Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
In Millions, except Share data, unless otherwise specified | Sep. 27, 2013 | Nov. 22, 2013 | Mar. 29, 2013 |
Document Information [Line Items] | ' | ' | ' |
Document Type | '10-K | ' | ' |
Amendment Flag | 'false | ' | ' |
Document Period End Date | 27-Sep-13 | ' | ' |
Document Fiscal Year Focus | '2013 | ' | ' |
Document Fiscal Period Focus | 'FY | ' | ' |
Trading Symbol | 'MSPD | ' | ' |
Entity Registrant Name | 'MINDSPEED TECHNOLOGIES, INC | ' | ' |
Entity Central Index Key | '0001224370 | ' | ' |
Current Fiscal Year End Date | '--09-27 | ' | ' |
Entity Well-known Seasoned Issuer | 'No | ' | ' |
Entity Current Reporting Status | 'Yes | ' | ' |
Entity Voluntary Filers | 'No | ' | ' |
Entity Filer Category | 'Accelerated Filer | ' | ' |
Entity Common Stock, Shares Outstanding | ' | 43,610,708 | ' |
Entity Public Float | ' | ' | $135.60 |
Consolidated_Condensed_Balance
Consolidated Condensed Balance Sheets (USD $) | Sep. 27, 2013 | Sep. 28, 2012 |
In Thousands, unless otherwise specified | ||
Current Assets | ' | ' |
Cash and cash equivalents | $25,974 | $49,098 |
Receivables, net of allowance for doubtful accounts of $171 at September 27, 2013 and $356 at September 28, 2012 | 19,633 | 14,527 |
Inventories | 11,267 | 10,482 |
Prepaid expenses and other current assets | 4,429 | 10,497 |
Total current assets | 61,303 | 84,604 |
Property, plant and equipment, net | 15,621 | 16,031 |
Intangible assets, net | 9,677 | 35,351 |
Goodwill | ' | 57,110 |
Other assets | 4,723 | 4,000 |
Total assets | 91,324 | 197,096 |
Current Liabilities | ' | ' |
Accounts payable | 6,999 | 9,262 |
Accrued compensation and benefits | 5,629 | 6,401 |
Deferred income on sales to distributors | 3,405 | 4,396 |
Deferred revenue | 2,308 | 2,338 |
Line of credit - short-term | 4,484 | 5,511 |
Short-term debt | 2,250 | 15,384 |
Contingent consideration | ' | 1,876 |
Other current liabilities | 5,501 | 10,661 |
Total current liabilities | 30,576 | 55,829 |
Line of credit - long-term | 8,000 | 8,000 |
Long-term debt | 42,832 | 44,765 |
Other liabilities | 6,158 | 6,767 |
Total liabilities | 87,566 | 115,361 |
Commitments, contingencies and guarantees (Notes 9, 10 and 11) | ' | ' |
Stockholders' Equity | ' | ' |
Preferred stock, $0.01 par value: 25,000 shares authorized; no shares issued or outstanding | ' | ' |
Common stock, $0.01 par value, 100,000 shares authorized; 43,360 (September 27, 2013) and 41,551 (September 28, 2012) issued and outstanding shares | 434 | 416 |
Additional paid-in capital | 383,309 | 371,949 |
Accumulated deficit | -379,660 | -290,507 |
Accumulated other comprehensive loss | -325 | -123 |
Total stockholders' equity | 3,758 | 81,735 |
Total liabilities and stockholders' equity | $91,324 | $197,096 |
Consolidated_Condensed_Balance1
Consolidated Condensed Balance Sheets (Parenthetical) (USD $) | Sep. 27, 2013 | Sep. 28, 2012 |
In Thousands, except Share data, unless otherwise specified | ||
Allowance for doubtful accounts | $171 | $356 |
Preferred stock, par value | $0.01 | $0.01 |
Preferred stock, shares authorized | 25,000,000 | 25,000,000 |
Preferred stock, shares issued | ' | ' |
Preferred stock, shares outstanding | ' | ' |
Common stock, par value | $0.01 | $0.01 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 43,360,000 | 41,551,000 |
Common stock, shares outstanding | 43,360,000 | 41,551,000 |
Consolidated_Condensed_Stateme
Consolidated Condensed Statements of Operations (USD $) | 12 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Sep. 27, 2013 | Sep. 28, 2012 | Sep. 30, 2011 |
Net revenue: | ' | ' | ' |
Products | $145,401 | $140,415 | $159,589 |
Intellectual property | 6,000 | 591 | 2,500 |
Total net revenue | 151,401 | 141,006 | 162,089 |
Cost of goods sold: | ' | ' | ' |
Products | 56,859 | 59,112 | 60,292 |
Asset impairments | 23,571 | 3,385 | ' |
Total cost of goods sold | 80,430 | 62,497 | 60,292 |
Gross margin | 70,971 | 78,509 | 101,797 |
Operating expenses: | ' | ' | ' |
Research and development | 61,883 | 67,946 | 59,174 |
Selling, general and administrative | 38,886 | 43,317 | 42,118 |
Goodwill impairment charge | 57,062 | ' | ' |
Impairment of intangible assets | 1,646 | ' | ' |
Acquisition-related costs | 216 | 3,777 | ' |
Restructuring charges | 2,462 | 2,054 | 1,032 |
Total operating expenses | 162,155 | 117,094 | 102,324 |
Operating loss | -91,184 | -38,585 | -527 |
Interest expense | -5,134 | -3,148 | -1,595 |
Other income, net | 7,557 | 9,341 | 1,608 |
Loss before income taxes | -88,761 | -32,392 | -514 |
Provision for income taxes | 387 | 359 | 241 |
Net loss | ($89,148) | ($32,751) | ($755) |
Net loss per share: | ' | ' | ' |
Basic | ($2.21) | ($0.89) | ($0.02) |
Diluted | ($2.21) | ($0.89) | ($0.02) |
Weighted-average number of shares used in per share computation: | ' | ' | ' |
Basic | 40,285 | 36,787 | 32,279 |
Diluted | 40,285 | 36,787 | 32,279 |
Consolidated_Condensed_Stateme1
Consolidated Condensed Statements of Comprehensive Income/(Loss) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 27, 2013 | Sep. 28, 2012 | Sep. 30, 2011 |
Net loss | ($89,148) | ($32,751) | ($755) |
Other comprehensive loss: | ' | ' | ' |
Foreign currency translation adjustments | -202 | -83 | 113 |
Comprehensive loss | ($89,350) | ($32,834) | ($642) |
Consolidated_Condensed_Stateme2
Consolidated Condensed Statements of Cash Flows (USD $) | 12 Months Ended | ||
Sep. 27, 2013 | Sep. 28, 2012 | Sep. 30, 2011 | |
Cash Flows From Operating Activities | ' | ' | ' |
Net loss | ($89,148,000) | ($32,751,000) | ($755,000) |
Adjustments required to reconcile net loss to net cash provided by/(used in) operating activities: | ' | ' | ' |
Depreciation and amortization of property, plant and equipment | 5,853,000 | 6,345,000 | 5,423,000 |
Amortization of intangible assets | 3,403,000 | 3,419,000 | 2,303,000 |
Asset impairments | 24,956,000 | 3,385,000 | 132,000 |
Revaluation of contingent consideration | -10,000 | -8,162,000 | ' |
Restructuring charges | 2,462,000 | 2,054,000 | 1,032,000 |
Goodwill impairment charge | 57,062,000 | ' | ' |
Impairment of indefinite-lived intangible assets | 500,000 | ' | ' |
Stock-based compensation | 11,731,000 | 10,505,000 | 5,919,000 |
Provision for bad debt | -8,000 | 48,000 | 187,000 |
Inventory provision | 1,486,000 | 1,266,000 | 1,168,000 |
Amortization of debt discount and issuance costs | 1,032,000 | 625,000 | 245,000 |
Non-cash effect of picoChip settlement arrangement | -5,357,000 | ' | ' |
Other non-cash items, net | -38,000 | -211,000 | 77,000 |
Changes in assets and liabilities, net of acquisitions: | ' | ' | ' |
Receivables | -5,099,000 | 217,000 | 12,263,000 |
Inventories | -2,271,000 | 4,407,000 | -5,179,000 |
Other assets, net | 3,793,000 | -4,141,000 | 1,600,000 |
Accounts payable | -2,610,000 | 194,000 | -3,533,000 |
Deferred income on sales to distributors | -991,000 | -950,000 | 147,000 |
Accrued restructuring charges | -2,747,000 | -2,573,000 | -809,000 |
Accrued compensation and benefits | -714,000 | -4,060,000 | -2,082,000 |
Accrued expenses and other current liabilities | 131,000 | -1,888,000 | -346,000 |
Other liabilities, net | -774,000 | 5,513,000 | 377,000 |
Net cash provided by/(used in) operating activities | 2,642,000 | -16,758,000 | 18,169,000 |
Cash Flows From Investing Activities | ' | ' | ' |
Purchases of property, plant and equipment | -4,542,000 | -4,637,000 | -8,008,000 |
Payments under license agreements | -3,735,000 | -13,030,000 | -10,440,000 |
Net cash paid for acquired companies | ' | -20,096,000 | -100,000 |
Net cash used in investing activities | -8,277,000 | -37,763,000 | -18,548,000 |
Cash Flows From Financing Activities | ' | ' | ' |
Payments made on capital lease obligations | -356,000 | -497,000 | -482,000 |
Maturity and payment of convertible debt | -15,000,000 | ' | ' |
Borrowings under term loan | ' | 15,000,000 | ' |
Payments made on term loan | -750,000 | ' | ' |
Borrowings under line of credit | 1,420,000 | 16,808,000 | ' |
Payments made on line of credit | -2,447,000 | -3,297,000 | ' |
Borrowings under convertible debt | ' | 30,560,000 | ' |
Financing costs | ' | -1,034,000 | ' |
Repurchase of restricted stock for income tax withholding | -1,567,000 | -1,213,000 | -415,000 |
Proceeds from equity compensation programs | 1,215,000 | 2,074,000 | 2,914,000 |
Net cash (used in)/provided by financing activities | -17,485,000 | 58,401,000 | 2,017,000 |
Effect of foreign currency exchange rates on cash | -4,000 | -9,000 | -96,000 |
Net (decrease)/increase in cash and cash equivalents | -23,124,000 | 3,871,000 | 1,542,000 |
Cash and cash equivalents at beginning of period | 49,098,000 | 45,227,000 | 43,685,000 |
Cash and cash equivalents at end of period | $25,974,000 | $49,098,000 | $45,227,000 |
Consolidated_Statements_of_Sto
Consolidated Statements of Stockholders' Equity (USD $) | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive (Loss)/Gain |
In Thousands | |||||
Beginning Balance at Oct. 01, 2010 | $61,631 | $322 | $318,468 | ($257,006) | ($153) |
Beginning Balance (in shares) at Oct. 01, 2010 | ' | 32,220 | ' | ' | ' |
Net loss | -755 | ' | ' | -755 | ' |
Currency translation adjustments | 113 | ' | ' | ' | 113 |
Issuance of common stock from the exercise of stock options (in shares) | 461 | 2,356 | ' | ' | ' |
Issuance of common stock from the exercise of stock options | 2,914 | 23 | 2,891 | ' | ' |
Common stock repurchased and retired (in shares) | ' | -61 | ' | ' | ' |
Common stock repurchased and retired | -415 | ' | -415 | ' | ' |
Compensation expense related to employee stock plans | 5,919 | ' | 5,919 | ' | ' |
Ending Balance at Sep. 30, 2011 | 69,407 | 345 | 326,863 | -257,761 | -40 |
Ending Balance (in shares) at Sep. 30, 2011 | ' | 34,515 | ' | ' | ' |
Net loss | -32,751 | ' | ' | -32,751 | ' |
Currency translation adjustments | -83 | ' | ' | ' | -83 |
Issuance of common stock from the exercise of stock options (in shares) | 282 | ' | ' | ' | ' |
Issuance of common stock for business acquisition (in shares) | ' | 5,191 | ' | ' | ' |
Issuance of common stock for business acquisition | 33,791 | 52 | 33,739 | ' | ' |
Issuance of common stock related to employee stock plans (in shares) | ' | 2,095 | ' | ' | ' |
Issuance of common stock related to employee stock plans | 2,074 | 21 | 2,053 | ' | ' |
Common stock repurchased and retired (in shares) | ' | -250 | ' | ' | ' |
Common stock repurchased and retired | -1,213 | -2 | -1,211 | ' | ' |
Compensation expense related to employee stock plans | 10,505 | ' | 10,505 | ' | ' |
Ending Balance at Sep. 28, 2012 | 81,735 | 416 | 371,949 | -290,512 | -123 |
Ending Balance (in shares) at Sep. 28, 2012 | ' | 41,551 | ' | ' | ' |
Net loss | -89,148 | ' | ' | -89,148 | ' |
Currency translation adjustments | -202 | ' | ' | ' | -202 |
Issuance of common stock from the exercise of stock options (in shares) | 157 | ' | ' | ' | ' |
Issuance of common stock related to employee stock plans (in shares) | ' | 2,266 | ' | ' | ' |
Issuance of common stock related to employee stock plans | 1,223 | 23 | 1,200 | ' | ' |
Common stock repurchased and retired (in shares) | ' | -457 | ' | ' | ' |
Common stock repurchased and retired | -1,576 | -5 | -1,571 | ' | ' |
Compensation expense related to employee stock plans | 11,731 | ' | 11,731 | ' | ' |
Ending Balance at Sep. 27, 2013 | $3,758 | $434 | $383,309 | ($379,660) | ($325) |
Ending Balance (in shares) at Sep. 27, 2013 | ' | 43,360 | ' | ' | ' |
The_Company
The Company | 12 Months Ended | |
Sep. 27, 2013 | ||
The Company | ' | |
1 | The Company | |
Mindspeed Technologies, Inc. (Mindspeed or the Company) designs, develops and sells semiconductor solutions for communications applications in the wireline and wireless network infrastructure equipment, which includes broadband access networks (fixed and mobile), enterprise networks and metropolitan and wide area networks (fixed and mobile). On June 27, 2003, Conexant Systems, Inc. (Conexant) completed the distribution (the Distribution) to Conexant stockholders of all 18,066,689 outstanding shares of common stock of its wholly owned subsidiary, Mindspeed. Prior to the Distribution, Conexant transferred to Mindspeed the assets and liabilities of the Mindspeed business, including the stock of certain subsidiaries, and certain other assets and liabilities which were allocated to Mindspeed under the Distribution Agreement entered into between Conexant and Mindspeed. Also prior to the Distribution, Conexant contributed to Mindspeed cash in an amount such that at the time of the distribution Mindspeed’s cash balance was $100.0 million. Mindspeed issued to Conexant a warrant to purchase approximately 6.3 million shares of Mindspeed common stock at a price of $16.25 per share, as adjusted, which expired unexercised on June 27, 2013. Following the Distribution, Mindspeed began operations as an independent, publicly held company. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 12 Months Ended | |
Sep. 27, 2013 | ||
Summary of Significant Accounting Policies | ' | |
2 | Summary of Significant Accounting Policies | |
Basis of Presentation — The consolidated financial statements, prepared in accordance with generally accepted accounting principles in the United States of America, include the accounts of Mindspeed and each of its subsidiaries. All intercompany accounts and transactions among Mindspeed and its subsidiaries have been eliminated in consolidation. | ||
The Company has experienced significant net losses in fiscal 2013, fiscal 2012 and fiscal 2011. The positive cash flow from operating activities for fiscal 2013 may not be reflective of future expectations due to certain significant nonrecurring items, including the picoChip settlement arrangement and the completion of the fourth quarter of fiscal 2012 restructuring plan. On November 5, 2013, the Company entered into an agreement and plan of merger with M/A-COM Technology Solutions Holdings, Inc. (MACOM), and Micro Merger Sub, Inc., a wholly owned subsidiary of MACOM (Acquisition Sub). Under and subject to the terms of the merger agreement, Acquisition Sub commenced a cash tender offer to acquire all of the Company’s shares of common stock for a purchase price of $5.05 per share, net to the holder thereof in cash without interest. If the cash tender offer is completed, the Company expects that Acquisition Sub will be merged with and into the Company, and the Company will become a wholly owned subsidiary of MACOM. See Note 19 for further discussion on the merger agreement. If the cash tender offer is not completed, the Company will be required to implement additional restructuring plans in fiscal 2014 and other cost reduction actions in order for the Company’s principal sources of liquidity to be sufficient to fund its operations, anticipated capital expenditures, working capital and other financing requirements, including principal and interest payments on debt obligations, for at least the next 12 months. The Company’s principal sources of liquidity consist of its cash and cash equivalents balance, cash expected to be generated from operations and amounts available under the Company’s revolving credit facility. | ||
Fiscal Periods — The Company maintains a fifty-two/fifty-three week fiscal year ending on the Friday closest to September 30. Fiscal year 2013 comprised 52 weeks and ended on September 27, 2013. Fiscal year 2012 comprised 52 weeks and ended on September 28, 2012. Fiscal year 2011 comprised 52 weeks and ended on September 30, 2011. | ||
Use of Estimates — The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Among the significant estimates affecting the Company’s consolidated financial statements are those relating to revenue recognition, inventories, allowances for doubtful accounts, goodwill and purchased intangible asset valuations, impairment of long-lived assets, stock-based compensation and income taxes. Management regularly evaluates its estimates and assumptions based upon historical experience and various other factors that the Company believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. To the extent actual results differ from those estimates, the Company’s future results of operations may be affected. | ||
Revenue Recognition — The Company generates revenue from direct product sales, sales to distributors, maintenance contracts and the sale and license of intellectual property. The Company recognizes revenue when the following fundamental criteria are met: (i) persuasive evidence of an arrangement exists; (ii) delivery has occurred; (iii) the price to the customer is fixed or determinable; and (iv) collection of the sales price is reasonably assured. In instances where final acceptance of the product, system or solution is specified by the customer, revenue is deferred until all acceptance criteria have been met. | ||
Revenue is recognized on products shipped directly to customers at the time the products are shipped and title and risk of loss transfer to the customer, in accordance with the terms specified in the arrangement, and the four above mentioned revenue recognition criteria are met. | ||
Revenue is recognized on sales to distributors based on the rights granted to these distributors in the distribution agreements. The Company has certain distributors who have been granted return rights and receive credits for changes in selling prices to end customers, the magnitude of which is not known at the time products are shipped to the distributor. The return rights granted to these distributors consist of limited stock rotation rights, which allow them to rotate up to 10% of the products in their inventory twice a year, as well as certain product return rights if the applicable distribution agreement is terminated. These distributors also receive price concessions because they resell the Company’s products to end customers at various negotiated price points which vary by end customer, product, quantity, geography and competitive pricing environments. When a distributor’s resale is priced at a discount from the distributor’s invoice price, the Company credits back to the distributor a portion of the distributor’s original purchase price after the resale transaction is complete. Thus, a portion of the “Deferred income on sales to distributors” balance will be credited back to the distributor in the future. Under these agreements, recognition of revenue is deferred until the products are resold by the distributor, at which time the Company’s final net sales price is fixed and the distributor’s right to return the products expires. At the time of shipment to these distributors: (i) a trade receivable at the invoiced selling price is recorded because there is a legally enforceable obligation from the distributor to pay the Company currently for product delivered; (ii) inventory is relieved for the carrying value of products shipped because legal title has passed to the distributor; and (iii) deferred revenue and deferred cost of inventory are recorded under the “Deferred income on sales to distributors” caption in the liability section of the Company’s consolidated balance sheets. The Company evaluates the deferred cost of inventory component of this account for possible impairment by considering potential obsolescence of products that might be returned and by considering the potential of resale prices of these products being below the Company’s cost. By reviewing deferred inventory costs in the manner discussed above, the Company ensures that any portion of deferred inventory costs that are not recoverable from future contractual revenue are charged to cost of sales as an expense. “Deferred income on sales to distributors” effectively represents the gross margin on sales to distributors; however, the amount of gross margin that is recognized in future periods is typically less than the originally recorded deferred income as a result of negotiated price concessions. In recent years, such concessions have exceeded 30% of list price on average. See Note 3 for detail of this account balance. | ||
Revenue from other distributors is recognized at the time of shipment and when title and risk of loss transfer to the distributor, in accordance with the terms specified in the arrangement, and when the four above mentioned revenue recognition criteria are met. These distributors may also be given business terms to return a portion of inventory, however they do not receive credits for changes in selling prices to end customers. At the time of shipment, product prices are fixed and determinable and the amount of future returns can be reasonably estimated and accrued. | ||
The Company’s semiconductor products are often integrated with software that is essential to the functionality of the semiconductor products. Additionally, the Company provides unspecified software upgrades and enhancements through its maintenance contracts for many of its products. Accordingly, the Company accounts for revenue in accordance with FASB Accounting Standards Codification 985-605, Software Revenue Recognition, or ASC 985-605, and all related interpretations. For sales of products where software is incidental to the equipment, the Company applies the provisions of Accounting Standards Codification 605, Revenue Recognition, or ASC 605, and all related interpretations. | ||
Revenue from the sale and license of intellectual property is recognized when the above mentioned four revenue recognition criteria are met. | ||
Cash and Cash Equivalents — The Company considers all highly liquid investments with original maturities of three months or less from the date of purchase to be cash equivalents. The carrying amounts of cash and cash equivalents represent their fair values. | ||
Inventories — Inventories are stated at the lower of cost or market. Cost is computed using the average cost method on a currently adjusted standard basis (which approximates actual cost on a first-in, first-out basis); market is based upon estimated net realizable value. The valuation of inventories at the lower of cost or market requires the use of estimates as to the amounts of current inventories that will be sold. These estimates are dependent on the Company’s assessment of current and expected orders from its customers, and orders generally are subject to cancellation with limited advance notice prior to shipment. | ||
Property, Plant and Equipment — Property, plant and equipment is stated at historical cost. Included in machinery and equipment in Note 3 are photomasks, furniture and computer software. Depreciation is based on estimated useful lives (principally ten years for furniture and fixtures; three to five years for machinery and equipment and photomasks; three years for computer software; and the shorter of the remaining terms of the leases or the estimated economic useful lives for leasehold improvements). Significant renewals and betterments are capitalized and replaced units are written off. Maintenance and repairs are charged to expense. | ||
License Agreements — License agreements consist mainly of licenses of intellectual property that the Company uses in certain of its products. These licensed assets are amortized on a straight-line basis over the estimated production life cycle of each respective product, usually ranging from three to seven years beginning upon the first shipment. | ||
Business Combinations - The purchase price of an acquisition is allocated to the underlying assets acquired and liabilities assumed based upon their estimated fair values at the date of acquisition. To the extent the purchase price exceeds the fair value of the net identifiable tangible and intangible assets acquired and liabilities assumed, such excess is allocated to goodwill. The Company determines the estimated fair values after review and consideration of relevant information, including discounted cash flows, quoted market prices and estimates made by management. The Company adjusts the preliminary purchase price allocation, as necessary, during the measurement period of up to one year after the acquisition closing date as it obtains more information as to facts and circumstances existing at the acquisition date impacting asset valuations and liabilities assumed. Goodwill acquired in business combinations is assigned to the reporting unit expected to benefit from the combination as of the acquisition date. Acquisition-related costs are recognized separately from the acquisition and are expensed as incurred. | ||
Goodwill and Other Long-Lived Assets - Goodwill is recorded as the difference, if any, between the aggregate consideration paid for an acquisition and the fair value of the acquired net tangible and intangible assets. Other long-lived assets include the acquired intangible assets of developed technology, trademarks and trade names, customer relationships and in-process research and development, or IPR&D. The Company currently amortizes its acquired intangible assets with definite lives over periods ranging from one to twelve years using a method that reflects the pattern in which the economic benefits of the intangible asset are consumed or otherwise used or, if that pattern cannot be reliably determined, using a straight-line amortization method. The Company capitalizes IPR&D projects acquired as part of a business combination. On completion of each project, IPR&D assets will be reclassified to developed technology and amortized over their estimated useful lives. | ||
Impairment of Goodwill and Other Long-Lived Assets - The Company evaluates goodwill for impairment on an annual basis as of the end of the tenth month of each fiscal year or more frequently if it believes indicators of impairment exist. | ||
The Company first assesses qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If it concludes that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the Company conducts a two-step quantitative goodwill impairment test. The first step of the impairment test involves comparing the fair value of the reporting unit with its carrying value. The Company has four reporting units: wireless infrastructure, VoIP, high-performance analog (HPA) and WAN. All of the Company’s goodwill was originally recorded in its wireless infrastructure reporting unit. The Company determines the fair value of its wireless infrastructure reporting unit using generally accepted valuation methodologies that include, as appropriate, the income approach and market approach (draft term sheet and guideline company method, as discussed further in Note 4) to valuation. If the carrying amount of the reporting unit exceeds the reporting unit’s fair value, the Company performs the second step of the goodwill impairment test. The second step of the goodwill impairment test involves comparing the implied fair value of the reporting unit’s goodwill with the carrying value of that goodwill. The amount by which the carrying value of the goodwill exceeds its implied fair value, if any, will be recognized as an impairment loss. See Note 4 for a discussion of the goodwill impairment charges recorded during the second and fourth quarters of fiscal 2013. | ||
During development, IPR&D is not subject to amortization and is tested for impairment annually or more frequently if events or changes in circumstances indicate that the asset might be impaired. The impairment test consists of a comparison of the fair value to its carrying amount. The Company determines the fair value using the income approach (Level 2 and Level 3 inputs). If the carrying value exceeds its fair value, an impairment loss is recognized as an operating expense in an amount equal to that excess. See Note 4 for a discussion of the impairment charge on IPR&D, which was recorded during the second quarter of fiscal 2013. Once an IPR&D project is complete, it becomes a definite long-lived intangible asset and is evaluated for impairment in accordance with the Company’s policy for the impairment of other long-lived assets. | ||
The Company continually monitors events or changes in circumstances that could be indicators of impairment for its long-lived assets to be held and used, including definite-lived intangible assets. If the Company believes there are indicators of impairment, it determines whether or not the carrying value of an asset or asset group is recoverable based on comparisons to undiscounted expected future cash flows that the assets are expected to generate. If an asset is not recoverable, the Company records an impairment loss equal to the amount by which the carrying value of the asset exceeds its fair value. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell. See Note 4 for a discussion of the impairment of certain long-lived assets. | ||
Foreign Currency Translation and Remeasurement — The Company’s foreign operations are subject to exchange rate fluctuations and foreign currency transaction costs. The functional currency of most of the Company’s foreign subsidiaries is the local currency. Assets and liabilities denominated in foreign functional currencies are translated into U.S. dollars at the rates of exchange in effect at the balance sheet dates and income and expense items are translated at the average exchange rates prevailing during the period. The resulting foreign currency translation adjustments are accumulated as a component of other comprehensive income. For two of the Company’s foreign subsidiaries, the functional currency is the U.S. dollar. Property, plant and equipment, payroll expenses and depreciation for those operations are remeasured from foreign currencies into U.S. dollars at historical exchange rates; other accounts are translated at current exchange rates. Gains and losses resulting from those remeasurements are included in earnings. Gains and losses resulting from foreign currency transactions are recognized currently in earnings. The amounts were not significant for any of the periods presented. | ||
Research and Development — Research and development costs are expensed as incurred. | ||
Product Warranties — The Company’s products typically carry a warranty for periods of up to five years. The Company establishes reserves for estimated product warranty costs in the period the related revenue is recognized, based on historical experience and any known product warranty issues. Product warranty costs and related reserves are not significant in any of the periods presented. | ||
Stock-Based Compensation — The Company accounts for all stock-based compensation transactions using a fair-value method and recognizes the fair value of each award as an expense over the service period. The fair value of restricted stock awards is based upon the market price of the Company’s common stock at the grant date. The Company estimates the fair value of stock options granted using the Black-Scholes option-pricing model. The use of the Black-Scholes model requires a number of estimates, including the expected option term, the expected volatility in the price of the Company’s common stock, the risk-free rate of interest and the dividend yield on the Company’s common stock. Judgment is required in estimating the number of share-based awards that the Company expects will ultimately vest upon the fulfillment of service conditions (such as time-based vesting) or the achievement of specific performance conditions. The financial statements include amounts that are based on the Company’s best estimates and judgments. The Company classifies compensation expense related to these awards in the consolidated statement of operations based on the department to which the recipient reports. | ||
Business Segments —The Company operates a single business segment which designs, develops and sells semiconductor solutions for communications applications in the wireline and wireless network infrastructure equipment, which includes broadband access networks (fixed and mobile), enterprise networks and metropolitan and wide area networks (fixed and mobile). The Company’s Chief Executive Officer is considered to be its chief operating decision maker. | ||
Fair Value Measurements — The Company applies the provisions of Accounting Standards Codification 820, Fair Value Measurements and Disclosures, or ASC 820, in measuring the fair value of financial assets and financial liabilities and for non-financial assets and non-financial liabilities that the Company recognizes or discloses at fair value on a recurring basis (at least annually). ASC 820 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. See Note 7 for more information. | ||
Other Income, Net — Other income, net, consists of changes in fair value of contingent consideration, interest income, income from reimbursable foreign research and development incentives, foreign exchange gains and losses and other non-operating gains and losses. | ||
Income Taxes — The provision for income taxes is determined in accordance with Accounting Standards Codification 740, Income Taxes, or ASC 740. Deferred tax assets and liabilities are determined based on the temporary differences between the financial reporting and tax bases of assets and liabilities, applying enacted statutory tax rates in effect for the year in which the differences are expected to reverse. A valuation allowance is recorded when it is more likely than not that some or all of the deferred tax assets will not be realized. | ||
The Company uses a two-step approach to recognizing and measuring uncertain tax positions accounted for in accordance with ASC 740. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon settlement. The Company will classify the liability for unrecognized tax benefits as current to the extent that the Company anticipates payment (or receipt) of cash within one year. The Company recognizes interest and penalties related to unrecognized tax benefits in the tax provision. | ||
Per Share Information — Basic net (loss)/income per share is computed by dividing net (loss)/income by the weighted average number of shares outstanding. In computing diluted net (loss)/income per share, the weighted average number of shares outstanding is adjusted to additionally reflect the effect of potentially dilutive securities such as stock options, warrants, convertible senior notes, securities issuable pursuant to restricted and contingent stock agreements, shares to be issued under the Company’s employee stock purchase plan and unvested restricted stock units. The dilutive effect of stock options, warrants, unvested restricted stock units and shares to be issued under the employee stock purchase plan is computed under the provision of ASC 718, Compensation – Stock Compensation, using the treasury stock method. Under ASC 718, the Company is also required to add back the after-tax amount to net income of interest recognized, as well as the weighted average common share equivalents associated with the conversion of its convertible senior notes for all periods in which the securities were included in the computation of diluted net (loss)/income per share. | ||
