Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Dec. 28, 2018 | Feb. 01, 2019 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | MACOM TECHNOLOGY SOLUTIONS HOLDINGS, INC. | |
Entity Central Index Key | 1,493,594 | |
Document Type | 10-Q | |
Document Period End Date | Dec. 28, 2018 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --09-27 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2,019 | |
Entity Common Stock, Shares Outstanding | 65,385,338 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Dec. 28, 2018 | Sep. 28, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 87,089 | $ 94,676 |
Short-term investments | 98,670 | 98,221 |
Accounts receivable (less allowances of $6,340 and $6,795, respectively) | 109,683 | 97,375 |
Inventories | 120,858 | 122,837 |
Income tax receivable | 17,820 | 17,601 |
Assets held for sale | 0 | 4,840 |
Prepaid and other current assets | 25,308 | 23,311 |
Total current assets | 459,428 | 458,861 |
Property and equipment, net | 148,884 | 149,923 |
Goodwill | 314,340 | 314,076 |
Intangible assets, net | 492,317 | 512,785 |
Deferred income taxes | 2,285 | 2,272 |
Other investments | 26,538 | 31,094 |
Other long-term assets | 14,051 | 13,484 |
TOTAL ASSETS | 1,457,843 | 1,482,495 |
Current liabilities: | ||
Current portion of lease payable | 1,131 | 467 |
Current portion of long-term debt | 6,885 | 6,885 |
Accounts payable | 32,567 | 41,951 |
Accrued liabilities | 45,064 | 49,945 |
Deferred revenue | 7,532 | |
Contract liabilities | 12,532 | 7,757 |
Total current liabilities | 93,179 | 107,005 |
Lease payable, less current portion | 29,545 | 29,023 |
Long-term debt, less current portion | 659,318 | 658,372 |
Warrant liability | 7,661 | 13,129 |
Deferred income taxes | 442 | 389 |
Other long-term liabilities | 10,442 | 5,902 |
Total liabilities | 800,587 | 813,820 |
Stockholders’ equity: | ||
Common stock | 65 | 65 |
Treasury stock, at cost | (330) | (330) |
Accumulated other comprehensive income | 2,841 | 2,188 |
Additional paid-in capital | 1,086,052 | 1,074,728 |
Accumulated deficit | (431,372) | (407,976) |
Total stockholders’ equity | 657,256 | 668,675 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 1,457,843 | $ 1,482,495 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Dec. 28, 2018 | Sep. 28, 2018 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowances | $ 6,340 | $ 6,795 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Dec. 28, 2018 | Dec. 29, 2017 | |
Income Statement [Abstract] | ||
Revenue | $ 150,689 | $ 130,925 |
Cost of revenue | 74,064 | 69,971 |
Gross profit | 76,625 | 60,954 |
Operating expenses: | ||
Research and development | 43,525 | 41,651 |
Selling, general and administrative | 42,519 | 37,634 |
Restructuring charges | 4,978 | 4,662 |
Total operating expenses | 91,022 | 83,947 |
Loss from operations | (14,397) | (22,993) |
Other (expense) income | ||
Warrant liability gain | 5,468 | 14,608 |
Interest expense, net | (8,773) | (7,239) |
Other (expense) income | (4,569) | 7 |
Total other (expense) income, net | (7,874) | 7,376 |
Loss before income taxes | (22,271) | (15,617) |
Income tax expense | 1,125 | 1,353 |
Loss from continuing operations | (23,396) | (16,970) |
Loss from discontinued operations | 0 | (5,599) |
Net loss | $ (23,396) | $ (22,569) |
Basic loss per share: | ||
Loss from continuing operations | $ (0.358) | $ (0.26) |
Loss from discontinued operations | 0 | (0.09) |
Loss per share - basic | (0.36) | (0.35) |
Diluted loss per share: | ||
Loss from continuing operations | (0.441) | (0.49) |
Loss from discontinued operations | 0 | (0.09) |
Loss per share - diluted | $ (0.44) | $ (0.57) |
Shares used: | ||
Basic (in shares) | 65,277 | 64,325 |
Diluted (in shares) | 65,444 | 65,109 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 28, 2018 | Dec. 29, 2017 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (23,396) | $ (22,569) |
Unrealized loss on short-term investments, net of tax | (256) | (267) |
Foreign currency translation gain, net of tax | 909 | 289 |
Other comprehensive income, net of tax | 653 | 22 |
Total comprehensive loss | $ (22,743) | $ (22,547) |
Condensed Consolidated Statem_3
Condensed Consolidated Statement of Stockholders' Equity (Unaudited) - USD ($) $ in Thousands | Total | Common Stock | Treasury Stock [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] |
Treasury Stock, Shares | (23,000) | |||||
Balance at beginning of period (in shares) at Sep. 28, 2018 | 65,202,000 | |||||
Balance at beginning of period at Sep. 28, 2018 | $ 668,675 | $ 65 | $ (330) | $ 2,188 | $ 1,074,728 | $ (407,976) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Stock option exercises (in shares) | (100) | |||||
Vesting of restricted common stock and units (in shares) | 55,000 | |||||
Vesting of restricted common stock and units | $ 0 | $ 0 | ||||
Issuance of common stock pursuant to employee stock purchase plan (in shares) | 156,000 | |||||
Issuance of common stock pursuant to employee stock purchase plan | 2,392 | 2,392 | ||||
Shares repurchased for stock withholdings on restricted stock awards (in shares) | (18,000) | |||||
Shares repurchased for stock withholdings on restricted stock awards | (341) | (341) | ||||
Share-based compensation | 9,273 | 9,273 | ||||
Other comprehensive income, net of tax | 653 | 653 | ||||
Net loss | (23,396) | (23,396) | ||||
Balance at end of period (in shares) at Dec. 28, 2018 | 65,395,000 | |||||
Balance at end of period at Dec. 28, 2018 | $ 657,256 | $ 65 | $ (330) | $ 2,841 | $ 1,086,052 | $ (431,372) |
Treasury Stock, Shares | (23,000) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 28, 2018 | Dec. 29, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (23,396) | $ (22,569) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and intangibles amortization | 28,184 | 26,874 |
Share-based compensation | 9,273 | 9,992 |
Warrant liability gain | (5,468) | (14,608) |
Deferred financing cost amortization | 1,015 | 1,029 |
Deferred income taxes | 27 | 403 |
Restructuring and impairment related charges | 2,746 | 0 |
Loss on minority equity investment | 4,556 | 0 |
Changes in assets held for sale from discontinued operations | 0 | (6,219) |
Other adjustments, net | 214 | 1,190 |
Change in operating assets and liabilities: | ||
Accounts receivable | (12,308) | 38,874 |
Inventories | 1,985 | (8,017) |
Prepaid expenses and other assets | 2,584 | (6,583) |
Accounts payable | (6,905) | (14,445) |
Accrued and other liabilities | 145 | (2,225) |
Income taxes | 257 | (3,162) |
Net cash provided by operating activities | 2,909 | 534 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Acquisition of businesses, net | (375) | 0 |
Purchases of property and equipment | (11,521) | (13,823) |
Proceeds from sales and maturities of short-term investments | 68,034 | 57,382 |
Purchases of short-term investments | (68,484) | (17,987) |
Purchases of other investments | 0 | (5,000) |
Proceeds associated with discontinued operations | 0 | (263) |
Net cash (used in) provided by investing activities | (12,346) | 20,309 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from stock option exercises and employee stock purchases | 2,392 | 3,241 |
Payments on notes payable | 0 | (1,721) |
Payments of capital leases and assumed debt | (185) | (216) |
Repurchase of common stock | (341) | (259) |
Net cash provided by financing activities | 1,866 | 1,045 |
Foreign currency effect on cash | (16) | 93 |
NET CHANGE IN CASH AND CASH EQUIVALENTS | (7,587) | 21,981 |
CASH AND CASH EQUIVALENTS — Beginning of period | 94,676 | $ 130,104 |
CASH AND CASH EQUIVALENTS — End of period | $ 87,089 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Dec. 28, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Unaudited Interim Financial Information —The accompanying unaudited, condensed consolidated financial statements have been prepared according to the rules and regulations of the United States (the “U.S.”) Securities and Exchange Commission (“SEC”) and, in the opinion of management, reflect all adjustments, which include normal recurring adjustments, necessary for a fair statement of the condensed consolidated balance sheets, condensed consolidated statements of operations, condensed consolidated statement of comprehensive loss, condensed consolidated statement of stockholders' equity and condensed consolidated statements of cash flows of MACOM Technology Solutions Holdings, Inc. (“MACOM”, the “Company”, “us”, “we” or “our”) for the periods presented. We prepare our interim financial information using the same accounting principles we use for our annual audited consolidated financial statements. Certain information and note disclosures normally included in the annual audited consolidated financial statements have been condensed or omitted in accordance with prescribed SEC rules. We believe that the disclosures made in our condensed consolidated financial statements and the accompanying notes are adequate to make the information presented not misleading. The consolidated balance sheet at September 28, 2018 is as reported in our audited consolidated financial statements as of that date. Our accounting policies are described in the notes to our September 28, 2018 consolidated financial statements, which were included in our Annual Report on Form 10-K for our fiscal year ended September 28, 2018 filed with the SEC on November 16, 2018 . We recommend that the financial statements included in this Quarterly Report on Form 10-Q be read in conjunction with the consolidated financial statements and notes included in our Annual Report on Form 10-K for our fiscal year ended September 28, 2018 . Principles of Consolidation— We have one reportable segment, semiconductors and modules. The accompanying consolidated financial statements include our accounts and the accounts of our majority-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. We have a 52- or 53-week fiscal year ending on the Friday closest to the last day of September. The fiscal years 2019 and 2018 include 52 weeks. To offset the effect of holidays, for fiscal years in which there are 53 weeks, we typically include the extra week arising in such fiscal years in the first quarter. 