Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
In Millions, except Share data, unless otherwise specified | Oct. 03, 2014 | Nov. 15, 2014 | Apr. 04, 2014 |
Document And Entity Information [Abstract] | ' | ' | ' |
Document Type | '10-K | ' | ' |
Amendment Flag | 'false | ' | ' |
Document Period End Date | 3-Oct-14 | ' | ' |
Document Fiscal Year Focus | '2014 | ' | ' |
Document Fiscal Period Focus | 'FY | ' | ' |
Trading Symbol | 'MTSI | ' | ' |
Entity Registrant Name | 'M/A-COM Technology Solutions Holdings, Inc. | ' | ' |
Entity Central Index Key | '0001493594 | ' | ' |
Current Fiscal Year End Date | '--10-03 | ' | ' |
Entity Well-known Seasoned Issuer | 'No | ' | ' |
Entity Current Reporting Status | 'Yes | ' | ' |
Entity Voluntary Filers | 'No | ' | ' |
Entity Filer Category | 'Accelerated Filer | ' | ' |
Entity Common Stock, Shares Outstanding | ' | 47,604,204 | ' |
Entity Public Float | ' | ' | $410.20 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Oct. 03, 2014 | Sep. 27, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $173,895 | $110,488 |
Accounts receivable, net | 75,156 | 63,526 |
Inventories | 73,572 | 54,908 |
Deferred income taxes | 35,957 | 10,404 |
Other current assets | 14,769 | 7,121 |
Total current assets | 373,349 | 246,447 |
Property and equipment, net | 50,357 | 32,735 |
Goodwill | 10,784 | 6,750 |
Intangible assets, net | 142,633 | 24,798 |
Deferred income taxes | 84,629 | 404 |
Other assets | 20,482 | 5,501 |
Total assets | 682,234 | 316,635 |
Current liabilities: | ' | ' |
Accounts payable | 29,797 | 25,986 |
Current portion long-term debt | 3,478 | ' |
Accrued liabilities | 34,248 | 16,921 |
Income taxes payable | 865 | 20 |
Deferred revenue | 17,258 | 9,231 |
Total current liabilities | 85,646 | 52,158 |
Long-term debt, less current portion | 343,178 | ' |
Warrant liability | 15,801 | 11,873 |
Other long-term liabilities | 9,042 | 3,478 |
Deferred income taxes | ' | 1,985 |
Total liabilities | 453,667 | 69,494 |
Commitments and contingencies (Note 11) | ' | ' |
Stockholders' equity: | ' | ' |
Preferred stock, $0.001 par value, 10,000 shares authorized, no shares issued | ' | ' |
Common stock, $0.001 par value, 300,000 shares authorized; 47,607 and 46,493 shares issued and 47,584 and 46,470 shares outstanding as of October 3, 2014 and September 27, 2013, respectively, of which 59 and 74 shares, respectively, are subject to forfeiture | 48 | 46 |
Accumulated other comprehensive loss | -1,354 | -167 |
Additional paid-in capital | 377,714 | 379,780 |
Treasury stock, 23 shares of common stock as of October 3, 2014 and September 27, 2013, respectively, at cost | -330 | -330 |
Accumulated deficit | -147,511 | -132,188 |
Total stockholders' equity | 228,567 | 247,141 |
Total liabilities and stockholders' equity | $682,234 | $316,635 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Oct. 03, 2014 | Sep. 27, 2013 |
Statement of Financial Position [Abstract] | ' | ' |
Preferred stock, Par value | $0.00 | $0.00 |
Preferred stock, Authorized | 10,000,000 | 10,000,000 |
Preferred stock, Issued | 0 | 0 |
Common stock, Par value | $0.00 | $0.00 |
Common stock, Authorized | 300,000,000 | 300,000,000 |
Common stock, Issued | 47,607,000 | 46,493,000 |
Common stock, Outstanding | 47,584,000 | 46,470,000 |
Common stock, Forfeiture | 59,000 | 74,000 |
Treasury stock, Shares | 23,000 | 23,000 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 12 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Oct. 03, 2014 | Sep. 27, 2013 | Sep. 28, 2012 |
Income Statement [Abstract] | ' | ' | ' |
Revenue | $418,662 | $323,071 | $303,336 |
Cost of revenue | 249,674 | 186,658 | 169,213 |
Gross profit | 168,988 | 136,413 | 134,123 |
Operating expenses: | ' | ' | ' |
Research and development | 73,685 | 44,588 | 36,752 |
Selling, general and administrative | 86,179 | 52,004 | 45,688 |
Litigation settlement | ' | 7,250 | ' |
Contingent consideration | ' | -577 | -3,922 |
Restructuring charges | 14,823 | 1,060 | 1,862 |
Total operating expenses | 174,687 | 104,325 | 80,380 |
Income (loss) from operations | -5,699 | 32,088 | 53,743 |
Other income (expense): | ' | ' | ' |
Warrant liability gain (expense) | -3,928 | -4,312 | 3,175 |
Class B conversion liability expense | ' | ' | -44,119 |
Interest expense | -12,362 | -817 | -695 |
Other income | 3,217 | 372 | 185 |
Other income (expense), net | -13,073 | -4,757 | -41,454 |
Income (loss) before income taxes | -18,772 | 27,331 | 12,289 |
Income tax provision (benefit) | -8,054 | 9,135 | 15,953 |
Income (loss) from continuing operations | -10,718 | 18,196 | -3,664 |
Loss from discontinued operations | -4,605 | ' | ' |
Net income (loss) | -15,323 | 18,196 | -3,664 |
Accretion to redemption value of redeemable preferred stock and participating stock dividends | ' | ' | -2,616 |
Net income (loss) attributable to common stockholders | ($15,323) | $18,196 | ($6,280) |
Basic income (loss) per common share: | ' | ' | ' |
Income (loss) from continuing operations | ($0.23) | $0.40 | ($0.25) |
Loss from discontinued operations | ($0.10) | ' | ' |
Net income (loss) - basic | ($0.33) | $0.40 | ($0.25) |
Diluted income (loss) per common share: | ' | ' | ' |
Income (loss) from continuing operations | ($0.23) | $0.39 | ($0.25) |
Loss from discontinued operations | ($0.10) | ' | ' |
Net income (loss) - diluted | ($0.33) | $0.39 | ($0.25) |
Shares used to compute net income (loss) per common share: | ' | ' | ' |
Basic | 47,009 | 45,916 | 24,758 |
Diluted | 47,009 | 47,137 | 24,758 |
Consolidated_Statements_of_Com
Consolidated Statements of Comprehensive Income (Loss) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Oct. 03, 2014 | Sep. 27, 2013 | Sep. 28, 2012 |
Amounts Reclassified Out Of Accumulated Other Comprehensive Income Loss [Abstract] | ' | ' | ' |
Net income (loss) | ($15,323) | $18,196 | ($3,664) |
Pension adjustment | -90 | ' | ' |
Foreign currency translation gain (loss) | -1,097 | -30 | 44 |
Total comprehensive income (loss) | ($16,510) | $18,166 | ($3,620) |
Consolidated_Statements_of_Sto
Consolidated Statements of Stockholders' Equity (Deficit) (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. 30, 2011 | ($144,837) | $2 | ' | ($181) | ' | ($144,658) |
Balance, Shares at Sep. 30, 2011 | ' | 1,747 | ' | ' | ' | ' |
Issuance of common stock upon initial public offering, net of costs incurred | 93,686 | 5 | ' | ' | 93,681 | ' |
Issuance of common stock upon initial public offering, net of costs incurred, Shares | ' | 5,556 | ' | ' | ' | ' |
Conversion of redeemable and convertible preferred stock and Class B conversion liability | 310,132 | 38 | ' | ' | 310,094 | ' |
Conversion of redeemable and convertible preferred stock and Class B conversion liability, Shares | ' | 37,677 | ' | ' | ' | ' |
Payment of Class B conversion preference | -60,000 | ' | ' | ' | -60,000 | ' |
Capital contributions | 13,645 | ' | ' | ' | 13,645 | ' |
Reclaim of escrow | 247 | ' | ' | ' | 247 | ' |
Issuance of common stock upon exercise of stock options | 527 | ' | ' | ' | 527 | ' |
Issuance of common stock upon exercise of stock options, Shares | ' | 366 | ' | ' | ' | ' |
Vesting of restricted common stock and units | 0 | ' | ' | ' | ' | ' |
Vesting of restricted common stock and units, Shares | ' | 106 | ' | ' | ' | ' |
Shares repurchased for tax withholdings on stock awards | -685 | ' | -685 | ' | ' | ' |
Shares repurchased for tax withholdings on stock awards, shares | ' | ' | 43 | ' | ' | ' |
Share-based and other incentive compensation | 3,762 | ' | ' | ' | 3,762 | ' |
Accretion of preferred stock | -2,616 | ' | ' | ' | -554 | -2,062 |
Excess tax benefits | 214 | ' | ' | ' | 214 | ' |
Foreign currency translation | 44 | ' | ' | 44 | ' | ' |
Net income (loss) | -3,664 | ' | ' | ' | ' | -3,664 |
Balance at Sep. 28, 2012 | 210,455 | 45 | -685 | -137 | 361,616 | -150,384 |
Balance, Shares at Sep. 28, 2012 | ' | 45,452 | 43 | ' | ' | ' |
Capital contributions | 8,435 | ' | ' | ' | 8,435 | ' |
Issuance of common stock upon exercise of stock options | 605 | 1 | ' | ' | 604 | ' |
Issuance of common stock upon exercise of stock options, Shares | ' | 614 | ' | ' | ' | ' |
Issuance of common stock pursuant to employee stock purchase plan | 1,281 | ' | ' | ' | 1,281 | ' |
Issuance of common stock pursuant to employee stock purchase plan, Shares | ' | 131 | ' | ' | ' | ' |
Vesting of restricted common stock and units | 0 | ' | ' | ' | ' | ' |
Vesting of restricted common stock and units, Shares | ' | 248 | ' | ' | ' | ' |
Shares repurchased for tax withholdings on stock awards | -77 | ' | -77 | ' | ' | ' |
Shares repurchased for tax withholdings on stock awards, shares | ' | ' | 6 | ' | ' | ' |
Retirement of treasury stock | ' | ' | 432 | ' | -432 | ' |
Retirement of treasury stock, Shares | ' | -26 | -26 | ' | ' | ' |
Share-based and other incentive compensation | 6,096 | ' | ' | ' | 6,096 | ' |
Excess tax benefits | 2,180 | ' | ' | ' | 2,180 | ' |
Foreign currency translation | -30 | ' | ' | -30 | ' | ' |
Net income (loss) | 18,196 | ' | ' | ' | ' | 18,196 |
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 | ' |
Common control tax benefits | 6,069 | ' | ' | ' | 6,069 | ' |
Issuance of common stock upon exercise of stock options | 2,219 | 1 | ' | ' | 2,218 | ' |
Issuance of common stock upon exercise of stock options, Shares | 515 | 515 | ' | ' | ' | ' |
Issuance of common stock pursuant to employee stock purchase plan | 1,810 | ' | ' | ' | 1,810 | ' |
Issuance of common stock pursuant to employee stock purchase plan, Shares | ' | 150 | ' | ' | ' | ' |
Vesting of restricted common stock and units | 1 | 1 | ' | ' | ' | ' |
Vesting of restricted common stock and units, Shares | ' | 536 | ' | ' | ' | ' |
Shares repurchased for tax withholdings on stock awards | -1,282 | ' | ' | ' | -1,282 | ' |
Shares repurchased for tax withholdings on stock awards, shares | ' | -72 | ' | ' | ' | ' |
Share-based and other incentive compensation | 11,277 | ' | ' | ' | 11,277 | ' |
Fair value of vested awards assumed in acquisition | 785 | ' | ' | ' | 785 | ' |
Excess tax benefits | -63 | ' | ' | ' | -63 | ' |
Foreign currency translation | -1,097 | ' | ' | -1,097 | ' | ' |
Pension adjustment | -90 | ' | ' | -90 | ' | ' |
Net income (loss) | -15,323 | ' | ' | ' | ' | -15,323 |
Balance at Oct. 03, 2014 | $228,567 | $48 | ($330) | ($1,354) | $377,714 | ($147,511) |
Balance, Shares at Oct. 03, 2014 | ' | 47,548 | 23 | ' | ' | ' |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Oct. 03, 2014 | Sep. 27, 2013 | Sep. 28, 2012 |
CASH FLOWS FROM OPERATING ACTIVITIES: | ' | ' | ' |
Net income (loss) | ($15,323) | $18,196 | ($3,664) |
Adjustments to reconcile net (loss) income to net cash from operating activities (net of acquisition): | ' | ' | ' |
Warrant liability expense (gain) | 3,928 | 4,312 | -3,175 |
Class B conversion liability expense | ' | ' | 44,119 |
Depreciation and amortization | 52,671 | 14,822 | 12,592 |
Amortization and write-off of deferred financing costs | 3,021 | 321 | 271 |
Contingent consideration | ' | -577 | -3,922 |
Deferred income taxes | -13,328 | -4,650 | 1,985 |
Loss on disposal of property and equipment | 89 | 47 | 152 |
Stock-based and other noncash incentive compensation | 11,277 | 6,096 | 3,762 |
Change in operating assets and liabilities (net of acquisition): | ' | ' | ' |
Payment of contingent consideration | ' | -5,328 | ' |
Accounts receivable | 2,223 | -8,495 | -8,275 |
Inventories | -9,586 | 3,368 | -5,208 |
Prepaid expenses and other assets | -646 | -4,753 | -220 |
Accounts payable | -7,140 | -3,642 | 5,998 |
Accrued and other liabilities | -6,811 | 4,337 | -1,995 |
Income taxes | -2,656 | 3,714 | -7,017 |
Deferred revenue | 7,571 | 1,135 | -5,023 |
Net cash from operating activities | 25,290 | 28,903 | 30,380 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ' | ' | ' |
Purchases of property and equipment | -16,973 | -12,336 | -15,679 |
Strategic investments | -5,250 | ' | ' |
Acquisition of intellectual property | -5,490 | -897 | ' |
Acquisition of businesses, net | -260,875 | ' | ' |
Sale of product line | 12,000 | ' | ' |
Sale of business | 12,345 | ' | ' |
Net cash used in investing activities | -264,243 | -13,233 | -15,679 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ' | ' | ' |
Proceeds from initial public offering, net of underwriters' discount | ' | ' | 98,175 |
Payment of Class B preference | ' | ' | -60,000 |
Capital contributions | 3,200 | 8,435 | 11,578 |
Borrowings from revolving credit facility | 245,000 | ' | ' |
Payments on revolving credit facility | -245,000 | ' | ' |
Proceeds from notes payable | 350,000 | ' | ' |
Payments on notes payable | -3,500 | ' | 0 |
Payments of assumed debt | -40,917 | ' | -6,532 |
Financing and offering costs | -9,106 | -1,527 | -3,362 |
Excess tax benefits | -63 | 2,180 | 214 |
Repurchase of common stock | -1,282 | -77 | -685 |
Proceeds from stock option exercises and employee stock purchases | 4,028 | 1,886 | 527 |
Payment of contingent consideration | ' | -675 | -15,000 |
Payment of dividends | ' | ' | -635 |
Other | ' | -4 | -49 |
Net cash from financing activities | 302,360 | 10,218 | 24,231 |
NET INCREASE IN CASH AND CASH EQUIVALENTS | 63,407 | 25,888 | 38,932 |
CASH AND CASH EQUIVALENTS - Beginning of year | 110,488 | 84,600 | 45,668 |
CASH AND CASH EQUIVALENTS - End of year | 173,895 | 110,488 | 84,600 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | ' | ' | ' |
Cash paid for interest | 6,994 | 501 | 317 |
Cash paid for income taxes | $4,668 | $7,318 | $19,634 |
Nature_of_Business_and_Basis_o
Nature of Business and Basis of Presentation | 12 Months Ended |
Oct. 03, 2014 | |
Accounting Policies [Abstract] | ' |
Nature of Business and Basis of Presentation | ' |
1. NATURE OF BUSINESS AND BASIS OF PRESENTATION | |
M/A-COM Technology Solutions Holdings, Inc. (MACOM or the Company) was incorporated in Delaware on March 25, 2009. MACOM is a leading provider of high-performance analog semiconductor solutions that enable next-generation internet applications, the cloud connected apps economy, and the modern, networked battlefield across the radio frequency (RF), microwave and millimeterwave spectrum. Headquartered in Lowell, Massachusetts, MACOM has offices in North America, Europe, Asia and Australia. | |
MACOM’s fiscal year ends on the Friday closest to the last day of September. For fiscal years in which there are 53 weeks, the first quarter reporting period includes 14 weeks. The fiscal years presented in the accompanying consolidated financial statements were 53 weeks in length for fiscal year ended October 3, 2014 and 52 weeks in length for fiscal years September 27, 2013 and September 28, 2012. Unless otherwise indicated, references in the consolidated financial statements to fiscal years 2014, 2013 and 2012, are to the Company’s fiscal years ended October 3, 2014, September 27, 2013 and September 28, 2012, respectively. | |
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 financial statements as of October 3, 2014 and September 27, 2013, and for each of the fiscal years ended October 3, 2014, September 27, 2013 and September 28, 2012 combine MACOM’s historical consolidated financial statements with the historical financial statements of Nitronex from June 25, 2012 through October 3, 2014, and have been presented in a manner similar to a pooling-of-interests to include the results of operations of each business since the date of common control. The accompanying combined and consolidated financial statements are referred to as “consolidated” for all periods presented. | |
On December 18, 2013, MACOM completed the acquisition of Mindspeed Technologies, Inc. (Mindspeed), a supplier of high-performance, analog 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 8). The aggregate purchase price for the Shares, net of cash acquired, was $232.0 million, and MACOM assumed $81.3 million of liabilities and incurred transaction costs of $4.5 million expensed in fiscal year 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. | |
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. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 12 Months Ended | ||
Oct. 03, 2014 | |||
Accounting Policies [Abstract] | ' | ||
Summary of Significant Accounting Policies | ' | ||
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||
Principles of Consolidation—The accompanying consolidated financial statements include the accounts of the Company and its majority-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Prior to the Nitronex Acquisition, MACOM and Nitronex, did not have material intracompany transactions. | |||
Use of Estimates—The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the U.S. 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. | |||
Discontinued Operations—In the second quarter of fiscal year 2014, the Company sold assets of the non-core wireless business of Mindspeed and presented the divested businesses as assets held for sale as of the date of the Mindspeed acquisition. The operating results of the business are reflected in discontinued operations. | |||
Foreign Currency Translation and Remeasurement—The Company’s consolidated financial statements are presented in U.S. dollars. While the majority of the Company’s foreign operations use the U.S. dollar as the functional currency, the financial statements of the Company’s foreign operations for which the functional currency is not the U.S. dollar are translated into U.S. dollars at the exchange rates in effect at the balance sheet dates (for assets and liabilities) and at average exchange rates (for revenue and expenses). The unrealized translation gains and losses on the net investment in these foreign operations are accumulated as a component of other comprehensive income (loss). | |||
The financial statements of the Company’s foreign operations where the functional currency is the U.S. dollar, but where the underlying transactions are transacted in a different currency, are remeasured at the exchange rate in effect at the balance sheet date with respect to monetary assets and liabilities. Nonmonetary assets and liabilities, such as inventories and property and equipment, and related statements of operations accounts, such as cost of revenue and depreciation, are remeasured at historical exchange rates. Revenue and expenses, other than cost of revenue, amortization and depreciation, are translated at the average exchange rate for the period in which the transaction occurred. The net gains (losses) on foreign currency remeasurement are reflected in selling, general and administrative expense in the accompanying consolidated statements of operations. The Company’s recognized net gains and losses on foreign exchange are included in selling, general and administrative expense and for all periods presented were immaterial. | |||
Cash and Cash Equivalents—Cash equivalents are primarily composed of short-term, highly-liquid instruments with an original maturity of three months or less. | |||
Accounts Receivable—Accounts receivable are stated net of an allowance for estimated uncollectible accounts, which is determined by establishing reserves for specific accounts and considering historical and estimated probable losses. | |||
Inventories—Inventories are stated at the lower of cost or market. The Company uses a combination of standard cost and moving weighted-average cost methodologies to determine the cost basis for its inventories, approximating a first-in, first-out basis. The standard cost of finished goods and work-in-process inventory is composed of material, labor and manufacturing overhead, which approximates actual cost. In addition to stating inventory at the lower of cost or market, the Company also evaluates inventory each reporting period for excess quantities and obsolescence, establishing reserves when necessary based upon historical experience, assessment of economic conditions and expected demand. Once recorded, these reserves are considered permanent adjustments to the carrying value of inventory. | |||
Property and Equipment—Property and equipment are stated at cost, less accumulated depreciation and amortization. Expenditures for maintenance and repairs are charged to expense as incurred, whereas major improvements that significantly extend the useful life of the assets are capitalized as additions to property and equipment. | |||
Property and equipment are depreciated or amortized using the straight-line method over the following estimated useful lives: | |||
Asset Classification | Estimated Useful Life In Years | ||
Machinery and equipment | 2 – 7 | ||
Computer equipment and software | 2 – 5 | ||
Furniture and fixtures | 7 – 10 | ||
Leasehold improvements | Shorter of useful life or term of lease | ||
Goodwill and Intangible Assets—The Company has intangible assets with indefinite and definite lives. Goodwill and the “M/A-COM” trade name are indefinite-lived assets and were acquired through business combinations. Neither the goodwill nor the “M/A-COM” trade name are subject to amortization; these are reviewed for impairment annually and more frequently if events or changes in circumstances indicate that the assets may be impaired. If impairment exists, a loss would be recorded to write down the value of the indefinite-lived assets to their implied fair values. There have been no impairments of intangible assets in any period presented through October 3, 2014. The Company’s other intangible assets, including acquired technology and customer relationships, are definite-lived assets and are subject to amortization. The Company amortizes definite-lived assets over their estimated useful lives, which range from five to ten years, based on the pattern over which the Company expects to receive the economic benefit from these assets. | |||
Impairment of Long-Lived Assets—Long-lived assets include property and equipment and definite-lived intangible assets subject to amortization, which includes technology and customer relationships. The Company evaluates long-lived assets for recoverability when events or changes in circumstances indicate that their carrying amounts may not be recoverable. Circumstances which could trigger a review include, but are not limited to, significant decreases in the market price of the asset or asset group, significant adverse changes in the business climate or legal factors, the accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset, current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset and a current expectation that the asset will more likely than not, be sold or disposed of significantly before the end of its previously estimated useful life. | |||
In evaluating an asset for recoverability, the Company estimates the undiscounted cash flows expected to result from the Company’s use and eventual disposition of the asset. If the sum of the expected undiscounted cash flows is less than the carrying amount of the asset, an impairment loss, equal to the excess of the carrying amount over the fair value of the asset, is recognized. There was no impairment of long-lived assets in any period presented. Intangible assets related to in-process research and development acquired are not amortized until the underlying asset begins revenue generating activity, at which time it is amortized over its estimated useful life. Intangibles related to abandoned in-process research and development projects are expensed in the period the project is abandoned. | |||
Revenue Recognition—The Company recognizes revenue when: (i) there is persuasive evidence that an arrangement exists; (ii) delivery has occurred or services have been rendered; (iii) the price is fixed or determinable; and (iv) collectability is reasonably assured. In circumstances with distribution customers where the Company is unable to conclude certain sales prices are fixed and determinable, the Company defers the recognition of revenue, and the related costs, under agreements providing for rights of return and price protection until such time as the Company’s products are sold by the distributors to their customers. In circumstances with distributor customers where returns are reasonably estimable and the sales price is fixed and determinable, the Company recognizes revenue with the transfer of title and risk of loss, and provide for reserves for returns and other allowances. The Company does not generally provide customers other than distributors the right to return product, with the exception of warranty related matters. Accordingly, the Company does not generally maintain a reserve for sales returns for such customers. 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. As of October 3, 2014 and September 27, 2013, $4.6 million and $3.1 million, respectively, of product costs pertaining to deferred revenue was included in inventories as finished goods in the accompanying consolidated balance sheets. | |||
Advertising Costs—Advertising costs, which are not material, are expensed as incurred. | |||
Research and Development Costs—Costs incurred in the research and development of products are expensed as incurred. | |||
Income Taxes—Deferred tax assets and liabilities are recognized based on temporary differences between the financial reporting and income tax bases of assets and liabilities, using rates anticipated to be in effect when such temporary differences reverse. A valuation allowance against net deferred tax assets is required if, based upon the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. | |||
The Company provides reserves for potential payments of tax to various tax authorities related to uncertain tax positions and other issues. Reserves are based on a determination of whether and how much of a tax benefit taken by the Company in its tax filings or positions is more likely than not to be realized following an examination by taxing authorities. The Company recognizes the financial statement benefit of an uncertain tax position only after considering the probability that a tax authority would sustain the position in an examination. For tax positions meeting a “more-likely-than-not” threshold, the amount recognized in the financial statements is the benefit expected to be realized upon settlement with the tax authority. For tax positions not meeting the threshold, no financial statement benefit is recognized. Potential interest and penalties associated with such uncertain tax positions are recorded as a component of income tax expense. | |||
Nitronex elected, for U.S. income tax purposes, to be taxed as a limited-liability company. As such, for the periods prior to its acquisition by MACOM, Nitronex’s federal and state income taxes are the responsibility of GaAs Labs and no provision for income taxes is recorded in the financial statements for such periods. | |||
Earnings Per Share—Basic net income (loss) per share is computed by dividing net income (loss) attributable to common stockholders by the weighted-average number of common shares outstanding during the period, excluding the dilutive effect of common stock equivalents. Diluted net income (loss) per share reflects the dilutive effect of common stock equivalents, such as convertible preferred stock, stock options, warrants, and restricted stock units, using the treasury stock method. | |||
Asset Retirement Obligations—The Company recognizes the fair value of a liability for an asset retirement obligation in the period in which it is incurred when a reasonable estimate of fair value can be made. The fair value of the liability is added to the carrying amount of the associated asset and this additional carrying amount is amortized over the life of the asset. | |||
Changes in the fair value of a liability for an asset retirement obligation due to the passage of time are measured by applying an interest method of allocation. Under this method, changes in fair value due to the passage of time are recognized as an increase in the liability and expense in the same expense category for which the asset relates. Changes in fair value resulting from revisions to the timing or the amount of the original estimate of undiscounted cash flows are recognized as an increase, or a decrease in the carrying amounts of the liability and associated asset. | |||
Fair Value Measurements—Financial assets and liabilities are measured at fair value. Fair value is an exit price, representing the amount that would be received from the sale of an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the Company groups financial assets and liabilities in a three-tier fair value hierarchy, according to the inputs used in measuring fair value as follows: Level 1—observable inputs such as quoted prices in active markets for identical assets and liabilities; Level 2—inputs other than quoted prices in active markets that are observable either directly or indirectly, such as quoted prices in active markets for similar assets and liabilities, quoted prices for identical assets and liabilities in markets that are not active, and model-based valuation techniques for which significant assumptions are observable in active markets; and Level 3—unobservable inputs for which there is little or no market data, requiring the Company to develop its own assumptions for model-based valuation techniques. This hierarchy requires the Company to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value. | |||