Concentrations — Financial instruments that potentially subject the Company to a concentration of credit risk consist principally of cash and cash equivalents and trade accounts receivable. Cash and cash equivalents consist of demand deposits and money market funds maintained with several financial institutions. Deposits held with banks may exceed the amount of insurance provided on such deposits. Generally, these deposits may be redeemed upon demand and are maintained with high credit quality financial institutions and therefore have minimal credit risk. The Company’s trade accounts receivable primarily are derived from sales to manufacturers of network infrastructure equipment and electronic component distributors. Management believes that credit risks on trade accounts receivable are moderated by the diversity of its customers and geographic sales areas. The Company performs ongoing credit evaluations of its customers’ financial condition. See Note 3 for details on the Company’s customer concentrations. | ||
Comprehensive Income/(Loss) — Accumulated other comprehensive income/(loss) consists of foreign currency translation adjustments. Foreign currency translation adjustments are not presented net of any tax effect as the Company does not expect to incur any tax liability or realize any benefit related thereto. | ||
Recent Accounting Standards — In July 2013, the FASB issued accounting guidance, which requires an entity to present an unrecognized tax benefit, or a portion thereof, as a reduction to a deferred tax asset for a net operating loss (NOL) carryforward or a similar tax loss or tax credit carryforward, unless the uncertain tax position is not available to reduce, or would not be used to reduce, the NOL or carryforward under the tax law in the same jurisdiction; otherwise, the unrecognized tax benefit should be presented as a gross liability and should not be net against a deferred tax asset. The provisions of this guidance is effective for annual periods beginning after December 15, 2013 and should be applied to all unrecognized tax benefits that exist as of the effective date. Companies may choose to apply this guidance retrospectively to each prior reporting period presented. The Company does not expect the adoption of this guidance to have a material impact on its consolidated financial statements. | ||
In February 2013, the FASB issued accounting guidance which requires an entity to provide information about the amounts reclassified out of accumulated other comprehensive income by component and to present significant amounts reclassified out of accumulated other comprehensive income by respective line items of net income if the amount reclassified is required to be reclassified to net income in its entirety. For amounts that are not required to be reclassified in their entirety to net income, an entity is required to cross-reference to other disclosures that provide additional details about those amounts. The provisions of this guidance will be effective for the Company in its first quarter of fiscal 2014 and should be applied prospectively. The Company does not expect the adoption of this guidance to have a material impact on its consolidated condensed financial statements. |
Supplemental_Financial_Stateme
Supplemental Financial Statement Data | 12 Months Ended | ||||||||||||||||||||||||
Sep. 27, 2013 | |||||||||||||||||||||||||
Supplemental Financial Statement Data | ' | ||||||||||||||||||||||||
3 | Supplemental Financial Statement Data | ||||||||||||||||||||||||
Inventories | |||||||||||||||||||||||||
Inventories at fiscal year ends consisted of the following: | |||||||||||||||||||||||||
September 27, | September 28, | ||||||||||||||||||||||||
2013 | 2012 | ||||||||||||||||||||||||
(in thousands) | |||||||||||||||||||||||||
Work-in-process | $ | 4,211 | $ | 3,957 | |||||||||||||||||||||
Finished goods | 7,056 | 6,525 | |||||||||||||||||||||||
Inventories | $ | 11,267 | $ | 10,482 | |||||||||||||||||||||
The Company assesses the recoverability of inventories through an ongoing review of inventory levels in relation to sales backlog and forecasts, product marketing plans and product life cycles. When the inventory on hand exceeds the foreseeable demand, the value of inventory that, at the time of the review, is not expected to be sold is written down. The amount of the write-down is the excess of historical cost over estimated realizable value. Once established, these write-downs are considered permanent adjustments to the cost basis of the excess inventory. | |||||||||||||||||||||||||
The assessment of the recoverability of inventories, and the amounts of any write-downs, are based on currently available information and assumptions about future demand (generally over 12 months) and market conditions. Demand for the Company’s products may fluctuate significantly over time, and actual demand and market conditions may be more or less favorable than those projected by management. In the event that actual demand is lower than originally projected, additional inventory write-downs may be required. | |||||||||||||||||||||||||
The Company may retain and make available for sale some or all of the inventories which have been written down. In the event that actual demand is higher than originally projected, the Company may be able to sell a portion of these inventories in the future. The Company generally scraps inventories which have been written down and are identified as obsolete. | |||||||||||||||||||||||||
Prepaid Expenses and Other Current Assets | |||||||||||||||||||||||||
Prepaid expenses and other current assets at fiscal year ends consisted of the following: | |||||||||||||||||||||||||
September 27, | September 28, | ||||||||||||||||||||||||
2013 | 2012 | ||||||||||||||||||||||||
(in thousands) | |||||||||||||||||||||||||
Escrow receivable | $ | — | $ | 3,491 | |||||||||||||||||||||
Tenant allowance receivable | 1,204 | 3,615 | |||||||||||||||||||||||
Prepaid insurance | 558 | 519 | |||||||||||||||||||||||
Prepaid license fees | 769 | 2,198 | |||||||||||||||||||||||
Other | 1,898 | 674 | |||||||||||||||||||||||
Total prepaid and other current assets | $ | 4,429 | $ | 10,497 | |||||||||||||||||||||
Property, Plant and Equipment, Net | |||||||||||||||||||||||||
Property, plant and equipment, net, at fiscal year ends consisted of the following: | |||||||||||||||||||||||||
September 27, | September 28, | ||||||||||||||||||||||||
2013 | 2012 | ||||||||||||||||||||||||
(in thousands) | |||||||||||||||||||||||||
Machinery and equipment | $ | 83,929 | $ | 84,534 | |||||||||||||||||||||
Leasehold improvements | 7,524 | 5,535 | |||||||||||||||||||||||
91,453 | 90,069 | ||||||||||||||||||||||||
Accumulated depreciation and amortization | (75,832 | ) | (74,038 | ) | |||||||||||||||||||||
Property, plant and equipment, net | $ | 15,621 | $ | 16,031 | |||||||||||||||||||||
Intangible Assets, Net | |||||||||||||||||||||||||
Intangible assets, net, consisted of licensed and acquired intangibles. | |||||||||||||||||||||||||
Licensed intangibles consisted mainly of licenses of intellectual property. See Note 4 for a discussion of the $13.4 million impairment charge on the carrying value of licensed intangibles during fiscal 2013. | |||||||||||||||||||||||||
September 27, | September 28, | ||||||||||||||||||||||||
2013 | 2012 | ||||||||||||||||||||||||
(in thousands) | |||||||||||||||||||||||||
Licensed intangibles | $ | 13,179 | $ | 28,145 | |||||||||||||||||||||
Accumulated amortization | (4,210 | ) | (6,286 | ) | |||||||||||||||||||||
Licensed intangibles, net | $ | 8,969 | $ | 21,859 | |||||||||||||||||||||
The weighted average remaining life of the Company’s licensed intangibles as of September 27, 2013 was 79 months. | |||||||||||||||||||||||||
Amortization of licensed intangible assets included in cost of goods sold was as follows: | |||||||||||||||||||||||||
Year Ended | |||||||||||||||||||||||||
September 27, | September 28, | September 30, | |||||||||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||||||||||
(in thousands) | |||||||||||||||||||||||||
Cost of goods sold | $ | 2,031 | $ | 2,501 | $ | 2,303 | |||||||||||||||||||
Acquired intangibles from business combinations consisted of the following: | |||||||||||||||||||||||||
September 27, 2013 | |||||||||||||||||||||||||
Gross | IPR&D | Accumulated | Accumulated | Net | Weighted- | ||||||||||||||||||||
Transferred to | Amortization | Impairment | Book | Average | |||||||||||||||||||||
Developed | Value | Useful Life | |||||||||||||||||||||||
Technology | |||||||||||||||||||||||||
(in thousands) | (in years) | ||||||||||||||||||||||||
Trade names and trademarks | $ | 310 | $ | — | $ | (310 | ) | — | $ | — | 1.5 | ||||||||||||||
Developed technology | 11,800 | 300 | (1,626 | ) | (9,766 | ) | 708 | 12 | |||||||||||||||||
Customer relationships | 1,500 | — | (354 | ) | (1,146 | ) | — | 7 | |||||||||||||||||
In-process research and development | 800 | (300 | ) | — | (500 | ) | — | Indefinite | |||||||||||||||||
$ | 14,410 | $ | — | $ | (2,290 | ) | $ | (11,412 | ) | $ | 708 | ||||||||||||||
See Note 4 for a discussion of the impairment charges on the carrying value of acquired intangibles during fiscal 2013. | |||||||||||||||||||||||||
September 28, 2012 | |||||||||||||||||||||||||
Gross | Accumulated | Net Book | Weighted- | ||||||||||||||||||||||
Amortization | Value | Average | |||||||||||||||||||||||
Useful Life | |||||||||||||||||||||||||
(in thousands) | (in years) | ||||||||||||||||||||||||
Trade names and trademarks | $ | 310 | $ | (136 | ) | $ | 174 | 1.5 | |||||||||||||||||
Developed technology | 11,800 | (643 | ) | 11,157 | 12 | ||||||||||||||||||||
Customer relationships | 1,500 | (139 | ) | 1,361 | 7 | ||||||||||||||||||||
In-process research and development | 800 | — | 800 | Indefinite | |||||||||||||||||||||
$ | 14,410 | $ | (918 | ) | $ | 13,492 | |||||||||||||||||||
Amortization of acquired intangibles from business combinations included in the costs of goods sold and operating expense categories was as follows: | |||||||||||||||||||||||||
Year Ended | |||||||||||||||||||||||||
September 27, | September 28, | September 30, | |||||||||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||||||||||
(in thousands) | |||||||||||||||||||||||||
Cost of goods sold | $ | 983 | $ | 643 | $ | — | |||||||||||||||||||
Selling, general and administrative | 389 | 275 | — | ||||||||||||||||||||||
$ | 1,372 | $ | 918 | $ | — | ||||||||||||||||||||
Estimated future amortization of existing licensed intangibles and remaining developed technology is as follows: | |||||||||||||||||||||||||
Fiscal Year | |||||||||||||||||||||||||
2014 | 2015 | 2016 | 2017 | 2018 | Thereafter | ||||||||||||||||||||
(in thousands) | |||||||||||||||||||||||||
Cost of goods sold | $ | 1,549 | $ | 1,543 | $ | 1,493 | $ | 1,481 | $ | 1,481 | $ | 2,130 | |||||||||||||
Goodwill | |||||||||||||||||||||||||
The change in the carrying amount of goodwill in the wireless infrastructure reporting unit is as follows: | |||||||||||||||||||||||||
Goodwill | |||||||||||||||||||||||||
(in thousands) | |||||||||||||||||||||||||
Goodwill as a result of the picoChip acquisition | $ | 57,110 | |||||||||||||||||||||||
Balance as of September 28, 2012 | $ | 57,110 | |||||||||||||||||||||||
Change in carrying value during the first quarter of fiscal 2013 | (48 | ) | |||||||||||||||||||||||
Impairment loss recorded in the second quarter of fiscal 2013 | (30,466 | ) | |||||||||||||||||||||||
Impairment loss recorded in the fourth quarter of fiscal 2013 | (26,596 | ) | |||||||||||||||||||||||
Balance as of September 27, 2013 | $ | — | |||||||||||||||||||||||
See Note 4 for a discussion of the goodwill impairment charges during fiscal 2013. | |||||||||||||||||||||||||
Deferred Income on Sales to Distributors | |||||||||||||||||||||||||
Deferred income on sales to distributors at fiscal year ends consisted of the following: | |||||||||||||||||||||||||
September 27, | September 28, | ||||||||||||||||||||||||
2013 | 2012 | ||||||||||||||||||||||||
(in thousands) | |||||||||||||||||||||||||
Deferred revenue on shipments to distributors | $ | 3,794 | $ | 4,721 | |||||||||||||||||||||
Deferred cost of goods sold on shipments to distributors | (425 | ) | (361 | ) | |||||||||||||||||||||
Reserves | 36 | 36 | |||||||||||||||||||||||
Deferred income on sales to distributors | $ | 3,405 | $ | 4,396 | |||||||||||||||||||||
Other Liabilities | |||||||||||||||||||||||||
Other liabilities at fiscal year ends consisted of the following: | |||||||||||||||||||||||||
September 27, | September 28, | ||||||||||||||||||||||||
2013 | 2012 | ||||||||||||||||||||||||
(in thousands) | |||||||||||||||||||||||||
Current | |||||||||||||||||||||||||
Deferred rent | $ | 769 | $ | 53 | |||||||||||||||||||||
Capital lease obligations | 41 | 321 | |||||||||||||||||||||||
Accrued royalties | 550 | 379 | |||||||||||||||||||||||
Accrued license fees | 137 | 860 | |||||||||||||||||||||||
Accrued income taxes | 513 | 707 | |||||||||||||||||||||||
Restructuring | 141 | 427 | |||||||||||||||||||||||
Accrued interest | 822 | 913 | |||||||||||||||||||||||
Escrow payable | — | 3,491 | |||||||||||||||||||||||
Accrued professional fees | 426 | 837 | |||||||||||||||||||||||
Other | 2,102 | 2,673 | |||||||||||||||||||||||
Total other current liabilities | $ | 5,501 | $ | 10,661 | |||||||||||||||||||||
Long-term | |||||||||||||||||||||||||
Deferred rent | 5,143 | 5,044 | |||||||||||||||||||||||
Capital lease obligations | — | 68 | |||||||||||||||||||||||
Licensed intangibles payable | — | 699 | |||||||||||||||||||||||
Other | 1,015 | 956 | |||||||||||||||||||||||
Total other liabilities | $ | 6,158 | $ | 6,767 | |||||||||||||||||||||
Potentially Dilutive Shares | |||||||||||||||||||||||||
The following table presents the number of potentially dilutive shares of the Company’s common stock excluded from the computation of diluted net loss per share as their effect would have been anti-dilutive: | |||||||||||||||||||||||||
Year Ended | |||||||||||||||||||||||||
September 27, | September 28, | September 30, | |||||||||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||||||||||
(in thousands) | |||||||||||||||||||||||||
6.75% convertible senior notes | 8,205 | 8,205 | — | ||||||||||||||||||||||
6.50% convertible senior notes | — | 3,165 | 3,165 | ||||||||||||||||||||||
Stock awards | 3,318 | 4,193 | 3,042 | ||||||||||||||||||||||
Employee stock purchase plan shares | 94 | 151 | 56 | ||||||||||||||||||||||
Warrants | — | 6,109 | 6,109 | ||||||||||||||||||||||
Anti-dilutive weighted average common shares | 11,617 | 21,823 | 12,372 | ||||||||||||||||||||||
Research and Development Expenses | |||||||||||||||||||||||||
The Company receives certain non-recurring engineering reimbursements from its customers related to the development of certain products or product features. The Company offset $639,000 in fiscal 2013 in development expenses related to these services. The cost reduction is recognized when services are performed and customer acceptance has been received. There were no such offsets to development expenses for fiscal 2012 or fiscal 2011. | |||||||||||||||||||||||||
Supplemental Cash Flow Information | |||||||||||||||||||||||||
Year Ended | |||||||||||||||||||||||||
September 27, | September 28, | September 30, | |||||||||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||||||||||
(in thousands) | |||||||||||||||||||||||||
Interest paid | $ | 4,099 | $ | 1,618 | $ | 975 | |||||||||||||||||||
Income taxes paid, net of refunds received | 567 | 398 | 751 | ||||||||||||||||||||||
Non-cash investing and financing activities consisted of the following: | |||||||||||||||||||||||||
Purchase of property and equipment through capital leasing arrangements | $ | — | $ | 113 | $ | — | |||||||||||||||||||
Contingent consideration payable in connection with business acquisition | — | 10,038 | — | ||||||||||||||||||||||
Unpaid purchases of property and equipment | 407 | 41 | 531 | ||||||||||||||||||||||
Unpaid licenses of intellectual property | 137 | 542 | 3,184 | ||||||||||||||||||||||
Issuance of equity in a business acquisition | — | 33,791 | — | ||||||||||||||||||||||
Leasehold improvements paid by landlord | 1,076 | — | — | ||||||||||||||||||||||
Reclassification of prepaid assets to purchased intangibles | 145 | — | — | ||||||||||||||||||||||
Customer Concentrations | |||||||||||||||||||||||||
The following direct customers and/or distributors accounted for 10% or more of net revenue in the periods presented: | |||||||||||||||||||||||||
Year Ended | |||||||||||||||||||||||||
September 27, | September 28, | September 30, | |||||||||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||||||||||
Customer A | 28 | % | 25 | % | 23 | % | |||||||||||||||||||
Customer B | 19 | % | 21 | % | 19 | % | |||||||||||||||||||
The following direct customers and/or distributors accounted for 10% or more of total accounts receivable at each period end: | |||||||||||||||||||||||||
September 27, | September 28, | ||||||||||||||||||||||||
2013 | 2012 | ||||||||||||||||||||||||
Customer A | 23 | % | 19 | % | |||||||||||||||||||||
Customer B | 16 | % | 13 | % | |||||||||||||||||||||
Customer C | 10 | % | 2 | % |
Impairments
Impairments | 12 Months Ended | ||||
Sep. 27, 2013 | |||||
Impairments | ' | ||||
4 | Impairments | ||||
Impairment of Definite-Lived and Indefinite-Lived Intangible Assets | |||||
During the second quarter of fiscal 2013, in conjunction with the evaluation of goodwill, as discussed below, the Company believed there were impairment triggering events and circumstances which warranted an evaluation of certain definite-lived and indefinite-lived intangible assets. These circumstances included lower revenue when compared with projected results, which led to weaker performance than the Company expected for the second quarter of fiscal 2013. Specifically, the carrying amounts of certain intellectual property licenses, photomasks and IPR&D within the Company’s wireless infrastructure reporting unit were determined not to be recoverable and to exceed their fair value. Accordingly, the Company impaired the entire carrying value of these intellectual property licenses and photomasks and recorded an impairment charge of $2.0 million on intellectual property licenses and $439,000 on photomasks in cost of goods sold on its consolidated statements of operations. | |||||
The Company also recorded a $500,000 impairment charge on its IPR&D related to its wireless infrastructure reporting unit during the second quarter of fiscal 2013. The fair value of the IPR&D was based on a multi-period excess earnings technique of the income approach as of March 29, 2013. The significant unobservable inputs used in the valuation included revenue forecasts, gross margin assumptions, expected product cycle and a discount rate. The related product was projected to begin production shipments in fiscal 2014 and revenue was assumed to follow a normal five-year product cycle. Gross margin was assumed to remain constant during the five-year product cycle. The discount rate was a 2.0% premium to the wireless infrastructure’s discount rate. The Company reviewed its other long-lived assets within its wireless infrastructure reporting unit and did not identify any other impairment as of March 29, 2013. | |||||
As of September 27, 2013, in connection with the Company’s consideration of its strategic alternatives, the Company had received a draft term sheet from a third party to sell certain assets of its wireless infrastructure reporting unit. The Company believes this offer represented an event or change in circumstance and was an indication that the carrying amount of long-lived assets to be held and used, including intangible assets, may not be recoverable for the wireless infrastructure reporting unit. The Company concluded that the offered amount was the likely recoverable value of the reporting unit and recorded impairment charges on its consolidated statements of operations during the fourth quarter of fiscal 2013 relating to its wireless infrastructure reporting unit consisting of $10.8 million on intellectual property licenses and $9.8 million on developed technology in cost of goods sold, $1.1 million on customer relationships in selling, general and administrative and $103,000 on property, plant and equipment in research and development. | |||||
The Company also recorded an impairment charge in cost of goods sold on its consolidated statements of operations of $621,000 on intellectual property licenses, which resulted from its normal review of long-lived assets for impairment during the fourth quarter of fiscal 2013. | |||||
In fiscal 2008, the Company entered into a license agreement with an intellectual property supplier. During the third quarter of fiscal 2012, the Company entered into a new license agreement with the same intellectual property supplier. As a result of the new license agreement, the Company determined that a $1.8 million asset from the previous license agreement was impaired and based on market conditions has a fair market value of zero. The Company recorded the charge in cost of goods sold in fiscal 2012 on its consolidated statements of operations. | |||||
In June 2011, the Company capitalized a photomask. During the third quarter of fiscal 2012, the Company capitalized a new photomask that replaced the original photomask. As a result of the new photomask, the Company determined that the $1.6 million asset from the previous photomask was impaired and based on market conditions has a fair market value of zero. The Company recorded the charge in fiscal 2012 in cost of goods sold on its consolidated statements of operations. | |||||
Impairment of Goodwill | |||||
During the second quarter of fiscal 2013, the Company performed an interim evaluation of goodwill for its wireless infrastructure reporting unit as it believed there were impairment triggering circumstances which warranted an evaluation. These circumstances consisted of actual and projected decreases in net revenue due to slower than expected deployments of 3G small cell base stations, as compared to prior projections at the time of its acquisition of picoChip. Given the triggering circumstances, the Company performed step one of the impairment test for goodwill and determined that the fair value of the wireless infrastructure reporting unit, which was based on a combination of the income approach and market approach, was lower than the carrying value. Under the income approach, the fair value of the reporting unit was calculated based on the present value of estimated future net cash flows. Cash flows beyond the discrete forecast were estimated using a terminal value calculation, which incorporated historical and forecasted financial trends for the wireless infrastructure reporting unit and considered perpetual earnings growth rates for publicly traded peer companies. Future cash flows were discounted to present value by incorporating appropriate present value techniques. Under the market approach, fair value was estimated based on market multiples of revenue and earnings or similar measures for comparable companies, when available. | |||||
Specifically, the income approach valuation included the following assumptions: | |||||
March 29, 2013 | |||||
Discount rate | 21 | % | |||
Perpetual growth rate | 4 | % | |||
Tax rate | 29.3 | % | |||
Risk free rate | 2.7 | % | |||
Peer company beta | 1.32 | ||||
Country risk adjustment for foreign operations | 0.7 | % | |||
The failure of step one of the goodwill impairment test triggered a step two impairment analysis. The second step of the goodwill impairment test involved comparing the implied fair value of the reporting unit’s goodwill with the carrying value of that goodwill. The amount by which the carrying value of the goodwill exceeded its implied fair value was recognized as an impairment loss. As a result, the Company recorded a charge for the impairment of goodwill in the amount of $30.5 million during the second quarter of fiscal 2013 related to its wireless infrastructure reporting unit. | |||||
Determining the fair value of its reporting units is judgmental in nature and requires the use of significant estimates and assumptions. For purposes of the Company’s step one analysis for its fiscal 2013 annual goodwill impairment test during the fourth quarter of fiscal 2013, the fair value of the wireless infrastructure reporting unit was determined based on a weighted fair value using the market approach (draft term sheet referred to above and guideline company method) and income approach. The draft term sheet for the reporting unit represented a Level 1 indication of value for the reporting unit because it constituted the best available offer for the assets of the wireless infrastructure reporting unit. In consideration of various factors related to the approaches, it was determined that as of the annual goodwill impairment evaluation date, the draft term sheet was considered the best evidence of fair value from a market participant standpoint and was assigned a weighting of 85.0%. The income approach was based on discounted cash flows which were derived from internal forecasts and economic expectations. Key assumptions used to determine the fair value under the income approach include the cash flow period, terminal values based on a terminal growth rate and the discount rate. The income approach was assigned a weighting of 5.0% because the least likely occurrence for the reporting unit is continuing ongoing investment and performance and the income approach is based more on Level 3 inputs. The market approach (guideline company method) utilized valuation multiples based on operating and valuation metrics from comparable companies in the industry. The market approach was assigned a weighting of 10.0%, because the Company is actively looking to sell or divest the reporting unit. Based on the conclusions of its evaluation, the Company determined that the fair value of the reporting unit had declined further due to increased long-term competitive risk and technological uncertainty in the wireless infrastructure business, and impaired the remaining goodwill balance of $26.6 million during the fourth quarter of fiscal 2013. |
Business_Combination
Business Combination | 12 Months Ended | ||||||||
Sep. 27, 2013 | |||||||||
Business Combination | ' | ||||||||
5 | Business Combination | ||||||||
On February 6, 2012, the Company completed the acquisition of picoChip, Inc. and its wholly owned subsidiaries (picoChip). picoChip was a supplier of integrated SoC solutions for small cell base stations. Pursuant to the terms of the acquisition agreement, all of picoChip’s outstanding shares were converted into the right to receive consideration consisting of cash and shares of the Company’s common stock. | |||||||||
The acquisition-date fair value of the consideration transferred totaled $64.3 million, which consisted of the following: | |||||||||
Fair Value of | |||||||||
Consideration | |||||||||
Transferred | |||||||||
(in thousands) | |||||||||
Cash | $ | 20,479 | |||||||
Common stock | 33,791 | ||||||||
Contingent consideration | 10,038 | ||||||||
Total | $ | 64,308 | |||||||
The Company paid $26.7 million (less certain deductions) in cash and issued an aggregate of approximately 5.2 million shares of the Company’s authorized common stock, par value $0.01 per share, to the stockholders of picoChip. The issuance of the approximate 5.2 million shares was valued based on the Company’s closing common stock price on the acquisition’s closing date (Level 1 measurement). | |||||||||
The $26.7 million of cash consideration was reduced by $6.1 million of assumed liabilities, which primarily consisted of accrued employee bonuses, management transaction bonuses, direct costs of the acquisition incurred by picoChip that remained unpaid as of the acquisition’s closing date, an estimated closing net asset adjustment and other liabilities pursuant to the acquisition agreement. The reduction in cash consideration was partially offset by $383,000, which represented the amount of picoChip’s cash on hand immediately prior to the close of the acquisition. The cash consideration transferred upon the close of the acquisition was $20.5 million, of which, $14.3 million was deposited into an escrow account and a majority of the remaining $6.2 million was used to pay the remainder of picoChip’s outstanding debt. | |||||||||
The total fair value of consideration transferred for the acquisition was allocated to the net tangible and intangible assets based upon their estimated fair values as of the date of the acquisition. The excess of the purchase price over the net tangible and intangible assets was recorded as goodwill. The acquisition transaction was a stock purchase that was deemed to be an asset purchase for tax purposes pursuant to an election under IRC Section 338. This treatment resulted in a step up of the fair values of the net assets acquired over their pre-acquisition tax basis. During fiscal 2012, the Company reduced goodwill by $529,000 due to a decrease in assumed liabilities. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the acquisition date based on the purchase price: | |||||||||
At February 6, 2012 | |||||||||
(in thousands) | |||||||||
Assets acquired: | |||||||||
Cash and cash equivalents | $ | 383 | |||||||
Receivables | 1,401 | ||||||||
Inventories | 1,939 | ||||||||
Prepaid expenses and other current assets | 4,230 | ||||||||
Capital lease | 178 | ||||||||
Property, plant and equipment, net | 2,475 | ||||||||
Intangible assets | |||||||||
Trade names and trademarks | 310 | ||||||||
Developed technology | 11,800 | ||||||||
Customer relationships | 1,500 | ||||||||
In-process research and development | 800 | ||||||||
Goodwill | 57,110 | ||||||||
Total assets acquired | $ | 82,126 | |||||||
Liabilities assumed: | |||||||||
Accounts payable | $ | 4,904 | |||||||
Accrued compensation and benefits | 3,215 | ||||||||
Deferred revenue | 2,890 | ||||||||
Other current liabilities | 6,606 | ||||||||
Capital lease obligation | 203 | ||||||||
Total liabilities assumed | $ | 17,818 | |||||||
Purchase price | $ | 64,308 | |||||||
As a result of the acquisition, the Company held a presence in the 3G small cell base station market and planned to maintain this position as the small cell base station market transitions to dual-mode 3G/4G and 4G-only products. The goodwill recognized was therefore attributable primarily to revenue from future new products and the market opportunity of delivering a more complete portfolio of small cell solutions spanning residential to enterprise and metro product segments. A portion of this goodwill is deductible for income tax purposes. | |||||||||
The acquisition agreement contained provisions for additional earnout payments, contingent on the achievement of milestones relating to: (i) revenue associated with sales of certain picoChip products for the period beginning on the closing of the acquisition and ending on December 31, 2012; and (ii) product and business development milestones. The revenue milestone was not met and therefore the related liability was reduced to zero. The business development milestone was not achieved and therefore the earnout’s fair value was reduced to zero. Although one of the product development milestones was achieved, the second product development milestone was not achieved within the required timeframe and therefore the product development earnouts’ fair value was reduced from a total of $4.5 million to $2.5 million in the fourth quarter of fiscal 2012. | |||||||||
The Company had the right to offset the earnout payment with certain employee termination liabilities incurred subsequent to the close of the acquisition. For the six months ended March 29, 2013, the offsetting employee termination expenses were estimated to be $634,000, reducing the net contingent consideration liability from $2.5 million to $1.9 million. | |||||||||
The acquisition agreement stipulated that the purchase price was to be reduced if the actual net assets as defined in the agreement were determined to be less than the estimated net assets. On April 26, 2013, the Company and the selling shareholders’ representative entered into a settlement agreement whereby the parties agreed to settle all outstanding obligations under the acquisition agreement, including escrow claims, earnout payments and the net asset adjustment on the purchase price paid by the Company in connection with the acquisition. In connection with the settlement, the Company was relieved of its $1.9 million net contingent consideration obligation, $3.5 million of payables owed to the escrow account related to a refundable research and development tax credit and received $1.0 million net in cash. This settlement resulted in the recording of other income of $6.4 million during the third quarter of fiscal 2013. This settlement agreement released the Company, the selling shareholders and the selling shareholders’ representative from all contingent consideration, claims and potential claims between the parties and the escrow account has been terminated. | |||||||||
The fair value of accounts receivables acquired was $1.4 million, with the gross contractual amount being $1.5 million. The Company expected approximately $105,000 to be uncollectible. | |||||||||
The fair value of trade names and trademarks and customer relationships was capitalized as of the acquisition date and was subsequently amortized using a straight-line method to selling, general and administrative expenses over their estimated period of use of 18 months and seven years, respectively. The fair value of developed technology was capitalized as of the acquisition date and was subsequently amortized using a straight-line method to cost of products sold over the estimated remaining life of 12 years. | |||||||||
The amount of net revenue and net loss of picoChip included in the Company’s consolidated statements of operations from the acquisition date to September 28, 2012 were as follows: | |||||||||
Year Ended | |||||||||
September 28, 2012 | |||||||||
(in thousands) | |||||||||
Net revenue | $ | 9,922 | |||||||
Net loss | $ | (10,097 | ) | ||||||
Supplemental Pro Forma Data (Unaudited) | |||||||||
The unaudited pro forma statements of operations data below gives effect to the acquisition, described above, as if it had occurred at October 2, 2010. These amounts have been calculated after applying the Company’s accounting policies and adjusting the results of picoChip to reflect the additional depreciation and amortization that would have been charged assuming the fair value adjustments to inventory, property, plant and equipment and intangible assets and additional interest expense on acquisition-related borrowings had been applied and incurred since October 2, 2010. The supplemental pro forma earnings for fiscal 2012 were adjusted to exclude $8.0 million of professional and transaction-related fees, $892,000 of restructuring charges and $986,000 of profit in acquired inventory. The supplemental pro forma earnings for fiscal 2011 were adjusted to include these charges. This pro forma data is presented for informational purposes only and does not purport to be indicative of the results of future operations. | |||||||||