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, we base 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. Revenue Recognition— Substantially all of our revenue is derived from sales of high-performance radio frequency ("RF"), microwave, millimeterwave and lightwave semiconductor solutions into three primary markets: Telecom, Data Centers and Industrial and Defense ("I&D"). Revenue is recognized when a customer obtains control of products or services, in an amount that reflects the consideration which we expect to receive in exchange for those goods or services. To determine revenue recognition for arrangements within the scope of Accounting Standards Codification ("ASC") 606, Revenue from Contracts with Customers , we perform the following five steps: (1) identify the contract(s) with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when (or as) we satisfy performance obligations. Sales, value add and other taxes collected on behalf of third parties are excluded from revenue. Our revenue arrangements do not contain significant financing components. Contracts with our customers principally contain only one distinct performance obligation, which is the sale of products. However, due to multiple products potentially being sold on a single order, we are required to allocate consideration based on the estimated relative standalone selling prices of the promised products. Our revenue is recognized when the customer obtains control of the product or services, which generally occurs at a point in time, and is based on the contractual shipping terms of a contract. We also have immaterial non-product revenue for which revenue is generally recognized overtime. For each contract, the promise to transfer the control of the products or services, each of which is individually distinct, is considered to be the identified performance obligation. We provide an assurance type warranty which is not sold separately and does not represent a separate performance obligation. Therefore, we account for such warranties under ASC 460, Guarantees , and the estimated costs of warranty claims are generally accrued as cost of revenue in the period the related revenue is recorded. We have agreements with certain customers which may include certain rights of return and pricing programs, including returns for aged inventory, stock rotation and price protection which affect the transaction price. Sales to these customers and programs offered are in accordance with terms set forth in written agreements, which require us to assess the potential revenue effects of this variable consideration utilizing the expected value method. Variable consideration is included in the transaction price if, in our judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur. As such, revenue on sales to customers that include rights of return and pricing programs are recorded net of estimated variable consideration, utilizing the expected value method based on historical sales data. We believe that the judgments and estimates we utilize are reasonable based upon current facts and circumstances, however utilizing different judgments and estimates could result in different amounts. Practical Expedients and Elections — ASC 606 requires that we disclose the aggregate amount of transaction price that is allocated to performance obligations that have not yet been satisfied as of the reporting periods presented. The guidance provides certain practical expedients that limit this requirement and, therefore, we do not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which revenue is recognized at the amount to which we have the right to invoice for services performed. We have elected not to disclose the aggregate amount of transaction prices associated with unsatisfied or partially unsatisfied performance obligations for contracts where these criteria are met. Our policy is to capitalize any incremental costs incurred to obtain a customer contract, only to the extent that the benefit associated with the costs is expected to be longer than one year. Capitalizable contract costs were not significant both at the date of adoption and as of December 28, 2018 . We account for shipping and handling activities related to contracts with customers as costs to fulfill the promise to transfer the associated products. When shipping and handling costs are incurred after a customer obtains control of the products, we have elected to account for these as costs to fulfill the promise and not as a separate performance obligation. Shipping and handling costs associated with the distribution of products to customers are recorded in costs of revenue generally when the related product is shipped to the customer. Recent Accounting Pronouncements —Our Recent Accounting Pronouncements are described in the notes to our September 28, 2018 consolidated financial statements, which were included in our Annual Report on Form 10-K for our fiscal year ended September 28, 2018 . Pronouncements Adopted in Fiscal Year 2019 We adopted Accounting Standards Update ("ASU") 2014-09, Revenue from Contracts with Customers, on September 29, 2018. The FASB subsequently issued several amendments and updates to the new revenue standard. We refer to ASU 2014-09 and its related ASUs as "ASC 606". We applied ASC 606 using the modified retrospective method and elected to apply this initial application of the standard only to contracts that are not completed at the date of initial application. We have analyzed this effect and found the adoption of the new guidance did not have a material impact on our consolidated financial statements as of the adoption date and for the period ended December 28, 2018. The reported results for our fiscal year 2019 reflect the application of ASC 606 guidance while the reported results for our fiscal year 2018 were prepared under the guidance of ASC 605, Revenue Recognition . We adopted ASU 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities, on September 29, 2018. In February 2018 the FASB issued further amendments to this guidance. This update made amendments to the guidance in generally accepted accounting principles in the U.S. ("GAAP") on the classification and measurement of financial instruments. The new standard significantly revised an entity's accounting related to (1) the classification and measurement of investments in equity securities and (2) the presentation of certain fair value changes for financial liabilities measured at fair value. It also amended certain disclosure requirements associated with the fair value of financial instruments. The adoption of this update did not have a material impact on our consolidated financial statements and related disclosures. We adopted ASU 2016-15, Classification of Certain Cash Receipts and Cash Payments, on September 29, 2018. This update addressed debt prepayment or debt extinguishment costs, settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims, proceeds from the settlement of corporate-owned life insurance policies, distributions received from equity method investees, beneficial interests in securitization transactions and separately identifiable cash flows and application of the predominance principle. The adoption of this update did not have a material impact on our consolidated financial statements and related disclosures. We adopted ASU 2016-16, Intra-Entity Transfers of Assets Other Than Inventory, on September 29, 2018. This update amended the guidance on recognizing the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. Consequently, the amendment eliminated the exception for an intra entity transfer of an asset other than inventory. The adoption of this updated standard did not have a material impact on our consolidated financial statements and related disclosures. Pronouncements for Adoption in Subsequent Periods In February 2016, the FASB issued ASU 2016-02, Leases ("Topic 842"). In September 2017 and January, July and December 2018, the FASB issued additional guidance related to Topic 842. The new standard increases transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. Certain qualitative and quantitative disclosures are required, as well as a retrospective recognition and measurement of impacted leases. The new guidance is effective for fiscal years and interim periods within those years beginning after December 15, 2018, with early adoption permitted. We are evaluating the effect that the updated standard will have on our consolidated financial statements and related disclosures and we anticipate that this new guidance will materially impact our financial statements as we have a significant number of operating leases. |
Revenue (Notes)
Revenue (Notes) | 3 Months Ended |
Dec. 28, 2018 | |
Revenue [Abstract] | |
Revenue from Contract with Customer [Text Block] | 2. REVENUE Disaggregation of Revenue We disaggregate revenue from contracts with customers by markets and geography, as we believe it best depicts how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. The following tables presents our revenue disaggregated by markets and geography (in thousands): Three Months Ended December 28, 2018 December 29, 2017 Revenue by Market: Industrial & Defense $ 57,283 $ 40,714 Data Center 43,247 34,761 Telecom 50,159 55,450 Total $ 150,689 $ 130,925 Three Months Ended December 28, 2018 December 29, 2017 Revenue by Geographic Region: United States $ 68,118 $ 55,356 China 44,622 37,688 Asia Pacific, excluding China (1) 23,415 22,886 Other Countries (2) 14,534 14,995 Total $ 150,689 $ 130,925 (1) Asia Pacific represents Taiwan, Japan, Singapore, India, Thailand, South Korea, Australia, Malaysia, New Zealand, the Philippines and Vietnam. (2) No international country or region represented greater than 10% of the total revenue as of the dates presented, other than China and the Asia Pacific region as presented above. Contract Balances We record contract assets or contract liabilities depending on the timing of revenue recognition, billings and cash collections on a contract-by-contract basis. Our contract liabilities primarily relate to the deferred revenue, including advance consideration received from customers for contracts prior to the transfer of control to the customer, and therefore revenue is recognized on delivery of products and services. The following table presents the changes in contract liabilities during the three months ended December 28, 2018 (in thousands): December 28, 2018 September 28, 2018 $ Change % Change Contract liabilities $ 12,532 $ 7,757 $ (4,775 ) (62 )% As of December 28, 2018 , approximately $5.0 million of our contract liabilities were recorded as other long term liabilities on our balance sheet with the remainder recorded as deferred revenue. The change in contract liabilities during the three months ended December 28, 2018 was primarily from the deferral of revenue for funds received prior to when the customer obtains control of the product or services. During the three months ended December 28, 2018 , we recognized the following net sales as a result of changes in the contract liabilities balance (in thousands): Three Months Ended Net revenue recognized in the period from: Amounts included in contract liabilities at the beginning of the period $ 323 |
Discontinued Operations
Discontinued Operations | 3 Months Ended |
