 | 107.00 | 102.245 | 104.11 | 695,695 | 01:00:00 |
|
|
ý
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
Delaware
|
|
27-0306875
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
|
Large accelerated filer
|
x
|
|
|
Accelerated filer
|
¨
|
Non-accelerated filer
|
¨
|
(Do not check if a smaller reporting company)
|
|
Smaller reporting company
|
¨
|
|
|
|
Page No.
|
Item 1.
|
|||
|
|
||
|
|
||
|
|
Condensed Consolidated Statements of Comprehensive
Income (Loss)
|
|
|
|
||
|
|
||
|
|
||
Item 2.
|
|||
Item 3.
|
|||
Item 4.
|
|||
Item 1.
|
|||
Item1A.
|
|||
Item 2.
|
|||
Item 6.
|
|||
ITEM 1.
|
FINANCIAL STATEMENTS
|
|
July 1,
2016 |
|
October 2,
2015 |
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
66,842
|
|
|
$
|
122,312
|
|
Short term investments
|
23,726
|
|
|
39,557
|
|
||
Accounts receivable (less allowances of $3,525 and $5,745, respectively)
|
91,962
|
|
|
83,950
|
|
||
Inventories
|
117,078
|
|
|
79,943
|
|
||
Deferred income taxes
|
—
|
|
|
31,431
|
|
||
Income tax receivable
|
16,123
|
|
|
15,854
|
|
||
Prepaid and other current assets
|
12,353
|
|
|
11,172
|
|
||
Total current assets
|
$
|
328,084
|
|
|
$
|
384,219
|
|
Property and equipment, net
|
100,452
|
|
|
83,759
|
|
||
Goodwill
|
117,844
|
|
|
93,346
|
|
||
Intangible assets, net
|
270,856
|
|
|
243,666
|
|
||
Deferred income taxes
|
83,900
|
|
|
48,239
|
|
||
Other long-term assets
|
12,015
|
|
|
13,022
|
|
||
TOTAL ASSETS
|
$
|
913,151
|
|
|
$
|
866,251
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Current portion of long-term debt
|
4,513
|
|
|
4,058
|
|
||
Accounts payable
|
30,496
|
|
|
29,311
|
|
||
Accrued liabilities
|
43,091
|
|
|
38,107
|
|
||
Income taxes payable
|
37
|
|
|
—
|
|
||
Total current liabilities
|
$
|
78,137
|
|
|
$
|
71,476
|
|
Long-term debt, less current portion
|
340,581
|
|
|
340,504
|
|
||
Warrant liability
|
25,563
|
|
|
21,822
|
|
||
Deferred income taxes
|
14,293
|
|
|
—
|
|
||
Other long-term liabilities
|
7,945
|
|
|
7,916
|
|
||
Total liabilities
|
$
|
466,519
|
|
|
$
|
441,718
|
|
Stockholders’ equity:
|
|
|
|
||||
Common stock
|
54
|
|
|
53
|
|
||
Treasury stock, at cost
|
(330
|
)
|
|
(330
|
)
|
||
Accumulated other comprehensive income (loss)
|
8,711
|
|
|
(2,279
|
)
|
||
Additional paid-in capital
|
540,787
|
|
|
526,011
|
|
||
Accumulated deficit
|
(102,590
|
)
|
|
(98,922
|
)
|
||
Total stockholders’ equity
|
$
|
446,632
|
|
|
$
|
424,533
|
|
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
|
$
|
913,151
|
|
|
$
|
866,251
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
July 1,
2016 |
|
July 3,
2015 |
|
July 1,
2016 |
|
July 3,
2015 |
||||||||
Revenue
|
$
|
142,288
|
|
|
$
|
109,058
|
|
|
$
|
391,641
|
|
|
$
|
308,045
|
|
Cost of revenue
|
68,326
|
|
|
56,562
|
|
|
191,836
|
|
|
161,416
|
|
||||
Gross profit
|
73,962
|
|
|
52,496
|
|
|
199,805
|
|
|
146,629
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
||||||||
Research and development
|
26,064
|
|
|
20,965
|
|
|
77,589
|
|
|
60,186
|
|
||||
Selling, general and administrative
|
35,866
|
|
|
26,592
|
|
|
105,169
|
|
|
80,067
|
|
||||
Impairment charges
|
760
|
|
|
—
|
|
|
11,765
|
|
|
—
|
|
||||
Restructuring charges
|
1,092
|
|
|
558
|
|
|
2,100
|
|
|
971
|
|
||||
Total operating expenses
|
63,782
|
|
|
48,115
|
|
|
196,623
|
|
|
141,224
|
|
||||
Income from operations
|
10,180
|
|
|
4,381
|
|
|
3,182
|
|
|
5,405
|
|
||||
Other income (expense)
|
|
|
|
|
|
|
|
||||||||
Warrant liability gain (expense)
|
15,339
|
|
|
546
|
|
|
(3,741
|
)
|
|
(15,671
|
)
|
||||
Interest expense, net
|
(4,363
|
)
|
|
(4,505
|
)
|
|
(13,117
|
)
|
|
(13,951
|
)
|
||||
Other income (expense)
|
16
|
|
|
(225
|
)
|
|
36
|
|
|
(1,227
|
)
|
||||
Total other income (expense), net
|
10,992
|
|
|
(4,184
|
)
|
|
(16,822
|
)
|
|
(30,849
|
)
|
||||
Income (loss) before income taxes
|
21,172
|
|
|
197
|
|
|
(13,640
|
)
|
|
(25,444
|
)
|
||||
Income tax benefit
|
(181
|
)
|
|
(1,559
|
)
|
|
(6,178
|
)
|
|
(6,059
|
)
|
||||
Income (loss) from continuing operations
|
21,353
|
|
|
1,756
|
|
|
(7,462
|
)
|
|
(19,385
|
)
|
||||
Income from discontinued operations
|
1,199
|
|
|
6,271
|
|
|
3,794
|
|
|
13,568
|
|
||||
Net income (loss)
|
$
|
22,552
|
|
|
$
|
8,027
|
|
|
$
|
(3,668
|
)
|
|
$
|
(5,817
|
)