Year Ended | |||||||||
September 28, | September 30, | ||||||||
2012 | 2011 | ||||||||
(in thousands) | |||||||||
Net revenue | $ | 144,523 | $ | 179,696 | |||||
Net loss | $ | (37,720 | ) | $ | (28,864 | ) | |||
Included in net loss are operating expenses incurred by the picoChip team, nearly half of which related to product engineering of Mindspeed’s dual mode Transcede family of products. |
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||||||
Sep. 27, 2013 | |||||||||||||
Income Taxes | ' | ||||||||||||
6 | Income Taxes | ||||||||||||
The components of the provision for income taxes were as follows: | |||||||||||||
Year Ended | |||||||||||||
September 27, | September 28, | September 30, | |||||||||||
2013 | 2012 | 2011 | |||||||||||
(in thousands) | |||||||||||||
Current: | |||||||||||||
Federal | $ | 20 | $ | — | $ | — | |||||||
Foreign | 444 | 553 | (2,200 | ) | |||||||||
State and local | 6 | 2 | 6 | ||||||||||
Total current | 470 | 555 | (2,194 | ) | |||||||||
Deferred: | |||||||||||||
Federal | $ | — | $ | — | $ | — | |||||||
Foreign | (83 | ) | (196 | ) | 2,435 | ||||||||
State and local | — | — | — | ||||||||||
Total deferred | (83 | ) | (196 | ) | 2,435 | ||||||||
$ | 387 | $ | 359 | $ | 241 | ||||||||
A reconciliation of income taxes computed at the U.S. federal statutory income tax rate to the provision for income taxes follows: | |||||||||||||
Year Ended | |||||||||||||
September 27, | September 28, | September 30, | |||||||||||
2013 | 2012 | 2011 | |||||||||||
(in thousands) | |||||||||||||
U.S. federal statutory tax at 35% | $ | (31,066 | ) | $ | (11,337 | ) | $ | (180 | ) | ||||
State taxes, net of federal effect | 4 | 1 | 4 | ||||||||||
Foreign income taxes in excess of U.S. | 604 | 351 | 112 | ||||||||||
Goodwill impairment | 3,510 | — | — | ||||||||||
Valuation allowance | 26,789 | 10,170 | (135 | ) | |||||||||
Other | 546 | 1,174 | 440 | ||||||||||
Provision for income taxes | $ | 387 | $ | 359 | $ | 241 | |||||||
Loss before income taxes consisted of the following components: | |||||||||||||
Year Ended | |||||||||||||
September 27, | September 28, | September 30, | |||||||||||
2013 | 2012 | 2011 | |||||||||||
(in thousands) | |||||||||||||
United States | $ | (18,827 | ) | $ | (32,374 | ) | $ | (870 | ) | ||||
Foreign | (69,934 | ) | (18 | ) | 356 | ||||||||
$ | (88,761 | ) | $ | (32,392 | ) | $ | (514 | ) | |||||
Deferred income tax assets and liabilities at fiscal year-ends consisted of the tax effects of temporary differences related to the following: | |||||||||||||
Year Ended | |||||||||||||
September 27, | September 28, | ||||||||||||
2013 | 2012 | ||||||||||||
(in thousands) | |||||||||||||
Deferred tax assets: | |||||||||||||
Inventories | $ | 7,937 | $ | 8,045 | |||||||||
Deferred revenue | 1,370 | 1,905 | |||||||||||
Accrued compensation and benefits | 980 | 1,058 | |||||||||||
Product returns and allowances | 634 | 557 | |||||||||||
Net operating losses | 247,500 | 242,426 | |||||||||||
Stock options | 7,602 | 6,225 | |||||||||||
Acquisition-related costs | 1,401 | — | |||||||||||
Goodwill | 16,430 | — | |||||||||||
Foreign deferred taxes | 329 | 246 | |||||||||||
Property, plant and equipment | — | 1,802 | |||||||||||
Intangible assets | 12,578 | — | |||||||||||
Other | 2,665 | 5,581 | |||||||||||
Valuation allowance | (290,459 | ) | (257,886 | ) | |||||||||
Total deferred tax assets | 8,967 | 9,959 | |||||||||||
Deferred tax liabilities: | |||||||||||||
Deferred state taxes | 7,357 | 6,216 | |||||||||||
Property, plant and equipment | 11 | — | |||||||||||
Intangible assets | — | 2,412 | |||||||||||
Other income | 1,270 | 761 | |||||||||||
Other liabilities | — | 324 | |||||||||||
Total deferred tax liabilities | 8,638 | 9,713 | |||||||||||
Net deferred tax assets | $ | 329 | $ | 246 | |||||||||
Based upon the Company’s history of operating losses, management determined that it is more likely than not that the U.S. federal and state deferred tax assets as of September 27, 2013 and September 28, 2012 will not be realized through the reduction of future income tax payments. Consequently, the Company has established a valuation allowance for its net U.S. federal and state deferred tax assets as of those dates. The Company’s foreign deferred tax assets are expected to be realized through a reduction of future tax payments, therefore no valuation allowance has been established for these deferred tax assets. | |||||||||||||
As of September 27, 2013, Mindspeed had U.S. federal net operating loss carryforwards of approximately $662.8 million, which expire at various dates through 2033, and aggregate state net operating loss carryforwards of approximately $178.7 million, which expire at various dates through 2033. Sections 382 and 383 of the Internal Revenue Code of 1986, as amended, provide for limitations on the utilization of net operating loss and research and development credit carryforwards if the Company were to undergo an ownership change, as defined in Section 382. | |||||||||||||
The deferred tax assets as of September 27, 2013 included a deferred tax asset of $19.3 million representing net operating losses arising from the exercise of stock options by Mindspeed employees. To the extent the Company realizes any tax benefit for the net operating losses attributable to the stock option exercises, such amount would be credited directly to stockholders’ equity. | |||||||||||||
The Company has not provided for U.S. taxes or foreign withholding taxes on approximately $4.3 million of undistributed earnings from its foreign subsidiaries because such earnings are to be reinvested indefinitely. If these earnings were distributed, foreign tax credits may become available under current law to reduce the resulting U.S. income tax liability. | |||||||||||||
The Company maintains liabilities for uncertain tax positions. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: | |||||||||||||
Total | |||||||||||||
(in thousands) | |||||||||||||
Balance as of October 1, 2010 | $ | 41,860 | |||||||||||
Increase in tax positions | 2,191 | ||||||||||||
Balance as of September 30, 2011 | 44,051 | ||||||||||||
Increase in tax positions | 1,417 | ||||||||||||
Balance as of September 28, 2012 | 45,468 | ||||||||||||
Increase in tax positions | 124 | ||||||||||||
Balance as of September 27, 2013 | $ | 45,592 | |||||||||||
The Company has not recognized a deferred tax asset for potential Federal and state research and development credits because it believes no amounts are more likely than not to be sustained upon audit by the relevant tax authority. To date, the Company has not performed a formal study of potential research and development credits. If, at any time in the future, the Company determines it appropriate to conduct a formal study of potential research and development credits, completion of a study may have an effect on the Company’s estimate of this unrealized tax benefit. | |||||||||||||
The unrecognized tax benefits of $45.6 million at September 27, 2013 included $447,000 of tax benefits that, if recognized, would reduce the Company’s annual effective tax rate. The remaining $45.2 million of unrecognized tax benefits, if recognized, would have no impact on the effective tax rate and be recorded as an increase to the Company’s deferred tax assets with a related increase in the valuation allowance. However, to the extent that any portion of such benefit is recognized at the time a valuation allowance no longer exists; such benefit would favorably affect the effective tax rate. The Company does not anticipate that unrecognized tax benefits will significantly increase or decrease within 12 months of September 27, 2013. | |||||||||||||
The Company recognizes interest and penalties related to unrecognized tax benefits in the tax provision. As of September 27, 2013, the Company had no liability for the payment of interest and penalties. | |||||||||||||
The Company generally is no longer subject to tax examinations in federal, state or foreign jurisdictions for years prior to years ended September 30, 2008. However, if loss carryforwards of tax years prior to years ended September 30, 2008 are utilized in the U.S., these tax years may become subject to investigation by the tax authorities. |
Fair_Value_Measurements
Fair Value Measurements | 12 Months Ended | ||||||||||||||||
Sep. 27, 2013 | |||||||||||||||||
Fair Value Measurements | ' | ||||||||||||||||
7 | Fair Value Measurements | ||||||||||||||||
The Company’s financial instruments consist principally of cash and cash equivalents, accounts receivable, accounts payable and long-term debt. ASC 820, Fair Value Measurements and Disclosures, defines the fair value of financial instruments as the price that would be received from the sale of an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 establishes a three-level hierarchy for disclosure that is based on the extent and level of judgment used to estimate the fair value of assets and liabilities. | |||||||||||||||||
• | Level 1 uses unadjusted quoted prices that are available in active markets for identical assets or liabilities. The Company’s Level 1 assets include investments in money market funds. | ||||||||||||||||
• | Level 2 uses inputs other than quoted prices included in Level 1 that are either directly or indirectly observable through correlation with market data. These include quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; and inputs to valuation models or other pricing methodologies that do not require significant judgment because the inputs used in the model, such as interest rates and volatility, can be corroborated by readily observable market data. | ||||||||||||||||
• | Level 3 uses one or more significant inputs that are unobservable and supported by little or no market activity, and reflect the use of significant management judgment. Level 3 assets and liabilities include those whose fair value measurements are determined using pricing models, discounted cash flow methodologies or similar valuation techniques and significant management judgment or estimation. The Company’s Level 3 assets include certain acquired intangible assets and its Level 3 liability includes contingent consideration. | ||||||||||||||||
The following table represents financial assets and liabilities that the Company measured at fair value in fiscal 2012 on a recurring basis, except for certain embedded derivatives for which the required disclosures are provided in Note 8. The Company has classified these assets and liabilities in accordance with the fair value hierarchy set forth in ASC 820: | |||||||||||||||||
Fair Value Measurements at September 28, 2012 Using | |||||||||||||||||
Fair Value Hierarchy | |||||||||||||||||
Fair Value as of | Level 1 | Level 2 | Level 3 | ||||||||||||||
September 28, | |||||||||||||||||
2012 | |||||||||||||||||
(in thousands) | |||||||||||||||||
Assets | |||||||||||||||||
Money market fund | $ | 20,040 | $ | 20,040 | $ | — | $ | — | |||||||||
Assets at fair value | $ | 20,040 | $ | 20,040 | $ | — | $ | — | |||||||||
Liabilities | |||||||||||||||||
Contingent consideration | $ | 1,876 | $ | — | $ | — | $ | 1,876 | |||||||||
Liabilities at fair value | $ | 1,876 | $ | — | $ | — | $ | 1,876 | |||||||||
As discussed in Note 5, the Company was relieved of its contingent consideration obligation of $1.9 million during the third quarter of fiscal 2013. During the fourth quarter of fiscal 2013, the Company closed its money market fund account and the remaining balance of $54,000 was transferred to the Company’s cash concentration account. There were no financial assets or liabilities requiring fair value measurements as of September 27, 2013 on a recurring basis, except for certain embedded derivatives for which the required disclosures are provided in Note 8. The Company believes that the recorded value of all of its other financial instruments approximate their current fair values because of their nature and respective relatively short maturity dates or durations. |
Revolving_Credit_Facilities_an
Revolving Credit Facilities and Long-Term Debt | 12 Months Ended | ||||||||||||||||
Sep. 27, 2013 | |||||||||||||||||
Revolving Credit Facilities and Long-Term Debt | ' | ||||||||||||||||
8 | Revolving Credit Facilities and Long-Term Debt | ||||||||||||||||
6.75% Convertible Senior Notes | |||||||||||||||||
On June 19, 2012, the Company sold $32.0 million in aggregate principal amount of its 6.75% Convertible Senior Notes due 2017, or the 6.75% convertible notes, for net proceeds of $30.6 million. Interest on the 6.75% convertible notes is paid semi-annually in arrears in cash at a rate of 6.75% per year on the principal amount, accruing from June 19, 2012. The 6.75% convertible notes will mature on June 15, 2017, unless earlier repurchased, redeemed or converted. The 6.75% convertible notes are fully and unconditionally guaranteed on a senior, unsecured basis by certain of the Company’s subsidiaries. | |||||||||||||||||
The 6.75% convertible notes are convertible at an initial conversion rate of 256.4103 shares of the Company’s common stock per $1,000 principal amount of 6.75% convertible notes, subject to adjustment in certain circumstances. This is equivalent to an initial conversion price of $3.90 per share of common stock. Holders may convert the 6.75% convertible notes at any time prior to the close of business on the second scheduled trading day immediately preceding June 15, 2017. If the Company undergoes certain fundamental changes prior to maturity of the notes, including a change of control, sale of all or substantially all of the assets of the Company, a liquidation or dissolution of the Company, the failure of the common stock to be listed or quoted on any of The New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market, and certain other events as more fully described in the indenture relating to the 6.75% convertible notes, a holder thereof will have the option to require the Company to repurchase for cash all or any portion of such notes at a repurchase price equal to 100% of the principal amount of the notes being repurchased, plus accrued and unpaid interest (including additional interest, if any) to, but excluding, the repurchase date. | |||||||||||||||||
On or after June 15, 2013, in the event that the last reported price of the Company’s common stock exceeds the conversion price then in effect for 20 or more trading days during any 30 consecutive trading day period ending within five trading days prior to the date the Company receives a notice of conversion, the Company will, in addition to delivering shares upon conversion of the 6.75% convertible notes (and cash in lieu of fractional shares), make a “make-whole premium” payment in cash, shares of Company common stock or a combination thereof, subject to certain limitations, at the option of the Company, equal to the sum of the remaining scheduled payments of interest that would have been made on the 6.75% convertible notes to be converted had such notes remained outstanding through the earlier of the date that is three years after the date the Company receives the notice of conversion and June 15, 2017. If the Company elects to pay some or all of the “make-whole premium” in shares of the Company’s common stock, then the number of shares of common stock a holder will receive will be that number of shares that have a value equal to the amount of the “make-whole premium” payment to be paid to such holder in shares, divided by the product of 0.97 and the average of the last reported sale prices of the common stock for the five trading days immediately preceding, and including, the third trading day immediately prior to the conversion date; provided that in no event will such price be less than $3.00. | |||||||||||||||||
The Company can redeem all or any part of the 6.75% convertible notes for cash on or after June 15, 2015 if the last reported sale price of its common stock exceeds 150% of the conversion price then in effect for at least 20 trading days during any 30 consecutive trading day period ending within five trading days prior to the notice of redemption and certain other conditions are met (referred to as the provisional redemption). The redemption price will equal the principal amount of the convertible notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date, plus a “make-whole premium” payment in cash, shares of the Company’s common stock or a combination thereof, subject to certain limitations, at the option of the Company, equal to the sum of the remaining scheduled payments of interest that would have been made on the 6.75% convertible notes to be redeemed had such notes remained outstanding from the redemption date to June 15, 2017. If the Company elects to pay some or all of the “make-whole premium” in shares of the Company’s common stock, then the number of shares of common stock a holder will receive will be that number of shares that have a value equal to the amount of the “make-whole premium” payment to be paid to such holder in shares, divided by the product of 0.97 and the average of the last reported sale prices of the Company’s common stock for the five trading days immediately preceding, and including, the third trading day immediately prior to the redemption date; provided that in no event will such price be less than $3.00. | |||||||||||||||||
If there is an event of default under the notes, the principal of and premium, if any, on all the notes and the interest accrued thereon may be declared immediately due and payable, subject to certain conditions set forth in the indenture. Events of default under the indenture include, but are not limited to, the Company: (i) becoming delinquent in making certain payments due under the notes; (ii) failing to deliver shares of common stock or cash upon conversion of the notes; (iii) failing to deliver certain required notices under the notes; (iv) incurring certain events of default with respect to other indebtedness or obligations; (v) becoming subject to certain bankruptcy proceedings or orders; or (vi) failing to pay or the acceleration of other indebtedness. If the Company fails to file certain periodic reports with the SEC, it will be required to make additional interest payments. As of September 27, 2013, no events of default have occurred. | |||||||||||||||||
The indenture relating to the 6.75% convertible notes contains a covenant that limits the Company’s ability to incur Indebtedness, as that term is defined in the indenture, secured by a lien on the Company’s assets or any Indebtedness that is senior to, or equal to, the 6.75% convertible notes, or permit any subsidiary to do so, other than a senior secured credit facility financing in an aggregate principal amount not to exceed $35.0 million, and any subsidiary guarantees required thereunder, or any other Indebtedness outstanding as of the date of the indenture. | |||||||||||||||||
For financial accounting purposes, the requirements for the Company to make additional interest payments in the event of early redemption by the Company and to make additional interest payments in the event that the Company does not timely file certain periodic reports with the SEC are embedded derivatives. As of September 27, 2013, the fair value of these embedded derivatives was estimated and was not significant. The Company’s contingent obligation to make an interest make-whole premium payment in the event of an early conversion by the holders of the notes is also an embedded derivative. As of September 27, 2013 and September 28, 2012, the fair value of this contingent obligation was estimated at $163,000 and $182,000, respectively, and was recorded in other long-term liabilities. The fair values were calculated using a Monte Carlo simulation with Level 3 inputs. Key assumptions used in the calculation of the fair value as of September 27, 2013 include a volatility of 60.0%, a debt discount rate of 8.0%, an expected stock return of 1.05% and a common share price of $3.13. Key assumptions used in the calculation of the fair value as of September 28, 2102 include a volatility of 75.0%, a debt discount rate of 9.0%, an expected stock return of 0.62% and a common share price of $3.46. | |||||||||||||||||
The estimated fair value of these notes as of September 27, 2013 and September 28, 2012 was approximately $33.5 million and $35.9 million, respectively, and were calculated using an option pricing model with Level 3 inputs. Key assumptions used in the calculation of this fair value as of September 27, 2013 include a volatility of 60.0%, based on the Company’s historical stock price volatility, a debt discount rate of 8.0% and a 10.0% discount for lack of marketability. Key assumptions used in the calculation of this fair value as of September 28, 2012 include a volatility of 75.0%, based on the Company’s historical stock price volatility, a debt discount rate of 9.0% and a 10.0% discount for lack of marketability. | |||||||||||||||||
The Company incurred $492,000 of debt issuance costs, which is being amortized to interest expense over the term of the convertible notes through June 15, 2017 using the effective interest method. Debt issuance costs of $365,000 and $463,000, net of accumulated amortization, were included in other assets as of September 27, 2013 and September 28, 2012, respectively. | |||||||||||||||||
The following table sets forth balance sheet information related to the 6.75% convertible senior notes: | |||||||||||||||||
September 27, | September 28, | ||||||||||||||||
2013 | 2012 | ||||||||||||||||
(in thousands) | |||||||||||||||||
Principal value of the liability component | $ | 32,000 | $ | 32,000 | |||||||||||||
Unamortized value of the debt discount | (1,168 | ) | (1,484 | ) | |||||||||||||
Net carrying value of the liability component | $ | 30,832 | $ | 30,516 | |||||||||||||
The following table sets forth interest expense information related to the 6.75% convertible senior notes: | |||||||||||||||||
Year Ended | |||||||||||||||||
September 27, | September 28, | September 30, | |||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||
Interest expense - coupon | $ | 2,179 | $ | 603 | $ | — | |||||||||||
Interest expense - debt discount amortization | 316 | 94 | — | ||||||||||||||
Total | $ | 2,495 | $ | 697 | $ | — | |||||||||||
Effective interest rate on the liability for the period | 7.8 | % | 7.47 | % | 0 | % | |||||||||||
Subsequent to September 27, 2013, but prior to the issuance of this Annual Report on Form 10-K, the Company’s last reporting price of its common stock exceeded the conversion price of $3.90 for 20 or more trading days during a 30 consecutive trading day period, however, the Company had not received a notice of conversion. | |||||||||||||||||
The estimated amortization expense for the debt discount related to the 6.75% convertible senior notes through the remaining expected life is as follows: | |||||||||||||||||
Fiscal Year | |||||||||||||||||
2014 | 2015 | 2016 | 2017 | ||||||||||||||
(in thousands) | |||||||||||||||||
Estimated debt discount amortization expense | $ | 315 | $ | 315 | $ | 315 | $ | 223 | |||||||||
Loan and Security Agreement | |||||||||||||||||
The Company entered into a loan and security agreement with Silicon Valley Bank (SVB) on February 6, 2012, as amended by that certain first amendment to the loan and security agreement entered into on June 12, 2012 and by that certain second amendment to the loan and security agreement entered into on March 8, 2013. The loan and security agreement includes: (i) a term loan facility of $15.0 million; and (ii) a revolving credit facility of up to $20.0 million. As of September 27, 2013, the outstanding balance on the term loan was $14.2 million and the outstanding balance on the revolving credit facility was $12.5 million. The obligations under the loan and security agreement are guaranteed by material subsidiaries of the Company and secured by a security interest in substantially all of the Company’s assets and the Company’s guarantors’ assets, excluding intellectual property. | |||||||||||||||||
The principal on the term loan will be payable in quarterly installments beginning on March 31, 2013 and ending on the maturity date of the term loan, February 6, 2017. Quarterly principal payments of $375,000 are due for each quarter during calendar year 2013, $750,000 for each quarter during calendar year 2014, $1.1 million for each quarter during calendar year 2015 and $1.5 million for each quarter during calendar year 2016. Interest on the term loan is paid quarterly beginning in calendar year 2012. The revolving credit facility also has a maturity date of February 6, 2017. Interest on the revolving credit facility is paid quarterly beginning in calendar year 2012. | |||||||||||||||||
The total amount available under the revolving credit facility is $20.0 million. The Company is eligible to borrow amounts against the revolving credit facility up to the amount allowable by the borrowing base. The borrowing base is calculated on a monthly basis and is based on the amount of the Company’s eligible accounts receivable. At September 27, 2013, the Company had an outstanding revolving credit facility balance of $12.5 million and the amount of the eligible borrowing base was $16.7 million. To the extent that the eligible borrowing base is reduced, the Company is required to pay down the outstanding revolving credit facility balance to the amount of the eligible borrowing base. During the next 12 months, the Company expects the borrowing base will be sufficient to maintain borrowings on the revolving credit facility at a minimum of $8.0 million. Consequently, it has classified $8.0 million of the revolving credit facility as a long-term liability. | |||||||||||||||||
The Company has the option to choose, with a few exceptions, whether the term loan facility and the revolving credit facility bear interest based on a base rate, which is the prime rate published in The Wall Street Journal, or a LIBOR rate, which has a floor of 0.75%. A base rate facility will bear interest ranging from the base rate plus 1.25% to base rate plus 1.75%. A LIBOR rate facility will bear interest ranging from LIBOR rate plus 3.25% to LIBOR rate plus 3.75%. Both the base rate margin and LIBOR margin vary based upon the Company’s liquidity ratio. As of September 27, 2013, the interest rate on both the term loan facility and the revolving credit facility was 4.00%. Total interest expense incurred on the term loan facility and revolving credit facility was $1.1 million for fiscal 2013. | |||||||||||||||||
The revolving credit facility is subject to an unused line of credit fee. This fee is payable quarterly in an amount equal to 0.25% - 0.50% of the average daily unused portion of the credit facility. The unused line fee will vary based upon the Company’s liquidity ratio. | |||||||||||||||||
The loan and security agreement, as amended, requires the Company to meet certain financial covenants. Beginning in the fourth quarter of fiscal 2013 and each subsequent fiscal quarter, the Company must maintain a minimum cash and cash equivalents balance of $20.0 million with Silicon Valley Bank and a minimum liquidity ratio of 1.40 as of the last date of the fiscal quarter. The Company met this requirement as of September 27, 2013. If the Company fails to maintain the minimum $20.0 million cash and cash equivalents balance and the minimum 1.40 liquidity ratio as of the last date of each fiscal quarter, it will be required to maintain alternative financial covenants consisting of a minimum cash and cash equivalents balance of $15.0 million, a minimum liquidity ratio of 1.25 and a minimum fixed charge coverage ratio of 1.10. | |||||||||||||||||
The Company incurred approximately $537,000 of debt issuance costs related to the loan and security agreement, which are being amortized to interest expense over the term of the facility through February 6, 2017 using the effective interest method. Debt issuance costs of $252,000 and $448,000, net of accumulated amortization, were included in other assets as of September 27, 2013 and September 28, 2012, respectively. | |||||||||||||||||
Although market quotes for the fair value of the Company’s term loan is not readily available, the Company believes its carrying value approximates fair value due to the variable interest rates. | |||||||||||||||||
6.50% Convertible Senior Notes due 2013 | |||||||||||||||||
On July 30, 2008, the Company entered into separate exchange agreements with certain holders of its previously outstanding 3.75% convertible senior notes, pursuant to which holders of an aggregate of $15.0 million of the notes agreed to exchange their notes for $15.0 million in aggregate principal amount of a new series of 6.50% convertible senior notes due 2013 (6.50% convertible senior notes). The exchange offer closed on August 1, 2008. The Company paid at the closing an aggregate of approximately $100,000 in accrued and unpaid interest on the 3.75% convertible senior notes that were exchanged for the 6.50% convertible senior notes, as well as approximately $900,000 in transaction fees. On August 1, 2013, the 6.50% convertible senior notes matured and the remaining balance of $15.0 million was repaid by the Company. | |||||||||||||||||
The following table sets forth balance sheet information related to the 6.50% convertible senior notes: | |||||||||||||||||
September 27, | September 28, | ||||||||||||||||
2013 | 2012 | ||||||||||||||||
(in thousands) | |||||||||||||||||
Principal value of the liability component | $ | — | $ | 15,000 | |||||||||||||
Unamortized discount of the liability component | — | (366 | ) | ||||||||||||||
Net carrying value of the liability component | $ | — | $ | 14,634 | |||||||||||||
The following table sets forth interest expense information related to the 6.50% convertible senior notes: | |||||||||||||||||
Year Ended | |||||||||||||||||
September 27, | September 28, | September 30, | |||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||
(in thousands) | |||||||||||||||||
Interest expense - coupon | $ | 813 | $ | 975 | $ | 975 | |||||||||||
Interest expense - debt discount amortization | 366 | 418 | 406 | ||||||||||||||
Total | $ | 1,179 | $ | 1,393 | $ | 1,381 | |||||||||||
Effective interest rate on the liability for the period | 9.43 | % | 9.29 | % | 9.21 | % | |||||||||||
Aggregate maturities for our long-term debt are as follows: | |||||||||||||||||
Fiscal Year | (in thousands) | ||||||||||||||||
2014 | $ | 2,250 | |||||||||||||||
2015 | 3,750 | ||||||||||||||||
2016 | 5,250 | ||||||||||||||||
2017 | 47,484 | ||||||||||||||||
Thereafter | — | ||||||||||||||||
Total long-term debt | $ | 58,734 | |||||||||||||||
Commitments
Commitments | 12 Months Ended | ||||
Sep. 27, 2013 | |||||
Commitments | ' | ||||
9 | Commitments | ||||
On April 10, 2012, the Company entered into a third lease amendment with its landlord with respect to its headquarters located in Newport Beach, California, effective as of April 4, 2012. Pursuant to the terms of the amendment, a five year option to extend the lease was eliminated and the term of the lease was extended and will expire on December 31, 2019. The Company may, at its option, extend the term an additional four years at fair market rent. The amendment reduced the leased premises from approximately 97,000 square feet to approximately 88,000 square feet beginning January 1, 2013. The amendment provided for the abatement of fixed monthly rent for the period from January 1, 2013 through July 31, 2013. The amendment also provides that the landlord will pay the Company or its contractors approximately $4.5 million for costs incurred by the Company in connection with construction of any alterations in the premises or as a payment against rent due under the lease. Any leasehold improvements the Company makes that are funded by the landlord’s allowances under the new lease will be recorded as leasehold improvement assets and amortized over the shorter of the 93-month lease term or estimated useful life of the asset. Any incentives, such as rent abatement of $1.2 million and landlord contribution of $4.5 million have been recorded as deferred rent and are being amortized as reductions to lease expense over the 93-month lease term. | |||||
The Company leases its other facilities and certain equipment under non-cancelable operating leases. The leases expire at various dates through fiscal 2019 and contain various provisions for rental adjustments including, in certain cases, adjustments based on increases in the Consumer Price Index. The leases generally contain renewal provisions for varying periods of time. | |||||
As of September 27, 2013, the Company’s minimum future obligations under operating leases were as follows: | |||||
Fiscal Year | (in thousands) | ||||
2014 | $ | 4,813 | |||
2015 | 3,703 | ||||
2016 | 2,923 | ||||
2017 | 2,696 | ||||
2018 | 2,758 | ||||
Thereafter | 695 | ||||
Total minimum future lease payments | $ | 17,588 | |||
Rent expense was $4.9 million, $5.1 million and $4.0 million for the fiscal years ended September 27, 2013, September 28, 2012 and September 30, 2011, respectively. | |||||
Purchase obligations are comprised of commitments to purchase design tools and software for use in product development, which will be spent through fiscal 2015. Amounts due under purchase obligations as of September 27, 2013 were approximately as follows: | |||||
Fiscal Year | (in thousands) | ||||
2014 | $ | 6,018 | |||
2015 | 1,829 | ||||
Total | $ | 7,847 | |||
Contingencies
Contingencies | 12 Months Ended | |
Sep. 27, 2013 | ||
Contingencies | ' | |
10 | Contingencies | |