Dec. 28, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | DISCONTINUED OPERATIONS Divested Business On May 10, 2018, we completed the sale and transfer of certain assets associated with our Japan-based long-range optical subassembly business (the “LR4 Business”), pursuant to an Asset Purchase and Intellectual Property License Agreement, dated April 30, 2018 (the “LR4 Agreement”). The LR4 Agreement provided that the buyer would pay us $5.0 million within 30 days following the closing of the transactions contemplated by the LR4 Agreement, provide us with the opportunity to supply components, and would pay us further amounts to be determined for inventory and fixed assets within 60 days of receipt of required government approvals. As of December 28, 2018 , we have received $5.0 million of consideration and expect additional consideration before the end of fiscal 2019 of $12.2 million , net of tax, which has been recorded as other current assets. As of September 28, 2018, $7.4 million had been recorded as other current assets and $4.8 million had been recorded as assets held for sale, as the assets had not been transferred to the buyer as of September 28, 2018. As a result of the transaction, during fiscal year 2018 we recorded a loss on disposal of $34.3 million associated with the LR4 Business as other expense, comprised of expected proceeds of $17.2 million , subject to receipt of required government approvals, less the carrying value of assets sold, primarily including customer relationship intangible assets of $27.7 million , inventory of $13.7 million , fixed assets of $7.6 million and goodwill of $2.6 million . The transaction did not meet the criteria of discontinued operations. We also entered into a transition services agreement (the "LR4 TSA") with the buyer, pursuant to which we agreed to incur up to $2.0 million of operating expenses for certain ongoing administrative services to support the buyer for up to six months after the closing of the transaction. During the three months ended December 28, 2018 , we have incurred no expenses associated with the LR4 TSA. Discontinued Operations On October 27, 2017, we entered into a purchase agreement to sell the Compute business. In consideration for the transfer and sale of the Compute business, we received an equity interest in the buyer, a privately held limited liability company ("Compute"), valued at approximately $36.5 million , and representing less than 20.0% of Compute's total outstanding equity. The operations of the Compute business were accounted for as discontinued operations through the date of divestiture. We also entered into a transition services agreement (the "Compute TSA"), pursuant to which we agreed to perform certain primarily general and administrative functions on Compute's behalf during a migration period and for which we are reimbursed for costs incurred. During the three months ended December 28, 2018 , we received $0.1 million of reimbursements under the Compute TSA, which was recorded as a reduction of our general and administrative expenses. During the three months ended December 29, 2017 , we received no reimbursements under the Compute TSA. The accompanying consolidated statements of operations include the following operating results related to these discontinued operations (in thousands): Three Months Ended December 29, 2017 Revenue $ (2 ) Cost of revenue (540 ) Gross profit 538 Operating expenses: Research and development 4,710 Selling, general and administrative 1,427 Total operating expenses 6,137 Loss from operations (5,599 ) Loss before income taxes (5,599 ) Income tax provision — Loss from discontinued operations $ (5,599 ) Cash flow from operating activities (10,309 ) |
Short Term Investments
Short Term Investments | 3 Months Ended |
Dec. 28, 2018 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments | INVESTMENTS Our short-term investments are invested in corporate bonds and commercial paper, and are classified as available-for-sale. The amortized cost, gross unrealized holding gains or losses, and fair value of our investments by major investment type as of December 28, 2018 and September 28, 2018 are summarized in the tables below (in thousands): December 28, 2018 Amortized Cost Gross Unrealized Holding Gains Gross Unrealized Holding Losses Aggregate Fair Value Corporate bonds $ 28,879 $ — $ (633 ) $ 28,246 Commercial paper 70,523 — (99 ) 70,424 Total short-term investments $ 99,402 $ — $ (732 ) $ 98,670 September 28, 2018 Amortized Cost Gross Unrealized Holding Gains Gross Unrealized Holding Losses Aggregate Fair Value Corporate bonds $ 28,731 $ — $ (460 ) $ 28,271 Commercial paper 69,966 — (16 ) 69,950 Total short-term investments $ 98,697 $ — $ (476 ) $ 98,221 The contractual maturities of investments were as follows (in thousands): December 28, 2018 September 28, 2018 Less than 1 year $ 71,162 $ 70,200 Over 1 year 27,508 28,021 Total short-term investments $ 98,670 $ 98,221 Available-for-sale investments are reported at fair value and as such, their associated unrealized gains and losses are reported as a separate component of stockholders’ equity within accumulated other comprehensive income. Other Investments — As of December 28, 2018 , we held two non-marketable equity investments classified as other long-term investments. One of these is an investment in a Series B preferred stock ownership of a privately held manufacturing corporation with preferred liquidation rights over other equity shares. As the equity securities do not have a readily determinable fair value and do not qualify for the practical expedient under ASC 820 we have elected to hold this investment at cost less any impairment. As of December 28, 2018 , the cost of this investment was $5.0 million . We evaluate this investment for impairment at each balance sheet date, and through December 28, 2018 no impairment has been recorded for this investment. In addition, we have a minority investment of less than 20.0% of the outstanding equity of Compute that was acquired in conjunction with the divestiture of the Compute business during the fiscal quarter ended December 29, 2017 and had an initial value of $36.5 million . We have no obligation to provide further funding to Compute. This was a non-cash transaction as we contributed net assets valued at approximately $36.5 million in exchange for this equity interest. This investment value is updated quarterly based on our proportionate share of the losses or earnings of Compute utilizing the equity method. During the three months ended December 28, 2018 we recorded a $4.6 million loss associated with this investment as other expense in our consolidated statements of operations. During the three months ended December 29, 2017 , no loss associated with this investment was recorded. As of December 28, 2018 , the carrying value of this investment was $21.5 million . |
Fair Value
Fair Value | 3 Months Ended |
Dec. 28, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value | FAIR VALUE We group our financial assets and liabilities measured at fair value on a recurring basis in three levels, based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value. These levels are: Level 1 - Quoted prices in active markets for identical assets or liabilities. Level 2 - Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets with insufficient volume or infrequent transactions (less active markets), or model-driven valuations in which all significant inputs are observable or can be derived principally from, or corroborated with, observable market data. Level 3 - Fair value is derived from valuation techniques in which one or more significant inputs are unobservable, including assumptions and judgments made by us. Assets and Liabilities Measured and Recorded at Fair Value on a Recurring Basis We measure certain assets and liabilities at fair value on a recurring basis such as our financial instruments and derivatives. There have been no transfers between Level 1, 2 or 3 assets or liabilities during the three months ended December 28, 2018 . Assets and liabilities measured at fair value on a recurring basis consist of the following (in thousands): December 28, 2018 Fair Value Active Markets for Identical Assets (Level 1) Observable Inputs (Level 2) Unobservable Inputs (Level 3) Assets Money market funds $ 52 $ 52 $ — $ — Commercial paper 70,424 — 70,424 — Corporate bonds 28,246 — 28,246 — Total assets measured at fair value $ 98,722 $ 52 $ 98,670 $ — Liabilities Contingent consideration $ 650 $ — $ — $ 650 Common stock warrant liability 7,661 — — 7,661 Total liabilities measured at fair value $ 8,311 $ — $ — $ 8,311 September 28, 2018 Fair Value Active Markets for Identical Assets (Level 1) Observable Inputs (Level 2) Unobservable Inputs (Level 3) Assets Money market funds $ 253 $ 253 $ — $ — Commercial paper 69,950 — 69,950 — Corporate bonds 28,271 — 28,271 — Total assets measured at fair value $ 98,474 $ 253 $ 98,221 $ — Liabilities Contingent consideration $ 585 $ — $ — $ 585 Common stock warrant liability 13,129 — — 13,129 Total liabilities measured at fair value $ 13,714 $ — $ — $ 13,714 As of December 28, 2018 and September 28, 2018 , the fair value of the common stock warrants has been estimated using a Black-Scholes option pricing model. The quantitative information utilized in the fair value calculation of our Level 3 liabilities is as follows: Inputs Liabilities Valuation Technique Unobservable Input December 28, 2018 September 28, 2018 Contingent consideration Discounted cash flow Discount rate 9.2% 9.2% Probability of achievement 100% 90% Timing of cash flows 1 month 1 month Warrant liability Black-Scholes model Volatility 66.7% 60.7% Discount rate 2.52% 2.81% Expected life 2.0 years 2.2 years Exercise price $14.05 $14.05 Stock price $15.00 $20.60 Dividend rate —% —% The fair values of the contingent consideration liabilities were estimated based upon a risk-adjusted present value of the probability-weighted expected payments by us. Specifically, we 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. The changes in liabilities with inputs classified within Level 3 of the fair value hierarchy consist of the following (in thousands): September 28, Net Realized/Unrealized Losses (Gains) Included in Earnings Purchases and Issuances Sales and Settlements December 28, Contingent consideration $ 585 $ 65 $ — $ — $ 650 Common stock warrant liability $ 13,129 $ (5,468 ) $ — $ — $ 7,661 September 29, Net Realized/Unrealized Gains Included in Earnings Purchases and Issuances Sales and Settlements December 29, Contingent consideration $ 1,679 $ (573 ) $ — $ — $ 1,106 Common stock warrant liability $ 40,775 $ (14,608 ) $ — $ — $ 26,167 |
Inventories
Inventories | 3 Months Ended |
Dec. 28, 2018 | |
Inventory Disclosure [Abstract] | |
Inventories | INVENTORIES Inventories, net of reserves, consist of the following (in thousands): December 28, September 28, Raw materials $ 69,880 $ 71,408 Work-in-process 10,555 13,466 Finished goods 40,423 37,963 Total inventory, net $ 120,858 $ 122,837 |
Property, Plant and Equipment
Property, Plant and Equipment | 3 Months Ended |
Dec. 28, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment consists of the following (in thousands): December 28, September 28, Construction in process $ 23,724 $ 49,661 Machinery and equipment 178,103 174,638 Leasehold improvements 14,004 14,984 Furniture and fixtures 3,496 2,306 Computer equipment and software 18,113 17,317 Capital lease assets 45,059 19,380 Total property and equipment $ 282,499 $ 278,286 Less accumulated depreciation and amortization (133,615 ) (128,363 ) Property and equipment, net $ 148,884 $ 149,923 Depreciation and amortization expense related to property, plant and equipment for the three months ended December 28, 2018 was $7.6 million . Depreciation and amortization expense related to property, plant and equipment for the three months ended December 29, 2017 was $7.7 million . Accumulated depreciation on capital lease assets as of December 28, 2018 and September 28, 2018 was $3.7 million and $3.2 million , respectively. |
Debt
Debt | 3 Months Ended |
Dec. 28, 2018 | |
Debt Disclosure [Abstract] | |