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss) per share:
|
|
|
|
|
|
|
|
||||||||
Basic income (loss) per share:
|
|
|
|
|
|
|
|
||||||||
Income (loss) from continuing operations
|
$
|
0.40
|
|
|
$
|
0.03
|
|
|
$
|
(0.14
|
)
|
|
$
|
(0.38
|
)
|
Income from discontinued operations
|
0.02
|
|
|
0.12
|
|
|
0.07
|
|
|
0.27
|
|
||||
Income (loss) per share - basic
|
$
|
0.42
|
|
|
$
|
0.15
|
|
|
$
|
(0.07
|
)
|
|
$
|
(0.12
|
)
|
Diluted income (loss) per share:
|
|
|
|
|
|
|
|
||||||||
Income (loss) from continuing operations
|
$
|
0.11
|
|
|
$
|
0.02
|
|
|
$
|
(0.14
|
)
|
|
$
|
(0.38
|
)
|
Income from discontinued operations
|
0.02
|
|
|
0.11
|
|
|
0.07
|
|
|
0.27
|
|
||||
Income (loss) per share - diluted
|
$
|
0.13
|
|
|
$
|
0.14
|
|
|
$
|
(0.07
|
)
|
|
$
|
(0.12
|
)
|
Shares used:
|
|
|
|
|
|
|
|
||||||||
Basic
|
53,516
|
|
|
53,098
|
|
|
53,253
|
|
|
50,433
|
|
||||
Diluted
|
55,288
|
|
|
55,174
|
|
|
53,253
|
|
|
50,433
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
July 1,
2016 |
|
July 3,
2015 |
|
July 1,
2016 |
|
July 3,
2015 |
||||||||
Net income (loss)
|
$
|
22,552
|
|
|
$
|
8,027
|
|
|
$
|
(3,668
|
)
|
|
$
|
(5,817
|
)
|
Unrealized gain on short term investments, net of tax
|
9
|
|
|
—
|
|
|
20
|
|
|
—
|
|
||||
Foreign currency translation gain (loss), net of tax
|
5,432
|
|
|
(822
|
)
|
|
10,970
|
|
|
(836
|
)
|
||||
Other comprehensive income (loss), net of tax
|
5,441
|
|
|
(822
|
)
|
|
10,990
|
|
|
(836
|
)
|
||||
Total comprehensive income (loss)
|
$
|
27,993
|
|
|
$
|
7,205
|
|
|
$
|
7,322
|
|
|
$
|
(6,653
|
)
|
|
|
|
|
|
Accumulated
Other
Comprehensive Income
(Loss)
|
|
Additional
Paid-in
Capital
|
Accumulated
Deficit
|
|
Total
Stockholders’
Equity
|
||||||||||||||||||
|
Common Stock
|
|
Treasury Stock
|
|||||||||||||||||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|||||||||||||||||||||
Balance at October 2, 2015
|
52,958
|
|
|
$
|
53
|
|
|
23
|
|
|
$
|
(330
|
)
|
|
$
|
(2,279
|
)
|
|
$
|
526,011
|
|
$
|
(98,922
|
)
|
|
$
|
424,533
|
|
Stock options exercises
|
110
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,128
|
|
—
|
|
|
1,128
|
|
||||||
Vesting of restricted common stock and units
|
748
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
1
|
|
||||||
Issuance of common stock pursuant to employee stock purchase plan
|
154
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,207
|
|
—
|
|
|
4,207
|
|
||||||
Shares repurchased for stock withholdings on restricted stock awards
|
(283
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,966
|
)
|
—
|
|
|
(9,966
|
)
|
||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19,407
|
|
—
|
|
|
19,407
|
|
||||||
Other comprehensive income, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,990
|
|
|
—
|
|
—
|
|
|
10,990
|
|
||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
(3,668
|
)
|
|
(3,668
|
)
|
||||||
Balance at July 1, 2016
|
53,687
|
|
|
$
|
54
|
|
|
23
|
|
|
$
|
(330
|
)
|
|
$
|
8,711
|
|
|
$
|
540,787
|
|
$
|
(102,590
|
)
|
|
$
|
446,632
|
|
MACOM TECHNOLOGY SOLUTIONS HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
|
|||||||
|
Nine Months Ended
|
||||||
|
July 1, 2016
|
|
July 3, 2015
|
||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
||||
Net loss
|
$
|
(3,668
|
)
|
|
$
|
(5,817
|
)
|
Adjustments to reconcile net loss to net cash provided by (used in) operating activities (net of acquisitions):
|
|
|
|
||||
Depreciation and intangibles amortization
|
52,612
|
|
|
38,662
|
|
||
Stock-based compensation
|
19,407
|
|
|
13,781
|
|
||
Warrant liability expense
|
3,741
|
|
|
15,671
|
|
||
Acquired inventory step-up amortization
|
2,200
|
|
|
6,333
|
|
||
Deferred financing cost amortization
|
1,214
|
|
|
1,247
|
|
||
Prepaid compensation amortization
|
3,849
|
|
|
6,584
|
|
||
Gain on disposition of business
|
(3,750
|
)
|
|
—
|
|
||
Deferred income taxes
|
(1,845
|
)
|
|
474
|
|
||
Other adjustments, net
|
899
|
|
|
(44
|
)
|
||
Impairment of assets
|
12,955
|
|
|
3,500
|
|
||
Change in operating assets and liabilities (net of acquisitions):
|
|
|
|
||||
Accounts receivable
|
(558
|
)
|
|
(6,993
|
)
|
||
Inventories
|
(25,092
|
)
|
|
1,446
|
|
||
Prepaid expenses and other assets
|
(3,157
|
)
|
|
2,969
|
|
||
Accounts payable
|
(2,243
|
)
|
|
(7,561
|
)
|
||