Between November 7 and November 20, 2013, eleven purported class action lawsuits were filed on behalf of the Company’s shareholders against various defendants including Mindspeed, its directors, MACOM, Acquisition Sub, and unnamed “John Doe” defendants in connection with the proposed merger. Those cases are captioned Marchese v. Mindspeed Technologies, Inc., et al., Case No. 30-2013-00686181-CU-BT-CXC (Cal. Super. Ct., Orange Cnty., Nov. 7, 2013) (“Marchese Action”); Iacobellis v. Decker, et al., Case No. 30-2013-00686796-CU-SL-CXC (Cal. Super. Ct., Orange Cnty., Nov. 7, 2013); Pogal v. Mindspeed Technologies, Inc., et al., Case No. 9076-VCN (Del. Ch. Ct. Nov. 12, 2013); Hoffman v. Mindspeed Technologies, Inc., et al., Case No. 30-2013-00687029-CU-SL-CXC (Cal. Super. Ct., Orange Cnty., Nov. 12, 2013); Swain v. Mindspeed Technologies, Inc., et al., Case No. 30-2013-00687498-CU-SL-CXC (Cal. Super. Ct., Orange Cnty., Nov. 12, 2013); Miller v. Mindspeed Technologies, Inc., et al., Case No. 30-2013-00687951-CU-BT-CXC (Cal. Super. Ct., Orange Cnty., Nov. 13, 2013); Durand v. Decker, et. al., Case No. 9080 (Del. Ch. Ct. Nov. 14, 2013); Tassa v. Mindspeed Technologies, Inc., et al., Case No. 9096 (Del. Ch. Ct. Nov. 15, 2013); Feuerstein v. Mindspeed Technologies, Inc., et al., Case No. 9101 (Del. Ch. Ct. Nov. 18, 2013); Hoffman v. Mindspeed Technologies, Inc., et al., Case No. 9105 (Del. Ch. Ct. Nov. 19, 2013) (“Hoffman Action”); and Vinciguerra v. Mindspeed Technologies, Inc., et al., Case No. 9107 (Del. Ch. Ct. Nov. 20, 2013). The complaints allege, generally, that the Company’s director defendants breached their fiduciary duties to the Company’s shareholders, and that the other defendants aided and abetted such breaches, by seeking to sell the Company through an allegedly defective process, for an unfair price, and on unfair terms. The lawsuits seek, among other things, equitable relief that would enjoin the consummation of the proposed merger, rescission of the proposed merger (to the extent the proposed merger has already been consummated), damages, and attorneys’ fees and costs. | ||
On November 22, 2013, an amended complaint was filed in the Hoffman Action in the Delaware Court of Chancery. The amended complaint includes similar allegations to the original complaint, along with claims that the Company’s solicitation/recommendation statement included misstatements or omissions of material facts. On November 25, 2013, a motion for preliminary injunction was filed in the Delaware Court of Chancery for the Hoffman Action. On December 3, 2013, all of the complaints filed in the Delaware Court of Chancery were consolidated (Delaware Actions). On December 4, 2013, the Delaware Court of Chancery set a schedule for the briefing of the preliminary injunction motion in the Delaware Actions and a hearing was scheduled for December 11, 2013. | ||
On December 6, 2013, plaintiffs in the Delaware Actions filed their brief in support of a motion to enjoin the proposed merger. The defendants, including the Company, believe that all of the lawsuits are without merit and specifically deny the allegations made in the lawsuits and maintain that they have committed no wrongdoing whatsoever, to permit the timely consummation of the merger. Without admitting the validity of any allegations made in the lawsuits, the defendants have concluded that it is desirable that the Delaware Actions be resolved. On December 9, 2013, the parties in the Delaware Actions entered into a memorandum of understanding to settle the Delaware Actions and to resolve all allegations which were brought or could have been brought by the purported class of Mindspeed shareholder plaintiffs. The proposed settlement, which is subject to confirmatory discovery and court approval, provides for the release of all claims against the defendants relating to the proposed merger. There can be no assurance that the settlement will be finalized or that the Delaware Court of Chancery will approve the settlement. In exchange for the releases, the Company agreed to provide additional supplemental disclosures to the solicitation/recommendation statement. The motion for a preliminary injunction was withdrawn and the hearing vacated in the Delaware Actions. | ||
On November 27, 2013, the defendants and the plaintiffs in each of five actions filed in the California Superior Court for Orange County signed a stipulation to consolidate the actions into the Marchese Action. On December 5, 2013, an amended complaint was filed in the Marchese Action. The amended complaint includes similar allegations to the original complaint along with claims that the statement included misstatements or omissions of material facts. On December 5, 2013, plaintiffs filed an ex parte application for an order shortening time in which to bring a motion for expedited discovery, which was denied on December 6, 2013. The Company intends to vigorously defend against these claims. The outcome of this litigation cannot be predicted at this time and any outcome in favor of the plaintiffs could have a significant adverse effect on the tender offer and merger, the Company’s financial condition and its results of operations. | ||
In January 2013, Clark Leips, a purported shareholder of the Company, filed a lawsuit against the Company and its board of directors in the United States District Court for the District of Delaware alleging, among other things, that the compensation and management development committee of the board of directors breached its fiduciary duties in each of calendar years 2009, 2010, 2011 and 2012 by approving equity incentive grants for the Company’s chief executive officer that exceeded the respective sub-limitations under Section 5 of the Company’s 2003 long-term incentives plan for grants to a single participant in any calendar year. Plaintiff also alleged that the disclosures in the proxy statement for the Company’s 2013 annual meeting of stockholders were inadequate. The plaintiff seeks, among other things, damages, rescission of the excess grants, disgorgement and attorney’s fees. Plaintiff filed a motion to enjoin the Company’s 2013 annual meeting of stockholders until the Company issued additional disclosures to supplement the proxy statement. On January 22, 2013, the Company filed a supplement to the proxy statement. The motion for an injunction was then withdrawn by the plaintiff. The Company and its board of directors have moved to dismiss the complaint. Pursuant to Delaware law, upon the closing of the merger, plaintiff’s standing to bring this derivative lawsuit, if the plaintiff had standing in the first instance, which is contested, will be extinguished. Management does not believe the resolution of this matter will result in a material adverse impact on the Company’s financial position, results of operations or cash flows. | ||
In addition, various lawsuits, claims and proceedings have been or may be instituted or asserted against the Company, including those pertaining to product liability, intellectual property, environmental, safety and health and employment matters. As is common in the industry, the Company currently has in effect a number of agreements in which it has agreed to defend, indemnify and hold harmless certain of its suppliers and customers from damages and costs which may arise from the infringement by the Company’s products of third-party patents, trademarks or other proprietary rights. The Company has never incurred significant costs to defend lawsuits or settle claims related to these indemnification agreements. | ||
The outcome of litigation cannot be predicted with certainty and some lawsuits, claims or proceedings may be determined unfavorably against the Company. Many intellectual property disputes have a risk of injunctive relief, and there can be no assurance that the Company will be able to license a third party’s intellectual property. Injunctive relief could have a material effect on the financial condition or results of operations of the Company. Unless specifically noted above, during the periods presented, we have not: recorded any accrual for loss contingencies associated with the legal proceedings described above; determined that an unfavorable outcome is probable or reasonably possible; or determined that the amount or range of any possible loss is reasonably estimable. Based on its evaluation of matters which are pending or asserted, while there can be no assurance, management of the Company believes the disposition of such matters will not have a material effect on the financial condition or results of operations of the Company. |
Guarantees
Guarantees | 12 Months Ended | |
Sep. 27, 2013 | ||
Guarantees | ' | |
11 | Guarantees | |
The Company has made guarantees and indemnities, under which it may be required to make payments to a guaranteed or indemnified party, in relation to certain transactions. In connection with the Distribution, the Company generally assumed responsibility for all contingent liabilities and then-current and future litigation against Conexant or its subsidiaries related to Mindspeed. In connection with the sales of its products, the Company provides intellectual property indemnities to its customers. In connection with certain facility leases, the Company has indemnified its lessors for certain claims arising from the facility or the lease. The Company indemnifies its directors and officers to the maximum extent permitted under the laws of the State of Delaware. The duration of the guarantees and indemnities varies, and in many cases is indefinite. The guarantees and indemnities to customers in connection with product sales generally are subject to limits based upon the amount of the related product sales. Some customer guarantees and indemnities, and the majority of other guarantees and indemnities, do not provide for any limitation of the maximum potential future payments the Company could be obligated to make. The Company has not recorded any liability for these guarantees and indemnities in the accompanying consolidated balance sheets. |
Capital_Stock
Capital Stock | 12 Months Ended | |
Sep. 27, 2013 | ||
Capital Stock | ' | |
12 | Capital Stock | |
The Company’s authorized capital consists of 100.0 million shares of common stock, par value $0.01 per share, and 25.0 million shares of preferred stock, par value $0.01 per share, of which 2.5 million shares are designated as Series A Junior Participating Preferred Stock (Series A Junior Preferred Stock) and 3.5 million shares are designated as Series B Junior Participating Preferred Stock (Series B Junior Preferred Stock). | ||
The Company had a preferred share purchase rights plan to protect stockholders’ rights in the event of a proposed takeover of the Company. Pursuant to the preferred share purchase right (a Right) attached to each share of common stock, the holder could, in certain takeover-related circumstances, become entitled to purchase from the Company 5/100th of a share of Series A Junior Preferred Stock at a price of $20, subject to adjustment. The Rights expired on June 26, 2013. | ||
The Company also has a Section 382 Rights Agreement intended to protect the Company’s net operating loss carryforwards (NOLs) to reduce potential future federal income tax obligations. However, if the Company were to experience an “Ownership Change,” as defined in Section 382 of the Internal Revenue Code, its ability to use the NOLs will be significantly limited, and the timing of the usage of the NOLs could be significantly limited, which could therefore significantly impair the value of that asset. Pursuant to each preferred share purchase right under the Section 382 Rights Agreement, as amended, attached to each share of common stock, the holder may, upon an “Ownership Change” and subject to certain other conditions, become entitled to purchase from the Company a unit consisting of 1/100th of a share of Series B Junior Preferred Stock at a price of $15 per unit, subject to adjustment. Each unit of Series B Junior Preferred Stock has a minimum preferential quarterly dividend of $0.01 per unit (or any higher per share dividend declared on the common stock), a liquidation preference equal to $1.00 per unit and the per share amount paid in respect of each share of common stock and the right to one vote, voting together with common stock. The preferred share purchase rights under the Section 382 Rights Agreement, as amended, expire on February 28, 2015, unless earlier redeemed or exchanged, or Section 382 of the Internal Revenue Code is repealed. | ||
Warrants | ||
In the Distribution, Mindspeed issued to Conexant a warrant to purchase six million shares of Mindspeed common stock at a price of $17.04 per share. The $89.0 million fair value of the warrant (estimated by management at the time of the Distribution using the Black-Scholes option-pricing model) was recorded as a return of capital to Conexant. On June 27, 2013, the outstanding warrant to acquire approximately 6.3 million shares of the Company’s common stock at a price of $16.25 per share expired unexercised. |
StockBased_Compensation
Stock-Based Compensation | 12 Months Ended | ||||||||||||||||||
Sep. 27, 2013 | |||||||||||||||||||
Stock-Based Compensation | ' | ||||||||||||||||||
13 | Stock-Based Compensation | ||||||||||||||||||
ASC 718 requires that the Company account for all stock-based compensation transactions using a fair-value method and recognize the fair value of each award as an expense over the service period. The fair value of restricted stock awards is based upon the market price of the Company’s common stock at the grant date. The Company estimates the fair value of stock option awards, as of the grant date, using the Black-Scholes option-pricing model. The fair value of each award is recognized on a straight-line basis over the vesting or service period. | |||||||||||||||||||
Stock-based compensation awards generally vest over time and require continued service to the Company and, in some cases, require the achievement of specified performance conditions. The amount of compensation expense recognized is based upon the number of equity awards that are ultimately expected to vest. The Company estimates forfeiture rates of 10% to 12.5% depending on the characteristics of the award. | |||||||||||||||||||
As a result of the Company’s history of operating losses and of the uncertainty regarding future operating results, no income tax benefits have been recognized for any U.S. federal and state operating losses — including those related to stock-based compensation expense. The Company does not expect to recognize any income tax benefits relating to its operating losses until it determines that such tax benefits are more likely than not to be realized. | |||||||||||||||||||
The fair value of stock options awarded was estimated at the date of grant using the Black-Scholes option-pricing model. The following table summarizes the weighted-average assumptions used and the resulting fair value of options granted: | |||||||||||||||||||
Year Ended | |||||||||||||||||||
September 27, | September 28, | September 30, | |||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||||
Weighted-average assumptions: | |||||||||||||||||||
Expected option life | 5.0 years | 2.7 years | 2.9 years | ||||||||||||||||
Risk-free interest rate | 0.9 | % | 0.3 | % | 0.8 | % | |||||||||||||
Expected volatility | 84 | % | 65 | % | 97 | % | |||||||||||||
Dividend yield | — | — | — | ||||||||||||||||
Weighted-average grant date fair value per share | $ | 2.82 | $ | 2.49 | $ | 4.51 | |||||||||||||
The expected option life was estimated at issuance based upon historical experience and management’s expectation of exercise behavior. The expected volatility of the Company’s stock price is based upon the historical daily changes in the price of the Company’s common stock. The risk-free interest rate is based upon the current yield on U.S. Treasury securities having a term similar to the expected option life. Dividend yield is estimated at zero because the Company does not anticipate paying dividends in the foreseeable future. | |||||||||||||||||||
The fair value of employee stock purchase plan rights was estimated at the offering date using the Black-Scholes option-pricing model. The following table summarizes the weighted-average assumptions used and the resulting fair value of plan rights offered: | |||||||||||||||||||
Year Ended | |||||||||||||||||||
September 27, | September 28, | September 30, | |||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||||
Weighted-average assumptions: | |||||||||||||||||||
Expected life | 0.5 years | 0.5 years | 0.5 years | ||||||||||||||||
Risk-free interest rate | 0.1 | % | 0.1 | % | 0.2 | % | |||||||||||||
Expected volatility | 62 | % | 59 | % | 61 | % | |||||||||||||
Dividend yield | — | — | — | ||||||||||||||||
Weighted-average grant date fair value per share | $ | 1.3 | $ | 1.38 | $ | 2.65 | |||||||||||||
The expected life of the employee stock purchase plan rights was based upon the length of the offering periods. The risk-free interest rate was based upon the current yield on U.S. Treasury securities having a term similar to the expected life. The expected volatility was based upon the historical daily changes in the price of the Company’s common stock. Dividend yield is estimated at zero because the Company does not anticipate paying dividends in the foreseeable future. | |||||||||||||||||||
Stock-based compensation expense related to employee stock options and restricted stock under ASC 718 was allocated as follows: | |||||||||||||||||||
Year Ended | |||||||||||||||||||
September 27, | September 28, | September 30, | |||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||||
(in thousands) | |||||||||||||||||||
Cost of goods sold | 198 | 138 | 228 | ||||||||||||||||
Research and development | 3,409 | 3,631 | 1,728 | ||||||||||||||||
Selling, general and administrative | 8,124 | 6,736 | 3,963 | ||||||||||||||||
Total stock-based compensation | $ | 11,731 | $ | 10,505 | $ | 5,919 | |||||||||||||
Stock Compensation Plans | |||||||||||||||||||
Prior to February 12, 2013, the Company had three principal stock-based incentive plans: the 2003 Long-Term Incentives Plan, the Directors Stock Plan and the Inducement Incentive Plan. The 2003 Long-Term Incentives Plan provided for the grant of stock options, unrestricted stock, restricted stock, restricted stock units and other stock-based awards to officers and employees of the Company. The Directors Stock Plan provided for the grant of stock options, restricted stock units and other stock-based awards to the Company’s non-employee directors. The Inducement Incentive Plan had 500,000 shares of common stock, which could be issued to provide a material inducement for the best available employees to join the Company; to attract and retain such employees; and to align the interests of such persons with the interests of the Company’s stockholders. | |||||||||||||||||||
The Company also had a 2003 Stock Option Plan, under which stock options were issued in connection with the Distribution. In the Distribution, each holder of a Conexant stock option (other than options held by persons in certain foreign locations) received an option to purchase a number of shares of Mindspeed common stock. The number of shares subject to, and the exercise prices of, the outstanding Conexant options and the Mindspeed options were adjusted so that the aggregate intrinsic value of the options was equal to the intrinsic value of the Conexant option immediately prior to the Distribution and the ratio of the exercise price per share to the market value per share of each option was the same immediately before and after the Distribution. As a result of such option adjustments, Mindspeed issued options to purchase an aggregate of approximately six million shares of its common stock to holders of Conexant stock options (including Mindspeed employees) under the 2003 Stock Option Plan. There were no shares available for new stock option awards under the 2003 Stock Option Plan. | |||||||||||||||||||
On February 12, 2013, the Company’s stockholders approved an equity incentive plan that replaces the Company’s prior plans and provides for the grant of stock options, restricted stock, stock bonuses, restricted stock units, restricted stock awards, performance shares, performance units and other stock-awards to employees and non-employee directors. In addition to the equity incentive plan, inducement grants are occasionally made to new employees of the Company. The fair value of stock-based awards are estimated on the date of grant and recognized as an expense ratably over the requisite service period. | |||||||||||||||||||
At the Company’s annual meeting of stockholders held on March 10, 2010, the Company’s stockholders approved an employee stock purchase plan and the reservation of 500,000 shares for issuance under the plan. In January 2012, the stockholders of the Company approved an amendment to the Company’s employee stock purchase plan, which included an increase of 800,000 in the authorized number of shares reserved for issuance under such plan. The purpose of the employee stock purchase plan is to provide eligible employees with the opportunity to purchase shares of the Company’s common stock through payroll deductions at a discount from the then current market price. The purchase price per share at which common stock is purchased on the participant’s behalf for each offering period is equal to the lower of: (i) 85% of the fair market value per share of common stock on the date of commencement of such offering period; and (ii) 85% of the fair market value per share of common stock on the last day of such offering period. Under the plan, eligible employees may authorize payroll deductions of up to 10% of eligible compensation for the purchase of common stock during each semi-annual purchase period. The employee stock purchase plan, and the right of participants to make purchases thereunder, is intended to qualify under the provisions of Sections 421 and 423 of the Internal Revenue Code. The seventh offering period under this plan began during the third quarter of fiscal 2013 and will end in the first quarter of fiscal 2014. | |||||||||||||||||||
From time to time, the Company may issue, and has previously issued stock based awards outside of these plans pursuant to stand-alone agreements and in accordance with NASDAQ Listing Rule 5635(c). | |||||||||||||||||||
The following table summarizes stock option activity under all plans: | |||||||||||||||||||
Number of | Weighted- | Weighted- | Aggregate | ||||||||||||||||
Shares | Average | Average | Intrinsic Value | ||||||||||||||||
Exercise | Remaining | ||||||||||||||||||
Price | Contractual | ||||||||||||||||||
Term | |||||||||||||||||||
(in thousands) | (in thousands) | ||||||||||||||||||
Outstanding at October 1, 2010 | 2,900 | $ | 6.41 | 4.8 years | $ | 8,515 | |||||||||||||
Exercisable at October 1, 2010 | 1,509 | $ | 9 | 3.2 years | $ | 2,666 | |||||||||||||
Granted | 871 | 7.58 | |||||||||||||||||
Exercised | (461 | ) | 2.97 | $ | 2,217 | ||||||||||||||
Forfeited or expired | (722 | ) | 8.18 | ||||||||||||||||
Outstanding at September 30, 2011 | 2,588 | $ | 6.93 | 5.4 years | $ | 2,624 | |||||||||||||
Exercisable at September 30, 2011 | 1,309 | $ | 7.69 | 3.6 years | $ | 1,654 | |||||||||||||
Granted | 489 | 6.06 | |||||||||||||||||
Exercised | (282 | ) | 2.48 | $ | 994 | ||||||||||||||
Forfeited or expired | (420 | ) | 10.16 | ||||||||||||||||
Outstanding at September 28, 2012 | 2,375 | $ | 6.71 | 5.1 years | $ | 648 | |||||||||||||
Exercisable at September 28, 2012 | 1,460 | $ | 6.63 | 3.9 years | $ | 508 | |||||||||||||
Granted | 40 | 4.29 | |||||||||||||||||
Exercised | (157 | ) | 2.08 | $ | 294 | ||||||||||||||
Forfeited or expired | (311 | ) | 9.34 | ||||||||||||||||
Outstanding at September 27, 2013 | 1,947 | $ | 6.61 | 4.8 years | $ | 313 | |||||||||||||
Vested and expected to vest after September 27, 2013 | 1,903 | $ | 6.62 | 4.7 years | $ | 312 | |||||||||||||
Exercisable at September 27, 2013 | 1,506 | $ | 6.61 | 4.3 years | $ | 303 | |||||||||||||
Vesting Condition | Remaining | Remaining | |||||||||||||||||
Unrecognized | Years | ||||||||||||||||||
Compensation | to Vest | ||||||||||||||||||
Cost | |||||||||||||||||||
(in thousands) | |||||||||||||||||||
Service-based | $ | 1,258 | 0.8 | ||||||||||||||||
The following table summarizes all options to purchase Mindspeed common stock outstanding at September 27, 2013: | |||||||||||||||||||
Outstanding | Exercisable | ||||||||||||||||||
Range of Exercise Prices | Number of | Average | Weighted- | Number of | Weighted- | ||||||||||||||
Shares | Remaining | Average | Shares | Average | |||||||||||||||
Contractual | Exercise | Exercise | |||||||||||||||||
Life (Years) | Price | Price | |||||||||||||||||
(in thousands) | (in thousands) | ||||||||||||||||||
$0.85 - $3.50 | 317 | 4.1 | $ | 2.14 | 288 | $ | 2.08 | ||||||||||||
3.71 - 5.96 | 322 | 4.2 | 4.28 | 285 | 4.2 | ||||||||||||||
6.24 - 6.28 | 397 | 6.3 | 6.28 | 200 | 6.28 | ||||||||||||||
6.34 - 8.28 | 398 | 4.7 | 6.98 | 325 | 6.98 | ||||||||||||||
8.31 - 9.73 | 349 | 5.7 | 8.69 | 245 | 8.71 | ||||||||||||||
10.00 - 45.00 | 164 | 1.7 | 15.28 | 163 | 15.32 | ||||||||||||||
0.85 - 45.00 | 1,947 | 4.8 | $ | 6.61 | 1,506 | $ | 6.61 | ||||||||||||
Stock Awards | |||||||||||||||||||
The Company’s stock incentive plans also provide for awards of restricted and unrestricted shares of common stock and other stock-based incentive awards and from time to time the Company has used stock awards for incentive or retention purposes. | |||||||||||||||||||
Restricted stock awards have time-based vesting and/or performance conditions and are generally subject to forfeiture if employment terminates prior to the end of the service period or if the prescribed performance criteria are not met. Restricted stock awards are valued at the grant date based upon the market price of the Company’s common stock and the fair value of each award is charged to expense over the service period. Many of the Company’s restricted stock awards are intended to provide performance emphasis and incentive compensation through vesting tied to each employee’s performance against individual goals, as well as to improvements in the Company’s operating performance. The actual amounts of expense will depend on the number of awards that ultimately vest upon the satisfaction of the related performance and service conditions. | |||||||||||||||||||
The fair value of each stock award is charged to expense over the service period. The following table summarizes restricted stock award activity: | |||||||||||||||||||
Number | Weighted- | Fair Value | |||||||||||||||||
of Shares | Average | of Shares | |||||||||||||||||
Grant Date | Vested | ||||||||||||||||||
Fair Value | |||||||||||||||||||
(in thousands) | (in thousands) | ||||||||||||||||||
Nonvested shares at October 1, 2010 | 680 | $ | 6.64 | ||||||||||||||||
Granted | 1,856 | 7.86 | |||||||||||||||||
Vested | (270 | ) | 5.5 | $ | 1,898 | ||||||||||||||
Forfeited | (211 | ) | 7.35 | ||||||||||||||||
Outstanding at September 30, 2011 | 2,055 | $ | 7.74 | ||||||||||||||||
Granted | 1,770 | 5.78 | |||||||||||||||||
Vested | (850 | ) | 7.58 | $ | 4,005 | ||||||||||||||
Forfeited | (355 | ) | 6.94 | ||||||||||||||||
Outstanding at September 28, 2012 | 2,620 | $ | 6.29 | ||||||||||||||||
Granted | 1,736 | 4.32 | |||||||||||||||||
Vested | (1,572 | ) | 6.24 | $ | 5,633 | ||||||||||||||
Forfeited | (279 | ) | 7.42 | ||||||||||||||||
Outstanding at September 27, 2013 | 2,505 | $ | 5.15 | ||||||||||||||||
Vesting Condition | Remaining | Remaining | |||||||||||||||||
Unrecognized | Years | ||||||||||||||||||
Compensation | to Vest | ||||||||||||||||||
Cost | |||||||||||||||||||
(in thousands) | |||||||||||||||||||
Service-based | $ | 10,079 | 0.9 | ||||||||||||||||
Market-based | 475 | 1.3 | |||||||||||||||||
Stock awards | $ | 10,554 | 0.9 | ||||||||||||||||
Restructuring_Charges
Restructuring Charges | 12 Months Ended | ||||||||||||
Sep. 27, 2013 | |||||||||||||
Restructuring Charges | ' | ||||||||||||
14 | Restructuring Charges | ||||||||||||
The Company has, and may in the future, commit to restructuring plans to help manage its costs or to help implement strategic initiatives, among other reasons. | |||||||||||||
Fourth Quarter of Fiscal 2012 Restructuring Plan – In the fourth quarter of fiscal 2012, the Company committed to the implementation of a restructuring plan, which consisted primarily of a headcount reduction in the Company’s research and development functions and selling, general and administrative functions. The restructuring plan was substantially completed during the fourth quarter of fiscal 2013. The Company made the decision to implement the restructuring in furtherance of its efforts to reduce operating expenses and cash consumption. Approximately $3.3 million in charges related to this plan were incurred since the plan’s inception through fiscal 2013. Of the charges incurred, $3.1 million related to severance costs for affected employees and approximately $210,000 related to contractual obligations on vacated office space. The total cash expenditure for this plan is expected to be approximately $3.3 million. The remaining plan cash expenditures will relate primarily to contractual obligations on vacated office space. | |||||||||||||
Activity and liability balances related to the Company’s fourth quarter of fiscal 2012 restructuring plan through September 27, 2013 were as follows: | |||||||||||||
Workforce | Facilities | Total | |||||||||||
Reductions | |||||||||||||
(in thousands) | |||||||||||||
Charges to costs and expenses | $ | 766 | $ | — | $ | 766 | |||||||
Cash payments | (403 | ) | — | (403 | ) | ||||||||
Non-cash adjustments | 19 | — | 19 | ||||||||||
Restructuring balance, September 28, 2012 | $ | 382 | $ | — | $ | 382 | |||||||
Charges to costs and expenses | 2,285 | 210 | 2,495 | ||||||||||
Cash payments | (2,657 | ) | (72 | ) | (2,729 | ) | |||||||
Non-cash adjustments | — | (6 | ) | (6 | ) | ||||||||
Restructuring balance, September 27, 2013 | $ | 10 | $ | 132 | $ | 142 | |||||||
The remaining accrued restructuring balance represents contractual obligations on vacated office space, which the Company expects to pay through the second quarter of fiscal 2015, the end of the related lease term. | |||||||||||||
Fourth Quarter of Fiscal 2011 Restructuring Plan – In the fourth quarter of fiscal 2011, the Company implemented a restructuring plan, which consisted primarily of a targeted headcount reduction in the selling, general and administrative functions and WAN product line, which is now part of the communications processors product line. The Company incurred $1.2 million of charges related to severance costs for the affected employees. The restructuring plan was substantially completed during the fourth quarter of fiscal 2011. | |||||||||||||
Activity and liability balances related to the Company’s fourth quarter of fiscal 2011 restructuring plan through September 27, 2013 were as follows: | |||||||||||||
Workforce | |||||||||||||
Reductions | |||||||||||||
(in thousands) | |||||||||||||
Charges to costs and expenses | $ | 1,091 | |||||||||||
Cash payments | (189 | ) | |||||||||||
Restructuring balance, September 30, 2011 | $ | 902 | |||||||||||
Charges to costs and expenses | 138 | ||||||||||||
Cash payments | (995 | ) | |||||||||||
Restructuring balance, September 28, 2012 | $ | 45 | |||||||||||
Cash payments | (18 | ) | |||||||||||
Non-cash adjustments | (27 | ) | |||||||||||
Restructuring balance, September 27, 2013 | $ | — | |||||||||||
Employee_Benefit_Plans
Employee Benefit Plans | 12 Months Ended | |
Sep. 27, 2013 | ||
Employee Benefit Plans | ' | |
15 | Employee Benefit Plans | |
The Company sponsors a 401(k) retirement savings plan for its eligible employees. At its discretion, the Company matches a portion of employee contributions and can fund the matching contribution in shares of its common stock or in cash. In fiscal 2013, the Company issued 238,000 shares of its common stock to fund the matching contributions. The Company recognized expenses under the retirement savings plans of $836,000 in fiscal 2013. | ||
In fiscal 2012, the Company issued 40,400 shares of its common stock and contributed $218,000 in cash to fund the matching contributions. The Company recognized expenses under the retirement savings plans of $333,000 in fiscal 2012. In fiscal 2011, the Company contributed $1.2 million in cash, which was used to buy shares of the Company’s common stock to fund the matching contributions. The Company recognized expenses under the retirement savings plans of $1.2 million in fiscal 2011. |
Related_Party_Transactions
Related Party Transactions | 12 Months Ended | |
Sep. 27, 2013 | ||
Related Party Transactions | ' | |
16 | Related Party Transactions | |
In June 2011, the Company entered into an agreement to license certain intellectual property from a related party. The licensor is a related party because one of the Company’s directors also serves as a director of the licensor and one of the Company’s members of management serves on the licensor’s technical advisory board. Pursuant to terms of the license agreement, the Company will pay an aggregate of $6.3 million upon the completion of certain milestones, including the delivery of licensed intellectual property. In addition, the Company is obligated to pay royalties not to exceed an additional $2.2 million for products sold that include the licensed intellectual property. The Company has cumulatively paid $5.6 million, $4.3 million and $875,000 as of September 27, 2013, September 28, 2012 and September 30, 2011, respectively, in related license fees and prepaid royalties and has recorded the payments in intangible assets, net, on its consolidated balance sheet. |
Segment_and_Other_Information
Segment and Other Information | 12 Months Ended | ||||||||||||
Sep. 27, 2013 | |||||||||||||
Segment and Other Information | ' | ||||||||||||
17 | Segment and Other Information | ||||||||||||
The Company operates a single operating segment which designs, develops and sells semiconductor solutions for communications applications in the wireline and wireless network infrastructure equipment, which includes broadband access networks (fixed and mobile), enterprise networks and metropolitan and wide area networks (fixed and mobile), as well as sells related intellectual property. Revenue by product line was as follows: | |||||||||||||
Year Ended | |||||||||||||
September 27, | September 28, | September 30, | |||||||||||
2013 | 2012 | 2011 | |||||||||||
(in thousands) | |||||||||||||
High-performance analog | $ | 66,081 | $ | 64,667 | $ | 59,240 | |||||||
Communications processors | 65,579 | 64,834 | 100,158 | ||||||||||
Wireless infrastructure | 13,741 | 10,914 | 191 | ||||||||||
Intellectual property | 6,000 | 591 | 2,500 | ||||||||||
Net revenue | $ | 151,401 | $ | 141,006 | $ | 162,089 | |||||||
The Company’s high-performance analog products include high-density crosspoint switches, optical drivers, equalization and signal-conditioning solutions that solve difficult switching, timing and synchronization challenges in next-generation optical networking, enterprise storage and broadcast video transmission applications. The Company’s communications processors products include ultra-low-power, multi-core digital signal processor (DSP) system-on-chip (SoC) products for the fixed carrier infrastructure, residential and enterprise platforms and WAN communication products that help optimize today’s circuit-switched networks that furnish much of the Internet’s underlying long-distance infrastructure. The Company’s wireless infrastructure products include ultra-low-power, multi-core DSP SoC products for the mobile (3G/4G) carrier infrastructure, residential, and enterprise platforms. | |||||||||||||
