Document_and_Entity_Informatio
Document and Entity Information | 6 Months Ended | |
Apr. 04, 2014 | Apr. 22, 2014 | |
Document And Entity Information [Abstract] | ' | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 4-Apr-14 | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q2 | ' |
Entity Registrant Name | 'M/A-COM Technology Solutions Holdings, Inc. | ' |
Entity Central Index Key | '0001493594 | ' |
Current Fiscal Year End Date | '--09-27 | ' |
Entity Filer Category | 'Accelerated Filer | ' |
Entity Common Stock, Shares Outstanding | ' | 47,267,957 |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Apr. 04, 2014 | Sep. 27, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $63,139 | $110,488 |
Accounts receivable, net | 67,913 | 63,526 |
Inventories | 71,937 | 54,908 |
Income taxes receivable | 17,577 | 915 |
Prepaid expenses and other current assets | 17,380 | 6,206 |
Deferred income taxes | 10,423 | 10,404 |
Total current assets | 248,369 | 246,447 |
Property and equipment, net | 48,268 | 32,735 |
Goodwill | 15,840 | 6,750 |
Intangible assets, net | 171,929 | 24,798 |
Deferred income taxes | 72,479 | 404 |
Other assets | 9,393 | 5,501 |
TOTAL ASSETS | 566,278 | 316,635 |
Current liabilities: | ' | ' |
Notes payable | 4,532 | ' |
Accounts payable | 28,520 | 25,986 |
Accrued liabilities | 40,486 | 16,921 |
Income taxes payable | 992 | 20 |
Deferred revenue | 14,899 | 9,231 |
Total current liabilities | 89,429 | 52,158 |
Revolving credit facility | 245,000 | ' |
Warrant liability | 14,657 | 11,873 |
Other long-term liabilities | 8,249 | 3,478 |
Deferred income taxes | ' | 1,985 |
Total liabilities | 357,335 | 69,494 |
Commitments and contingencies (Note 10) | ' | ' |
Stockholders' equity: | ' | ' |
Preferred stock | ' | ' |
Common stock | 47 | 46 |
Additional paid-in capital | 373,011 | 379,780 |
Treasury stock | -330 | -330 |
Accumulated deficit | -163,231 | -132,188 |
Accumulated other comprehensive loss | -554 | -167 |
Total stockholders' equity | 208,943 | 247,141 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $566,278 | $316,635 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Apr. 04, 2014 | Mar. 29, 2013 | Apr. 04, 2014 | Mar. 29, 2013 |
Income Statement [Abstract] | ' | ' | ' | ' |
Revenue | $107,827 | $78,843 | $191,981 | $154,919 |
Cost of revenue | 80,964 | 46,010 | 129,396 | 90,600 |
Gross profit | 26,863 | 32,833 | 62,585 | 64,319 |
Operating expenses: | ' | ' | ' | ' |
Research and development | 20,347 | 11,204 | 32,777 | 21,799 |
Selling, general and administrative | 24,504 | 13,289 | 43,887 | 24,657 |
Contingent consideration | ' | -405 | ' | -577 |
Restructuring charges | 2,635 | ' | 15,725 | ' |
Total operating expenses | 47,486 | 24,088 | 92,389 | 45,879 |
Income (loss) from operations | -20,623 | 8,745 | -29,804 | 18,440 |
Other income (expense) | ' | ' | ' | ' |
Warrant liability expense | -4,066 | -1,069 | -2,784 | -3,095 |
Interest expense | -1,622 | -200 | -2,208 | -426 |
Other income | 1,009 | 86 | 1,087 | 170 |
Total other income (expense) | -4,679 | -1,183 | -3,905 | -3,351 |
Income (loss) before income taxes | -25,302 | 7,562 | -33,709 | 15,089 |
Income tax provision (benefit) | -5,680 | 2,142 | -7,271 | 5,613 |
Income (loss) from continuing operations | -19,622 | 5,420 | -26,438 | 9,476 |
Loss from discontinued operations | -2,500 | ' | -4,605 | ' |
Net income (loss) | ($22,122) | $5,420 | ($31,043) | $9,476 |
Basic income (loss) per share: | ' | ' | ' | ' |
Income (loss) from continuing operations | ($0.42) | $0.12 | ($0.57) | $0.21 |
Loss from discontinued operations | ($0.05) | ' | ($0.10) | ' |
Net income (loss) per share - basic | ($0.47) | $0.12 | ($0.67) | $0.21 |
Diluted income (loss) per share: | ' | ' | ' | ' |
Income (loss) from continuing operations | ($0.42) | $0.11 | ($0.57) | $0.20 |
Loss from discontinued operations | ($0.05) | ' | ($0.10) | ' |
Net income (loss) per share - diluted | ($0.47) | $0.11 | ($0.67) | $0.20 |
Shares used: | ' | ' | ' | ' |
Basic | 46,808 | 45,789 | 46,656 | 45,649 |
Diluted | 46,808 | 47,168 | 46,656 | 46,986 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Comprehensive Income (Loss) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Apr. 04, 2014 | Mar. 29, 2013 | Apr. 04, 2014 | Mar. 29, 2013 |
Amounts Reclassified Out Of Accumulated Other Comprehensive Income Loss [Abstract] | ' | ' | ' | ' |
Net income (loss) | ($22,122) | $5,420 | ($31,043) | $9,476 |
Foreign currency translation loss | -432 | -125 | -387 | -132 |
Total comprehensive income (loss) | ($22,554) | $5,295 | ($31,430) | $9,344 |
Condensed_Consolidated_Stateme2
Condensed Consolidated Statement of Stockholders' Equity (USD $) | Total | Common Stock [Member] | Treasury Stock [Member] | Accumulated Other Comprehensive Loss [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] |
In Thousands | ||||||
Balance at Sep. 27, 2013 | $247,141 | $46 | ($330) | ($167) | $379,780 | ($132,188) |
Balance, Shares at Sep. 27, 2013 | ' | 46,419 | 23 | ' | ' | ' |
Capital contributions | 3,200 | ' | ' | ' | 3,200 | ' |
Common control business combination | -26,080 | ' | ' | ' | -26,080 | ' |
Tax benefits acquired in common control business combination | 6,160 | ' | ' | ' | 6,160 | ' |
Issuance of common stock upon exercise of common stock options and employee stock purchases | 2,295 | 1 | ' | ' | 2,294 | ' |
Issuance of common stock upon exercise of common stock options and employee stock purchases, Shares | 306 | 380 | ' | ' | ' | ' |
Vesting of restricted common stock and units | ' | ' | ' | ' | ' | ' |
Vesting of restricted common stock and units, Shares | ' | 303 | ' | ' | ' | ' |
Share-based compensation | 5,135 | ' | ' | ' | 5,135 | ' |
Common stock repurchased and retired | -300 | ' | ' | ' | -300 | ' |
Common stock repurchased and retired, Shares | ' | -18 | ' | ' | ' | ' |
Fair value of vested awards assumed in acquisition | 1,491 | ' | ' | ' | 1,491 | ' |
Excess tax benefits | 1,331 | ' | ' | ' | 1,331 | ' |
Foreign currency translation | -387 | ' | ' | -387 | ' | ' |
Net loss | -31,043 | ' | ' | ' | ' | -31,043 |
Balance at Apr. 04, 2014 | $208,943 | $47 | ($330) | ($554) | $373,011 | ($163,231) |
Balance, Shares at Apr. 04, 2014 | 208,943 | 47,084 | 23 | ' | ' | ' |
Condensed_Consolidated_Stateme3
Condensed Consolidated Statements of Cash Flows (USD $) | 6 Months Ended | |
In Thousands, unless otherwise specified | Apr. 04, 2014 | Mar. 29, 2013 |
CASH FLOWS FROM OPERATING ACTIVITIES: | ' | ' |
Net income (loss) | ($31,043) | $9,476 |
Adjustments to reconcile net income (loss) to net cash from operating activities, net of effects from an acquisition: | ' | ' |
Warrant liability expense | 2,784 | 3,095 |
Depreciation and amortization | 15,951 | 7,815 |
Impact of inventory valuation step-up in an acquisition | 18,053 | ' |
Contingent consideration | ' | -577 |
Deferred income taxes | 1,017 | ' |
Loss on disposal of property and equipment | 89 | ' |
Share-based compensation | 5,135 | 2,946 |
Change in operating assets and liabilities, net of effects from an acquisition: | ' | ' |
Payment of contingent consideration | ' | -5,328 |
Accounts receivable | 8,345 | 4,742 |
Inventories | -3,933 | -51 |
Prepaid expenses and other assets | -1,753 | -1,004 |
Accounts payable | -8,480 | -2,262 |
Accrued and other liabilities | 759 | -1,768 |
Income taxes | -16,420 | 1,391 |
Deferred revenue | 5,212 | 121 |
Net cash used in operating activities | -4,284 | 18,596 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ' | ' |
Purchases of property and equipment | -5,994 | -5,068 |
Acquisition of businesses | -258,108 | ' |
Sale of business | 8,627 | ' |
Acquisition of intellectual property | -4,096 | ' |
Net cash used in investing activities | -259,571 | -5,068 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ' | ' |
Proceeds from revolving credit facility | 245,000 | ' |
Capital contributions | 3,200 | 3,795 |
Proceeds from stock option exercises and employee stock purchases | 2,295 | 1,031 |
Common stock repurchased and retired | -300 | ' |
Excess tax benefits | 1,331 | 1,312 |
Payment of assumed debt | -34,952 | ' |
Repurchase of common stock | ' | -77 |
Payments of contingent consideration | ' | -675 |
Other | -68 | -130 |
Net cash from financing activities | 216,506 | 5,256 |
NET CHANGE IN CASH AND CASH EQUIVALENTS | -47,349 | 18,784 |
CASH AND CASH EQUIVALENTS - Beginning of period | 110,488 | 84,600 |
CASH AND CASH EQUIVALENTS - End of period | 63,139 | 103,384 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | ' | ' |
Cash paid for interest | 1,900 | 235 |
Cash paid for income taxes | $4,138 | $3,381 |
Description_of_Business_Basis_
Description of Business, Basis of Presentation and Accounting | 6 Months Ended |
Apr. 04, 2014 | |
Accounting Policies [Abstract] | ' |
Description of Business, Basis of Presentation and Accounting | ' |
1. DESCRIPTION OF BUSINESS, BASIS OF PRESENTATION AND ACCOUNTING | |
Description of Business—M/A-COM Technology Solutions Holdings, Inc. (MACOM or the Company) was incorporated in Delaware on March 25, 2009. MACOM is a provider of high-performance analog semiconductor solutions for use in wireless and wireline applications across the radio frequency (RF), microwave and millimeterwave spectrum and in high speed communications. Headquartered in Lowell, Massachusetts, MACOM has offices in North America, Europe, Asia and Australia. | |
The Company has one reportable operating segment which designs, develops, manufactures and markets semiconductors and modules. | |
Basis of Presentation—The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States (GAAP) and applicable rules and regulations of the Securities and Exchange Commission (SEC) regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Therefore, these condensed financial statements should be read in conjunction with the consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 27, 2013 filed with the SEC on December 5, 2013. | |
MACOM acquired Nitronex LLC (Nitronex) in connection with a common-control business combination on February 13, 2014 (Nitronex Acquisition). Nitronex, a supplier of high-performance gallium nitride (GaN) semiconductors for RF, microwave, and millimeterwave applications, was previously acquired by GaAs Labs, LLC (GaAs Labs) on June 25, 2012. GaAs Labs is a stockholder in MACOM and GaAs Labs, Nitronex and MACOM were under common control from June 25, 2012 through February 13, 2014 due to a common controlling stockholder. The accompanying condensed financial statements for the three and six months ended April 4, 2014 and March 29, 2013 include the operations of Nitronex on a combined basis from June 25, 2012 through February 13, 2014 and on a consolidated basis from June 25, 2012 through April 4, 2014. The accompanying condensed financial statements have been presented in a manner similar to a pooling-of-interests, and include the results of operations of each business since the date of common control. All periods from June 25, 2012 have been combined using historical amounts. The accompanying combined consolidated and consolidated financial statements are referred to as “consolidated” for all periods presented. | |
The Company’s fiscal year ends on the Friday closest to September 30. For fiscal years in which there are 53 weeks, the first quarter reporting period includes 14 weeks. Fiscal year 2013 was 52 weeks in length. Fiscal year 2014 is 53 weeks and the three months and six months ended April 4, 2014 include 13 and 27 weeks, respectively. | |
In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations and cash flows for the interim periods, but are not necessarily indicative of the results of operations to be anticipated for the full fiscal year 2014. The condensed consolidated financial statements include the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated. | |
Use of Estimates—The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities during the reporting periods, the reported amounts of revenue and expenses during the reporting periods, and the disclosure of contingent assets and liabilities at the date of the financial statements. On an ongoing basis, the Company bases estimates and assumptions on historical experience, currently available information and various other factors that management believes to be reasonable under the circumstances. Actual results may differ materially from these estimates and assumptions. The accounting policies which our management believes involve the most significant application of judgment, or involve complex estimation include revenue recognition, inventory, warranty obligations, share-based compensation, income taxes and fair value measurements related to purchase accounting and stock warrant liabilities. Actual results could differ from those estimates, and material effects on our operating results and financial position may result. | |
Revenue Recognition—Revenue from the sale of products is recognized when persuasive evidence of an arrangement exists, delivery has occurred, the price to the buyer is fixed or determinable, and collectability is reasonably assured. Provided other revenue recognition criteria are met, product revenue is recognized upon transfer of title and risk of loss, which is generally upon shipment. The Company has distribution agreements that provide distributors with rights to return certain products and price protection on certain products. Generally, revenue is recognized up delivery of products, providing all other criteria is met. When rights of return exist, the Company will provide a reserve for estimated returns at the time of product delivery. When the Company is unable to estimate the amount of its products that may be returned by such distributors or the ultimate sales price of products sold to such distributors, revenue is recognized when the distributors have sold the products to third-party customers, at which point both the return rights and any price protection feature lapse. Accordingly, in this circumstance, the Company defers the recognition of revenue until the products are sold by the distributors to third-party customers and the Company defers both the revenue recognition and related cost of revenue on these products by recording the revenue as deferred revenue and the associated cost remains recorded in inventory in the accompanying consolidated balance sheets. When these products are sold to a distributor’s customers, the Company recognizes the revenue and associated cost of revenue. Shipping and handling fees billed to customers are recorded as revenue while the related costs are classified as a component of costs of revenue. The Company provides warranties for its products and accrues the estimated costs of warranty claims in the period the related revenue is recorded. | |