The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities approximate fair value due to the short-term nature of these assets and liabilities. | |||
Contingent Consideration—The Company estimates and records at the acquisition date, the fair value of contingent consideration making up part of the purchase price consideration for acquisitions. Additionally, at each reporting period, the Company estimates the change in the fair value of contingent consideration, and any change in fair value is recognized in the consolidated statements of operations. The Company estimates the fair value of contingent consideration by discounting the associated expected cash flows, using a probability-weighted, discounted cash flow model. The estimate of the fair value of contingent consideration requires subjective assumptions to be made regarding future operating results, discount rates, and probabilities assigned to various potential operating result scenarios. | |||
Share-Based Compensation—The Company accounts for all share-based compensation arrangements using the fair value method. The Company recognizes compensation expense over the requisite service period of the award, which is generally the vesting period, using the straight-line method and providing that the minimum amount of compensation recorded is equal to the vested portion of the award. The Company records the expense in the consolidated statements of operations in the same manner in which the award recipients’ costs are classified. The Company uses the Black-Scholes option-pricing model to estimate the fair value of stock options, inclusive of assumptions for risk-free interest rates, dividends, expected terms and estimated volatility. The Company records expense related to awards issued to non-employees over the related service period and periodically revalues the awards as they vest. The Company derives the risk-free interest rate assumption from the U.S. Treasury’s rates for U.S. Treasury zero-coupon bonds with maturities similar to the expected term of the award being valued. The Company based the assumed dividend yield on its expectation of not paying dividends in the foreseeable future. The Company calculated the weighted-average expected term of the options using the simplified method, which is a method of applying a formula that uses the vesting term and the contractual term to compute the expected term of a stock option. The decision to use the simplified method is based on a lack of relevant historical data, due to the Company’s limited operating experience. In addition, due to the Company’s limited historical data, the Company incorporates the historical volatility of comparable companies with publicly available share prices to determine estimated volatility. The accounting for stock options requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. | |||
Guarantees and Indemnification Obligations—The Company enters into agreements in the ordinary course of business with, among others, customers, distributors and original equipment manufacturers (OEMs). Most of these agreements require the Company to indemnify the other party against third-party claims alleging that a Company product infringes a patent and/or copyright. Certain agreements in which the Company grants limited licenses to specific Company trademarks require the Company to indemnify the other party against third-party claims alleging that the use of the licensed trademark infringes a third-party trademark. Certain of these agreements require the Company to indemnify the other party against certain claims relating to property damage, personal injury, or the acts or omissions of the Company, its employees, agents or representatives. In addition, from time to time, the Company has made certain guarantees in the form of warranties regarding the performance of Company products to customers. | |||
The Company has agreements with certain vendors, creditors, lessors, and service providers pursuant to which the Company has agreed to indemnify the other party for specified matters, such as acts and omissions of the Company, its employees, agents or representatives. | |||
The Company has procurement or licensed agreements with respect to technology that is used in its products and agreements in which the Company obtains rights to a product from an OEM. Under some of these agreements, the Company has agreed to indemnify the supplier for certain claims that may be brought against such party with respect to the Company’s acts or omissions relating to the supplied products or technologies. | |||
The Company’s certificate of incorporation and agreements with certain of its and its subsidiaries’ directors and officers provide them indemnification rights, to the extent legally permissible, against liabilities incurred by them in connection with legal actions in which they may become involved by reason of their service as a director or officer. As a matter of practice, the Company has maintained director and officer liability insurance coverage, including coverage for directors and officers of acquired companies. | |||
The Company has not experienced any losses related to these indemnification obligations in any period presented, and no claims with respect thereto were outstanding as of October 3, 2014. The Company does not expect significant claims related to these indemnification obligations and, consequently, has concluded that the fair value of these obligations is negligible. No liabilities related to indemnification liabilities have been established. | |||
Recent Accounting Pronouncements— 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 Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity, 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. ASU 2014-09 will be effective for the Company in our fiscal year beginning on October 4, 2014. | |||
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers. ASU 2014-09 requires revenue recognition to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2014-09 sets forth a new revenue recognition model that requires identifying the contract, identifying the performance obligations, determining the transaction price, allocating the transaction price to performance obligations and recognizing the revenue upon satisfaction of performance obligations. The amendments in the ASU can be applied either retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying the update recognized at the date of the initial application along with additional disclosures. The Company is currently evaluating the impact of ASU 2014-09, which is effective for the Company in our fiscal year beginning on September 30, 2017. | |||
Evaluation of Subsequent Events—Management has evaluated subsequent events involving the Company for potential recognition or disclosure in the accompanying audited consolidated financial statements through the date of the issuance of the consolidated financial statements. Subsequent events are events or transactions that occurred after the balance sheet date but before the accompanying consolidated financial statements are issued. See Note 26 to these Notes to Consolidated Financial Statements. |
Acquisitions_and_Investments
Acquisitions and Investments | 12 Months Ended | ||||||||||||
Oct. 03, 2014 | |||||||||||||
Text Block [Abstract] | ' | ||||||||||||
Acquisitions and Investments | ' | ||||||||||||
3. ACQUISITIONS AND INVESTMENTS | |||||||||||||
Acquisition under Common Control—On February 13, 2014, MACOM acquired Nitronex, an entity under common control, through a cash payment of $26.1 million for all of the outstanding ownership interests of Nitronex. MACOM funded the Nitronex Acquisition through the use of available cash and borrowings under its revolving credit facility. 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 indemnification period expires in August 2015, at which point if no claims are made, all amounts will be paid to GaAs Labs. | |||||||||||||
On June 25, 2012, GaAs Labs acquired 100% of the outstanding voting stock of Nitronex in exchange for $2.1 million previously advanced by GaAs Labs as notes payable and the assumption of liabilities aggregating $11.2 million, which was accounted for as a purchase. All assets acquired and liabilities assumed were recognized based upon the fair value of such assets and liabilities measured as of the date of acquisition. The full amount of goodwill resulting from this acquisition is deductible for tax purposes. The aggregate purchase price was allocated to the tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values at the date of acquisition as follows (in thousands): | |||||||||||||
Current assets | $ | 1,184 | |||||||||||
Other assets | 980 | ||||||||||||
Intangible assets | 8,350 | ||||||||||||
Total assets acquired | 10,514 | ||||||||||||
Current liabilities | 4,219 | ||||||||||||
Debt | 6,532 | ||||||||||||
Other liabilities | 457 | ||||||||||||
Total liabilities assumed | 11,208 | ||||||||||||
Net assets acquired | (694 | ) | |||||||||||
Consideration: | |||||||||||||
Previously advanced notes payable | 2,066 | ||||||||||||
Goodwill | $ | 2,760 | |||||||||||
The components of the acquired intangible assets were as follows (in thousands): | |||||||||||||
Amount | Useful Lives | ||||||||||||
(Years) | |||||||||||||
Technology | $ | 7,600 | 7 | ||||||||||
Customer relationships | 750 | 10 | |||||||||||
$ | 8,350 | ||||||||||||
The overall weighted-average life of the identified intangible assets acquired in the acquisition is estimated to be seven years. | |||||||||||||
The Company has presented payments in the form of capital contributions received by Nitronex from the majority stockholder prior to the acquisition of Nitronex of $3.2 million, $8.4 million and $11.6 million, respectively, in fiscal year 2014, 2013 and 2012, as an increase to additional paid-in capital. | |||||||||||||
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). The Company 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. The aggregate purchase price for the Shares, net of cash acquired, was $232.0 million and MACOM assumed $81.3 million of liabilities and incurred costs of $4.5 million expensed during fiscal year 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 the date of acquisition. | |||||||||||||
MACOM is recognizing 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. None of the goodwill resulting from this acquisition is deductible for tax purposes. | |||||||||||||
The Company will finalize its allocation of purchase price during the first quarter of fiscal year 2015, upon finalization of the income tax related analysis. The preliminary allocation of purchase price as of October 3, 2014, is as follows: | |||||||||||||
Original | Allocation | October 3, 2014 | |||||||||||
Allocation | Adjustments | Adjusted Allocation | |||||||||||
Assets acquired: | |||||||||||||
Current assets | $ | 53,302 | $ | (2,690 | ) | $ | 50,612 | ||||||
Intangible assets | 146,690 | (8,027 | ) | 138,663 | |||||||||
Deferred income taxes | 66,101 | 26,780 | 92,881 | ||||||||||
Other assets | 33,297 | (1,509 | ) | 31,788 | |||||||||
Total assets acquired | 299,390 | 14,554 | 313,944 | ||||||||||
Liabilities assumed: | |||||||||||||
Current liabilities | 31,159 | 4,111 | 35,270 | ||||||||||
Debt | 39,824 | 353 | 40,177 | ||||||||||
Other long-term liabilities | 5,595 | 270 | 5,865 | ||||||||||
Total liabilities assumed | 76,578 | 4,734 | 81,312 | ||||||||||
Net assets acquired | 222,812 | 9,820 | 232,632 | ||||||||||
Consideration: | |||||||||||||
Cash paid upon closing, net of cash acquired | $ | 232,028 | — | $ | 232,028 | ||||||||
Fair value of vested awards assumed in acquisition | 1,491 | (706 | ) | 785 | |||||||||
Total consideration | 233,519 | (706 | ) | 232,813 | |||||||||
Goodwill | 10,707 | (10,526 | ) | 181 | |||||||||
The Allocation Adjustments were recorded during the measurement period between the December 18, 2013 acquisition and the end of fiscal year 2014 as a result of obtaining the information necessary to update preliminary estimates. | |||||||||||||
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 $4.1 million, of which $0.8 million relates to vested stock options which 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 were as follows (in thousands): | |||||||||||||
Amount | Useful Lives | ||||||||||||
(Years) | |||||||||||||
Developed technology | $ | 109,263 | 7 | ||||||||||
Customer relationships | 11,430 | 10 | |||||||||||
In-process research and development | 17,970 | N/A | |||||||||||
$ | 138,663 | ||||||||||||
The overall weighted-average life of the identified intangible assets acquired in the acquisition is estimated to be seven years. | |||||||||||||
The following is a summary of Mindspeed revenue and earnings included in MACOM’s accompanying consolidated statements of operations for fiscal year 2014 (in thousands): | |||||||||||||
Revenue | 94,613 | ||||||||||||
Loss from continuing operations before income taxes | (9,266 | ) | |||||||||||
Unaudited Supplemental Pro Forma Data—The pro forma statements of operations data for fiscal year 2014 below give effect to the Mindspeed Acquisition, described above, as if it had occurred at September 29, 2012. These amounts have been calculated after applying MACOM’s accounting policies and adjusting the results of Mindspeed to reflect the acquisition costs of $4.4 million paid by MACOM, $14.1 million of restructuring charges and change-in-control payments, the impact of the step-up to fair value of the acquired inventory, as well as 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 29, 2012. The supplemental pro forma earnings for fiscal year 2014 and 2013 were adjusted to exclude discontinued operations. 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. | |||||||||||||
Fiscal Years | |||||||||||||
2014 | 2013 | ||||||||||||
(in thousands) | |||||||||||||
Revenue | $ | 438,118 | $ | 460,730 | |||||||||
Income (loss) from continuing operations before income taxes | 964 | (18,622 | ) | ||||||||||
Other Acquisitions—In the fiscal fourth quarter of 2014 we acquired two businesses, I.K.E., Incorporated (IKE Micro) and Photonic Controls, LLC (Photonic Controls), for total cash consideration of $2.8 million. The first acquisition, IKE Micro, is a specialized build-to-print house based in Nashua, New Hampshire. The primary purpose of IKE Micro acquisition is to drive COGS reductions and further improve gross margin in our Optoelectronics business. The second acquisition, Photonic Controls, is a small design company based in Horseheads, New York which specializes in photonic semiconductor development and system design. Its primary focus is to design silicon photonic chips for 100G/400G optical networks. | |||||||||||||
The assets acquired and liabilities assumed were recorded at their fair values and operating results were included in the financial statements from the date of acquisition. The preliminary purchase price allocation resulted in goodwill of $3.9 million and intangible assets, including manufacturing know-how and customer relationships, of $1.6 million recorded on the date of acquisition, which will be amortized over 7-10 years. Additionally, the Company recorded a contingent consideration liability of $0.8 million related to the acquisition of Photonic Controls which is included in other long-term liabilities in the accompanying consolidated balance sheet as of October 3, 2014. The maximum possible payment of contingent purchase price is $1.3 million. Approximately $1.7 million of the goodwill resulting from these acquisitions is deductible for tax purposes. The purchase price allocation will be finalized in fiscal 2015 upon receipt of final information related to valuation of intangibles. The acquisitions were not material to the Company’s consolidated financial statements. | |||||||||||||
Acquisition of the MACOM Business—In connection with the acquisition of the MACOM business in March 2009, the Company became obligated to pay the seller up to $30.0 million as contingent consideration. The amount to be paid to the seller was measured based upon the Company’s qualifying revenue, as defined in the purchase agreement, through September 2012. The Company paid $6.0 million and $15.0 million in fiscal years 2013 and 2012, respectively, in full satisfaction of all amounts owed under the arrangement. | |||||||||||||
The changes in fair value of contingent consideration resulting from acquisitions are set forth below (in thousands): | |||||||||||||
Balance — September 30, 2011 | 25,502 | ||||||||||||
Payment — MACOM business acquisition | (15,000 | ) | |||||||||||
Change in fair value | (3,922 | ) | |||||||||||
Balance — September 28, 2012 | 6,580 | ||||||||||||
Payment — MACOM business acquisition | (6,003 | ) | |||||||||||
Change in fair value | (577 | ) | |||||||||||
Balance — September 27, 2013 | — | ||||||||||||
Acquisition of Photonic Controls | 820 | ||||||||||||
Balance — October 3, 2014 | $ | 820 | |||||||||||
Investments—The Company determines the appropriate classification of its investments at the time of acquisition and re-evaluates such determination at each balance sheet date. The Company records at cost non-marketable equity investments where it does not have the ability to exercise significant influence or control and periodically reviews such investments for impairment. | |||||||||||||
During fiscal year 2014, the Company made a minority investment of $0.3 million in the convertible debt of a privately-held U.S. based company. The Company classified this investment as trading securities. (See Note 4.) | |||||||||||||
During fiscal year 2014, the Company made a minority investment of $5.0 million in the equity of a privately-held U.S. based company. This minority equity investment is accounted for under the cost method due to ownership less than 20% and lack of significant influence and is included on the consolidated balance sheets in other long-term assets. The Company evaluated the investment for other-than-temporary impairment as of the end of fiscal year 2014 and determined that no impairment existed. Additionally, the Company determined that the equity investment contained embedded derivatives. The accounting treatment of derivative financial instruments requires that the Company record the fair value of the derivatives as of the inception date of the equity investment and to adjust the fair value as of each subsequent balance sheet date. At the inception of the equity investment and for the consolidated balance sheet date as of October 3, 2014, the Company determined the embedded derivatives did not have value. |
Fair_Value
Fair Value | 12 Months Ended | ||||||||||||||||||||||||
Oct. 03, 2014 | |||||||||||||||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||||||||||||||
Fair Value | ' | ||||||||||||||||||||||||
4. FAIR VALUE | |||||||||||||||||||||||||
Assets and liabilities measured at fair value on a recurring basis consist of the following (in thousands): | |||||||||||||||||||||||||
October 3, 2014 | |||||||||||||||||||||||||
Fair Value | Active Markets for | Observable | Unobservable | ||||||||||||||||||||||
Identical | Inputs (Level 2) | Inputs (Level 3) | |||||||||||||||||||||||
Assets (Level 1) | |||||||||||||||||||||||||
Assets | |||||||||||||||||||||||||
Trading securities | $ | 250 | $ | — | $ | — | $ | 250 | |||||||||||||||||
Total assets measured at fair value | $ | 250 | $ | — | $ | — | $ | 250 | |||||||||||||||||
Liabilities | |||||||||||||||||||||||||
Contingent consideration | $ | 820 | $ | — | $ | — | $ | 820 | |||||||||||||||||
Common stock warrant liability | $ | 15,801 | — | — | $ | 15,801 | |||||||||||||||||||
Total liabilities measured at fair value | $ | 16,621 | $ | — | $ | — | $ | 16,621 | |||||||||||||||||
September 27, 2013 | |||||||||||||||||||||||||
Fair Value | Active Markets for | Observable | Unobservable | ||||||||||||||||||||||
Identical | Inputs (Level 2) | Inputs (Level 3) | |||||||||||||||||||||||
Assets (Level 1) | |||||||||||||||||||||||||
Liabilities | |||||||||||||||||||||||||
Warrant liability | $ | 11,873 | $ | — | $ | — | $ | 11,873 | |||||||||||||||||
Total liabilities measured at fair value | $ | 11,873 | $ | — | $ | — | $ | 11,873 | |||||||||||||||||
The changes in assets and liabilities with inputs classified within Level 3 of the fair value hierarchy consist of the following (in thousands): | |||||||||||||||||||||||||
Fiscal Year 2014 | |||||||||||||||||||||||||
September 27, | Net | Purchases | Sales and | Transfers in | October 3, | ||||||||||||||||||||
2013 | Realized/Unrealized | and | Settlements | and/or (out) | 2014 | ||||||||||||||||||||
Losses (Gains) | Issuances | of Level 3 | |||||||||||||||||||||||
Included in | |||||||||||||||||||||||||
Earnings | |||||||||||||||||||||||||
Trading securities | $ | — | $ | — | $ | 250 | $ | — | $ | — | $ | 250 | |||||||||||||
Contingent consideration | $ | — | $ | — | $ | 820 | $ | — | $ | — | $ | 820 | |||||||||||||
Warrant liability | $ | 11,873 | $ | 3,928 | $ | — | $ | — | $ | — | $ | 15,801 | |||||||||||||
Fiscal Year 2013 | |||||||||||||||||||||||||
September 28, | Net | Purchases | Sales and | Transfers in | September 27, | ||||||||||||||||||||
2012 | Realized/Unrealized | and | Settlements | and/or (out) | 2013 | ||||||||||||||||||||
Losses (Gains) | Issuances | of Level 3 | |||||||||||||||||||||||
Included in | |||||||||||||||||||||||||
Earnings | |||||||||||||||||||||||||
Contingent consideration | $ | 6,580 | $ | (577 | ) | $ | — | $ | (6,003 | ) | $ | — | $ | — | |||||||||||
Warrant liability | $ | 7,561 | $ | 4,312 | $ | — | $ | — | $ | — | $ | 11,873 | |||||||||||||
Fiscal Year 2012 | |||||||||||||||||||||||||
September 30, | Net | Purchases | Sales and | Transfers in | September 28, | ||||||||||||||||||||
2011 | Realized/Unrealized | and | Settlements | and/or (out) | 2012 | ||||||||||||||||||||
Losses (Gains) | Issuances | of Level 3 | |||||||||||||||||||||||
Included in | |||||||||||||||||||||||||
Earnings | |||||||||||||||||||||||||
Contingent consideration | $ | 25,502 | $ | (3,922 | ) | $ | — | $ | (15,000 | ) | $ | — | $ | 6,580 | |||||||||||
Warrant liability | $ | 10,736 | $ | (3,175 | ) | $ | — | $ | — | $ | — | $ | 7,561 | ||||||||||||
Class B conversion liability | $ | 81,378 | $ | 44,119 | $ | — | $ | (125,497 | ) | $ | — | $ | — | ||||||||||||
The fair values of the contingent consideration liabilities were estimated based upon a risk-adjusted present value of the probability-weighted expected payments by the Company. Specifically, the Company considered base, upside and downside scenarios for the operating metrics upon which the contingent payments are to be based. Probabilities were assigned to each scenario and the probability-weighted payments were discounted to present value using risk-adjusted discount rates. | |||||||||||||||||||||||||
For periods prior to March 2012, the fair value of the common stock warrants was estimated based upon a present value of the probability-weighted expected investment returns to the holders. The Company weighted various scenarios of possible investment returns to the holders over the terms of the contracts, such as upon a sale of the Company and upon an initial public offering of its common stock, using a range of potential outcomes. Using the scenarios developed, management considered the likely timing and method of exercise of the warrants and investment returns to the holders. Where a settlement was considered likely in the near term, the probable settlement amounts were weighted. Where the time to exercise was expected to be longer, a Black-Scholes option pricing model was used to estimate the fair value of the warrants, giving consideration to remaining contractual life, expected volatility and risk free rates. The probability-weighted expected settlement of the warrant was discounted to the present using a risk adjusted discount rate. As of October 3, 2014 and September 27, 2013, 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 lives of 6.2 years and 7.2 years, expected volatility of 42.3% and 43.5% and risk free rates of 2.16% and 2.02%, respectively. The change in approach to estimation results from the Company’s IPO in March 2012 and the availability of a quoted market price for the common stock underlying the warrants. | |||||||||||||||||||||||||
The fair values of the Class B conversion liabilities were estimated based upon a consideration of the estimated fair value of the underlying common stock into which the Class B is convertible, and the expected preferential payments pursuant to the terms of the securities. The Company estimated the fair value of the common stock by using the same probability-weighted scenarios used in estimating the fair value of the warrants. For each potential scenario, the value to the Class B was estimated relative to the existing preferences. The amount in excess of the liquidation preferences, if any, was then probability-weighted and discounted to the present using a risk adjusted discount rate. The Class B conversion liabilities were settled upon the closing of the Company’s IPO in March 2012. | |||||||||||||||||||||||||
These estimates include significant judgments and actual results could materially differ and have a material 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. |
Allowance_for_Doubtful_Account
Allowance for Doubtful Accounts | 12 Months Ended | ||||||||||||
Oct. 03, 2014 | |||||||||||||
Text Block [Abstract] | ' | ||||||||||||
Allowance for Doubtful Accounts | ' | ||||||||||||
5. ALLOWANCE FOR DOUBTFUL ACCOUNTS | |||||||||||||
The activity in the allowance for doubtful accounts related to accounts receivable is as follows (in thousands): | |||||||||||||
Fiscal Years | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Balance — beginning of year | $ | 195 | $ | 699 | $ | 657 | |||||||
Provision (recoveries), net | 70 | (443 | ) | 42 | |||||||||
Charge-offs | (39 | ) | (61 | ) | — | ||||||||
Balance — end of year | $ | 226 | $ | 195 | $ | 699 | |||||||
Inventories
Inventories | 12 Months Ended | ||||||||
Oct. 03, 2014 | |||||||||
Inventory Disclosure [Abstract] | ' | ||||||||
Inventories | ' | ||||||||
6. INVENTORIES | |||||||||
Inventories consist of the following (in thousands): | |||||||||
October 3, | September 27, | ||||||||
2014 | 2013 | ||||||||
Raw materials | $ | 34,919 | $ | 27,855 | |||||
Work-in-process | 5,500 | 6,021 | |||||||
Finished goods | 33,153 | 21,032 | |||||||
Total | $ | 73,572 | $ | 54,908 | |||||
Property_and_Equipment
Property and Equipment | 12 Months Ended | ||||||||
Oct. 03, 2014 | |||||||||
Property, Plant and Equipment [Abstract] | ' | ||||||||
Property and Equipment | ' | ||||||||
7. PROPERTY AND EQUIPMENT | |||||||||
Property and equipment consists of the following (in thousands): | |||||||||
October 3, | September 27, | ||||||||
2014 | 2013 | ||||||||
Machinery and equipment | $ | 68,438 | $ | 48,050 | |||||
Leasehold improvements | 7,998 | 5,129 | |||||||
Furniture and fixtures | 1,017 | 782 | |||||||
Construction in process | 12,918 | 6,234 | |||||||
Computer equipment and software | 7,758 | 6,384 | |||||||
Total property and equipment | 98,129 | 66,579 | |||||||
Less accumulated depreciation and amortization | (47,772 | ) | (33,844 | ) | |||||
Property and equipment — net | $ | 50,357 | $ | 32,735 | |||||
Depreciation and amortization expense related to property and equipment for fiscal years 2014, 2013 and 2012 was $14.0 million, $10.5 million and $9.0 million, respectively. |
Debt
Debt | 12 Months Ended | ||||
Oct. 03, 2014 | |||||
Debt Disclosure [Abstract] | ' | ||||
Debt | ' | ||||
8. DEBT | |||||
On September 26, 2013, and as amended November 5, 2013, the Company entered into an amended and restated loan agreement with a syndicate of lenders, which provided for a revolving credit facility of up to $300.0 million that was due to mature in September 2018 (Prior Facility). Borrowings under the revolving credit facility either bore a variable interest rate based on either the lender’s prime rate or a LIBOR rate, plus an applicable margin. The revolving credit facility was secured by a first priority lien on substantially all of the Company’s assets and required compliance with certain financial and non-financial covenants. In connection with the Mindspeed and Nitronex acquisitions, MACOM drew down an aggregate of $245.0 million of indebtedness on its Prior Facility. | |||||
On May 8, 2014, the Company refinanced its outstanding indebtedness under the Prior 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 the Prior Facility and repaid the outstanding $245.0 million principal and interest due through draws on the Credit Agreement. Upon terminating the Prior Facility, previously deferred financing costs pertaining to that facility of $2.1 million were expensed as additional interest. | |||||