Accrued and other liabilities
|
(280
|
)
|
|
(10,494
|
)
|
||
Income taxes
|
(1,937
|
)
|
|
(55
|
)
|
||
Prepaid compensation
|
—
|
|
|
(14,586
|
)
|
||
Deferred revenue
|
—
|
|
|
(16,922
|
)
|
||
Net cash provided by operating activities
|
54,347
|
|
|
28,195
|
|
||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
||||
Acquisition of businesses, net
|
(85,516
|
)
|
|
(208,352
|
)
|
||
Purchases of property and equipment
|
(24,100
|
)
|
|
(32,488
|
)
|
||
Proceeds from sales and maturities of investments
|
40,357
|
|
|
—
|
|
||
Purchases of investments
|
(24,945
|
)
|
|
(250
|
)
|
||
Proceeds from discontinued operations
|
3,750
|
|
|
—
|
|
||
Strategic investments
|
—
|
|
|
1,500
|
|
||
Acquisition of intellectual property
|
(777
|
)
|
|
(2,483
|
)
|
||
Net cash used in investing activities
|
(91,231
|
)
|
|
(242,073
|
)
|
||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
||||
Proceeds from stock option exercises and employee stock purchases
|
5,336
|
|
|
5,329
|
|
||
Payments on notes payable
|
(2,625
|
)
|
|
(2,625
|
)
|
||
Payments of assumed debt
|
(9,553
|
)
|
|
(1,372
|
)
|
||
Repurchase of common stock
|
(9,966
|
)
|
|
(7,919
|
)
|
||
Payments of contingent consideration and other
|
(1,195
|
)
|
|
(39
|
)
|
||
Proceeds from stock offering, net of issuance costs
|
—
|
|
|
127,697
|
|
||
Proceeds from revolving credit facility
|
—
|
|
|
100,000
|
|
||
Payments on revolving credit facility
|
—
|
|
|
(100,000
|
)
|
||
Net cash (used in) provided by financing activities
|
(18,003
|
)
|
|
121,071
|
|
||
Foreign currency effect on cash
|
(583
|
)
|
|
(401
|
)
|
||
NET CHANGE IN CASH AND CASH EQUIVALENTS
|
(55,470
|
)
|
|
(93,208
|
)
|
||
CASH AND CASH EQUIVALENTS — Beginning of period
|
$
|
122,312
|
|
|
$
|
173,895
|
|
CASH AND CASH EQUIVALENTS — End of period
|
$
|
66,842
|
|
|
$
|
80,687
|
|
1.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
|
Preliminary Allocation
|
|
|
Allocation Adjustments
|
|
|
Adjusted Allocation
|
||||
|
|
|
|
|
|
|
|
||||
Current assets
|
$
|
10,850
|
|
|
$
|
—
|
|
|
|
10,850
|
|
Intangible assets
|
45,650
|
|
|
|
—
|
|
|
|
45,650
|
|
|
Other assets
|
3,334
|
|
|
|
—
|
|
|
|
3,334
|
|
|
Total assets acquired
|
59,834
|
|
|
|
—
|
|
|
|
59,834
|
|
|
Liabilities assumed:
|
|
|
|
|
|
|
|
||||
Debt
|
11,627
|
|
|
|
—
|
|
|
|
11,627
|
|
|
Deferred income taxes
|
12,932
|
|
|
|
(1,131
|
)
|
|
|
11,801
|
|
|
Other liabilities
|
3,968
|
|
|
|
—
|
|
|
|
3,968
|
|
|
Total liabilities assumed
|
28,527
|
|
|
|
(1,131
|
)
|
|
|
27,396
|
|
|
Net assets acquired
|
31,307
|
|
|
|
1,131
|
|
|
|
32,438
|
|
|
Consideration:
|
|
|
|
|
|
|
|
||||
Cash paid upon closing, net of cash acquired
|
47,517
|
|
|
|
—
|
|
|
|
47,517
|
|
|
Goodwill
|
$
|
16,210
|
|
|
$
|
(1,131
|
)
|
|
$
|
15,079
|
|
|
Amount
|
|
|
Useful Lives (Years)
|
||
Developed technology
|
$
|
9,400
|
|
|
|
7
|
Customer relationships
|
36,250
|
|
|
|
10
|
|
|
$
|
45,650
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
Nine Months Ended
|
||
Revenue
|
$
|
10,191
|
|
|
$
|
21,296
|
|
|
Loss before income taxes
|
|
(1,150
|
)
|
|
|
(3,717
|
)
|
|
Three Months Ended
|
Nine Months Ended
|
||||||||||||||
|
|
|
July 1, 2016
|
|
|
July 3, 2015
|
|
|
July 1, 2016
|
|
|
July 3, 2015
|
||||
Revenue
|
$
|
142,288
|
|
$
|
112,938
|
|
$
|
399,267
|
|
$
|
323,262
|
|
||||
Net income (loss)
|
|
24,276
|
|
|
|
5,440
|
|
|
|
(2,509
|
)
|
|
|
(14,724
|
)
|
|
|
Preliminary Allocation
|
|
|
Allocation Adjustments
|
|
|
Adjusted Allocation
|
|||
|
|
|
|
|
|
|
|
|
|||
Current assets
|
$
|
15,250
|
|
|
$
|
(1,835
|
)
|
|
$
|
13,415
|
|
Intangible assets
|
19,700
|
|
|
|
—
|
|
|
|
19,700
|
|
|
Other assets
|
6,249
|
|
|
|
—
|
|
|
|
6,249
|
|
|
Total assets acquired
|
41,199
|
|
|
|
(1,835
|
)
|
|
|
39,364
|
|
|
Liabilities assumed:
|
|
|
|
|
|
|
|
||||
Other liabilities
|
7,401
|
|
|
|
—
|
|
|
|
7,401
|
|
|
Total liabilities assumed
|
7,401
|
|
|
|
—
|
|
|
|
7,401
|
|
|
Net assets acquired
|
33,798
|
|
|
|
(1,835
|
)
|
|
|
31,963
|
|
|
Consideration:
|
|
|
|
|
|
|
|
||||
Cash paid upon closing, net of cash acquired
|
38,000
|
|
|
|
—
|
|
|
|
38,000
|
|
|
Goodwill
|
$
|
4,202
|
|
|
$
|
1,835
|
|
|
$
|
6,037
|
|
|
Amount
|
|
|
Useful Lives (Years)
|
||
Developed technology
|
$
|
1,000
|
|
|
|
7
|
Customer relationships