Revenue by geographic area is presented based upon the country of destination. Revenue by geographic area was as follows: | |||||||||||||
Year Ended | |||||||||||||
September 27, | September 28, | September 30, | |||||||||||
2013 | 2012 | 2011 | |||||||||||
(in thousands) | |||||||||||||
United States | $ | 28,384 | $ | 21,156 | $ | 30,355 | |||||||
Other Americas | 4,529 | 2,692 | 3,495 | ||||||||||
Total Americas | 32,913 | 23,848 | 33,850 | ||||||||||
Malaysia | 1,259 | 6,162 | 7,116 | ||||||||||
Singapore | 4,923 | 5,318 | 5,921 | ||||||||||
Taiwan | 13,441 | 17,177 | 11,927 | ||||||||||
China | 51,020 | 49,655 | 60,847 | ||||||||||
Japan | 17,615 | 17,693 | 17,879 | ||||||||||
Other Asia-Pacific | 18,349 | 11,720 | 11,805 | ||||||||||
Total Asia-Pacific | 106,607 | 107,725 | 115,495 | ||||||||||
Europe, Middle East and Africa | 11,881 | 9,433 | 12,744 | ||||||||||
$ | 151,401 | $ | 141,006 | $ | 162,089 | ||||||||
No other foreign country or region represented 10% or more of net revenue for any of the periods presented. The Company believes a substantial portion of the products sold to original equipment manufacturers and third-party manufacturing service providers in the Asia-Pacific region are ultimately shipped to end-markets in the Americas and Europe. | |||||||||||||
Long-lived assets consists of property, plant and equipment. Long-lived assets by geographic area at fiscal year-ends were as follows: | |||||||||||||
September 27, | September 28, | ||||||||||||
2013 | 2012 | ||||||||||||
(in thousands) | |||||||||||||
United States | $ | 11,362 | $ | 11,346 | |||||||||
Other Americas | 251 | 342 | |||||||||||
Europe, Middle East and Africa | 2,874 | 2,873 | |||||||||||
Asia-Pacific | 1,134 | 1,470 | |||||||||||
$ | 15,621 | $ | 16,031 | ||||||||||
Quarterly_Financial_Data
Quarterly Financial Data | 12 Months Ended | ||||||||||||||||||||||||||||||
Sep. 27, 2013 | |||||||||||||||||||||||||||||||
Quarterly Financial Data | ' | ||||||||||||||||||||||||||||||
18 | Quarterly Financial Data (unaudited) | ||||||||||||||||||||||||||||||
Total Net | Gross | Operating | (Loss)/ | Net | Share | ||||||||||||||||||||||||||
(Loss)/ | Income | (Loss)/ | |||||||||||||||||||||||||||||
Before | |||||||||||||||||||||||||||||||
Income | |||||||||||||||||||||||||||||||
Revenue | Margin | Income | Taxes | Income | Basic | Diluted | |||||||||||||||||||||||||
(in thousands, except per share amounts) | |||||||||||||||||||||||||||||||
Fiscal Year Ended September 27, 2013 | |||||||||||||||||||||||||||||||
Fourth quarter | $ | 36,043 | $ | 1,098 | $ | (50,874 | ) | $ | (51,665 | ) | $ | (51,770 | ) | -1 | $ | (1.26 | ) | $ | (1.26 | ) | |||||||||||
Third quarter | 35,579 | 21,803 | (3,492 | ) | 1,656 | 1,599 | -2 | 0.04 | 0.04 | ||||||||||||||||||||||
Second quarter | 35,385 | 18,770 | (39,339 | ) | (39,900 | ) | (40,054 | ) | -3 | (1.00 | ) | (1.00 | ) | ||||||||||||||||||
First quarter | 44,394 | 29,300 | 2,521 | 1,148 | 1,077 | 0.03 | 0.03 | ||||||||||||||||||||||||
Fiscal Year Ended September 28, 2012 | |||||||||||||||||||||||||||||||
Fourth quarter | $ | 36,264 | $ | 21,011 | $ | (6,113 | ) | $ | (6,092 | ) | $ | (6,064 | ) | $ | (0.15 | ) | $ | (0.15 | ) | ||||||||||||
Third quarter | 35,451 | 17,265 | (13,208 | ) | (6,689 | ) | (6,854 | ) | -4 | (0.18 | ) | (0.18 | ) | ||||||||||||||||||
Second quarter | 35,359 | 20,520 | (13,839 | ) | (14,101 | ) | (14,235 | ) | -5 | (0.39 | ) | (0.39 | ) | ||||||||||||||||||
First quarter | 33,932 | 19,713 | (5,425 | ) | (5,510 | ) | (5,598 | ) | (0.17 | ) | (0.17 | ) | |||||||||||||||||||
-1 | Includes a goodwill impairment charge of $26.6 million and asset impairment charges of $22.3 million primarily related to the Company’s wireless infrastructure reporting unit. | ||||||||||||||||||||||||||||||
-2 | Includes $6.4 million of other income resulting from the picoChip settlement agreement. | ||||||||||||||||||||||||||||||
-3 | Includes a goodwill impairment charge of $30.5 million relating to the Company’s wireless infrastructure reporting unit. | ||||||||||||||||||||||||||||||
-4 | Includes asset impairment charges of $3.4 million and other income of $7.3 million related to the revaluation of contingent consideration. | ||||||||||||||||||||||||||||||
-5 | Includes restructuring charges of $1.3 million. Also includes acquisition-related costs of $2.3 million and integration costs of $1.8 million related to the acquisition and transition of picoChip to a wholly owned subsidiary of the Company. |
Subsequent_Events
Subsequent Events | 12 Months Ended | |
Sep. 27, 2013 | ||
Subsequent Events | ' | |
19 | Subsequent Events | |
On November 5, 2013, the Company entered into an agreement and plan of merger with M/A-COM Technology Solutions Holdings, Inc., or MACOM, and Micro Merger Sub, Inc., a wholly owned subsidiary of MACOM, or Acquisition Sub. Under and subject to the terms of the merger agreement, Acquisition Sub has commenced a cash tender offer to acquire all of the Company’s shares of common stock for a purchase price of $5.05 per share, net to the holder thereof in cash without interest. | ||
The consummation of the tender offer will be conditioned on: (i) at least a majority of all outstanding shares of the Company’s common stock (assuming conversion or exercise of all derivative securities convertible or exercisable immediately prior to the expiration date of the tender offer, including all convertible senior notes and all vested stock options, regardless of the conversion or exercise price) having been validly tendered into (and not withdrawn from) the tender offer prior to the expiration date of the tender offer and (ii) other customary conditions. The tender offer is not subject to a financing condition. | ||
Following the consummation of the tender offer, subject to customary conditions, Acquisition Sub will be merged with and into the Company and will become a wholly owned subsidiary of MACOM, pursuant to the procedure provided for under Section 251(h) of the Delaware General Corporation Law without any additional stockholder approvals. In the merger, each outstanding share of the Company’s common stock (other than shares of its common stock owned by MACOM, Acquisition Sub or the Company, or any of their respective wholly owned subsidiaries, or shares of the Company’s common stock with respect to which appraisal rights are properly exercised under Delaware law) will be converted into the right to receive an amount in cash equal to the offer price, without interest. | ||
At the effective time of the merger agreement, each option to purchase shares of the Company’s common stock that is outstanding immediately prior to the effective time of the merger (whether vested or unvested), will be assumed by MACOM. Each option so assumed will continue to have the same terms and conditions under which it was granted, except that each such assumed option will be exercisable for an adjusted number of shares of MACOM’s common stock at an adjusted exercise price. Additionally, at the effective time of the merger, each stock-based award that is outstanding immediately prior to the effective time of the merger will be assumed by MACOM. Each stock-based award so assumed will continue to have the same terms and conditions under which it was granted, except that each such assumed award will be converted into the right to acquire or receive an adjusted number of shares of MACOM’s common stock. Finally, at the effective time of the merger, the Company’s equity plans other than its employee stock purchase plan will be assumed by MACOM, with the result that all of the Company’s obligations under such equity plans, including with respect to awards outstanding at the effective time of the merger thereunder, will be obligations of MACOM following the effective time of the merger. | ||
The merger agreement contains customary representations, warranties and covenants of the parties. In addition, under the terms of the merger agreement, the Company has agreed not to solicit or otherwise facilitate any alternative acquisition proposals, subject to customary exceptions that permit it to respond to any unsolicited acquisition proposal, provided that the Company’s board of directors has determined in good faith that the failure to do so would reasonably be expected to result in a breach of its fiduciary duties, and the Company has complied with certain notice requirements. The Company is also permitted to change its recommendation in favor of the tender offer or to terminate the merger agreement in order to accept an unsolicited Superior Offer (subject to giving MACOM four business days’ notice of its intention to do so and, among other things, making available the Company’s representatives to discuss and negotiate with MACOM in good faith any amendments MACOM desires to make to its proposal), provided that the Company’s board of directors has determined in good faith that the failure to do so would reasonably be expected to result in a breach of its fiduciary duties. If the Company terminates the merger agreement under such circumstances, it must pay MACOM, concurrently with such termination, a termination fee of $9.5 million. In addition, this termination fee is payable to MACOM under other specified circumstances. |
Schedule_II_Valuation_and_Qual
Schedule II Valuation and Qualifying Accounts | 12 Months Ended | ||||||||||||||||
Sep. 27, 2013 | |||||||||||||||||
Schedule II Valuation and Qualifying Accounts | ' | ||||||||||||||||
SCHEDULE II | |||||||||||||||||
VALUATION AND QUALIFYING ACCOUNTS | |||||||||||||||||
Description | Balance at | Additions / | Deductions(1) | Balance at | |||||||||||||
Beginning of | (Adjustments) | End of | |||||||||||||||
Year | Charged to | Year | |||||||||||||||
Costs and | |||||||||||||||||
Expenses | |||||||||||||||||
(in thousands) | |||||||||||||||||
Year ended September 27, 2013: | |||||||||||||||||
Allowance for doubtful accounts | $ | 356 | $ | (85 | ) | $ | (100 | ) | $ | 171 | |||||||
Reserve for sales returns and allowances | 1,061 | 713 | (332 | ) | 1,442 | ||||||||||||
Year ended September 28, 2012: | |||||||||||||||||
Allowance for doubtful accounts | $ | 376 | $ | 166 | $ | (186 | ) | $ | 356 | ||||||||
Reserve for sales returns and allowances | 1,276 | 244 | (459 | ) | 1,061 | ||||||||||||
Year ended September 30, 2011: | |||||||||||||||||
Allowance for doubtful accounts | $ | 189 | $ | 187 | $ | — | $ | 376 | |||||||||
Reserve for sales returns and allowances | 1,240 | 163 | (127 | ) | 1,276 | ||||||||||||
-1 | Deductions in the allowance for doubtful accounts reflect amounts written off. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Sep. 27, 2013 | |
Basis of Presentation | ' |
Basis of Presentation — The consolidated financial statements, prepared in accordance with generally accepted accounting principles in the United States of America, include the accounts of Mindspeed and each of its subsidiaries. All intercompany accounts and transactions among Mindspeed and its subsidiaries have been eliminated in consolidation. | |
The Company has experienced significant net losses in fiscal 2013, fiscal 2012 and fiscal 2011. The positive cash flow from operating activities for fiscal 2013 may not be reflective of future expectations due to certain significant nonrecurring items, including the picoChip settlement arrangement and the completion of the fourth quarter of fiscal 2012 restructuring plan. On November 5, 2013, the Company entered into an agreement and plan of merger with M/A-COM Technology Solutions Holdings, Inc. (MACOM), and Micro Merger Sub, Inc., a wholly owned subsidiary of MACOM (Acquisition Sub). Under and subject to the terms of the merger agreement, Acquisition Sub commenced a cash tender offer to acquire all of the Company’s shares of common stock for a purchase price of $5.05 per share, net to the holder thereof in cash without interest. If the cash tender offer is completed, the Company expects that Acquisition Sub will be merged with and into the Company, and the Company will become a wholly owned subsidiary of MACOM. See Note 19 for further discussion on the merger agreement. If the cash tender offer is not completed, the Company will be required to implement additional restructuring plans in fiscal 2014 and other cost reduction actions in order for the Company’s principal sources of liquidity to be sufficient to fund its operations, anticipated capital expenditures, working capital and other financing requirements, including principal and interest payments on debt obligations, for at least the next 12 months. The Company’s principal sources of liquidity consist of its cash and cash equivalents balance, cash expected to be generated from operations and amounts available under the Company’s revolving credit facility. | |
Fiscal Periods | ' |
Fiscal Periods — The Company maintains a fifty-two/fifty-three week fiscal year ending on the Friday closest to September 30. Fiscal year 2013 comprised 52 weeks and ended on September 27, 2013. Fiscal year 2012 comprised 52 weeks and ended on September 28, 2012. Fiscal year 2011 comprised 52 weeks and ended on September 30, 2011. | |
Use of Estimates | ' |
Use of Estimates — The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Among the significant estimates affecting the Company’s consolidated financial statements are those relating to revenue recognition, inventories, allowances for doubtful accounts, goodwill and purchased intangible asset valuations, impairment of long-lived assets, stock-based compensation and income taxes. Management regularly evaluates its estimates and assumptions based upon historical experience and various other factors that the Company believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. To the extent actual results differ from those estimates, the Company’s future results of operations may be affected. | |
Revenue Recognition | ' |
Revenue Recognition — The Company generates revenue from direct product sales, sales to distributors, maintenance contracts and the sale and license of intellectual property. The Company recognizes revenue when the following fundamental criteria are met: (i) persuasive evidence of an arrangement exists; (ii) delivery has occurred; (iii) the price to the customer is fixed or determinable; and (iv) collection of the sales price is reasonably assured. In instances where final acceptance of the product, system or solution is specified by the customer, revenue is deferred until all acceptance criteria have been met. | |
Revenue is recognized on products shipped directly to customers at the time the products are shipped and title and risk of loss transfer to the customer, in accordance with the terms specified in the arrangement, and the four above mentioned revenue recognition criteria are met. | |
Revenue is recognized on sales to distributors based on the rights granted to these distributors in the distribution agreements. The Company has certain distributors who have been granted return rights and receive credits for changes in selling prices to end customers, the magnitude of which is not known at the time products are shipped to the distributor. The return rights granted to these distributors consist of limited stock rotation rights, which allow them to rotate up to 10% of the products in their inventory twice a year, as well as certain product return rights if the applicable distribution agreement is terminated. These distributors also receive price concessions because they resell the Company’s products to end customers at various negotiated price points which vary by end customer, product, quantity, geography and competitive pricing environments. When a distributor’s resale is priced at a discount from the distributor’s invoice price, the Company credits back to the distributor a portion of the distributor’s original purchase price after the resale transaction is complete. Thus, a portion of the “Deferred income on sales to distributors” balance will be credited back to the distributor in the future. Under these agreements, recognition of revenue is deferred until the products are resold by the distributor, at which time the Company’s final net sales price is fixed and the distributor’s right to return the products expires. At the time of shipment to these distributors: (i) a trade receivable at the invoiced selling price is recorded because there is a legally enforceable obligation from the distributor to pay the Company currently for product delivered; (ii) inventory is relieved for the carrying value of products shipped because legal title has passed to the distributor; and (iii) deferred revenue and deferred cost of inventory are recorded under the “Deferred income on sales to distributors” caption in the liability section of the Company’s consolidated balance sheets. The Company evaluates the deferred cost of inventory component of this account for possible impairment by considering potential obsolescence of products that might be returned and by considering the potential of resale prices of these products being below the Company’s cost. By reviewing deferred inventory costs in the manner discussed above, the Company ensures that any portion of deferred inventory costs that are not recoverable from future contractual revenue are charged to cost of sales as an expense. “Deferred income on sales to distributors” effectively represents the gross margin on sales to distributors; however, the amount of gross margin that is recognized in future periods is typically less than the originally recorded deferred income as a result of negotiated price concessions. In recent years, such concessions have exceeded 30% of list price on average. See Note 3 for detail of this account balance. | |
Revenue from other distributors is recognized at the time of shipment and when title and risk of loss transfer to the distributor, in accordance with the terms specified in the arrangement, and when the four above mentioned revenue recognition criteria are met. These distributors may also be given business terms to return a portion of inventory, however they do not receive credits for changes in selling prices to end customers. At the time of shipment, product prices are fixed and determinable and the amount of future returns can be reasonably estimated and accrued. | |
The Company’s semiconductor products are often integrated with software that is essential to the functionality of the semiconductor products. Additionally, the Company provides unspecified software upgrades and enhancements through its maintenance contracts for many of its products. Accordingly, the Company accounts for revenue in accordance with FASB Accounting Standards Codification 985-605, Software Revenue Recognition, or ASC 985-605, and all related interpretations. For sales of products where software is incidental to the equipment, the Company applies the provisions of Accounting Standards Codification 605, Revenue Recognition, or ASC 605, and all related interpretations. | |
Revenue from the sale and license of intellectual property is recognized when the above mentioned four revenue recognition criteria are met. | |
Cash and Cash Equivalents | ' |
Cash and Cash Equivalents — The Company considers all highly liquid investments with original maturities of three months or less from the date of purchase to be cash equivalents. The carrying amounts of cash and cash equivalents represent their fair values. | |
Inventories | ' |
Inventories — Inventories are stated at the lower of cost or market. Cost is computed using the average cost method on a currently adjusted standard basis (which approximates actual cost on a first-in, first-out basis); market is based upon estimated net realizable value. The valuation of inventories at the lower of cost or market requires the use of estimates as to the amounts of current inventories that will be sold. These estimates are dependent on the Company’s assessment of current and expected orders from its customers, and orders generally are subject to cancellation with limited advance notice prior to shipment. | |
Property, Plant and Equipment | ' |
Property, Plant and Equipment — Property, plant and equipment is stated at historical cost. Included in machinery and equipment in Note 3 are photomasks, furniture and computer software. Depreciation is based on estimated useful lives (principally ten years for furniture and fixtures; three to five years for machinery and equipment and photomasks; three years for computer software; and the shorter of the remaining terms of the leases or the estimated economic useful lives for leasehold improvements). Significant renewals and betterments are capitalized and replaced units are written off. Maintenance and repairs are charged to expense. | |
License Agreements | ' |
License Agreements — License agreements consist mainly of licenses of intellectual property that the Company uses in certain of its products. These licensed assets are amortized on a straight-line basis over the estimated production life cycle of each respective product, usually ranging from three to seven years beginning upon the first shipment. | |
Business Combinations | ' |
Business Combinations - The purchase price of an acquisition is allocated to the underlying assets acquired and liabilities assumed based upon their estimated fair values at the date of acquisition. To the extent the purchase price exceeds the fair value of the net identifiable tangible and intangible assets acquired and liabilities assumed, such excess is allocated to goodwill. The Company determines the estimated fair values after review and consideration of relevant information, including discounted cash flows, quoted market prices and estimates made by management. The Company adjusts the preliminary purchase price allocation, as necessary, during the measurement period of up to one year after the acquisition closing date as it obtains more information as to facts and circumstances existing at the acquisition date impacting asset valuations and liabilities assumed. Goodwill acquired in business combinations is assigned to the reporting unit expected to benefit from the combination as of the acquisition date. Acquisition-related costs are recognized separately from the acquisition and are expensed as incurred. | |
Goodwill and Other Long-Lived Assets | ' |
Goodwill and Other Long-Lived Assets - Goodwill is recorded as the difference, if any, between the aggregate consideration paid for an acquisition and the fair value of the acquired net tangible and intangible assets. Other long-lived assets include the acquired intangible assets of developed technology, trademarks and trade names, customer relationships and in-process research and development, or IPR&D. The Company currently amortizes its acquired intangible assets with definite lives over periods ranging from one to twelve years using a method that reflects the pattern in which the economic benefits of the intangible asset are consumed or otherwise used or, if that pattern cannot be reliably determined, using a straight-line amortization method. The Company capitalizes IPR&D projects acquired as part of a business combination. On completion of each project, IPR&D assets will be reclassified to developed technology and amortized over their estimated useful lives. | |
Impairment of Goodwill and Other Long-Lived Assets | ' |
Impairment of Goodwill and Other Long-Lived Assets - The Company evaluates goodwill for impairment on an annual basis as of the end of the tenth month of each fiscal year or more frequently if it believes indicators of impairment exist. | |
The Company first assesses qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If it concludes that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the Company conducts a two-step quantitative goodwill impairment test. The first step of the impairment test involves comparing the fair value of the reporting unit with its carrying value. The Company has four reporting units: wireless infrastructure, VoIP, high-performance analog (HPA) and WAN. All of the Company’s goodwill was originally recorded in its wireless infrastructure reporting unit. The Company determines the fair value of its wireless infrastructure reporting unit using generally accepted valuation methodologies that include, as appropriate, the income approach and market approach (draft term sheet and guideline company method, as discussed further in Note 4) to valuation. If the carrying amount of the reporting unit exceeds the reporting unit’s fair value, the Company performs the second step of the goodwill impairment test. The second step of the goodwill impairment test involves comparing the implied fair value of the reporting unit’s goodwill with the carrying value of that goodwill. The amount by which the carrying value of the goodwill exceeds its implied fair value, if any, will be recognized as an impairment loss. See Note 4 for a discussion of the goodwill impairment charges recorded during the second and fourth quarters of fiscal 2013. | |
During development, IPR&D is not subject to amortization and is tested for impairment annually or more frequently if events or changes in circumstances indicate that the asset might be impaired. The impairment test consists of a comparison of the fair value to its carrying amount. The Company determines the fair value using the income approach (Level 2 and Level 3 inputs). If the carrying value exceeds its fair value, an impairment loss is recognized as an operating expense in an amount equal to that excess. See Note 4 for a discussion of the impairment charge on IPR&D, which was recorded during the second quarter of fiscal 2013. Once an IPR&D project is complete, it becomes a definite long-lived intangible asset and is evaluated for impairment in accordance with the Company’s policy for the impairment of other long-lived assets. | |
The Company continually monitors events or changes in circumstances that could be indicators of impairment for its long-lived assets to be held and used, including definite-lived intangible assets. If the Company believes there are indicators of impairment, it determines whether or not the carrying value of an asset or asset group is recoverable based on comparisons to undiscounted expected future cash flows that the assets are expected to generate. If an asset is not recoverable, the Company records an impairment loss equal to the amount by which the carrying value of the asset exceeds its fair value. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell. See Note 4 for a discussion of the impairment of certain long-lived assets. | |
Foreign Currency Translation and Remeasurement | ' |
Foreign Currency Translation and Remeasurement — The Company’s foreign operations are subject to exchange rate fluctuations and foreign currency transaction costs. The functional currency of most of the Company’s foreign subsidiaries is the local currency. Assets and liabilities denominated in foreign functional currencies are translated into U.S. dollars at the rates of exchange in effect at the balance sheet dates and income and expense items are translated at the average exchange rates prevailing during the period. The resulting foreign currency translation adjustments are accumulated as a component of other comprehensive income. For two of the Company’s foreign subsidiaries, the functional currency is the U.S. dollar. Property, plant and equipment, payroll expenses and depreciation for those operations are remeasured from foreign currencies into U.S. dollars at historical exchange rates; other accounts are translated at current exchange rates. Gains and losses resulting from those remeasurements are included in earnings. Gains and losses resulting from foreign currency transactions are recognized currently in earnings. The amounts were not significant for any of the periods presented. | |
Research and Development | ' |
Research and Development — Research and development costs are expensed as incurred. | |
Product Warranties | ' |
Product Warranties — The Company’s products typically carry a warranty for periods of up to five years. The Company establishes reserves for estimated product warranty costs in the period the related revenue is recognized, based on historical experience and any known product warranty issues. Product warranty costs and related reserves are not significant in any of the periods presented. | |
Stock-Based Compensation | ' |
Stock-Based Compensation — The Company accounts for all stock-based compensation transactions using a fair-value method and recognizes the fair value of each award as an expense over the service period. The fair value of restricted stock awards is based upon the market price of the Company’s common stock at the grant date. The Company estimates the fair value of stock options granted using the Black-Scholes option-pricing model. The use of the Black-Scholes model requires a number of estimates, including the expected option term, the expected volatility in the price of the Company’s common stock, the risk-free rate of interest and the dividend yield on the Company’s common stock. Judgment is required in estimating the number of share-based awards that the Company expects will ultimately vest upon the fulfillment of service conditions (such as time-based vesting) or the achievement of specific performance conditions. The financial statements include amounts that are based on the Company’s best estimates and judgments. The Company classifies compensation expense related to these awards in the consolidated statement of operations based on the department to which the recipient reports. | |
Business Segments | ' |
Business Segments —The Company operates a single business segment which designs, develops and sells semiconductor solutions for communications applications in the wireline and wireless network infrastructure equipment, which includes broadband access networks (fixed and mobile), enterprise networks and metropolitan and wide area networks (fixed and mobile). The Company’s Chief Executive Officer is considered to be its chief operating decision maker. | |
Fair Value Measurements | ' |
Fair Value Measurements — The Company applies the provisions of Accounting Standards Codification 820, Fair Value Measurements and Disclosures, or ASC 820, in measuring the fair value of financial assets and financial liabilities and for non-financial assets and non-financial liabilities that the Company recognizes or discloses at fair value on a recurring basis (at least annually). ASC 820 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. See Note 7 for more information. | |
Other Income, Net | ' |
Other Income, Net — Other income, net, consists of changes in fair value of contingent consideration, interest income, income from reimbursable foreign research and development incentives, foreign exchange gains and losses and other non-operating gains and losses. | |
Income Taxes | ' |
Income Taxes — The provision for income taxes is determined in accordance with Accounting Standards Codification 740, Income Taxes, or ASC 740. Deferred tax assets and liabilities are determined based on the temporary differences between the financial reporting and tax bases of assets and liabilities, applying enacted statutory tax rates in effect for the year in which the differences are expected to reverse. A valuation allowance is recorded when it is more likely than not that some or all of the deferred tax assets will not be realized. | |
The Company uses a two-step approach to recognizing and measuring uncertain tax positions accounted for in accordance with ASC 740. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon settlement. The Company will classify the liability for unrecognized tax benefits as current to the extent that the Company anticipates payment (or receipt) of cash within one year. The Company recognizes interest and penalties related to unrecognized tax benefits in the tax provision. | |
Per Share Information | ' |
Per Share Information — Basic net (loss)/income per share is computed by dividing net (loss)/income by the weighted average number of shares outstanding. In computing diluted net (loss)/income per share, the weighted average number of shares outstanding is adjusted to additionally reflect the effect of potentially dilutive securities such as stock options, warrants, convertible senior notes, securities issuable pursuant to restricted and contingent stock agreements, shares to be issued under the Company’s employee stock purchase plan and unvested restricted stock units. The dilutive effect of stock options, warrants, unvested restricted stock units and shares to be issued under the employee stock purchase plan is computed under the provision of ASC 718, Compensation – Stock Compensation, using the treasury stock method. Under ASC 718, the Company is also required to add back the after-tax amount to net income of interest recognized, as well as the weighted average common share equivalents associated with the conversion of its convertible senior notes for all periods in which the securities were included in the computation of diluted net (loss)/income per share. | |
Concentrations | ' |
Concentrations — Financial instruments that potentially subject the Company to a concentration of credit risk consist principally of cash and cash equivalents and trade accounts receivable. Cash and cash equivalents consist of demand deposits and money market funds maintained with several financial institutions. Deposits held with banks may exceed the amount of insurance provided on such deposits. Generally, these deposits may be redeemed upon demand and are maintained with high credit quality financial institutions and therefore have minimal credit risk. The Company’s trade accounts receivable primarily are derived from sales to manufacturers of network infrastructure equipment and electronic component distributors. Management believes that credit risks on trade accounts receivable are moderated by the diversity of its customers and geographic sales areas. The Company performs ongoing credit evaluations of its customers’ financial condition. See Note 3 for details on the Company’s customer concentrations. | |
Comprehensive Income/(Loss) | ' |
Comprehensive Income/(Loss) — Accumulated other comprehensive income/(loss) consists of foreign currency translation adjustments. Foreign currency translation adjustments are not presented net of any tax effect as the Company does not expect to incur any tax liability or realize any benefit related thereto. | |
Recent Accounting Standards | ' |