Recent Accounting Standards—Under the Jumpstart Our Business Startups Act (JOBS Act), the Company meets the definition of an emerging growth company. The Company has elected to avail itself of the extended transition period for complying with new or revised accounting standards pursuant to Section 107(b) of the JOBS Act. | |
In April 2014, the FASB issued Accounting Standards Update 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity (“ASU 2014-08”), which raises the threshold for disposals to qualify as discontinued operations. A discontinued operation is defined as: (1) a component of an entity or group of components that has been disposed of or classified as held for sale and represents a strategic shift that has or will have a major effect on an entity’s operations and financial results; or (2) an acquired business that is classified as held for sale on the acquisition date. ASU 2014-08 also requires additional disclosures regarding discontinued operations, as well as material disposals that do not meet the definition of discontinued operations. The application of this guidance is prospective from the date of adoption and applies only to disposals (or new classifications to held for sale) that have not been reported as discontinued operations in our previously issued financial statements. |
Acquisitions
Acquisitions | 6 Months Ended | ||||||||
Apr. 04, 2014 | |||||||||
Business Combinations [Abstract] | ' | ||||||||
Acquisitions | ' | ||||||||
2. ACQUISITIONS | |||||||||
Acquisition under Common Control—On February 13, 2014, MACOM acquired Nitronex, an entity under common control, whereby MACOM completed the Nitronex Acquisition for $26.1 million in cash for all of the outstanding ownership interests of Nitronex. The purchase price includes $3.9 million held on account by a third-party escrow agent pending any claims by MACOM in connection with general representation matters made by GaAs Labs in the transaction. The escrow agreement expires in August 2015, at which point if no claims are made, all amounts will be paid to GaAs Labs. The Company has assumed no amount from the escrow will be returned to it in the accounting for the Nitronex Acquisition. MACOM funded the Nitronex Acquisition through the use of available cash and borrowings under its revolving credit facility. | |||||||||
Acquisition of Mindspeed Technologies, Inc.—On December 18, 2013, MACOM completed the acquisition of Mindspeed Technologies, Inc. (Mindspeed), a supplier of semiconductor solutions for communications infrastructure applications (Mindspeed Acquisition). MACOM acquired Mindspeed to further its expansion into high-performance analog products. | |||||||||
MACOM completed the Mindspeed Acquisition through a cash tender offer (Offer) by Micro Merger Sub, Inc. (Merger Sub), a wholly-owned subsidiary of MACOM, for all of the outstanding shares of common stock, par value $0.01 per share, of Mindspeed (Shares) at a purchase price of $5.05 per share, net to the seller in cash, without interest, less any applicable withholding taxes (Offer Price). Immediately following the Offer, Merger Sub merged with and into Mindspeed, with Mindspeed surviving as a wholly-owned subsidiary of MACOM. At the effective time of the merger, each Share not acquired in the Offer (other than shares held by MACOM, Merger Sub and Mindspeed, and shares of restricted stock assumed by MACOM in the merger) was converted into the right to receive the Offer Price. MACOM funded the Mindspeed Acquisition through the use of available cash and borrowings under its revolving credit facility (see Note 6). The aggregate purchase price for the Shares, net of cash acquired, was $232.0 million and MACOM assumed $80.4 million of liabilities and incurred costs of $4.5 million expensed in the six months ended April 4, 2014. | |||||||||
The Mindspeed Acquisition was accounted for as a purchase and the operations of Mindspeed have been included in MACOM’s consolidated financial statements since December 18, 2013, the date of acquisition. | |||||||||
MACOM is recognizing all assets acquired and liabilities assumed based upon the fair value of such assets and liabilities measured as of the date of acquisition. The aggregate purchase price for Mindspeed is being allocated to the tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values at the date of acquisition. A preliminary allocation follows (in thousands): | |||||||||
Current assets | $ | 51,801 | |||||||
Intangible and other assets | 253,013 | ||||||||
Total assets acquired | 304,814 | ||||||||
Current liabilities | 34,966 | ||||||||
Debt | 39,824 | ||||||||
Other liabilities | 5,595 | ||||||||
Total liabilities assumed | 80,385 | ||||||||
Net assets acquired | 224,429 | ||||||||
Consideration: | |||||||||
Cash paid upon closing, net of cash acquired | 232,028 | ||||||||
Fair value of vested awards assumed in acquisition | 1,491 | ||||||||
Total consideration | 233,519 | ||||||||
Goodwill | $ | 9,090 | |||||||
In connection with the Mindspeed Acquisition, MACOM assumed all of the outstanding options and all unvested restricted stock awards under Mindspeed’s equity plans and converted such options and stock awards into equivalent MACOM awards under the same general terms and conditions as were in existence with adjustments made to shares and exercise prices, if any, pursuant to a formula stipulated in the terms of the acquisition. The fair value of the assumed options and stock awards was $4.8 million, of which $1.5 million relates to vested stock options and has been included in the purchase consideration and the remainder relates to unvested stock options and stock awards, which will be expensed as the remaining services are provided. | |||||||||
The components of the acquired intangible assets on a preliminary basis were as follows (in thousands): | |||||||||
Above | Useful Lives | ||||||||
(Years) | |||||||||
Developed technology | $ | 118,180 | 7 | ||||||
Customer relationships | 12,920 | 10 | |||||||
In-process research and development | 21,580 | N/A | |||||||
$ | 152,680 | ||||||||
The overall weighted-average life of the identified intangible assets acquired in the acquisition is estimated to be seven years and the assets are being amortized over their estimated useful lives based upon the pattern over which the Company expects to receive the economic benefit from these assets. | |||||||||
The purchase accounting is preliminary and subject to completion, including the areas of taxation where a study of the potential utilization of acquired net operating losses is not yet complete, and certain fair value measurements, particularly the finalization of the valuation assessment of the acquired tangible and intangible assets. The adjustments arising from the completion of the outstanding matters may materially affect the preliminary purchase accounting and would be retroactively reflected in the financial statements as of April 4, 2014 and for the interim periods then ended. | |||||||||
The following is a summary of Mindspeed revenue and earnings, excluding a restructuring charge and change-in-control payments aggregating $14.9 million, included in MACOM’s accompanying condensed consolidated statements of operations for the six months ended April 4, 2014 (in thousands): | |||||||||
Revenue | $ | 33,809 | |||||||
Loss from continuing operations before income taxes | (22,707 | ) | |||||||
Subsequent to closing the Mindspeed Acquisition, MACOM divested the wireless business of Mindspeed. The operations of the wireless business are included in discontinued operations and the assets of the wireless business are presented as assets held for sale. The Company completed the sale of the wireless business in February 2014. The accompanying condensed consolidated statement of operations for the three and six months ended April 4, 2014 include the following operating results related to the business to be divested (in thousands): | |||||||||
Periods Ended April 4, 2014 | |||||||||
Three Months | Six Months | ||||||||
Revenue | $ | 1,983 | $ | 2,440 | |||||
Loss before income taxes | (4,007 | ) | (7,381 | ) | |||||
Benefit for income taxes | 1,507 | 2,776 | |||||||
Loss from discontinued operations, net | (2,500 | ) | (4,605 | ) | |||||
Supplemental Pro Forma Data | |||||||||
The pro forma statements of operations data for the six months ended April 4, 2014 below give effect to the acquisition, described above, as if it had occurred at September 28, 2013. These amounts have been calculated after applying MACOM’s accounting policies and adjusting the results of Mindspeed to reflect the additional depreciation and amortization that would have been charged assuming the fair value adjustments to property, plant and equipment and intangible assets and additional interest expense on acquisition-related borrowings had been applied and incurred since September 28, 2013. The supplemental pro forma earnings for the six months ended April 4, 2014 were adjusted to exclude discontinued operations, acquisition costs of $4.5 million paid by MACOM, seller-related professional fees incurred by Mindspeed prior to the acquisition, amortization and impairments of intangible assets incurred by Mindspeed prior to the acquisition and $14.9 million of restructuring charges and change-in-control payments, as well as the impact of the step-up to fair value of the acquired inventory. This pro forma data is presented for informational purposes only and does not purport to be indicative of the Company’s future results of operations. | |||||||||
Revenue | $ | 211,437 | |||||||
Net loss | (28,234 | ) |
Financial_Instruments
Financial Instruments | 6 Months Ended | ||||||||||||||||||||||||
Apr. 04, 2014 | |||||||||||||||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||||||||||||||
Financial Instruments | ' | ||||||||||||||||||||||||
3. FINANCIAL INSTRUMENTS | |||||||||||||||||||||||||
Financial liabilities measured at fair value on a recurring basis consist of the following (in thousands): | |||||||||||||||||||||||||
April 4, 2014 | |||||||||||||||||||||||||
Fair | Active | Observable | Unobservable | ||||||||||||||||||||||
Value | Markets | Inputs | Inputs | ||||||||||||||||||||||
for | (Level 2) | (Level 3) | |||||||||||||||||||||||
Identical | |||||||||||||||||||||||||
Assets | |||||||||||||||||||||||||
(Level 1) | |||||||||||||||||||||||||
Common stock warrant liability | $ | 14,657 | $ | — | $ | — | $ | 14,657 | |||||||||||||||||
September 27, 2013 | |||||||||||||||||||||||||
Fair | Active | Observable | Unobservable | ||||||||||||||||||||||
Value | Markets | Inputs | Inputs | ||||||||||||||||||||||
for | (Level 2) | (Level 3) | |||||||||||||||||||||||
Identical | |||||||||||||||||||||||||
Assets | |||||||||||||||||||||||||
(Level 1) | |||||||||||||||||||||||||
Common stock warrant liability | $ | 11,873 | $ | — | $ | — | $ | 11,873 | |||||||||||||||||
The changes in financial liabilities with inputs classified within Level 3 of the fair value hierarchy consist of the following (in thousands): | |||||||||||||||||||||||||
Three Months Ended April 4, 2014 | |||||||||||||||||||||||||
January 3, | Net Realized/ | Purchases | Sales and | Transfers in | April 4, | ||||||||||||||||||||
2014 | Unrealized | and | Settlements | and/or (out) | 2014 | ||||||||||||||||||||
Losses (Gains) | Issuances | of Level 3 | |||||||||||||||||||||||
Included in | |||||||||||||||||||||||||
Earnings | |||||||||||||||||||||||||
Stock warrant liability | $ | 10,591 | $ | 4,066 | $ | — | $ | — | $ | — | $ | 14,657 | |||||||||||||
Three Months Ended March 29, 2013 | |||||||||||||||||||||||||
December 28, | Net Realized/ | Purchases | Sales and | Transfers in | March 29, | ||||||||||||||||||||
2012 | Unrealized | and | Settlements | and/or (out) | 2013 | ||||||||||||||||||||
Losses (Gains) | Issuances | of Level 3 | |||||||||||||||||||||||
Included in | |||||||||||||||||||||||||
Earnings | |||||||||||||||||||||||||
Contingent consideration | $ | 405 | $ | (405 | ) | $ | — | $ | — | $ | — | $ | — | ||||||||||||
Stock warrant liability | $ | 9,587 | $ | 1,069 | $ | — | $ | — | $ | — | $ | 10,656 | |||||||||||||
Six Months Ended April 4, 2014 | |||||||||||||||||||||||||
September 27, | Net Realized/ | Purchases | Sales and | Transfers in | April 4, | ||||||||||||||||||||
2013 | Unrealized | and Issuances | Settlements | and/or (out) of | 2014 | ||||||||||||||||||||
Losses (Gains) | Level 3 | ||||||||||||||||||||||||
Included in | |||||||||||||||||||||||||
Earnings | |||||||||||||||||||||||||
Stock warrant liability | $ | 11,873 | $ | 2,784 | $ | — | $ | — | $ | — | $ | 14,657 | |||||||||||||
Six Months Ended March 29, 2013 | |||||||||||||||||||||||||
September 28, | Net Realized/ | Purchases | Sales and | Transfers in | March 29, | ||||||||||||||||||||
2012 | Unrealized | and Issuances | Settlements | and/or (out) of | 2013 | ||||||||||||||||||||
Losses (Gains) | Level 3 | ||||||||||||||||||||||||
Included in | |||||||||||||||||||||||||
Earnings | |||||||||||||||||||||||||
Contingent consideration | $ | 6,580 | $ | (577 | ) | $ | — | $ | (6,003 | ) | $ | — | $ | — | |||||||||||
Stock warrant liability | $ | 7,561 | $ | 3,095 | $ | — | $ | — | $ | — | $ | 10,656 | |||||||||||||
As of April 4, 2014, the fair value of the common stock warrants has been estimated using a Black-Scholes option pricing model giving consideration to the quoted market price of the common stock on that date, an expected life of 6.7 years, expected volatility of 42.6% and risk free rate of 2.3%. | |||||||||||||||||||||||||
These estimates include significant judgments about potential future liquidity events and actual results could differ and could have an impact upon the values of the recorded liabilities. Any changes in the estimated fair values of the liabilities in the future will be reflected in the Company’s earnings and such changes could be material. |
Inventories
Inventories | 6 Months Ended | ||||||||
Apr. 04, 2014 | |||||||||
Inventory Disclosure [Abstract] | ' | ||||||||
Inventories | ' | ||||||||
4. INVENTORIES | |||||||||
Inventories consist of the following (in thousands): | |||||||||
April 4, | September 27, | ||||||||
2014 | 2013 | ||||||||
Raw materials | $ | 36,242 | $ | 27,855 | |||||
Work-in-process | 7,031 | 6,021 | |||||||
Finished goods | 28,664 | 21,032 | |||||||
Total | $ | 71,937 | $ | 54,908 | |||||
Property_and_Equipment
Property and Equipment | 6 Months Ended | ||||||||