Debt | DEBT As of December 28, 2018 , we are party to a credit agreement dated as of May 8, 2014 with a syndicate of lenders and Goldman Sachs Bank USA ("Goldman Sachs"), as administrative agent (as amended on February 13, 2015, August 31, 2016, March 10, 2017, May 19, 2017, May 2, 2018 and May 9, 2018, the “Credit Agreement”). As of December 28, 2018 , the Credit Agreement consisted of term loans with an aggregate principal amount of $700.0 million (“Term Loans”) and a revolving credit facility with an aggregate borrowing capacity of $160.0 million (the "Revolving Facility"). The Revolving Facility will mature in November 2021 and the Term Loans will mature in May 2024 and bear interest at: (i) for LIBOR loans for any interest period, a rate per annum equal to the LIBOR rate as determined by the administrative agent, plus an applicable margin of 2.25% ; and (ii) for base rate loans, a rate per annum equal to the greater of (a) the prime rate quoted in the print edition of the Wall Street Journal, Money Rates Section, (b) the federal funds rate plus one-half of 1.00% and (c) the LIBOR rate applicable to a one-month interest period plus 1.00% (but, in each case, not less than 1.00% ), plus an applicable margin of 1.25% . All principal amounts outstanding and interest rate information as of December 28, 2018 , for the Credit Agreement were as follows (in thousands, except rate data): Principal Outstanding LIBOR Rate Margin Effective Interest Rate Term loans $679,856 2.34% 2.25% 4.59% As of December 28, 2018 , approximately $10.1 million of deferred financing costs remain unamortized, of which $9.3 million is related to the Term Loans and is recorded as a direct reduction of the recognized debt liabilities in our accompanying consolidated balance sheet, and $0.8 million is related to the Revolving Facility and is recorded in other long-term assets in our accompanying consolidated balance sheet. The Term Loans and Revolving Facility are secured by a first priority lien on substantially all of our assets and provide that we must comply with certain financial and non-financial covenants. The Term Loans are payable in quarterly principal installments of approximately $1.7 million on the last business day of each calendar quarter, with the remainder due on the maturity date. In the event that we divest a business, the net cash proceeds of the divestment are generally required, subject to certain exceptions, to be applied to repayment of outstanding Term Loans except to the extent we reinvest such proceeds in assets useful for our business within 18 months of receiving the proceeds. If we enter into a binding agreement to reinvest such proceeds within 18 months of receiving them, we have until the later of 18 months following our receipt of the proceeds and 6 months following the date of such agreement to complete the reinvestment. As of December 28, 2018 , we had $160.0 million of borrowing capacity under our Revolving Facility. As of December 28, 2018 , the following remained outstanding on the Term Loans (in thousands): Principal balance $ 679,856 Unamortized discount (4,321 ) Unamortized deferred financing costs (9,332 ) Total term loans $ 666,203 Current portion 6,885 Long-term, less current portion $ 659,318 As of December 28, 2018 , the minimum principal payments under the Term Loans in future fiscal years were as follows (in thousands): 2019 (remainder of fiscal year) $ 6,885 2020 6,885 2021 6,885 2022 6,885 2023 6,885 Thereafter 645,431 Total $ 679,856 The fair value of the Term Loans was estimated to be approximately $689.2 million as of December 28, 2018 and September 28, 2018 , and was determined using Level 2 inputs, including a quoted rate from a bank. |
Capital Lease and Financing Obl
Capital Lease and Financing Obligations Capital Lease and Financing Obligations | 3 Months Ended |
Dec. 28, 2018 | |
Leases [Abstract] | |
Capital Lease Obligations | . CAPITAL LEASE AND FINANCING OBLIGATIONS Corporate Facility Financing Obligation On December 28, 2016, we entered into three lease agreements including a 20 year leaseback of a facility located at 100 Chelmsford Street, a 20 year build-to-suit lease arrangement for the construction and subsequent lease back, commenced on October 1, 2018, of a new facility located at 144 Chelmsford Street, and a 14 year building lease renewal of an adjacent facility at 121 Hale Street, collectively the “Lowell Leases”. The Lowell Leases are accounted for by us as a single unit of accounting, and are accounted for under the financing method. As of October 1, 2018, the construction of the facility at 144 Chelmsford Street was completed, the building was placed in service and the associated lease term commenced. We calculated a lease obligation based on the future minimum lease payments discounted at 7.2% as of October 1, 2018. The discount rate represents the estimated incremental borrowing rate over the lease term of 20 years. The minimum lease payments are recorded as interest expense and in part as a payment of principal reducing the lease obligation. The real property assets in the transaction remain on the consolidated balance sheets and continue to be depreciated over the remaining useful lives. As of December 28, 2018 and September 28, 2018 , the outstanding lease obligations associated with the Lowell Leases included in leases payable in the consolidated balance sheets, were approximately $28.5 million and $28.3 million , respectively. Additionally, we have certain capital equipment lease obligations, of which approximately $2.2 million and $1.2 million was outstanding as of December 28, 2018 and September 28, 2018 , respectively. As of December 28, 2018 , future minimum payments under capital lease obligations were as follows (in thousands): Fiscal year ending: Amount 2019 (remainder of fiscal year) $ 2,495 2020 3,308 2021 3,231 2022 2,638 2023 2,563 Thereafter 42,247 Total minimum capital lease payments 56,482 Less amount representing interest (27,515 ) Present value of net minimum capital lease payments $ 28,967 |
Intangible Assets
Intangible Assets | 3 Months Ended |
Dec. 28, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | INTANGIBLE ASSETS Amortization expense related to intangible assets is as follows (in thousands): Three Months Ended December 28, December 29, Cost of revenue $ 8,052 $ 8,147 Selling, general and administrative 12,519 10,993 Total $ 20,571 $ 19,140 Intangible assets consist of the following (in thousands): December 28, September 28, Acquired technology $ 251,778 $ 251,673 Customer relationships 518,234 518,234 Trade name 3,400 3,400 Total $ 773,412 $ 773,307 Less accumulated amortization (281,095 ) (260,522 ) Intangible assets — net $ 492,317 $ 512,785 Our trade name is an indefinite-lived intangible asset. A summary of the activity in intangible assets and goodwill follows (in thousands): Intangible Assets Total Intangible Assets Acquired Technology Customer Trade Name Goodwill Balance at September 28, 2018 $ 773,307 $ 251,673 $ 518,234 $ 3,400 $ 314,076 Currency translation adjustment 105 105 — — 264 Balance at December 28, 2018 $ 773,412 $ 251,778 $ 518,234 $ 3,400 $ 314,340 As of December 28, 2018 , our estimated amortization of our intangible assets in future fiscal years was as follows (in thousands): 2019 Remaining 2020 2021 2022 2023 Thereafter Total Amortization expense $ 63,209 81,698 74,084 61,847 51,470 156,609 $ 488,917 Accumulated amortization for acquired technology and customer relationships were $148.1 million and $133.0 million , respectively, as of December 28, 2018 , and $140.0 million and $120.5 million , respectively, as of September 28, 2018 . |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Dec. 28, 2018 | |
Equity [Abstract] | |
Stockholders' Equity | STOCKHOLDERS' EQUITY We have authorized 10 million shares of $0.001 par value preferred stock and 300 million shares of $0.001 par value common stock as of December 28, 2018 and September 28, 2018 . Common Stock Warrants —In March 2012, we 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, including by merger, consolidation, recapitalization or similar transactions. We do not currently have sufficient registered and available shares to immediately satisfy a request for registration, if such a request were made. As of December 28, 2018 , 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. We are 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. See Note 5 - Fair Value for additional information related to the fair value of our warrant liability. |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 3 Months Ended |
Dec. 28, 2018 | |
Earnings Per Share [Abstract] | |
Earnings (Loss) Per Share | EARNINGS (LOSS) PER SHARE The following table sets forth the computation for basic and diluted net loss per share of common stock (in thousands, except per share data): Three Months Ended December 28, 2018 December 29, 2017 Numerator: Loss from continuing operations $ (23,396 ) $ (16,970 ) Loss from discontinued operations — (5,599 ) Net loss $ (23,396 ) $ (22,569 ) Warrant liability gain (5,468 ) (14,608 ) Net loss attributable to common stockholders $ (28,864 ) $ (37,177 ) Denominator: Weighted average common shares outstanding-basic 65,277 64,325 Dilutive effect of warrants 167 784 Weighted average common shares outstanding-diluted 65,444 $ 65,109 Loss per share-basic: Continuing operations $ (0.36 ) $ (0.26 ) Discontinued operations 0.00 (0.09 ) Net loss to common stock holders per share-basic $ (0.36 ) $ (0.35 ) Loss per share-diluted: Continuing operations $ (0.44 ) $ (0.49 ) Discontinued operations 0.00 (0.09 ) Net loss to common stock holders per share-diluted $ (0.44 ) $ (0.57 ) As of December 28, 2018 , we had warrants outstanding which were reported as a liability on the consolidated balance sheet. During the three months ended December 28, 2018 and December 29, 2017 , we recorded $5.5 million and $14.6 million of warrant gains, respectively, associated with adjusting the fair value of the warrants in the consolidated statements of operations primarily as a result of changes in our stock price. When calculating earnings per share we are required to adjust for the dilutive effect of outstanding common stock equivalents, including adjustment to the numerator for the dilutive effect of contracts that must be settled in stock. During the three months ended December 28, 2018 and December 29, 2017 we adjusted the numerator by the warrant gains of $5.5 million $14.6 million , respectively, and the denominator by the incremental shares of 166,750 and 783,508 , respectively, under the treasury stock method. The table above excludes the effects of 129,041 and 499,831 shares for the three months ended December 28, 2018 and December 29, 2017 , respectively, of potential shares of common stock issuable upon exercise of stock options, restricted stock and restricted stock units as the inclusion would be antidilutive. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Dec. 28, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | COMMITMENTS AND CONTINGENCIES From time to time, we may be subject to commercial disputes, employment issues, claims by other companies in the industry that we have infringed their intellectual property rights and other similar claims and litigations. Any such claims may lead to future litigation and material damages and defense costs. Other than as set forth below, we were not involved in any material pending legal proceedings during the fiscal quarter ended December 28, 2018 . GaN Lawsuit Against Infineon. On April 26, 2016, we and our wholly-owned subsidiary Nitronex, LLC brought suit against Infineon Technologies Americas Corporation ("Infineon Americas") and Infineon Technologies AG ("Infineon AG" and collectively, with Infineon Americas, "Infineon") in the Federal District Court for the Central District of California, seeking injunctive relief, monetary damages, and specific performance of certain contractual obligations. The suit arose out of agreements relating to GaN-on-Silicon patents that were executed in 2010 by Nitronex Corporation (acquired by us in 2014) and International Rectifier Corporation (acquired by Infineon AG in 2015). We asserted claims for breach of contract, breach of the covenant of good faith and fair dealing, declaratory judgment of contractual rights, declaratory judgment of non-infringement of patents, and, against Infineon AG only, intentional interference with contract and unfair competition, and Infineon Americas asserted contract and patent infringement counterclaims. In an order dated October 31, 2016, the district court granted us a preliminary injunction against Infineon, which then issued on December 7, 2016 and was modified on March 6, 2017. The preliminary injunction declared, among other things, that a licensing agreement between us and Infineon that Infineon had purported to terminate is still in effect. On January 29, 2018, the Federal Circuit affirmed the district court’s decision to enter a preliminary injunction declaring the license agreement to still be in effect, although it reversed other aspects of the district court’s decision. The parties entered into a settlement agreement in October 2018 pursuant to which all claims and counterclaims in the litigation were dismissed by the district court on November 1, 2018 and the patents in dispute were assigned back to MACOM, among other terms. |