Recent Accounting Standards — In July 2013, the FASB issued accounting guidance, which requires an entity to present an unrecognized tax benefit, or a portion thereof, as a reduction to a deferred tax asset for a net operating loss (NOL) carryforward or a similar tax loss or tax credit carryforward, unless the uncertain tax position is not available to reduce, or would not be used to reduce, the NOL or carryforward under the tax law in the same jurisdiction; otherwise, the unrecognized tax benefit should be presented as a gross liability and should not be net against a deferred tax asset. The provisions of this guidance is effective for annual periods beginning after December 15, 2013 and should be applied to all unrecognized tax benefits that exist as of the effective date. Companies may choose to apply this guidance retrospectively to each prior reporting period presented. The Company does not expect the adoption of this guidance to have a material impact on its consolidated financial statements. | |
In February 2013, the FASB issued accounting guidance which requires an entity to provide information about the amounts reclassified out of accumulated other comprehensive income by component and to present significant amounts reclassified out of accumulated other comprehensive income by respective line items of net income if the amount reclassified is required to be reclassified to net income in its entirety. For amounts that are not required to be reclassified in their entirety to net income, an entity is required to cross-reference to other disclosures that provide additional details about those amounts. The provisions of this guidance will be effective for the Company in its first quarter of fiscal 2014 and should be applied prospectively. The Company does not expect the adoption of this guidance to have a material impact on its consolidated condensed financial statements. |
Supplemental_Financial_Stateme1
Supplemental Financial Statement Data (Tables) | 12 Months Ended | ||||||||||||||||||||||||
Sep. 27, 2013 | |||||||||||||||||||||||||
Inventories | ' | ||||||||||||||||||||||||
Inventories at fiscal year ends consisted of the following: | |||||||||||||||||||||||||
September 27, | September 28, | ||||||||||||||||||||||||
2013 | 2012 | ||||||||||||||||||||||||
(in thousands) | |||||||||||||||||||||||||
Work-in-process | $ | 4,211 | $ | 3,957 | |||||||||||||||||||||
Finished goods | 7,056 | 6,525 | |||||||||||||||||||||||
Inventories | $ | 11,267 | $ | 10,482 | |||||||||||||||||||||
Prepaid Expenses and Other Current Assets | ' | ||||||||||||||||||||||||
Prepaid expenses and other current assets at fiscal year ends consisted of the following: | |||||||||||||||||||||||||
September 27, | September 28, | ||||||||||||||||||||||||
2013 | 2012 | ||||||||||||||||||||||||
(in thousands) | |||||||||||||||||||||||||
Escrow receivable | $ | — | $ | 3,491 | |||||||||||||||||||||
Tenant allowance receivable | 1,204 | 3,615 | |||||||||||||||||||||||
Prepaid insurance | 558 | 519 | |||||||||||||||||||||||
Prepaid license fees | 769 | 2,198 | |||||||||||||||||||||||
Other | 1,898 | 674 | |||||||||||||||||||||||
Total prepaid and other current assets | $ | 4,429 | $ | 10,497 | |||||||||||||||||||||
Property, Plant and Equipment, Net | ' | ||||||||||||||||||||||||
Property, plant and equipment, net, at fiscal year ends consisted of the following: | |||||||||||||||||||||||||
September 27, | September 28, | ||||||||||||||||||||||||
2013 | 2012 | ||||||||||||||||||||||||
(in thousands) | |||||||||||||||||||||||||
Machinery and equipment | $ | 83,929 | $ | 84,534 | |||||||||||||||||||||
Leasehold improvements | 7,524 | 5,535 | |||||||||||||||||||||||
91,453 | 90,069 | ||||||||||||||||||||||||
Accumulated depreciation and amortization | (75,832 | ) | (74,038 | ) | |||||||||||||||||||||
Property, plant and equipment, net | $ | 15,621 | $ | 16,031 | |||||||||||||||||||||
Licensed Intangibles | ' | ||||||||||||||||||||||||
Licensed intangibles consisted mainly of licenses of intellectual property. See Note 4 for a discussion of the $13.4 million impairment charge on the carrying value of licensed intangibles during fiscal 2013. | |||||||||||||||||||||||||
September 27, | September 28, | ||||||||||||||||||||||||
2013 | 2012 | ||||||||||||||||||||||||
(in thousands) | |||||||||||||||||||||||||
Licensed intangibles | $ | 13,179 | $ | 28,145 | |||||||||||||||||||||
Accumulated amortization | (4,210 | ) | (6,286 | ) | |||||||||||||||||||||
Licensed intangibles, net | $ | 8,969 | $ | 21,859 | |||||||||||||||||||||
Amortization of Intangibles included in cost of goods sold | ' | ||||||||||||||||||||||||
Amortization of acquired intangibles from business combinations included in the costs of goods sold and operating expense categories was as follows: | |||||||||||||||||||||||||
Year Ended | |||||||||||||||||||||||||
September 27, | September 28, | September 30, | |||||||||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||||||||||
(in thousands) | |||||||||||||||||||||||||
Cost of goods sold | $ | 983 | $ | 643 | $ | — | |||||||||||||||||||
Selling, general and administrative | 389 | 275 | — | ||||||||||||||||||||||
$ | 1,372 | $ | 918 | $ | — | ||||||||||||||||||||
Acquired Intangibles | ' | ||||||||||||||||||||||||
Acquired intangibles from business combinations consisted of the following: | |||||||||||||||||||||||||
September 27, 2013 | |||||||||||||||||||||||||
Gross | IPR&D | Accumulated | Accumulated | Net | Weighted- | ||||||||||||||||||||
Transferred to | Amortization | Impairment | Book | Average | |||||||||||||||||||||
Developed | Value | Useful Life | |||||||||||||||||||||||
Technology | |||||||||||||||||||||||||
(in thousands) | (in years) | ||||||||||||||||||||||||
Trade names and trademarks | $ | 310 | $ | — | $ | (310 | ) | — | $ | — | 1.5 | ||||||||||||||
Developed technology | 11,800 | 300 | (1,626 | ) | (9,766 | ) | 708 | 12 | |||||||||||||||||
Customer relationships | 1,500 | — | (354 | ) | (1,146 | ) | — | 7 | |||||||||||||||||
In-process research and development | 800 | (300 | ) | — | (500 | ) | — | Indefinite | |||||||||||||||||
$ | 14,410 | $ | — | $ | (2,290 | ) | $ | (11,412 | ) | $ | 708 | ||||||||||||||
See Note 4 for a discussion of the impairment charges on the carrying value of acquired intangibles during fiscal 2013. | |||||||||||||||||||||||||
September 28, 2012 | |||||||||||||||||||||||||
Gross | Accumulated | Net Book | Weighted- | ||||||||||||||||||||||
Amortization | Value | Average | |||||||||||||||||||||||
Useful Life | |||||||||||||||||||||||||
(in thousands) | (in years) | ||||||||||||||||||||||||
Trade names and trademarks | $ | 310 | $ | (136 | ) | $ | 174 | 1.5 | |||||||||||||||||
Developed technology | 11,800 | (643 | ) | 11,157 | 12 | ||||||||||||||||||||
Customer relationships | 1,500 | (139 | ) | 1,361 | 7 | ||||||||||||||||||||
In-process research and development | 800 | — | 800 | Indefinite | |||||||||||||||||||||
$ | 14,410 | $ | (918 | ) | $ | 13,492 | |||||||||||||||||||
Estimated future amortization of existing licensed intangibles | ' | ||||||||||||||||||||||||
Estimated future amortization of existing licensed intangibles and remaining developed technology is as follows: | |||||||||||||||||||||||||
Fiscal Year | |||||||||||||||||||||||||
2014 | 2015 | 2016 | 2017 | 2018 | Thereafter | ||||||||||||||||||||
(in thousands) | |||||||||||||||||||||||||
Cost of goods sold | $ | 1,549 | $ | 1,543 | $ | 1,493 | $ | 1,481 | $ | 1,481 | $ | 2,130 | |||||||||||||
Change in the Carrying Amount of Goodwill | ' | ||||||||||||||||||||||||
The change in the carrying amount of goodwill in the wireless infrastructure reporting unit is as follows: | |||||||||||||||||||||||||
Goodwill | |||||||||||||||||||||||||
(in thousands) | |||||||||||||||||||||||||
Goodwill as a result of the picoChip acquisition | $ | 57,110 | |||||||||||||||||||||||
Balance as of September 28, 2012 | $ | 57,110 | |||||||||||||||||||||||
Change in carrying value during the first quarter of fiscal 2013 | (48 | ) | |||||||||||||||||||||||
Impairment loss recorded in the second quarter of fiscal 2013 | (30,466 | ) | |||||||||||||||||||||||
Impairment loss recorded in the fourth quarter of fiscal 2013 | (26,596 | ) | |||||||||||||||||||||||
Balance as of September 27, 2013 | $ | — | |||||||||||||||||||||||
Deferred Income on Sales to Distributors | ' | ||||||||||||||||||||||||
Deferred income on sales to distributors at fiscal year ends consisted of the following: | |||||||||||||||||||||||||
September 27, | September 28, | ||||||||||||||||||||||||
2013 | 2012 | ||||||||||||||||||||||||
(in thousands) | |||||||||||||||||||||||||
Deferred revenue on shipments to distributors | $ | 3,794 | $ | 4,721 | |||||||||||||||||||||
Deferred cost of goods sold on shipments to distributors | (425 | ) | (361 | ) | |||||||||||||||||||||
Reserves | 36 | 36 | |||||||||||||||||||||||
Deferred income on sales to distributors | $ | 3,405 | $ | 4,396 | |||||||||||||||||||||
Details of Other Liabilities | ' | ||||||||||||||||||||||||
Other liabilities at fiscal year ends consisted of the following: | |||||||||||||||||||||||||
September 27, | September 28, | ||||||||||||||||||||||||
2013 | 2012 | ||||||||||||||||||||||||
(in thousands) | |||||||||||||||||||||||||
Current | |||||||||||||||||||||||||
Deferred rent | $ | 769 | $ | 53 | |||||||||||||||||||||
Capital lease obligations | 41 | 321 | |||||||||||||||||||||||
Accrued royalties | 550 | 379 | |||||||||||||||||||||||
Accrued license fees | 137 | 860 | |||||||||||||||||||||||
Accrued income taxes | 513 | 707 | |||||||||||||||||||||||
Restructuring | 141 | 427 | |||||||||||||||||||||||
Accrued interest | 822 | 913 | |||||||||||||||||||||||
Escrow payable | — | 3,491 | |||||||||||||||||||||||
Accrued professional fees | 426 | 837 | |||||||||||||||||||||||
Other | 2,102 | 2,673 | |||||||||||||||||||||||
Total other current liabilities | $ | 5,501 | $ | 10,661 | |||||||||||||||||||||
Long-term | |||||||||||||||||||||||||
Deferred rent | 5,143 | 5,044 | |||||||||||||||||||||||
Capital lease obligations | — | 68 | |||||||||||||||||||||||
Licensed intangibles payable | — | 699 | |||||||||||||||||||||||
Other | 1,015 | 956 | |||||||||||||||||||||||
Total other liabilities | $ | 6,158 | $ | 6,767 | |||||||||||||||||||||
Anti-Dilutive Shares Excluded from Calculation of Diluted Net Loss Per Share | ' | ||||||||||||||||||||||||
The following table presents the number of potentially dilutive shares of the Company’s common stock excluded from the computation of diluted net loss per share as their effect would have been anti-dilutive: | |||||||||||||||||||||||||
Year Ended | |||||||||||||||||||||||||
September 27, | September 28, | September 30, | |||||||||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||||||||||
(in thousands) | |||||||||||||||||||||||||
6.75% convertible senior notes | 8,205 | 8,205 | — | ||||||||||||||||||||||
6.50% convertible senior notes | — | 3,165 | 3,165 | ||||||||||||||||||||||
Stock awards | 3,318 | 4,193 | 3,042 | ||||||||||||||||||||||
Employee stock purchase plan shares | 94 | 151 | 56 | ||||||||||||||||||||||
Warrants | — | 6,109 | 6,109 | ||||||||||||||||||||||
Anti-dilutive weighted average common shares | 11,617 | 21,823 | 12,372 | ||||||||||||||||||||||
Supplemental Cash Flow Information | ' | ||||||||||||||||||||||||
Supplemental Cash Flow Information | |||||||||||||||||||||||||
Year Ended | |||||||||||||||||||||||||
September 27, | September 28, | September 30, | |||||||||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||||||||||
(in thousands) | |||||||||||||||||||||||||
Interest paid | $ | 4,099 | $ | 1,618 | $ | 975 | |||||||||||||||||||
Income taxes paid, net of refunds received | 567 | 398 | 751 | ||||||||||||||||||||||
Non-cash investing and financing activities consisted of the following: | |||||||||||||||||||||||||
Purchase of property and equipment through capital leasing arrangements | $ | — | $ | 113 | $ | — | |||||||||||||||||||
Contingent consideration payable in connection with business acquisition | — | 10,038 | — | ||||||||||||||||||||||
Unpaid purchases of property and equipment | 407 | 41 | 531 | ||||||||||||||||||||||
Unpaid licenses of intellectual property | 137 | 542 | 3,184 | ||||||||||||||||||||||
Issuance of equity in a business acquisition | — | 33,791 | — | ||||||||||||||||||||||
Leasehold improvements paid by landlord | 1,076 | — | — | ||||||||||||||||||||||
Reclassification of prepaid assets to purchased intangibles | 145 | — | — | ||||||||||||||||||||||
Direct Customers and/or Distributors Accounted for 10% or More of Net Revenue | ' | ||||||||||||||||||||||||
The following direct customers and/or distributors accounted for 10% or more of net revenue in the periods presented: | |||||||||||||||||||||||||
Year Ended | |||||||||||||||||||||||||
September 27, | September 28, | September 30, | |||||||||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||||||||||
Customer A | 28 | % | 25 | % | 23 | % | |||||||||||||||||||
Customer B | 19 | % | 21 | % | 19 | % | |||||||||||||||||||
Direct Customers and/or Distributors Accounted for 10% or More of Total Accounts Receivable | ' | ||||||||||||||||||||||||
The following direct customers and/or distributors accounted for 10% or more of total accounts receivable at each period end: | |||||||||||||||||||||||||
September 27, | September 28, | ||||||||||||||||||||||||
2013 | 2012 | ||||||||||||||||||||||||
Customer A | 23 | % | 19 | % | |||||||||||||||||||||
Customer B | 16 | % | 13 | % | |||||||||||||||||||||
Customer C | 10 | % | 2 | % | |||||||||||||||||||||
Reclassified to cost of goods sold | ' | ||||||||||||||||||||||||
Amortization of Intangibles included in cost of goods sold | ' | ||||||||||||||||||||||||
Amortization of licensed intangible assets included in cost of goods sold was as follows: | |||||||||||||||||||||||||
Year Ended | |||||||||||||||||||||||||
September 27, | September 28, | September 30, | |||||||||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||||||||||
(in thousands) | |||||||||||||||||||||||||
Cost of goods sold | $ | 2,031 | $ | 2,501 | $ | 2,303 |
Impairments_Tables
Impairments (Tables) | 12 Months Ended | ||||
Sep. 27, 2013 | |||||
Income Approach Valuation Assumptions | ' | ||||
Specifically, the income approach valuation included the following assumptions: | |||||
March 29, 2013 | |||||
Discount rate | 21 | % | |||
Perpetual growth rate | 4 | % | |||
Tax rate | 29.3 | % | |||
Risk free rate | 2.7 | % | |||
Peer company beta | 1.32 | ||||
Country risk adjustment for foreign operations | 0.7 | % |
Business_Combination_Tables
Business Combination (Tables) | 12 Months Ended | ||||||||
Sep. 27, 2013 | |||||||||
Acquisition-Date Fair Value of Consideration Transferred | ' | ||||||||
The acquisition-date fair value of the consideration transferred totaled $64.3 million, which consisted of the following: | |||||||||
Fair Value of | |||||||||
Consideration | |||||||||
Transferred | |||||||||
(in thousands) | |||||||||
Cash | $ | 20,479 | |||||||
Common stock | 33,791 | ||||||||
Contingent consideration | 10,038 | ||||||||
Total | $ | 64,308 | |||||||
Estimated Fair Values of Assets Acquired and Liabilities Assumed | ' | ||||||||
The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the acquisition date based on the purchase price: | |||||||||
At February 6, 2012 | |||||||||
(in thousands) | |||||||||
Assets acquired: | |||||||||
Cash and cash equivalents | $ | 383 | |||||||
Receivables | 1,401 | ||||||||
Inventories | 1,939 | ||||||||
Prepaid expenses and other current assets | 4,230 | ||||||||
Capital lease | 178 | ||||||||
Property, plant and equipment, net | 2,475 | ||||||||
Intangible assets | |||||||||
Trade names and trademarks | 310 | ||||||||
Developed technology | 11,800 | ||||||||
Customer relationships | 1,500 | ||||||||
In-process research and development | 800 | ||||||||
Goodwill | 57,110 | ||||||||
Total assets acquired | $ | 82,126 | |||||||
Liabilities assumed: | |||||||||
Accounts payable | $ | 4,904 | |||||||
Accrued compensation and benefits | 3,215 | ||||||||
Deferred revenue | 2,890 | ||||||||
Other current liabilities | 6,606 | ||||||||
Capital lease obligation | 203 | ||||||||
Total liabilities assumed | $ | 17,818 | |||||||
Purchase price | $ | 64,308 | |||||||
Amount of Net Revenue and Net Loss of Acquired Entity | ' | ||||||||
The amount of net revenue and net loss of picoChip included in the Company’s consolidated statements of operations from the acquisition date to September 28, 2012 were as follows: | |||||||||
Year Ended | |||||||||
September 28, 2012 | |||||||||
(in thousands) | |||||||||
Net revenue | $ | 9,922 | |||||||
Net loss | $ | (10,097 | ) | ||||||
Supplemental Pro-Forma Data | ' | ||||||||
This pro forma data is presented for informational purposes only and does not purport to be indicative of the results of future operations. | |||||||||
Year Ended | |||||||||
September 28, | September 30, | ||||||||
2012 | 2011 | ||||||||
(in thousands) | |||||||||
Net revenue | $ | 144,523 | $ | 179,696 | |||||
Net loss | $ | (37,720 | ) | $ | (28,864 | ) |
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||||||
Sep. 27, 2013 | |||||||||||||
Components of the provision for income taxes | ' | ||||||||||||
The components of the provision for income taxes were as follows: | |||||||||||||
Year Ended | |||||||||||||
September 27, | September 28, | September 30, | |||||||||||
2013 | 2012 | 2011 | |||||||||||
(in thousands) | |||||||||||||
Current: | |||||||||||||
Federal | $ | 20 | $ | — | $ | — | |||||||
Foreign | 444 | 553 | (2,200 | ) | |||||||||
State and local | 6 | 2 | 6 | ||||||||||
Total current | 470 | 555 | (2,194 | ) | |||||||||
Deferred: | |||||||||||||
Federal | $ | — | $ | — | $ | — | |||||||
Foreign | (83 | ) | (196 | ) | 2,435 | ||||||||
State and local | — | — | — | ||||||||||
Total deferred | (83 | ) | (196 | ) | 2,435 | ||||||||
$ | 387 | $ | 359 | $ | 241 | ||||||||
Reconciliation of income taxes | ' | ||||||||||||
A reconciliation of income taxes computed at the U.S. federal statutory income tax rate to the provision for income taxes follows: | |||||||||||||
Year Ended | |||||||||||||
September 27, | September 28, | September 30, | |||||||||||
2013 | 2012 | 2011 | |||||||||||
(in thousands) | |||||||||||||
U.S. federal statutory tax at 35% | $ | (31,066 | ) | $ | (11,337 | ) | $ | (180 | ) | ||||
State taxes, net of federal effect | 4 | 1 | 4 | ||||||||||
Foreign income taxes in excess of U.S. | 604 | 351 | 112 | ||||||||||
Goodwill impairment | 3,510 | — | — | ||||||||||
Valuation allowance | 26,789 | 10,170 | (135 | ) | |||||||||
Other | 546 | 1,174 | 440 | ||||||||||
Provision for income taxes | $ | 387 | $ | 359 | $ | 241 | |||||||
Loss before income taxes | ' | ||||||||||||
Loss before income taxes consisted of the following components: | |||||||||||||
Year Ended | |||||||||||||
September 27, | September 28, | September 30, | |||||||||||
2013 | 2012 | 2011 | |||||||||||
(in thousands) | |||||||||||||
United States | $ | (18,827 | ) | $ | (32,374 | ) | $ | (870 | ) | ||||
Foreign | (69,934 | ) | (18 | ) | 356 | ||||||||
$ | (88,761 | ) | $ | (32,392 | ) | $ | (514 | ) | |||||
Deferred income tax assets and liabilities | ' | ||||||||||||
Deferred income tax assets and liabilities at fiscal year-ends consisted of the tax effects of temporary differences related to the following: | |||||||||||||
Year Ended | |||||||||||||
September 27, | September 28, | ||||||||||||
2013 | 2012 | ||||||||||||
(in thousands) | |||||||||||||
Deferred tax assets: | |||||||||||||
Inventories | $ | 7,937 | $ | 8,045 | |||||||||
Deferred revenue | 1,370 | 1,905 | |||||||||||
Accrued compensation and benefits | 980 | 1,058 | |||||||||||
Product returns and allowances | 634 | 557 | |||||||||||
Net operating losses | 247,500 | 242,426 | |||||||||||
Stock options | 7,602 | 6,225 | |||||||||||
Acquisition-related costs | 1,401 | — | |||||||||||
Goodwill | 16,430 | — | |||||||||||
Foreign deferred taxes | 329 | 246 | |||||||||||
Property, plant and equipment | — | 1,802 | |||||||||||
Intangible assets | 12,578 | — | |||||||||||
Other | 2,665 | 5,581 | |||||||||||
Valuation allowance | (290,459 | ) | (257,886 | ) | |||||||||
Total deferred tax assets | 8,967 | 9,959 | |||||||||||
Deferred tax liabilities: | |||||||||||||
Deferred state taxes | 7,357 | 6,216 | |||||||||||
Property, plant and equipment | 11 | — | |||||||||||
Intangible assets | — | 2,412 | |||||||||||
Other income | 1,270 | 761 | |||||||||||
Other liabilities | — | 324 | |||||||||||
Total deferred tax liabilities | 8,638 | 9,713 | |||||||||||
Net deferred tax assets | $ | 329 | $ | 246 | |||||||||
Reconciliation of beginning and ending amount of unrecognized tax benefits | ' | ||||||||||||
A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: | |||||||||||||
Total | |||||||||||||
(in thousands) | |||||||||||||
Balance as of October 1, 2010 | $ | 41,860 | |||||||||||
Increase in tax positions | 2,191 | ||||||||||||
Balance as of September 30, 2011 | 44,051 | ||||||||||||
Increase in tax positions | 1,417 | ||||||||||||
Balance as of September 28, 2012 | 45,468 | ||||||||||||
Increase in tax positions | 124 | ||||||||||||
Balance as of September 27, 2013 | $ | 45,592 | |||||||||||
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 12 Months Ended | ||||||||||||||||
Sep. 27, 2013 | |||||||||||||||||
Assets and Liabilities Subject to Fair Value Measurements on Recurring Basis | ' | ||||||||||||||||
The following table represents financial assets and liabilities that the Company measured at fair value in fiscal 2012 on a recurring basis, except for certain embedded derivatives for which the required disclosures are provided in Note 8. The Company has classified these assets and liabilities in accordance with the fair value hierarchy set forth in ASC 820: | |||||||||||||||||
Fair Value Measurements at September 28, 2012 Using | |||||||||||||||||
Fair Value Hierarchy | |||||||||||||||||
Fair Value as of | Level 1 | Level 2 | Level 3 | ||||||||||||||
September 28, | |||||||||||||||||
2012 | |||||||||||||||||
(in thousands) | |||||||||||||||||
Assets | |||||||||||||||||
Money market fund | $ | 20,040 | $ | 20,040 | $ | — | $ | — | |||||||||
Assets at fair value | $ | 20,040 | $ | 20,040 | $ | — | $ | — | |||||||||
Liabilities | |||||||||||||||||
Contingent consideration | $ | 1,876 | $ | — | $ | — | $ | 1,876 | |||||||||
Liabilities at fair value | $ | 1,876 | $ | — | $ | — | $ | 1,876 | |||||||||
Revolving_Credit_Facilities_an1
Revolving Credit Facilities and Long-Term Debt (Tables) | 12 Months Ended | ||||||||||||||||
Sep. 27, 2013 | |||||||||||||||||
Estimated Amortization Expense Debt Discount Related to Convertible Senior Notes | ' | ||||||||||||||||
The estimated amortization expense for the debt discount related to the 6.75% convertible senior notes through the remaining expected life is as follows: | |||||||||||||||||
Fiscal Year | |||||||||||||||||
2014 | 2015 | 2016 | 2017 | ||||||||||||||
(in thousands) | |||||||||||||||||
Estimated debt discount amortization expense | $ | 315 | $ | 315 | $ | 315 | $ | 223 | |||||||||
Aggregate Maturities Long Term Debt | ' | ||||||||||||||||
Aggregate maturities for our long-term debt are as follows: | |||||||||||||||||
Fiscal Year | (in thousands) | ||||||||||||||||
2014 | $ | 2,250 | |||||||||||||||
2015 | 3,750 | ||||||||||||||||
2016 | 5,250 | ||||||||||||||||
2017 | 47,484 | ||||||||||||||||
Thereafter | — | ||||||||||||||||
Total long-term debt | $ | 58,734 | |||||||||||||||
6.75% Convertible Senior Notes | ' | ||||||||||||||||
Balance Sheet Information Related to Convertible Senior Notes | ' | ||||||||||||||||
The following table sets forth balance sheet information related to the 6.75% convertible senior notes: | |||||||||||||||||
September 27, | September 28, | ||||||||||||||||
2013 | 2012 | ||||||||||||||||
(in thousands) | |||||||||||||||||
Principal value of the liability component | $ | 32,000 | $ | 32,000 | |||||||||||||
Unamortized value of the debt discount | (1,168 | ) | (1,484 | ) | |||||||||||||
Net carrying value of the liability component | $ | 30,832 | $ | 30,516 | |||||||||||||
Interest Expense Information Related to Convertible Senior Notes | ' | ||||||||||||||||
The following table sets forth interest expense information related to the 6.75% convertible senior notes: | |||||||||||||||||
Year Ended | |||||||||||||||||
September 27, | September 28, | September 30, | |||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||
Interest expense - coupon | $ | 2,179 | $ | 603 | $ | — | |||||||||||
Interest expense - debt discount amortization | 316 | 94 | — | ||||||||||||||
Total | $ | 2,495 | $ | 697 | $ | — | |||||||||||
Effective interest rate on the liability for the period | 7.8 | % | 7.47 | % | 0 | % | |||||||||||
6.50% Convertible Senior Notes | ' | ||||||||||||||||
Balance Sheet Information Related to Convertible Senior Notes | ' | ||||||||||||||||
The following table sets forth balance sheet information related to the 6.50% convertible senior notes: | |||||||||||||||||
September 27, | September 28, | ||||||||||||||||
2013 | 2012 | ||||||||||||||||
(in thousands) | |||||||||||||||||
Principal value of the liability component | $ | — | $ | 15,000 | |||||||||||||
Unamortized discount of the liability component | — | (366 | ) | ||||||||||||||
Net carrying value of the liability component | $ | — | $ | 14,634 | |||||||||||||
Interest Expense Information Related to Convertible Senior Notes | ' | ||||||||||||||||
The following table sets forth interest expense information related to the 6.50% convertible senior notes: | |||||||||||||||||
Year Ended | |||||||||||||||||
September 27, | September 28, | September 30, | |||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||
(in thousands) | |||||||||||||||||
Interest expense - coupon | $ | 813 | $ | 975 | $ | 975 | |||||||||||
Interest expense - debt discount amortization | 366 | 418 | 406 | ||||||||||||||
Total | $ | 1,179 | $ | 1,393 | $ | 1,381 | |||||||||||
Effective interest rate on the liability for the period | 9.43 | % | 9.29 | % | 9.21 | % | |||||||||||
Commitments_Tables
Commitments (Tables) | 12 Months Ended | ||||
Sep. 27, 2013 | |||||
Company's Minimum Future Obligations under Operating Leases | ' | ||||
As of September 27, 2013, the Company’s minimum future obligations under operating leases were as follows: | |||||
Fiscal Year | (in thousands) | ||||
2014 | $ | 4,813 | |||
2015 | 3,703 | ||||
2016 | 2,923 | ||||
2017 | 2,696 | ||||
2018 | 2,758 | ||||
Thereafter | 695 | ||||
Total minimum future lease payments | $ | 17,588 | |||
Amounts Due under Purchase Obligations | ' | ||||
Amounts due under purchase obligations as of September 27, 2013 were approximately as follows: | |||||
Fiscal Year | (in thousands) | ||||
2014 | $ | 6,018 | |||
2015 | 1,829 | ||||
Total | $ | 7,847 | |||
StockBased_Compensation_Tables
Stock-Based Compensation (Tables) | 12 Months Ended | ||||||||||||||||||
Sep. 27, 2013 | |||||||||||||||||||
Stock option grant date fair value estimated using Black-Scholes pricing model | ' | ||||||||||||||||||
The following table summarizes the weighted-average assumptions used and the resulting fair value of options granted: | |||||||||||||||||||
Year Ended | |||||||||||||||||||
September 27, | September 28, | September 30, | |||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||||
Weighted-average assumptions: | |||||||||||||||||||
Expected option life | 5.0 years | 2.7 years | 2.9 years | ||||||||||||||||
Risk-free interest rate | 0.9 | % | 0.3 | % | 0.8 | % | |||||||||||||
Expected volatility | 84 | % | 65 | % | 97 | % | |||||||||||||
Dividend yield | — | — | — | ||||||||||||||||
Weighted-average grant date fair value per share | $ | 2.82 | $ | 2.49 | $ | 4.51 | |||||||||||||
The following table summarizes the weighted-average assumptions used and the resulting fair value of plan rights offered: | |||||||||||||||||||
Year Ended | |||||||||||||||||||
September 27, | September 28, | September 30, | |||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||||
Weighted-average assumptions: | |||||||||||||||||||
Expected life | 0.5 years | 0.5 years | 0.5 years | ||||||||||||||||
Risk-free interest rate | 0.1 | % | 0.1 | % | 0.2 | % | |||||||||||||
Expected volatility | 62 | % | 59 | % | 61 | % | |||||||||||||
Dividend yield | — | — | — | ||||||||||||||||
Weighted-average grant date fair value per share | $ | 1.3 | $ | 1.38 | $ | 2.65 | |||||||||||||
Stock-based compensation by functional line item | ' | ||||||||||||||||||
Stock-based compensation expense related to employee stock options and restricted stock under ASC 718 was allocated as follows: | |||||||||||||||||||
Year Ended | |||||||||||||||||||
September 27, | September 28, | September 30, | |||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||||
(in thousands) | |||||||||||||||||||
Cost of goods sold | 198 | 138 | 228 | ||||||||||||||||
Research and development | 3,409 | 3,631 | 1,728 | ||||||||||||||||
Selling, general and administrative | 8,124 | 6,736 | 3,963 | ||||||||||||||||
Total stock-based compensation | $ | 11,731 | $ | 10,505 | $ | 5,919 | |||||||||||||
Stock Option Activity | ' | ||||||||||||||||||
The following table summarizes stock option activity under all plans: | |||||||||||||||||||
Number of | Weighted- | Weighted- | Aggregate | ||||||||||||||||
Shares | Average | Average | Intrinsic Value | ||||||||||||||||
Exercise | Remaining | ||||||||||||||||||
Price | Contractual | ||||||||||||||||||
Term | |||||||||||||||||||
(in thousands) | (in thousands) | ||||||||||||||||||
Outstanding at October 1, 2010 | 2,900 | $ | 6.41 | 4.8 years | $ | 8,515 | |||||||||||||
Exercisable at October 1, 2010 | 1,509 | $ | 9 | 3.2 years | $ | 2,666 | |||||||||||||
Granted | 871 | 7.58 | |||||||||||||||||
Exercised | (461 | ) | 2.97 | $ | 2,217 | ||||||||||||||
Forfeited or expired | (722 | ) | 8.18 | ||||||||||||||||
Outstanding at September 30, 2011 | 2,588 | $ | 6.93 | 5.4 years | $ | 2,624 | |||||||||||||
Exercisable at September 30, 2011 | 1,309 | $ | 7.69 | 3.6 years | $ | 1,654 | |||||||||||||
Granted | 489 | 6.06 | |||||||||||||||||
Exercised | (282 | ) | 2.48 | $ | 994 | ||||||||||||||
Forfeited or expired | (420 | ) | 10.16 | ||||||||||||||||
Outstanding at September 28, 2012 | 2,375 | $ | 6.71 | 5.1 years | $ | 648 | |||||||||||||
Exercisable at September 28, 2012 | 1,460 | $ | 6.63 | 3.9 years | $ | 508 | |||||||||||||
Granted | 40 | 4.29 | |||||||||||||||||
Exercised | (157 | ) | 2.08 | $ | 294 | ||||||||||||||
Forfeited or expired | (311 | ) | 9.34 | ||||||||||||||||
Outstanding at September 27, 2013 | 1,947 | $ | 6.61 | 4.8 years | $ | 313 | |||||||||||||
Vested and expected to vest after September 27, 2013 | 1,903 | $ | 6.62 | 4.7 years | $ | 312 | |||||||||||||
Exercisable at September 27, 2013 | 1,506 | $ | 6.61 | 4.3 years | $ | 303 | |||||||||||||
Vesting Condition | Remaining | Remaining | |||||||||||||||||
Unrecognized | Years | ||||||||||||||||||
Compensation | to Vest | ||||||||||||||||||
Cost | |||||||||||||||||||
(in thousands) | |||||||||||||||||||
Service-based | $ | 1,258 | 0.8 | ||||||||||||||||
Options to Purchase Mindspeed Common Stock Outstanding | ' | ||||||||||||||||||
The following table summarizes all options to purchase Mindspeed common stock outstanding at September 27, 2013: | |||||||||||||||||||
Outstanding | Exercisable | ||||||||||||||||||
Range of Exercise Prices | Number of | Average | Weighted- | Number of | Weighted- | ||||||||||||||
Shares | Remaining | Average | Shares | Average | |||||||||||||||
Contractual | Exercise | Exercise | |||||||||||||||||
Life (Years) | Price | Price | |||||||||||||||||
(in thousands) | (in thousands) | ||||||||||||||||||
$0.85 - $3.50 | 317 | 4.1 | $ | 2.14 | 288 | $ | 2.08 | ||||||||||||
3.71 - 5.96 | 322 | 4.2 | 4.28 | 285 | 4.2 | ||||||||||||||
6.24 - 6.28 | 397 | 6.3 | 6.28 | 200 | 6.28 | ||||||||||||||
6.34 - 8.28 | 398 | 4.7 | 6.98 | 325 | 6.98 | ||||||||||||||
8.31 - 9.73 | 349 | 5.7 | 8.69 | 245 | 8.71 | ||||||||||||||
10.00 - 45.00 | 164 | 1.7 | 15.28 | 163 | 15.32 | ||||||||||||||
0.85 - 45.00 | 1,947 | 4.8 | $ | 6.61 | 1,506 | $ | 6.61 | ||||||||||||
Stock Award Activity | ' | ||||||||||||||||||
The following table summarizes restricted stock award activity: | |||||||||||||||||||
Number | Weighted- | Fair Value | |||||||||||||||||
of Shares | Average | of Shares | |||||||||||||||||
Grant Date | Vested | ||||||||||||||||||
Fair Value | |||||||||||||||||||
(in thousands) | (in thousands) | ||||||||||||||||||
Nonvested shares at October 1, 2010 | 680 | $ | 6.64 | ||||||||||||||||
Granted | 1,856 | 7.86 | |||||||||||||||||
Vested | (270 | ) | 5.5 | $ | 1,898 | ||||||||||||||
Forfeited | (211 | ) | 7.35 | ||||||||||||||||
Outstanding at September 30, 2011 | 2,055 | $ | 7.74 | ||||||||||||||||
Granted | 1,770 | 5.78 | |||||||||||||||||
Vested | (850 | ) | 7.58 | $ | 4,005 | ||||||||||||||
Forfeited | (355 | ) | 6.94 | ||||||||||||||||
Outstanding at September 28, 2012 | 2,620 | $ | 6.29 | ||||||||||||||||
Granted | 1,736 | 4.32 | |||||||||||||||||
Vested | (1,572 | ) | 6.24 | $ | 5,633 | ||||||||||||||
Forfeited | (279 | ) | 7.42 | ||||||||||||||||
Outstanding at September 27, 2013 | 2,505 | $ | 5.15 | ||||||||||||||||
Vesting Condition | Remaining | Remaining | |||||||||||||||||
Unrecognized | Years | ||||||||||||||||||
Compensation | to Vest | ||||||||||||||||||
Cost | |||||||||||||||||||
(in thousands) | |||||||||||||||||||
Service-based | $ | 10,079 | 0.9 | ||||||||||||||||
Market-based | 475 | 1.3 | |||||||||||||||||
Stock awards | $ | 10,554 | 0.9 | ||||||||||||||||
Restructuring_Charges_Tables
Restructuring Charges (Tables) | 12 Months Ended | ||||||||||||
Sep. 27, 2013 | |||||||||||||
Activity and Liability Balances Related to Restructuring Plan | ' | ||||||||||||
Activity and liability balances related to the Company’s fourth quarter of fiscal 2012 restructuring plan through September 27, 2013 were as follows: | |||||||||||||
Workforce | Facilities | Total | |||||||||||
Reductions | |||||||||||||
(in thousands) | |||||||||||||
Charges to costs and expenses | $ | 766 | $ | — | $ | 766 | |||||||
Cash payments | (403 | ) | — | (403 | ) | ||||||||
Non-cash adjustments | 19 | — | 19 | ||||||||||
Restructuring balance, September 28, 2012 | $ | 382 | $ | — | $ | 382 | |||||||
Charges to costs and expenses | 2,285 | 210 | 2,495 | ||||||||||
Cash payments | (2,657 | ) | (72 | ) | (2,729 | ) | |||||||
Non-cash adjustments | — | (6 | ) | (6 | ) | ||||||||
Restructuring balance, September 27, 2013 | $ | 10 | $ | 132 | $ | 142 | |||||||
Activity and liability balances related to the Company’s fourth quarter of fiscal 2011 restructuring plan through September 27, 2013 were as follows: | |||||||||||||
Workforce | |||||||||||||
Reductions | |||||||||||||
(in thousands) | |||||||||||||
Charges to costs and expenses | $ | 1,091 | |||||||||||
Cash payments | (189 | ) | |||||||||||
Restructuring balance, September 30, 2011 | $ | 902 | |||||||||||
Charges to costs and expenses | 138 | ||||||||||||
Cash payments | (995 | ) | |||||||||||
Restructuring balance, September 28, 2012 | $ | 45 | |||||||||||
Cash payments | (18 | ) | |||||||||||
Non-cash adjustments | (27 | ) | |||||||||||