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 straight-line method, which approximates the effective interest rate method. Borrowings under the Term Loans bear interest (payable quarterly) at: (i) for LIBOR loans, a rate per annum equal to the LIBOR rate (subject to a floor of 0.75%), plus an applicable margin of 3.75%, and (ii) for base rate loans, a rate per annum equal to the prime rate (subject to a floor of 1.75%), plus an applicable margin of 2.75%. Borrowings under the Revolving Facility bear interest (payable quarterly) at (i) for LIBOR loans, a rate per annum equal to the LIBOR rate, plus an applicable margin in the range of 2.00% to 2.50% (based on the Company’s total net leverage ratio being within certain defined ranges), and (ii) for base rate loans, a rate per annum equal to the prime rate, plus an applicable margin in the range of 1.00% to 1.50% (based on the Company’s total net leverage ratio being within certain defined ranges). The Company also pays a quarterly unused line fee for the Revolving Facility in the range of 0.25% to 0.375% (based on the Company’s total net leverage ratio being within certain defined ranges) as well as overall agency fees. The Term Loans are payable in quarterly principal installments of 0.25% of the 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 entire $350 million principal amount of the Term Loans was funded, and no draws were made on the Revolving Facility through October 3, 2014. 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. The Company incurred $8.7 million in fees for the issuance of the Credit Agreement which were recorded as deferred financing costs and are being amortized over the life of Credit Agreement as interest expense. As of October 3, 2014, approximately $8.2 million of deferred financing costs remain unamortized. | |||||
As of October 3, 2014, the following remained outstanding on the Term Loans: | |||||
Principal balance | $ | 349,125 | |||
Unamortized discount | (2,469 | ) | |||
346,656 | |||||
Current portion | 3,478 | ||||
Long-term, less current portion | $ | 343,178 | |||
As of October 3, 2014, the minimum principal payments under the Term Loans in future fiscal years was as follows (in thousands): | |||||
2015 | $ | 3,478 | |||
2016 | 3,444 | ||||
2017 | 3,409 | ||||
2018 | 3,375 | ||||
2019 | 3,342 | ||||
Thereafter | 332,077 | ||||
Total | $ | 349,125 | |||
The fair value of the Term Loans was estimated to be approximately $350.0 million as of October 3, 2014, and was determined using Level 3 inputs, including a quoted rate. | |||||
Additionally, the Company assumed $40.9 million of debt in its 2014 acquisitions. The Company paid off these assumed debt amounts of $40.9 million during fiscal year 2014. |
Employee_Benefit_Plans
Employee Benefit Plans | 12 Months Ended |
Oct. 03, 2014 | |
Text Block [Abstract] | ' |
Employee Benefit Plans | ' |
9. EMPLOYEE BENEFIT PLANS | |
The Company established a defined contribution savings plan under Section 401(k) of the Code (Section 401(k)) on October 1, 2009 (401(k) Plan). The 401(k) Plan follows a calendar year, covers substantially all U.S. employees who meet minimum age and service requirements, and allows participants to defer a portion of their annual compensation on a pretax basis, subject to legal limitations. Company contributions to the plan may be made at the discretion of the Company’s board of directors. There were no Company contributions made to the 401(k) Plan for calendar year 2014 through October 3, 2014. Contributions to the 401(k) Plan for calendar years 2013 and 2012 were $1.0 million and $1.0 million, respectively. | |
The Company’s employees located in foreign jurisdictions meeting minimum age and service requirements participate in defined contribution plans whereby participants may defer a portion of their annual compensation on a pretax basis, subject to legal limitations. Company contributions to these plans are discretionary and vary per region. The Company expensed contributions of $1,045,000, $881,000 and $711,000 for fiscal years 2014, 2013 and 2012, respectively. | |
Nitronex has an established defined contribution savings plan (Nitronex Plan) under Section 401(k) covering substantially all U.S. employees who meet minimum age and service requirements, and allows participants to defer a portion of their annual compensation on a pretax basis, subject to legal limitations. The Nitronex Plan follows a calendar year. | |
As a result of the Mindspeed Acquisition, the Company maintains a qualified defined benefit pension plan for its subsidiary located in Germany. The plan is unfunded with a benefit obligation of approximately $1.4 million October 3, 2014, which is included in other long-term liabilities in the accompanying consolidated balance sheet as of October 3, 2014. The assumptions used in calculating the benefit obligation for the plan are dependent on the local economic conditions and were measured as of October 3, 2014. The net periodic benefit costs were not material to the Company during fiscal year 2014. |
Accrued_Liabilities
Accrued Liabilities | 12 Months Ended | ||||||||
Oct. 03, 2014 | |||||||||
Text Block [Abstract] | ' | ||||||||
Accrued Liabilities | ' | ||||||||
10. ACCRUED LIABILITIES | |||||||||
Accrued liabilities consist of the following (in thousands): | |||||||||
October 3, | September 27, | ||||||||
2014 | 2013 | ||||||||
Compensation and benefits | $ | 19,540 | $ | 9,935 | |||||
Product warranty | 693 | 566 | |||||||
Professional fees | 1,528 | 1,905 | |||||||
Distribution costs | 1,757 | 672 | |||||||
Restructuring costs | 801 | 145 | |||||||
Interest payable | 2,447 | 131 | |||||||
Rent and utilities | 1,658 | 546 | |||||||
Other | 5,824 | 3,021 | |||||||
Total | $ | 34,248 | $ | 16,921 | |||||
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended | ||||||||||||
Oct. 03, 2014 | |||||||||||||
Commitments and Contingencies Disclosure [Abstract] | ' | ||||||||||||
Commitments and Contingencies | ' | ||||||||||||
11. COMMITMENTS AND CONTINGENCIES | |||||||||||||
Operating Leases—The Company has non-cancelable operating lease agreements for office, research and development and manufacturing space in the United States and foreign locations. The Company also has operating leases for certain equipment, automobiles and services in the United States and foreign jurisdictions. These lease agreements expire at various dates through 2022 and certain agreements contain provisions for extension at substantially the same terms as currently in effect. Any lease escalation clauses, rent abatements and/or concessions, such as rent holidays and landlord or tenant incentives or allowances, are included in the determination of straight-line rent expense over the lease term. | |||||||||||||
Future minimum lease payments for the next five fiscal years as of October 3, 2014, are as follows (in thousands): | |||||||||||||
2015 | $ | 7,388 | |||||||||||
2016 | 6,909 | ||||||||||||
2017 | 6,383 | ||||||||||||
2018 | 5,362 | ||||||||||||
2019 | 5,064 | ||||||||||||
Thereafter | 5,097 | ||||||||||||
Total minimum lease payments | $ | 36,203 | |||||||||||
Rent expense incurred under non-cancelable operating leases was $6.6 million, $4.5 million and $4.1 million in fiscal years 2014, 2013 and 2012, respectively. Pursuant to the terms of a facility lease, the Company would be obligated to reimburse a landlord for lease incentives of up to $1.0 million should the Company default on the lease during the term, which expires in January 2018. | |||||||||||||
The Company is obligated under certain facility leases to restore those facilities to the condition in which the Company or its predecessors first occupied the facilities. The Company is required to remove leasehold improvements and equipment installed in these facilities prior to termination of the leases. The estimated costs for the removal of these assets are recorded as asset retirement obligations. A summary of the changes in the estimated fair values of the asset retirement obligations is as follows (in thousands): | |||||||||||||
Fiscal Years | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Balance — beginning of year | $ | 994 | $ | 1,074 | $ | 913 | |||||||
Assumed on acquisition | 900 | — | — | ||||||||||
Payments | (442 | ) | (1,403 | ) | (41 | ) | |||||||
Accretion expense and settlements | 223 | 1,323 | 202 | ||||||||||
Balance — end of year | $ | 1,675 | $ | 994 | $ | 1,074 | |||||||
Purchase Commitments—As of October 3, 2014, the Company had outstanding non-cancelable purchase commitments aggregating $5.2 million pursuant to inventory supply arrangements. | |||||||||||||
Litigation—The Company is periodically subject to legal proceedings, claims and contingencies arising in the ordinary course of business. | |||||||||||||
Patent Suit Against Laird. We brought a patent infringement suit against Laird Technologies, Inc. (Laird) in the Federal District Court for the District of Delaware on February 11, 2014, seeking monetary damages and a permanent injunction. The suit alleges that Laird infringes on our United States Patent No. 6,272,349 ('349 Patent), titled “Integrated Global Positioning System Receiver,” by making, using, selling, offering to sell or selling products incorporating an integrated global positioning receiver that include structure(s) recited in the ‘349 Patent, including global positioning system modules for automotive industry customers. Laird filed an answer and declaratory judgment claims of invalidity and noninfringement on June 30, 2014. We filed a reply to the counterclaims on July 24, 2014. | |||||||||||||
We filed a motion for preliminary injunction, seeking to enjoin Laird’s infringement pending full trial on the merits. The court granted the motion for a preliminary injunction on June 13, 2014 and required us to post a bond of $4 million to secure the injunction. In granting the injunction, the court found that we are likely to succeed on the merits of the case at a full trial and that the equities weighed in favor of preliminarily enjoining Laird from making sales of its product until trial. Trial is scheduled to begin on May 16, 2016. | |||||||||||||
Mindspeed Tender Offer Litigation in Delaware and California. Following our November 2013 announcement of the execution of a definitive agreement between us and 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, our merger subsidiary and us 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 enjoin the consummation of the proposed Merger, rescission of the proposed Merger (to the extent the proposed Merger has already been consummated), damages and attorneys’ fees and costs. | |||||||||||||
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. 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 settlement 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. 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. The parties submitted final settlement papers to the Delaware Court of Chancery, which ordered that notice of the settlement be issued to class members. On September 23, 2014, the Court of Chancery approved the settlement and awarded plaintiffs’ counsel the agreed-upon attorneys’ fee of $425,000. | |||||||||||||
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. Plaintiffs in the action filed a request to dismiss the case in light of the settlement approved by the Delaware Court of Chancery. On November 5, 2014, the California Court entered an order dismissing the action. | |||||||||||||
CSR Matter. In January 2013, CSR Technology Inc. (CSR) filed a complaint against us 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 to be supplied by CSR for use in our automotive module product. The complaint claimed alleged damages of $2.2 million and asked for attorney’s fees and other remedies. We filed an answer to the complaint on January 28, 2013. The parties concluded fact discovery and CSR filed a motion for summary judgment, which we opposed. The parties agreed to settle the case in July 2014 without any finding of liability or judgment against us, and the compliant was dismissed by the court with prejudice in August 2014. | |||||||||||||
With respect to the above legal proceedings, individually and in the aggregate, unless described above, we have not been able to reasonably estimate the amount or range of any possible loss, and accordingly have not accrued or disclosed any related amounts of possible loss in the accompanying consolidated financial statements. |
Restructurings
Restructurings | 12 Months Ended | ||||
Oct. 03, 2014 | |||||
Restructuring and Related Activities [Abstract] | ' | ||||
Restructurings | ' | ||||
12. RESTRUCTURINGS | |||||
The Company has periodically implemented restructuring actions in connection broader plans to reduce staffing, and, generally, reduce operating costs. The restructuring expenses are comprised of direct and incremental costs related to headcount reductions, including, change-in-control obligations, 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 30, 2011 | $ | 522 | |||
Current period charges | 1,862 | ||||
Payments | (2,056 | ) | |||
Balance — September 28, 2012 | 328 | ||||
Current period charges | 1,060 | ||||
Payments | (1,243 | ) | |||
Balance — September 27, 2013 | 145 | ||||
Current period charges | 14,823 | ||||
Payments | (14,167 | ) | |||
Balance — October 3, 2014 | $ | 801 | |||
The restructuring actions taken in fiscal years 2013 and 2012, which related to headcount reductions, are complete. | |||||
In fiscal year 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 in fiscal year 2014, and the related obligations are expected to be paid through the first quarter of fiscal year 2015. No further charges are expected related to this plan. The Company’s restructuring charges are primarily employee related with non-employee related charges determined to be immaterial. |
Product_Warranties
Product Warranties | 12 Months Ended | ||||||||||||
Oct. 03, 2014 | |||||||||||||
Guarantees [Abstract] | ' | ||||||||||||
Product Warranties | ' | ||||||||||||
13. PRODUCT WARRANTIES | |||||||||||||
The Company establishes a product warranty liability at the time of revenue recognition. Product warranties generally have terms of between 12 months and 60 months and cover nonconformance with specifications and defects in material or workmanship. For sales to distributors, our warranty generally begins when the product is resold by the distributor. For sales to automotive customers, our warranty generally begins when the automobiles are sold to consumers and generally coincides with the automobile manufacturer’s warranty, which is typically three years or less based upon mileage limitations. The liability is based on estimated costs to fulfill customer product warranty obligations and utilizes historical product failure rates. Should actual warranty obligations differ from estimates, revisions to the warranty liability may be required. | |||||||||||||
Product warranty liability activity is as follows (in thousands): | |||||||||||||
Fiscal Years | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Balance — beginning of year | $ | 566 | $ | 910 | $ | 1,885 | |||||||
Assumed on acquisition | 202 | — | 44 | ||||||||||
Provisions | 201 | 1,083 | 399 | ||||||||||
Direct charges | (276 | ) | (1,427 | ) | (1,418 | ) | |||||||
Balance — end of year | $ | 693 | $ | 566 | $ | 910 | |||||||
Intangible_Assets
Intangible Assets | 12 Months Ended | ||||||||||||||||||||||||
Oct. 03, 2014 | |||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ||||||||||||||||||||||||
Intangible Assets | ' | ||||||||||||||||||||||||
14. INTANGIBLE ASSETS | |||||||||||||||||||||||||
Amortization expense related to amortized intangible assets is as follows (in thousands): | |||||||||||||||||||||||||
Fiscal Years | |||||||||||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||||||||||
Cost of revenue | $ | 18,787 | $ | 2,986 | $ | 2,259 | |||||||||||||||||||
Selling, general and administrative | 1,806 | 1,335 | 1,336 | ||||||||||||||||||||||
Total | $ | 20,593 | $ | 4,321 | $ | 3,595 | |||||||||||||||||||
Intangible assets consist of the following (in thousands): | |||||||||||||||||||||||||
October 3, | September 27, | ||||||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||||||
Acquired technology | $ | 131,953 | $ | 23,637 | |||||||||||||||||||||
Customer relationships | 24,670 | 13,150 | |||||||||||||||||||||||
In-process research and development | 17,970 | — | |||||||||||||||||||||||
Trade name | 3,400 | 3,400 | |||||||||||||||||||||||
Total | 177,993 | 40,187 | |||||||||||||||||||||||
Less accumulated amortization | (35,360 | ) | (15,389 | ) | |||||||||||||||||||||
Intangible assets — net | $ | 142,633 | $ | 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 28, 2012 | $ | 44,654 | $ | 21,354 | $ | 13,150 | $ | — | $ | 3,400 | $ | 6,750 | |||||||||||||
Net intangibles acquired | — | — | — | — | — | — | |||||||||||||||||||
Other intangibles purchased | 2,283 | 2,283 | — | — | — | — | |||||||||||||||||||
Balance at September 27, 2013 | 46,937 | 23,637 | 13,150 | — | 3,400 | 6,750 | |||||||||||||||||||
Net intangibles acquired | 137,405 | 103,881 | 11,520 | 17,970 | — | 4,034 | |||||||||||||||||||
Other intangibles purchased | 4,435 | 4,435 | — | — | — | — | |||||||||||||||||||
Balance at October 3, 2014 | $ | 188,777 | $ | 131,953 | $ | 24,670 | $ | 17,970 | $ | 3,400 | $ | 10,784 | |||||||||||||
As of October 3, 2014, estimated amortization of the intangible assets in future fiscal years, was as follows (in thousands): | |||||||||||||||||||||||||
2015 | $ | 22,920 | |||||||||||||||||||||||
2016 | 20,825 | ||||||||||||||||||||||||
2017 | 19,942 | ||||||||||||||||||||||||
2018 | 17,055 | ||||||||||||||||||||||||
2019 | 14,006 | ||||||||||||||||||||||||
Thereafter | 26,515 | ||||||||||||||||||||||||
Total | $ | 121,263 | |||||||||||||||||||||||
The in-process research and development and trade name are indefinite-lived intangible assets and are not subject to amortization. The Company performed its annual impairment test for the trade name and goodwill in the fourth quarter of each fiscal year presented, concluding no impairment existed. | |||||||||||||||||||||||||
Accumulated amortization, for the acquired technology and customer relationships, was $27.8 million and $7.6 million, respectively, as of October 3, 2014, and $9.6 million and $5.8 million, respectively, as of September 27, 2013. | |||||||||||||||||||||||||
In July 2013, the Company entered into a long term technology licensing and transfer agreement that calls for potential payments by the Company of up to $9.0 million through July 2016 based upon the achievement of specified milestones. Costs incurred in connection with the licensing and the transfer of the technology aggregated $4.4 million and $1.7 million in fiscal years 2014 and 2013, respectively, and were capitalized as incurred as acquired technology. Costs will be amortized to costs of sales upon completion of the transfer, which is currently expected to be completed through fiscal year 2016. |
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||||||
Oct. 03, 2014 | |||||||||||||
Income Tax Disclosure [Abstract] | ' | ||||||||||||
Income Taxes | ' | ||||||||||||
15. INCOME TAXES | |||||||||||||
Deferred income taxes reflect the net effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and amounts used for income tax purposes. The components of the Company’s deferred tax assets and liabilities are as follows (in thousands): | |||||||||||||
October 3, | September 27, | ||||||||||||
2014 | 2013 | ||||||||||||
Current deferred tax assets: | |||||||||||||
Accrued liabilities | $ | 9,830 | $ | 4,361 | |||||||||
Inventory | 8,088 | 3,466 | |||||||||||
Deferred revenue | 4,451 | 2,251 | |||||||||||
Accounts receivable | 142 | 59 | |||||||||||
Federal net operating loss | 15,452 | 267 | |||||||||||
Other current deferred tax assets | 46 | — | |||||||||||
Valuation allowance | (2,052 | ) | — | ||||||||||
Current net deferred tax assets | $ | 35,957 | $ | 10,404 | |||||||||
Non-current deferred tax assets (liabilities): | |||||||||||||
Federal and foreign net operating losses and credits | $ | 128,035 | $ | 4,718 | |||||||||
Intangible assets | (33,158 | ) | (2,554 | ) | |||||||||
Property and equipment | (3,072 | ) | (2,889 | ) | |||||||||
Other non-current deferred tax assets | 272 | — | |||||||||||
Valuation allowance | (7,448 | ) | (856 | ) | |||||||||
Non-current net deferred tax assets (liabilities) | 84,629 | (1,581 | ) | ||||||||||
Total deferred tax asset | $ | 120,586 | $ | 8,823 | |||||||||
As of October 3, 2014, the Company had $381.3 million of gross federal net operating loss carryforward consisting of $307.0 million attributable to the Mindspeed Acquisition, $9.9 million relating to a prior acquisition, and $64.4 million relating to the current period loss. The reported net operating loss carryforward includes any limitation under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended, which applies to an ownership change as defined under Section 382. | |||||||||||||
The deferred tax assets as of October 3, 2014 were reduced by $1.7 million representing tax deductions arising from the exercise of stock options by Company employees in excess of compensation recognized for financial reporting. Additional paid-in capital will be increased by $1.7 million if and when such deferred tax assets are ultimately realized. | |||||||||||||
The domestic and foreign income (loss) from continuing operations before taxes were as follows (in thousands): | |||||||||||||
Fiscal Years | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
United States | $ | (38,708 | ) | $ | 13,052 | $ | 7,443 | ||||||
Foreign | 19,936 | 14,279 | 4,846 | ||||||||||
Income (loss) from operations before income taxes | $ | (18,772 | ) | $ | 27,331 | $ | 12,289 | ||||||
The components of the provision for income taxes are as follows (in thousands): | |||||||||||||
Fiscal Years | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Current: | |||||||||||||
Federal | $ | 712 | $ | 11,287 | $ | 10,487 | |||||||
State | (419 | ) | 1,512 | 2,141 | |||||||||
Foreign | 2,181 | 986 | 1,340 | ||||||||||
Current provision | 2,474 | 13,785 | 13,968 | ||||||||||
Deferred: | |||||||||||||
Federal | (8,968 | ) | (3,326 | ) | 2,569 | ||||||||
State | (313 | ) | (1,146 | ) | 258 | ||||||||
Foreign | (725 | ) | (273 | ) | (1,387 | ) | |||||||
Change in valuation allowance | (522 | ) | 95 | 545 | |||||||||
Deferred provision (benefit) | (10,528 | ) | (4,650 | ) | 1,985 | ||||||||
Total provision | $ | (8,054 | ) | $ | 9,135 | $ | 15,953 | ||||||
The Company’s net deferred tax asset relates predominantly to its operations in the United States. A valuation allowance is recorded when, based on assessment of both positive and negative evidence, management determines that it is not more likely than not that the assets are recoverable. Such assessment is required on a jurisdictional basis. | |||||||||||||
The $9.5 million of valuation allowance as of October 3, 2014 relates primarily to state net operating loss (NOL) carryforwards assumed in the Mindspeed Acquisition whose recovery is not considered more likely than not. The $0.9 million of valuation allowance as of September 27, 2013 related to a foreign jurisdiction for which the Company does not believe recovery of the deferred tax asset is more likely than not. | |||||||||||||
The Company’s effective tax rates differ from the federal and statutory rate as follows: | |||||||||||||
Fiscal Years | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Federal statutory rate | 35 | % | 35 | % | 35 | % | |||||||
Nitronex losses | (5.7 | ) | 8.3 | 23 | |||||||||
Foreign rate differential | 24.3 | (9.5 | ) | (28.4 | ) | ||||||||
State taxes net of federal benefit | 2.4 | 2.1 | 10.1 | ||||||||||
Change in tax status | — | — | (9.3 | ) | |||||||||
Class B Conversion and warrant liabilities | (7.3 | ) | 4.1 | 95.9 | |||||||||
Change in valuation allowance | (0.6 | ) | 0.3 | 3.7 | |||||||||
Research and development credits | 4.1 | (8.0 | ) | (3.7 | ) | ||||||||
Nondeductible compensation expense | (3.4 | ) | — | — | |||||||||
Nondeductible legal fees | (4.1 | ) | 0.6 | 1.7 | |||||||||
Other permanent differences | (1.8 | ) | 0.5 | 1.8 | |||||||||
Effective income tax rate | 42.9 | % | 33.4 | % | 129.8 | % | |||||||
For fiscal year 2014, the effective tax rate to calculate the tax benefit on $18.8 million of pre-tax loss from continuing operations was 42.9%. For fiscal years 2013 and 2012 the effective tax rate to calculate the tax expense on pre-tax income of $27.3 million and $12.3 million, respectively, was 33.4% and 129.8%, respectively. The effective income tax rate for fiscal years 2014, 2013 and 2012 were primarily impacted by pre-acquisition Nitronex losses and a lower income tax rate in many of the foreign jurisdictions in which the Company’s foreign subsidiaries operate. For the fiscal year ended 2012, the effective tax rate was also significantly impacted by the changes in fair values of the Class B conversion and warrant liability, which are neither taxable nor deductible for income tax purposes. | |||||||||||||
All earnings of foreign subsidiaries are considered indefinitely reinvested for the periods presented. Undistributed earnings of all foreign subsidiaries as of October 3, 2014 aggregated $54.4 million. It is not practicable to determine the U.S. federal and state deferred tax liabilities associated with such foreign earnings. | |||||||||||||
Activity related to unrecognized tax benefits is as follows (in thousands): | |||||||||||||
Balance — September 30, 2011 | $ | 437 | |||||||||||
Additions based on tax positions | 597 | ||||||||||||
Reductions based on tax positions | (437 | ) | |||||||||||
Balance — September 28, 2012 | 597 | ||||||||||||
Reductions based on tax positions | (597 | ) | |||||||||||
Balance — September 27, 2013 | — | ||||||||||||
Additions based on tax positions | 1,670 | ||||||||||||
Reductions based on tax positions | — | ||||||||||||
Balance — October 3, 2014 | $ | 1,670 | |||||||||||
The balance of the unrecognized tax benefit as of October 3, 2014 includes a $1.4 million reduction in current deferred tax assets and $0.3 million is included in other long-term liabilities in the accompanying consolidated balance sheets. The entire balance of unrecognized tax benefits, if recognized, will reduce income tax expense. It is the Company’s policy to recognize any interest and penalties accrued related to unrecognized tax benefits in income tax expense. During fiscal year 2014, the Company did not make any payment of interest and penalties. There was nothing accrued in the consolidated balance sheets for the payment of interest and penalties at October 3, 2014 as the remaining unrecognized tax benefits would only serve to reduce the Company’s current federal and state NOL carryforwards, if ultimately recognized. | |||||||||||||
During fiscal year 2014, the Company settled the federal audit for fiscal years 2011 and 2012 with no material impact upon the financial statements. A summary of the fiscal tax years that remain subject to examination, as of October 3, 2014, for the Company’s significant tax jurisdictions are: | |||||||||||||
Jurisdiction | Tax Years | ||||||||||||
Subject to Examination | |||||||||||||
United States — federal | 2013 — forward | ||||||||||||
United States — various states | 2011 — forward | ||||||||||||
Ireland | 2011 — forward | ||||||||||||
Generally, the Company is no longer subject to federal income tax examinations for years before 2013, except to the extent of loss and tax credit carryforwards from those years. |
ShareBased_Compensation_Plans
Share-Based Compensation Plans | 12 Months Ended | ||||||||||||||||
Oct. 03, 2014 | |||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | ||||||||||||||||
Share-Based Compensation Plans | ' | ||||||||||||||||
16. SHARE-BASED COMPENSATION PLANS | |||||||||||||||||
The following table presents the effects of stock-based compensation expense related to stock-based awards to employees and non-employees in the Company’s consolidated statements of operations during the periods presented (in thousands): | |||||||||||||||||
Fiscal Years | |||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||
Cost of revenue | $ | 1,771 | $ | 1,068 | $ | 704 | |||||||||||
Research and development | 2,818 | 1,739 | 967 | ||||||||||||||
Selling, general and administrative | 6,688 | 3,649 | 1,989 | ||||||||||||||
Total | $ | 11,277 | $ | 6,456 | $ | 3,660 | |||||||||||
The Company has the following equity incentive plans: the Amended and Restated 2009 Stock Incentive Plan (2009 Plan), the 2012 Omnibus Incentive Plan (2012 Plan), the 2012 Employee Stock Purchase Plan (ESPP), the Mindspeed Technologies, Inc. 2013 Equity Incentive Plan (Mindspeed 2013 Plan), the Mindspeed Technologies, Inc. 2003 Long-Term Incentives Plan (Mindspeed 2003 Plan) and the Mindspeed Technologies, Inc. Directors Stock Plan (Mindspeed Directors Plan). | |||||||||||||||||