Restructurings
Restructurings | 3 Months Ended |
Dec. 28, 2018 | |
Restructuring and Related Activities [Abstract] | |
Restructurings | RESTRUCTURINGS We have periodically implemented restructuring actions in connection with broader plans to reduce staffing, reduce our internal manufacturing footprint and generally reduce operating costs. The restructuring expenses are primarily comprised of direct and incremental costs related to headcount reductions including severance and outplacement fees for the terminated employees, as well as facility closure costs. During the fiscal quarter ended September 28, 2018, we initiated a plan to exit certain production and product lines, primarily including certain production facilities located in Ithaca, New York. We incurred restructuring charges of $5.0 million in the three months ended December 28, 2018 for these facilities, and we expect to incur restructuring costs of approximately $1.5 million to $2.0 million during the remainder of fiscal year 2019 as we complete these restructuring actions. During the fiscal quarter ended December 29, 2017, we initiated plans to restructure our facility in Long Beach, California and to close our facilities in Belfast, United Kingdom and Sydney, Australia. The operations from the Long Beach facility were consolidated into our other California locations in order to achieve operational synergies. The Belfast and Sydney facilities were closed as we discontinued certain product development activities that were performed in those locations. The following is a summary of the restructuring charges incurred for the three months ended December 28, 2018 and December 29, 2017 under these restructuring plans (in thousands): Three Months Ended December 28, December 29, Employee related expenses $ 1,153 $ 2,571 Facility related expenses 3,825 2,091 Total restructuring charges $ 4,978 $ 4,662 The following is a summary of the costs incurred for the three months ended December 28, 2018 and the remaining balances included in accrued expenses at December 28, 2018 (in thousands): Balance as of September 28, 2018 $ 89 Current period expense 4,978 Charges paid/settled (4,277 ) Balance as of December 28, 2018 $ 790 On February 1, 2019, we committed to a plan to exit certain design facilities. There were no restructuring charges incurred as of December 28, 2018 for this plan, and we expect to incur restructuring costs of approximately $3.7 million to $4.2 million during the remainder of fiscal year 2019 as we complete these restructuring actions, of which approximately $0.9 million to $1.1 million is expected to be future cash expenditures. |
Share-Based Compensation
Share-Based Compensation | 3 Months Ended |
Dec. 28, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-Based Compensation | SHARE-BASED COMPENSATION Stock Plans As of December 28, 2018 , we had 15.7 million shares available for issuance under our 2012 Omnibus Incentive Plan (as Amended and Restated) (the “2012 Plan”) and 3.6 million shares available for issuance under our Employee Stock Purchase Plan. Under the 2012 Plan, we have the ability to issue incentive stock options (“ISOs”), non-statutory stock options (“NSOs”), performance based non-statutory stock options, stock appreciation rights, restricted stock (“RSAs”), restricted stock units (“RSUs”), performance-based restricted stock units (“PRSUs”), 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 primarily vest based on certain market-based and performance-based criteria. Options granted generally have a term of four to seven years. Certain of the share-based awards granted and outstanding as of December 28, 2018 are subject to accelerated vesting upon a change in control. Share-Based Compensation The following table shows a summary of share-based compensation expense included in the Condensed Consolidated Statements of Operations for the three months ended December 28, 2018 and December 29, 2017 (in thousands): Three Months Ended December 28, December 29, Cost of revenue $ 674 $ 945 Research and development 2,822 3,662 Selling, general and administrative 5,777 5,385 Total share-based compensation expense $ 9,273 $ 9,992 As of December 28, 2018 , the total unrecognized compensation costs related to outstanding stock options, restricted stock awards and units including awards with time-based and performance-based vesting was $89.2 million , which we expect to recognize over a weighted-average period of 2.5 years. As of December 28, 2018 , total unrecognized compensation cost related to our Employee Stock Purchase Plan was $1.1 million . Stock Options A summary of stock option activity for the three months ended December 28, 2018 is as follows (in thousands, except per share amounts and contractual term): Number of Shares Weighted-Average Exercise Price per Share Weighted-Average Remaining Contractual Term (in Years) Aggregate Intrinsic Value Options outstanding - September 28, 2018 1,408 32.05 Granted 395 16.06 Exercised 0 2.00 Forfeited, canceled or expired (1,171 ) 35.64 Options outstanding - December 28, 2018 632 15.41 5.72 994 Options vested and expected to vest - December 28, 2018 632 15.41 5.72 994 Options exercisable - December 28, 2018 217 12.30 3.76 994 Aggregate intrinsic value represents the difference between our closing stock price on December 28, 2018 and the exercise price of outstanding, in-the-money options. During the three months ended December 28, 2018 , there were 100 options exercised. The total intrinsic value of options exercised was not material for the three months ended December 28, 2018 and was $0.5 million for the three months ended December 28, 2017 . Stock Options with Market-based Vesting Criteria We grant non-qualified stock options that are subject to vesting only upon the market price of our underlying public stock closing above a certain price target within seven years of the date of grant. Share-based compensation expense is recognized regardless of the number of awards that are earned based on the market condition and is recognized on a straight-line basis over the estimated service period. If the required service period is not met for these options, then the share-based compensation expense would be reversed. In the event that our common stock achieves the target price per share based on a 30 -day trailing average prior to the end of the estimated service period, any remaining unamortized compensation cost will be recognized. We granted 395,000 market-based stock options during the three months ended December 28, 2018 , at a weighted average grant date fair value of $7.17 per share, or $2.8 million . These options have a weighted average strike price of $16.06 . These non-qualified stock options with market based vesting conditions were valued using a Monte Carlo simulation model. The weighted average Monte Carlo input assumptions used for calculating the fair value of these market-based stock options are as follows: Three Months Ended December 28, 2018 Risk-free interest rate 3.1 % Expected term (years) 3.8 Expected volatility rate 51.4 % Target price $61.32 During the three months ended December 28, 2018, we canceled 1,122,500 performance-based stock options with a concurrent grant of 748,328 PRSUs for 13 employees, which was accounted for as a modification. The incremental compensation cost resulting from the modification was $8.2 million , and will be recognized as share-based compensation expense over the requisite service period of the new PRSU awards. Restricted Stock, Restricted Stock Units and Performance-Based Restricted Stock Units A summary of RSAs, RSUs and PRSUs activity for the three months ended December 28, 2018 , is as follows (in thousands, except per share data): Number of RSAs, RSUs and PRSUs Weighted- Average Grate Date Fair Value Aggregate Intrinsic Value (in thousands) Balance at September 28, 2018 1,872 $ 34.15 $ 38,452 Granted 1,149 $ 16.59 Vested and released (55 ) $ 39.02 Forfeited, canceled or expired (66 ) $ 36.30 Balance at December 28, 2018 2,900 $ 27.05 $ 43,415 RSAs, RSUs and PRSUs that vested during the three months ended December 28, 2018 and December 29, 2017 had fair value of $1.0 million and $0.7 million , respectively, as of the vesting date. |
Income Taxes
Income Taxes | 3 Months Ended |
Dec. 28, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | INCOME TAXES We are subject to income tax in the U.S. as well as other tax jurisdictions in which we conduct business. Earnings from non-U.S. activities are subject to local country income tax and may also be subject to current U.S. income tax. For interim periods, we record a tax provision or benefit based upon the estimated effective tax rate expected for the full fiscal year, adjusted for material discrete taxation matters arising during the interim periods. Income tax expense was $1.1 million for the three months ended December 28, 2018 , compared to an expense of $1.4 million for the three months ended December 29, 2017 . The difference between the U.S. federal statutory income tax rate of 21% for the three months ended December 28, 2018 was primarily driven by the continuation of a full valuation allowance against any benefit associated with U.S. losses and income taxed in foreign jurisdictions at generally lower tax rates. The difference between the U.S. federal statutory income tax rate of 35% for the three months ended December 29, 2017 was also primarily driven by the continuation of a full valuation allowance against any benefit associated with U.S. losses and income taxed in foreign jurisdictions at generally lower tax rates. We recognize deferred tax assets to the extent that we believe that these assets are more likely than not to be realized. In making this determination, we consider available positive and negative evidence and factors that may impact the valuation of our deferred tax asset including results of recent operations, future reversals of existing taxable temporary differences, projected future taxable income, and tax-planning strategies. A significant piece of objective negative evidence evaluated was the cumulative U.S. loss initially incurred over the three-year period ended December 28, 2018 , which we believe limited our ability