|
18,700
|
|
|
|
10
|
|
|
$
|
19,700
|
|
|
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||
|
|
July 1, 2016
|
|
July 1, 2016
|
||||
Revenue
|
|
$
|
9,861
|
|
|
$
|
22,113
|
|
Income before income taxes
|
|
596
|
|
|
422
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
|
July 1, 2016
|
|
July 3, 2015
|
|
July 1, 2016
|
|
July 3, 2015
|
||||||||
Revenue
|
|
$
|
142,288
|
|
|
$
|
118,000
|
|
|
$
|
400,477
|
|
|
$
|
337,392
|
|
Net income (loss)
|
|
22,182
|
|
|
7,616
|
|
|
(3,521
|
)
|
|
(8,132
|
)
|
|
October 2, 2015 Allocation
|
|
Allocation Adjustments
|
|
January 1, 2016 Adjusted Allocation
|
||||||
|
|
|
|
|
|
||||||
Current assets
|
$
|
23,674
|
|
|
$
|
(1,100
|
)
|
|
$
|
22,574
|
|
Intangible assets
|
136,900
|
|
|
400
|
|
|
137,300
|
|
|||
Other assets
|
9,194
|
|
|
—
|
|
|
9,194
|
|
|||
Total assets acquired
|
169,768
|
|
|
(700
|
)
|
|
169,068
|
|
|||
Liabilities assumed:
|
|
|
|
|
|
||||||
Debt
|
2,535
|
|
|
—
|
|
|
2,535
|
|
|||
Deferred income taxes
|
33,345
|
|
|
99
|
|
|
33,444
|
|
|||
Other liabilities
|
13,106
|
|
|
—
|
|
|
13,106
|
|
|||
Total liabilities assumed
|
48,986
|
|
|
99
|
|
|
49,085
|
|
|||
Net assets acquired
|
120,782
|
|
|
(799
|
)
|
|
119,983
|
|
|||
Consideration:
|
|
|
|
|
|
||||||
Cash paid upon closing, net of cash acquired
|
208,352
|
|
|
—
|
|
|
208,352
|
|
|||
Goodwill
|
$
|
87,570
|
|
|
$
|
799
|
|
|
$
|
88,369
|
|
|
Amount
|
|
Useful Lives (Years)
|
||
Developed technology
|
$
|
17,500
|
|
|
7
|
Customer relationships
|
119,800
|
|
|
10
|
|
|
$
|
137,300
|
|
|
|
|
Three Months Ended
|
Nine Months Ended
|
||||
|
July 3, 2015
|
July 3, 2015
|
||||
Revenue
|
$
|
130,663
|
|
$
|
382,279
|
|
Net income
|
13,178
|
|
2,317
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
|
July 1, 2016
|
|
July 3, 2015
|
|
July 1, 2016
|
|
July 3, 2015
|
||||||||
Revenue
|
|
$
|
—
|
|
|
$
|
21,605
|
|
|
$
|
—
|
|
|
$
|
62,367
|
|
Cost of revenue
|
|
—
|
|
|
14,317
|
|
|
—
|
|
|
41,004
|
|
||||
Gross profit
|
|
—
|
|
|
7,288
|
|
|
—
|
|
|
21,363
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
|
||||||||
Research and development
|
|
—
|
|
|
646
|
|
|
—
|
|
|
1,960
|
|
||||
Selling, general and administrative
|
|
—
|
|
|
836
|
|
|
—
|
|
|
2,187
|
|
||||
Restructuring charges
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total operating expenses
|
|
—
|
|
|
1,482
|
|
|
—
|
|
|
4,147
|
|
||||
Income from discontinued operations
|
|
—
|
|
|
5,806
|
|
|
—
|
|
|
17,216
|
|
||||
Other income
|
|
1,875
|
|
|
4,000
|
|
|
5,625
|
|
|
4,000
|
|
||||
Gain on sale
|
|
—
|
|
|
—
|
|
|
308
|
|
|
—
|
|
||||
Income before income taxes
|
|
1,875
|
|
|
9,806
|
|
|
5,933
|
|
|
21,216
|
|
||||
Income tax provision
|
|
676
|
|
|
3,535
|
|
|
2,139
|
|
|
7,648
|
|
||||
Income from discontinued operations
|
|
$
|
1,199
|
|
|
$
|
6,271
|
|
|
$
|
3,794
|
|
|
$
|
13,568
|
|
|
|
|
|
|
|
|
|
|
||||||||
Above includes depreciation and amortization of
|
|
$
|
—
|
|
|
$
|
45
|
|
|
$
|
—
|
|
|
$
|
168
|
|
Cashflow from Operating Activities
|
|
—
|
|
|
8,588
|
|
|
—
|
|
|
12,332
|
|
||||
Cashflow from (used in) Investing Activities
|
|
—
|
|
|
(5
|
)
|
|
3,750
|
|
|
(255
|
)
|
|
Amortized
Cost
|
|
Gross
Unrealized
Holding Gains
|
|
Gross
Unrealized
Holding Losses
|
|
Aggregate Fair
Value
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Corporate bonds
|
$
|
14,781
|
|
|
$
|
11
|
|
|
$
|
(72
|
)
|
|
$
|
14,720
|
|
Agency bonds
|
9,010
|
|
|
—
|
|
|
(4
|
)
|
|
9,006
|
|
||||
Total investments
|
$
|
23,791
|
|
|
$
|
11
|
|
|
$
|
(76
|
)
|
|
$
|
23,726
|
|
|
October 2,
2015 |
|
Net Realized/Unrealized Losses and Discount Amortization
|
|
Purchases
and
Issuances
|
|
Sales and
Settlements
|
|
July 1,
2016 |
||||||||||
Corporate bonds
|
$
|
24,462
|
|
|
$
|
(321
|
)
|
|
$
|
21,941
|
|
|
$
|
(31,362
|
)
|
|
$
|
14,720
|
|
Agency bonds
|
15,095
|
|
|
(98
|
)
|
|
3,004
|
|
|
(8,995
|
)
|
|
9,006
|
|
|||||
Total investments
|
$
|
39,557
|
|
|
$
|
(419
|
)
|
|
$
|
24,945
|
|
|
$
|
(40,357
|
)
|
|
$
|
23,726
|
|
|
July 1, 2016
|
|
October 2, 2015
|
||||
Less than 1 year
|
$
|
11,008
|
|
|
$
|
16,259
|
|
Over 1 year
|
12,718
|
|
|
23,298
|
|
||
Total investments
|
$
|
23,726
|
|
|
$
|
39,557
|
|
Level 1
- Quoted prices in active markets for identical assets or liabilities.