Upon the closing of the IPO, all shares that were reserved under the 2009 Plan but not awarded were assumed by the 2012 Plan. No additional awards will be made under the 2009 Plan. Under the 2012 Plan, the Company has the ability to issue incentive stock options (ISOs), non-statutory stock options (NSOs), stock appreciation rights, restricted stock, restricted stock units (RSUs), performance units, performance shares and other equity-based awards to employees, directors and outside consultants. The ISOs and NSOs must be granted at a price per share not less than the fair value of our common stock on the date of grant. Options granted to date generally vest over a four-year period with 25% vesting at the end of one year and the remaining vest monthly thereafter. Certain of the share-based awards granted and outstanding as of October 3, 2014, are subject to accelerated vesting upon a sale of the Company or similar changes in control. Options granted generally are exercisable up to 10 years. In fiscal year 2012, the Company began granting RSUs, which generally vest annually over one to five years. As of October 3, 2014, the Company had 9.9 million shares available for future grants under the 2012 Plan. | |||||||||||||||||
The Mindspeed 2013 Plan, the Mindspeed 2003 Plan, the Mindspeed Directors Plan and certain inducement equity grants (collectively, the Mindspeed Plans) were assumed by the Company in connection with the Mindspeed Acquisitions. No additional equity awards will be made under the Mindspeed Equity Plans. | |||||||||||||||||
A summary of stock option activity for fiscal year 2014 is as follows (in thousands, except per share amounts): | |||||||||||||||||
Number of Shares | Weighted-Average | Weighted- | Aggregate | ||||||||||||||
Exercise Price per | Average | Intrinsic Value | |||||||||||||||
Share | Remaining | ||||||||||||||||
Contractual Term | |||||||||||||||||
(in Years) | |||||||||||||||||
Options outstanding — September 27, 2013 | 841 | $ | 1.6 | 6.2 | $ | 13,131 | |||||||||||
Assumed in Mindspeed Acquisition | 439 | 24.5 | |||||||||||||||
Granted | 405 | 17.5 | |||||||||||||||
Exercised | (515 | ) | 4.31 | ||||||||||||||
Forfeited, canceled or expired | (222 | ) | 26.62 | ||||||||||||||
Options outstanding — October 3, 2014 | 948 | $ | 11.73 | 6.6 | $ | 10,015 | |||||||||||
Options vested and expected to vest — October 3, 2014 | 857 | $ | 11.11 | 6.3 | $ | 9,640 | |||||||||||
Options exercisable — October 3, 2014 | 562 | $ | 7.86 | 4.7 | $ | 8,348 | |||||||||||
Aggregate intrinsic value represents the difference between the Company’s closing stock price on October 3, 2014, and the exercise price of outstanding, in-the-money options. The total intrinsic value of options exercised was $7.6 million, $8.4 million and $4.6 million for fiscal years 2014, 2013 and 2012. As of October 3, 2014, total unrecognized compensation cost, excluding the impact of the assumed Mindspeed stock options, adjusted for estimated forfeitures, related to non-vested stock options was $2.2 million, which is expected to be recognized over the next 2.5 years. | |||||||||||||||||
No options were granted in fiscal years 2013 and 2012. In April 2014, the Company granted stock options as to 405,000 shares of common stock with a grant date fair value of $3.5 million that are subject to vesting only upon the market price of the Company’s underlying public stock closing above a certain price target within ten years of the grant date. Due to the market condition upon which vesting is based, the fair value of the awards was estimated using a Monte Carlo simulation model. Compensation cost is recognized regardless of the number of awards that are earned based on the market condition. Compensation cost is recognized on a straight-line basis over the estimated service period of three years. In the event that the Company’s common stock achieves the target price of $32.55 per share prior to the end of the estimated service period, any remaining unamortized compensation cost will be recognized. These options are included in the table and other information above. | |||||||||||||||||
The weighted-average assumptions used for calculating the fair value of stock options granted during fiscal year 2014, is as follows: | |||||||||||||||||
Risk-free interest rate | 2.71 | ||||||||||||||||
Expected term (years) | 10 | ||||||||||||||||
Expected volatility | 42.6 | % | |||||||||||||||
Expected dividends | — | ||||||||||||||||
A summary of restricted stock awards and units activity for fiscal year 2014 is as follows (in thousands): | |||||||||||||||||
Number of | Weighted-Average | Aggregate | |||||||||||||||
Shares | Remaining | Intrinsic Value | |||||||||||||||
Contractual Term | |||||||||||||||||
in Years | |||||||||||||||||
Issued and unvested — September 27, 2013 | 1,129 | 2.3 | $ | 18,148 | |||||||||||||
Assumed in Mindspeed Acquisition | 285 | ||||||||||||||||
Granted | 1,049 | ||||||||||||||||
Vested | (536 | ) | |||||||||||||||
Forfeited, canceled or expired | (207 | ) | |||||||||||||||
Issued and unvested shares — October 3, 2014 | 1,720 | 2.6 | $ | 37,203 | |||||||||||||
Shares expected to vest | 1,521 | 2.6 | $ | 32,908 | |||||||||||||
The total fair value of restricted stock awards and units vesting was $9.2 million, $3.9 million and $1.7 million for fiscal years 2014, 2013 and 2012. As of October 3, 2014, total unrecognized compensation cost, adjusted for estimated forfeitures, related to RSUs and restricted stock was approximately $20.1 million, which is expected to be recognized over the next 2.5 years. | |||||||||||||||||
Concurrently with the IPO in March 2012, the ESPP became effective. The ESPP allows eligible employees to purchase shares of the Company’s common stock at a discount through payroll deductions of up to 15% of their eligible compensation, subject to any plan limitations. In administering the ESPP, the board of directors has limited discretion to set the length of the offering periods thereunder. The board of directors has provided for an initial offering period of eight months following the IPO, followed by six- month offering periods thereafter. As of October 3, 2014, total unrecognized compensation cost related to the ESPP was not material. In fiscal years 2014 and 2013, 150,000 and 131,000, respectively, of shares of common stock were issued under the ESPP. | |||||||||||||||||
The financial impact of any modifications to share-based awards during the periods presented was immaterial. | |||||||||||||||||
For the purpose of determining the exercise prices of the Company’s share-based awards prior to the IPO, fair value of the Company’s common stock was contemporaneously estimated by its board of directors as of each grant date, with input from management. Since the IPO, the Company’s quoted market price represents the fair value of the common stock. | |||||||||||||||||
The 2012 Plan contains an “evergreen” provision, pursuant to which the number of shares of common stock available for issuance under the 2012 Plan can be increased on the first day of each fiscal year equal to the lesser of (a) 4.0% of outstanding common stock on a fully diluted basis as of the end of the immediately preceding fiscal year, (b) 1.9 million shares of common stock, and (c) a lesser amount determined by the board of directors; provided, however, that any shares from any increases in previous years that are not actually issued will continue to be available for issuance under the 2012 Plan. The ESPP also contains an “evergreen” provision, pursuant to which the number of shares of common stock available for issuance under the ESPP can be increased on the first day of each fiscal year equal to the lesser of (a) 1.25% of outstanding common stock on a fully diluted basis as of the end of the immediately preceding fiscal year, (b) 550,000 shares of common stock, and (c) a lesser amount determined by the board of directors; provided, however, that any shares from any increases in previous years that are not actually issued will continue to be available for issuance under the ESPP. In fiscal year 2014, pursuant to the evergreen provisions, the number of shares of common stock available for issuance under the 2012 Plan and the ESPP were increased by 1.9 million shares and 550,000 shares, respectively. |
Preferred_Stock
Preferred Stock | 12 Months Ended | ||||||||
Oct. 03, 2014 | |||||||||
Equity [Abstract] | ' | ||||||||
Preferred Stock | ' | ||||||||
17. PREFERRED STOCK | |||||||||
Upon completion of the IPO in March 2012, all outstanding shares of preferred stock were converted to common stock. Since that date, common stock is the only outstanding capital stock. | |||||||||
In December 2010, the Company authorized 34,169,560 shares and issued 34,169,559.75 shares of Class B preferred stock (Class B) to new investors for $120.0 million in gross proceeds and net proceeds of $118.7 million. In connection with the Class B issuance, the Company also issued warrants to the new investors to purchase 1,281,358 shares of common stock for $14.05 per share. The warrants expire December 21, 2020, or earlier as per the terms of the agreement, including within 10 days following consummation of a sale of all or substantially all assets or capital stock or other equity securities of the Company, including by merger consolidation, recapitalization, or similar transactions, if not otherwise exercised. | |||||||||
Prior to cancellation in connection with the IPO, the Class A preferred stock (Class A) and Class B preferred stock had preferential voting, dividend, redemption, and other rights superior to common stock. Each share of Class A and Class B automatically converted into .25 shares of common stock on the completion of the IPO. | |||||||||
Qualified Public Offering or QPO Preference—The Class B stockholders were eligible to receive a preference payment based upon a formula that resulted in $60.0 million being paid to the Class B stockholders upon the close of the IPO on March 20, 2012. | |||||||||
The Class B was recorded outside of permanent stockholders’ equity as mezzanine equity due to the existence of the optional redemption rights. As a result of the amendments to the preference rights of Class A described above, the Company reclassified the Class A from stockholders’ equity to mezzanine equity in December 2010. The reclassification was made at the issuance date fair value, which aggregated $106.4 million. | |||||||||
The Company initially recorded the carrying value of the Class B as the total gross proceeds from the issuance less issuance costs, the fair value of the warrants (see Note 18) and the fair value of the Class B Conversion Liability discussed further below. The Company accreted the carrying value of the redeemable securities, including the Class B, to their redemption values using the effective interest method over the period from issuance to earliest redemption date. The accretion was recorded as an increase in the carrying value of the redeemable securities and a reduction to additional paid in capital, or in the absence of such, as an increase in the accumulated deficit. | |||||||||
A summary of the allocation of proceeds to and changes in the carrying value of the Class B follows (in thousands): | |||||||||
Shares | Amount | ||||||||
Balance — September 30, 2011 | $ | — | |||||||
Issuance of Class B redeemable convertible preferred stock, net of allocation of proceeds | 34,170 | 75,618 | |||||||
Accretion | 2,616 | ||||||||
Reclassification upon conversion of Class B to common stock | (78,234 | ) | |||||||
Balance — September 28, 2012 | $ | — | |||||||
Class B Conversion Liability—The Class B redemption right allowed the holders to elect to receive a greater redemption amount related to the fair value of the Company’s common stock. This feature and the QPO Preference are embedded derivatives not deemed clearly and closely related to the host contract, Class B, due to, among other things, the potential cash settlement of both features. The embedded derivatives have been aggregated for financial reporting purposes. Accordingly, the embedded derivatives require separate accounting from the Class B. Upon issuance of the Class B, the estimated fair values of these embedded derivatives were bifurcated from the remainder of the Class B proceeds and recorded as long-term liabilities in the accompanying consolidated financial statements. Prior to March 2012, the carrying values of the embedded derivatives were adjusted to fair value at the end of each reporting period and the changes in fair value recognized in the statements of operations. The Class B conversion liabilities were settled upon the closing of the Company’s IPO in March 2012. The following is a summary of the changes in the carrying value of the Class B conversion liability (in thousands): | |||||||||
Balance — September 30, 2011 | $ | 81,378 | |||||||
Change in estimated fair value | 44,119 | ||||||||
Payment of Class B preference | (60,000 | ) | |||||||
Reclassification upon conversion of Class B to common stock | (65,497 | ) | |||||||
Balance — September 28, 2012 | $ | — | |||||||
Stockholders_Equity
Stockholders' Equity | 12 Months Ended | ||||
Oct. 03, 2014 | |||||
Equity [Abstract] | ' | ||||
Stockholders' Equity | ' | ||||
18. STOCKHOLDERS’ EQUITY | |||||
Outstanding shares of common stock presented in the accompanying consolidated statements of stockholders’ equity as of October 3, 2014 and September 27, 2013, exclude 59,000 and 74,000 shares, respectively, issued as compensation to employees that were subject to forfeiture, pending continued employment with the Company through stated vesting dates. | |||||
Common Stock Warrants—In connection with the Class B issuance, the Company issued warrants to purchase 1,281,358 shares of common stock for $14.05 per share. The warrants expire December 21, 2020, or earlier as per the terms of the agreement, including immediately following consummation of a sale of all or substantially all assets or capital stock or other equity securities of the Company, including by merger, consolidation, recapitalization, or similar transactions. Prior to completion of the IPO in March 2012, the number of shares issuable upon exercise of the warrants were subject to potential increases pursuant to certain antidilution rights included in the agreements. Following completion of the IPO in March 2012, and pursuant to an investor rights agreement between the Company and the holders of the warrants, the holders of the warrants have the right in certain circumstances to require the Company to register the warrants or the underlying shares of common stock for resale under the Securities Act. The Company does not have a sufficient number of shares currently registered and available to satisfy the request for registration, if such is made. As of October 3, 2014, no exercise of the warrants had occurred and no request had been made to register the warrants or any underlying securities for resale by the holders. | |||||
The inclusion of antidilution rights and the subsequent registration rights result in the warrants being recorded outside stockholders’ equity (deficit) and as a liability in accordance with authoritative accounting literature. The Company is recording the estimated fair values of the warrants as a long-term liability in the accompanying consolidated financial statements with changes in the estimated fair value being recorded in the accompanying statements of operations. The following is a summary of the activity of the warrant liability (in thousands): | |||||
Balance — September 28, 2012 | $ | 7,561 | |||
Change in estimated fair value | 4,312 | ||||
Balance — September 27, 2013 | 11,873 | ||||
Change in estimated fair value | 3,928 | ||||
Balance — October 3, 2014 | $ | 15,801 | |||
RelatedParty_Transactions
Related-Party Transactions | 12 Months Ended |
Oct. 03, 2014 | |
Related Party Transactions [Abstract] | ' |
Related-Party Transactions | ' |
19. RELATED-PARTY TRANSACTIONS | |
GaAs Labs, LLC (GaAs Labs), a stockholder and an affiliate of directors and majority stockholders John and Susan Ocampo, was formerly engaged to provide management services pursuant to an agreement entered into in fiscal year 2008 and amended in December 2010. Selling, general and administrative expenses for fiscal year 2012 includes $360,000 for such services. The agreement terminated by its terms concurrently with the closing of the IPO in March 2012. | |
In April 2012, the Company entered into an agreement with GaAs Labs whereby GaAs Labs pays the Company for 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 fiscal years 2014, 2013 and 2012, the Company billed GaAs Labs $118,000, $372,000 and $185,000, respectively, for services provided pursuant to this agreement and has recorded these amounts as other income in the accompanying consolidated statements of operations. | |
In February 2012, the Company entered into a design services agreement with Ubiquiti Networks, Inc. (Ubiquiti). Two of the Company’s directors were also directors of Ubiquiti’s at such time. Such directors resigned from Ubiquti’s board of directors in October 2013. An affiliate of one of the directors was also an Ubiquiti stockholder. The agreement provides that the Company will provide engineering services to Ubiquiti toward the development of an IC device. The agreement also provides that Ubiquiti will pay the Company up to $500,000 for such services based on milestone achievement and sets a unit price for any future production orders of such devices. Pursuant to the terms of the agreement, the Company did not record any related revenue in fiscal year 2014 and recorded related revenue of $300,000 and $200,000 in fiscal years 2013 and 2012, respectively. | |
In fiscal years 2014 and 2013, the Company recorded revenue of $150,000 and $242,000, respectively, from sales of product to a privately-held company with a common director. |
Divestitures
Divestitures | 12 Months Ended | ||||
Oct. 03, 2014 | |||||
Text Block [Abstract] | ' | ||||
Divestitures | ' | ||||
20. DIVESTITURES | |||||
Upon closing the Mindspeed Acquisition, MACOM decided to divest the wireless business of Mindspeed. The operations of the wireless business are included in discontinued operations. There was no gain or loss on the sale, which had a selling price of $12.0 million and which closed in February 2014. The accompanying consolidated statement of operations for fiscal 2014 includes the following operating results related to the divested business (in thousands): | |||||
Revenue | $ | 2,440 | |||
Loss before income taxes | (7,381 | ) | |||
Benefit for income taxes | 2,776 | ||||
Loss from discontinued operations | $ | (4,605 | ) | ||
In fiscal year 2014, the Company sold non-core assets representing one product line, receiving cash proceeds aggregating $12.0 million. The Company has no continuing interests in these assets. There was no gain or loss on the sale, which closed in May 2014. |
Earnings_Per_Share
Earnings Per Share | 12 Months Ended | ||||||||||||
Oct. 03, 2014 | |||||||||||||
Earnings Per Share [Abstract] | ' | ||||||||||||
Earnings Per Share | ' | ||||||||||||
21. EARNINGS PER SHARE | |||||||||||||
The following table set forth the computation for basic and diluted net income (loss) per share of common stock (in thousands, except per share data): | |||||||||||||
Fiscal Years | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Numerator: | |||||||||||||
Income (loss) from continuing operations | $ | (10,718 | ) | $ | 18,196 | $ | (3,664 | ) | |||||
Loss from discontinued operations | (4,605 | ) | — | — | |||||||||
Net income (loss) | (15,323 | ) | 18,196 | (3,664 | ) | ||||||||
Accretion to redemption value of redeemable convertible preferred stock | — | — | (2,616 | ) | |||||||||
Net income (loss) attributable to common stockholders | $ | (15,323 | ) | $ | 18,196 | $ | (6,280 | ) | |||||
Denominator: | |||||||||||||
Weighted average common shares outstanding-basic | 47,009 | 45,916 | 24,758 | ||||||||||
Dilutive effect of options and warrants | — | 1,221 | — | ||||||||||
Weighted average common shares outstanding-diluted | 47,009 | 47,137 | 24,758 | ||||||||||
Common stock earnings per share-basic: | |||||||||||||
Continuing operations | $ | (0.23 | ) | 0.4 | $ | (0.25 | ) | ||||||
Discontinued operations | (0.10 | ) | — | — | |||||||||
Net common stock earnings per share-basic | $ | (0.33 | ) | $ | 0.4 | $ | (0.25 | ) | |||||
Common stock earnings per share-diluted: | |||||||||||||
Continuing operations | $ | (0.23 | ) | 0.39 | $ | (0.25 | ) | ||||||
Discontinued operations | (0.10 | ) | — | — | |||||||||
Net common stock earnings per share-diluted | $ | (0.33 | ) | $ | 0.39 | $ | (0.25 | ) | |||||
The following common equivalent shares were excluded from the calculation from net income per share as their inclusion would have been antidilutive (in thousands): | |||||||||||||
Fiscal Years | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Stock options and restricted stock | 1,079 | — | 1,821 | ||||||||||
Convertible preferred stock | — | — | 17,733 | ||||||||||
Warrants | 329 | — | 141 | ||||||||||
Total common stock equivalent shares excluded | 1,408 | — | 19,695 | ||||||||||
Supplemental_Cash_Flow_Informa
Supplemental Cash Flow Information | 12 Months Ended | |||
Oct. 03, 2014 | ||||
Supplemental Cash Flow Elements [Abstract] | ' | |||
Supplemental Cash Flow Information | ' | |||
22. SUPPLEMENTAL CASH FLOW INFORMATION | ||||
The following is supplemental cash flow information regarding noncash investing and financing activities: | ||||
• | As of October 3, 2014 and September 27, 2013, the Company had $1.0 million and $2.4 million, respectively, in unpaid amounts related to purchases of property and equipment and intangibles included in accounts payable and accrued liabilities. These amounts have been excluded from the payments for purchases of property and equipment until paid. | |||
• | Upon closing certain acquisitions in 2014, MACOM assumed $40.9 million of the seller’s indebtedness, all of which was paid in fiscal year 2014. | |||
• | In June 2012, GaAs Labs contributed $2.1 million to Nitronex as a capital contribution in connection with a note payable previously executed between GaAs Labs and Nitronex. | |||
• | In March 2012, upon completion of the IPO, all shares of convertible preferred stock converted into common stock. As a result, the carrying values immediately prior to the conversion of Series A-1 convertible preferred stock ($64.0 million), Series A-2 convertible preferred stock ($42.4 million) and Class B ($78.2 million) were reclassified to stockholders’ equity, primarily as in additional paid-in capital. In addition, the carrying value of the Class B conversion liability immediately prior to conversion of the Class B ($125.5 million) was reclassified to additional paid-in capital. |
Accumulated_Other_Comprehensiv
Accumulated Other Comprehensive Income | 12 Months Ended | ||||||||||||
Oct. 03, 2014 | |||||||||||||
Text Block [Abstract] | ' | ||||||||||||
Accumulated Other Comprehensive Income | ' | ||||||||||||
23. ACCUMULATED OTHER COMPREHENSIVE INCOME | |||||||||||||
The components of accumulated other comprehensive income, net of income taxes, are as follows (in thousands): | |||||||||||||
Foreign currency | Pension items | Total | |||||||||||
items | |||||||||||||
Accumulated other comprehensive income at September 27, 2013 | $ | (167 | ) | $ | — | $ | (167 | ) | |||||
Foreign currency translation adjustment | (1,097 | ) | — | (1,097 | ) | ||||||||
Pension adjustment, net of tax | — | (90 | ) | (90 | ) | ||||||||
Accumulated other comprehensive income at October 3, 2014 | $ | (1,264 | ) | $ | (90 | ) | $ | (1,354 | ) | ||||
In fiscal year 2014, the Company recorded an immaterial amount in taxes related to other comprehensive income. |
Geographic_and_Significant_Cus
Geographic and Significant Customer Information | 12 Months Ended | ||||||||||||
Oct. 03, 2014 | |||||||||||||
Segment Reporting [Abstract] | ' | ||||||||||||
Geographic and Significant Customer Information | ' | ||||||||||||
24. GEOGRAPHIC AND SIGNIFICANT CUSTOMER INFORMATION | |||||||||||||
The Company has one reportable operating segment which designs, develops, manufactures, and markets semiconductors and modules. The determination of the number of reportable operating segments is based on the chief operating decision maker’s use of financial information for the purposes of assessing performance and making operating decisions. In evaluating financial performance and making operating decisions, the chief operating decision maker primarily uses consolidated net revenue, gross profit and operating income (loss). | |||||||||||||
Information about the Company’s operations in different geographic regions, based upon customer locations, is presented below (in thousands): | |||||||||||||
Fiscal Years | |||||||||||||
Revenue by Geographic Region | 2014 | 2013 | 2012 | ||||||||||
United States | $ | 213,180 | $ | 189,708 | $ | 160,453 | |||||||
International (1) | 205,482 | 133,363 | 142,883 | ||||||||||
Total | $ | 418,662 | $ | 323,071 | $ | 303,336 | |||||||
As Of | |||||||||||||
Long-Lived Assets by Geographic Region | October 3, | September 27, | |||||||||||
2014 | 2013 | ||||||||||||
United States | $ | 42,031 | $ | 26,226 | |||||||||
International (2) | 8,326 | 6,509 | |||||||||||
Total | $ | 50,357 | $ | 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, which accounted for 11%. | ||||||||||||
The following is a summary of customer concentrations as a percentage of total sales and accounts receivable as of and for the periods presented: | |||||||||||||
Fiscal Years | |||||||||||||
Revenue | 2014 | 2013 | 2012 | ||||||||||
Customer A | 19 | % | 25 | % | 16 | % | |||||||
Customer B | 15 | % | 16 | % | 18 | % | |||||||
Accounts Receivable | October 3, | September 27, | |||||||||||
2014 | 2013 | ||||||||||||
Customer A | 16 | % | 21 | % | |||||||||
Customer B | 16 | % | 18 | % | |||||||||
No other customer represented more than 10% of revenue or accounts receivable in the periods presented in the accompanying consolidated financial statements. In fiscal years 2014, 2013 and 2012, ten customers represented an aggregate of 60%, 59% and 55% of total revenue, respectively. |
Quarterly_Financial_Data_Unaud
Quarterly Financial Data (Unaudited) | 12 Months Ended | ||||||||||||||||||||
Oct. 03, 2014 | |||||||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | ' | ||||||||||||||||||||
Quarterly Financial Data (Unaudited) | ' | ||||||||||||||||||||
25. QUARTERLY FINANCIAL DATA (UNAUDITED) | |||||||||||||||||||||
(In thousands, except per share data) | |||||||||||||||||||||
First | Second | Third | Fourth | Fiscal | |||||||||||||||||
Quarter | Quarter | Quarter | Quarter | Year | |||||||||||||||||
Fiscal Year 2014 | |||||||||||||||||||||
Revenue | $ | 84,154 | $ | 107,827 | $ | 112,364 | $ | 114,317 | $ | 418,662 | |||||||||||
Gross profit | 35,722 | 26,863 | 50,214 | 56,189 | 168,988 | ||||||||||||||||
Net income (loss) | (8,921 | ) | (22,122 | ) | 1,183 | 14,537 | (15,323 | ) | |||||||||||||
Per share data (2) | |||||||||||||||||||||
Net income (loss), basic | $ | (0.19 | ) | $ | (0.47 | ) | $ | 0.03 | $ | 0.31 | $ | (0.33 | ) | ||||||||
Net income (loss), diluted | $ | (0.19 | ) | $ | (0.47 | ) | $ | 0.02 | $ | 0.3 | $ | (0.33 | ) | ||||||||
Fiscal Year 2013 | |||||||||||||||||||||
Revenue | $ | 76,076 | $ | 78,843 | $ | 83,477 | $ | 84,675 | $ | 323,071 | |||||||||||
Gross profit | 31,486 | 32,833 | 35,504 | 36,590 | 136,413 | ||||||||||||||||
Net income (loss) (1) | 4,056 | 5,420 | 6,980 | 1,740 | 18,196 | ||||||||||||||||
Per share data (2) | |||||||||||||||||||||
Net income (loss), basic | $ | 0.09 | $ | 0.12 | $ | 0.15 | $ | 0.04 | $ | 0.4 | |||||||||||
Net income (loss), diluted | $ | 0.09 | $ | 0.11 | $ | 0.15 | $ | 0.04 | $ | 0.39 | |||||||||||
-1 | The fourth quarter of fiscal year 2013 includes a litigation settlement of $7.3 million. | ||||||||||||||||||||
-2 | Earnings per share calculations for each of the quarters are based on the weighted average number of shares outstanding and included common stock equivalents in each period. Therefore, the sums of the quarters do not necessarily equal the full year earnings per share. |
Subsequent_Events
Subsequent Events | 12 Months Ended |
Oct. 03, 2014 | |
Subsequent Events [Abstract] | ' |
Subsequent Events | ' |
26. SUBSEQUENT EVENTS | |
On November 17, 2014, the Company entered into an Agreement and Plan of Merger to acquire BinOptics Corporation (BinOptics Acquisition). The aggregate consideration payable for BinOptics will be approximately $230 million, subject to adjustment based on customary post-closing purchase price adjustment provisions and indemnification obligations of BinOptics equityholders after the closing of the BinOptics Acquisition. The Company currently expect the acquisition to close prior to the end of calendar 2014. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 12 Months Ended | ||
Oct. 03, 2014 | |||
Accounting Policies [Abstract] | ' | ||
Principles of Consolidation | ' | ||
Principles of Consolidation—The accompanying consolidated financial statements include the accounts of the Company and its majority-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Prior to the Nitronex Acquisition, MACOM and Nitronex, did not have material intracompany transactions. | |||
Use of Estimates | ' | ||
Use of Estimates—The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the U.S. 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. | |||
Discontinued Operations | ' | ||
Discontinued Operations—In the second quarter of fiscal year 2014, the Company sold assets of the non-core wireless business of Mindspeed and presented the divested businesses as assets held for sale as of the date of the Mindspeed acquisition. The operating results of the business are reflected in discontinued operations. | |||