Apr. 04, 2014 | |||||||||
Property Plant And Equipment [Abstract] | ' | ||||||||
Property and Equipment | ' | ||||||||
5. PROPERTY AND EQUIPMENT | |||||||||
Property and equipment consists of the following (in thousands): | |||||||||
April 4, | September 27, | ||||||||
2014 | 2013 | ||||||||
Machinery and equipment | $ | 63,822 | $ | 48,051 | |||||
Leasehold improvements | 7,998 | 5,129 | |||||||
Furniture and fixtures | 1,017 | 782 | |||||||
Construction in process | 8,082 | 6,234 | |||||||
Computer equipment and software | 7,758 | 7,908 | |||||||
Total property and equipment | 88,677 | 68,104 | |||||||
Less accumulated depreciation and amortization | (40,409 | ) | (35,369 | ) | |||||
Property and equipment — net | $ | 48,268 | $ | 32,735 | |||||
Depreciation and amortization expense related to property and equipment for the three and six months ended April 4, 2014 was $3.9 million and $7.1 million, respectively. Depreciation and amortization expense related to property and equipment for the three and six months ended March 29, 2013 was $2.7 million and $5.4 million, respectively. |
Debt
Debt | 6 Months Ended |
Apr. 04, 2014 | |
Debt Disclosure [Abstract] | ' |
Debt | ' |
6. DEBT | |
On September 26, 2013, the Company entered into an amended and restated loan agreement with a syndicate of lenders, which replaced its prior revolving credit facility, and provides for a revolving credit facility of up to $300.0 million that matures in September 2018. Borrowings under the revolving credit facility bear either a variable interest rate equal to (i) the greater of the lender’s prime rate, the federal funds effective rate plus 0.5%, or an adjusted LIBOR plus 1.0%, in each case plus either an additional 1.00%, 1.25% or 1.50%, subject to certain conditions, or (ii) an adjusted LIBOR rate plus either 2.00%, 2.25% or 2.50%, subject to certain conditions. The revolving credit facility is secured by a first priority lien on substantially all of the Company’s assets and requires compliance with certain financial and non-financial covenants, including restrictions on payments of dividends, incurrence of additional debt, levels of capital expenditures, amounts and types of investments, guarantees of debts and obligations, creation of liens, transactions with affiliates, sales or leases of assets, transfers of assets, entering new lines of business and entering into certain merger, consolidation or other reorganization transactions. | |
On November 5, 2013, the Company entered into an amendment to its revolving credit facility, pursuant to which the Company’s revolving credit facility was amended to allow for certain indebtedness of Mindspeed to remain outstanding after the consummation of the Mindspeed Acquisition. | |
On May 8, 2014, the Company refinanced its outstanding indebtedness under its existing revolving credit facility and discharged its obligations thereunder by entering into a credit agreement (Credit Agreement) with Goldman Sachs Bank USA and a syndicate of lenders. Concurrent with the execution of the Credit Agreement, the Company terminated its existing revolving credit facility. The Credit Agreement provides for term loans in an aggregate principal amount of $350.0 million, which mature in May 2021, and a revolving credit facility of up to $100.0 million, which matures in May 2019. | |
In connection with the Mindspeed and Nitronex acquisitions, MACOM drew down $245.0 million of indebtedness on its revolving credit facility, all of which remained outstanding as of April 4, 2014. | |
As of April 4, 2014, the Company had $3.5 million of outstanding notes assumed in the Mindspeed Acquisition, which accrue interest at a rate of 6.5% per annum. The notes are payable at $4.5 million upon demand by the holder at any time and, if not paid earlier, become due in June 2017. |
Goodwill_and_Intangible_Assets
Goodwill and Intangible Assets | 6 Months Ended | ||||||||||||||||||||||||
Apr. 04, 2014 | |||||||||||||||||||||||||
Goodwill And Intangible Assets Disclosure [Abstract] | ' | ||||||||||||||||||||||||
Goodwill and Intangible Assets | ' | ||||||||||||||||||||||||
7. GOODWILL AND INTANGIBLE ASSETS | |||||||||||||||||||||||||
Amortization expense related to intangible assets is as follows (in thousands): | |||||||||||||||||||||||||
Three Months Ended | Six Months Ended | ||||||||||||||||||||||||
April 4, | March 29, | April 4, | March 29, | ||||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||||||||||
Cost of revenue | $ | 6,504 | $ | 745 | $ | 8,022 | $ | 1,490 | |||||||||||||||||
Selling, general and administrative | 484 | 334 | 869 | 668 | |||||||||||||||||||||
Total | $ | 6,988 | $ | 1,079 | $ | 8,891 | $ | 2,158 | |||||||||||||||||
Intangible assets consist of the following (in thousands): | |||||||||||||||||||||||||
April 4, | September 27, | ||||||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||||||
Acquired technology | $ | 145,159 | $ | 23,637 | |||||||||||||||||||||
Customer relationships | 26,070 | 13,150 | |||||||||||||||||||||||
In-process research and development | 21,580 | — | |||||||||||||||||||||||
Trade name | 3,400 | 3,400 | |||||||||||||||||||||||
Total | 196,209 | 40,187 | |||||||||||||||||||||||
Less accumulated amortization | (24,280 | ) | (15,389 | ) | |||||||||||||||||||||
Intangible assets — net | $ | 171,929 | $ | 24,798 | |||||||||||||||||||||
A summary of the activity in intangible assets and goodwill follows (in thousands): | |||||||||||||||||||||||||
Total | Acquired | Customer | In-Process | Trade | Goodwill | ||||||||||||||||||||
Technology | Relationships | Research and | Name | ||||||||||||||||||||||
Development | |||||||||||||||||||||||||
Balance at September 27, 2013 | $ | 46,937 | $ | 23,637 | $ | 13,150 | $ | — | $ | 3,400 | $ | 6,750 | |||||||||||||
Mindspeed Acquisition | 161,770 | 118,180 | 12,920 | 21,580 | — | 9,090 | |||||||||||||||||||
Other intangibles purchased | 3,342 | 3,342 | — | — | — | — | |||||||||||||||||||
Balance at April 4, 2014 | $ | 212,049 | $ | 145,159 | $ | 26,070 | $ | 21,580 | $ | 3,400 | $ | 15,840 | |||||||||||||
The trade name and in-process research and development (IPR&D) are indefinite-lived intangible assets. 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. If the carrying value exceeds its fair value, an impairment loss is recognized in an amount equal to that excess. 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 long-lived assets. | |||||||||||||||||||||||||
Accumulated amortization for the acquired technology and customer relationships was $17.6 million and $6.7 million, respectively, as of April 4, 2014 and $9.6 million and $5.8 million, respectively, as of September 27, 2013. | |||||||||||||||||||||||||
As of April 4, 2014, estimated amortization of the intangible assets in future fiscal years, subject to the completion of the purchase price allocation for the Mindspeed Acquisition, was as follows (in thousands): | |||||||||||||||||||||||||
2014 (rest of fiscal year) | $ | 14,055 | |||||||||||||||||||||||
2015 | 26,773 | ||||||||||||||||||||||||
2016 | 24,089 | ||||||||||||||||||||||||
2017 | 21,889 | ||||||||||||||||||||||||
2018 | 18,316 | ||||||||||||||||||||||||
Thereafter | 41,827 | ||||||||||||||||||||||||
Total | $ | 146,949 | |||||||||||||||||||||||
Stockholders_Equity
Stockholder's Equity | 6 Months Ended |
Apr. 04, 2014 | |
Equity [Abstract] | ' |
Stockholder's Equity | ' |
8. STOCKHOLDER’S EQUITY | |
The Company has authorized 10 million shares of $0.001 par value preferred stock and 300 million shares of $0.001 par value common stock as of April 4, 2014. | |
Outstanding shares of our common stock as of April 4, 2014 and September 27, 2013 presented in the accompanying condensed consolidated statements of stockholders’ equity exclude 158,000 and 74,000 unvested shares of restricted common stock, respectively, issued as compensation to employees that remained subject to forfeiture. | |
The Company has presented payments in the form of capital contributions received by Nitronex from the majority stockholder prior to the Nitronex Acquisition as an increase to additional paid-in capital. | |
Income_Loss_Per_Share
Income (Loss) Per Share | 6 Months Ended | ||||||||||||||||
Apr. 04, 2014 | |||||||||||||||||
Earnings Per Share [Abstract] | ' | ||||||||||||||||
Income (Loss) Per Share | ' | ||||||||||||||||
9. INCOME (LOSS) PER SHARE | |||||||||||||||||
Basic net income (loss) per share is computed using the weighted-average number of common shares outstanding during the period. Diluted net income per share is computed using the weighted-average number of common shares and, if dilutive, potential common shares outstanding during the period. The Company’s potential dilutive common shares consist of common shares issuable upon the exercise of warrants, stock options and vesting of restricted stock units. The dilutive effect of outstanding stock options is reflected in diluted earnings per share by application of the treasury stock method. | |||||||||||||||||
The following table sets forth the computation for basic and diluted net income per share of common stock (in thousands, except per share data): | |||||||||||||||||
Three Months Ended | Six Months Ended | ||||||||||||||||
April 4, | March 29, | April 4, | March 29, | ||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Numerator: | |||||||||||||||||
Net income (loss) | $ | (22,122 | ) | $ | 5,420 | $ | (31,043 | ) | $ | 9,476 | |||||||
Denominator: | |||||||||||||||||
Weighted average common shares outstanding-basic | 46,808 | 45,789 | 46,656 | 45,649 | |||||||||||||
Dilutive effect of options and warrants | — | 1,379 | — | 1,337 | |||||||||||||
Weighted average common shares outstanding-diluted | 46,808 | 47,168 | 46,656 | 46,986 | |||||||||||||
Common stock income (loss) per share: | |||||||||||||||||
Basic | $ | (0.47 | ) | $ | 0.12 | $ | (0.67 | ) | $ | 0.21 | |||||||
Diluted | $ | (0.47 | ) | $ | 0.11 | $ | (0.67 | ) | $ | 0.2 | |||||||
The table above excludes the effects of shares of common stock issuable upon exercise of stock options and warrants for the three and six months ended April 4, 2014 as the inclusion of which would be antidilutive. |
Commitments_and_Contingencies
Commitments and Contingencies | 6 Months Ended |
Apr. 04, 2014 | |
Commitments And Contingencies Disclosure [Abstract] | ' |
Commitments and Contingencies | ' |
10. COMMITMENTS AND CONTINGENCIES | |
Purchase Commitments—As of April 4, 2014 and September 27, 2013, the Company had outstanding non-cancelable purchase commitments aggregating $4.1 million and $4.4 million, respectively, pursuant to inventory supply arrangements. The Company has a long-term technology licensing and transfer commitment that calls for remaining potential payments by the Company of up to $5.2 million through July 2016. | |
Litigation—The Company is periodically subject to legal proceedings, claims and contingencies arising in the ordinary course of business. | |
CSR Matter. In January 2013, CSR Technology Inc. (CSR) filed a complaint against the Company in the Massachusetts Superior Court for Suffolk County alleging breach of contract, breach of the implied covenant of good faith and fair dealing, misrepresentation, deceptive business practices and unfair competition, all relating to our purported failure to honor an alleged minimum purchase commitment contract with respect to certain semiconductor chips previously supplied by CSR for use in the Company’s automotive module product. The complaint claims alleged damages of $2.2 million and asks for attorney’s fees and other remedies. We filed an answer to the complaint on January 28, 2013. The parties have concluded fact discovery and CSR has filed a motion for summary judgment. We are opposing that motion and, if we are successful in doing so, we intend to continue to defend the lawsuit vigorously. | |
Mindspeed Tender Offer Litigation in Delaware and California. | |
Following our November 2013 announcement of the execution of a definitive agreement between us and Mindspeed Technologies, Inc. (Mindspeed) contemplating a tender offer by us for all outstanding shares of common stock of Mindspeed and thereafter a merger with Mindspeed (Merger), a number of purported class action lawsuits were filed against Mindspeed, its directors, the Company’s merger subsidiary and the Company in the Delaware Court of Chancery and the California Superior Court for Orange County. | |
The complaints alleged, generally, that the Mindspeed director defendants breached their fiduciary duties to Mindspeed stockholders, and that the other defendants aided and abetted such breaches, by seeking to sell Mindspeed through an allegedly defective process, for an unfair price, and on unfair terms. The lawsuits sought, among other things, equitable relief that would have enjoined the consummation of the Merger, rescission of the Merger, damages, and attorneys’ fees and costs. | |
Further Discussion of Delaware Tender Offer Litigation. On November 22, 2013, an amended complaint was filed in the Delaware Court of Chancery. The amended complaint included similar allegations to the original complaint, along with claims that the Mindspeed Schedule 14D-9 filed in connection with the Merger included misstatements or omissions of material facts. On November 25, 2013, a motion for preliminary injunction was filed in the Delaware Court of Chancery in the Hoffman Action. On December 3, 2013, all of the complaints filed in the Delaware Court of Chancery were consolidated (Delaware Actions). | |
On December 6, 2013, the plaintiffs in the Delaware Actions filed their brief in support of a motion to enjoin the proposed Merger. While the Defendants denied the allegations made in the lawsuits and maintain that they have committed no wrongdoing whatsoever, to permit the timely consummation of the Merger, and without admitting the validity of any allegations made in the lawsuits, the Defendants concluded that it was desirable that the Delaware Actions be resolved. | |
On December 9, 2013, the Defendants’ and plaintiffs’ counsel 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. In connection with the settlement, Mindspeed agreed to provide additional supplemental disclosures concerning the tender offer as reflected in Amendment No. 3 to the Schedule 14D-9 filed with the SEC on December 10, 2013, which supplement the information provided in the Schedule 14D-9. There can be no assurance that the settlement will be finalized or that the Delaware Court of Chancery will approve the settlement. After the parties entered into the memorandum of understanding, the motion for a preliminary injunction was withdrawn and the hearing vacated in the Delaware Actions. The Merger closed on December 18, 2013. | |