|
Level 2
- Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets with insufficient volume or infrequent transactions (less active markets), or model-driven valuations in which all significant inputs are observable or can be derived principally from, or corroborated with, observable market data.
|
Level 3
- Fair value is derived from valuation techniques in which one or more significant inputs are unobservable, including assumptions and judgments made by us.
|
|
July 1, 2016
|
||||||||||||||
|
Fair Value
|
|
Active Markets for Identical Assets (Level 1)
|
|
Observable Inputs (Level 2)
|
|
Unobservable Inputs (Level 3)
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
$
|
1,079
|
|
|
$
|
1,079
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Agency bonds
|
9,006
|
|
|
—
|
|
|
9,006
|
|
|
—
|
|
||||
Corporate bonds
|
14,720
|
|
|
—
|
|
|
14,720
|
|
|
—
|
|
||||
Total assets measured at fair value
|
$
|
24,805
|
|
|
$
|
1,079
|
|
|
$
|
23,726
|
|
|
$
|
—
|
|
Liabilities
|
|
|
|
|
|
|
|
||||||||
Contingent consideration
|
$
|
816
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
816
|
|
Common stock warrant liability
|
25,563
|
|
|
—
|
|
|
—
|
|
|
25,563
|
|
||||
Total liabilities measured at fair value
|
$
|
26,379
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
26,379
|
|
|
October 2, 2015
|
||||||||||||||
|
Fair Value
|
|
Active Markets for Identical Assets (Level 1)
|
|
Observable Inputs (Level 2)
|
|
Unobservable Inputs (Level 3)
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
$
|
15,000
|
|
|
$
|
15,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
US treasuries and agency bonds
|
15,095
|
|
|
—
|
|
|
15,095
|
|
|
—
|
|
||||
Corporate bonds
|
24,462
|
|
|
—
|
|
|
24,462
|
|
|
—
|
|
||||
Total assets measured at fair value
|
$
|
54,557
|
|
|
$
|
15,000
|
|
|
$
|
39,557
|
|
|
$
|
—
|
|
Liabilities
|
|
|
|
|
|
|
|
||||||||
Contingent consideration
|
$
|
1,150
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,150
|
|
Common stock warrant liability
|
21,822
|
|
|
—
|
|
|
—
|
|
|
21,822
|
|
||||
Total liabilities measured at fair value
|
$
|
22,972
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
22,972
|
|
|
October 2,
2015 |
|
Net Realized/Unrealized Losses Included in Earnings
|
|
Purchases
and
Issuances
|
|
Sales and
Settlements
|
|
Transfers in
and/or (out)
of Level 3
|
|
July 1,
2016 |
||||||||||||
Contingent consideration
|
$
|
1,150
|
|
|
$
|
66
|
|
|
$
|
—
|
|
|
$
|
(400
|
)
|
|
$
|
—
|
|
|
$
|
816
|
|
Common stock warrant liability
|
$
|
21,822
|
|
|
$
|
3,741
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
25,563
|
|
|
October 3,
2014 |
|
Net Realized/Unrealized Losses Included in Earnings
|
|
Purchases
and
Issuances
|
|
Sales and
Settlements
|
|
Transfers in
and/or (out)
of Level 3
|
|
July 3,
2015 |
||||||||||||
Trading Securities
|
$
|
250
|
|
|
$
|
—
|
|
|
$
|
250
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
500
|
|
Contingent consideration
|
$
|
820
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
820
|
|
Common stock warrant liability
|
$
|
15,801
|
|
|
$
|
15,671
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
31,472
|
|
|
July 1,
2016 |
|
October 2,
2015 |
||||
Raw materials
|
$
|
64,261
|
|
|
$
|
44,329
|
|
Work-in-process
|
14,002
|
|
|
3,086
|
|
||
Finished goods
|
38,815
|
|
|
32,528
|
|
||
Total
|
$
|
117,078
|
|
|
$
|
79,943
|
|
|
July 1,
2016 |
|
October 2,
2015 |
||||
Land, buildings and improvements
|
$
|
12,564
|
|
|
$
|
10,981
|
|
Construction in process
|
16,627
|
|
|
25,898
|
|
||
Machinery and equipment
|
118,542
|
|
|
89,852
|
|
||
Leasehold improvements
|
12,729
|
|
|
9,161
|
|
||
Furniture and fixtures
|
1,820
|
|
|
983
|
|
||
Computer equipment and software
|
12,369
|
|
|
9,307
|
|
||
Total property and equipment
|
174,651
|
|
|
146,182
|
|
||
Less accumulated depreciation and amortization
|
(74,199
|
)
|
|
(62,423
|
)
|
||
Property and equipment, net
|
$
|
100,452
|
|
|
$
|
83,759
|
|
Principal balance
|
$
|
343,000
|
|
Unamortized discount
|
(1,813
|
)
|
|
Total Term Loans
|
341,187
|
|
|
Current portion
|
3,500
|
|
|
Long-term, less current portion
|
$
|
337,687
|
|
2016 (rest of fiscal year)
|
$
|
875
|
|
2017
|
3,500
|
|
|
2018
|
3,500
|
|
|
2019
|
3,500
|
|
|
2020
|
3,500
|
|
|
Thereafter
|
328,125
|
|
|
Total
|
$
|
343,000
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
July 1,
2016 |
|
July 3,
2015 |
|
July 1,
2016 |
|
July 3,
2015 |
||||||||
Cost of revenue
|
$
|
6,440
|
|
|
$
|
6,932
|
|
|
$
|
20,249
|
|
|
$
|
19,638
|
|
Selling, general and administrative
|
6,415
|
|
|
3,201
|
|
|
17,142
|
|
|
7,350
|
|
||||
Total
|
$
|
12,855
|
|
|
$
|
10,133
|
|
|
$
|
37,391
|
|
|
$
|
26,988
|
|
|
July 1,
2016 |
|
October 2,
2015 |
||||
Acquired technology
|
$
|
165,319
|
|
|
$
|
162,536
|
|
Customer relationships
|
206,142
|
|
|
144,070
|
|
||
In-process research and development
|
8,000
|
|
|
8,000
|
|
||
Trade name
|
3,400
|
|
|
3,400
|
|
||
Total
|
382,861
|
|
|
318,006
|
|
||
Less accumulated amortization
|
(112,005