Foreign Currency Translation and Remeasurement | ' | ||
Foreign Currency Translation and Remeasurement—The Company’s consolidated financial statements are presented in U.S. dollars. While the majority of the Company’s foreign operations use the U.S. dollar as the functional currency, the financial statements of the Company’s foreign operations for which the functional currency is not the U.S. dollar are translated into U.S. dollars at the exchange rates in effect at the balance sheet dates (for assets and liabilities) and at average exchange rates (for revenue and expenses). The unrealized translation gains and losses on the net investment in these foreign operations are accumulated as a component of other comprehensive income (loss). | |||
The financial statements of the Company’s foreign operations where the functional currency is the U.S. dollar, but where the underlying transactions are transacted in a different currency, are remeasured at the exchange rate in effect at the balance sheet date with respect to monetary assets and liabilities. Nonmonetary assets and liabilities, such as inventories and property and equipment, and related statements of operations accounts, such as cost of revenue and depreciation, are remeasured at historical exchange rates. Revenue and expenses, other than cost of revenue, amortization and depreciation, are translated at the average exchange rate for the period in which the transaction occurred. The net gains (losses) on foreign currency remeasurement are reflected in selling, general and administrative expense in the accompanying consolidated statements of operations. The Company’s recognized net gains and losses on foreign exchange are included in selling, general and administrative expense and for all periods presented were immaterial. | |||
Cash and Cash Equivalents | ' | ||
Cash and Cash Equivalents—Cash equivalents are primarily composed of short-term, highly-liquid instruments with an original maturity of three months or less. | |||
Accounts Receivable | ' | ||
Accounts Receivable—Accounts receivable are stated net of an allowance for estimated uncollectible accounts, which is determined by establishing reserves for specific accounts and considering historical and estimated probable losses. | |||
Inventories | ' | ||
Inventories—Inventories are stated at the lower of cost or market. The Company uses a combination of standard cost and moving weighted-average cost methodologies to determine the cost basis for its inventories, approximating a first-in, first-out basis. The standard cost of finished goods and work-in-process inventory is composed of material, labor and manufacturing overhead, which approximates actual cost. In addition to stating inventory at the lower of cost or market, the Company also evaluates inventory each reporting period for excess quantities and obsolescence, establishing reserves when necessary based upon historical experience, assessment of economic conditions and expected demand. Once recorded, these reserves are considered permanent adjustments to the carrying value of inventory. | |||
Property and Equipment | ' | ||
Property and Equipment—Property and equipment are stated at cost, less accumulated depreciation and amortization. Expenditures for maintenance and repairs are charged to expense as incurred, whereas major improvements that significantly extend the useful life of the assets are capitalized as additions to property and equipment. | |||
Property and equipment are depreciated or amortized using the straight-line method over the following estimated useful lives: | |||
Asset Classification | Estimated Useful Life In Years | ||
Machinery and equipment | 2 – 7 | ||
Computer equipment and software | 2 – 5 | ||
Furniture and fixtures | 7 – 10 | ||
Leasehold improvements | Shorter of useful life or term of lease | ||
Goodwill and Intangible Assets | ' | ||
Goodwill and Intangible Assets—The Company has intangible assets with indefinite and definite lives. Goodwill and the “M/A-COM” trade name are indefinite-lived assets and were acquired through business combinations. Neither the goodwill nor the “M/A-COM” trade name are subject to amortization; these are reviewed for impairment annually and more frequently if events or changes in circumstances indicate that the assets may be impaired. If impairment exists, a loss would be recorded to write down the value of the indefinite-lived assets to their implied fair values. There have been no impairments of intangible assets in any period presented through October 3, 2014. The Company’s other intangible assets, including acquired technology and customer relationships, are definite-lived assets and are subject to amortization. The Company amortizes definite-lived assets over their estimated useful lives, which range from five to ten years, based on the pattern over which the Company expects to receive the economic benefit from these assets. | |||
Impairment of Long-Lived Assets | ' | ||
Impairment of Long-Lived Assets—Long-lived assets include property and equipment and definite-lived intangible assets subject to amortization, which includes technology and customer relationships. The Company evaluates long-lived assets for recoverability when events or changes in circumstances indicate that their carrying amounts may not be recoverable. Circumstances which could trigger a review include, but are not limited to, significant decreases in the market price of the asset or asset group, significant adverse changes in the business climate or legal factors, the accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset, current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset and a current expectation that the asset will more likely than not, be sold or disposed of significantly before the end of its previously estimated useful life. | |||
In evaluating an asset for recoverability, the Company estimates the undiscounted cash flows expected to result from the Company’s use and eventual disposition of the asset. If the sum of the expected undiscounted cash flows is less than the carrying amount of the asset, an impairment loss, equal to the excess of the carrying amount over the fair value of the asset, is recognized. There was no impairment of long-lived assets in any period presented. Intangible assets related to in-process research and development acquired are not amortized until the underlying asset begins revenue generating activity, at which time it is amortized over its estimated useful life. Intangibles related to abandoned in-process research and development projects are expensed in the period the project is abandoned. | |||
Revenue Recognition | ' | ||
Revenue Recognition—The Company recognizes revenue when: (i) there is persuasive evidence that an arrangement exists; (ii) delivery has occurred or services have been rendered; (iii) the price is fixed or determinable; and (iv) collectability is reasonably assured. In circumstances with distribution customers where the Company is unable to conclude certain sales prices are fixed and determinable, the Company defers the recognition of revenue, and the related costs, under agreements providing for rights of return and price protection until such time as the Company’s products are sold by the distributors to their customers. In circumstances with distributor customers where returns are reasonably estimable and the sales price is fixed and determinable, the Company recognizes revenue with the transfer of title and risk of loss, and provide for reserves for returns and other allowances. The Company does not generally provide customers other than distributors the right to return product, with the exception of warranty related matters. Accordingly, the Company does not generally maintain a reserve for sales returns for such customers. 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. As of October 3, 2014 and September 27, 2013, $4.6 million and $3.1 million, respectively, of product costs pertaining to deferred revenue was included in inventories as finished goods in the accompanying consolidated balance sheets. | |||
Advertising Costs | ' | ||
Advertising Costs—Advertising costs, which are not material, are expensed as incurred. | |||
Research and Development Costs | ' | ||
Research and Development Costs—Costs incurred in the research and development of products are expensed as incurred. | |||
Income Taxes | ' | ||
Income Taxes—Deferred tax assets and liabilities are recognized based on temporary differences between the financial reporting and income tax bases of assets and liabilities, using rates anticipated to be in effect when such temporary differences reverse. A valuation allowance against net deferred tax assets is required if, based upon the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. | |||
The Company provides reserves for potential payments of tax to various tax authorities related to uncertain tax positions and other issues. Reserves are based on a determination of whether and how much of a tax benefit taken by the Company in its tax filings or positions is more likely than not to be realized following an examination by taxing authorities. The Company recognizes the financial statement benefit of an uncertain tax position only after considering the probability that a tax authority would sustain the position in an examination. For tax positions meeting a “more-likely-than-not” threshold, the amount recognized in the financial statements is the benefit expected to be realized upon settlement with the tax authority. For tax positions not meeting the threshold, no financial statement benefit is recognized. Potential interest and penalties associated with such uncertain tax positions are recorded as a component of income tax expense. | |||
Nitronex elected, for U.S. income tax purposes, to be taxed as a limited-liability company. As such, for the periods prior to its acquisition by MACOM, Nitronex’s federal and state income taxes are the responsibility of GaAs Labs and no provision for income taxes is recorded in the financial statements for such periods. | |||
Earnings Per Share | ' | ||
Earnings Per Share—Basic net income (loss) per share is computed by dividing net income (loss) attributable to common stockholders by the weighted-average number of common shares outstanding during the period, excluding the dilutive effect of common stock equivalents. Diluted net income (loss) per share reflects the dilutive effect of common stock equivalents, such as convertible preferred stock, stock options, warrants, and restricted stock units, using the treasury stock method. | |||
Asset Retirement Obligations | ' | ||
Asset Retirement Obligations—The Company recognizes the fair value of a liability for an asset retirement obligation in the period in which it is incurred when a reasonable estimate of fair value can be made. The fair value of the liability is added to the carrying amount of the associated asset and this additional carrying amount is amortized over the life of the asset. | |||
Changes in the fair value of a liability for an asset retirement obligation due to the passage of time are measured by applying an interest method of allocation. Under this method, changes in fair value due to the passage of time are recognized as an increase in the liability and expense in the same expense category for which the asset relates. Changes in fair value resulting from revisions to the timing or the amount of the original estimate of undiscounted cash flows are recognized as an increase, or a decrease in the carrying amounts of the liability and associated asset. | |||
Fair Value Measurements | ' | ||
Fair Value Measurements—Financial assets and liabilities are measured at fair value. Fair value is an exit price, representing the amount that would be received from the sale of an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the Company groups financial assets and liabilities in a three-tier fair value hierarchy, according to the inputs used in measuring fair value as follows: Level 1—observable inputs such as quoted prices in active markets for identical assets and liabilities; Level 2—inputs other than quoted prices in active markets that are observable either directly or indirectly, such as quoted prices in active markets for similar assets and liabilities, quoted prices for identical assets and liabilities in markets that are not active, and model-based valuation techniques for which significant assumptions are observable in active markets; and Level 3—unobservable inputs for which there is little or no market data, requiring the Company to develop its own assumptions for model-based valuation techniques. This hierarchy requires the Company to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value. | |||
The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities approximate fair value due to the short-term nature of these assets and liabilities. | |||
Contingent Consideration | ' | ||
Contingent Consideration—The Company estimates and records at the acquisition date, the fair value of contingent consideration making up part of the purchase price consideration for acquisitions. Additionally, at each reporting period, the Company estimates the change in the fair value of contingent consideration, and any change in fair value is recognized in the consolidated statements of operations. The Company estimates the fair value of contingent consideration by discounting the associated expected cash flows, using a probability-weighted, discounted cash flow model. The estimate of the fair value of contingent consideration requires subjective assumptions to be made regarding future operating results, discount rates, and probabilities assigned to various potential operating result scenarios. | |||
Share-Based Compensation | ' | ||
Share-Based Compensation—The Company accounts for all share-based compensation arrangements using the fair value method. The Company recognizes compensation expense over the requisite service period of the award, which is generally the vesting period, using the straight-line method and providing that the minimum amount of compensation recorded is equal to the vested portion of the award. The Company records the expense in the consolidated statements of operations in the same manner in which the award recipients’ costs are classified. The Company uses the Black-Scholes option-pricing model to estimate the fair value of stock options, inclusive of assumptions for risk-free interest rates, dividends, expected terms and estimated volatility. The Company records expense related to awards issued to non-employees over the related service period and periodically revalues the awards as they vest. The Company derives the risk-free interest rate assumption from the U.S. Treasury’s rates for U.S. Treasury zero-coupon bonds with maturities similar to the expected term of the award being valued. The Company based the assumed dividend yield on its expectation of not paying dividends in the foreseeable future. The Company calculated the weighted-average expected term of the options using the simplified method, which is a method of applying a formula that uses the vesting term and the contractual term to compute the expected term of a stock option. The decision to use the simplified method is based on a lack of relevant historical data, due to the Company’s limited operating experience. In addition, due to the Company’s limited historical data, the Company incorporates the historical volatility of comparable companies with publicly available share prices to determine estimated volatility. The accounting for stock options requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. | |||
Guarantees and Indemnification Obligations | ' | ||
Guarantees and Indemnification Obligations—The Company enters into agreements in the ordinary course of business with, among others, customers, distributors and original equipment manufacturers (OEMs). Most of these agreements require the Company to indemnify the other party against third-party claims alleging that a Company product infringes a patent and/or copyright. Certain agreements in which the Company grants limited licenses to specific Company trademarks require the Company to indemnify the other party against third-party claims alleging that the use of the licensed trademark infringes a third-party trademark. Certain of these agreements require the Company to indemnify the other party against certain claims relating to property damage, personal injury, or the acts or omissions of the Company, its employees, agents or representatives. In addition, from time to time, the Company has made certain guarantees in the form of warranties regarding the performance of Company products to customers. | |||
The Company has agreements with certain vendors, creditors, lessors, and service providers pursuant to which the Company has agreed to indemnify the other party for specified matters, such as acts and omissions of the Company, its employees, agents or representatives. | |||
The Company has procurement or licensed agreements with respect to technology that is used in its products and agreements in which the Company obtains rights to a product from an OEM. Under some of these agreements, the Company has agreed to indemnify the supplier for certain claims that may be brought against such party with respect to the Company’s acts or omissions relating to the supplied products or technologies. | |||
The Company’s certificate of incorporation and agreements with certain of its and its subsidiaries’ directors and officers provide them indemnification rights, to the extent legally permissible, against liabilities incurred by them in connection with legal actions in which they may become involved by reason of their service as a director or officer. As a matter of practice, the Company has maintained director and officer liability insurance coverage, including coverage for directors and officers of acquired companies. | |||
The Company has not experienced any losses related to these indemnification obligations in any period presented, and no claims with respect thereto were outstanding as of October 3, 2014. The Company does not expect significant claims related to these indemnification obligations and, consequently, has concluded that the fair value of these obligations is negligible. No liabilities related to indemnification liabilities have been established. | |||
Recent Accounting Pronouncements | ' | ||
Recent Accounting Pronouncements— 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 Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity, 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. ASU 2014-09 will be effective for the Company in our fiscal year beginning on October 4, 2014. | |||
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers. ASU 2014-09 requires revenue recognition to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2014-09 sets forth a new revenue recognition model that requires identifying the contract, identifying the performance obligations, determining the transaction price, allocating the transaction price to performance obligations and recognizing the revenue upon satisfaction of performance obligations. The amendments in the ASU can be applied either retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying the update recognized at the date of the initial application along with additional disclosures. The Company is currently evaluating the impact of ASU 2014-09, which is effective for the Company in our fiscal year beginning on September 30, 2017. | |||
Evaluation of Subsequent Events | ' | ||
Evaluation of Subsequent Events—Management has evaluated subsequent events involving the Company for potential recognition or disclosure in the accompanying audited consolidated financial statements through the date of the issuance of the consolidated financial statements. Subsequent events are events or transactions that occurred after the balance sheet date but before the accompanying consolidated financial statements are issued. See Note 26 to these Notes to Consolidated Financial Statements |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended | ||
Oct. 03, 2014 | |||
Accounting Policies [Abstract] | ' | ||
Schedule of Estimated Useful Life | ' | ||
Property and equipment are depreciated or amortized using the straight-line method over the following estimated useful lives: | |||
Asset Classification | Estimated Useful Life In Years | ||
Machinery and equipment | 2 – 7 | ||
Computer equipment and software | 2 – 5 | ||
Furniture and fixtures | 7 – 10 | ||
Leasehold improvements | Shorter of useful life or term of lease |
Acquisitions_and_Investments_T
Acquisitions and Investments (Tables) | 12 Months Ended | ||||||||||||
Oct. 03, 2014 | |||||||||||||
Schedule of Aggregate Purchase Price Allocated to Tangible and Identifiable Intangible Assets Acquired and Liabilities Assumed | ' | ||||||||||||
The changes in fair value of contingent consideration resulting from acquisitions are set forth below (in thousands): | |||||||||||||
Balance — September 30, 2011 | 25,502 | ||||||||||||
Payment — MACOM business acquisition | (15,000 | ) | |||||||||||
Change in fair value | (3,922 | ) | |||||||||||
Balance — September 28, 2012 | 6,580 | ||||||||||||
Payment — MACOM business acquisition | (6,003 | ) | |||||||||||
Change in fair value | (577 | ) | |||||||||||
Balance — September 27, 2013 | — | ||||||||||||
Acquisition of Photonic Controls | 820 | ||||||||||||
Balance — October 3, 2014 | $ | 820 | |||||||||||
Summary of Revenue and Earnings | ' | ||||||||||||
The following is a summary of Mindspeed revenue and earnings included in MACOM’s accompanying consolidated statements of operations for fiscal year 2014 (in thousands): | |||||||||||||
Revenue | 94,613 | ||||||||||||
Loss from continuing operations before income taxes | (9,266 | ) | |||||||||||
Summary of Unaudited 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. | |||||||||||||
Fiscal Years | |||||||||||||
2014 | 2013 | ||||||||||||
(in thousands) | |||||||||||||
Revenue | $ | 438,118 | $ | 460,730 | |||||||||
Income (loss) from continuing operations before income taxes | (13,409 | ) | 11,443 | ||||||||||
Nitronex LLC [Member] | ' | ||||||||||||
Schedule of Aggregate Purchase Price Allocated to Tangible and Identifiable Intangible Assets Acquired and Liabilities Assumed | ' | ||||||||||||
The aggregate purchase price was allocated to the tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values at the date of acquisition as follows (in thousands): | |||||||||||||
Current assets | $ | 1,184 | |||||||||||
Other assets | 980 | ||||||||||||
Intangible assets | 8,350 | ||||||||||||
Total assets acquired | 10,514 | ||||||||||||
Current liabilities | 4,219 | ||||||||||||
Debt | 6,532 | ||||||||||||
Other liabilities | 457 | ||||||||||||
Total liabilities assumed | 11,208 | ||||||||||||
Net assets acquired | (694 | ) | |||||||||||
Consideration: | |||||||||||||
Previously advanced notes payable | 2,066 | ||||||||||||
Goodwill | $ | 2,760 | |||||||||||
Components of Acquired Intangible Assets on a Preliminary Basis | ' | ||||||||||||
The components of the acquired intangible assets were as follows (in thousands): | |||||||||||||
Amount | Useful Lives | ||||||||||||
(Years) | |||||||||||||
Technology | $ | 7,600 | 7 | ||||||||||
Customer relationships | 750 | 10 | |||||||||||
$ | 8,350 | ||||||||||||
Mindspeed Acquisition [Member] | ' | ||||||||||||
Schedule of Aggregate Purchase Price Allocated to Tangible and Identifiable Intangible Assets Acquired and Liabilities Assumed | ' | ||||||||||||
The preliminary allocation of purchase price as of October 3, 2014, is as follows: | |||||||||||||
Original | Allocation | October 3, 2014 | |||||||||||
Allocation | Adjustments | Adjusted Allocation | |||||||||||
Assets acquired: | |||||||||||||
Current assets | $ | 53,302 | $ | (2,690 | ) | $ | 50,612 | ||||||
Intangible assets | 146,690 | (8,027 | ) | 138,663 | |||||||||
Deferred income taxes | 66,101 | 26,780 | 92,881 | ||||||||||
Other assets | 33,297 | (1,509 | ) | 31,788 | |||||||||
Total assets acquired | 299,390 | 14,554 | 313,944 | ||||||||||
Liabilities assumed: | |||||||||||||
Current liabilities | 31,159 | 4,111 | 35,270 | ||||||||||
Debt | 39,824 | 353 | 40,177 | ||||||||||
Other long-term liabilities | 5,595 | 270 | 5,865 | ||||||||||
Total liabilities assumed | 76,578 | 4,734 | 81,312 | ||||||||||
Net assets acquired | 222,812 | 9,820 | 232,632 | ||||||||||
Consideration: | |||||||||||||
Cash paid upon closing, net of cash acquired | $ | 232,028 | — | $ | 232,028 | ||||||||
Fair value of vested awards assumed in acquisition | 1,491 | (706 | ) | 785 | |||||||||
Total consideration | 233,519 | (706 | ) | 232,813 | |||||||||
Goodwill | 10,707 | (10,526 | ) | 181 | |||||||||
Components of Acquired Intangible Assets on a Preliminary Basis | ' | ||||||||||||
The components of the acquired intangible assets were as follows (in thousands): | |||||||||||||
Amount | Useful Lives | ||||||||||||
(Years) | |||||||||||||
Developed technology | $ | 109,263 | 7 | ||||||||||
Customer relationships | 11,430 | 10 | |||||||||||
In-process research and development | 17,970 | N/A | |||||||||||
$ | 138,663 | ||||||||||||
Fair_Value_Tables
Fair Value (Tables) | 12 Months Ended | ||||||||||||||||||||||||
Oct. 03, 2014 | |||||||||||||||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||||||||||||||
Assets and Liabilities Measured at Fair Value on Recurring Basis | ' | ||||||||||||||||||||||||
Assets and liabilities measured at fair value on a recurring basis consist of the following (in thousands): | |||||||||||||||||||||||||
October 3, 2014 | |||||||||||||||||||||||||
Fair Value | Active Markets for | Observable | Unobservable | ||||||||||||||||||||||
Identical | Inputs (Level 2) | Inputs (Level 3) | |||||||||||||||||||||||
Assets (Level 1) | |||||||||||||||||||||||||
Assets | |||||||||||||||||||||||||
Trading securities | $ | 250 | $ | — | $ | — | $ | 250 | |||||||||||||||||
Total assets measured at fair value | $ | 250 | $ | — | $ | — | $ | 250 | |||||||||||||||||
Liabilities | |||||||||||||||||||||||||
Contingent consideration | $ | 820 | $ | — | $ | — | $ | 820 | |||||||||||||||||
Common stock warrant liability | $ | 15,801 | — | — | $ | 15,801 | |||||||||||||||||||
Total liabilities measured at fair value | $ | 16,621 | $ | — | $ | — | $ | 16,621 | |||||||||||||||||
September 27, 2013 | |||||||||||||||||||||||||
Fair Value | Active Markets for | Observable | Unobservable | ||||||||||||||||||||||
Identical | Inputs (Level 2) | Inputs (Level 3) | |||||||||||||||||||||||
Assets (Level 1) | |||||||||||||||||||||||||
Liabilities | |||||||||||||||||||||||||
Warrant liability | $ | 11,873 | $ | — | $ | — | $ | 11,873 | |||||||||||||||||
Total liabilities measured at fair value | $ | 11,873 | $ | — | $ | — | $ | 11,873 | |||||||||||||||||
Changes in Assets and Liabilities with Inputs Classified within Level 3 of Fair Value | ' | ||||||||||||||||||||||||
The changes in assets and liabilities with inputs classified within Level 3 of the fair value hierarchy consist of the following (in thousands): | |||||||||||||||||||||||||
Fiscal Year 2014 | |||||||||||||||||||||||||
September 27, | Net | Purchases | Sales and | Transfers in | October 3, | ||||||||||||||||||||
2013 | Realized/Unrealized | and | Settlements | and/or (out) | 2014 | ||||||||||||||||||||
Losses (Gains) | Issuances | of Level 3 | |||||||||||||||||||||||
Included in | |||||||||||||||||||||||||
Earnings | |||||||||||||||||||||||||
Trading securities | $ | — | $ | — | $ | 250 | $ | — | $ | — | $ | 250 | |||||||||||||
Contingent consideration | $ | — | $ | — | $ | 820 | $ | — | $ | — | $ | 820 | |||||||||||||
Warrant liability | $ | 11,873 | $ | 3,928 | $ | — | $ | — | $ | — | $ | 15,801 | |||||||||||||
Fiscal Year 2013 | |||||||||||||||||||||||||
September 28, | Net | Purchases | Sales and | Transfers in | September 27, | ||||||||||||||||||||
2012 | Realized/Unrealized | and | Settlements | and/or (out) | 2013 | ||||||||||||||||||||
Losses (Gains) | Issuances | of Level 3 | |||||||||||||||||||||||
Included in | |||||||||||||||||||||||||
Earnings | |||||||||||||||||||||||||
Contingent consideration | $ | 6,580 | $ | (577 | ) | $ | — | $ | (6,003 | ) | $ | — | $ | — | |||||||||||
Warrant liability | $ | 7,561 | $ | 4,312 | $ | — | $ | — | $ | — | $ | 11,873 | |||||||||||||
Fiscal Year 2012 | |||||||||||||||||||||||||
September 30, | Net | Purchases | Sales and | Transfers in | September 28, | ||||||||||||||||||||
2011 | Realized/Unrealized | and | Settlements | and/or (out) | 2012 | ||||||||||||||||||||
Losses (Gains) | Issuances | of Level 3 | |||||||||||||||||||||||
Included in | |||||||||||||||||||||||||
Earnings | |||||||||||||||||||||||||
Contingent consideration | $ | 25,502 | $ | (3,922 | ) | $ | — | $ | (15,000 | ) | $ | — | $ | 6,580 | |||||||||||
Warrant liability | $ | 10,736 | $ | (3,175 | ) | $ | — | $ | — | $ | — | $ | 7,561 | ||||||||||||
Class B conversion liability | $ | 81,378 | $ | 44,119 | $ | — | $ | (125,497 | ) | $ | — | $ | — | ||||||||||||
Allowance_for_Doubtful_Account1