Further Discussion of California Tender Offer Litigation. On December 5, 2013, an amended complaint was filed in one of the California actions. The amended complaint includes similar allegations to the original complaint along with claims that the Mindspeed Schedule 14D-9 filed in connection with the Merger included misstatements or omissions of material facts. On December 5, 2013, the 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. | |
On December 30, 2013, the California Court entered an Initial Case Management Order. Among other things, the Initial Case Management Order set an Initial Case Management Conference for February 4, 2014 and stayed all discovery and motion practice until that date. On January 6, 2014, the Defendants filed notices of special appearance and intent to file, or join in, a motion to stay or dismiss the amended complaint. The Case Management Conference has been continued until July 14, 2014. | |
The Company intends to continue to defend the aforementioned lawsuits vigorously. The Company does not expect that the ultimate cost to resolve these matters will have a material effect on the consolidated financial statements. |
Restructurings
Restructurings | 6 Months Ended | ||||
Apr. 04, 2014 | |||||
Restructuring And Related Activities [Abstract] | ' | ||||
Restructurings | ' | ||||
11. RESTRUCTURINGS | |||||
The Company has periodically implemented restructuring actions in connection with broader plans to reduce staffing, reduce its internal manufacturing footprint and, generally, reduce operating costs. The restructuring expenses are comprised of direct and incremental costs related to change-in-control obligations of $11.5 million, severance and outplacement fees for the terminated employees. The following is a summary of the costs incurred and remaining balances included in accrued expenses related to restructuring actions taken (in thousands): | |||||
Balance-September 27, 2013 | $ | 145 | |||
Current period charges - continuing operations | 15,725 | ||||
Payments | (4,819 | ) | |||
Balance-April 4, 2014 | $ | 11,051 | |||
In the six months ended April 4, 2014, the Company implemented restructuring plans to reduce manufacturing and operating costs of the Mindspeed and Nitronex operations through a reduction of staffing. These restructuring plans resulted in a charge to continuing operations, representing the initial cost of the actions that will continue into the third and possibly fourth quarters of fiscal year 2014. These costs are expected to be paid through fiscal year 2014. |
ShareBased_Compensation
Share-Based Compensation | 6 Months Ended | ||||||||||||||||
Apr. 04, 2014 | |||||||||||||||||
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ' | ||||||||||||||||
Share-Based Compensation | ' | ||||||||||||||||
12. SHARE-BASED COMPENSATION | |||||||||||||||||
The following table presents the effects of share-based compensation expense related to share-based awards to employees and non-employees in the Company’s condensed consolidated statements of operations during the periods presented (in thousands): | |||||||||||||||||
Three Months Ended | Six Months Ended | ||||||||||||||||
April 4, | March 29, | April 4, | March 29, | ||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Cost of revenue | $ | 426 | $ | 292 | $ | 709 | $ | 609 | |||||||||
Research and development | 728 | 484 | 1,212 | 856 | |||||||||||||
Selling, general and administrative | 2,136 | 907 | 3,214 | 1,841 | |||||||||||||
Total stock-based compensation expense | $ | 3,290 | $ | 1,683 | $ | 5,135 | $ | 3,306 | |||||||||
Effective September 28, 2013, pursuant to an “evergreen” provision, the number of shares of common stock available for issuance under the 2012 Omnibus Incentive Plan (2012 Plan) and the 2012 Employee Stock Purchase Plan (ESPP) were increased by 1.9 million shares and 0.6 million shares, respectively. As of April 4, 2014, MACOM had 10.5 million shares available for future grants under the 2012 Plan. | |||||||||||||||||
Stock option activity for the six months ended April 4, 2014, is as follows (in thousands, except per share amounts): | |||||||||||||||||
Number of | Weighted- | Weighted- | Aggregate | ||||||||||||||
Shares | Average | Average | Intrinsic | ||||||||||||||
Exercise Price | Remaining | Value | |||||||||||||||
Per Share | Contractual | ||||||||||||||||
Term | |||||||||||||||||
(in years) | |||||||||||||||||
Outstanding-September 27, 2013 | 841 | $ | 1.6 | 6.2 | $ | 13,131 | |||||||||||
Assumed in Mindspeed Acquisition | 439 | 24.5 | |||||||||||||||
Granted | — | — | |||||||||||||||
Exercised | (306 | ) | 4.61 | ||||||||||||||
Forfeited, canceled or expired | (78 | ) | 35.16 | ||||||||||||||
Outstanding-April 4, 2014 | 896 | $ | 8.92 | 4.8 | $ | 11,223 | |||||||||||
Options vested and expected to vest as of April 4, 2014 | 896 | $ | 8.92 | 4.8 | $ | 11,223 | |||||||||||
Options vested and exercisable as of April 4, 2014 | 813 | $ | 9.29 | 4.7 | $ | 9,956 | |||||||||||
Aggregate intrinsic value represents the difference between the Company’s closing stock price on April 4, 2014 and the exercise price of outstanding, in-the-money options. The total intrinsic value of options exercised was $4.2 million for the six months ended April 4, 2014. As of April 4, 2014, total unrecognized compensation cost, excluding the impact of the assumed Mindspeed stock options, adjusted for estimated forfeitures, related to unvested stock options was $0.1 million, which is expected to be recognized over the next 0.1 years. | |||||||||||||||||
A summary of restricted stock and restricted stock units activity for the six months ended April 4, 2014, is as follows (in thousands): | |||||||||||||||||
Number of | Weighted- | Aggregate | |||||||||||||||
Shares | Average | Intrinsic | |||||||||||||||
Remaining | Value | ||||||||||||||||
Contractual | |||||||||||||||||
Term | |||||||||||||||||
(in years) | |||||||||||||||||
Unvested-September 27, 2013 | 1,129 | 2.9 | $ | 18,148 | |||||||||||||
Assumed in Mindspeed Acquisition | 285 | ||||||||||||||||
Granted | 724 | ||||||||||||||||
Vested and released | (303 | ) | |||||||||||||||
Forfeited, canceled or expired | (107 | ) | |||||||||||||||
Issued and unvested-April 4, 2014 | 1,728 | 2.8 | $ | 34,824 | |||||||||||||
Shares expected to vest-April 4, 2014 | 1,529 | 2.8 | $ | 30,803 | |||||||||||||
The total intrinsic value of restricted stock awards vesting was $5.1 million for the six months ended April 4, 2014. As of April 4, 2014, total unrecognized compensation cost, excluding the impact of the assumed Mindspeed stock awards, adjusted for estimated forfeitures, related to restricted stock and units was $19.0 million, which is expected to be recognized over the next 2.8 years. | |||||||||||||||||
As of April 4, 2014, total unrecognized compensation cost related to the ESPP was not material. | |||||||||||||||||
Certain of the share-based awards granted and outstanding as of April 4, 2014 are subject to accelerated vesting upon a sale of the Company or similar changes in control. | |||||||||||||||||
There were no material modifications to stock-based awards during the periods presented. |
Income_Taxes
Income Taxes | 6 Months Ended |
Apr. 04, 2014 | |
Income Tax Disclosure [Abstract] | ' |
Income Taxes | ' |
13. INCOME TAXES | |
The Company is subject to income tax in the United States as well as other tax jurisdictions in which it conducts business. Earnings from non-U.S. activities are subject to local country income tax and may also be subject to current U.S. income tax. For interim periods, the Company records a tax provision or benefit based upon the estimated effective tax rate expected for the full fiscal year, adjusted for material discrete taxation matters arising during the interim periods. | |
The difference between the U.S. federal statutory income tax rate of 35% and the Company’s effective income tax rates for the three and six months ended April 4, 2014 and March 29, 2013 was primarily impacted in both periods by changes in fair values of the common stock warrant liability which is not deductible nor taxable for tax purposes, income taxed in foreign jurisdictions at generally lower tax rates, offset by U.S. state income taxes, and, for the three and six months ended April 4, 2014, by nondeductible expenses for tax purposes resulting from the Mindspeed Acquisition. | |
At the closing of the Mindspeed Acquisition, Mindspeed had, on a preliminary basis, federal net operating loss (NOL) carryforwards of approximately $683.7 million, which will expire at various dates through 2033, and federal research and development tax credit carryforwards of $19.5 million. Both the NOL and the tax credits are subject to change-in-control limitations within the Internal Revenue Code and, accordingly, these carryforwards were reduced to $305.9 million, the estimated realizable amount after consideration of the limitations. The NOL carryforwards and tax credits are included in the computation of net deferred income tax assets arising from the Mindspeed Acquisition. The aggregate net deferred income tax assets acquired in the Mindspeed Acquisition is estimated to be $85.7 million, which includes a net deferred income tax liability of $68.9 million related to the difference between the book and tax bases of the intangible and other assets acquired in the acquisition. A valuation allowance of $16.8 million was also recorded to reduce the overall net deferred tax assets to estimated realizable value. | |
The tax effect of the difference between the book and tax bases in the net assets acquired in the Nitronex Acquisition of $6.2 million has been recorded as an increase to additional paid-in capital in the three and six months ended April 4, 2014. |
Related_Party_Transactions
Related Party Transactions | 6 Months Ended |
Apr. 04, 2014 | |
Related Party Transactions [Abstract] | ' |
Related Party Transactions | ' |
14. RELATED PARTY TRANSACTIONS | |
GaAs Labs, a stockholder and an affiliate of directors and majority stockholders John and Susan Ocampo, engaged the Company to provide administrative and business development services provided to GaAs Labs on a time and materials basis. There are no minimum service requirements or payment obligations and the agreement may be terminated by either party with 30 days notice. For the three and six months ended April 4, 2014, the Company billed GaAs Labs $40,000 and $118,000, respectively, and for the three and six months ended March 29, 2013, the Company billed GaAs Labs $86,000 and $170,000, respectively, for services provided pursuant to this agreement and has recorded these amounts as other income in the accompanying condensed consolidated statements of operations. |
Supplemental_Cash_Flow_Informa
Supplemental Cash Flow Information | 6 Months Ended |
Apr. 04, 2014 | |
Supplemental Cash Flow Elements [Abstract] | ' |
Supplemental Cash Flow Information | ' |
15. SUPPLEMENTAL CASH FLOW INFORMATION | |
As of April 4, 2014 and March 29, 2013, the Company had $568,000 and $1.0 million, respectively, in unpaid amounts related to purchases of property and equipment included in accounts payable and accrued liabilities. These amounts have been excluded from the payments for purchases of property and equipment in the accompanying condensed consolidated statements of cash flows until paid. | |
Upon closing the Mindspeed Acquisition, MACOM assumed $39.8 million of the seller’s indebtedness, $35.0 million of which was paid in the six months ended April 4, 2014. |
Geographic_and_Significant_Cus
Geographic and Significant Customer Information | 6 Months Ended | ||||||||||||||||
Apr. 04, 2014 | |||||||||||||||||
Segment Reporting [Abstract] | ' | ||||||||||||||||
Geographic and Significant Customer Information | ' | ||||||||||||||||
16. GEOGRAPHIC AND SIGNIFICANT CUSTOMER INFORMATION | |||||||||||||||||
Information about the Company’s operations in different geographic regions, based upon customer locations, is presented below (in thousands): | |||||||||||||||||
Three Months Ended | Six Months Ended | ||||||||||||||||
Revenue by Geographic Region | April 4, | March 29, | April 4, | March 29, | |||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
United States | $ | 50,915 | $ | 47,281 | $ | 104,804 | $ | 92,617 | |||||||||
International (1) | 56,912 | 31,562 | 87,177 | 62,302 | |||||||||||||
Total | $ | 107,827 | $ | 78,843 | $ | 191,981 | $ | 154,919 | |||||||||
As of | |||||||||||||||||
Long-Lived Assets by Geographic Region | April 4, | September 27, | |||||||||||||||
2014 | 2013 | ||||||||||||||||
United States | $ | 40,962 | $ | 26,226 | |||||||||||||
International (2) | 7,306 | 6,509 | |||||||||||||||
Total | $ | 48,268 | $ | 32,735 | |||||||||||||
-1 | No international countries represented greater than 10% of total revenue during the periods presented. | ||||||||||||||||
-2 | No international country or region represented greater than 10% of the total net long-lived assets as of the dates presented, other than the Asia-Pacific region that represented 12% of total long-lived assets as of September 27, 2013. | ||||||||||||||||
The following is a summary of customer concentrations as a percentage of total sales and accounts receivable as of and for the periods presented: | |||||||||||||||||
Three Months Ended | Six Months Ended | ||||||||||||||||
Revenue | April 4, | March 29, | April 4, | March 29, | |||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Customer A | 13 | % | 15 | % | 18 | % | 15 | % | |||||||||
Customer B | 19 | % | 25 | % | 21 | % | 25 | % | |||||||||
As of | |||||||||||||||||
Accounts Receivable | April 4, | September 27, | |||||||||||||||
2014 | 2013 | ||||||||||||||||
Customer A | 17 | % | 18 | % | |||||||||||||
Customer B | 18 | % | 21 | % | |||||||||||||
No other customer represented more than 10% of revenue or accounts receivable in the periods presented in the accompanying consolidated financial statements. For the three months ended April 4, 2014 and March 29, 2013, ten customers represented 64% and 61% of total revenue, respectively. For the six months ended April 4, 2014 and March 29, 2013, ten customers represented 62% and 61% of total revenue, respectively. | |||||||||||||||||
Subsequent_Events
Subsequent Events | 6 Months Ended |
Apr. 04, 2014 | |
Subsequent Events [Abstract] | ' |
Subsequent Events | ' |
17. SUBSEQUENT EVENTS | |