Restructuring balance, September 27, 2013 | $ | — | |||||||||||
Segment_and_Other_Information_
Segment and Other Information (Tables) | 12 Months Ended | ||||||||||||
Sep. 27, 2013 | |||||||||||||
Revenue by product line | ' | ||||||||||||
Revenue by product line was as follows: | |||||||||||||
Year Ended | |||||||||||||
September 27, | September 28, | September 30, | |||||||||||
2013 | 2012 | 2011 | |||||||||||
(in thousands) | |||||||||||||
High-performance analog | $ | 66,081 | $ | 64,667 | $ | 59,240 | |||||||
Communications processors | 65,579 | 64,834 | 100,158 | ||||||||||
Wireless infrastructure | 13,741 | 10,914 | 191 | ||||||||||
Intellectual property | 6,000 | 591 | 2,500 | ||||||||||
Net revenue | $ | 151,401 | $ | 141,006 | $ | 162,089 | |||||||
Revenue by geographic area | ' | ||||||||||||
Revenue by geographic area was as follows: | |||||||||||||
Year Ended | |||||||||||||
September 27, | September 28, | September 30, | |||||||||||
2013 | 2012 | 2011 | |||||||||||
(in thousands) | |||||||||||||
United States | $ | 28,384 | $ | 21,156 | $ | 30,355 | |||||||
Other Americas | 4,529 | 2,692 | 3,495 | ||||||||||
Total Americas | 32,913 | 23,848 | 33,850 | ||||||||||
Malaysia | 1,259 | 6,162 | 7,116 | ||||||||||
Singapore | 4,923 | 5,318 | 5,921 | ||||||||||
Taiwan | 13,441 | 17,177 | 11,927 | ||||||||||
China | 51,020 | 49,655 | 60,847 | ||||||||||
Japan | 17,615 | 17,693 | 17,879 | ||||||||||
Other Asia-Pacific | 18,349 | 11,720 | 11,805 | ||||||||||
Total Asia-Pacific | 106,607 | 107,725 | 115,495 | ||||||||||
Europe, Middle East and Africa | 11,881 | 9,433 | 12,744 | ||||||||||
$ | 151,401 | $ | 141,006 | $ | 162,089 | ||||||||
Long-lived assets by geographic area | ' | ||||||||||||
Long-lived assets by geographic area at fiscal year-ends were as follows: | |||||||||||||
September 27, | September 28, | ||||||||||||
2013 | 2012 | ||||||||||||
(in thousands) | |||||||||||||
United States | $ | 11,362 | $ | 11,346 | |||||||||
Other Americas | 251 | 342 | |||||||||||
Europe, Middle East and Africa | 2,874 | 2,873 | |||||||||||
Asia-Pacific | 1,134 | 1,470 | |||||||||||
$ | 15,621 | $ | 16,031 | ||||||||||
Quarterly_Financial_Data_Table
Quarterly Financial Data (Tables) | 12 Months Ended | ||||||||||||||||||||||||||||||
Sep. 27, 2013 | |||||||||||||||||||||||||||||||
Quarterly Financial Data | ' | ||||||||||||||||||||||||||||||
Total Net | Gross | Operating | (Loss)/ | Net | Share | ||||||||||||||||||||||||||
(Loss)/ | Income | (Loss)/ | |||||||||||||||||||||||||||||
Before | |||||||||||||||||||||||||||||||
Income | |||||||||||||||||||||||||||||||
Revenue | Margin | Income | Taxes | Income | Basic | Diluted | |||||||||||||||||||||||||
(in thousands, except per share amounts) | |||||||||||||||||||||||||||||||
Fiscal Year Ended September 27, 2013 | |||||||||||||||||||||||||||||||
Fourth quarter | $ | 36,043 | $ | 1,098 | $ | (50,874 | ) | $ | (51,665 | ) | $ | (51,770 | ) | -1 | $ | (1.26 | ) | $ | (1.26 | ) | |||||||||||
Third quarter | 35,579 | 21,803 | (3,492 | ) | 1,656 | 1,599 | -2 | 0.04 | 0.04 | ||||||||||||||||||||||
Second quarter | 35,385 | 18,770 | (39,339 | ) | (39,900 | ) | (40,054 | ) | -3 | (1.00 | ) | (1.00 | ) | ||||||||||||||||||
First quarter | 44,394 | 29,300 | 2,521 | 1,148 | 1,077 | 0.03 | 0.03 | ||||||||||||||||||||||||
Fiscal Year Ended September 28, 2012 | |||||||||||||||||||||||||||||||
Fourth quarter | $ | 36,264 | $ | 21,011 | $ | (6,113 | ) | $ | (6,092 | ) | $ | (6,064 | ) | $ | (0.15 | ) | $ | (0.15 | ) | ||||||||||||
Third quarter | 35,451 | 17,265 | (13,208 | ) | (6,689 | ) | (6,854 | ) | -4 | (0.18 | ) | (0.18 | ) | ||||||||||||||||||
Second quarter | 35,359 | 20,520 | (13,839 | ) | (14,101 | ) | (14,235 | ) | -5 | (0.39 | ) | (0.39 | ) | ||||||||||||||||||
First quarter | 33,932 | 19,713 | (5,425 | ) | (5,510 | ) | (5,598 | ) | (0.17 | ) | (0.17 | ) | |||||||||||||||||||
-1 | Includes a goodwill impairment charge of $26.6 million and asset impairment charges of $22.3 million primarily related to the Company’s wireless infrastructure reporting unit. | ||||||||||||||||||||||||||||||
-2 | Includes $6.4 million of other income resulting from the picoChip settlement agreement. | ||||||||||||||||||||||||||||||
-3 | Includes a goodwill impairment charge of $30.5 million relating to the Company’s wireless infrastructure reporting unit. | ||||||||||||||||||||||||||||||
-4 | Includes asset impairment charges of $3.4 million and other income of $7.3 million related to the revaluation of contingent consideration. | ||||||||||||||||||||||||||||||
-5 | Includes restructuring charges of $1.3 million. Also includes acquisition-related costs of $2.3 million and integration costs of $1.8 million related to the acquisition and transition of picoChip to a wholly owned subsidiary of the Company. |
The_Company_Additional_Informa
The Company - Additional Information (Detail) (USD $) | Sep. 27, 2013 | Sep. 28, 2012 | Jun. 27, 2003 |
In Millions, except Share data, unless otherwise specified | |||
Class of Warrant or Right [Line Items] | ' | ' | ' |
Outstanding shares of common stock | 43,360,000 | 41,551,000 | 18,066,689 |
Cash balance | ' | ' | $100 |
Number of warrants issued | 6,300,000 | ' | ' |
Price of common stock | 16.25 | ' | ' |
Warrants unexercised expiry date | 27-Jun-13 | ' | ' |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies - Additional Information (Detail) (USD $) | 12 Months Ended | 0 Months Ended | 12 Months Ended | ||||||||
In Millions, except Per Share data, unless otherwise specified | Sep. 27, 2013 | Sep. 27, 2013 | Sep. 27, 2013 | Nov. 05, 2013 | Dec. 09, 2013 | Sep. 27, 2013 | Sep. 27, 2013 | Sep. 27, 2013 | Sep. 27, 2013 | Sep. 27, 2013 | Sep. 27, 2013 |
Unit | Minimum | Maximum | Subsequent Event | Subsequent Event | Intellectual property | Intellectual property | Furniture and Fixtures | Machinery and Equipment | Machinery and Equipment | Computer Software | |
Wireless Infrastructure | Minimum | Maximum | Minimum | Maximum | |||||||
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash tender offer to acquire all of shares of Company's common stock for a purchase price | ' | ' | ' | $5.05 | ' | ' | ' | ' | ' | ' | ' |
Sale price | ' | ' | ' | ' | $12 | ' | ' | ' | ' | ' | ' |
Percentage of return rights of product | 10.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of list price | 30.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Estimated useful life | ' | '1 year | '12 years | ' | ' | '3 years | '7 years | '10 years | '3 years | '5 years | '3 years |
Measurement period of preliminary purchase price allocation | '1 year | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of reporting units | 4 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Period of product warranty | '5 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payment period of unrecognized tax benefits | '1 year | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Inventories_Detail
Inventories (Detail) (USD $) | Sep. 27, 2013 | Sep. 28, 2012 |
In Thousands, unless otherwise specified | ||
Inventory [Line Items] | ' | ' |
Work-in-process | $4,211 | $3,957 |
Finished goods | 7,056 | 6,525 |
Inventories | $11,267 | $10,482 |
Prepaid_Expenses_and_Other_Cur
Prepaid Expenses and Other Current Assets (Detail) (USD $) | Sep. 27, 2013 | Sep. 28, 2012 |
In Thousands, unless otherwise specified | ||
Prepaid Expenses And Other Current Assets [Line Items] | ' | ' |
Escrow receivable | ' | $3,491 |
Tenant allowance receivable | 1,204 | 3,615 |
Prepaid insurance | 558 | 519 |
Prepaid license fees | 769 | 2,198 |
Other | 1,898 | 674 |
Total prepaid and other current assets | $4,429 | $10,497 |
Property_Plant_and_Equipment_N
Property, Plant and Equipment, Net (Detail) (USD $) | Sep. 27, 2013 | Sep. 28, 2012 |
In Thousands, unless otherwise specified | ||
Property, Plant and Equipment [Line Items] | ' | ' |
Property, Plant and Equipment, Gross | $91,453 | $90,069 |
Accumulated depreciation and amortization | -75,832 | -74,038 |
Property, plant and equipment, net | 15,621 | 16,031 |
Machinery and Equipment | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, Plant and Equipment, Gross | 83,929 | 84,534 |
Leasehold Improvements | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, Plant and Equipment, Gross | $7,524 | $5,535 |
Supplemental_Financial_Stateme2
Supplemental Financial Statement - Additional Information (Detail) (USD $) | 3 Months Ended | 12 Months Ended |
Mar. 29, 2013 | Sep. 27, 2013 | |
Financial Statement Details [Line Items] | ' | ' |
Impairment charge | $500,000 | $500,000 |
Development expenses related to services | ' | 639,000 |
Licensed Intangibles | ' | ' |
Financial Statement Details [Line Items] | ' | ' |
Impairment charge | ' | $13,400,000 |
Weighted-average remaining life | ' | '79 months |
Intangible_Assets_Detail
Intangible Assets (Detail) (USD $) | Sep. 27, 2013 | Sep. 28, 2012 |
In Thousands, unless otherwise specified | ||
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Licensed intangibles | $14,410 | $14,410 |
Accumulated amortization | -2,290 | -918 |
Licensed Intangibles | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Licensed intangibles | 13,179 | 28,145 |
Accumulated amortization | -4,210 | -6,286 |
Licensed intangibles, net | $8,969 | $21,859 |
Amortization_of_License_Agreem
Amortization of License Agreements Included in Cost of Goods Sold (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 27, 2013 | Sep. 28, 2012 | Sep. 30, 2011 |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' |
Cost of goods sold | $3,403 | $3,419 | $2,303 |
Cost of Goods Sold | ' | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' |
Cost of goods sold | $2,031 | $2,501 | $2,303 |
Acquired_Intangibles_Detail
Acquired Intangibles (Detail) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Sep. 27, 2013 | Sep. 28, 2012 |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Acquired intangibles, Gross | $14,410 | $14,410 |
Accumulated amortization | -2,290 | -918 |
Accumulated Impairment | -11,412 | ' |
Acquired intangibles, Net | 708 | 13,492 |
In-process research and development | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Acquired intangibles, Gross | 800 | 800 |
IPR&D Transferred to Developed Technology | -300 | ' |
Accumulated Impairment | -500 | ' |
Acquired intangibles, Net | ' | 800 |
Acquired intangibles, Weighted-Average Useful Life | 'Indefinite | 'Indefinite |
Trade names and trademarks | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Acquired intangibles, Gross | 310 | 310 |
Accumulated amortization | -310 | -136 |
Acquired intangibles, Net | ' | 174 |
Acquired intangibles, Weighted-Average Useful Life | '1 year 6 months | '1 year 6 months |
Developed Technology | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Acquired intangibles, Gross | 11,800 | 11,800 |
IPR&D Transferred to Developed Technology | 300 | ' |
Accumulated amortization | -1,626 | -643 |
Accumulated Impairment | -9,766 | ' |
Acquired intangibles, Net | 708 | 11,157 |
Acquired intangibles, Weighted-Average Useful Life | '12 years | '12 years |
Customer Relationships | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Acquired intangibles, Gross | 1,500 | 1,500 |
Accumulated amortization | -354 | -139 |
Accumulated Impairment | -1,146 | ' |
Acquired intangibles, Net | ' | $1,361 |
Acquired intangibles, Weighted-Average Useful Life | '7 years | '7 years |
Amortization_of_Acquired_Intan
Amortization of Acquired Intangible Assets Included in Costs of Goods Sold and Operating Expense Categories (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 27, 2013 | Sep. 28, 2012 | Sep. 30, 2011 |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' |
Amortization of acquired intangible assets | $3,403 | $3,419 | $2,303 |
Cost of Goods Sold | ' | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' |
Amortization of acquired intangible assets | 983 | 643 | ' |
Selling, General and Administrative | ' | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' |
Amortization of acquired intangible assets | 389 | 275 | ' |
Cost Of Good Sold and Operating Expense | ' | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' |
Amortization of acquired intangible assets | $1,372 | $918 | ' |
Estimated_Future_Amortization_
Estimated Future Amortization of Existing Licensed Intangible Assets (Detail) (Cost of Goods Sold, USD $) | Sep. 27, 2013 |
In Thousands, unless otherwise specified | |
Cost of Goods Sold | ' |
Expected Amortization Expense [Line Items] | ' |
Expected Amortization of Intangibles, 2014 | $1,549 |
Expected Amortization of Intangibles, 2015 | 1,543 |
Expected Amortization of Intangibles, 2016 | 1,493 |
Expected Amortization of Intangibles, 2017 | 1,481 |
Expected Amortization of Intangibles, 2018 | 1,481 |
Expected Amortization of Intangibles, Thereafter | $2,130 |
Change_in_the_Carrying_Amount_
Change in the Carrying Amount of Goodwill (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |
In Thousands, unless otherwise specified | Sep. 27, 2013 | Mar. 29, 2013 | Sep. 27, 2013 |
Goodwill [Line Items] | ' | ' | ' |
Goodwill as a result of the picoChip acquisition | ' | ' | $57,110 |
Balance as of September 28, 2012 | ' | ' | 57,110 |
Change in carrying value during the first quarter of fiscal 2013 | ' | ' | -48 |
Impairment loss recorded in fiscal 2013 | -26,600 | -30,500 | -57,062 |
Balance as of September 27, 2013 | ' | ' | ' |
Second Quarter | ' | ' | ' |
Goodwill [Line Items] | ' | ' | ' |
Impairment loss recorded in fiscal 2013 | ' | ' | -30,466 |
Fourth Quarter | ' | ' | ' |
Goodwill [Line Items] | ' | ' | ' |
Impairment loss recorded in fiscal 2013 | ' | ' | ($26,596) |
Deferred_Income_on_Sales_to_Di
Deferred Income on Sales to Distributors (Detail) (USD $) | Sep. 27, 2013 | Sep. 28, 2012 |
In Thousands, unless otherwise specified | ||
Deferred Revenue Arrangement [Line Items] | ' | ' |
Deferred revenue on shipments to distributors | $3,794 | $4,721 |
Deferred cost of goods sold on shipments to distributors | -425 | -361 |
Reserves | 36 | 36 |
Deferred income on sales to distributors | $3,405 | $4,396 |
Details_of_Other_Liabilities_D
Details of Other Liabilities (Detail) (USD $) | Sep. 27, 2013 | Sep. 28, 2012 |
In Thousands, unless otherwise specified | ||
Current | ' | ' |
Deferred rent | $769 | $53 |
Capital lease obligations | 41 | 321 |
Accrued royalties | 550 | 379 |
Accrued license fees | 137 | 860 |
Accrued income taxes | 513 | 707 |
Restructuring | 141 | 427 |
Accrued interest | 822 | 913 |
Escrow payable | ' | 3,491 |
Accrued professional fees | 426 | 837 |
Other | 2,102 | 2,673 |
Total other current liabilities | 5,501 | 10,661 |
Long-term | ' | ' |
Deferred rent | 5,143 | 5,044 |
Capital lease obligations | ' | 68 |
Licensed intangibles payable | ' | 699 |
Other | 1,015 | 956 |
Total other liabilities | $6,158 | $6,767 |
AntiDilutive_Shares_Excluded_f
Anti-Dilutive Shares Excluded from Calculation of Diluted Net Loss Per Share (Detail) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 27, 2013 | Sep. 28, 2012 | Sep. 30, 2011 |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' |
Anti-dilutive shares excluded from the calculation of diluted net loss per share | 11,617 | 21,823 | 12,372 |
6.75% Convertible Senior Notes | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' |
Anti-dilutive shares excluded from the calculation of diluted net loss per share | 8,205 | 8,205 | ' |
6.50% Convertible Senior Notes | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' |
Anti-dilutive shares excluded from the calculation of diluted net loss per share | ' | 3,165 | 3,165 |
Stock Awards | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' |
Anti-dilutive shares excluded from the calculation of diluted net loss per share | 3,318 | 4,193 | 3,042 |
Employee Stock Purchase Plan Shares | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' |
Anti-dilutive shares excluded from the calculation of diluted net loss per share | 94 | 151 | 56 |
Warrants | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' |
Anti-dilutive shares excluded from the calculation of diluted net loss per share | ' | 6,109 | 6,109 |
Supplemental_Cash_Flow_Informa
Supplemental Cash Flow Information (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 27, 2013 | Sep. 28, 2012 | Sep. 30, 2011 |
Supplemental Cash Flow Information [Line Items] | ' | ' | ' |
Interest paid | $4,099 | $1,618 | $975 |
Income taxes paid, net of refunds received | 567 | 398 | 751 |
Non-cash investing and financing activities consisted of the following: | ' | ' | ' |
Purchase of property and equipment through capital leasing arrangements | ' | 113 | ' |
Contingent consideration payable in connection with business acquisition | ' | 10,038 | ' |
Unpaid purchases of property and equipment | 407 | 41 | 531 |
Unpaid licenses of intellectual property | 137 | 542 | 3,184 |
Issuance of equity in a business acquisition | ' | 33,791 | ' |
Leasehold improvements paid by landlord | 1,076 | ' | ' |
Reclassification of prepaid assets to purchased intangibles | $145 | ' | ' |
Direct_Customers_andor_Distrib
Direct Customers and/or Distributors Accounted for Ten Percent or More of Net Revenue (Detail) (Sales Revenue, Net) | 12 Months Ended | ||
Sep. 27, 2013 | Sep. 28, 2012 | Sep. 30, 2011 | |
Customer A | ' | ' | ' |
Revenue, Major Customer [Line Items] | ' | ' | ' |
Direct customers and/or distributors accounted for 10% or more of net revenue | 28.00% | 25.00% | 23.00% |
Customer B | ' | ' | ' |
Revenue, Major Customer [Line Items] | ' | ' | ' |
Direct customers and/or distributors accounted for 10% or more of net revenue | 19.00% | 21.00% | 19.00% |
Direct_Customers_andor_Distrib1
Direct Customers and/or Distributors Accounted for Ten Percent or More of Total Accounts Receivable (Detail) (Accounts Receivable) | 12 Months Ended | |
Sep. 27, 2013 | Sep. 28, 2012 | |
Customer A | ' | ' |
Revenue, Major Customer [Line Items] | ' | ' |
Direct customers and/or distributors accounted for 10% or more of total accounts receivable | 23.00% | 19.00% |
Customer B | ' | ' |
Revenue, Major Customer [Line Items] | ' | ' |
Direct customers and/or distributors accounted for 10% or more of total accounts receivable | 16.00% | 13.00% |
Customer C | ' | ' |
Revenue, Major Customer [Line Items] | ' | ' |
Direct customers and/or distributors accounted for 10% or more of total accounts receivable | 10.00% | 2.00% |
Impairment_Additional_Informat
Impairment - Additional Information (Detail) (USD $) | 3 Months Ended | 12 Months Ended | 3 Months Ended | 3 Months Ended | 12 Months Ended | 3 Months Ended | ||||||||||||
Sep. 27, 2013 | Mar. 29, 2013 | Sep. 27, 2013 | Sep. 28, 2012 | Sep. 27, 2013 | Mar. 29, 2013 | Sep. 27, 2013 | Sep. 27, 2013 | Mar. 29, 2013 | Jun. 29, 2012 | Mar. 29, 2013 | Jun. 29, 2012 | Sep. 27, 2013 | Sep. 27, 2013 | Sep. 27, 2013 | Sep. 27, 2013 | Sep. 27, 2013 | Sep. 27, 2013 | |
Market Based | Income Approach Valuation | Income Approach Valuation | Market Approach Valuation Technique [Member] | Photomask | Photomask | Licensed Intangibles | Licensed Intangibles | Licensed Intangibles | Licensed Intangibles | Licensed Intangibles | Developed Technology | Customer Relationships | In-process research and development | |||||
Cost of Goods, Total | Wireless Infrastructure | Wireless Infrastructure | Wireless Infrastructure | Wireless Infrastructure | ||||||||||||||
Asset Impairment Charges [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Impairment charge | ' | ' | $23,571,000 | $3,385,000 | ' | ' | ' | ' | $439,000 | ' | $2,000,000 | ' | ' | $621,000 | $10,800,000 | $9,800,000 | $1,100,000 | $103,000 |
Impairment of indefinite-lived intangible assets | ' | 500,000 | 500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 13,400,000 | ' | ' | ' | ' | ' |
Discount rate premium to the wireless infrastructure's WACC | ' | 2.00% | ' | ' | ' | 21.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cost of goods sold, Licenses cost | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,600,000 | ' | 1,800,000 | ' | ' | ' | ' | ' | ' |
Fair value, Licenses cost | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | ' | 0 | ' | ' | ' | ' | ' | ' |
Goodwill impairment | $26,600,000 | $30,500,000 | $57,062,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair value of reporting units | ' | ' | ' | ' | 85.00% | ' | 5.00% | 10.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Income_Approach_Valuation_Assu
Income Approach Valuation Assumptions (Detail) | 3 Months Ended |
Mar. 29, 2013 | |
Fair Value Assumptions Disclosure [ Line Items] | ' |
Discount rate | 2.00% |
Tax rate | 29.30% |
Risk free rate | 2.70% |
Peer company beta | 1.32% |
Country risk adjustment for foreign operations | 0.70% |
Income Approach Valuation | ' |
Fair Value Assumptions Disclosure [ Line Items] | ' |
Discount rate | 21.00% |
Perpetual growth rate | 4.00% |
Business_Combination_Additiona
Business Combination - Additional Information (Detail) (USD $) | 0 Months Ended | 1 Months Ended | 3 Months Ended | 12 Months Ended | 6 Months Ended | ||||||||||
Share data in Millions, except Per Share data, unless otherwise specified | Feb. 06, 2012 | Apr. 26, 2013 | Jun. 28, 2013 | Jun. 29, 2012 | Sep. 27, 2013 | Sep. 28, 2012 | Sep. 30, 2011 | Sep. 27, 2013 | Sep. 27, 2013 | Sep. 27, 2013 | Sep. 27, 2013 | Mar. 29, 2013 | Sep. 28, 2012 | Sep. 28, 2012 | Mar. 29, 2013 |
Trade names and trademarks | Customer Relationships | Developed Technology | Business Development Earnout | Product Development Earnout | Product Development Earnout | Product Development Earnout | Before close of the acquisition | ||||||||
Maximum | Minimum | Product Development Earnout | |||||||||||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair value of consideration transferred | $64,308,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amount paid in cash for business acquisition | 26,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares issued upon acquisition | 5.2 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, par value | $0.01 | ' | ' | ' | $0.01 | $0.01 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Assumed liabilities | 6,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Reduction in cash consideration, offset by cash | 383,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amount paid in cash for business acquisition | 20,479,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash consideration transferred upon close of acquisition, escrow deposit | 14,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payment of outstanding debt | 6,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Reduction in goodwill due to decrease in assumed liabilities | ' | ' | ' | ' | ' | 529,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum earnout payments related to the revenue milestone | ' | ' | ' | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Earnout's fair value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | ' | 4,500,000 | 2,500,000 | ' |
Offsetting employee termination expenses and costs expected to be incurred to achieve product development earnout, estimated | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 634,000 | ' | ' | ' |
Contingent Consideration Liability | ' | ' | ' | ' | ' | 1,876,000 | ' | ' | ' | ' | ' | 2,500,000 | ' | ' | 1,900,000 |
Revaluation of contingent consideration | ' | -1,900,000 | -1,900,000 | 7,300,000 | -10,000 | -8,162,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash consideration transferred upon close of acquisition, escrow deposit | ' | 3,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Expected cash collection | ' | 1,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Other income | ' | 6,400,000 | ' | ' | 7,557,000 | 9,341,000 | 1,608,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Fair value of accounts receivables acquired | 1,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accounts receivables acquired, gross contractual amount | 1,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accounts receivables acquired, gross contractual amount | 105,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Intangible assets, fair value, amortized using straight-line method, estimated period of use | ' | ' | ' | ' | ' | ' | ' | '18 months | '7 years | '12 years | ' | ' | ' | ' | ' |
Excluded professional and transaction-related fees incurred | ' | ' | ' | ' | ' | 8,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Excluded restructuring charges incurred | ' | ' | ' | ' | ' | 892,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Profit acquired inventory | ' | ' | ' | ' | ' | $986,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
AcquisitionDate_Fair_Value_of_
Acquisition-Date Fair Value of Consideration Transferred (Detail) (USD $) | 0 Months Ended | |
In Thousands, unless otherwise specified | Feb. 06, 2012 | Sep. 28, 2012 |
Business Acquisition [Line Items] | ' | ' |
Cash | $20,479 | ' |
Contingent consideration | ' | 1,876 |
Total | 64,308 | ' |
picoChip settlement agreement | ' | ' |
Business Acquisition [Line Items] | ' | ' |
Cash | 20,479 | ' |
Common stock | 33,791 | ' |
Contingent consideration | 10,038 | ' |
Total | $64,308 | ' |
Summary_of_Estimated_Fair_Valu
Summary of Estimated Fair Values of Assets Acquired and Liabilities Assumed (Detail) (USD $) | Sep. 27, 2013 | Sep. 28, 2012 | Feb. 06, 2012 |
Assets acquired: | ' | ' | ' |
Cash and cash equivalents | ' | ' | $383,000 |
Intangible assets | ' | ' | ' |
Goodwill | ' | 57,110,000 | ' |
picoChip settlement agreement | ' | ' | ' |
Assets acquired: | ' | ' | ' |
Cash and cash equivalents | ' | ' | 383,000 |
Receivables | ' | ' | 1,401,000 |
Inventories | ' | ' | 1,939,000 |
Prepaid expenses and other current assets | ' | ' | 4,230,000 |
Capital lease | ' | ' | 178,000 |
Property, plant and equipment, net | ' | ' | 2,475,000 |
Intangible assets | ' | ' | ' |
Goodwill | ' | ' | 57,110,000 |
Total assets acquired | ' | ' | 82,126,000 |
Liabilities assumed: | ' | ' | ' |
Accounts payable | ' | ' | 4,904,000 |
Accrued compensation and benefits | ' | ' | 3,215,000 |
Deferred revenue | ' | ' | 2,890,000 |
Other current liabilities | ' | ' | 6,606,000 |
Capital lease obligation | ' | ' | 203,000 |
Total liabilities assumed | ' | ' | 17,818,000 |
Purchase price | ' | ' | 64,308,000 |
picoChip settlement agreement | Trade Names and Trademarks | ' | ' | ' |
Intangible assets | ' | ' | ' |
Intangible assets | ' | ' | 310,000 |
picoChip settlement agreement | Developed Technology | ' | ' | ' |
Intangible assets | ' | ' | ' |
Intangible assets | ' | ' | 11,800,000 |
picoChip settlement agreement | Customer Relationships | ' | ' | ' |
Intangible assets | ' | ' | ' |
Intangible assets | ' | ' | 1,500,000 |
picoChip settlement agreement | In-process research and development | ' | ' | ' |
Intangible assets | ' | ' | ' |
Intangible assets | ' | ' | $800,000 |
Amount_of_Net_Revenue_and_Net_
Amount of Net Revenue and Net Loss of Acquired Entity (Detail) (picoChip settlement agreement, USD $) | 12 Months Ended |
In Thousands, unless otherwise specified | Sep. 28, 2012 |
picoChip settlement agreement | ' |
Business Acquisition [Line Items] | ' |
Net revenue | $9,922 |
Net loss | ($10,097) |
Supplemental_ProForma_Data_Det
Supplemental ProForma Data (Detail) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Sep. 28, 2012 | Sep. 30, 2011 |
Business Combination, Pro Forma Information [Line Items] | ' | ' |
Net revenue | $144,523 | $179,696 |
Net loss | ($37,720) | ($28,864) |
Components_of_the_Provision_fo
Components of the Provision for Income Taxes (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 27, 2013 | Sep. 28, 2012 | Sep. 30, 2011 |
Current: | ' | ' | ' |
Federal | $20 | ' | ' |
Foreign | 444 | 553 | -2,200 |
State and local | 6 | 2 | 6 |
Total current | 470 | 555 | -2,194 |
Deferred: | ' | ' | ' |
Federal | ' | ' | ' |
Foreign | -83 | -196 | 2,435 |
State and local | ' | ' | ' |
Total deferred | -83 | -196 | 2,435 |
Provision for income taxes | $387 | $359 | $241 |
Reconciliation_of_Income_Taxes
Reconciliation of Income Taxes (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 27, 2013 | Sep. 28, 2012 | Sep. 30, 2011 |
Reconciliation Of Income Taxes [Line Items] | ' | ' | ' |
U.S. federal statutory tax at 35% | ($31,066) | ($11,337) | ($180) |
State taxes, net of federal effect | 4 | 1 | 4 |
Foreign income taxes in excess of U.S. | 604 | 351 | 112 |
Goodwill impairment | 3,510 | ' | ' |
Valuation allowance | 26,789 | 10,170 | -135 |
Other | 546 | 1,174 | 440 |
Provision for income taxes | $387 | $359 | $241 |
Loss_Income_Before_Income_Taxe
Loss Income Before Income Taxes (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Sep. 27, 2013 | Jun. 28, 2013 | Mar. 29, 2013 | Dec. 28, 2012 | Sep. 28, 2012 | Jun. 29, 2012 | Mar. 30, 2012 | Dec. 30, 2011 | Sep. 27, 2013 | Sep. 28, 2012 | Sep. 30, 2011 |
Loss Or Income Before Income Taxes [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
(Loss)/income before income taxes | ($51,665) | $1,656 | ($39,900) | $1,148 | ($6,092) | ($6,689) | ($14,101) | ($5,510) | ($88,761) | ($32,392) | ($514) |
United States | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Loss Or Income Before Income Taxes [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
United States | ' | ' | ' | ' | ' | ' | ' | ' | -18,827 | -32,374 | -870 |
Foreign Tax Authority | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Loss Or Income Before Income Taxes [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Foreign | ' | ' | ' | ' | ' | ' | ' | ' | ($69,934) | ($18) | $356 |
Deferred_Income_Tax_Assets_and
Deferred Income Tax Assets and Liabilities (Detail) (USD $) | Sep. 27, 2013 | Sep. 28, 2012 |
In Thousands, unless otherwise specified | ||
Deferred tax assets: | ' | ' |
Inventories | $7,937 | $8,045 |
Deferred revenue | 1,370 | 1,905 |
Accrued compensation and benefits | 980 | 1,058 |
Product returns and allowances | 634 | 557 |
Net operating losses | 247,500 | 242,426 |
Stock options | 7,602 | 6,225 |
Acquisition-related costs | 1,401 | ' |
Goodwill | 16,430 | ' |
Foreign deferred taxes | 329 | 246 |
Property, plant and equipment | ' | 1,802 |
Intangible assets | 12,578 | ' |
Other | 2,665 | 5,581 |
Valuation allowance | -290,459 | -257,886 |
Total deferred tax assets | 8,967 | 9,959 |
Deferred tax liabilities: | ' | ' |
Deferred state taxes | 7,357 | 6,216 |
Property, plant and equipment | 11 | ' |
Intangible assets | ' | 2,412 |
Other income | 1,270 | 761 |
Other liabilities | ' | 324 |
Total deferred tax liabilities | 8,638 | 9,713 |
Net deferred tax assets | $329 | $246 |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Detail) (USD $) | Sep. 27, 2013 | Sep. 28, 2012 | Sep. 30, 2011 | Oct. 01, 2010 | Sep. 27, 2013 | Sep. 27, 2013 | Sep. 27, 2013 | Sep. 27, 2013 |
Stock Options | Domestic Tax Authority | State and Local Jurisdiction | Federal | |||||
Loss Or Income Before Income Taxes [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
U.S. Federal Net operating loss carryforwards | ' | ' | ' | ' | ' | $662,800,000 | $178,700,000 | ' |
Expiration date of operating loss carryforwards | ' | ' | ' | ' | ' | ' | '2033 | '2033 |
Deferred Tax Assets Operating Loss Carry Forward From Exercise Of Stock Options | 247,500,000 | 242,426,000 | ' | ' | 19,300,000 | ' | ' | ' |
Undistributed earnings from foreign subsidiaries | 4,300,000 | ' | ' | ' | ' | ' | ' | ' |
Unrecognized Tax Benefits | 45,592,000 | 45,468,000 | 44,051,000 | 41,860,000 | ' | ' | ' | ' |
Amount of unrecognized tax benefits that affect the effective tax rate | 447,000 | ' | ' | ' | ' | ' | ' | ' |
Unrecognized tax benefits that would not impact effective tax rate | 45,200,000 | ' | ' | ' | ' | ' | ' | ' |
Liability for payment of interest and penalties | $0 | ' | ' | ' | ' | ' | ' | ' |
Reconciliation_of_Beginning_an
Reconciliation of Beginning and Ending Amount of Unrecognized Tax Benefits (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 27, 2013 | Sep. 28, 2012 | Sep. 30, 2011 |
Reconciliation of Unrecognized Tax Benefits [Line Items] | ' | ' | ' |
Unrecognized Tax Benefits, Beginning Balance | $45,468 | $44,051 | $41,860 |
Increase in tax positions for current year | 124 | 1,417 | 2,191 |
Unrecognized Tax Benefits, Ending Balance | $45,592 | $45,468 | $44,051 |
Assets_and_Liabilities_Subject
Assets and Liabilities Subject to Fair Value Measurements on Recurring Basis (Detail) (USD $) | Sep. 28, 2012 |
In Thousands, unless otherwise specified | |
Liabilities | ' |
Contingent consideration | $1,876 |
Fair Value, Measurements, Recurring | ' |
Assets | ' |
Money market fund | 20,040 |
Assets at fair value | 20,040 |
Liabilities | ' |
Contingent consideration | 1,876 |
Liabilities at fair value | 1,876 |
Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 1 | ' |
Assets | ' |
Money market fund | 20,040 |
Assets at fair value | 20,040 |
Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 3 | ' |
Liabilities | ' |
Contingent consideration | 1,876 |
Liabilities at fair value | $1,876 |
Fair_Value_Measurements_Additi
Fair Value Measurements - Additional Information (Detail) (USD $) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Apr. 26, 2013 | Sep. 27, 2013 | Jun. 28, 2013 | Jun. 29, 2012 | Sep. 27, 2013 | Sep. 28, 2012 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' | ' | ' | ' |
Revaluation of contingent consideration | ($1,900,000) | ' | ($1,900,000) | $7,300,000 | ($10,000) | ($8,162,000) |
Money market fund transferred to cash concentration account | ' | $54,000 | ' | ' | ' | ' |
Revolving_Credit_Facilities_an2
Revolving Credit Facilities and Long-Term Debt - Additional Information (Detail) (USD $) | 3 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | |||||||||||||||||||
Mar. 29, 2013 | Sep. 27, 2013 | Sep. 28, 2012 | Sep. 27, 2013 | Sep. 27, 2013 | Sep. 27, 2013 | Sep. 27, 2013 | Sep. 27, 2013 | Sep. 27, 2013 | Sep. 27, 2013 | Sep. 27, 2013 | Sep. 27, 2013 | Sep. 27, 2013 | Feb. 06, 2012 | Sep. 27, 2013 | Feb. 06, 2012 | Sep. 27, 2013 | Sep. 28, 2012 | Sep. 27, 2013 | Sep. 28, 2012 | Sep. 27, 2013 | Sep. 27, 2013 | Aug. 01, 2013 | Sep. 27, 2013 | Sep. 28, 2012 | Sep. 30, 2011 | Jul. 30, 2008 | |
Third quarter of fiscal 2013 | Third quarter of fiscal 2013 | Each fiscal quarter subsequent to the third quarter of fiscal 2013 | Minimum | Minimum | Minimum | Maximum | Maximum | Maximum | Term Loan Facility | Term Loan Facility | Revolving Credit Facility | Revolving Credit Facility | 6.75% Convertible Senior Notes | 6.75% Convertible Senior Notes | 6.75% Convertible Senior Notes | 6.75% Convertible Senior Notes | Redeem all or any part of convertible notes on or after June 15, 2013 | Redeem all or any part of convertible notes on or after June 15, 2013 | 6.50% Convertible Senior Notes | 6.50% Convertible Senior Notes | 6.50% Convertible Senior Notes | 6.50% Convertible Senior Notes | 3.75% Convertible Senior Notes | ||||
Scenario 1 | Scenario 2 | Scenario 2 | Base rate plus 1.25% | LIBOR rate plus 3.25% | Base rate plus 1.25% | LIBOR rate plus 3.25% | D | Fair Value, Inputs, Level 3 | Fair Value, Inputs, Level 3 | Make-Whole Premium | Make-Whole Premium | ||||||||||||||||