to consider other subjective evidence, such as our projections for future growth. Significant negative objective evidence in the form of adjusted cumulative losses in the U.S. over the three-year period ended December 28, 2018 resulted in our continued determination that there was not sufficient objectively verifiable positive evidence to offset this negative objective evidence and we concluded that a full valuation allowance was still appropriate for our U.S. deferred tax assets. All earnings of foreign subsidiaries are considered indefinitely reinvested for the periods presented. During the fiscal quarter ended December 28, 2018 , we finalized our calculation of the one-time deemed repatriation of gross foreign earnings and profits totaling $155.6 million , which will result in approximately $86.3 million in U.S. taxable income for the year ended September 28, 2018. Due to the fact that we are in a full valuation allowance, the adjusted one-time deemed repatriation will continue to have no impact on our tax expense. We also continue to expect that our tax loss for the year ended September 28, 2018 along with any net operating loss ("NOL") carryforwards will fully offset this one-time deemed repatriation of taxable income resulting in no additional cash tax payments. The balance of the unrecognized tax benefits as of December 28, 2018 and September 28, 2018 was $1.0 million and $0.3 million , respectively. The increase of $0.7 million in unrecognized tax benefits during the fiscal quarter ended December 28, 2018 resulted from finalizing the transition tax impact relating to the one-time deemed repatriation of gross foreign earnings and profits for the year ended September 28, 2018 . In finalizing the transition tax, we identified certain tax accounting method changes that were required to compute the correct transition tax, yet the tax law prohibited adopting these correct methods without filing for and receiving Internal Revenue Service ("IRS") permission to change our method. The increase in transition tax related to these non-automatic method changes requiring IRS approval was $0.7 million and represents the increase in our FIN 48 reserve balance to $1.0 million as of December 28, 2018 . Out of the total reserve balance of $1.0 million , $0.3 million , if recognized, will reduce income tax expense. It is also our policy to recognize any interest and penalties accrued related to unrecognized tax benefits in income tax expense. During the fiscal quarters ended December 28, 2018 and September 28, 2018 , we did not make any accrual or payment of interest and penalties due to our NOL carryforward position within the U.S. On December 22, 2017, the U.S. Congress enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “Tax Act”). The Tax Act enacted a wide range of changes to the U.S. corporate income tax system, many of which differ significantly from the provisions of the previous U.S. tax law. The Tax Act also transitions international taxation from a worldwide system with deferral to a modified territorial system and includes base erosion prevention measures on non-U.S. earnings, which has the effect of subjecting certain earnings of our foreign subsidiaries to U.S. taxation as global intangible low-taxed income. These changes became effective in our fiscal year beginning September 29, 2018. Based upon our projected U.S. NOL carryforward into the tax year ending September 27, 2019, combined with our full valuation allowance, we estimate that the changes resulting from the Tax Act will have little impact upon our effective tax rate. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Dec. 28, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | RELATED PARTY TRANSACTIONS Cadence Design Systems, Inc. ("Cadence") provides us with certain engineering licenses on an ongoing basis. Geoffrey Ribar, who joined our board of directors on March 22, 2017, served as an officer of Cadence through September 30, 2017 and served as a Senior Advisor to Cadence until March 31, 2018. During the three months ended December 29, 2017 , we made payments of $1.8 million to Cadence subsequent to Mr. Ribar joining our board of directors. |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 3 Months Ended |
Dec. 28, 2018 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Information | SUPPLEMENTAL CASH FLOW INFORMATION As of December 28, 2018 and December 29, 2017 , we had $3.0 million and $1.2 million , respectively, in unpaid amounts related to purchases of property and equipment included in accounts payable and accrued liabilities during each period. These amounts have been excluded from the payments for purchases of property and equipment in the accompanying condensed consolidated statements of cash flows until paid. During the three months ended December 28, 2018 and December 29, 2017 , we capitalized $1.1 million and $2.1 million , respectively, of net construction costs relating to the 144 Chelmsford Street facility, of which $0.2 million and $2.1 million , respectively, were accounted for as a non-cash transaction as the costs were paid by the developer. The following is supplemental cash flow information regarding non-cash investing and financing activities (in thousands): Three Months Ended December 28, December 29, Cash paid for interest $ 5,912 $ 6,938 Cash paid for income taxes $ 28 $ 4,155 |
Geographic and Significant Cust
Geographic and Significant Customer Information | 3 Months Ended |
Dec. 28, 2018 | |
Segment Reporting [Abstract] | |
Geographic and Significant Customer Information | GEOGRAPHIC AND SIGNIFICANT CUSTOMER INFORMATION We have one reportable operating segment that 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 revenue, gross profit and operating income (loss). For information about our revenue in different geographic regions, based upon customer locations, see Note 2 - Revenue . Information about our long-lived assets in different geographic regions is presented below (in thousands): As of Long-Lived Assets by Geographic Region December 28, September 28, United States $ 122,740 $ 122,888 Asia Pacific (1) 23,732 24,702 Other Countries (2) 2,412 2,333 Total $ 148,884 $ 149,923 (1) Asia Pacific represents Taiwan, India, Japan, Thailand, South Korea, Australia, Malaysia, New Zealand, the Philippines, Vietnam and China. (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 as presented above. The following is a summary of customer concentrations as a percentage of revenue and accounts receivable as of and for the periods presented: Three Months Ended Revenue December 28, December 29, Customer A 15 % 10 % Accounts Receivable December 28, September 28, Customer A 20 % 19 % Customer B 8 % 26 % No other customer represented more than 10% of revenue or accounts receivable in the periods presented in the accompanying consolidated financial statements. For the three months ended December 28, 2018 , our top ten customers represented 61% of total revenue, and for the three months ended December 29, 2017 , our top ten customers represented 51% of total revenue, respectively. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Dec. 28, 2018 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation— We have one reportable segment, semiconductors and modules. The accompanying consolidated financial statements include our accounts and the accounts of our majority-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. |
Fiscal Period | We have a 52- or 53-week fiscal year ending on the Friday closest to the last day of September. The fiscal years 2019 and 2018 include 52 weeks. To offset the effect of holidays, for fiscal years in which there are 53 weeks, we typically include the extra week arising in such fiscal years in the first quarter. |
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, we base 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. |
Revenue from Contract with Customer [Policy Text Block] | Revenue Recognition— Substantially all of our revenue is derived from sales of high-performance radio frequency ("RF"), microwave, millimeterwave and lightwave semiconductor solutions into three primary markets: Telecom, Data Centers and Industrial and Defense ("I&D"). Revenue is recognized when a customer obtains control of products or services, in an amount that reflects the consideration which we expect to receive in exchange for those goods or services. To determine revenue recognition for arrangements within the scope of Accounting Standards Codification ("ASC") 606, Revenue from Contracts with Customers , we perform the following five steps: (1) identify the contract(s) with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when (or as) we satisfy performance obligations. Sales, value add and other taxes collected on behalf of third parties are excluded from revenue. Our revenue arrangements do not contain significant financing components. Contracts with our customers principally contain only one distinct performance obligation, which is the sale of products. However, due to multiple products potentially being sold on a single order, we are required to allocate consideration based on the estimated relative standalone selling prices of the promised products. Our revenue is recognized when the customer obtains control of the product or services, which generally occurs at a point in time, and is based on the contractual shipping terms of a contract. We also have immaterial non-product revenue for which revenue is generally recognized overtime. For each contract, the promise to transfer the control of the products or services, each of which is individually distinct, is considered to be the identified performance obligation. We provide an assurance type warranty which is not sold separately and does not represent a separate performance obligation. Therefore, we account for such warranties under ASC 460, Guarantees , and the estimated costs of warranty claims are generally accrued as cost of revenue in the period the related revenue is recorded. We have agreements with certain customers which may include certain rights of return and pricing programs, including returns for aged inventory, stock rotation and price protection which affect the transaction price. Sales to these customers and programs offered are in accordance with terms set forth in written agreements, which require us to assess the potential revenue effects of this variable consideration utilizing the expected value method. Variable consideration is included in the transaction price if, in our judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur. As such, revenue on sales to customers that include rights of return and pricing programs are recorded net of estimated variable consideration, utilizing the expected value method based on historical sales data. We believe that the judgments and estimates we utilize are reasonable based upon current facts and circumstances, however utilizing different judgments and estimates could result in different amounts. Practical Expedients and Elections — ASC 606 requires that we disclose the aggregate amount of transaction price that is allocated to performance obligations that have not yet been satisfied as of the reporting periods presented. The guidance provides certain practical expedients that limit this requirement and, therefore, we do not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which revenue is recognized at the amount to which we have the right to invoice for services performed. We have elected not to disclose the aggregate amount of transaction prices associated with unsatisfied or partially unsatisfied performance obligations for contracts where these criteria are met. Our policy is to capitalize any incremental costs incurred to obtain a customer contract, only to the extent that the benefit associated with the costs is expected to be longer than one year. Capitalizable contract costs were not significant both at the date of adoption and as of December 28, 2018 . We account for shipping and handling activities related to contracts with customers as costs to fulfill the promise to transfer the associated products. When shipping and handling costs are incurred after a customer obtains control of the products, we have elected to account for these as costs to fulfill the promise and not as a separate performance obligation. Shipping and handling costs associated with the distribution of products to customers are recorded in costs of revenue generally when the related product is shipped to the customer. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements —Our Recent Accounting Pronouncements are described in the notes to our September 28, 2018 consolidated financial statements, which were included in our Annual Report on Form 10-K for our fiscal year ended September 28, 2018 . Pronouncements Adopted in Fiscal Year 2019 We adopted Accounting Standards Update ("ASU") 2014-09, Revenue from Contracts with Customers, on September 29, 2018. The FASB subsequently issued several amendments and updates to the new revenue standard. We refer to ASU 2014-09 and its related ASUs as "ASC 606". We applied ASC 606 using the modified retrospective method and elected to apply this initial application of the standard only to contracts that are not completed at the date of initial application. We have analyzed this effect and found the adoption of the new guidance did not have a material impact on our consolidated financial statements as of the adoption date and for the period ended December 28, 2018. The reported results for our fiscal year 2019 reflect the application of ASC 606 guidance while the reported results for our fiscal year 2018 were prepared under the guidance of ASC 605, Revenue Recognition . We adopted ASU 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities, on September 29, 2018. In February 2018 the FASB issued further amendments to this guidance. This update made amendments to the guidance in generally accepted accounting principles in the U.S. ("GAAP") on the classification and measurement of financial instruments. The new standard significantly revised an entity's accounting related to (1) the classification and measurement of investments in equity securities and (2) the presentation of certain fair value changes for financial liabilities measured at fair value. It also amended certain disclosure requirements associated with the fair value of financial instruments. The adoption of this update did not have a material impact on our consolidated financial statements and related disclosures. We adopted ASU 2016-15, Classification of Certain Cash Receipts and Cash Payments, on September 29, 2018. This update addressed debt prepayment or debt extinguishment costs, settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims, proceeds from the settlement of corporate-owned life insurance policies, distributions received from equity method investees, beneficial interests in securitization transactions and separately identifiable cash flows and application of the predominance principle. The adoption of this update did not have a material impact on our consolidated financial statements and related disclosures. We adopted ASU 2016-16, Intra-Entity Transfers of Assets Other Than Inventory, on September 29, 2018. This update amended the guidance on recognizing the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. Consequently, the amendment eliminated the exception for an intra entity transfer of an asset other than inventory. The adoption of this updated standard did not have a material impact on our consolidated financial statements and related disclosures. Pronouncements for Adoption in Subsequent Periods In February 2016, the FASB issued ASU 2016-02, Leases ("Topic 842"). In September 2017 and January, July and December 2018, the FASB issued additional guidance related to Topic 842. The new standard increases transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. Certain qualitative and quantitative disclosures are required, as well as a retrospective recognition and measurement of impacted leases. The new guidance is effective for fiscal years and interim periods within those years beginning after December 15, 2018, with early adoption permitted. We are evaluating the effect that the updated standard will have on our consolidated financial statements and related disclosures and we anticipate that this new guidance will materially impact our financial statements as we have a significant number of operating leases. |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
Dec. 28, 2018 | |
Revenue [Abstract] | |
Disaggregation of Revenue | The following tables presents our revenue disaggregated by markets and geography (in thousands): Three Months Ended December 28, 2018 December 29, 2017 Revenue by Market: Industrial & Defense $ 57,283 $ 40,714 Data Center 43,247 34,761 Telecom 50,159 55,450 Total $ 150,689 $ 130,925 Three Months Ended December 28, 2018 December 29, 2017 Revenue by Geographic Region: United States $ 68,118 $ 55,356 China 44,622 37,688 Asia Pacific, excluding China (1) 23,415 22,886 Other Countries (2) 14,534 14,995 Total $ 150,689 $ 130,925 (1) Asia Pacific represents Taiwan, Japan, Singapore, India, Thailand, South Korea, Australia, Malaysia, New Zealand, the Philippines and Vietnam. (2) No international country or region represented greater than 10% of the total revenue as of the dates presented, other than China and the Asia Pacific region as presented above. |
Contract with Customer, Asset and Liability | During the three months ended December 28, 2018 , we recognized the following net sales as a result of changes in the contract liabilities balance (in thousands): Three Months Ended Net revenue recognized in the period from: Amounts included in contract liabilities at the beginning of the period $ 323 The following table presents the changes in contract liabilities during the three months ended December 28, 2018 (in thousands): December 28, 2018 September 28, 2018 $ Change % Change Contract liabilities $ 12,532 $ 7,757 $ (4,775 ) (62 )% |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 3 Months Ended |
Dec. 28, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Summary of Operating Results through Dates of Divestiture Related to Divested Businesses | The accompanying consolidated statements of operations include the following operating results related to these discontinued operations (in thousands): Three Months Ended December 29, 2017 Revenue $ (2 ) Cost of revenue (540 ) Gross profit 538 Operating expenses: Research and development 4,710 Selling, general and administrative 1,427 Total operating expenses 6,137 Loss from operations (5,599 ) Loss before income taxes (5,599 ) Income tax provision — Loss from discontinued operations $ (5,599 ) Cash flow from operating activities (10,309 ) |
Short Term Investments (Tables)
Short Term Investments (Tables) | 3 Months Ended |
Dec. 28, 2018 | |
Investments, Debt and Equity Securities [Abstract] | |
Summary of Available for Sale Investments | September 28, 2018 Amortized Cost Gross Unrealized Holding Gains Gross Unrealized Holding Losses Aggregate Fair Value Corporate bonds $ 28,731 $ — $ (460 ) $ 28,271 Commercial paper 69,966 — (16 ) 69,950 Total short-term investments $ 98,697 $ — $ (476 ) $ 98,221 The amortized cost, gross unrealized holding gains or losses, and fair value of our investments by major investment type as of December 28, 2018 and September 28, 2018 are summarized in the tables below (in thousands): December 28, 2018 Amortized Cost Gross Unrealized Holding Gains Gross Unrealized Holding Losses Aggregate Fair Value Corporate bonds $ 28,879 $ — $ (633 ) $ 28,246 Commercial paper 70,523 — (99 ) 70,424 Total short-term investments $ 99,402 $ — $ (732 ) $ 98,670 September 28, 2018 Amortized Cost Gross Unrealized Holding Gains Gross Unrealized Holding Losses Aggregate Fair Value Corporate bonds $ 28,731 $ — $ (460 ) $ 28,271 Commercial paper 69,966 — (16 ) 69,950 Total short-term investments $ 98,697 $ — $ (476 ) $ 98,221 |
Summary of Contractual Maturities of Investments | The contractual maturities of investments were as follows (in thousands): December 28, 2018 September 28, 2018 Less than 1 year $ 71,162 $ 70,200 Over 1 year 27,508 28,021 Total short-term investments $ 98,670 $ 98,221 |
Fair Value (Tables)
Fair Value (Tables) | 3 Months Ended |
Dec. 28, 2018 | |
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): December 28, 2018 Fair Value Active Markets for Identical Assets (Level 1) Observable Inputs (Level 2) Unobservable Inputs (Level 3) Assets Money market funds $ 52 $ 52 $ — $ — Commercial paper 70,424 — 70,424 — Corporate bonds 28,246 — 28,246 — Total assets measured at fair value $ 98,722 $ 52 $ 98,670 $ — Liabilities Contingent consideration $ 650 $ — $ — $ 650 Common stock warrant liability 7,661 — — 7,661 Total liabilities measured at fair value $ 8,311 $ — $ — $ 8,311 September 28, 2018 Fair Value Active Markets for Identical Assets (Level 1) Observable Inputs (Level 2) Unobservable Inputs (Level 3) Assets Money market funds $ 253 $ 253 $ — $ — Commercial paper 69,950 — 69,950 — Corporate bonds 28,271 — 28,271 — Total assets measured at fair value $ 98,474 $ 253 $ 98,221 $ — Liabilities Contingent consideration $ 585 $ — $ — $ 585 Common stock warrant liability 13,129 — — 13,129 Total liabilities measured at fair value $ 13,714 $ — $ — $ 13,714 |
Quantitative information Used in Fair Value Calculation of Level 3 Liabilities | The quantitative information utilized in the fair value calculation of our Level 3 liabilities is as follows: Inputs Liabilities Valuation Technique Unobservable Input December 28, 2018 September 28, 2018 Contingent consideration Discounted cash flow Discount rate 9.2% 9.2% Probability of achievement 100% 90% Timing of cash flows 1 month 1 month Warrant liability Black-Scholes model Volatility 66.7% 60.7% Discount rate 2.52% 2.81% Expected life 2.0 years 2.2 years Exercise price $14.05 $14.05 Stock price $15.00 $20.60 Dividend rate —% —% |
Changes in Liabilities with Inputs Classified within Level 3 of Fair Value | The changes in liabilities with inputs classified within Level 3 of the fair value hierarchy consist of the following (in thousands): September 28, Net Realized/Unrealized Losses (Gains) Included in Earnings Purchases and Issuances Sales and Settlements December 28, Contingent consideration $ 585 $ 65 $ — $ — $ 650 Common stock warrant liability $ 13,129 $ (5,468 ) $ — $ — $ 7,661 September 29, Net Realized/Unrealized Gains Included in Earnings Purchases and Issuances Sales and Settlements December 29, Contingent consideration $ 1,679 $ (573 ) $ — $ — $ 1,106 Common stock warrant liability $ 40,775 $ (14,608 ) $ — $ — $ 26,167 |