On May 8, 2014, the Company refinanced its outstanding indebtedness under its existing revolving credit facility and discharged its obligations thereunder by entering into a credit agreement (Credit Agreement) with Goldman Sachs Bank USA and a syndicate of lenders. Concurrent with the execution of the Credit Agreement, the Company terminated its existing revolving credit facility. The Credit Agreement provides for term loans in an aggregate principal amount of $350.0 million, which mature in May 2021 (Term Loans), and a revolving credit facility of up to $100.0 million, which matures in May 2019 (Revolving Facility). The Term Loans were issued with an original issue discount of 0.75%, which is being amortized over the term of the Term Loans using the effective interest rate method. Borrowings under both the Term Loans and the Revolving Facility bear interest at variable rates payable quarterly. The Term Loans are payable in quarterly principal installments of 0.25% of the aggregate Term Loans on the last business day of each calendar quarter, beginning on the last business day of September 2014, with the remainder due on the maturity date. At the signing of the Credit Agreement, the Company drew down the entire $350 million principal amount of the Term Loans, and no draws were made on the Revolving Facility. The Term Loans and Revolving Facility are secured by a first priority lien on substantially all of the Company’s assets and provide that the Company must comply with certain financial and non-financial covenants. | |
On May 9, 2014, the Company’s subsidiary Mindspeed Technologies, Inc. completed the sale of its CPE communication processor product line. | |
Description_of_Business_Basis_1
Description of Business, Basis of Presentation and Accounting (Policies) | 6 Months Ended |
Apr. 04, 2014 | |
Accounting Policies [Abstract] | ' |
Description of Business | ' |
Description of Business—M/A-COM Technology Solutions Holdings, Inc. (MACOM or the Company) was incorporated in Delaware on March 25, 2009. MACOM is a provider of high-performance analog semiconductor solutions for use in wireless and wireline applications across the radio frequency (RF), microwave and millimeterwave spectrum and in high speed communications. Headquartered in Lowell, Massachusetts, MACOM has offices in North America, Europe, Asia and Australia. | |
The Company has one reportable operating segment which designs, develops, manufactures and markets semiconductors and modules. | |
Basis of Presentation | ' |
Basis of Presentation—The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States (GAAP) and applicable rules and regulations of the Securities and Exchange Commission (SEC) regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Therefore, these condensed financial statements should be read in conjunction with the consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 27, 2013 filed with the SEC on December 5, 2013. | |
MACOM acquired Nitronex LLC (Nitronex) in connection with a common-control business combination on February 13, 2014 (Nitronex Acquisition). Nitronex, a supplier of high-performance gallium nitride (GaN) semiconductors for RF, microwave, and millimeterwave applications, was previously acquired by GaAs Labs, LLC (GaAs Labs) on June 25, 2012. GaAs Labs is a stockholder in MACOM and GaAs Labs, Nitronex and MACOM were under common control from June 25, 2012 through February 13, 2014 due to a common controlling stockholder. The accompanying condensed financial statements for the three and six months ended April 4, 2014 and March 29, 2013 include the operations of Nitronex on a combined basis from June 25, 2012 through February 13, 2014 and on a consolidated basis from June 25, 2012 through April 4, 2014. The accompanying condensed financial statements have been presented in a manner similar to a pooling-of-interests, and include the results of operations of each business since the date of common control. All periods from June 25, 2012 have been combined using historical amounts. The accompanying combined consolidated and consolidated financial statements are referred to as “consolidated” for all periods presented. | |
The Company’s fiscal year ends on the Friday closest to September 30. For fiscal years in which there are 53 weeks, the first quarter reporting period includes 14 weeks. Fiscal year 2013 was 52 weeks in length. Fiscal year 2014 is 53 weeks and the three months and six months ended April 4, 2014 include 13 and 27 weeks, respectively. | |
In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations and cash flows for the interim periods, but are not necessarily indicative of the results of operations to be anticipated for the full fiscal year 2014. The condensed consolidated financial statements include the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated. | |
Use of Estimates | ' |
Use of Estimates—The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities during the reporting periods, the reported amounts of revenue and expenses during the reporting periods, and the disclosure of contingent assets and liabilities at the date of the financial statements. On an ongoing basis, the Company bases estimates and assumptions on historical experience, currently available information and various other factors that management believes to be reasonable under the circumstances. Actual results may differ materially from these estimates and assumptions. The accounting policies which our management believes involve the most significant application of judgment, or involve complex estimation include revenue recognition, inventory, warranty obligations, share-based compensation, income taxes and fair value measurements related to purchase accounting and stock warrant liabilities. Actual results could differ from those estimates, and material effects on our operating results and financial position may result. | |
Revenue Recognition | ' |
Revenue Recognition—Revenue from the sale of products is recognized when persuasive evidence of an arrangement exists, delivery has occurred, the price to the buyer is fixed or determinable, and collectability is reasonably assured. Provided other revenue recognition criteria are met, product revenue is recognized upon transfer of title and risk of loss, which is generally upon shipment. The Company has distribution agreements that provide distributors with rights to return certain products and price protection on certain products. Generally, revenue is recognized up delivery of products, providing all other criteria is met. When rights of return exist, the Company will provide a reserve for estimated returns at the time of product delivery. When the Company is unable to estimate the amount of its products that may be returned by such distributors or the ultimate sales price of products sold to such distributors, revenue is recognized when the distributors have sold the products to third-party customers, at which point both the return rights and any price protection feature lapse. Accordingly, in this circumstance, the Company defers the recognition of revenue until the products are sold by the distributors to third-party customers and the Company defers both the revenue recognition and related cost of revenue on these products by recording the revenue as deferred revenue and the associated cost remains recorded in inventory in the accompanying consolidated balance sheets. When these products are sold to a distributor’s customers, the Company recognizes the revenue and associated cost of revenue. Shipping and handling fees billed to customers are recorded as revenue while the related costs are classified as a component of costs of revenue. The Company provides warranties for its products and accrues the estimated costs of warranty claims in the period the related revenue is recorded. | |
Recent Accounting Standards | ' |
Recent Accounting Standards—Under the Jumpstart Our Business Startups Act (JOBS Act), the Company meets the definition of an emerging growth company. The Company has elected to avail itself of the extended transition period for complying with new or revised accounting standards pursuant to Section 107(b) of the JOBS Act. | |
In April 2014, the FASB issued Accounting Standards Update 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity (“ASU 2014-08”), which raises the threshold for disposals to qualify as discontinued operations. A discontinued operation is defined as: (1) a component of an entity or group of components that has been disposed of or classified as held for sale and represents a strategic shift that has or will have a major effect on an entity’s operations and financial results; or (2) an acquired business that is classified as held for sale on the acquisition date. ASU 2014-08 also requires additional disclosures regarding discontinued operations, as well as material disposals that do not meet the definition of discontinued operations. The application of this guidance is prospective from the date of adoption and applies only to disposals (or new classifications to held for sale) that have not been reported as discontinued operations in our previously issued financial statements. |
Acquisitions_Tables
Acquisitions (Tables) | 6 Months Ended | ||||||||
Apr. 04, 2014 | |||||||||
Business Combinations [Abstract] | ' | ||||||||
Schedule of Aggregate Purchase Price Allocated to Tangible and Identifiable Intangible Assets Acquired and Liabilities Assumed | ' | ||||||||
The aggregate purchase price for Mindspeed is being allocated to the tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values at the date of acquisition. A preliminary allocation follows (in thousands): | |||||||||
Current assets | $ | 51,801 | |||||||
Intangible and other assets | 253,013 | ||||||||
Total assets acquired | 304,814 | ||||||||
Current liabilities | 34,966 | ||||||||
Debt | 39,824 | ||||||||
Other liabilities | 5,595 | ||||||||
Total liabilities assumed | 80,385 | ||||||||
Net assets acquired | 224,429 | ||||||||
Consideration: | |||||||||
Cash paid upon closing, net of cash acquired | 232,028 | ||||||||
Fair value of vested awards assumed in acquisition | 1,491 | ||||||||
Total consideration | 233,519 | ||||||||
Goodwill | $ | 9,090 | |||||||
Components of Acquired Intangible Assets on a Preliminary Basis | ' | ||||||||
The components of the acquired intangible assets on a preliminary basis were as follows (in thousands): | |||||||||
Above | Useful Lives | ||||||||
(Years) | |||||||||
Developed technology | $ | 118,180 | 7 | ||||||
Customer relationships | 12,920 | 10 | |||||||
In-process research and development | 21,580 | N/A | |||||||
$ | 152,680 | ||||||||
Summary of Revenue and Earnings | ' | ||||||||
The following is a summary of Mindspeed revenue and earnings, excluding a restructuring charge and change-in-control payments aggregating $14.9 million, included in MACOM’s accompanying condensed consolidated statements of operations for the six months ended April 4, 2014 (in thousands): | |||||||||
Revenue | $ | 33,809 | |||||||
Loss from continuing operations before income taxes | (22,707 | ) | |||||||
Condensed Consolidated Statement of Operations Related to Divested Business | ' | ||||||||
The accompanying condensed consolidated statement of operations for the three and six months ended April 4, 2014 include the following operating results related to the business to be divested (in thousands): | |||||||||
Periods Ended April 4, 2014 | |||||||||
Three Months | Six Months | ||||||||
Revenue | $ | 1,983 | $ | 2,440 | |||||
Loss before income taxes | (4,007 | ) | (7,381 | ) | |||||
Benefit for income taxes | 1,507 | 2,776 | |||||||
Loss from discontinued operations, net | (2,500 | ) | (4,605 | ) | |||||
Summary of Supplemental Pro Forma Data | ' | ||||||||
This pro forma data is presented for informational purposes only and does not purport to be indicative of the Company’s future results of operations. | |||||||||
Revenue | $ | 211,437 | |||||||
Net loss | (28,234 | ) |
Financial_Instruments_Tables
Financial Instruments (Tables) | 6 Months Ended | ||||||||||||||||||||||||
Apr. 04, 2014 | |||||||||||||||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||||||||||||||
Financial Liabilities Measured at Fair Value on Recurring Basis | ' | ||||||||||||||||||||||||
Financial liabilities measured at fair value on a recurring basis consist of the following (in thousands): | |||||||||||||||||||||||||
April 4, 2014 | |||||||||||||||||||||||||
Fair | Active | Observable | Unobservable | ||||||||||||||||||||||
Value | Markets | Inputs | Inputs | ||||||||||||||||||||||
for | (Level 2) | (Level 3) | |||||||||||||||||||||||
Identical | |||||||||||||||||||||||||
Assets | |||||||||||||||||||||||||
(Level 1) | |||||||||||||||||||||||||
Common stock warrant liability | $ | 14,657 | $ | — | $ | — | $ | 14,657 | |||||||||||||||||
September 27, 2013 | |||||||||||||||||||||||||
Fair | Active | Observable | Unobservable | ||||||||||||||||||||||
Value | Markets | Inputs | Inputs | ||||||||||||||||||||||
for | (Level 2) | (Level 3) | |||||||||||||||||||||||
Identical | |||||||||||||||||||||||||
Assets | |||||||||||||||||||||||||
(Level 1) | |||||||||||||||||||||||||
Common stock warrant liability | $ | 11,873 | $ | — | $ | — | $ | 11,873 | |||||||||||||||||
Changes in Financial Liabilities with Inputs Classified within Level 3 of Fair Value | ' | ||||||||||||||||||||||||
The changes in financial liabilities with inputs classified within Level 3 of the fair value hierarchy consist of the following (in thousands): | |||||||||||||||||||||||||
Three Months Ended April 4, 2014 | |||||||||||||||||||||||||
January 3, | Net Realized/ | Purchases | Sales and | Transfers in | April 4, | ||||||||||||||||||||
2014 | Unrealized | and | Settlements | and/or (out) | 2014 | ||||||||||||||||||||
Losses (Gains) | Issuances | of Level 3 | |||||||||||||||||||||||
Included in | |||||||||||||||||||||||||
Earnings | |||||||||||||||||||||||||
Stock warrant liability | $ | 10,591 | $ | 4,066 | $ | — | $ | — | $ | — | $ | 14,657 | |||||||||||||
Three Months Ended March 29, 2013 | |||||||||||||||||||||||||
December 28, | Net Realized/ | Purchases | Sales and | Transfers in | March 29, | ||||||||||||||||||||
2012 | Unrealized | and | Settlements | and/or (out) | 2013 | ||||||||||||||||||||
Losses (Gains) | Issuances | of Level 3 | |||||||||||||||||||||||
Included in | |||||||||||||||||||||||||
Earnings | |||||||||||||||||||||||||
Contingent consideration | $ | 405 | $ | (405 | ) | $ | — | $ | — | $ | — | $ | — | ||||||||||||
Stock warrant liability | $ | 9,587 | $ | 1,069 | $ | — | $ | — | $ | — | $ | 10,656 | |||||||||||||