Allowance for Doubtful Accounts (Tables) | 12 Months Ended | ||||||||||||
Oct. 03, 2014 | |||||||||||||
Text Block [Abstract] | ' | ||||||||||||
Schedule of Allowance for Doubtful Accounts Related to Accounts Receivable | ' | ||||||||||||
The activity in the allowance for doubtful accounts related to accounts receivable is as follows (in thousands): | |||||||||||||
Fiscal Years | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Balance — beginning of year | $ | 195 | $ | 699 | $ | 657 | |||||||
Provision (recoveries), net | 70 | (443 | ) | 42 | |||||||||
Charge-offs | (39 | ) | (61 | ) | — | ||||||||
Balance — end of year | $ | 226 | $ | 195 | $ | 699 | |||||||
Inventories_Tables
Inventories (Tables) | 12 Months Ended | ||||||||
Oct. 03, 2014 | |||||||||
Inventory Disclosure [Abstract] | ' | ||||||||
Components of Inventories | ' | ||||||||
Inventories consist of the following (in thousands): | |||||||||
October 3, | September 27, | ||||||||
2014 | 2013 | ||||||||
Raw materials | $ | 34,919 | $ | 27,855 | |||||
Work-in-process | 5,500 | 6,021 | |||||||
Finished goods | 33,153 | 21,032 | |||||||
Total | $ | 73,572 | $ | 54,908 | |||||
Property_and_Equipment_Tables
Property and Equipment (Tables) | 12 Months Ended | ||||||||
Oct. 03, 2014 | |||||||||
Property, Plant and Equipment [Abstract] | ' | ||||||||
Components of Property and Equipment | ' | ||||||||
Property and equipment consists of the following (in thousands): | |||||||||
October 3, | September 27, | ||||||||
2014 | 2013 | ||||||||
Machinery and equipment | $ | 68,438 | $ | 48,050 | |||||
Leasehold improvements | 7,998 | 5,129 | |||||||
Furniture and fixtures | 1,017 | 782 | |||||||
Construction in process | 12,918 | 6,234 | |||||||
Computer equipment and software | 7,758 | 6,384 | |||||||
Total property and equipment | 98,129 | 66,579 | |||||||
Less accumulated depreciation and amortization | (47,772 | ) | (33,844 | ) | |||||
Property and equipment — net | $ | 50,357 | $ | 32,735 | |||||
Debt_Tables
Debt (Tables) | 12 Months Ended | ||||
Oct. 03, 2014 | |||||
Debt Disclosure [Abstract] | ' | ||||
Schedule of Remained Outstanding on Term Loans | ' | ||||
As of October 3, 2014, the following remained outstanding on the Term Loans: | |||||
Principal balance | $ | 349,125 | |||
Unamortized discount | (2,469 | ) | |||
346,656 | |||||
Current portion | 3,478 | ||||
Long-term, less current portion | $ | 343,178 | |||
Schedule of Minimum Principal Payments under Term Loans | ' | ||||
As of October 3, 2014, the minimum principal payments under the Term Loans in future fiscal years was as follows (in thousands): | |||||
2015 | $ | 3,478 | |||
2016 | 3,444 | ||||
2017 | 3,409 | ||||
2018 | 3,375 | ||||
2019 | 3,342 | ||||
Thereafter | 332,077 | ||||
Total | $ | 349,125 | |||
Accrued_Liabilities_Tables
Accrued Liabilities (Tables) | 12 Months Ended | ||||||||
Oct. 03, 2014 | |||||||||
Text Block [Abstract] | ' | ||||||||
Schedule of Accrued Liabilities | ' | ||||||||
Accrued liabilities consist of the following (in thousands): | |||||||||
October 3, | September 27, | ||||||||
2014 | 2013 | ||||||||
Compensation and benefits | $ | 19,540 | $ | 9,935 | |||||
Product warranty | 693 | 566 | |||||||
Professional fees | 1,528 | 1,905 | |||||||
Distribution costs | 1,757 | 672 | |||||||
Restructuring costs | 801 | 145 | |||||||
Interest payable | 2,447 | 131 | |||||||
Rent and utilities | 1,658 | 546 | |||||||
Other | 5,824 | 3,021 | |||||||
Total | $ | 34,248 | $ | 16,921 | |||||
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 12 Months Ended | ||||||||||||
Oct. 03, 2014 | |||||||||||||
Commitments and Contingencies Disclosure [Abstract] | ' | ||||||||||||
Schedule of Future Minimum Lease Payments for Operating Leases | ' | ||||||||||||
Future minimum lease payments for the next five fiscal years as of October 3, 2014, are as follows (in thousands): | |||||||||||||
2015 | $ | 7,388 | |||||||||||
2016 | 6,909 | ||||||||||||
2017 | 6,383 | ||||||||||||
2018 | 5,362 | ||||||||||||
2019 | 5,064 | ||||||||||||
Thereafter | 5,097 | ||||||||||||
Total minimum lease payments | $ | 36,203 | |||||||||||
Schedule of Changes in Fair Value of Asset Retirement Obligations | ' | ||||||||||||
A summary of the changes in the estimated fair values of the asset retirement obligations is as follows (in thousands): | |||||||||||||
Fiscal Years | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Balance — beginning of year | $ | 994 | $ | 1,074 | $ | 913 | |||||||
Assumed on acquisition | 900 | — | — | ||||||||||
Payments | (442 | ) | (1,403 | ) | (41 | ) | |||||||
Accretion expense and settlements | 223 | 1,323 | 202 | ||||||||||
Balance — end of year | $ | 1,675 | $ | 994 | $ | 1,074 | |||||||
Restructurings_Tables
Restructurings (Tables) | 12 Months Ended | ||||
Oct. 03, 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 30, 2011 | $ | 522 | |||
Current period charges | 1,862 | ||||
Payments | (2,056 | ) | |||
Balance — September 28, 2012 | 328 | ||||
Current period charges | 1,060 | ||||
Payments | (1,243 | ) | |||
Balance — September 27, 2013 | 145 | ||||
Current period charges | 14,823 | ||||
Payments | (14,167 | ) | |||
Balance — October 3, 2014 | $ | 801 | |||
Product_Warranties_Tables
Product Warranties (Tables) | 12 Months Ended | ||||||||||||
Oct. 03, 2014 | |||||||||||||
Guarantees [Abstract] | ' | ||||||||||||
Schedule of Product Warranty Liability Activity | ' | ||||||||||||
Product warranty liability activity is as follows (in thousands): | |||||||||||||
Fiscal Years | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Balance — beginning of year | $ | 566 | $ | 910 | $ | 1,885 | |||||||
Assumed on acquisition | 202 | — | 44 | ||||||||||
Provisions | 201 | 1,083 | 399 | ||||||||||
Direct charges | (276 | ) | (1,427 | ) | (1,418 | ) | |||||||
Balance — end of year | $ | 693 | $ | 566 | $ | 910 | |||||||
Intangible_Assets_Tables
Intangible Assets (Tables) | 12 Months Ended | ||||||||||||||||||||||||
Oct. 03, 2014 | |||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ||||||||||||||||||||||||
Summary of Amortization Expense of Intangible Assets | ' | ||||||||||||||||||||||||
Amortization expense related to amortized intangible assets is as follows (in thousands): | |||||||||||||||||||||||||
Fiscal Years | |||||||||||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||||||||||
Cost of revenue | $ | 18,787 | $ | 2,986 | $ | 2,259 | |||||||||||||||||||
Selling, general and administrative | 1,806 | 1,335 | 1,336 | ||||||||||||||||||||||
Total | $ | 20,593 | $ | 4,321 | $ | 3,595 | |||||||||||||||||||
Summary of Intangible Assets | ' | ||||||||||||||||||||||||
Intangible assets consist of the following (in thousands): | |||||||||||||||||||||||||
October 3, | September 27, | ||||||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||||||
Acquired technology | $ | 131,953 | $ | 23,637 | |||||||||||||||||||||
Customer relationships | 24,670 | 13,150 | |||||||||||||||||||||||
In-process research and development | 17,970 | — | |||||||||||||||||||||||
Trade name | 3,400 | 3,400 | |||||||||||||||||||||||
Total | 177,993 | 40,187 | |||||||||||||||||||||||
Less accumulated amortization | (35,360 | ) | (15,389 | ) | |||||||||||||||||||||
Intangible assets — net | $ | 142,633 | $ | 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 28, 2012 | $ | 44,654 | $ | 21,354 | $ | 13,150 | $ | — | $ | 3,400 | $ | 6,750 | |||||||||||||
Net intangibles acquired | — | — | — | — | — | — | |||||||||||||||||||
Other intangibles purchased | 2,283 | 2,283 | — | — | — | — | |||||||||||||||||||
Balance at September 27, 2013 | 46,937 | 23,637 | 13,150 | — | 3,400 | 6,750 | |||||||||||||||||||
Net intangibles acquired | 137,405 | 103,881 | 11,520 | 17,970 | — | 4,034 | |||||||||||||||||||
Other intangibles purchased | 4,435 | 4,435 | — | — | — | — | |||||||||||||||||||
Balance at October 3, 2014 | $ | 188,777 | $ | 131,953 | $ | 24,670 | $ | 17,970 | $ | 3,400 | $ | 10,784 | |||||||||||||
Summary of Estimated Amortization of Intangible Assets in Future Fiscal Years | ' | ||||||||||||||||||||||||
As of October 3, 2014, estimated amortization of the intangible assets in future fiscal years, was as follows (in thousands): | |||||||||||||||||||||||||
2015 | $ | 22,920 | |||||||||||||||||||||||
2016 | 20,825 | ||||||||||||||||||||||||
2017 | 19,942 | ||||||||||||||||||||||||
2018 | 17,055 | ||||||||||||||||||||||||
2019 | 14,006 | ||||||||||||||||||||||||
Thereafter | 26,515 | ||||||||||||||||||||||||
Total | $ | 121,263 | |||||||||||||||||||||||
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||||||
Oct. 03, 2014 | |||||||||||||
Income Tax Disclosure [Abstract] | ' | ||||||||||||
Components of Deferred Tax Assets and Liabilities | ' | ||||||||||||
The components of the Company’s deferred tax assets and liabilities are as follows (in thousands): | |||||||||||||
October 3, | September 27, | ||||||||||||
2014 | 2013 | ||||||||||||
Current deferred tax assets: | |||||||||||||
Accrued liabilities | $ | 9,830 | $ | 4,361 | |||||||||
Inventory | 8,088 | 3,466 | |||||||||||
Deferred revenue | 4,451 | 2,251 | |||||||||||
Accounts receivable | 142 | 59 | |||||||||||
Federal net operating loss | 15,452 | 267 | |||||||||||
Other current deferred tax assets | 46 | — | |||||||||||
Valuation allowance | (2,052 | ) | — | ||||||||||
Current net deferred tax assets | $ | 35,957 | $ | 10,404 | |||||||||
Non-current deferred tax assets (liabilities): | |||||||||||||
Federal and foreign net operating losses and credits | $ | 128,035 | $ | 4,718 | |||||||||
Intangible assets | (33,158 | ) | (2,554 | ) | |||||||||
Property and equipment | (3,072 | ) | (2,889 | ) | |||||||||
Other non-current deferred tax assets | 272 | — | |||||||||||
Valuation allowance | (7,448 | ) | (856 | ) | |||||||||
Non-current net deferred tax assets (liabilities) | 84,629 | (1,581 | ) | ||||||||||
Total deferred tax asset | $ | 120,586 | $ | 8,823 | |||||||||
Summary of Domestic and Foreign Income (Loss) from Continuing Operations Before Taxes | ' | ||||||||||||
The domestic and foreign income (loss) from continuing operations before taxes were as follows (in thousands): | |||||||||||||
Fiscal Years | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
United States | $ | (38,708 | ) | $ | 13,052 | $ | 7,443 | ||||||
Foreign | 19,936 | 14,279 | 4,846 | ||||||||||
Income (loss) from operations before income taxes | $ | (18,772 | ) | $ | 27,331 | $ | 12,289 | ||||||
Components of Provision for Income Taxes | ' | ||||||||||||
The components of the provision for income taxes are as follows (in thousands): | |||||||||||||
Fiscal Years | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Current: | |||||||||||||
Federal | $ | 712 | $ | 11,287 | $ | 10,487 | |||||||
State | (419 | ) | 1,512 | 2,141 | |||||||||
Foreign | 2,181 | 986 | 1,340 | ||||||||||
Current provision | 2,474 | 13,785 | 13,968 | ||||||||||
Deferred: | |||||||||||||
Federal | (8,968 | ) | (3,326 | ) | 2,569 | ||||||||
State | (313 | ) | (1,146 | ) | 258 | ||||||||
Foreign | (725 | ) | (273 | ) | (1,387 | ) | |||||||
Change in valuation allowance | (522 | ) | 95 | 545 | |||||||||
Deferred provision (benefit) | (10,528 | ) | (4,650 | ) | 1,985 | ||||||||
Total provision | $ | (8,054 | ) | $ | 9,135 | $ | 15,953 | ||||||
Reconciliation of Effective Tax Rates | ' | ||||||||||||
The Company’s effective tax rates differ from the federal and statutory rate as follows: | |||||||||||||
Fiscal Years | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Federal statutory rate | 35 | % | 35 | % | 35 | % | |||||||
Nitronex losses | (5.7 | ) | 8.3 | 23 | |||||||||
Foreign rate differential | 24.3 | (9.5 | ) | (28.4 | ) | ||||||||
State taxes net of federal benefit | 2.4 | 2.1 | 10.1 | ||||||||||
Change in tax status | — | — | (9.3 | ) | |||||||||
Class B Conversion and warrant liabilities | (7.3 | ) | 4.1 | 95.9 | |||||||||
Change in valuation allowance | (0.6 | ) | 0.3 | 3.7 | |||||||||
Research and development credits | 4.1 | (8.0 | ) | (3.7 | ) | ||||||||
Nondeductible compensation expense | (3.4 | ) | — | — | |||||||||
Nondeductible legal fees | (4.1 | ) | 0.6 | 1.7 | |||||||||
Other permanent differences | (1.8 | ) | 0.5 | 1.8 | |||||||||
Effective income tax rate | 42.9 | % | 33.4 | % | 129.8 | % | |||||||
Activity Related to Unrecognized Tax Benefits | ' | ||||||||||||
Activity related to unrecognized tax benefits is as follows (in thousands): | |||||||||||||
Balance - September 30, 2011 | $ | 437 | |||||||||||
Additions based on tax positions | 597 | ||||||||||||
Reductions based on tax positions | (437 | ) | |||||||||||
Balance - September 28, 2012 | 597 | ||||||||||||
Reductions based on tax positions | (597 | ) | |||||||||||
Balance - September 27, 2013 | — | ||||||||||||
Additions based on tax positions | 1,670 | ||||||||||||
Reductions based on tax positions | — | ||||||||||||
Balance - October 3, 2014 | $ | 1,670 | |||||||||||
Summary of Fiscal Tax Years Examination by Jurisdictions | ' | ||||||||||||
A summary of the fiscal tax years that remain subject to examination, as of October 3, 2014, for the Company’s significant tax jurisdictions are: | |||||||||||||
Jurisdiction | Tax Years | ||||||||||||
Subject to Examination | |||||||||||||
United States — federal | 2013 — forward | ||||||||||||
United States — various states | 2011 — forward | ||||||||||||
Ireland | 2011 — forward |
ShareBased_Compensation_Plans_
Share-Based Compensation Plans (Tables) | 12 Months Ended | ||||||||||||||||
Oct. 03, 2014 | |||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | ||||||||||||||||
Effects of Stock-Based Compensation Expense Related to Stock-Based Awards to Employees and Nonemployees | ' | ||||||||||||||||
The following table presents the effects of stock-based compensation expense related to stock-based awards to employees and non-employees in the Company’s consolidated statements of operations during the periods presented (in thousands): | |||||||||||||||||
Fiscal Years | |||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||
Cost of revenue | $ | 1,771 | $ | 1,068 | $ | 704 | |||||||||||
Research and development | 2,818 | 1,739 | 967 | ||||||||||||||
Selling, general and administrative | 6,688 | 3,649 | 1,989 | ||||||||||||||
Total | $ | 11,277 | $ | 6,456 | $ | 3,660 | |||||||||||
Summary of Stock Option Activity | ' | ||||||||||||||||
A summary of stock option activity for fiscal year 2014 is as follows (in thousands, except per share amounts): | |||||||||||||||||
Number of Shares | Weighted-Average | Weighted- | Aggregate | ||||||||||||||
Exercise Price per | Average | Intrinsic Value | |||||||||||||||
Share | Remaining | ||||||||||||||||
Contractual Term | |||||||||||||||||
(in Years) | |||||||||||||||||
Options outstanding — September 27, 2013 | 841 | $ | 1.6 | 6.2 | $ | 13,131 | |||||||||||
Assumed in Mindspeed Acquisition | 439 | 24.5 | |||||||||||||||
Granted | 405 | 17.5 | |||||||||||||||
Exercised | (515 | ) | 4.31 | ||||||||||||||
Forfeited, canceled or expired | (222 | ) | 26.62 | ||||||||||||||
Options outstanding — October 3, 2014 | 948 | $ | 11.73 | 6.6 | $ | 10,015 | |||||||||||
Options vested and expected to vest — October 3, 2014 | 857 | $ | 11.11 | 6.3 | $ | 9,640 | |||||||||||
Options exercisable — October 3, 2014 | 562 | $ | 7.86 | 4.7 | $ | 8,348 | |||||||||||
Weighted Average Assumptions used for Calculating Fair Value of Stock Options Granted | ' | ||||||||||||||||
The weighted-average assumptions used for calculating the fair value of stock options granted during fiscal year 2014, is as follows: | |||||||||||||||||
Risk-free interest rate | 2.71 | ||||||||||||||||
Expected term (years) | 10 | ||||||||||||||||
Expected volatility | 42.6 | % | |||||||||||||||
Expected dividends | — | ||||||||||||||||
Summary of Restricted Stock and Restricted Stock Units Activity | ' | ||||||||||||||||
A summary of restricted stock awards and units activity for fiscal year 2014 is as follows (in thousands): | |||||||||||||||||
Number of | Weighted-Average | Aggregate | |||||||||||||||
Shares | Remaining | Intrinsic Value | |||||||||||||||
Contractual Term | |||||||||||||||||
in Years | |||||||||||||||||
Issued and unvested — September 27, 2013 | 1,129 | 2.3 | $ | 18,148 | |||||||||||||
Assumed in Mindspeed Acquisition | 285 | ||||||||||||||||
Granted | 1,049 | ||||||||||||||||
Vested | (536 | ) | |||||||||||||||
Forfeited, canceled or expired | (207 | ) | |||||||||||||||
Issued and unvested shares — October 3, 2014 | 1,720 | 2.6 | $ | 37,203 | |||||||||||||
Shares expected to vest | 1,521 | 2.6 | $ | 32,908 | |||||||||||||
Preferred_Stock_Tables
Preferred Stock (Tables) | 12 Months Ended | ||||||||
Oct. 03, 2014 | |||||||||
Equity [Abstract] | ' | ||||||||
Summary of Allocation of Proceeds to and Changes in Carrying Value of Class B | ' | ||||||||
A summary of the allocation of proceeds to and changes in the carrying value of the Class B follows (in thousands): | |||||||||
Shares | Amount | ||||||||
Balance — September 30, 2011 | $ | — | |||||||
Issuance of Class B redeemable convertible preferred stock, net of allocation of proceeds | 34,170 | 75,618 | |||||||
Accretion | 2,616 | ||||||||
Reclassification upon conversion of Class B to common stock | (78,234 | ) | |||||||
Balance — September 28, 2012 | $ | — | |||||||
Summary of Changes in Carrying Value of Class B Conversion Liability | ' | ||||||||
The following is a summary of the changes in the carrying value of the Class B conversion liability (in thousands): | |||||||||
Balance — September 30, 2011 | $ | 81,378 | |||||||
Change in estimated fair value | 44,119 | ||||||||
Payment of Class B preference | (60,000 | ) | |||||||
Reclassification upon conversion of Class B to common stock | (65,497 | ) | |||||||
Balance — September 28, 2012 | $ | — | |||||||
Stockholders_Equity_Tables
Stockholders' Equity (Tables) | 12 Months Ended | ||||
Oct. 03, 2014 | |||||
Equity [Abstract] | ' | ||||
Summary of Activity of Warrant Liability | ' | ||||
The following is a summary of the activity of the warrant liability (in thousands): | |||||
Balance — September 28, 2012 | $ | 7,561 | |||
Change in estimated fair value | 4,312 | ||||
Balance — September 27, 2013 | 11,873 | ||||
Change in estimated fair value | 3,928 | ||||
Balance — October 3, 2014 | $ | 15,801 | |||
Divestitures_Tables
Divestitures (Tables) | 12 Months Ended | ||||
Oct. 03, 2014 | |||||
Text Block [Abstract] | ' | ||||
Summary of Operating Results Through Dates of Divestiture Related to Divested Businesses | ' | ||||
The accompanying consolidated statement of operations for fiscal 2014 includes the following operating results related to the divested business (in thousands): | |||||
Revenue | $ | 2,440 | |||
Loss before income taxes | (7,381 | ) | |||
Benefit for income taxes | 2,776 | ||||
Loss from discontinued operations | $ | (4,605 | ) |
Earnings_Per_Share_Tables
Earnings Per Share (Tables) | 12 Months Ended | ||||||||||||
Oct. 03, 2014 | |||||||||||||
Earnings Per Share [Abstract] | ' | ||||||||||||
Computation for Basic and Diluted Net Income (Loss) Per Share of Common Stock | ' | ||||||||||||
The following table set forth the computation for basic and diluted net income (loss) per share of common stock (in thousands, except per share data): | |||||||||||||
Fiscal Years | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Numerator: | |||||||||||||
Income (loss) from continuing operations | $ | (10,718 | ) | $ | 18,196 | $ | (3,664 | ) | |||||
Loss from discontinued operations | (4,605 | ) | — | — | |||||||||
Net income (loss) | (15,323 | ) | 18,196 | (3,664 | ) | ||||||||
Accretion to redemption value of redeemable convertible preferred stock | — | — | (2,616 | ) | |||||||||
Net income (loss) attributable to common stockholders | $ | (15,323 | ) | $ | 18,196 | $ | (6,280 | ) | |||||
Denominator: | |||||||||||||
Weighted average common shares outstanding-basic | 47,009 | 45,916 | 24,758 | ||||||||||
Dilutive effect of options and warrants | — | 1,221 | — | ||||||||||
Weighted average common shares outstanding-diluted | 47,009 | 47,137 | 24,758 | ||||||||||
Common stock earnings per share-basic: | |||||||||||||
Continuing operations | $ | (0.23 | ) | 0.4 | $ | (0.25 | ) | ||||||
Discontinued operations | (0.10 | ) | — | — | |||||||||
Net common stock earnings per share-basic | $ | (0.33 | ) | $ | 0.4 | $ | (0.25 | ) | |||||
Common stock earnings per share-diluted: | |||||||||||||
Continuing operations | $ | (0.23 | ) | 0.39 | $ | (0.25 | ) | ||||||
Discontinued operations | (0.10 | ) | — | — | |||||||||
Net common stock earnings per share-diluted | $ | (0.33 | ) | $ | 0.39 | $ | (0.25 | ) | |||||
Common Equivalent Shares Excluded from Calculation from Net Income Per Share | ' | ||||||||||||
The following common equivalent shares were excluded from the calculation from net income per share as their inclusion would have been antidilutive (in thousands): | |||||||||||||
Fiscal Years | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Stock options and restricted stock | 1,079 | — | 1,821 | ||||||||||
Convertible preferred stock | — | — | 17,733 | ||||||||||
Warrants | 329 | — | 141 | ||||||||||
Total common stock equivalent shares excluded | 1,408 | — | 19,695 | ||||||||||
Accumulated_Other_Comprehensiv1
Accumulated Other Comprehensive Income (Tables) | 12 Months Ended | ||||||||||||
Oct. 03, 2014 | |||||||||||||
Text Block [Abstract] | ' | ||||||||||||
Summary of Accumulated Other Comprehensive Income, Net of Income Taxes | ' | ||||||||||||
The components of accumulated other comprehensive income, net of income taxes, are as follows (in thousands): | |||||||||||||
Foreign currency | Pension items | Total | |||||||||||
items | |||||||||||||
Accumulated other comprehensive income at September 27, 2013 | (167 | ) | — | (167 | ) | ||||||||
Foreign currency translation adjustment | (1,050 | ) | — | (1,050 | ) | ||||||||
Pension adjustment, net of tax | — | (90 | ) | (90 | ) | ||||||||
Accumulated other comprehensive income at October 3, 2014 | (1,217 | ) | (90 | ) | (1,307 | ) | |||||||
Geographic_and_Significant_Cus1
Geographic and Significant Customer Information (Tables) | 12 Months Ended | ||||||||||||
Oct. 03, 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): | |||||||||||||
Fiscal Years | |||||||||||||
Revenue by Geographic Region | 2014 | 2013 | 2012 | ||||||||||
United States | $ | 213,180 | $ | 189,708 | $ | 160,453 | |||||||
International (1) | 205,482 | 133,363 | 142,883 | ||||||||||
Total | $ | 418,662 | $ | 323,071 | $ | 303,336 | |||||||
As Of | |||||||||||||
Long-Lived Assets by Geographic Region | October 3, | September 27, | |||||||||||
2014 | 2013 | ||||||||||||
United States | $ | 42,031 | $ | 26,226 | |||||||||
International (2) | 8,326 | 6,509 | |||||||||||
Total | $ | 50,357 | $ | 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, which accounted for 11%. | ||||||||||||
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: | |||||||||||||
Fiscal Years | |||||||||||||
Revenue | 2014 | 2013 | 2012 | ||||||||||
Customer A | 19 | % | 25 | % | 16 | % | |||||||
Customer B | 15 | % | 16 | % | 18 | % | |||||||
Accounts Receivable | October 3, | September 27, | |||||||||||
2014 | 2013 | ||||||||||||
Customer A | 16 | % | 21 | % | |||||||||
Customer B | 16 | % | 18 | % |
Quarterly_Financial_Data_Unaud1
Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended | ||||||||||||||||||||
Oct. 03, 2014 | |||||||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | ' | ||||||||||||||||||||
Schedule of Quarterly Financial Data | ' | ||||||||||||||||||||
(In thousands, except per share data) | |||||||||||||||||||||
First | Second | Third | Fourth | Fiscal | |||||||||||||||||
Quarter | Quarter | Quarter | Quarter | Year | |||||||||||||||||
Fiscal Year 2014 | |||||||||||||||||||||
Revenue | $ | 84,154 | $ | 107,827 | $ | 112,364 | $ | 114,317 | $ | 418,662 | |||||||||||
Gross profit | 35,722 | 26,863 | 50,214 | 56,189 | 168,988 | ||||||||||||||||
Net income (loss) | (8,921 | ) | (22,122 | ) | 1,183 | 14,537 | (15,323 | ) | |||||||||||||
Per share data (2) | |||||||||||||||||||||
Net income (loss), basic | $ | (0.19 | ) | $ | (0.47 | ) | $ | 0.03 | $ | 0.31 | $ | (0.33 | ) | ||||||||
Net income (loss), diluted | $ | (0.19 | ) | $ | (0.47 | ) | $ | 0.02 | $ | 0.3 | $ | (0.33 | ) | ||||||||
Fiscal Year 2013 | |||||||||||||||||||||
Revenue | $ | 76,076 | $ | 78,843 | $ | 83,477 | $ | 84,675 | $ | 323,071 | |||||||||||
Gross profit | 31,486 | 32,833 | 35,504 | 36,590 | 136,413 | ||||||||||||||||
Net income (loss) (1) | 4,056 | 5,420 | 6,980 | 1,740 | 18,196 | ||||||||||||||||
Per share data (2) | |||||||||||||||||||||
Net income (loss), basic | $ | 0.09 | $ | 0.12 | $ | 0.15 | $ | 0.04 | $ | 0.4 | |||||||||||
Net income (loss), diluted | $ | 0.09 | $ | 0.11 | $ | 0.15 | $ | 0.04 | $ | 0.39 | |||||||||||
-1 | The fourth quarter of fiscal year 2013 includes a litigation settlement of $7.3 million. | ||||||||||||||||||||
-2 | Earnings per share calculations for each of the quarters are based on the weighted average number of shares outstanding and included common stock equivalents in each period. Therefore, the sums of the quarters do not necessarily equal the full year earnings per share. |
Nature_of_Business_and_Basis_o1
Nature of Business and Basis of Presentation - Additional Information (Detail) (USD $) | 12 Months Ended | 3 Months Ended | 12 Months Ended | |||||
Oct. 03, 2014 | Sep. 27, 2013 | Sep. 28, 2012 | Oct. 03, 2014 | Jun. 25, 2012 | Oct. 03, 2014 | Oct. 03, 2014 | Dec. 18, 2013 | |
Nitronex LLC [Member] | Nitronex LLC [Member] | Mindspeed Acquisition [Member] | Mindspeed Acquisition [Member] | Mindspeed Acquisition [Member] | ||||
Description Of Business And Basis Of Presentation [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Reporting period description | 'The fiscal years presented in the accompanying consolidated financial statements were 53 weeks in length for fiscal year ended October 3, 2014 | '52 weeks in length for fiscal years September 27, 2013 and September 28, 2012 | '52 weeks in length for fiscal years September 27, 2013 and September 28, 2012 | ' | ' | ' | ' | ' |
Number of weeks in period | '53 weeks | '52 weeks | '52 weeks | ' | ' | ' | ' | ' |
Date of acquisition | ' | ' | ' | 13-Feb-14 | ' | ' | 18-Dec-13 | ' |
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 | $260,875,000 | ' | ' | ' | ' | $232,028,000 | $232,028,000 | ' |
Liabilities and incurred costs | ' | ' | ' | ' | 11,208,000 | 81,312,000 | 81,312,000 | ' |
Business combination acquisition related costs | ' | ' | ' | ' | ' | ' | $4,500,000 | ' |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies - Schedule of Estimated Useful Life (Detail) | 12 Months Ended |
Oct. 03, 2014 | |
Leasehold Improvements [Member] | ' |
Accounting Policies [Line Items] | ' |
Property plant and equipment, Estimated Useful Life | 'Shorter of useful life or term of lease |
Minimum [Member] | Machinery and Equipment [Member] | ' |
Accounting Policies [Line Items] | ' |
Property plant and equipment, Estimated Useful Life | '2 years |
Minimum [Member] | Computer Equipment and Software [Member] | ' |
Accounting Policies [Line Items] | ' |
Property plant and equipment, Estimated Useful Life | '2 years |
Minimum [Member] | Furniture and Fixtures [Member] | ' |
Accounting Policies [Line Items] | ' |
Property plant and equipment, Estimated Useful Life | '7 years |
Maximum [Member] | Machinery and Equipment [Member] | ' |
Accounting Policies [Line Items] | ' |
Property plant and equipment, Estimated Useful Life | '7 years |
Maximum [Member] | Computer Equipment and Software [Member] | ' |
Accounting Policies [Line Items] | ' |
Property plant and equipment, Estimated Useful Life | '5 years |
Maximum [Member] | Furniture and Fixtures [Member] | ' |
Accounting Policies [Line Items] | ' |
Property plant and equipment, Estimated Useful Life | '10 years |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies - Additional Information (Detail) (USD $) | Oct. 03, 2014 | Sep. 27, 2013 | Oct. 03, 2014 | Oct. 03, 2014 |
In Millions, unless otherwise specified | Minimum [Member] | Maximum [Member] | ||
Accounting Policies [Line Items] | ' | ' | ' | ' |
Definite-lived intangible asset useful life | ' | ' | '5 years | '10 years |
Product cost pertaining to deferred revenue | $4.60 | $3.10 | ' | ' |
Acquisitions_and_Investments_A
Acquisitions and Investments - Additional Information (Detail) (USD $) | 0 Months Ended | 3 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | |||||||||||||||
Jun. 30, 2012 | Oct. 03, 2014 | Oct. 03, 2014 | Sep. 27, 2013 | Sep. 28, 2012 | Oct. 03, 2014 | Oct. 03, 2014 | Oct. 03, 2014 | Oct. 03, 2014 | Sep. 27, 2013 | Dec. 18, 2013 | Feb. 13, 2014 | Jun. 25, 2012 | Oct. 03, 2014 | Sep. 27, 2013 | Sep. 28, 2012 | Feb. 13, 2014 | Jun. 25, 2012 | Oct. 03, 2014 | Oct. 03, 2014 | Oct. 03, 2014 | Oct. 03, 2014 | Sep. 27, 2013 | Sep. 28, 2012 | |
Business | Convertible Debt [Member] | Maximum [Member] | Mindspeed Acquisition [Member] | Mindspeed Acquisition [Member] | Mindspeed Acquisition [Member] | Mindspeed Acquisition [Member] | Nitronex LLC [Member] | Nitronex LLC [Member] | Nitronex LLC [Member] | Nitronex LLC [Member] | Nitronex LLC [Member] | Nitronex LLC [Member] | Nitronex LLC [Member] | Other Acquisitions [Member] | Other Acquisitions [Member] | Other Acquisitions [Member] | Photenics [Member] | M/A-COM Tech Business [Member] | M/A-COM Tech Business [Member] | |||||