|
)
|
|
(74,340
|
)
|
||
Intangible assets — net
|
$
|
270,856
|
|
|
$
|
243,666
|
|
|
Total
|
|
Acquired
Technology
|
|
Customer
Relationships |
|
In-Process Research and Development
|
|
Trade Name
|
|
Goodwill
|
||||||||||||
Balance at October 2, 2015
|
$
|
411,352
|
|
|
$
|
162,536
|
|
|
$
|
144,070
|
|
|
$
|
8,000
|
|
|
$
|
3,400
|
|
|
$
|
93,346
|
|
Acquired
|
87,665
|
|
|
10,400
|
|
|
55,350
|
|
|
—
|
|
|
—
|
|
|
21,915
|
|
||||||
Currency translation adjustment
|
11,108
|
|
|
1,803
|
|
|
6,722
|
|
|
—
|
|
|
—
|
|
|
2,583
|
|
||||||
Other intangibles purchased
|
668
|
|
|
668
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Impairments of intangible assets
|
(10,088
|
)
|
|
(10,088
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Balance at July 1, 2016
|
$
|
500,705
|
|
|
$
|
165,319
|
|
|
$
|
206,142
|
|
|
$
|
8,000
|
|
|
$
|
3,400
|
|
|
$
|
117,844
|
|
|
2016 Remaining
|
2017
|
2018
|
2019
|
2020
|
Thereafter
|
Total
|
|||||||||
Amortization expense
|
$
|
12,802
|
|
51,341
|
|
48,420
|
|
41,786
|
|
33,716
|
|
71,391
|
|
$
|
259,456
|
|
Balance at October 2, 2015
|
$
|
21,822
|
|
Change in estimated fair value
|
3,741
|
|
|
Balance at July 1, 2016
|
$
|
25,563
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
July 1, 2016
|
|
July 3, 2015
|
|
July 1, 2016
|
|
July 3, 2015
|
||||||||
Numerator:
|
|
|
|
|
|
|
|
||||||||
Income (loss) from continuing operations
|
$
|
21,353
|
|
|
$
|
1,756
|
|
|
$
|
(7,462
|
)
|
|
$
|
(19,385
|
)
|
Income from discontinued operations
|
1,199
|
|
|
6,271
|
|
|
3,794
|
|
|
13,568
|
|
||||
Net income (loss)
|
$
|
22,552
|
|
|
$
|
8,027
|
|
|
$
|
(3,668
|
)
|
|
$
|
(5,817
|
)
|
Warrant liability gain
|
(15,339
|
)
|
|
(546
|
)
|
|
—
|
|
|
—
|
|
||||
Net income (loss) attributable to common stockholders
|
$
|
7,213
|
|
|
$
|
7,481
|
|
|
$
|
(3,668
|
)
|
|
$
|
(5,817
|
)
|
Denominator:
|
|
|
|
|
|
|
|
||||||||
Weighted average common shares outstanding-basic
|
53,516
|
|
|
53,098
|
|
|
53,253
|
|
|
50,433
|
|
||||
Dilutive effect of options and warrants
|
1,772
|
|
|
2,076
|
|
|
—
|
|
|
—
|
|
||||
Weighted average common shares outstanding-diluted
|
55,288
|
|
|
55,174
|
|
|
53,253
|
|
|
50,433
|
|
||||
Common stock (loss) earnings per share-basic:
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
$
|
0.40
|
|
|
$
|
0.03
|
|
|
$
|
(0.14
|
)
|
|
$
|
(0.38
|
)
|
Discontinued operations
|
0.02
|
|
|
0.12
|
|
|
0.07
|
|
|
0.27
|
|
||||
Net common stock earnings (loss) per share-basic
|
$
|
0.42
|
|
|
$
|
0.15
|
|
|
$
|
(0.07
|
)
|
|
$
|
(0.12
|
)
|
Common stock (loss) earnings per share-diluted:
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
$
|
0.11
|
|
|
$
|
0.02
|
|
|
$
|
(0.14
|
)
|
|
$
|
(0.38
|
)
|
Discontinued operations
|
0.02
|
|
|
0.11
|
|
|
0.07
|
|
|
0.27
|
|
||||
Net common stock earnings (loss) per share-diluted
|
$
|
0.13
|
|
|
$
|
0.14
|
|
|
$
|
(0.07
|
)
|
|
$
|
(0.12
|
)
|
Balance as of October 2, 2015
|
$
|
943
|
|
Current period adjustments
|
2,100
|
|
|
Payments
|
(1,158
|
)
|
|
Balance as of July 1, 2016
|
$
|
1,885
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
July 1,
2016 |
|
July 3,
2015 |
|
July 1,
2016 |
|
July 3,
2015 |
||||||||
Cost of revenue
|
$
|
652
|
|
|
$
|
477
|
|
|
$
|
1,602
|
|
|
$
|
1,372
|
|
Research and development
|
1,903
|
|
|
1,272
|
|
|
5,411
|
|
|
3,399
|
|
||||
Selling, general and administrative
|
3,626
|
|
|
2,904
|
|
|
12,394
|
|
|
9,010
|
|
||||
Total stock-based compensation expense
|
$
|
6,181
|
|
|
$
|
4,653
|
|
|
$
|
19,407
|
|
|
$
|
13,781
|
|
|
Number of Shares
|
|
Weighted-
Average
Grate Date Fair Value
|
|
Aggregate
Intrinsic
Value
|
|||||
Balance at October 2, 2015
|
1,692
|
|
|
$
|
25.30
|
|
|
$
|
48,375
|
|
Granted
|
766
|
|
|
$
|
39.98
|
|
|
|
||
Vested and released
|
(748
|
)
|
|
$
|
23.90
|
|
|
|
||
Forfeited, canceled or expired
|
(49
|
)
|
|
$
|
30.04
|
|
|
|
||
Balance at July 1, 2016
|
1,661
|
|
|
$
|
32.56
|
|
|
$
|
53,800
|
|
|
Nine Months Ended
|
||||||
|
July 1,
2016 |
|
July 3,
2015 |
||||
Cash paid for interest
|
$
|
12,285
|
|
|
$
|
11,521
|
|
Cash paid for income taxes
|
$
|
1,080
|
|
|
$
|
890
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
Revenue by Geographic Region
|
July 1,
2016 |
|
July 3,
2015 |
|
July 1,
2016 |
|
July 3,
2015 |
||||||||
United States
|
$
|
39,763
|
|
|
$
|
34,067
|
|
|
$
|
110,747
|
|
|
$
|
116,252
|
|
Asia Pacific (1)
|
91,820
|
|
|
64,700
|
|
|
251,281
|
|
|
164,652
|
|
||||
Other Countries (2)
|
10,705
|
|
|
10,291
|
|
|
29,613
|
|
|
27,141
|
|
||||
Total
|
$
|
142,288
|
|
|
$
|
109,058
|
|
|
$
|
391,641
|
|
|
$
|
308,045
|
|
|
|
As of
|
||||||
Long-Lived Assets by Geographic Region
|
|
July 1,
2016 |
|
October 2,
2015 |
||||
United States
|
|
$
|
84,129
|
|
|
$
|
72,617
|
|
Asia Pacific (1)
|
|
13,452
|
|
|
8,740
|
|
||
Other Countries (2)
|
|
2,871
|
|
|
2,402
|
|
||
Total
|
|
$
|
100,452
|
|
|
$
|
83,759
|
|
(1)
|
Asia Pacific represents China, Taiwan, Hong Kong, Japan, Singapore, India, Thailand, Korea, Australia, Malaysia and the Philippines.