Six Months Ended April 4, 2014 | |||||||||||||||||||||||||
September 27, | Net Realized/ | Purchases | Sales and | Transfers in | April 4, | ||||||||||||||||||||
2013 | Unrealized | and Issuances | Settlements | and/or (out) of | 2014 | ||||||||||||||||||||
Losses (Gains) | Level 3 | ||||||||||||||||||||||||
Included in | |||||||||||||||||||||||||
Earnings | |||||||||||||||||||||||||
Stock warrant liability | $ | 11,873 | $ | 2,784 | $ | — | $ | — | $ | — | $ | 14,657 | |||||||||||||
Six Months Ended March 29, 2013 | |||||||||||||||||||||||||
September 28, | Net Realized/ | Purchases | Sales and | Transfers in | March 29, | ||||||||||||||||||||
2012 | Unrealized | and Issuances | Settlements | and/or (out) of | 2013 | ||||||||||||||||||||
Losses (Gains) | Level 3 | ||||||||||||||||||||||||
Included in | |||||||||||||||||||||||||
Earnings | |||||||||||||||||||||||||
Contingent consideration | $ | 6,580 | $ | (577 | ) | $ | — | $ | (6,003 | ) | $ | — | $ | — | |||||||||||
Stock warrant liability | $ | 7,561 | $ | 3,095 | $ | — | $ | — | $ | — | $ | 10,656 | |||||||||||||
Inventories_Tables
Inventories (Tables) | 6 Months Ended | ||||||||
Apr. 04, 2014 | |||||||||
Inventory Disclosure [Abstract] | ' | ||||||||
Components of Inventories | ' | ||||||||
Inventories consist of the following (in thousands): | |||||||||
April 4, | September 27, | ||||||||
2014 | 2013 | ||||||||
Raw materials | $ | 36,242 | $ | 27,855 | |||||
Work-in-process | 7,031 | 6,021 | |||||||
Finished goods | 28,664 | 21,032 | |||||||
Total | $ | 71,937 | $ | 54,908 | |||||
Property_and_Equipment_Tables
Property and Equipment (Tables) | 6 Months Ended | ||||||||
Apr. 04, 2014 | |||||||||
Property Plant And Equipment [Abstract] | ' | ||||||||
Components of Property and Equipment | ' | ||||||||
Property and equipment consists of the following (in thousands): | |||||||||
April 4, | September 27, | ||||||||
2014 | 2013 | ||||||||
Machinery and equipment | $ | 63,822 | $ | 48,051 | |||||
Leasehold improvements | 7,998 | 5,129 | |||||||
Furniture and fixtures | 1,017 | 782 | |||||||
Construction in process | 8,082 | 6,234 | |||||||
Computer equipment and software | 7,758 | 7,908 | |||||||
Total property and equipment | 88,677 | 68,104 | |||||||
Less accumulated depreciation and amortization | (40,409 | ) | (35,369 | ) | |||||
Property and equipment — net | $ | 48,268 | $ | 32,735 | |||||
Goodwill_and_Intangible_Assets1
Goodwill and Intangible Assets (Tables) | 6 Months Ended | ||||||||||||||||||||||||
Apr. 04, 2014 | |||||||||||||||||||||||||
Goodwill And Intangible Assets Disclosure [Abstract] | ' | ||||||||||||||||||||||||
Summary of Amortization Expense of Intangible Assets | ' | ||||||||||||||||||||||||
Amortization expense related to intangible assets is as follows (in thousands): | |||||||||||||||||||||||||
Three Months Ended | Six Months Ended | ||||||||||||||||||||||||
April 4, | March 29, | April 4, | March 29, | ||||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||||||||||
Cost of revenue | $ | 6,504 | $ | 745 | $ | 8,022 | $ | 1,490 | |||||||||||||||||
Selling, general and administrative | 484 | 334 | 869 | 668 | |||||||||||||||||||||
Total | $ | 6,988 | $ | 1,079 | $ | 8,891 | $ | 2,158 | |||||||||||||||||
Summary of Intangible Assets | ' | ||||||||||||||||||||||||
Intangible assets consist of the following (in thousands): | |||||||||||||||||||||||||
April 4, | September 27, | ||||||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||||||
Acquired technology | $ | 145,159 | $ | 23,637 | |||||||||||||||||||||
Customer relationships | 26,070 | 13,150 | |||||||||||||||||||||||
In-process research and development | 21,580 | — | |||||||||||||||||||||||
Trade name | 3,400 | 3,400 | |||||||||||||||||||||||
Total | 196,209 | 40,187 | |||||||||||||||||||||||
Less accumulated amortization | (24,280 | ) | (15,389 | ) | |||||||||||||||||||||
Intangible assets — net | $ | 171,929 | $ | 24,798 | |||||||||||||||||||||
Summary of Activity in Intangible Assets and Goodwill | ' | ||||||||||||||||||||||||
A summary of the activity in intangible assets and goodwill follows (in thousands): | |||||||||||||||||||||||||
Total | Acquired | Customer | In-Process | Trade | Goodwill | ||||||||||||||||||||
Technology | Relationships | Research and | Name | ||||||||||||||||||||||
Development | |||||||||||||||||||||||||
Balance at September 27, 2013 | $ | 46,937 | $ | 23,637 | $ | 13,150 | $ | — | $ | 3,400 | $ | 6,750 | |||||||||||||
Mindspeed Acquisition | 161,770 | 118,180 | 12,920 | 21,580 | — | 9,090 | |||||||||||||||||||
Other intangibles purchased | 3,342 | 3,342 | — | — | — | — | |||||||||||||||||||
Balance at April 4, 2014 | $ | 212,049 | $ | 145,159 | $ | 26,070 | $ | 21,580 | $ | 3,400 | $ | 15,840 | |||||||||||||
Summary of Estimated Amortization of Intangible Assets in Future Fiscal Years | ' | ||||||||||||||||||||||||
As of April 4, 2014, estimated amortization of the intangible assets in future fiscal years, subject to the completion of the purchase price allocation for the Mindspeed Acquisition, was as follows (in thousands): | |||||||||||||||||||||||||
2014 (rest of fiscal year) | $ | 14,055 | |||||||||||||||||||||||
2015 | 26,773 | ||||||||||||||||||||||||
2016 | 24,089 | ||||||||||||||||||||||||
2017 | 21,889 | ||||||||||||||||||||||||
2018 | 18,316 | ||||||||||||||||||||||||
Thereafter | 41,827 | ||||||||||||||||||||||||
Total | $ | 146,949 | |||||||||||||||||||||||
Income_Loss_Per_Share_Tables
Income (Loss) Per Share (Tables) | 6 Months Ended | ||||||||||||||||
Apr. 04, 2014 | |||||||||||||||||
Earnings Per Share [Abstract] | ' | ||||||||||||||||
Computation for Basic and Diluted Net Income Per Share of Common Stock | ' | ||||||||||||||||
The following table sets forth the computation for basic and diluted net income per share of common stock (in thousands, except per share data): | |||||||||||||||||
Three Months Ended | Six Months Ended | ||||||||||||||||
April 4, | March 29, | April 4, | March 29, | ||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Numerator: | |||||||||||||||||
Net income (loss) | $ | (22,122 | ) | $ | 5,420 | $ | (31,043 | ) | $ | 9,476 | |||||||
Denominator: | |||||||||||||||||
Weighted average common shares outstanding-basic | 46,808 | 45,789 | 46,656 | 45,649 | |||||||||||||
Dilutive effect of options and warrants | — | 1,379 | — | 1,337 | |||||||||||||
Weighted average common shares outstanding-diluted | 46,808 | 47,168 | 46,656 | 46,986 | |||||||||||||
Common stock income (loss) per share: | |||||||||||||||||
Basic | $ | (0.47 | ) | $ | 0.12 | $ | (0.67 | ) | $ | 0.21 | |||||||
Diluted | $ | (0.47 | ) | $ | 0.11 | $ | (0.67 | ) | $ | 0.2 | |||||||
Restructurings_Tables
Restructurings (Tables) | 6 Months Ended | ||||
Apr. 04, 2014 | |||||
Restructuring And Related Activities [Abstract] | ' | ||||
Summary of Costs Related to Restructuring Actions | ' | ||||
The following is a summary of the costs incurred and remaining balances included in accrued expenses related to restructuring actions taken (in thousands): | |||||
Balance-September 27, 2013 | $ | 145 | |||
Current period charges - continuing operations | 15,725 | ||||
Payments | (4,819 | ) | |||
Balance-April 4, 2014 | $ | 11,051 | |||
ShareBased_Compensation_Tables
Share-Based Compensation (Tables) | 6 Months Ended | ||||||||||||||||
Apr. 04, 2014 | |||||||||||||||||
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ' | ||||||||||||||||
Effects of Stock-Based Compensation Expense Related to Stock-Based Awards to Employees and Non-Employees | ' | ||||||||||||||||
The following table presents the effects of share-based compensation expense related to share-based awards to employees and non-employees in the Company’s condensed consolidated statements of operations during the periods presented (in thousands): | |||||||||||||||||
Three Months Ended | Six Months Ended | ||||||||||||||||
April 4, | March 29, | April 4, | March 29, | ||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Cost of revenue | $ | 426 | $ | 292 | $ | 709 | $ | 609 | |||||||||
Research and development | 728 | 484 | 1,212 | 856 | |||||||||||||
Selling, general and administrative | 2,136 | 907 | 3,214 | 1,841 | |||||||||||||
Total stock-based compensation expense | $ | 3,290 | $ | 1,683 | $ | 5,135 | $ | 3,306 | |||||||||
Summary of Stock Option Activity | ' | ||||||||||||||||
Stock option activity for the six months ended April 4, 2014, is as follows (in thousands, except per share amounts): | |||||||||||||||||
Number of | Weighted- | Weighted- | Aggregate | ||||||||||||||
Shares | Average | Average | Intrinsic | ||||||||||||||
Exercise Price | Remaining | Value | |||||||||||||||
Per Share | Contractual | ||||||||||||||||
Term | |||||||||||||||||
(in years) | |||||||||||||||||
Outstanding-September 27, 2013 | 841 | $ | 1.6 | 6.2 | $ | 13,131 | |||||||||||
Assumed in Mindspeed Acquisition | 439 | 24.5 | |||||||||||||||
Granted | — | — | |||||||||||||||
Exercised | (306 | ) | 4.61 | ||||||||||||||
Forfeited, canceled or expired | (78 | ) | 35.16 | ||||||||||||||
Outstanding-April 4, 2014 | 896 | $ | 8.92 | 4.8 | $ | 11,223 | |||||||||||
Options vested and expected to vest as of April 4, 2014 | 896 | $ | 8.92 | 4.8 | $ | 11,223 | |||||||||||
Options vested and exercisable as of April 4, 2014 | 813 | $ | 9.29 | 4.7 | $ | 9,956 | |||||||||||
Summary of Restricted Stock and Restricted Stock Units Activity | ' | ||||||||||||||||
A summary of restricted stock and restricted stock units activity for the six months ended April 4, 2014, is as follows (in thousands): | |||||||||||||||||
Number of | Weighted- | Aggregate | |||||||||||||||
Shares | Average | Intrinsic | |||||||||||||||
Remaining | Value | ||||||||||||||||
Contractual | |||||||||||||||||
Term | |||||||||||||||||
(in years) | |||||||||||||||||
Unvested-September 27, 2013 | 1,129 | 2.9 | $ | 18,148 | |||||||||||||
Assumed in Mindspeed Acquisition | 285 | ||||||||||||||||
Granted | 724 | ||||||||||||||||
Vested and released | (303 | ) | |||||||||||||||
Forfeited, canceled or expired | (107 | ) | |||||||||||||||
Issued and unvested-April 4, 2014 | 1,728 | 2.8 | $ | 34,824 | |||||||||||||
Shares expected to vest-April 4, 2014 | 1,529 | 2.8 | $ | 30,803 | |||||||||||||
Geographic_and_Significant_Cus1
Geographic and Significant Customer Information (Tables) | 6 Months Ended | ||||||||||||||||
Apr. 04, 2014 | |||||||||||||||||
Segment Reporting [Abstract] | ' | ||||||||||||||||
Summary of Different Geographic Regions | ' | ||||||||||||||||
Information about the Company’s operations in different geographic regions, based upon customer locations, is presented below (in thousands): | |||||||||||||||||
Three Months Ended | Six Months Ended | ||||||||||||||||
Revenue by Geographic Region | April 4, | March 29, | April 4, | March 29, | |||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
United States | $ | 50,915 | $ | 47,281 | $ | 104,804 | $ | 92,617 | |||||||||
International (1) | 56,912 | 31,562 | 87,177 | 62,302 | |||||||||||||
Total | $ | 107,827 | $ | 78,843 | $ | 191,981 | $ | 154,919 | |||||||||
As of | |||||||||||||||||
Long-Lived Assets by Geographic Region | April 4, | September 27, | |||||||||||||||
2014 | 2013 | ||||||||||||||||
United States | $ | 40,962 | $ | 26,226 | |||||||||||||
International (2) | 7,306 | 6,509 | |||||||||||||||
Total | $ | 48,268 | $ | 32,735 | |||||||||||||
-1 | No international countries represented greater than 10% of total revenue during the periods presented. | ||||||||||||||||
-2 | No international country or region represented greater than 10% of the total net long-lived assets as of the dates presented, other than the Asia-Pacific region that represented 12% of total long-lived assets as of September 27, 2013. | ||||||||||||||||
Summary of Customer Concentrations as Percentage of Total Sales and Accounts Receivable | ' | ||||||||||||||||
The following is a summary of customer concentrations as a percentage of total sales and accounts receivable as of and for the periods presented: | |||||||||||||||||
Three Months Ended | Six Months Ended | ||||||||||||||||
Revenue | April 4, | March 29, | April 4, | March 29, | |||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Customer A | 13 | % | 15 | % | 18 | % | 15 | % | |||||||||
Customer B | 19 | % | 25 | % | 21 | % | 25 | % | |||||||||
As of | |||||||||||||||||
Accounts Receivable | April 4, | September 27, | |||||||||||||||
2014 | 2013 | ||||||||||||||||
Customer A | 17 | % | 18 | % | |||||||||||||
Customer B | 18 | % | 21 | % |
Description_of_Business_Basis_2
Description of Business, Basis of Presentation and Accounting - Additional Information (Detail) | 0 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Apr. 04, 2014 | Apr. 04, 2014 | Jan. 03, 2014 | Apr. 04, 2014 | Sep. 27, 2013 | |
Segment | |||||
Description Of Business And Basis Of Presentation [Line Items] | ' | ' | ' | ' | ' |
Number of reportable operating segment | ' | ' | ' | 1 | ' |
Reporting period description | ' | ' | ' | 'For fiscal years in which there are 53 weeks, the first quarter reporting period includes 14 weeks. | ' |
Number of weeks in period | '53 weeks | '13 weeks | '14 weeks | '27 weeks | '52 weeks |
Nitronex LLC [Member] | ' | ' | ' | ' | ' |
Description Of Business And Basis Of Presentation [Line Items] | ' | ' | ' | ' | ' |
Date of Acquisition | ' | ' | ' | 13-Feb-14 | ' |
Acquisitions_Additional_Inform
Acquisitions - Additional Information (Detail) (USD $) | 3 Months Ended | 6 Months Ended | 0 Months Ended | 6 Months Ended | 0 Months Ended | 6 Months Ended |
Apr. 04, 2014 | Apr. 04, 2014 | Dec. 18, 2013 | Apr. 04, 2014 | Feb. 13, 2014 | Apr. 04, 2014 | |
Mindspeed [Member] | Mindspeed [Member] | Nitronex LLC [Member] | Nitronex LLC [Member] | |||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' |
Date of Acquisition | ' | ' | ' | ' | ' | 13-Feb-14 |
Business acquisition cost of acquired entity, cash paid | ' | ' | ' | ' | $26,100,000 | ' |
Escrow deposit | ' | ' | ' | ' | 3,900,000 | ' |
Escrow agreement expiration period | ' | ' | ' | ' | ' | '2015-08 |
Amount to be return from escrow account | ' | ' | ' | ' | 0 | ' |
Outstanding shares of common stock, par value | $0.00 | $0.00 | $0.01 | ' | ' | ' |
Outstanding shares of common stock at a purchase price per share | ' | ' | $5.05 | ' | ' | ' |
Purchase price of acquisition | ' | 258,108,000 | 232,028,000 | 232,000,000 | ' | ' |
Liabilities and incurred costs | ' | ' | 80,385,000 | 80,400,000 | ' | ' |
Business combination acquisition related costs | ' | ' | ' | 4,500,000 | ' | ' |
The fair value of the assumed options and stock awards | ' | ' | ' | 4,800,000 | ' | ' |