Minimum [Member] | Maximum [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Date of acquisition | ' | ' | ' | ' | ' | ' | ' | ' | 18-Dec-13 | ' | ' | ' | ' | 13-Feb-14 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business acquisition cost of acquired entity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $26,100,000 | ' | ' | ' | ' | ' | ' | $2,800,000 | ' | ' | ' | ' | ' |
Escrow deposit | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,900,000 | ' | ' | ' | ' | ' | ' | ' |
Escrow agreement expiration period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '2015-08 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business acquisition, outstanding voting stock percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100.00% | ' | ' | ' | ' | ' | ' |
Business acquisition, consideration transfered in the form of previously advanced notes payable | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,066,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business acquisition, liabilities assumed | ' | ' | ' | ' | ' | ' | ' | 81,312,000 | 81,312,000 | ' | ' | ' | ' | ' | ' | ' | ' | 11,208,000 | ' | ' | ' | ' | ' | ' |
Capital contributions | 2,100,000 | ' | 3,200,000 | 8,435,000 | 13,645,000 | ' | ' | ' | ' | ' | ' | ' | ' | 3,200,000 | 8,400,000 | 11,600,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted-average life of identified intangible assets acquired | ' | ' | ' | ' | ' | ' | ' | ' | '7 years | ' | ' | ' | ' | '7 years | ' | ' | ' | ' | ' | '7 years | '10 years | ' | ' | ' |
Outstanding shares of common stock, par value | ' | $0.00 | $0.00 | $0.00 | ' | ' | ' | ' | ' | ' | $0.01 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding shares of common stock at a purchase price per share | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $5.05 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Purchase price of acquisition | ' | ' | 260,875,000 | ' | ' | ' | ' | 232,028,000 | 232,028,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business combination acquisition related costs | ' | ' | ' | ' | ' | ' | ' | ' | 4,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Goodwill acquired, tax deductible | ' | ' | ' | ' | ' | ' | ' | 0 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
The fair value of the assumed options and stock awards | ' | ' | ' | ' | ' | ' | ' | 4,100,000 | 4,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock option vested | ' | ' | ' | ' | ' | ' | ' | 785,000 | 785,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business acquisition, goodwill | ' | ' | 4,034,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,900,000 | ' | ' | ' | ' | ' |
Business acquisition, intangible assets | ' | ' | 137,405,000 | ' | ' | ' | ' | 138,663,000 | ' | ' | ' | ' | 8,350,000 | ' | ' | ' | ' | ' | 1,600,000 | ' | ' | ' | ' | ' |
Contingent consideration liability | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 800,000 | ' | ' |
Contingent purchase price, maximum | ' | 1,300,000 | 1,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 30,000,000 |
Goodwill acquired, deductible for tax purpose | ' | 1,700,000 | 1,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Acquisition costs of discontinued operations | ' | ' | ' | ' | ' | ' | ' | 4,400,000 | 4,400,000 | 4,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Contingent consideration cash paid | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6,000,000 | 15,000,000 |
Aggregate amount of restructuring charge and change-in-control payments | ' | ' | 14,823,000 | 1,060,000 | 1,862,000 | ' | ' | ' | 14,100,000 | 14,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of acquired business | ' | 2 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Minority investment in the convertible debt | ' | ' | ' | ' | ' | 300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Minority investment in equity | ' | 5,000,000 | 5,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Equity investment for other than temporary impairment | ' | ' | $0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Minority equity investment percentage | ' | ' | ' | ' | ' | ' | 20.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Acquisitions_and_Investments_S
Acquisitions and Investments - Schedule of Aggregate Purchase Price Allocated to Tangible and Identifiable Intangible Assets Acquired and Liabilities Assumed (Detail) (USD $) | 12 Months Ended | 3 Months Ended | 12 Months Ended | 0 Months Ended | 3 Months Ended | ||||
In Thousands, unless otherwise specified | Oct. 03, 2014 | Sep. 27, 2013 | Sep. 28, 2012 | Oct. 03, 2014 | Oct. 03, 2014 | Jun. 25, 2012 | Jun. 25, 2012 | Oct. 03, 2014 | Oct. 03, 2014 |
Mindspeed Acquisition [Member] | Mindspeed Acquisition [Member] | Nitronex LLC [Member] | Nitronex LLC [Member] | Original Allocation [Member] | Allocation Adjustments [Member] | ||||
Mindspeed Acquisition [Member] | Mindspeed Acquisition [Member] | ||||||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Current assets | ' | ' | ' | $50,612 | $50,612 | ' | $1,184 | $53,302 | ($2,690) |
Intangible assets | ' | ' | ' | 138,663 | 138,663 | ' | 8,350 | 146,690 | -8,027 |
Deferred income taxes | ' | ' | ' | 92,881 | 92,881 | ' | ' | 66,101 | 26,780 |
Other assets | ' | ' | ' | 31,788 | 31,788 | ' | 980 | 33,297 | -1,509 |
Total assets acquired | ' | ' | ' | 313,944 | 313,944 | ' | 10,514 | 299,390 | 14,554 |
Current liabilities | ' | ' | ' | 35,270 | 35,270 | ' | 4,219 | 31,159 | 4,111 |
Debt | 40,900 | ' | ' | 40,177 | 40,177 | ' | 6,532 | 39,824 | 353 |
Other liabilities | ' | ' | ' | 5,865 | 5,865 | ' | 457 | 5,595 | 270 |
Total liabilities assumed | ' | ' | ' | 81,312 | 81,312 | ' | 11,208 | 76,578 | 4,734 |
Net assets acquired | ' | ' | ' | 232,632 | 232,632 | ' | -694 | 222,812 | 9,820 |
Consideration: | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Previously advanced notes payable | ' | ' | ' | ' | ' | 2,066 | ' | ' | ' |
Cash paid upon closing, net of cash acquired | 260,875 | ' | ' | 232,028 | 232,028 | ' | ' | 232,028 | ' |
Fair value of vested awards assumed in acquisition | ' | ' | ' | 785 | 785 | ' | ' | 1,491 | -706 |
Total consideration | ' | ' | ' | 232,813 | ' | ' | ' | 233,519 | -706 |
Goodwill | $10,784 | $6,750 | $6,750 | $181 | $181 | ' | $2,760 | $10,707 | ($10,526) |
Acquisitions_and_Investments_C
Acquisitions and Investments - Components of Acquired Intangible Assets on a Preliminary Basis (Detail) (USD $) | 12 Months Ended | 3 Months Ended | 0 Months Ended | 3 Months Ended | 12 Months Ended | 3 Months Ended | 0 Months Ended | 3 Months Ended | 0 Months Ended | ||
In Thousands, unless otherwise specified | Oct. 03, 2014 | Sep. 27, 2013 | Oct. 03, 2014 | Jun. 25, 2012 | Oct. 03, 2014 | Oct. 03, 2014 | Sep. 27, 2013 | Oct. 03, 2014 | Jun. 25, 2012 | Oct. 03, 2014 | Jun. 25, 2012 |
Mindspeed Acquisition [Member] | Nitronex LLC [Member] | Developed Technology [Member] | Customer Relationships [Member] | Customer Relationships [Member] | Customer Relationships [Member] | Customer Relationships [Member] | In-Process Research and Development [Member] | Technology [Member] | |||
Mindspeed Acquisition [Member] | Mindspeed Acquisition [Member] | Nitronex LLC [Member] | Mindspeed Acquisition [Member] | Nitronex LLC [Member] | |||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Acquired intangible assets | $137,405 | ' | $138,663 | $8,350 | $109,263 | $11,520 | ' | $11,430 | $750 | $17,970 | $7,600 |
Acquired intangible assets, Useful Lives | ' | ' | ' | ' | '7 years | ' | ' | '10 years | '10 years | ' | '7 years |
Acquisitions_and_Investments_S1
Acquisitions and Investments - Summary of Revenue and Earnings (Detail) (Mindspeed Acquisition [Member], USD $) | 12 Months Ended |
In Thousands, unless otherwise specified | Oct. 03, 2014 |
Mindspeed Acquisition [Member] | ' |
Business Acquisition [Line Items] | ' |
Revenue | $94,613 |
Loss from continuing operations before income taxes | ($9,266) |
Acquisitions_and_Investments_S2
Acquisitions and Investments - Summary of Unaudited Supplemental Pro Forma Data (Detail) (Mindspeed Acquisition [Member], USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Oct. 03, 2014 | Sep. 27, 2013 |
Mindspeed Acquisition [Member] | ' | ' |
Business Acquisition [Line Items] | ' | ' |
Revenue | $438,118 | $460,730 |
Income (loss) from continuing operations before income taxes | $964 | ($18,622) |
Acquisitions_and_Investments_S3
Acquisitions and Investments - Schedule of Changes in Fair Value of Contingent Consideration Resulting from Acquisitions (Detail) (USD $) | 12 Months Ended | 12 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 27, 2013 | Sep. 28, 2012 | Oct. 03, 2014 | Oct. 03, 2014 |
M/A-COM Tech Business [Member] | M/A-COM Tech Business [Member] | M/A-COM Tech Business [Member] | Photenics [Member] | |
Business Acquisition, Contingent Consideration [Line Items] | ' | ' | ' | ' |
Beginning Balance | $6,580 | $25,502 | $820 | ' |
Acquisition of Photonic Controls | ' | ' | ' | 820 |
Payment - MACOM business acquisition | -6,003 | -15,000 | ' | ' |
Change in fair value | -577 | -3,922 | ' | ' |
Ending Balance | ' | $6,580 | $820 | ' |
Fair_Value_Assets_and_Liabilit
Fair Value - Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) (Fair Value, Measurements, Recurring [Member], USD $) | Oct. 03, 2014 | Sep. 27, 2013 |
In Thousands, unless otherwise specified | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Total assets measured at fair value | $250 | ' |
Total liabilities measured at fair value | 16,621 | 11,873 |
Trading Securities [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Total assets measured at fair value | 250 | ' |
Contingent Consideration [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Total liabilities measured at fair value | 820 | ' |
Common Stock Warrant Liability [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Total liabilities measured at fair value | 15,801 | ' |
Warranty Liability [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Total liabilities measured at fair value | ' | 11,873 |
Unobservable Inputs (Level 3) [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Total assets measured at fair value | 250 | ' |
Total liabilities measured at fair value | 16,621 | 11,873 |
Unobservable Inputs (Level 3) [Member] | Trading Securities [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Total assets measured at fair value | 250 | ' |
Unobservable Inputs (Level 3) [Member] | Contingent Consideration [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Total liabilities measured at fair value | 820 | ' |
Unobservable Inputs (Level 3) [Member] | Common Stock Warrant Liability [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Total liabilities measured at fair value | 15,801 | ' |
Unobservable Inputs (Level 3) [Member] | Warranty Liability [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Total liabilities measured at fair value | ' | $11,873 |
Fair_Value_Changes_in_Assets_a
Fair Value - Changes in Assets and Liabilities with Inputs Classified within Level 3 of Fair Value (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Oct. 03, 2014 | Sep. 27, 2013 | Sep. 28, 2012 |
Trading Securities [Member] | ' | ' | ' |
Fair Value Of Assets And Liabilities Measured On Non Recurring Basis [Line Items] | ' | ' | ' |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Gain (Loss) Included in Earnings | $0 | ' | ' |
Fiscal Year Purchases and Issuances | 250 | ' | ' |
Fair Value Measurement With Unobservable Inputs Reconciliation Recurring Basis Asset Sales And Settlements | 0 | ' | ' |
Fair Value Measurement With Unobservable Inputs Reconciliation Recurring Basis Instruments Classified Assets In Shareholders Equity Transfers Net | 0 | ' | ' |
3-Oct-14 | 250 | ' | ' |
Contingent Consideration [Member] | ' | ' | ' |
Fair Value Of Assets And Liabilities Measured On Non Recurring Basis [Line Items] | ' | ' | ' |
Changes in financial liabilities with inputs classified within Level 3 of the fair value, beginning balance | ' | 6,580 | 25,502 |
Net Realized/ Unrealized Losses (Gains) Included in Earnings | ' | -577 | -3,922 |
Purchases and Issuances | 820 | ' | ' |
Sales and Settlements | ' | -6,003 | -15,000 |
Transfers in and/or (out) of Level 3 | 0 | 0 | 0 |
Changes in financial liabilities with inputs classified within Level 3 of the fair value, ending balance | 820 | ' | 6,580 |
Warranty Liability [Member] | ' | ' | ' |
Fair Value Of Assets And Liabilities Measured On Non Recurring Basis [Line Items] | ' | ' | ' |
Changes in financial liabilities with inputs classified within Level 3 of the fair value, beginning balance | 11,873 | 7,561 | 10,736 |
Net Realized/ Unrealized Losses (Gains) Included in Earnings | 3,928 | 4,312 | -3,175 |
Transfers in and/or (out) of Level 3 | 0 | 0 | 0 |
Changes in financial liabilities with inputs classified within Level 3 of the fair value, ending balance | 15,801 | 11,873 | 7,561 |
Class B Conversion Liability [Member] | ' | ' | ' |
Fair Value Of Assets And Liabilities Measured On Non Recurring Basis [Line Items] | ' | ' | ' |
Changes in financial liabilities with inputs classified within Level 3 of the fair value, beginning balance | ' | ' | 81,378 |
Net Realized/ Unrealized Losses (Gains) Included in Earnings | ' | ' | 44,119 |
Sales and Settlements | ' | ' | -125,497 |
Transfers in and/or (out) of Level 3 | ' | ' | $0 |
Fair_Value_Additional_Informat
Fair Value - Additional Information (Detail) | 12 Months Ended | |
Oct. 03, 2014 | Sep. 27, 2013 | |
Fair Value Disclosures [Abstract] | ' | ' |
Expected life of common stock warrants | '6 years 2 months 12 days | '7 years 2 months 12 days |
Expected volatility | 42.30% | 43.50% |
Risk free rate | 2.16% | 2.02% |
Allowance_for_Doubtful_Account2
Allowance for Doubtful Accounts - Schedule of Allowance for Doubtful Accounts Related to Accounts Receivable (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Oct. 03, 2014 | Sep. 27, 2013 | Sep. 28, 2012 |
Receivables [Abstract] | ' | ' | ' |
Balance - beginning of year | $195 | $699 | $657 |
Provision (recoveries), net | 70 | -443 | 42 |
Charge-offs | -39 | -61 | ' |
Balance - end of year | $226 | $195 | $699 |
Inventories_Components_of_Inve
Inventories - Components of Inventories (Detail) (USD $) | Oct. 03, 2014 | Sep. 27, 2013 |
In Thousands, unless otherwise specified | ||
Inventory Disclosure [Abstract] | ' | ' |
Raw materials | $34,919 | $27,855 |
Work-in-process | 5,500 | 6,021 |
Finished goods | 33,153 | 21,032 |
Total | $73,572 | $54,908 |
Property_and_Equipment_Compone
Property and Equipment - Components of Property and Equipment (Detail) (USD $) | Oct. 03, 2014 | Sep. 27, 2013 |
In Thousands, unless otherwise specified | ||
Property, Plant and Equipment [Line Items] | ' | ' |
Total property and equipment | $98,129 | $66,579 |
Less accumulated depreciation and amortization | -47,772 | -33,844 |
Property and equipment - net | 50,357 | 32,735 |
Machinery and Equipment [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Total property and equipment | 68,438 | 48,050 |
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 | 12,918 | 6,234 |
Computer Equipment and Software [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Total property and equipment | $7,758 | $6,384 |
Property_and_Equipment_Additio
Property and Equipment - Additional Information (Detail) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Oct. 03, 2014 | Sep. 27, 2013 | Sep. 28, 2012 |
Property, Plant and Equipment [Abstract] | ' | ' | ' |
Depreciation and amortization expense | $14 | $10.50 | $9 |
Debt_Additional_Information_De
Debt - Additional Information (Detail) (USD $) | 0 Months Ended | 12 Months Ended | |
8-May-14 | Sep. 26, 2013 | Oct. 03, 2014 | |
Debt Instrument [Line Items] | ' | ' | ' |
Indebtedness on prior facility | ' | $245,000,000 | $245,000,000 |
Repayment of outstanding credit facility | 245,000,000 | ' | 245,000,000 |
Debt acquired | ' | ' | 40,900,000 |
Estimated fair value of Term Loans | ' | ' | 350,000,000 |
Revolving Credit Facility [Member] | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Revolving credit facility maturity date | ' | ' | 30-Sep-18 |
Revolving credit facility amended date | ' | ' | 5-Nov-13 |
Revolving credit facility maximum borrowing availability | ' | 300,000,000 | ' |
Debt issuance fee | ' | ' | 8,700,000 |
Unamortized deferred financing costs | ' | ' | 8,200,000 |
Revolving Credit Facility [Member] | Minimum [Member] | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Percentage of unused line fee | ' | ' | 0.25% |
Revolving Credit Facility [Member] | Minimum [Member] | LIBOR [Member] | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Applicable margin rate | ' | ' | 2.00% |
Revolving Credit Facility [Member] | Minimum [Member] | Base Rate [Member] | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Applicable margin rate | ' | ' | 1.00% |
Revolving Credit Facility [Member] | Maximum [Member] | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Percentage of unused line fee | ' | ' | 0.38% |
Revolving Credit Facility [Member] | Maximum [Member] | LIBOR [Member] | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Applicable margin rate | ' | ' | 2.50% |
Revolving Credit Facility [Member] | Maximum [Member] | Base Rate [Member] | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Applicable margin rate | ' | ' | 1.50% |
Term Loans [Member] | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Revolving credit facility maturity date | ' | ' | 31-May-21 |
Revolving credit facility maximum borrowing availability | 350,000,000 | ' | ' |
Term loan discount rate | ' | ' | 0.75% |
Revolving credit facility interest rate | ' | ' | 'Borrowings under the Term Loans bear interest rate (payable quarterly) at: (i) for LIBOR loans, a rate per annum equal to the LIBOR rate (subject to a floor of 0.75%), plus an applicable margin of 3.75%, and (ii) for base rate loans, a rate per annum equal to the prime rate (subject to a floor of 1.75%), plus an applicable margin of 2.75%. Borrowings under the Revolving Facility bear interest (payable quarterly) at (i) for LIBOR loans, a rate per annum equal to the LIBOR rate, plus an applicable margin in the range of 2.00% to 2.50% (based on the Companybs total net leverage ratio being within certain defined ranges), and (ii) for base rate loans, a rate per annum equal to the prime rate, plus an applicable margin in the range of 1.00% to 1.50% (based on the Companybs total net leverage ratio being within certain defined ranges). |
Percentage of quarterly principal installment | ' | ' | 0.25% |
Term loans payment term | ' | ' | '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. |
Principal amount | ' | ' | 349,125,000 |
Deferred financing costs | ' | ' | 2,100,000 |
Term Loans [Member] | LIBOR [Member] | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Floor rate | ' | ' | 0.75% |
Applicable margin rate | ' | ' | 3.75% |
Term Loans [Member] | Base Rate [Member] | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Floor rate | ' | ' | 1.75% |
Applicable margin rate | ' | ' | 2.75% |
Revolving Credit Facility One [Member] | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Revolving credit facility maturity date | ' | ' | 31-May-19 |
Revolving credit facility maximum borrowing availability | $100,000,000 | ' | ' |
Debt_Schedule_of_Remained_Outs
Debt - Schedule of Remained Outstanding on Term Loans (Detail) (USD $) | Oct. 03, 2014 |
In Thousands, unless otherwise specified | |
Debt Instrument [Line Items] | ' |
Current portion | $3,478 |
Long-term, less current portion | 343,178 |
Term Loans [Member] | ' |
Debt Instrument [Line Items] | ' |
Principal balance | 349,125 |
Unamortized discount | -2,469 |
Long-term including current portion | 346,656 |
Long-term including current portion | 346,656 |
Current portion | 3,478 |
Long-term, less current portion | $343,178 |
Debt_Schedule_of_Minimum_Princ
Debt - Schedule of Minimum Principal Payments under Term Loans (Detail) (Term Loans [Member], USD $) | Oct. 03, 2014 |
In Thousands, unless otherwise specified | |
Term Loans [Member] | ' |
Debt Instrument [Line Items] | ' |
2015 | $3,478 |
2016 | 3,444 |
2017 | 3,409 |
2018 | 3,375 |
2019 | 3,342 |
Thereafter | 332,077 |
Total | $349,125 |
Employee_Benefit_Plans_Additio
Employee Benefit Plans - Additional Information (Detail) (USD $) | 12 Months Ended | ||
Oct. 03, 2014 | Sep. 27, 2013 | Sep. 28, 2012 | |
Employee Benefit Plan [Line Items] | ' | ' | ' |
Employer contribution | $0 | $1,000,000 | $1,000,000 |
Foreign Jurisdictions [Member] | ' | ' | ' |
Employee Benefit Plan [Line Items] | ' | ' | ' |
Discretionary matching contribution | 1,045,000 | 881,000 | 711,000 |
Mindspeed Acquisition [Member] | ' | ' | ' |
Employee Benefit Plan [Line Items] | ' | ' | ' |
Unfunded benefit obligation | $1,400,000 | ' | ' |
Accrued_Liabilities_Schedule_o
Accrued Liabilities - Schedule of Accrued Liabilities (Detail) (USD $) | Oct. 03, 2014 | Sep. 27, 2013 |
In Thousands, unless otherwise specified | ||
Other Liabilities Disclosure [Abstract] | ' | ' |
Compensation and benefits | $19,540 | $9,935 |
Product warranty | 693 | 566 |
Professional fees | 1,528 | 1,905 |
Distribution costs | 1,757 | 672 |
Restructuring costs | 801 | 145 |
Interest payable | 2,447 | 131 |
Rent and utilities | 1,658 | 546 |
Other | 5,824 | 3,021 |
Total | $34,248 | $16,921 |
Commitments_and_Contingencies_1
Commitments and Contingencies - Schedule of Future Minimum Lease Payments for Operating Leases (Detail) (USD $) | Oct. 03, 2014 |
In Thousands, unless otherwise specified | |
Commitments and Contingencies Disclosure [Abstract] | ' |
2015 | $7,388 |
2016 | 6,909 |
2017 | 6,383 |
2018 | 5,362 |
2019 | 5,064 |
Thereafter | 5,097 |
Total minimum lease payments | $36,203 |
Commitments_and_Contingencies_2
Commitments and Contingencies - Additional Information (Detail) (USD $) | 0 Months Ended | 12 Months Ended | ||||
Sep. 23, 2014 | Jan. 28, 2013 | Oct. 03, 2014 | Sep. 27, 2013 | Sep. 28, 2012 | Jun. 13, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | ' | ' | ' | ' | ' | ' |
Rental expenses | ' | ' | $6,600,000 | $4,500,000 | $4,100,000 | ' |
Obligation to reimburse for lease incentives | ' | ' | 1,000,000 | ' | ' | ' |
Operating leases, expiration period | ' | ' | 31-Jan-18 | ' | ' | ' |
Outstanding non-cancelable purchase commitments | ' | ' | 5,200,000 | ' | ' | ' |
Bond value for secure injunction | ' | ' | ' | ' | ' | 4,000,000 |
Agreed-upon attorneys' fee payable to plaintiffs' counsel | 425,000 | ' | ' | ' | ' | ' |
Alleged damages | ' | $2,200,000 | ' | ' | ' | ' |
Commitments_and_Contingencies_3
Commitments and Contingencies - Schedule of Changes in Fair Value of Asset Retirement Obligations (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Oct. 03, 2014 | Sep. 27, 2013 | Sep. 28, 2012 |
Commitments and Contingencies Disclosure [Abstract] | ' | ' | ' |
Balance - beginning of year | $994 | $1,074 | $913 |
Assumed on acquisition | 900 | ' | ' |
Payments | -442 | -1,403 | -41 |
Accretion expense and settlements | 223 | 1,323 | 202 |
Balance - end of year | $1,675 | $994 | $1,074 |
Restructurings_Summary_of_Cost
Restructurings - Summary of Costs Related to Restructuring Actions (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Oct. 03, 2014 | Sep. 27, 2013 | Sep. 28, 2012 |
Restructuring and Related Activities [Abstract] | ' | ' | ' |
Beginning Balance of accrued costs | $145 | $328 | $522 |
Current period charges | 14,823 | 1,060 | 1,862 |
Payments | -14,167 | -1,243 | -2,056 |
Ending Balance of accrued costs | $801 | $145 | $328 |
Product_Warranties_Additional_
Product Warranties - Additional Information (Detail) | 12 Months Ended |
Oct. 03, 2014 | |
Automobile Manufacturer's [Member] | ' |
Product Warranty Disclosure [Line Items] | ' |
Term of product warranties | '3 years |
Minimum [Member] | ' |
Product Warranty Disclosure [Line Items] | ' |
Term of product warranties | '12 months |
Maximum [Member] | ' |
Product Warranty Disclosure [Line Items] | ' |
Term of product warranties | '60 months |
Product_Warranties_Schedule_of
Product Warranties - Schedule of Product Warranty Liability Activity (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Oct. 03, 2014 | Sep. 27, 2013 | Sep. 28, 2012 |
Payables and Accruals [Abstract] | ' | ' | ' |
Balance - beginning of year | $566 | $910 | $1,885 |
Impact of acquisition | 202 | ' | 44 |
Provisions | 201 | 1,083 | 399 |
Direct charges | -276 | -1,427 | -1,418 |
Balance - end of year | $693 | $566 | $910 |
Intangible_Assets_Summary_of_A
Intangible Assets - Summary of Amortization Expense of Intangible Assets (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Oct. 03, 2014 | Sep. 27, 2013 | Sep. 28, 2012 |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' |
Total | $20,593 | $4,321 | $3,595 |
Cost of Revenue [Member] | ' | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' |
Total | 18,787 | 2,986 | 2,259 |
Selling, General and Administrative [Member] | ' | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' |
Total | $1,806 | $1,335 | $1,336 |
Intangible_Assets_Summary_of_I
Intangible Assets - Summary of Intangible Assets (Detail) (USD $) | Oct. 03, 2014 | Sep. 27, 2013 |
In Thousands, unless otherwise specified | ||
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Intangible assets | $177,993 | $40,187 |
Less accumulated amortization | -35,360 | -15,389 |
Intangible assets - net | 142,633 | 24,798 |
Acquired Technology [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Intangible assets | 131,953 | 23,637 |
Less accumulated amortization | -27,800 | -9,600 |
Customer Relationships [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Intangible assets | 24,670 | 13,150 |
Less accumulated amortization | -7,600 | -5,800 |
In-Process Research and Development [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Intangible assets | 17,970 | ' |
Trade Name [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Intangible assets | $3,400 | $3,400 |
Intangible_Assets_Summary_of_A1
Intangible Assets - Summary of Activity in Intangible Assets and Goodwill (Detail) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Oct. 03, 2014 | Sep. 27, 2013 |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Balance at September 28, 2012 | $46,937 | $44,654 |
Goodwill acquired | 4,034 | ' |
Net intangibles acquired | 137,405 | ' |
Other intangibles purchased | 4,435 | 2,283 |
Balance at October 3, 2014 | 188,777 | 46,937 |
Goodwill balance at September 28, 2012 | 6,750 | 6,750 |
Goodwill balance at October 3, 2014 | 10,784 | 6,750 |
In-Process Research and Development [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Balance at September 28, 2012 | ' | ' |
Net intangibles acquired | 17,970 | ' |
Other intangibles purchased | ' | ' |
Balance at October 3, 2014 | 17,970 | ' |
Trade Name [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Balance at September 28, 2012 | 3,400 | 3,400 |
Net intangibles acquired | ' | ' |
Other intangibles purchased | ' | ' |
Balance at October 3, 2014 | 3,400 | 3,400 |
Acquired Technology [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Balance at September 28, 2012 | 23,637 | 21,354 |
Net intangibles acquired | 103,881 | ' |
Other intangibles purchased | 4,435 | 2,283 |
Balance at October 3, 2014 | 131,953 | 23,637 |
Customer Relationships [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Balance at September 28, 2012 | 13,150 | 13,150 |
Net intangibles acquired | 11,520 | ' |
Other intangibles purchased | ' | ' |
Balance at October 3, 2014 | $24,670 | $13,150 |
Intangible_Assets_Summary_of_E
Intangible Assets - Summary of Estimated Amortization of Intangible Assets in Future Fiscal Years (Detail) (USD $) | Oct. 03, 2014 |
In Thousands, unless otherwise specified | |
Goodwill and Intangible Assets Disclosure [Abstract] | ' |
2015 | $22,920 |
2016 | 20,825 |
2017 | 19,942 |
2018 | 17,055 |
2019 | 14,006 |
Thereafter | 26,515 |
Amortizable intangible assets - net | $121,263 |
Intangible_Assets_Additional_I
Intangible Assets - Additional Information (Detail) (USD $) | 1 Months Ended | 1 Months Ended | 12 Months Ended | |||||
Jul. 31, 2013 | Oct. 03, 2014 | Sep. 27, 2013 | Jul. 31, 2013 | Oct. 03, 2014 | Sep. 27, 2013 | Oct. 03, 2014 | Sep. 27, 2013 | |
Minimum [Member] | Acquired Technology [Member] | Acquired Technology [Member] | Customer Relationships [Member] | Customer Relationships [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Accumulated amortization | ' | $35,360,000 | $15,389,000 | ' | $27,800,000 | $9,600,000 | $7,600,000 | $5,800,000 |
Maximum potential payments to be made for technology licensing and transfer agreement | 9,000,000 | ' | ' | ' | ' | ' | ' | ' |
Period of potential payments to be made for technology licensing and transfer agreement | ' | ' | ' | '2016-07 | ' | ' | ' | ' |
Amortization period of acquired technology | '2016 | ' | ' | ' | ' | ' | ' | ' |
Cost incurred in licensing and transfer of technology | ' | ' | ' | ' | $4,400,000 | $1,700,000 | ' | ' |
Income_Taxes_Components_of_Def
Income Taxes - Components of Deferred Tax Assets and Liabilities (Detail) (USD $) | Oct. 03, 2014 | Sep. 27, 2013 |
In Thousands, unless otherwise specified | ||