Minimum | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt instrument face amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $15,000,000 | ' | ' | $32,000,000 | $32,000,000 | ' | ' | ' | ' | ' | $15,000,000 | $15,000,000 | ' | $15,000,000 |
Net proceeds from offering of debt after deducting discounts | ' | ' | 30,560,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 30,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible senior note, percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6.75% | ' | ' | ' | ' | ' | ' | 6.50% | ' | ' | 3.75% |
Debt instrument, maturity date | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6-Feb-17 | ' | ' | ' | 15-Jun-17 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Notes converted, common stock at an initial conversion rate, shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 256.4103 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Principal amount per convertible note | ' | $1,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock conversion price | ' | $3.90 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $3.90 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Repurchase price, percentage on principal amount, plus accrued and unpaid interest | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Sale price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $3 | ' | ' | ' | ' | ' |
Payment to pay stock holder | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 97.00% | ' | ' | ' | ' | ' | ' |
Trading days prior to notice of conversion | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Minimum percentage of common stock conversion price resulting in redemption of cash all and full part of notes | ' | 150.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Consecutive trading days which stock price must exceed conversion price for conversion | ' | '20 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Trading period in which consecutive excess of conversion price threshold will occur in | ' | '30 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Financing aggregate principal amount not to exceed | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 35,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Contingent obligation in other liability | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 163,000 | 182,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Assumed volatility | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 60.00% | 75.00% | 60.00% | 75.00% | ' | ' | ' | ' | ' | ' | ' |
Debt discount rate | 2.70% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8.00% | 9.00% | ' | ' | ' | ' | ' | ' | ' |
Expected stock return percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.05% | 0.62% | ' | ' | ' | ' | ' | ' | ' |
Share price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $3.13 | $3.46 | ' | ' | ' | ' | ' | ' | ' |
Estimated Fair Value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 33,500,000 | 35,900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Discount rate | 2.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8.00% | 9.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Discount for lack of marketability | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10.00% | 10.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt issuance costs | ' | 365,000 | 463,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 492,000 | ' | ' | ' | ' | ' | ' | 537,000 | ' | ' | ' |
Revolving credit facility | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 12,500,000 | 20,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding balance on the term loan | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 14,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Term loan, first quarterly installments payment date | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 31-Mar-13 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Term loan, frequency of periodic payment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'quarterly | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Quarterly principal payments due for each quarter during calendar year 2013 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 375,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Quarterly principal payments due for each quarter during calendar year 2014 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 750,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Quarterly principal payments due for each quarter during calendar year 2015 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Quarterly principal payments due for each quarter during calendar year 2016 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revolving credit facility maturity date | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6-Feb-17 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding balance on the revolving credit facility eligible borrowing | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 12,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of credit facility borrowing base | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 16,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total amount available under the revolving credit facility | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revolving credit facility, minimum borrowing maintenance | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revolving credit facility as long-term liability | ' | 8,000,000 | 8,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Prime rate or LIBOR rate, floor percentage | ' | 0.75% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Facility, basis spread on variable rate | ' | ' | ' | ' | ' | ' | ' | 1.25% | 3.25% | ' | 1.75% | 3.75% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revolving credit facility, interest rate | ' | 4.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total interest expense incurred on term loan facility and revolving credit facility | ' | 1,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,179,000 | 603,000 | ' | ' | ' | ' | ' | 813,000 | 975,000 | 975,000 | ' |
Fee payable, percentage of average daily unused portion of the credit facility | ' | ' | ' | ' | ' | ' | 0.25% | ' | ' | 0.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Required minimum cash and cash equivalent balance | ' | ' | ' | 20,000,000 | 20,000,000 | 15,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Required minimum liquidity ratio | ' | ' | ' | 1.4 | 1.4 | 1.25 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Required minimum fixed charge coverage ratio | ' | ' | ' | ' | ' | 1.10% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt issuance costs, net of accumulated amortization | ' | 252,000 | 448,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accrued and unpaid interest | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100,000 | ' | ' | ' |
Debt exchange, transaction fees | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 900,000 | ' | ' | ' |
Repayment of convertible senior notes | ' | $15,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $15,000,000 | ' | ' | ' | ' |
Balance_Sheet_Information_Rela
Balance Sheet Information Related to Convertible Senior Notes (Detail) (USD $) | Sep. 27, 2013 | Sep. 28, 2012 |
In Thousands, unless otherwise specified | ||
6.75% Convertible Senior Notes | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Principal value of the liability component | $32,000 | $32,000 |
Unamortized discount of the liability component | -1,168 | -1,484 |
Net carrying value of the liability component | 30,832 | 30,516 |
6.50% Convertible Senior Notes | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Principal value of the liability component | 15,000 | 15,000 |
Unamortized discount of the liability component | ' | -366 |
Net carrying value of the liability component | ' | $14,634 |
Interest_Expense_Information_R
Interest Expense Information Related to Convertible Senior Notes (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 27, 2013 | Sep. 28, 2012 | Sep. 30, 2011 |
Debt Instrument [Line Items] | ' | ' | ' |
Interest expense - coupon | $1,100 | ' | ' |
6.75% Convertible Senior Notes | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Interest expense - coupon | 2,179 | 603 | ' |
Interest expense - debt discount amortization | 316 | 94 | ' |
Total | 2,495 | 697 | ' |
Effective interest rate on the liability for the period | 7.80% | 7.47% | 0.00% |
6.50% Convertible Senior Notes | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Interest expense - coupon | 813 | 975 | 975 |
Interest expense - debt discount amortization | 366 | 418 | 406 |
Total | $1,179 | $1,393 | 1,381 |
Effective interest rate on the liability for the period | 9.43% | 9.29% | 9.21% |
Estimated_Amortization_Expense
Estimated Amortization Expense Debt Discount Related to Convertible Senior Notes (Detail) (6.75% Convertible Senior Notes, USD $) | Sep. 27, 2013 |
In Thousands, unless otherwise specified | |
6.75% Convertible Senior Notes | ' |
Debt Instrument [Line Items] | ' |
2014 | $315 |
2015 | 315 |
2016 | 315 |
2017 | $223 |
Aggregate_Maturities_Long_Term
Aggregate Maturities Long Term Debt (Detail) (USD $) | Sep. 27, 2013 |
In Thousands, unless otherwise specified | |
Debt Instrument [Line Items] | ' |
2014 | $2,250 |
2015 | 3,750 |
2016 | 5,250 |
2017 | 47,484 |
Thereafter | ' |
Total long-term debt | $58,734 |
Commitments_Additional_Informa
Commitments - Additional Information (Detail) (USD $) | 0 Months Ended | 12 Months Ended | ||
In Millions, unless otherwise specified | Apr. 10, 2012 | Sep. 27, 2013 | Sep. 28, 2012 | Sep. 30, 2011 |
Operating Leased Assets [Line Items] | ' | ' | ' | ' |
Lease expiration date | ' | 31-Dec-19 | ' | ' |
Fixed monthly rent | ' | 'January 1, 2013 through July 31, 2013 | ' | ' |
Rent expense | $4.50 | $4.90 | $5.10 | $4 |
Period of leasehold | ' | '93 months | ' | ' |
Rent abatement | ' | 1.2 | ' | ' |
Landlord contribution | ' | $4.50 | ' | ' |
Maximum | ' | ' | ' | ' |
Operating Leased Assets [Line Items] | ' | ' | ' | ' |
Land leased by the Company | 97,000 | ' | ' | ' |
Minimum | ' | ' | ' | ' |
Operating Leased Assets [Line Items] | ' | ' | ' | ' |
Land leased by the Company | 88,000 | ' | ' | ' |
Companys_Minimum_Future_Obliga
Company's Minimum Future Obligations under Operating Leases (Detail) (USD $) | Sep. 27, 2013 |
In Thousands, unless otherwise specified | |
Operating Leases Disclosure [Line Items] | ' |
2014 | $4,813 |
2015 | 3,703 |
2016 | 2,923 |
2017 | 2,696 |
2018 | 2,758 |
Thereafter | 695 |
Total minimum future lease payments | $17,588 |
Amounts_Due_under_Purchase_Obl
Amounts Due under Purchase Obligations (Detail) (USD $) | Sep. 27, 2013 |
In Thousands, unless otherwise specified | |
Long-term Purchase Commitment [Line Items] | ' |
2014 | $6,018 |
2015 | 1,829 |
Total | $7,847 |
Contingencies_Additional_Infor
Contingencies - Additional Information (Detail) (USD $) | Sep. 27, 2013 | Nov. 20, 2013 |
Subsequent Event | ||
LegalMatter | ||
Other [Line Items] | ' | ' |
Number of class action lawsuits filed | ' | 11 |
Loss contingency accrued in period | $0 | ' |
Capital_Stock_Additional_Infor
Capital Stock - Additional Information (Detail) (USD $) | Sep. 27, 2013 | Sep. 28, 2012 | Feb. 06, 2012 | Sep. 27, 2013 | Jun. 28, 2013 | Sep. 27, 2013 | Sep. 27, 2013 | Sep. 27, 2013 |
In Millions, except Share data, unless otherwise specified | Warrants | Warrants | Series A Junior Preferred Stock | Series B Junior Preferred Stock | Common Stock | |||
Vote | ||||||||
Schedule of Capitalization [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, shares authorized | 100,000,000 | 100,000,000 | ' | ' | ' | ' | ' | ' |
Common stock, par value | $0.01 | $0.01 | $0.01 | ' | ' | ' | ' | ' |
Preferred stock, shares authorized | 25,000,000 | 25,000,000 | ' | ' | ' | 2,500,000 | 3,500,000 | ' |
Preferred stock, par value | $0.01 | $0.01 | ' | ' | ' | ' | ' | ' |
Number of securities called by each warrant or right | ' | ' | ' | ' | ' | 0.05 | 0.01 | 1 |
Share price | ' | ' | ' | $17.04 | $16.25 | $20 | $15 | ' |
Rights expiration date | ' | ' | ' | ' | ' | 26-Jun-13 | 28-Feb-15 | ' |
Minimum preferential quarterly dividend | ' | ' | ' | ' | ' | ' | $0.01 | ' |
Number of votes per share | ' | ' | ' | ' | ' | ' | 1 | ' |
Liquidation preference per share | ' | ' | ' | ' | ' | ' | $1 | ' |
Warrant issued | 6,300,000 | ' | ' | 6,000,000 | ' | ' | ' | ' |
Fair value of warrants | ' | ' | ' | $89 | ' | ' | ' | ' |
Warrants and Rights Outstanding | ' | ' | ' | 6,300,000 | ' | ' | ' | ' |
StockBased_Compensation_Additi
Stock-Based Compensation - Additional Information (Detail) | 12 Months Ended | |
Sep. 27, 2013 | Mar. 10, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Estimated forfeiture rate, Minimum | 10.00% | ' |
Estimated forfeiture rate, Maximum | 12.50% | ' |
Estimated dividend yield | 0.00% | ' |
Number of shares that could potentially be called by warrants to purchase common stock | 6,300,000 | ' |
Inducement incentive plan | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Shares of common stock issued to its employees | 500,000 | ' |
2003 Stock Option Plan | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Number of shares that could potentially be called by warrants to purchase common stock | 6,000,000 | ' |
Employee Stock Purchase Plan | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Shares of common stock issued to its employees | ' | 500,000 |
Authorized number of shares reserved for issuance under employee stock purchase plan | 800,000 | ' |
Fair market value determining purchase price | 85.00% | ' |
Payroll deductions authorized | 10.00% | ' |
Stock_Option_Grant_Date_Fair_V
Stock Option Grant Date Fair Value Estimated Using Black-Scholes Pricing Model (Detail) (USD $) | 12 Months Ended | ||
Sep. 27, 2013 | Sep. 28, 2012 | Sep. 30, 2011 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Dividend yield | 0.00% | ' | ' |
Stock Options | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Expected life | '5 years | '2 years 8 months 12 days | '2 years 10 months 24 days |
Risk-free interest rate | 0.90% | 0.30% | 0.80% |
Expected volatility | 84.00% | 65.00% | 97.00% |
Dividend yield | ' | ' | ' |
Weighted-average grant date fair value per share | $2.82 | $2.49 | $4.51 |
Stock Purchase Plan Rights | Fair Value Plan Rights | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Expected life | '6 months | '6 months | '6 months |
Risk-free interest rate | 0.10% | 0.10% | 0.20% |
Expected volatility | 62.00% | 59.00% | 61.00% |
Dividend yield | ' | ' | ' |
Weighted-average grant date fair value per share | $1.30 | $1.38 | $2.65 |
StockBased_Compensation_by_Fun
Stock-Based Compensation by Functional Line Item (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 27, 2013 | Sep. 28, 2012 | Sep. 30, 2011 |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' |
Total stock-based compensation | $11,731 | $10,505 | $5,919 |
Cost of Goods Sold | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' |
Total stock-based compensation | 198 | 138 | 228 |
Research and Development Expense | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' |
Total stock-based compensation | 3,409 | 3,631 | 1,728 |
Selling, General and Administrative | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' |
Total stock-based compensation | $8,124 | $6,736 | $3,963 |
Stock_Option_Activity_Detail
Stock Option Activity (Detail) (USD $) | 12 Months Ended | |||
In Thousands, except Per Share data, unless otherwise specified | Sep. 27, 2013 | Sep. 28, 2012 | Sep. 30, 2011 | Oct. 01, 2010 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Number of Shares outstanding, Beginning | 2,375 | 2,588 | 2,900 | ' |
Weighted-Average Exercise Price, Beginning Balance | $6.71 | $6.93 | $6.41 | ' |
Number of shares, Exercisable | 1,460 | 1,309 | 1,509 | ' |
Number of Shares, Granted | 40 | 489 | 871 | ' |
Number of Shares, Exercised | -157 | -282 | -461 | ' |
Number of shares, Forfeited or Expired | -311 | -420 | -722 | ' |
Number of Shares outstanding, Ending | 1,947 | 2,375 | 2,588 | 2,900 |
Vested and expected to vest | 1,903 | ' | ' | ' |
Number of shares, Exercisable | 1,506 | 1,460 | 1,309 | 1,509 |
Aggregate Intrinsic Value, Beginning Balance | $648 | $2,624 | $8,515 | ' |
Aggregate Intrinsic Value, Exercisable | 508 | 1,654 | 2,666 | ' |
Weighted-Average Exercise Price, Granted | $4.29 | $6.06 | $7.58 | ' |
Aggregate Intrinsic Value, Exercised | 294 | 994 | 2,217 | ' |
Weighted-Average Exercise Price, Exercised | $2.08 | $2.48 | $2.97 | ' |
Aggregate Intrinsic Value, Ending Balance | 313 | 648 | 2,624 | 8,515 |
Weighted-Average Exercise Price, Forfeited or Expired | $9.34 | $10.16 | $8.18 | ' |
Aggregate Intrinsic Value, Vested and Expected to Vest | 312 | ' | ' | ' |
Weighted-Average Exercise Price, Ending Balance | $6.61 | $6.71 | $6.93 | $6.41 |
Aggregate Intrinsic Value, Exercisable, Ending Balance | 303 | 508 | 1,654 | 2,666 |
Weighted-Average Exercise Price, Vested and Expected to Vest | $6.62 | ' | ' | ' |
Weighted-Average Exercise Price, Exercisable | $6.61 | $6.63 | $7.69 | $9 |
Remaining Years to Vest, Service-based | '10 months 24 days | ' | ' | ' |
Weighted-Average Remaining Contractual Term | '4 years 9 months 18 days | '5 years 1 month 6 days | '5 years 4 months 24 days | '4 years 9 months 18 days |
Weighted-Average Remaining Contractual Term, Vested and Expected to vest | '4 years 8 months 12 days | ' | ' | ' |
Weighted-Average Remaining Contractual Term, Exercisable | '4 years 3 months 18 days | '3 years 10 months 24 days | '3 years 7 months 6 days | '3 years 2 months 12 days |
Service Based | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Remaining Years to Vest, Service-based | '10 months 24 days | ' | ' | ' |
Service Based | Stock Options | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Remaining Unrecognized Compensation Cost, Service-based | $1,258 | ' | ' | ' |
Remaining Years to Vest, Service-based | '9 months 18 days | ' | ' | ' |
Options_to_Purchase_Mind_Speed
Options to Purchase Mind Speed Common Stock Outstanding (Detail) (USD $) | 12 Months Ended |
In Thousands, except Per Share data, unless otherwise specified | Sep. 27, 2013 |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' |
Lower Range of Exercise Prices | $0.85 |
Upper Range of Exercise Prices | $45 |
Number of Shares Outstanding | 1,947 |
Average Remaining Contractual Life (Years) | '4 years 9 months 18 days |
Weighted-Average Exercise Price Outstanding | $6.61 |
Number of Shares Exercisable | 1,506 |
Weighted-Average Exercise Price Exercisable | $6.61 |
$0.85 - $3.50 | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' |
Lower Range of Exercise Prices | $0.85 |
Upper Range of Exercise Prices | $3.50 |
Number of Shares Outstanding | 317 |
Average Remaining Contractual Life (Years) | '4 years 1 month 6 days |
Weighted-Average Exercise Price Outstanding | $2.14 |
Number of Shares Exercisable | 288 |
Weighted-Average Exercise Price Exercisable | $2.08 |
3.71 - 5.96 | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' |
Lower Range of Exercise Prices | $3.71 |
Upper Range of Exercise Prices | $5.96 |
Number of Shares Outstanding | 322 |
Average Remaining Contractual Life (Years) | '4 years 2 months 12 days |
Weighted-Average Exercise Price Outstanding | $4.28 |
Number of Shares Exercisable | 285 |
Weighted-Average Exercise Price Exercisable | $4.20 |
6.24 - 6.28 | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' |
Lower Range of Exercise Prices | $6.24 |
Upper Range of Exercise Prices | $6.28 |
Number of Shares Outstanding | 397 |
Average Remaining Contractual Life (Years) | '6 years 3 months 18 days |
Weighted-Average Exercise Price Outstanding | $6.28 |
Number of Shares Exercisable | 200 |
Weighted-Average Exercise Price Exercisable | $6.28 |
6.34 - 8.28 | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' |
Lower Range of Exercise Prices | $6.34 |
Upper Range of Exercise Prices | $8.28 |
Number of Shares Outstanding | 398 |
Average Remaining Contractual Life (Years) | '4 years 8 months 12 days |
Weighted-Average Exercise Price Outstanding | $6.98 |
Number of Shares Exercisable | 325 |
Weighted-Average Exercise Price Exercisable | $6.98 |
8.31 - 9.73 | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' |
Lower Range of Exercise Prices | $8.31 |
Upper Range of Exercise Prices | $9.73 |
Number of Shares Outstanding | 349 |
Average Remaining Contractual Life (Years) | '5 years 8 months 12 days |
Weighted-Average Exercise Price Outstanding | $8.69 |
Number of Shares Exercisable | 245 |
Weighted-Average Exercise Price Exercisable | $8.71 |
10.00 - 45.00 | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' |
Lower Range of Exercise Prices | $10 |
Upper Range of Exercise Prices | $45 |
Number of Shares Outstanding | 164 |
Average Remaining Contractual Life (Years) | '1 year 8 months 12 days |
Weighted-Average Exercise Price Outstanding | $15.28 |
Number of Shares Exercisable | 163 |
Weighted-Average Exercise Price Exercisable | $15.32 |
Stock_Award_Activity_Detail
Stock Award Activity (Detail) (USD $) | 12 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Sep. 27, 2013 | Sep. 28, 2012 | Sep. 30, 2011 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Nonvested Shares, Beginning Balance | 2,620 | 2,055 | 680 |
Number of Shares, Granted | 1,736 | 1,770 | 1,856 |
Number of Shares, Vested | -1,572 | -850 | -270 |
Number of Shares, Forfeited | -279 | -355 | -211 |
Nonvested Shares, Ending Balance | 2,505 | 2,620 | 2,055 |
Nonvested Shares, Weighted- Average Grant Date Fair Value, Beginning Balance | $6.29 | $7.74 | $6.64 |
Weighted- Average Grant Date Fair Value, Granted | $4.32 | $5.78 | $7.86 |
Weighted- Average Grant Date Fair Value, Vested | $6.24 | $7.58 | $5.50 |
Weighted- Average Grant Date Fair Value, Forfeited | $7.42 | $6.94 | $7.35 |
Nonvested Shares, Weighted- Average Grant Date Fair Value, Ending Balance | $5.15 | $6.29 | $7.74 |
Fair Value of Shares, Vested | $5,633 | $4,005 | $1,898 |
Remaining Unrecognized Compensation Cost, Vesting Condition | 10,554 | ' | ' |
Remaining Years to Vest, Vesting Condition | '10 months 24 days | ' | ' |
Service Based | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Remaining Unrecognized Compensation Cost, Vesting Condition | 10,079 | ' | ' |
Remaining Years to Vest, Vesting Condition | '10 months 24 days | ' | ' |
Market Based | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Remaining Unrecognized Compensation Cost, Vesting Condition | $475 | ' | ' |
Remaining Years to Vest, Vesting Condition | '1 year 3 months 18 days | ' | ' |
Restructuring_Charges_Addition
Restructuring Charges - Additional Information (Detail) (USD $) | 12 Months Ended | 3 Months Ended | 12 Months Ended | |||
Sep. 27, 2013 | Sep. 28, 2012 | Sep. 30, 2011 | Sep. 30, 2011 | Sep. 27, 2013 | Sep. 27, 2013 | |
Fiscal 2011 Restructuring Plan | Fiscal 2012 Restructuring Plan | Fiscal 2012 Restructuring Plan | ||||
Total Restructuring Plan | ||||||
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' | ' | ' |
Restructuring charges | $2,462,000 | $2,054,000 | $1,032,000 | ' | $3,300,000 | ' |
Restructuring charges related to severance costs | ' | ' | ' | 1,200,000 | 3,100,000 | ' |
Contractual obligations on vacated space | ' | ' | ' | ' | 210,000 | ' |
Total charges incurred | ' | ' | ' | ' | ' | $3,300,000 |
Activity_and_Liability_Balance
Activity and Liability Balances Related to Restructuring Plan (Detail) (USD $) | 3 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended | ||||||
In Thousands, unless otherwise specified | Mar. 30, 2012 | Sep. 27, 2013 | Sep. 28, 2012 | Sep. 30, 2011 | Sep. 28, 2012 | Sep. 27, 2013 | Sep. 28, 2012 | Sep. 27, 2013 | Sep. 27, 2013 | Sep. 27, 2013 | Sep. 28, 2012 | Sep. 30, 2011 |
Fiscal 2012 Restructuring Plan | Fiscal 2012 Restructuring Plan | Fiscal 2012 Restructuring Plan | Fiscal 2012 Restructuring Plan | Fiscal 2012 Restructuring Plan | Restructuring Fiscal 2011 Plan | Restructuring Fiscal 2011 Plan | Restructuring Fiscal 2011 Plan | |||||
Workforce Reduction | Workforce Reduction | Facilities And Other | ||||||||||
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Charges to costs and expenses | $1,300 | $2,462 | $2,054 | $1,032 | $766 | $2,495 | $766 | $2,285 | $210 | ' | $138 | $1,091 |
Cash payments | ' | ' | ' | ' | -403 | -2,729 | -403 | -2,657 | -72 | -18 | -995 | -189 |
Non-cash adjustments | ' | ' | ' | ' | 19 | -6 | 19 | ' | -6 | -27 | ' | ' |
Restructuring balance, Ending | ' | ' | ' | ' | $382 | $142 | $382 | $10 | $132 | ' | $45 | $902 |
Employee_Benefit_Plans_Detail
Employee Benefit Plans (Detail) (USD $) | 12 Months Ended | ||
Sep. 27, 2013 | Sep. 28, 2012 | Sep. 30, 2011 | |
Employee Benefit Plan [Line Items] | ' | ' | ' |
Common stock, shares issued | 238,000 | 40,400 | ' |
Expenses under the retirement savings plans | $836,000 | $333,000 | $1,200,000 |
Amount contributed in cash | ' | $218,000 | $1,200,000 |
Related_Party_Transactions_Add
Related Party Transactions - Additional Information (Detail) (Common Director, USD $) | 1 Months Ended | |||
Jun. 30, 2011 | Sep. 27, 2013 | Sep. 28, 2012 | Sep. 30, 2011 | |
Common Director | ' | ' | ' | ' |
Related Party Transaction [Line Items] | ' | ' | ' | ' |
Aggregate payment upon completion of milestones, including delivery of licensed intellectual property | $6,300,000 | ' | ' | ' |
Obligated payment of royalties additional amount for products sold included in licensed intellectual property, minimum | 2,200,000 | ' | ' | ' |
License fees paid | ' | $5,600,000 | $4,300,000 | $875,000 |
Net_Revenue_by_Product_Line_De
Net Revenue by Product Line (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Sep. 27, 2013 | Jun. 28, 2013 | Mar. 29, 2013 | Dec. 28, 2012 | Sep. 28, 2012 | Jun. 29, 2012 | Mar. 30, 2012 | Dec. 30, 2011 | Sep. 27, 2013 | Sep. 28, 2012 | Sep. 30, 2011 |
Product Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total net revenue | $36,043 | $35,579 | $35,385 | $44,394 | $36,264 | $35,451 | $35,359 | $33,932 | $151,401 | $141,006 | $162,089 |
New Product Lines | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Product Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total net revenue | ' | ' | ' | ' | ' | ' | ' | ' | 151,401 | 141,006 | 162,089 |
New Product Lines | High-Performance Analog | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Product Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total net revenue | ' | ' | ' | ' | ' | ' | ' | ' | 66,081 | 64,667 | 59,240 |
New Product Lines | Communication Processors | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Product Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total net revenue | ' | ' | ' | ' | ' | ' | ' | ' | 65,579 | 64,834 | 100,158 |
New Product Lines | Wireless Infrastructure | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Product Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total net revenue | ' | ' | ' | ' | ' | ' | ' | ' | 13,741 | 10,914 | 191 |
New Product Lines | Intellectual property | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Product Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total net revenue | ' | ' | ' | ' | ' | ' | ' | ' | $6,000 | $591 | $2,500 |
Revenue_By_Geographic_Area_Det
Revenue By Geographic Area (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Sep. 27, 2013 | Jun. 28, 2013 | Mar. 29, 2013 | Dec. 28, 2012 | Sep. 28, 2012 | Jun. 29, 2012 | Mar. 30, 2012 | Dec. 30, 2011 | Sep. 27, 2013 | Sep. 28, 2012 | Sep. 30, 2011 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net revenue | $36,043 | $35,579 | $35,385 | $44,394 | $36,264 | $35,451 | $35,359 | $33,932 | $151,401 | $141,006 | $162,089 |
United States | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net revenue | ' | ' | ' | ' | ' | ' | ' | ' | 28,384 | 21,156 | 30,355 |
Other Americas | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net revenue | ' | ' | ' | ' | ' | ' | ' | ' | 4,529 | 2,692 | 3,495 |
Americas | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net revenue | ' | ' | ' | ' | ' | ' | ' | ' | 32,913 | 23,848 | 33,850 |
Malaysia | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net revenue | ' | ' | ' | ' | ' | ' | ' | ' | 1,259 | 6,162 | 7,116 |
Singapore | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net revenue | ' | ' | ' | ' | ' | ' | ' | ' | 4,923 | 5,318 | 5,921 |
Taiwan | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net revenue | ' | ' | ' | ' | ' | ' | ' | ' | 13,441 | 17,177 | 11,927 |
China | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net revenue | ' | ' | ' | ' | ' | ' | ' | ' | 51,020 | 49,655 | 60,847 |
Japan | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net revenue | ' | ' | ' | ' | ' | ' | ' | ' | 17,615 | 17,693 | 17,879 |
Other Asia Pacific | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net revenue | ' | ' | ' | ' | ' | ' | ' | ' | 18,349 | 11,720 | 11,805 |
Asia Pacific | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net revenue | ' | ' | ' | ' | ' | ' | ' | ' | 106,607 | 107,725 | 115,495 |
Europe, Middle East and Africa | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net revenue | ' | ' | ' | ' | ' | ' | ' | ' | $11,881 | $9,433 | $12,744 |
LongLived_Assets_By_Geographic
Long-Lived Assets By Geographic Area (Detail) (USD $) | Sep. 27, 2013 | Sep. 28, 2012 |
In Thousands, unless otherwise specified | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' |
Long-Lived Assets | $15,621 | $16,031 |
United States | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' |
Long-Lived Assets | 11,362 | 11,346 |
Other Americas | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' |
Long-Lived Assets | 251 | 342 |
Europe, Middle East and Africa | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' |
Long-Lived Assets | 2,874 | 2,873 |
Asia Pacific | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' |
Long-Lived Assets | $1,134 | $1,470 |
Quarterly_Financial_Data_unaud
Quarterly Financial Data (unaudited) (Detail) (USD $) | 3 Months Ended | 12 Months Ended | ||||||||||||||
In Thousands, except Per Share data, unless otherwise specified | Sep. 27, 2013 | Jun. 28, 2013 | Mar. 29, 2013 | Dec. 28, 2012 | Sep. 28, 2012 | Jun. 29, 2012 | Mar. 30, 2012 | Dec. 30, 2011 | Sep. 27, 2013 | Sep. 28, 2012 | Sep. 30, 2011 | |||||
Quarterly Financial Data [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||
Total net revenue | $36,043 | $35,579 | $35,385 | $44,394 | $36,264 | $35,451 | $35,359 | $33,932 | $151,401 | $141,006 | $162,089 | |||||
Gross margin | 1,098 | 21,803 | 18,770 | 29,300 | 21,011 | 17,265 | 20,520 | 19,713 | 70,971 | 78,509 | 101,797 | |||||
Operating (Loss)/Income | -50,874 | -3,492 | -39,339 | 2,521 | -6,113 | -13,208 | -13,839 | -5,425 | -91,184 | -38,585 | -527 | |||||
(Loss)/income before income taxes | -51,665 | 1,656 | -39,900 | 1,148 | -6,092 | -6,689 | -14,101 | -5,510 | -88,761 | -32,392 | -514 | |||||
Net (loss)/income | ($51,770) | [1] | $1,599 | [2] | ($40,054) | [3] | $1,077 | ($6,064) | ($6,854) | [4] | ($14,235) | [5] | ($5,598) | ($89,148) | ($32,751) | ($755) |
Basic | ($1.26) | $0.04 | ($1) | $0.03 | ($0.15) | ($0.18) | ($0.39) | ($0.17) | ($2.21) | ($0.89) | ($0.02) | |||||
Diluted | ($1.26) | $0.04 | ($1) | $0.03 | ($0.15) | ($0.18) | ($0.39) | ($0.17) | ($2.21) | ($0.89) | ($0.02) | |||||
[1] | Includes a goodwill impairment charge of $26.6 million and asset impairment charges of $22.3 million primarily related to the Company's wireless infrastructure reporting unit. | |||||||||||||||
[2] | Includes $6.4 million of other income resulting from the picoChip settlement agreement. | |||||||||||||||
[3] | Includes a goodwill impairment charge of $30.5 million relating to the Company's wireless infrastructure reporting unit. | |||||||||||||||
[4] | Includes asset impairment charges of $3.4 million and other income of $7.3 million related to the revaluation of contingent consideration. | |||||||||||||||
[5] | Includes restructuring charges of $1.3 million. Also includes acquisition-related costs of $2.3 million and integration costs of $1.8 million related to the acquisition and transition of picoChip to a wholly owned subsidiary of the Company. |
Quarterly_Financial_Data_unaud1
Quarterly Financial Data (unaudited) (Parenthetical) (Detail) (USD $) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||
Apr. 26, 2013 | Sep. 27, 2013 | Jun. 28, 2013 | Mar. 29, 2013 | Jun. 29, 2012 | Mar. 30, 2012 | Sep. 27, 2013 | Sep. 28, 2012 | Sep. 30, 2011 | |
Quarterly Financial Data [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Asset impairments | ' | $22,300,000 | ' | ' | $3,400,000 | ' | $24,956,000 | $3,385,000 | $132,000 |
Goodwill impairment | ' | 26,600,000 | ' | 30,500,000 | ' | ' | 57,062,000 | ' | ' |
Other income | 6,400,000 | ' | ' | ' | ' | ' | 7,557,000 | 9,341,000 | 1,608,000 |
Revaluation of contingent consideration | -1,900,000 | ' | -1,900,000 | ' | 7,300,000 | ' | -10,000 | -8,162,000 | ' |
Restructuring charges | ' | ' | ' | ' | ' | 1,300,000 | 2,462,000 | 2,054,000 | 1,032,000 |
Acquisition-related costs | ' | ' | ' | ' | ' | 2,300,000 | 216,000 | 3,777,000 | ' |
Integration costs | ' | ' | ' | ' | ' | 1,800,000 | ' | ' | ' |
picoChip settlement agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Quarterly Financial Data [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Other income | ' | ' | $6,400,000 | ' | ' | ' | ' | ' | ' |
Subsequent_Event_Additional_In
Subsequent Event - Additional Information (Detail) (Subsequent Event, USD $) | 0 Months Ended |
In Millions, except Per Share data, unless otherwise specified | Nov. 05, 2013 |
Subsequent Event | ' |
Subsequent Event [Line Items] | ' |
Cash tender offer to acquire all of shares of Company's common stock for a purchase price | $5.05 |
Termination fee if the company terminates the merger agreement | $9.50 |
Valuation_and_Qualifying_Accou
Valuation and Qualifying Accounts (Detail) (USD $) | 12 Months Ended | |||||
In Thousands, unless otherwise specified | Sep. 27, 2013 | Sep. 28, 2012 | Sep. 30, 2011 | |||
Allowance for doubtful accounts | ' | ' | ' | |||
Valuation and Qualifying Accounts Disclosure [Line Items] | ' | ' | ' | |||
Balance at Beginning of Year | $356 | $376 | $189 | |||
Additions / (Adjustments) Charges to Costs and Expenses | -85 | 166 | 187 | |||
Deductions | -100 | [1] | -186 | [1] | ' | |
Balance at End of Year | 171 | 356 | 376 | |||
Reserve for sales returns and allowances | ' | ' | ' | |||
Valuation and Qualifying Accounts Disclosure [Line Items] | ' | ' | ' | |||
Balance at Beginning of Year | 1,061 | 1,276 | 1,240 | |||
Additions / (Adjustments) Charges to Costs and Expenses | 713 | 244 | 163 | |||
Deductions | -332 | [1] | -459 | [1] | -127 | [1] |
Balance at End of Year | $1,442 | $1,061 | $1,276 | |||
[1] | Deductions in the allowance for doubtful accounts reflect amounts written off. |