|
(2)
|
No international country or region represented greater than 10% of the total net long-lived assets or revenue as of the dates presented, other than the Asia-Pacific region as presented above.
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||
Revenue
|
July 1,
2016 |
|
July 3,
2015 |
|
July 1,
2016 |
|
July 3,
2015 |
||
Customer A
|
16
|
%
|
|
8
|
%
|
|
16%
|
|
6%
|
Customer B
|
12
|
%
|
|
12
|
%
|
|
12%
|
|
13%
|
Customer C
|
9
|
%
|
|
14
|
%
|
|
11%
|
|
18%
|
Accounts Receivable
|
|
July 1,
2016 |
|
October 2,
2015 |
||
Customer A
|
|
13
|
%
|
|
14
|
%
|
Customer B
|
|
15
|
%
|
|
10
|
%
|
Customer C
|
|
14
|
%
|
|
22
|
%
|
ITEM 2.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
•
|
engaging early with our lead customers to develop products and solutions that can be driven across multiple growth markets;
|
•
|
leveraging our core strength and leadership position in standard, catalog products that can service multiple end market applications;
|
•
|
increasing content of our semiconductor solutions in our customers’ systems through cross-selling of our more than 40 product lines;
|
•
|
introducing new products through internal development and acquisitions with market reception that command higher prices based on the application of advanced technologies such as GaN, added features, higher levels of integration and improved performance; and
|
•
|
growth in the market for high-performance analog semiconductors generally, and in our three primary markets in particular.
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
July 1,
2016 |
|
July 3,
2015 |
|
July 1,
2016 |
|
July 3,
2015 |
||||||||
Revenue
|
$
|
142,288
|
|
|
$
|
109,058
|
|
|
$
|
391,641
|
|
|
$
|
308,045
|
|
Cost of revenue (1) (5) (6)
|
68,326
|
|
|
56,562
|
|
|
191,836
|
|
|
161,416
|
|
||||
Gross profit
|
73,962
|
|
|
52,496
|
|
|
199,805
|
|
|
146,629
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
||||||||
Research and development (1)
|
26,064
|
|
|
20,965
|
|
|
77,589
|
|
|
60,186
|
|
||||
Selling, general and administrative (1) (3)
|
35,866
|
|
|
26,592
|
|
|
105,169
|
|
|
80,067
|
|
||||
Impairment charges (6)
|
760
|
|
|
—
|
|
|
11,765
|
|
|
—
|
|
||||
Restructuring charges
|
1,092
|
|
|
558
|
|
|
2,100
|
|
|
971
|
|
||||
Total operating expenses
|
63,782
|
|
|
48,115
|
|
|
196,623
|
|
|
141,224
|
|
||||
Income from operations
|
10,180
|
|
|
4,381
|
|
|
3,182
|
|
|
5,405
|
|
||||
Other income (expense)
|
|
|
|
|
|
|
|
||||||||
Warrant liability gain (expense) (2)
|
15,339
|
|
|
546
|
|
|
(3,741
|
)
|
|
(15,671
|
)
|
||||
Interest expense
|
(4,363
|
)
|
|
(4,505
|
)
|
|
(13,117
|
)
|
|
(13,951
|
)
|
||||
Other income (expense)
|
16
|
|
|
(225
|
)
|
|
36
|
|
|
(1,227
|
)
|
||||
Total other income (expense), net
|
10,992
|
|
|
(4,184
|
)
|
|
(16,822
|
)
|
|
(30,849
|
)
|
||||
Income (loss) before income taxes
|
21,172
|
|
|
197
|
|
|
(13,640
|
)
|
|
(25,444
|
)
|
||||
Income tax benefit
|
(181
|
)
|
|
(1,559
|
)
|
|
(6,178
|
)
|
|
(6,059
|
)
|
||||
Income (loss) from continuing operations
|
21,353
|
|
|
1,756
|
|
|
(7,462
|
)
|
|
(19,385
|
)
|
||||
Income from discontinued operations (4)
|
1,199
|
|
|
6,271
|
|
|
3,794
|
|
|
13,568
|
|
||||
Net income (loss)
|
$
|
22,552
|
|
|
$
|
8,027
|
|
|
$
|
(3,668
|
)
|
|
$
|
(5,817
|
)
|
(1)
|
Includes (a) Amortization expense related to intangible assets arising from acquisitions and (b) Stock-based compensation included in our consolidated statements of operations as set forth below (in thousands):
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
July 1,
2016 |
|
July 3,
2015 |
|
July 1,
2016 |
|
July 3,
2015 |
||||||||
(a) Intangible amortization expense:
|
|
|
|
|
|
|
|
||||||||
Cost of revenue
|
$
|
6,440
|
|
|
$
|
6,932
|
|
|
$
|
20,249
|
|
|
$
|
19,638
|
|
Selling, general and administrative
|
6,415
|
|
|
3,201
|
|
|
17,142
|
|
|
7,350
|
|
||||
(b) Stock-based compensation expense:
|
|
|
|
|
|
|
|
||||||||
Cost of revenue
|
$
|
652
|
|
|
$
|
477
|
|
|
1,602
|
|
|
1,372
|
|
||
Research and development
|
1,903
|
|
|
1,272
|
|
|
5,411
|
|
|
3,399
|
|
||||
Selling, general and administrative
|
3,626
|
|
|
2,904
|
|
|
12,394
|
|
|
9,010
|
|
|
|
Three Months Ended
|
|
|
|
|
Nine Months Ended
|
|
|
||||||||||||
|
|
July 1,
2016 |
|
|
July 3,
2015 |
|
%
Change
|
|
|
July 1,
2016 |
|
|
July 3,
2015 |
|
%
Change
|
||||||
Networks
|
$
|
104,605
|
|
$
|
74,061
|
|
41.2
|
%
|
|
$
|
283,969
|
|
$
|
194,654
|
|
45.9
|
%
|
||||
A&D
|
|
18,128
|
|
|