Current deferred tax assets: | ' | ' |
Accrued liabilities | $9,830 | $4,361 |
Inventory | 8,088 | 3,466 |
Deferred revenue | 4,451 | 2,251 |
Accounts receivable | 142 | 59 |
Federal net operating loss | 15,452 | 267 |
Other current deferred tax assets | 46 | ' |
Valuation allowance | -2,052 | -900 |
Current net deferred tax assets | 35,957 | 10,404 |
Non-current deferred tax assets (liabilities): | ' | ' |
Federal and foreign net operating losses and credits | 128,035 | 4,718 |
Intangible assets | -33,158 | -2,554 |
Property and equipment | -3,072 | -2,889 |
Other non-current deferred tax assets | 272 | ' |
Valuation allowance | -7,448 | -856 |
Non-current net deferred tax assets (liabilities) | 84,629 | -1,581 |
Total deferred tax asset | $120,586 | $8,823 |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Detail) (USD $) | 12 Months Ended | |||
Oct. 03, 2014 | Sep. 27, 2013 | Sep. 28, 2012 | Sep. 30, 2011 | |
Income Taxes [Line Items] | ' | ' | ' | ' |
Deferred tax expense from stock options exercised | $1,700,000 | ' | ' | ' |
Increase in additional paid-in capital due to realization of deferred tax assets | 1,700,000 | ' | ' | ' |
Valuation allowance amount | 2,052,000 | 900,000 | ' | ' |
Income (loss) from operations before income taxes | -18,772,000 | 27,331,000 | 12,289,000 | ' |
Effective income tax rate | 42.90% | 33.40% | 129.80% | ' |
Undistributed earnings | 54,400,000 | ' | ' | ' |
Unrecognized tax benefit, reduction in current deferred tax assets | 1,400,000 | ' | ' | ' |
Unrecognized tax benefit, other long-term liabilities | 1,670,000 | ' | 597,000 | 437,000 |
United States-Federal [Member] | ' | ' | ' | ' |
Income Taxes [Line Items] | ' | ' | ' | ' |
Net operating loss carryforward | 381,300,000 | ' | ' | ' |
Mindspeed Acquisition [Member] | ' | ' | ' | ' |
Income Taxes [Line Items] | ' | ' | ' | ' |
Valuation allowance amount | 9,500,000 | ' | ' | ' |
Mindspeed Acquisition [Member] | United States-Federal [Member] | ' | ' | ' | ' |
Income Taxes [Line Items] | ' | ' | ' | ' |
Net operating loss carryforward | 307,000,000 | ' | ' | ' |
Other Noncurrent Liabilities [Member] | ' | ' | ' | ' |
Income Taxes [Line Items] | ' | ' | ' | ' |
Unrecognized tax benefit, other long-term liabilities | 300,000 | ' | ' | ' |
Prior Acquisitions [Member] | United States-Federal [Member] | ' | ' | ' | ' |
Income Taxes [Line Items] | ' | ' | ' | ' |
Net operating loss carryforward | 9,900,000 | ' | ' | ' |
Current Period Acquisition [Member] | United States-Federal [Member] | ' | ' | ' | ' |
Income Taxes [Line Items] | ' | ' | ' | ' |
Net operating loss carryforward | $64,400,000 | ' | ' | ' |
Income_Taxes_Summary_of_Domest
Income Taxes - Summary of Domestic and Foreign Income (Loss) from Continuing Operations Before Taxes (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Oct. 03, 2014 | Sep. 27, 2013 | Sep. 28, 2012 |
Income Tax Disclosure [Abstract] | ' | ' | ' |
United States | ($38,708) | $13,052 | $7,443 |
Foreign | 19,936 | 14,279 | 4,846 |
Income (loss) from operations before income taxes | ($18,772) | $27,331 | $12,289 |
Income_Taxes_Components_of_Pro
Income Taxes - Components of Provision for Income Taxes (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Oct. 03, 2014 | Sep. 27, 2013 | Sep. 28, 2012 |
Current: | ' | ' | ' |
Federal | $712 | $11,287 | $10,487 |
State | -419 | 1,512 | 2,141 |
Foreign | 2,181 | 986 | 1,340 |
Current provision | 2,474 | 13,785 | 13,968 |
Deferred: | ' | ' | ' |
Federal | -8,968 | -3,326 | 2,569 |
State | -313 | -1,146 | 258 |
Foreign | -725 | -273 | -1,387 |
Change in valuation allowance | -522 | 95 | 545 |
Deferred provision (benefit) | -10,528 | -4,650 | 1,985 |
Total provision | ($8,054) | $9,135 | $15,953 |
Income_Taxes_Reconciliation_of
Income Taxes - Reconciliation of Effective Tax Rates (Detail) | 12 Months Ended | ||
Oct. 03, 2014 | Sep. 27, 2013 | Sep. 28, 2012 | |
Income Tax Disclosure [Abstract] | ' | ' | ' |
Federal statutory rate | 35.00% | 35.00% | 35.00% |
Nitronex losses | -5.70% | 8.30% | 23.00% |
Foreign rate differential | 24.30% | -9.50% | -28.40% |
State taxes net of federal benefit | 2.40% | 2.10% | 10.10% |
Change in tax status | ' | ' | -9.30% |
Class B Conversion and warrant liabilities | -7.30% | 4.10% | 95.90% |
Change in valuation allowance | -0.60% | 0.30% | 3.70% |
Research and development credits | 4.10% | -8.00% | -3.70% |
Nondeductible compensation expense | -3.40% | ' | ' |
Nondeductible legal fees | -4.10% | 0.60% | 1.70% |
Other permanent differences | -1.80% | 0.50% | 1.80% |
Effective income tax rate | 42.90% | 33.40% | 129.80% |
Income_Taxes_Activity_Related_
Income Taxes - Activity Related to Unrecognized Tax Benefits (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Oct. 03, 2014 | Sep. 27, 2013 | Sep. 28, 2012 |
Income Tax Disclosure [Abstract] | ' | ' | ' |
Beginning Balance | ' | $597 | $437 |
Additions based on tax positions | 1,670 | ' | 597 |
Reductions based on tax positions | ' | -597 | -437 |
Ending Balance | $1,670 | ' | $597 |
Income_Taxes_Summary_of_Fiscal
Income Taxes - Summary of Fiscal Tax Years Examination by Jurisdictions (Detail) | 12 Months Ended |
Oct. 03, 2014 | |
United States-Federal [Member] | ' |
Income Taxes And Tax Related [Line Items] | ' |
Ireland | '2013-forward |
United States-Various States [Member] | ' |
Income Taxes And Tax Related [Line Items] | ' |
Ireland | '2011-forward |
Ireland [Member] | ' |
Income Taxes And Tax Related [Line Items] | ' |
Ireland | '2011-forward |
ShareBased_Compensation_Plans_1
Share-Based Compensation Plans - Effects of Stock-Based Compensation Expense Related to Stock-Based Awards to Employees and Non-Employees (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Oct. 03, 2014 | Sep. 27, 2013 | Sep. 28, 2012 |
Components Of Salaries And Benefits [Line Items] | ' | ' | ' |
Total stock-based compensation expense | $11,277 | $6,456 | $3,660 |
Cost of Revenue [Member] | ' | ' | ' |
Components Of Salaries And Benefits [Line Items] | ' | ' | ' |
Total stock-based compensation expense | 1,771 | 1,068 | 704 |
Research and Development [Member] | ' | ' | ' |
Components Of Salaries And Benefits [Line Items] | ' | ' | ' |
Total stock-based compensation expense | 2,818 | 1,739 | 967 |
Selling, General and Administrative [Member] | ' | ' | ' |
Components Of Salaries And Benefits [Line Items] | ' | ' | ' |
Total stock-based compensation expense | $6,688 | $3,649 | $1,989 |
ShareBased_Compensation_Plans_2
Share-Based Compensation Plans - Additional Information (Detail) (USD $) | 1 Months Ended | 12 Months Ended | ||
In Millions, except Share data, unless otherwise specified | Apr. 30, 2014 | Oct. 03, 2014 | Sep. 27, 2013 | Sep. 28, 2012 |
Plans | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Number of equity incentive plans | ' | 3 | ' | ' |
Stock options granted targeted vesting period | '10 years | '4 years | ' | ' |
Percentage of options granted to vest at the end of One year | ' | 25.00% | ' | ' |
Exercisable period of options granted | ' | '10 years | ' | ' |
Vesting period of RSU granted | ' | 'Annually over one to five years. | ' | ' |
Shares available for future grants | ' | 9,900,000 | ' | ' |
Additional awards issued | ' | 0 | ' | ' |
Total intrinsic value of options exercised | ' | $7.60 | $8.40 | $4.60 |
Compensation cost expected to be recognized | '3 years | '2 years 6 months | ' | ' |
Stock options granted | ' | 405,000 | ' | ' |
Stock options granted, fair value | 3.5 | ' | ' | ' |
Target price per share for any remaining unamortized compensation cost that will be recognized | $32.55 | ' | ' | ' |
Number of options granted | ' | ' | 0 | 0 |
Common stock issued | ' | 47,607,000 | 46,493,000 | ' |
Nonvested Stock Options [Member] | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Total unrecognized compensation cost | ' | 2.2 | ' | ' |
Restricted Stock Units [Member] | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Total unrecognized compensation cost | ' | 20.1 | ' | ' |
Compensation cost expected to be recognized | ' | '2 years 6 months | ' | ' |
Fair value of restricted stock awards vesting, total | ' | $9.20 | $3.90 | $1.70 |
2012 Employee Stock Purchase Plan [Member] | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Maximum payroll deductions to purchase shares of the Company's common stock at a discount | ' | 15.00% | ' | ' |
Initial Offering Period | ' | 'In administering the ESPP, the board of directors has limited discretion to set the length of the offering periods thereunder. The board of directors has provided for an initial offering period of eight months following the IPO, followed by six-month offering periods thereafter. | ' | ' |
Common stock issued | ' | 150,000 | 131,000 | ' |
Increase in common stock available for issuance, maximum percentage | ' | ' | 1.25% | ' |
Increase in common stock available for issuance, shares | ' | 550,000 | 550,000 | ' |
2012 Plan [Member] | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Increase in common stock available for issuance, maximum percentage | ' | ' | 4.00% | ' |
Increase in common stock available for issuance, shares | ' | 1,900,000 | 1,900,000 | ' |
Maximum [Member] | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Stock options granted | 405,000 | ' | ' | ' |
ShareBased_Compensation_Plans_3
Share-Based Compensation Plans - Summary of Stock Option Activity (Detail) (USD $) | 12 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Oct. 03, 2014 | Sep. 27, 2013 |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | ' |
Number of Shares, Options outstanding - Beginning Balance | 841 | ' |
Number of Shares, Assumed in Mindspeed Acquisition | 439 | ' |
Number of Shares, Granted | 405 | ' |
Number of Shares, Exercised | -515 | ' |
Number of Shares, Forfeited, canceled or expired | -222 | ' |
Number of Shares, Options outstanding - Ending Balance | 948 | 841 |
Number of Shares, Options vested and expected to vest - October 3, 2014 | 857 | ' |
Number of Shares, Options exercisable - October 3, 2014 | 562 | ' |
Weighted-Average Exercise Price Per Share, Options outstanding - Beginning Balance | $1.60 | ' |
Weighted-Average Exercise Price Per Share, Assumed in Mindspeed Acquisition | $24.50 | ' |
Weighted-Average Exercise Price Per Share, Granted | $17.50 | ' |
Weighted-Average Exercise Price Per Share, Exercised | $4.31 | ' |
Weighted-Average Exercise Price Per Share, Forfeited, canceled or expired | $26.62 | ' |
Weighted-Average Exercise Price Per Share, Options outstanding - Ending Balance | $11.73 | $1.60 |
Weighted-Average Exercise Price Per Share, Options vested and expected to vest - October 3, 2014 | $11.11 | ' |
Weighted-Average Exercise Price Per Share, Options exercisable - October 3, 2014 | $7.86 | ' |
Weighted-Average Remaining Contractual Term (in Years), Options outstanding - October 3, 2014 | '6 years 7 months 6 days | '6 years 2 months 12 days |
Weighted-Average Remaining Contractual Term (in Years), Options vested and expected to vest - October 3, 2014 | '6 years 3 months 18 days | ' |
Weighted-Average Remaining Contractual Term (in Years), Options exercisable - October 3, 2014 | '4 years 8 months 12 days | ' |
Aggregate Intrinsic Value, Outstanding, Beginning balance | $13,131 | ' |
Aggregate Intrinsic Value, Outstanding, Ending balance | 10,015 | 13,131 |
Aggregate Intrinsic Value, Options vested and expected to vest - October 3, 2014 | 9,640 | ' |
Aggregate Intrinsic Value, Options exercisable - October 3, 2014 | $8,348 | ' |
ShareBased_Compensation_Plans_4
Share-Based Compensation Plans - Weighted Average Assumptions used for Calculating Fair Value of Stock Options Granted (Detail) | 12 Months Ended |
Oct. 03, 2014 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' |
Risk-free interest rate | 2.71% |
Expected term (years) | '10 years |
Expected volatility | 42.60% |
Expected dividends | 0.00% |
ShareBased_Compensation_Plans_5
Share-Based Compensation Plans - Summary of Restricted Stock and Restricted Stock Units Activity (Detail) (USD $) | 12 Months Ended |
In Thousands, unless otherwise specified | Oct. 03, 2014 |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' |
Number of Shares, Issued and unvested - September 27, 2013 | 1,129 |
Number of Shares, Assumed in Mindspeed Acquisition | 285 |
Number of Shares, Granted | 1,049 |
Number of Shares, Vested | -536 |
Number of Shares, Forfeited, canceled or expired | -207 |
Number of Shares, Issued and unvested shares - October 3, 2014 | 1,720 |
Number of Shares, Shares expected to vest | 1,521 |
Weighted-Average Remaining Contractual Term (in Years), Issued and unvested - September 27, 2013 | '2 years 10 months 24 days |
Weighted-Average Remaining Contractual Term (in Years), Issued and unvested shares - October 3, 2014 | '2 years 7 months 6 days |
Weighted-Average Remaining Contractual Term (in Years), Shares expected to vest | '2 years 7 months 6 days |
Aggregate Intrinsic Value, Issued and unvested - Beginning Balance | $18,148 |
Aggregate Intrinsic Value, Issued and unvested shares - Ending Balance | 37,203 |
Aggregate Intrinsic Value, Shares expected to vest | $32,908 |
Preferred_Stock_Additional_Inf
Preferred Stock - Additional Information (Detail) (USD $) | 1 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | ||
In Millions, except Share data, unless otherwise specified | Dec. 31, 2010 | Oct. 03, 2014 | Sep. 27, 2013 | Mar. 20, 2012 | Dec. 31, 2010 | Oct. 03, 2014 |
Class B Preferred Stock [Member] | Class B Preferred Stock [Member] | Class B Preferred Stock [Member] | ||||
Convertible Preferred Stock Warrants [Line Items] | ' | ' | ' | ' | ' | ' |
Preferred stock, shares authorized | ' | 10,000,000 | 10,000,000 | ' | 34,169,560 | ' |
Preferred stock, shares issued | ' | 0 | 0 | ' | 34,169,560 | ' |
Gross proceeds from issuance of preferred stock | ' | ' | ' | ' | $120 | ' |
Net proceeds from issuance of preferred stock | ' | ' | ' | ' | 118.7 | ' |
Warrants issued to purchase common stock | 1,281,358 | ' | ' | ' | ' | ' |
Warrants issued to purchase common stock, price per share | $14.05 | ' | ' | ' | ' | ' |
Warrants expiration date | 21-Dec-20 | ' | ' | ' | ' | ' |
Preferred stock Class A and B conversion on completion of IPO | ' | '.25 shares of common stock | ' | ' | ' | ' |
Preference payment made to Class B stockholders | ' | ' | ' | 60 | ' | ' |
Aggregate fair value of preferred stock | ' | ' | ' | ' | ' | $106.40 |
Preferred_Stock_Summary_of_All
Preferred Stock - Summary of Allocation of Proceeds to and Changes in Carrying Value of Class B (Detail) (USD $) | 12 Months Ended |
In Thousands, unless otherwise specified | Sep. 28, 2012 |
Temporary Equity [Line Items] | ' |
Beginning Balance | ' |
Accretion | 2,616 |
Ending Balance | ' |
Class B Preferred Stock [Member] | ' |
Temporary Equity [Line Items] | ' |
Issuance of Class B redeemable convertible preferred stock, net of allocation of proceeds | 34,170 |
Issuance of Class B redeemable convertible preferred stock, net of allocation of proceeds | 75,618 |
Reclassification upon conversion of Class B to common stock | ($78,234) |
Preferred_Stock_Summary_of_Cha
Preferred Stock - Summary of Changes in Carrying Value of Class B Conversion Liability (Detail) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Sep. 28, 2012 | Mar. 31, 2012 |
Convertible Preferred Stock [Line Items] | ' | ' |
Beginning Balance | $81,378 | ' |
Change in estimated fair value | 44,119 | ' |
Payment of Class B preference | 60,000 | ' |
Ending Balance | ' | ' |
Class B Preferred Stock [Member] | ' | ' |
Convertible Preferred Stock [Line Items] | ' | ' |
Beginning Balance | ' | 78,200 |
Payment of Class B preference | -60,000 | ' |
Reclassification upon conversion of Class B to common stock | -65,497 | ' |
Ending Balance | ' | $78,200 |
Stockholders_Equity_Additional
Stockholders' Equity - Additional Information (Detail) (USD $) | 12 Months Ended | |
Oct. 03, 2014 | Sep. 27, 2013 | |
Class of Warrant or Right [Line Items] | ' | ' |
Unvested shares of restricted common stock excluded from outstanding shares | 59,000 | 74,000 |
Common stock warrants per share | $14.05 | ' |
Warrants expire | 21-Dec-20 | ' |
Common Stock [Member] | ' | ' |
Class of Warrant or Right [Line Items] | ' | ' |
Common stock warrants | 1,281,358 | ' |
Stockholders_Equity_Summary_of
Stockholders' Equity - Summary of Activity of Warrant Liability (Detail) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Oct. 03, 2014 | Sep. 27, 2013 |
Statement of Stockholders' Equity [Abstract] | ' | ' |
Beginning Balance | $11,873 | $7,561 |
Change in estimated fair value | 3,928 | 4,312 |
Ending Balance | $15,801 | $11,873 |
RelatedParty_Transactions_Addi
Related-Party Transactions - Additional Information (Detail) (USD $) | 12 Months Ended | ||
Oct. 03, 2014 | Sep. 27, 2013 | Sep. 28, 2012 | |
Related Party Transaction [Line Items] | ' | ' | ' |
Selling, general and administrative expenses | ' | ' | $360,000 |
Minimum service requirements or payment obligations | 0 | ' | ' |
Notice period to terminate agreement | '30 days | ' | ' |
Other income-related party | 118,000 | 372,000 | 185,000 |
Agreement with Ubiquiti Networks, Inc. description | 'Two of the Companybs directors were also directors of Ubiquitibs at such time. Such directors resigned from Ubiqutibs board of directors in October 2013. An affiliate of one of the directors was also an Ubiquiti stockholder. | ' | ' |
Payments for engineering services based on milestone achievement | 500,000 | ' | ' |
Recorded revenue pursuant to the terms of the agreement | 0 | 300,000 | 200,000 |
Director [Member] | ' | ' | ' |
Related Party Transaction [Line Items] | ' | ' | ' |
Recorded revenue pursuant to the terms of the agreement | $150,000 | $242,000 | ' |
Divestitures_Additional_Inform
Divestitures - Additional Information (Detail) (USD $) | 1 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended |
Feb. 28, 2014 | Oct. 03, 2014 | 31-May-14 | Oct. 03, 2014 | |
Product Line One [Member] | Product Line One [Member] | |||
Divestitures [Line Items] | ' | ' | ' | ' |
Gain (loss) on sale of asset | $0 | ' | $0 | ' |
Selling price of wireless business | 12,000,000 | ' | ' | ' |
Cash proceeds from sale of non-core assets | ' | $12,345,000 | ' | $12,000,000 |
Divestitures_Summary_of_Operat
Divestitures - Summary of Operating Results Through Dates of Divestiture Related to Divested Businesses (Detail) (USD $) | 12 Months Ended |
In Thousands, unless otherwise specified | Oct. 03, 2014 |
Income Statement [Abstract] | ' |
Revenue | $2,440 |
Loss before income taxes | -7,381 |
Benefit for income taxes | 2,776 |
Loss from discontinued operations | ($4,605) |
Earnings_Per_Share_Computation
Earnings Per Share - Computation for Basic and Diluted Net Income (Loss) Per Share of Common Stock (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, except Per Share data, unless otherwise specified | Oct. 03, 2014 | Jul. 04, 2014 | Apr. 04, 2014 | Jan. 03, 2014 | Sep. 27, 2013 | Jun. 28, 2013 | Mar. 29, 2013 | Dec. 28, 2012 | Oct. 03, 2014 | Sep. 27, 2013 | Sep. 28, 2012 |
Numerator: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Income (loss) from continuing operations | ' | ' | ' | ' | ' | ' | ' | ' | ($10,718) | $18,196 | ($3,664) |
Loss from discontinued operations | ' | ' | ' | ' | ' | ' | ' | ' | -4,605 | ' | ' |
Net income (loss) | 14,537 | 1,183 | -22,122 | -8,921 | 1,740 | 6,980 | 5,420 | 4,056 | -15,323 | 18,196 | -3,664 |
Accretion to redemption value of redeemable convertible preferred stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -2,616 |
Net income (loss) attributable to common stockholders | ' | ' | ' | ' | ' | ' | ' | ' | ($15,323) | $18,196 | ($6,280) |
Denominator: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted average common shares outstanding-basic | ' | ' | ' | ' | ' | ' | ' | ' | 47,009 | 45,916 | 24,758 |
Weighted average common shares outstanding-diluted | ' | ' | ' | ' | ' | ' | ' | ' | 47,009 | 47,137 | 24,758 |
Common stock earnings per share-basic: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Continuing operations | ' | ' | ' | ' | ' | ' | ' | ' | ($0.23) | $0.40 | ($0.25) |
14 Discontinued operations Discontinued?Operation?Income?Loss?From?Discontinued?Operation?Net?Of?Tax?Per?Basic?Share -0.1 - - | ' | ' | ' | ' | ' | ' | ' | ' | ($0.10) | ' | ' |
Net income (loss) - basic | $0.31 | $0.03 | ($0.47) | ($0.19) | $0.04 | $0.15 | $0.12 | $0.09 | ($0.33) | $0.40 | ($0.25) |
Common stock earnings per share-diluted: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Continuing operations | ' | ' | ' | ' | ' | ' | ' | ' | ($0.23) | $0.39 | ($0.25) |
Discontinued operations | ' | ' | ' | ' | ' | ' | ' | ' | ($0.10) | ' | ' |
Net income (loss) - diluted | $0.30 | $0.02 | ($0.47) | ($0.19) | $0.04 | $0.15 | $0.11 | $0.09 | ($0.33) | $0.39 | ($0.25) |
Options and Warrants [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Denominator: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Dilutive effect of options and warrants | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,221 | ' |
Earnings_Per_Share_Common_Equi
Earnings Per Share - Common Equivalent Shares Excluded from Calculation Net Income Per Share (Detail) | 12 Months Ended | |
In Thousands, unless otherwise specified | Oct. 03, 2014 | Sep. 28, 2012 |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Total common stock equivalent shares excluded | 1,408 | 19,695 |
Stock Options and Restricted Stock [Member] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Total common stock equivalent shares excluded | 1,079 | 1,821 |
Class B Conversion Liability [Member] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Total common stock equivalent shares excluded | ' | 17,733 |
Warrant [Member] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Total common stock equivalent shares excluded | 329 | 141 |
Supplemental_Cash_Flow_Informa1
Supplemental Cash Flow Information - Additional Information (Detail) (USD $) | 0 Months Ended | 12 Months Ended | ||||||
Jun. 30, 2012 | Oct. 03, 2014 | Sep. 27, 2013 | Sep. 28, 2012 | Sep. 30, 2011 | Mar. 31, 2012 | Mar. 31, 2012 | Mar. 31, 2012 | |
Series A-1 [Member] | Series A-2 [Member] | Class B Preferred Stock [Member] | ||||||
Fair Value, Instruments Classified in Shareholders' Equity Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Unpaid amounts related to purchase of assets | ' | $1,000,000 | $2,400,000 | ' | ' | ' | ' | ' |
Assumed indebtedness | ' | 40,900,000 | ' | ' | ' | ' | ' | ' |
Debt paid | ' | 40,900,000 | ' | ' | ' | ' | ' | ' |
Capital contribution of notes payable | 2,100,000 | 3,200,000 | 8,435,000 | 13,645,000 | ' | ' | ' | ' |
Convertible Preferred stock | ' | ' | ' | ' | -81,378,000 | -64,000,000 | -42,400,000 | -78,200,000 |
Class B conversion liability | ' | ' | ' | ' | ' | ' | ' | ($125,500,000) |
Geographic_and_Significant_Cus2
Geographic and Significant Customer Information - Additional Information (Detail) | 12 Months Ended | ||
Oct. 03, 2014 | Sep. 27, 2013 | Sep. 28, 2012 | |
Customer | |||
Segment | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' | ' |
Number of reportable operating segment | 1 | ' | ' |
Number of major customers | 10 | ' | ' |
Concentration risk, percentage | 10.00% | 10.00% | 10.00% |
Sales Revenue, Net [Member] | ' | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' | ' |
Concentration risk, percentage | 60.00% | 59.00% | 55.00% |
Accumulated_Other_Comprehensiv2
Accumulated Other Comprehensive Income - Summary of Accumulated Other Comprehensive Income, Net of Income Taxes (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Oct. 03, 2014 | Sep. 27, 2013 | Sep. 28, 2012 |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ' | ' | ' |
Accumulated other comprehensive income, beginning balance | ($167) | ' | ' |
Foreign currency translation adjustment | -1,097 | -30 | 44 |
Pension adjustment, net of tax | -90 | ' | ' |
Accumulated other comprehensive income, ending balance | -1,354 | -167 | ' |
Foreign Currency Items [Member] | ' | ' | ' |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ' | ' | ' |
Accumulated other comprehensive income, beginning balance | -167 | ' | ' |
Foreign currency translation adjustment | -1,097 | ' | ' |
Accumulated other comprehensive income, ending balance | -1,264 | ' | ' |
Pension Items [Member] | ' | ' | ' |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ' | ' | ' |
Pension adjustment, net of tax | -90 | ' | ' |
Accumulated other comprehensive income, ending balance | ($90) | ' | ' |
Geographic_and_Significant_Cus3
Geographic and Significant Customer Information - Summary of Different Geographic Regions (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Oct. 03, 2014 | Jul. 04, 2014 | Apr. 04, 2014 | Jan. 03, 2014 | Sep. 27, 2013 | Jun. 28, 2013 | Mar. 29, 2013 | Dec. 28, 2012 | Oct. 03, 2014 | Sep. 27, 2013 | Sep. 28, 2012 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue by Geographic Region | $114,317 | $112,364 | $107,827 | $84,154 | $84,675 | $83,477 | $78,843 | $76,076 | $418,662 | $323,071 | $303,336 |
Long-Lived Assets by Geographic Region | 50,357 | ' | ' | ' | 32,735 | ' | ' | ' | 50,357 | 32,735 | ' |
United States [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue by Geographic Region | ' | ' | ' | ' | ' | ' | ' | ' | 213,180 | 189,708 | 160,453 |
Long-Lived Assets by Geographic Region | 42,031 | ' | ' | ' | 26,226 | ' | ' | ' | 42,031 | 26,226 | ' |
International [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue by Geographic Region | ' | ' | ' | ' | ' | ' | ' | ' | 205,482 | 133,363 | 142,883 |
Long-Lived Assets by Geographic Region | $8,326 | ' | ' | ' | $6,509 | ' | ' | ' | $8,326 | $6,509 | ' |
Geographic_and_Significant_Cus4
Geographic and Significant Customer Information - Summary of Different Geographic Regions (Parenthetical) (Detail) | 12 Months Ended | ||
Oct. 03, 2014 | Sep. 27, 2013 | Sep. 28, 2012 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' | ' |
Concentration risk, percentage | 10.00% | 10.00% | 10.00% |
Asia-Pacific Region [Member] | Net Assets, Geographic Area [Member] | ' | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' | ' |
Concentration risk, percentage | 11.00% | 11.00% | ' |
Geographic_and_Significant_Cus5
Geographic and Significant Customer Information - Summary of Customer Concentrations as Percentage of Total Sales and Accounts Receivable (Detail) | 12 Months Ended | ||
Oct. 03, 2014 | Sep. 27, 2013 | Sep. 28, 2012 | |
Revenue from External Customer [Line Items] | ' | ' | ' |
Concentration risk, percentage | 10.00% | 10.00% | 10.00% |
Sales Revenue, Net [Member] | ' | ' | ' |
Revenue from External Customer [Line Items] | ' | ' | ' |
Concentration risk, percentage | 60.00% | 59.00% | 55.00% |
Customera [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | ' | ' | ' |
Revenue from External Customer [Line Items] | ' | ' | ' |
Concentration risk, percentage | 16.00% | 21.00% | ' |
Customera [Member] | Sales Revenue, Net [Member] | Customer Concentration Risk [Member] | ' | ' | ' |
Revenue from External Customer [Line Items] | ' | ' | ' |
Concentration risk, percentage | 19.00% | 25.00% | 16.00% |
Customer B [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | ' | ' | ' |
Revenue from External Customer [Line Items] | ' | ' | ' |
Concentration risk, percentage | 16.00% | 18.00% | ' |
Customer B [Member] | Sales Revenue, Net [Member] | Customer Concentration Risk [Member] | ' | ' | ' |
Revenue from External Customer [Line Items] | ' | ' | ' |
Concentration risk, percentage | 15.00% | 16.00% | 18.00% |
Quarterly_Financial_Data_Sched
Quarterly Financial Data - Schedule of Quarterly Financial Data (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, except Per Share data, unless otherwise specified | Oct. 03, 2014 | Jul. 04, 2014 | Apr. 04, 2014 | Jan. 03, 2014 | Sep. 27, 2013 | Jun. 28, 2013 | Mar. 29, 2013 | Dec. 28, 2012 | Oct. 03, 2014 | Sep. 27, 2013 | Sep. 28, 2012 |
Quarterly Financial Information Disclosure [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue | $114,317 | $112,364 | $107,827 | $84,154 | $84,675 | $83,477 | $78,843 | $76,076 | $418,662 | $323,071 | $303,336 |
Gross profit | 56,189 | 50,214 | 26,863 | 35,722 | 36,590 | 35,504 | 32,833 | 31,486 | 168,988 | 136,413 | 134,123 |
Net income (loss) | $14,537 | $1,183 | ($22,122) | ($8,921) | $1,740 | $6,980 | $5,420 | $4,056 | ($15,323) | $18,196 | ($3,664) |
Net income (loss) - basic | $0.31 | $0.03 | ($0.47) | ($0.19) | $0.04 | $0.15 | $0.12 | $0.09 | ($0.33) | $0.40 | ($0.25) |
Net income (loss) - diluted | $0.30 | $0.02 | ($0.47) | ($0.19) | $0.04 | $0.15 | $0.11 | $0.09 | ($0.33) | $0.39 | ($0.25) |
Quarterly_Financial_Data_Sched1
Quarterly Financial Data - Schedule of Quarterly Financial Data (Parenthetical) (Detail) (USD $) | 3 Months Ended | 12 Months Ended |
In Thousands, unless otherwise specified | Sep. 27, 2013 | Sep. 27, 2013 |
Quarterly Financial Information Disclosure [Abstract] | ' | ' |
Litigation settlement | $7,300 | $7,250 |
Subsequent_Events_Additional_I
Subsequent Events - Additional Information (Detail) (Subsequent Event [Member], BinOptics Corporation [Member], USD $) | 0 Months Ended |
In Thousands, unless otherwise specified | Nov. 17, 2014 |
Subsequent Event [Member] | BinOptics Corporation [Member] | ' |
Subsequent Event [Line Items] | ' |
Aggregate consideration payable | $230,000 |