Stock option vested | ' | ' | ' | 1,500,000 | ' | ' |
Weighted-average life of identified intangible assets acquired | ' | ' | ' | '7 years | ' | ' |
Aggregate amount of restructuring charge and change-in-control payments | 2,635,000 | 15,725,000 | ' | 14,900,000 | ' | ' |
Acquisition costs of discontinued operations | ' | ' | ' | $4,500,000 | ' | ' |
Acquisitions_Schedule_of_Aggre
Acquisitions - Schedule of Aggregate Purchase Price Allocated to Tangible and Identifiable Intangible Assets Acquired and Liabilities Assumed (Detail) (USD $) | 6 Months Ended | 0 Months Ended | 6 Months Ended | |
In Thousands, unless otherwise specified | Apr. 04, 2014 | Sep. 27, 2013 | Dec. 18, 2013 | Apr. 04, 2014 |
Mindspeed [Member] | Mindspeed [Member] | |||
Loans At Acquisition Date [Line Items] | ' | ' | ' | ' |
Current assets | ' | ' | $51,801 | ' |
Intangible and other assets | ' | ' | 253,013 | ' |
Total assets acquired | ' | ' | 304,814 | ' |
Current liabilities | ' | ' | 34,966 | ' |
Debt | ' | ' | 39,824 | ' |
Other liabilities | ' | ' | 5,595 | ' |
Total liabilities assumed | ' | ' | 80,385 | 80,400 |
Net assets acquired | ' | ' | 224,429 | ' |
Consideration: | ' | ' | ' | ' |
Cash paid upon closing, net of cash acquired | 258,108 | ' | 232,028 | 232,000 |
Fair value of vested awards assumed in acquisition | ' | ' | 1,491 | ' |
Total consideration | ' | ' | 233,519 | ' |
Goodwill | $15,840 | $6,750 | $9,090 | ' |
Acquisitions_Components_of_Acq
Acquisitions - Components of Acquired Intangible Assets on a Preliminary Basis (Detail) (USD $) | 6 Months Ended | 0 Months Ended | 6 Months Ended | 0 Months Ended | 6 Months Ended | 0 Months Ended | |
In Thousands, unless otherwise specified | Apr. 04, 2014 | Dec. 18, 2013 | Dec. 18, 2013 | Apr. 04, 2014 | Dec. 18, 2013 | Apr. 04, 2014 | Dec. 18, 2013 |
Mindspeed [Member] | Developed Technology [Member] | Customer Relationships [Member] | Customer Relationships [Member] | In-Process Research and Development [Member] | In-Process Research and Development [Member] | ||
Mindspeed [Member] | Mindspeed [Member] | Mindspeed [Member] | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Acquired intangible assets | $161,770 | $152,680 | $118,180 | $12,920 | $12,920 | $21,580 | $21,580 |
Acquired intangible assets, Useful Lives | ' | ' | '7 years | ' | '10 years | ' | ' |
Acquisitions_Summary_of_Revenu
Acquisitions - Summary of Revenue and Earnings (Detail) (Mindspeed [Member], USD $) | 6 Months Ended |
In Thousands, unless otherwise specified | Apr. 04, 2014 |
Mindspeed [Member] | ' |
Business Acquisition [Line Items] | ' |
Revenue | $33,809 |
Loss from continuing operations before income taxes | ($22,707) |
Acquisitions_Condensed_Consoli
Acquisitions - Condensed Consolidated Statement of Operations Related to Divested Business (Detail) (Mindspeed [Member], USD $) | 3 Months Ended | 6 Months Ended |
In Thousands, unless otherwise specified | Apr. 04, 2014 | Apr. 04, 2014 |
Mindspeed [Member] | ' | ' |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ' | ' |
Revenue | $1,983 | $2,440 |
Loss before income taxes | -4,007 | -7,381 |
Benefit for income taxes | 1,507 | 2,776 |
Loss from discontinued operations, net | ($2,500) | ($4,605) |
Acquisitions_Summary_of_Supple
Acquisitions - Summary of Supplemental Pro Forma Data (Detail) (Mindspeed [Member], USD $) | 6 Months Ended |
In Thousands, unless otherwise specified | Apr. 04, 2014 |
Mindspeed [Member] | ' |
Business Acquisition [Line Items] | ' |
Revenue | $211,437 |
Net loss | ($28,234) |
Financial_Instruments_Financia
Financial Instruments - Financial Liabilities Measured at Fair Value on Recurring Basis (Detail) (Common Stock Warrant Liability [Member], USD $) | Apr. 04, 2014 | Sep. 27, 2013 |
In Thousands, unless otherwise specified | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Financial liabilities measured at fair value on a recurring basis | $14,657 | $11,873 |
Active Markets for Identical Assets (Level 1) [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Financial liabilities measured at fair value on a recurring basis | ' | ' |
Observable Inputs (Level 2) [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Financial liabilities measured at fair value on a recurring basis | ' | ' |
Unobservable Inputs (Level 3) [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Financial liabilities measured at fair value on a recurring basis | $14,657 | $11,873 |
Financial_Instruments_Changes_
Financial Instruments - Changes in Financial Liabilities with Inputs Classified within Level 3 of Fair Value (Detail) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Apr. 04, 2014 | Mar. 29, 2013 | Apr. 04, 2014 | Mar. 29, 2013 |
Stock Warrant Liability [Member] | ' | ' | ' | ' |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | ' | ' | ' |
Changes in financial liabilities with inputs classified within Level 3 of the fair value, beginning balance | $10,591 | $9,587 | $11,873 | $7,561 |
Net Realized/ Unrealized Losses (Gains) Included in Earnings | 4,066 | 1,069 | 2,784 | 3,095 |
Purchases and Issuances | ' | ' | ' | ' |
Sales and Settlements | ' | ' | ' | ' |
Transfers in and/or (out) of Level 3 | ' | ' | ' | ' |
Changes in financial liabilities with inputs classified within Level 3 of the fair value, ending balance | 14,657 | 10,656 | 14,657 | 10,656 |
Contingent Consideration [Member] | ' | ' | ' | ' |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | ' | ' | ' |
Changes in financial liabilities with inputs classified within Level 3 of the fair value, beginning balance | ' | 405 | ' | 6,580 |
Net Realized/ Unrealized Losses (Gains) Included in Earnings | ' | -405 | ' | -577 |
Purchases and Issuances | ' | ' | ' | ' |
Sales and Settlements | ' | ' | ' | -6,003 |
Transfers in and/or (out) of Level 3 | ' | ' | ' | ' |
Changes in financial liabilities with inputs classified within Level 3 of the fair value, ending balance | ' | ' | ' | ' |
Financial_Instruments_Addition
Financial Instruments - Additional Information (Detail) | 0 Months Ended |
Apr. 04, 2014 | |
Fair Value Disclosures [Abstract] | ' |
Expected life of common stock warrants | '6 years 8 months 12 days |
Expected volatility | 42.60% |
Risk free rate | 2.30% |
Inventories_Components_of_Inve
Inventories - Components of Inventories (Detail) (USD $) | Apr. 04, 2014 | Sep. 27, 2013 |
In Thousands, unless otherwise specified | ||
Inventory Disclosure [Abstract] | ' | ' |
Raw materials | $36,242 | $27,855 |
Work-in-process | 7,031 | 6,021 |
Finished goods | 28,664 | 21,032 |
Total | $71,937 | $54,908 |
Property_and_Equipment_Compone
Property and Equipment - Components of Property and Equipment (Detail) (USD $) | Apr. 04, 2014 | Sep. 27, 2013 |
In Thousands, unless otherwise specified | ||
Property, Plant and Equipment [Line Items] | ' | ' |
Total property and equipment | $88,677 | $68,104 |
Less accumulated depreciation and amortization | -40,409 | -35,369 |
Property and equipment - net | 48,268 | 32,735 |
Machinery and Equipment [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Total property and equipment | 63,822 | 48,051 |
Leasehold Improvements [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Total property and equipment | 7,998 | 5,129 |
Furniture and Fixtures [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Total property and equipment | 1,017 | 782 |
Construction in Process [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Total property and equipment | 8,082 | 6,234 |
Computer Equipment and Software [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Total property and equipment | $7,758 | $7,908 |
Property_and_Equipment_Additio
Property and Equipment - Additional Information (Detail) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Millions, unless otherwise specified | Apr. 04, 2014 | Mar. 29, 2013 | Apr. 04, 2014 | Mar. 29, 2013 |
Property Plant And Equipment Useful Life And Values [Abstract] | ' | ' | ' | ' |
Depreciation and amortization expense | $3.90 | $2.70 | $7.10 | $5.40 |
Debt_Additional_Information_De
Debt - Additional Information (Detail) (USD $) | 6 Months Ended | 0 Months Ended | 6 Months Ended | 0 Months Ended | 6 Months Ended | 0 Months Ended | ||||||
Apr. 04, 2014 | Apr. 04, 2014 | Sep. 26, 2013 | Apr. 04, 2014 | 8-May-14 | Apr. 04, 2014 | Apr. 04, 2014 | Apr. 04, 2014 | Apr. 04, 2014 | Apr. 04, 2014 | Apr. 04, 2014 | 8-May-14 | |
Mindspeed [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Term Loans [Member] | ||
Subsequent Event [Member] | Interest Rate LIBOR One [Member] | Interest Rate LIBOR Two [Member] | Interest Rate LIBOR Three [Member] | Interest Rate LIBOR Four [Member] | Interest Rate LIBOR Five [Member] | Interest Rate LIBOR Six [Member] | Subsequent Event [Member] | |||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revolving credit facility maturity date | ' | ' | 30-Sep-18 | ' | 31-May-19 | ' | ' | ' | ' | ' | ' | 31-May-21 |
Revolving credit facility maximum borrowing availability | ' | ' | $300,000,000 | ' | $100,000,000 | ' | ' | ' | ' | ' | ' | $350,000,000 |
Revolving credit facility interest rate | ' | ' | ' | 'Borrowings under the revolving credit facility bear either a variable interest rate equal to (i) the greater of the lender's prime rate, the federal funds effective rate plus 0.5%, or an adjusted LIBOR plus 1.0%, in each case plus either an additional 1.00%, 1.25% or 1.50%, subject to certain conditions, or (ii) an adjusted LIBOR rate plus either 2.00%, 2.25% or 2.50%, subject to certain conditions. | ' | ' | ' | ' | ' | ' | ' | ' |
Revolving credit facility, LIBOR rate | ' | ' | ' | 'Adjusted LIBOR plus 1.0% | ' | ' | ' | ' | ' | ' | ' | ' |
Revolving credit facility federal funds effective rate | ' | ' | ' | 'Federal funds effective rate plus 0.5% | ' | ' | ' | ' | ' | ' | ' | ' |
Federal funds effective rate | ' | ' | ' | 0.50% | ' | ' | ' | ' | ' | ' | ' | ' |
LIBOR rate | ' | ' | ' | 1.00% | ' | ' | ' | ' | ' | ' | ' | ' |
Adjusted LIBOR rate percentage | ' | ' | ' | ' | ' | 1.00% | 1.25% | 1.50% | 2.00% | 2.25% | 2.50% | ' |
Indebtedness on revolving credit facility | 245,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revolving credit facility, outstanding | 245,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding notes payable | ' | 3,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Notes payable, interest rate | ' | 6.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Expected maturity period | ' | 'Due in June 2017 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Notes payable | ' | $4,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Goodwill_and_Intangible_Assets2
Goodwill and Intangible Assets - Summary of Amortization Expense of Intangible Assets (Detail) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Apr. 04, 2014 | Mar. 29, 2013 | Apr. 04, 2014 | Mar. 29, 2013 |
Schedule Of Amortization Expenses Recognized [Line Items] | ' | ' | ' | ' |
Total | $6,988 | $1,079 | $8,891 | $2,158 |
Cost of Revenue [Member] | ' | ' | ' | ' |
Schedule Of Amortization Expenses Recognized [Line Items] | ' | ' | ' | ' |
Total | 6,504 | 745 | 8,022 | 1,490 |
Selling, General and Administrative [Member] | ' | ' | ' | ' |
Schedule Of Amortization Expenses Recognized [Line Items] | ' | ' | ' | ' |
Total | $484 | $334 | $869 | $668 |
Goodwill_and_Intangible_Assets3
Goodwill and Intangible Assets - Summary of Intangible Assets (Detail) (USD $) | Apr. 04, 2014 | Sep. 27, 2013 |
In Thousands, unless otherwise specified | ||
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Intangible assets | $196,209 | $40,187 |
Less accumulated amortization | -24,280 | -15,389 |
Intangible assets - net | 171,929 | 24,798 |
Acquired Technology [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Intangible assets | 145,159 | 23,637 |
Less accumulated amortization | -17,600 | -9,600 |
Customer Relationships [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Intangible assets | 26,070 | 13,150 |
Less accumulated amortization | -6,700 | -5,800 |
In-Process Research and Development [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Intangible assets | 21,580 | ' |
Trade Name [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Intangible assets | $3,400 | $3,400 |
Goodwill_and_Intangible_Assets4
Goodwill and Intangible Assets - Summary of Activity in Intangible Assets and Goodwill (Detail) (USD $) | 6 Months Ended |
In Thousands, unless otherwise specified | Apr. 04, 2014 |
Finite-Lived Intangible Assets [Line Items] | ' |
Balance - September 27, 2013 | $46,937 |
Mindspeed Acquisition | 161,770 |
Other intangibles purchased | 3,342 |
Balance - April 4, 2014 | 212,049 |
Acquired Technology [Member] | ' |
Finite-Lived Intangible Assets [Line Items] | ' |
Balance - September 27, 2013 | 23,637 |
Mindspeed Acquisition | 118,180 |
Other intangibles purchased | 3,342 |
Balance - April 4, 2014 | 145,159 |
Customer Relationships [Member] | ' |
Finite-Lived Intangible Assets [Line Items] | ' |
Balance - September 27, 2013 | 13,150 |
Mindspeed Acquisition | 12,920 |
Other intangibles purchased | ' |
Balance - April 4, 2014 | 26,070 |
In-Process Research and Development [Member] | ' |
Finite-Lived Intangible Assets [Line Items] | ' |
Balance - September 27, 2013 | ' |
Mindspeed Acquisition | 21,580 |
Other intangibles purchased | ' |
Balance - April 4, 2014 | 21,580 |
Trade Name [Member] | ' |
Finite-Lived Intangible Assets [Line Items] | ' |
Balance - September 27, 2013 | 3,400 |
Mindspeed Acquisition | ' |
Other intangibles purchased | ' |
Balance - April 4, 2014 | 3,400 |
Goodwill [Member] | ' |
Finite-Lived Intangible Assets [Line Items] | ' |
Balance - September 27, 2013 | 6,750 |
Mindspeed Acquisition | 9,090 |
Other intangibles purchased | ' |
Balance - April 4, 2014 | $15,840 |
Goodwill_and_Intangible_Assets5
Goodwill and Intangible Assets - Additional Information (Detail) (USD $) | Apr. 04, 2014 | Sep. 27, 2013 |
In Thousands, unless otherwise specified | ||
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Accumulated amortization | $24,280 | $15,389 |
Acquired Technology [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Accumulated amortization | 17,600 | 9,600 |
Customer Relationships [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Accumulated amortization | $6,700 | $5,800 |
Goodwill_and_Intangible_Assets6
Goodwill and Intangible Assets - Summary of Estimated Amortization of Intangible Assets in Future Fiscal Years (Detail) (USD $) | Apr. 04, 2014 |
In Thousands, unless otherwise specified | |
Goodwill And Intangible Assets Disclosure [Abstract] | ' |
2014 (rest of fiscal year) | $14,055 |
2015 | 26,773 |