20,322
|
|
(10.8
|
)%
|
|
|
54,466
|
|
|
64,635
|
|
(15.7
|
)%
|
||||
Multi-market
|
|
19,555
|
|
|
14,675
|
|
33.3
|
%
|
|
|
53,206
|
|
|
48,756
|
|
9.1
|
%
|
||||
Total
|
$
|
142,288
|
|
$
|
109,058
|
|
|
|
$
|
391,641
|
|
$
|
308,045
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Networks
|
|
73.5
|
%
|
|
|
67.9
|
%
|
|
|
|
|
72.5
|
%
|
|
|
63.2
|
%
|
|
|
||
A&D
|
|
12.7
|
%
|
|
|
18.6
|
%
|
|
|
|
|
13.9
|
%
|
|
|
21.0
|
%
|
|
|
||
Multi-market
|
|
13.8
|
%
|
|
|
13.5
|
%
|
|
|
|
|
13.6
|
%
|
|
|
15.8
|
%
|
|
|
||
Total
|
|
100.0
|
%
|
|
|
100.0
|
%
|
|
|
|
|
100.0
|
%
|
|
|
100.0
|
%
|
|
|
|
|
Nine Months Ended
|
||||||
|
|
July 1, 2016
|
|
July 3, 2015
|
||||
Cash and cash equivalents, beginning of period
|
|
$
|
122,312
|
|
|
$
|
173,895
|
|
Net cash provided by operating activities
|
|
54,347
|
|
|
28,195
|
|
||
Net cash used in investing activities
|
|
(91,231
|
)
|
|
(242,073
|
)
|
||
Net cash (used in) provided by financing activities
|
|
(18,003
|
)
|
|
121,071
|
|
||
Effect of exchange rates on cash balances
|
|
(583
|
)
|
|
(401
|
)
|
||
Cash and cash equivalents, end of period
|
|
$
|
66,842
|
|
|
$
|
80,687
|
|
▪
|
Implemented stricter administrator access control on certain information systems including our primary ERP system by limiting ability to make program changes to only authorized and appropriate personnel;
|
▪
|
Implemented formal provisioning and monitoring procedures specific to privileged user access in our primary ERP system;
|
▪
|
Implemented new change management controls to ensure that all system changes are properly monitored and controlled;
|
▪
|
Expanded the number and expertise of resources to support and monitor our information technology control structure; and
|
▪
|
Initiated a role redesign process for our primary ERP system to reduce segregation of duties conflict risk.
|
Period
|
Total Number of Shares (or Units) Purchased (1)
|
|
Average Price Paid per Share (or Unit)
|
|
Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs
|
|
Maximum Number that May Yet Be Purchased Under the Plans or Programs
|
|||||
April 2, 2016 - April 29, 2016
|
18
|
|
|
$
|
40.89
|
|
|
—
|
|
|
—
|
|
April 30, 2016 - May 27, 2016
|
97,314
|
|
|
36.80
|
|
|
—
|
|
|
—
|
|
|
May 28, 2016 - July 1, 2016
|
8,210
|
|
|
32.34
|
|
|
—
|
|
|
—
|
|
|
|
105,542
|
|
|
$
|
36.45
|
|
|
—
|
|
|
—
|
|
(1)
|
We employ “withhold to cover” as a tax payment method for vesting of restricted stock awards for our employees, pursuant to which, we withheld from employees the shares noted in the table above to cover tax withholding related to the vesting of their awards. The average prices listed in the above table are averages of the fair market prices at which we valued shares withheld for purposes of calculating the number of shares to be withheld.
|
Exhibit
Number
|
Description
|
3.1
|
Fifth Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to our Form 8-K filed on June 2, 2016).
|
3.2
|
Third Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to our Form 8-K filed on June 2, 2016).
|
10.1
|
Purchase and Sale Agreement and Escrow Instructions by and between M/A-COM
Technology Solutions Inc., and Calare Properties, Inc., dated May 26, 2016 (incorporated by
reference to Exhibit 10.1 to our Form 8-K filed on June 2, 2016).
|
31.1
|
Certification of Principal Executive Officer Required Under Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended.
|
31.2
|
Certification of Principal Financial Officer Required Under Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended.
|
32.1
|
Certification of Principal Executive Officer and Principal Financial Officer Required Under Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. §1350.
|
101.INS
|
XBRL Instance Document
|
101.SCH
|
XBRL Taxonomy Schema Document
|
101.CAL
|
XBRL Taxonomy Calculation Linkbase Document
|
101.DEF
|
XBRL Taxonomy Definition Linkbase Document
|
101.LAB
|
XBRL Taxonomy Label Linkbase Document
|
101.PRE
|
XBRL Taxonomy Presentation Linkbase Document
|
|
MACOM TECHNOLOGY SOLUTIONS HOLDINGS, INC.
|
|
Dated: 7/27/2016
|
By:
|
/s/John Croteau
|
|
|
John Croteau
|
|
|
President and Chief Executive Officer
(Principal Executive Officer)
|
|
|
|
Dated: 7/27/2016
|
By:
|
/s/Robert J. McMullan
|
|
|
Robert J. McMullan
|
|
|
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
|
1 Year MACOM Technology Solutions Chart |
1 Month MACOM Technology Solutions Chart |
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