2016 | 24,089 |
2017 | 21,889 |
2018 | 18,316 |
Thereafter | 41,827 |
Amortizable intangible assets - net | $146,949 |
Stockholders_Equity_Additional
Stockholders' Equity - Additional Information (Detail) (USD $) | Apr. 04, 2014 | Sep. 27, 2013 |
Statement Of Stockholders Equity [Abstract] | ' | ' |
Preferred stock, par value | $0.00 | ' |
Preferred stock, shares authorized | 10,000,000 | ' |
Common stock, par value | $0.00 | ' |
Common stock, shares authorized | 300,000,000 | ' |
Unvested shares of restricted common stock excluded from outstanding shares | 158,000 | 74,000 |
Income_Loss_Per_Share_Computat
Income (Loss) Per Share - Computation for Basic and Diluted Net Income Per Share of Common Stock (Detail) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Apr. 04, 2014 | Mar. 29, 2013 | Apr. 04, 2014 | Mar. 29, 2013 |
Numerator: | ' | ' | ' | ' |
Net income (loss) | ($22,122) | $5,420 | ($31,043) | $9,476 |
Denominator: | ' | ' | ' | ' |
Weighted average common shares outstanding - basic | 46,808 | 45,789 | 46,656 | 45,649 |
Weighted average common shares outstanding - diluted | 46,808 | 47,168 | 46,656 | 46,986 |
Common stock income (loss) per share: | ' | ' | ' | ' |
Basic | ($0.47) | $0.12 | ($0.67) | $0.21 |
Diluted | ($0.47) | $0.11 | ($0.67) | $0.20 |
Options and Warrants [Member] | ' | ' | ' | ' |
Denominator: | ' | ' | ' | ' |
Dilutive effect of options and warrants | ' | 1,379 | ' | 1,337 |
Commitments_and_Contingencies_
Commitments and Contingencies - Additional Information (Detail) (USD $) | 0 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended |
In Millions, unless otherwise specified | Jan. 28, 2013 | Apr. 04, 2014 | Apr. 04, 2014 | Sep. 27, 2013 |
Contingencies And Commitments [Line Items] | ' | ' | ' | ' |
Long term technology licensing and transfer commitment | ' | $4.10 | ' | $4.40 |
Long term technology licensing and transfer commitment, Expiry Date | ' | ' | '2016-07 | ' |
Alleged damages | 2.2 | ' | ' | ' |
Maximum [Member] | ' | ' | ' | ' |
Contingencies And Commitments [Line Items] | ' | ' | ' | ' |
Long term technology licensing and transfer commitment | ' | ' | 5.2 | ' |
Restructurings_Additional_Info
Restructurings - Additional Information (Detail) (USD $) | 6 Months Ended |
In Millions, unless otherwise specified | Apr. 04, 2014 |
Restructuring And Related Activities [Abstract] | ' |
Severance and outplacement fees for the terminated employees | $11.50 |
Restructurings_Summary_of_Cost
Restructurings - Summary of Costs Related to Restructuring Actions (Detail) (USD $) | 3 Months Ended | 6 Months Ended |
In Thousands, unless otherwise specified | Apr. 04, 2014 | Apr. 04, 2014 |
Restructuring And Related Activities [Abstract] | ' | ' |
Beginning Balance of accrued costs | ' | $145 |
Current period charges - continuing operations | 2,635 | 15,725 |
Payments | ' | -4,819 |
Ending Balance of accrued costs | $11,051 | $11,051 |
ShareBased_Compensation_Effect
Share-Based Compensation - Effects of Stock-Based Compensation Expense Related to Stock-Based Awards to Employees and Non-Employees (Detail) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Apr. 04, 2014 | Mar. 29, 2013 | Apr. 04, 2014 | Mar. 29, 2013 |
Components Of Salaries And Benefits [Line Items] | ' | ' | ' | ' |
Total stock-based compensation expense | $3,290 | $1,683 | $5,135 | $3,306 |
Cost of Revenue [Member] | ' | ' | ' | ' |
Components Of Salaries And Benefits [Line Items] | ' | ' | ' | ' |
Total stock-based compensation expense | 426 | 292 | 709 | 609 |
Research and Development [Member] | ' | ' | ' | ' |
Components Of Salaries And Benefits [Line Items] | ' | ' | ' | ' |
Total stock-based compensation expense | 728 | 484 | 1,212 | 856 |
Selling, General and Administrative [Member] | ' | ' | ' | ' |
Components Of Salaries And Benefits [Line Items] | ' | ' | ' | ' |
Total stock-based compensation expense | $2,136 | $907 | $3,214 | $1,841 |
ShareBased_Compensation_Additi
Share-Based Compensation - Additional Information (Detail) (USD $) | 6 Months Ended |
In Millions, unless otherwise specified | Apr. 04, 2014 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Total intrinsic value of options exercised | $4.20 |
Compensation cost expected to be recognized | '1 month 6 days |
Total intrinsic value of awards vesting | 5.1 |
Restricted Stock Units [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Total unrecognized compensation cost | 19 |
Compensation cost expected to be recognized | '2 years 9 months 18 days |
Omnibus Incentive Plan [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Increase in common stock available for issuance, shares | 1.9 |
2012 Employee Stock Purchase Plan [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Increase in common stock available for issuance, shares | 0.6 |
Future grants | 10.5 |
Unvested Stock Options [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Total unrecognized compensation cost | $0.10 |
ShareBased_Compensation_Summar
Share-Based Compensation - Summary of Stock Option Activity (Detail) (USD $) | 6 Months Ended |
In Thousands, except Per Share data, unless otherwise specified | Apr. 04, 2014 |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ' |
Number of Shares, Outstanding - September 27, 2013 | 841 |
Number of Shares, Assumed in Mindspeed Acquisition | 439 |
Number of Shares, Granted | ' |
Number of Shares, Exercised | -306 |
Number of Shares, Forfeited, canceled or expired | -78 |
Number of Shares, Outstanding - April 4, 2014 | 896 |
Number of Shares, Options vested and expected to vest as of April 4, 2014 | 896 |
Number of Shares, Options vested and exercisable as of April 4, 2014 | 813 |
Weighted-Average Exercise Price Per Share, Outstanding - September 27, 2013 | $1.60 |
Weighted-Average Exercise Price Per Share, Assumed in Mindspeed Acquisition | $24.50 |
Weighted-Average Exercise Price Per Share, Granted | ' |
Weighted-Average Exercise Price Per Share, Exercised | $4.61 |
Weighted-Average Exercise Price Per Share, Forfeited, canceled or expired | $35.16 |
Weighted-Average Exercise Price Per Share, Outstanding - April 4, 2014 | $8.92 |
Weighted-Average Exercise Price Per Share, Options vested and expected to vest as of April 4, 2014 | $8.92 |
Weighted-Average Exercise Price Per Share, Options vested and exercisable as of April 4, 2014 | $9.29 |
Weighted-Average Remaining Contractual Term (in years), Outstanding - September 27, 2013 | '6 years 2 months 12 days |
Weighted-Average Remaining Contractual Term (in years), Outstanding - April 4, 2014 | '4 years 9 months 18 days |
Weighted-Average Remaining Contractual Term (in years), Options vested and expected to vest as of April 4, 2014 | '4 years 9 months 18 days |
Weighted-Average Remaining Contractual Term (in years), Options vested and exercisable as of April 4, 2014 | '4 years 8 months 12 days |
Aggregate Intrinsic Value, Outstanding - September 27, 2013 | $13,131 |
Aggregate Intrinsic Value, Outstanding - April 4, 2014 | 11,223 |
Aggregate Intrinsic Value, Options vested and expected to vest as of April 4, 2014 | 11,223 |
Aggregate Intrinsic Value, Options vested and exercisable as of April 4, 2014 | $9,956 |
ShareBased_Compensation_Summar1
Share-Based Compensation - Summary of Restricted Stock and Restricted Stock Units Activity (Detail) (USD $) | 6 Months Ended |
In Thousands, unless otherwise specified | Apr. 04, 2014 |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ' |
Number of Shares, Unvested - September 27, 2013 | 1,129 |
Number of Shares, Assumed in Mindspeed Acquisition | 285 |
Number of Shares, Granted | 724 |
Number of Shares, Vested and released | -303 |
Number of Shares, Forfeited, canceled or expired | -107 |
Number of Shares, Issued and unvested - April 4, 2014 | 1,728 |
Number of Shares, Shares expected to vest - April 4, 2014 | 1,529 |
Weighted-Average Remaining Contractual Term (in years), Unvested - September 27, 2013 | '2 years 10 months 24 days |
Weighted-Average Remaining Contractual Term (in years), Issued and unvested - April 4, 2014 | '2 years 9 months 18 days |
Weighted-Average Remaining Contractual Term (in years), Shares expected to vest - April 4, 2014 | '2 years 9 months 18 days |
Aggregate Intrinsic Value, Unvested - September 27, 2013 | $18,148 |
Aggregate Intrinsic Value, Issued and unvested - April 4, 2014 | 34,824 |
Aggregate Intrinsic Value, Shares expected to vest - April 4, 2014 | $30,803 |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Detail) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Millions, unless otherwise specified | Apr. 04, 2014 | Mar. 29, 2013 | Apr. 04, 2014 | Mar. 29, 2013 |
Income Taxes [Line Items] | ' | ' | ' | ' |
U.S. federal statutory income tax rate | 35.00% | 35.00% | 35.00% | 35.00% |
Mindspeed [Member] | ' | ' | ' | ' |
Income Taxes [Line Items] | ' | ' | ' | ' |
Net operating loss carryforwards | 683.7 | ' | 683.7 | ' |
Expiration beginning year for net operating loss carryforwards | ' | ' | '2033 | ' |
Federal research and development tax credit carryforwards | 19.5 | ' | 19.5 | ' |
Internal revenue | ' | ' | 305.9 | ' |
Estimated aggregate net deferred income tax assets acquire | 85.7 | ' | 85.7 | ' |
Net deferred income tax liability | 68.9 | ' | 68.9 | ' |
Valuation allowance | 16.8 | ' | 16.8 | ' |
Nitronex LLC [Member] | ' | ' | ' | ' |
Income Taxes [Line Items] | ' | ' | ' | ' |
Increase to additional paid-in capital | 6.2 | ' | 6.2 | ' |
Related_Party_Transactions_Add
Related Party Transactions - Additional Information (Detail) (USD $) | 3 Months Ended | 6 Months Ended | ||
Apr. 04, 2014 | Mar. 29, 2013 | Apr. 04, 2014 | Mar. 29, 2013 | |
Related Party Transactions [Abstract] | ' | ' | ' | ' |
Minimum service requirements or payment obligations | $0 | ' | $0 | ' |
Notice period to terminate agreement | ' | ' | '30 days | ' |
Other income-related party | $40,000 | $86,000 | $118,000 | $170,000 |
Supplemental_Cash_Flow_Informa1
Supplemental Cash Flow Information - Additional Information (Detail) (USD $) | 6 Months Ended | |
Apr. 04, 2014 | Mar. 29, 2013 | |
Supplemental Cash Flow Elements [Abstract] | ' | ' |
Unpaid amounts related to purchase of assets | $568,000 | $1,000,000 |
Mindspeed [Member] | ' | ' |
Supplemental Cash Flow Elements [Abstract] | ' | ' |
Assumed indebtedness | 39,800,000 | ' |
Debt paid | $35,000,000 | ' |
Geographic_and_Significant_Cus2
Geographic and Significant Customer Information - Summary of Different Geographic Regions (Detail) (USD $) | 3 Months Ended | 6 Months Ended | |||
In Thousands, unless otherwise specified | Apr. 04, 2014 | Mar. 29, 2013 | Apr. 04, 2014 | Mar. 29, 2013 | Sep. 27, 2013 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' | ' | ' | ' |
Revenue by Geographic Region | $107,827 | $78,843 | $191,981 | $154,919 | ' |
Long-Lived Assets by Geographic Region | 48,268 | ' | 48,268 | ' | 32,735 |
United States [Member] | ' | ' | ' | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' | ' | ' | ' |
Revenue by Geographic Region | 50,915 | 47,281 | 104,804 | 92,617 | ' |
Long-Lived Assets by Geographic Region | 40,962 | ' | 40,962 | ' | 26,226 |
International [Member] | ' | ' | ' | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' | ' | ' | ' |
Revenue by Geographic Region | 56,912 | 31,562 | 87,177 | 62,302 | ' |
Long-Lived Assets by Geographic Region | $7,306 | ' | $7,306 | ' | $6,509 |
Geographic_and_Significant_Cus3
Geographic and Significant Customer Information - Summary of Different Geographic Regions (Parenthetical) (Detail) | Apr. 04, 2014 | Sep. 27, 2013 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' |
Percentage of geographic segment revenue threshold | 10.00% | 10.00% |
Percentage of geographic segment long-lived assets threshold | 10.00% | 10.00% |
Asia-Pacific Region [Member] | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' |
Percentage of geographic segment long-lived assets threshold | ' | 12.00% |
Geographic_and_Significant_Cus4
Geographic and Significant Customer Information - Summary of Customer Concentrations as Percentage of Total Sales and Accounts Receivable (Detail) | 3 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | ||||||||||
Apr. 04, 2014 | Mar. 29, 2013 | Apr. 04, 2014 | Mar. 29, 2013 | Apr. 04, 2014 | Mar. 29, 2013 | Apr. 04, 2014 | Mar. 29, 2013 | Apr. 04, 2014 | Sep. 27, 2013 | Apr. 04, 2014 | Mar. 29, 2013 | Apr. 04, 2014 | Mar. 29, 2013 | Apr. 04, 2014 | Sep. 27, 2013 | |
Revenue [Member] | Revenue [Member] | Revenue [Member] | Revenue [Member] | Customera [Member] | Customera [Member] | Customera [Member] | Customera [Member] | Customer B [Member] | Customer B [Member] | Customer B [Member] | Customer B [Member] | Customer B [Member] | Customer B [Member] | Customer A [Member] | Customer A [Member] | |
Revenue [Member] | Revenue [Member] | Revenue [Member] | Revenue [Member] | Revenue [Member] | Revenue [Member] | Revenue [Member] | Revenue [Member] | |||||||||
Revenue from External Customer [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue | 64.00% | 61.00% | 62.00% | 61.00% | 13.00% | 15.00% | 18.00% | 15.00% | ' | ' | 19.00% | 25.00% | 21.00% | 25.00% | ' | ' |
Accounts Receivable | ' | ' | ' | ' | ' | ' | ' | ' | 18.00% | 21.00% | ' | ' | ' | ' | 17.00% | 18.00% |
Geographic_and_Significant_Cus5
Geographic and Significant Customer Information - Additional Information (Detail) | 6 Months Ended | 3 Months Ended | 6 Months Ended | |||
Apr. 04, 2014 | Sep. 27, 2013 | Apr. 04, 2014 | Mar. 29, 2013 | Apr. 04, 2014 | Mar. 29, 2013 | |
Customer | Revenue [Member] | Revenue [Member] | Revenue [Member] | Revenue [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' | ' | ' | ' | ' |
Number of major customers | 10 | ' | ' | ' | ' | ' |
Total revenue from ten customers in percentage | ' | ' | 64.00% | 61.00% | 62.00% | 61.00% |
Percentage of geographic segment long-lived assets threshold | 10.00% | 10.00% | ' | ' | ' | ' |
Subsequent_Events_Additional_I
Subsequent Events - Additional Information (Detail) (USD $) | 0 Months Ended | ||
In Millions, unless otherwise specified | 8-May-14 | Sep. 26, 2013 | 8-May-14 |
Term Loans [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | |
Subsequent Event [Member] | Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ' | ' | ' |
Revolving credit facility maturity date | 31-May-21 | 30-Sep-18 | 31-May-19 |
Revolving credit facility maximum borrowing availability | $350 | $300 | $100 |
Term loans, issuance discount | 0.75% | ' | ' |
Quarterly principal repayment percentage | 0.25% | ' | ' |
Quarterly principal repayment start date | 30-Sep-14 | ' | ' |
Revolving credit facility, amount drawn | $350 | ' | $0 |