Changes in Assets with Inputs Classified within Level 3 of Fair Value | The changes in liabilities with inputs classified within Level 3 of the fair value hierarchy consist of the following (in thousands): September 28, Net Realized/Unrealized Losses (Gains) Included in Earnings Purchases and Issuances Sales and Settlements December 28, Contingent consideration $ 585 $ 65 $ — $ — $ 650 Common stock warrant liability $ 13,129 $ (5,468 ) $ — $ — $ 7,661 September 29, Net Realized/Unrealized Gains Included in Earnings Purchases and Issuances Sales and Settlements December 29, Contingent consideration $ 1,679 $ (573 ) $ — $ — $ 1,106 Common stock warrant liability $ 40,775 $ (14,608 ) $ — $ — $ 26,167 |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Dec. 28, 2018 | |
Inventory Disclosure [Abstract] | |
Components of Inventories | Inventories, net of reserves, consist of the following (in thousands): December 28, September 28, Raw materials $ 69,880 $ 71,408 Work-in-process 10,555 13,466 Finished goods 40,423 37,963 Total inventory, net $ 120,858 $ 122,837 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 3 Months Ended |
Dec. 28, 2018 | |
Property, Plant and Equipment [Abstract] | |
Components of Property, Plant and Equipment | Property, plant and equipment consists of the following (in thousands): December 28, September 28, Construction in process $ 23,724 $ 49,661 Machinery and equipment 178,103 174,638 Leasehold improvements 14,004 14,984 Furniture and fixtures 3,496 2,306 Computer equipment and software 18,113 17,317 Capital lease assets 45,059 19,380 Total property and equipment $ 282,499 $ 278,286 Less accumulated depreciation and amortization (133,615 ) (128,363 ) Property and equipment, net $ 148,884 $ 149,923 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Dec. 28, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments [Table Text Block] | All principal amounts outstanding and interest rate information as of December 28, 2018 , for the Credit Agreement were as follows (in thousands, except rate data): Principal Outstanding LIBOR Rate Margin Effective Interest Rate Term loans $679,856 2.34% 2.25% 4.59% |
Schedule of Remained Outstanding on Term Loans | As of December 28, 2018 , the following remained outstanding on the Term Loans (in thousands): Principal balance $ 679,856 Unamortized discount (4,321 ) Unamortized deferred financing costs (9,332 ) Total term loans $ 666,203 Current portion 6,885 Long-term, less current portion $ 659,318 |
Schedule of Minimum Principal Payments under Term Loans | As of December 28, 2018 , the minimum principal payments under the Term Loans in future fiscal years were as follows (in thousands): 2019 (remainder of fiscal year) $ 6,885 2020 6,885 2021 6,885 2022 6,885 2023 6,885 Thereafter 645,431 Total $ 679,856 |
Capital Lease and Financing O_2
Capital Lease and Financing Obligations (Tables) | 3 Months Ended |
Dec. 28, 2018 | |
Leases [Abstract] | |
Schedule of Future Minimum Lease Payments for Capital Leases | As of December 28, 2018 , future minimum payments under capital lease obligations were as follows (in thousands): Fiscal year ending: Amount 2019 (remainder of fiscal year) $ 2,495 2020 3,308 2021 3,231 2022 2,638 2023 2,563 Thereafter 42,247 Total minimum capital lease payments 56,482 Less amount representing interest (27,515 ) Present value of net minimum capital lease payments $ 28,967 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 3 Months Ended |
Dec. 28, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Amortization Expense of Intangible Assets | Amortization expense related to intangible assets is as follows (in thousands): Three Months Ended December 28, December 29, Cost of revenue $ 8,052 $ 8,147 Selling, general and administrative 12,519 10,993 Total $ 20,571 $ 19,140 |
Summary of Intangible Assets | Intangible assets consist of the following (in thousands): December 28, September 28, Acquired technology $ 251,778 $ 251,673 Customer relationships 518,234 518,234 Trade name 3,400 3,400 Total $ 773,412 $ 773,307 Less accumulated amortization (281,095 ) (260,522 ) Intangible assets — net $ 492,317 $ 512,785 |
Summary of Activity in Intangible Assets and Goodwill | A summary of the activity in intangible assets and goodwill follows (in thousands): Intangible Assets Total Intangible Assets Acquired Technology Customer Trade Name Goodwill Balance at September 28, 2018 $ 773,307 $ 251,673 $ 518,234 $ 3,400 $ 314,076 Currency translation adjustment 105 105 — — 264 Balance at December 28, 2018 $ 773,412 $ 251,778 $ 518,234 $ 3,400 $ 314,340 |
Summary of Estimated Amortization of Intangible Assets in Future Fiscal Years | As of December 28, 2018 , our estimated amortization of our intangible assets in future fiscal years was as follows (in thousands): 2019 Remaining 2020 2021 2022 2023 Thereafter Total Amortization expense $ 63,209 81,698 74,084 61,847 51,470 156,609 $ 488,917 |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 3 Months Ended |
Dec. 28, 2018 | |
Earnings Per Share [Abstract] | |
Computation for Basic and Diluted Net Loss Per Share of Common Stock | The following table sets forth the computation for basic and diluted net loss per share of common stock (in thousands, except per share data): Three Months Ended December 28, 2018 December 29, 2017 Numerator: Loss from continuing operations $ (23,396 ) $ (16,970 ) Loss from discontinued operations — (5,599 ) Net loss $ (23,396 ) $ (22,569 ) Warrant liability gain (5,468 ) (14,608 ) Net loss attributable to common stockholders $ (28,864 ) $ (37,177 ) Denominator: Weighted average common shares outstanding-basic 65,277 64,325 Dilutive effect of warrants 167 784 Weighted average common shares outstanding-diluted 65,444 $ 65,109 Loss per share-basic: Continuing operations $ (0.36 ) $ (0.26 ) Discontinued operations 0.00 (0.09 ) Net loss to common stock holders per share-basic $ (0.36 ) $ (0.35 ) Loss per share-diluted: Continuing operations $ (0.44 ) $ (0.49 ) Discontinued operations 0.00 (0.09 ) Net loss to common stock holders per share-diluted $ (0.44 ) $ (0.57 ) |
Restructurings (Tables)
Restructurings (Tables) | 3 Months Ended |
Dec. 28, 2018 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Activities Disclosure [Text Block] | RESTRUCTURINGS We have periodically implemented restructuring actions in connection with broader plans to reduce staffing, reduce our internal manufacturing footprint and generally reduce operating costs. The restructuring expenses are primarily comprised of direct and incremental costs related to headcount reductions including severance and outplacement fees for the terminated employees, as well as facility closure costs. During the fiscal quarter ended September 28, 2018, we initiated a plan to exit certain production and product lines, primarily including certain production facilities located in Ithaca, New York. We incurred restructuring charges of $5.0 million in the three months ended December 28, 2018 for these facilities, and we expect to incur restructuring costs of approximately $1.5 million to $2.0 million during the remainder of fiscal year 2019 as we complete these restructuring actions. During the fiscal quarter ended December 29, 2017, we initiated plans to restructure our facility in Long Beach, California and to close our facilities in Belfast, United Kingdom and Sydney, Australia. The operations from the Long Beach facility were consolidated into our other California locations in order to achieve operational synergies. The Belfast and Sydney facilities were closed as we discontinued certain product development activities that were performed in those locations. The following is a summary of the restructuring charges incurred for the three months ended December 28, 2018 and December 29, 2017 under these restructuring plans (in thousands): Three Months Ended December 28, December 29, Employee related expenses $ 1,153 $ 2,571 Facility related expenses 3,825 2,091 Total restructuring charges $ 4,978 $ 4,662 The following is a summary of the costs incurred for the three months ended December 28, 2018 and the remaining balances included in accrued expenses at December 28, 2018 (in thousands): Balance as of September 28, 2018 $ 89 Current period expense 4,978 Charges paid/settled (4,277 ) Balance as of December 28, 2018 $ 790 On February 1, 2019, we committed to a plan to exit certain design facilities. There were no restructuring charges incurred as of December 28, 2018 for this plan, and we expect to incur restructuring costs of approximately $3.7 million to $4.2 million during the remainder of fiscal year 2019 as we complete these restructuring actions, of which approximately $0.9 million to $1.1 million is expected to be future cash expenditures. |
Restructuring and Related Costs [Table Text Block] | The following is a summary of the restructuring charges incurred for the three months ended December 28, 2018 and December 29, 2017 under these restructuring plans (in thousands): Three Months Ended December 28, December 29, Employee related expenses $ 1,153 $ 2,571 Facility related expenses 3,825 2,091 Total restructuring charges $ 4,978 $ 4,662 |
Summary of Costs Incurred and Remaining Balances Included in Accrued Expenses | The following is a summary of the costs incurred for the three months ended December 28, 2018 and the remaining balances included in accrued expenses at December 28, 2018 (in thousands): Balance as of September 28, 2018 $ 89 Current period expense 4,978 Charges paid/settled (4,277 ) Balance as of December 28, 2018 $ 790 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 3 Months Ended |
Dec. 28, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | The weighted average Monte Carlo input assumptions used for calculating the fair value of these market-based stock options are as follows: Three Months Ended December 28, 2018 Risk-free interest rate 3.1 % Expected term (years) 3.8 Expected volatility rate 51.4 % Target price $61.32 |
Share-based Compensation, Stock Options, Activity [Table Text Block] | A summary of stock option activity for the three months ended December 28, 2018 is as follows (in thousands, except per share amounts and contractual term): Number of Shares Weighted-Average Exercise Price per Share Weighted-Average Remaining Contractual Term (in Years) Aggregate Intrinsic Value Options outstanding - September 28, 2018 1,408 32.05 Granted 395 16.06 Exercised 0 2.00 Forfeited, canceled or expired (1,171 ) 35.64 Options outstanding - December 28, 2018 632 15.41 5.72 994 Options vested and expected to vest - December 28, 2018 632 15.41 5.72 994 Options exercisable - December 28, 2018 217 12.30 3.76 994 |
Effects of Stock-Based Compensation Expense Related to Stock-Based Awards to Employees and Nonemployees | The following table shows a summary of share-based compensation expense included in the Condensed Consolidated Statements of Operations for the three months ended December 28, 2018 and December 29, 2017 (in thousands): Three Months Ended December 28, December 29, Cost of revenue $ 674 $ 945 Research and development 2,822 3,662 Selling, general and administrative 5,777 5,385 Total share-based compensation expense $ 9,273 $ 9,992 |
Summary of Restricted Stock, Restricted Stock Unit and Performance-based Restricted Stock Unit Activity | A summary of RSAs, RSUs and PRSUs activity for the three months ended December 28, 2018 , is as follows (in thousands, except per share data): Number of RSAs, RSUs and PRSUs Weighted- Average Grate Date Fair Value Aggregate Intrinsic Value (in thousands) Balance at September 28, 2018 1,872 $ 34.15 $ 38,452 Granted 1,149 $ 16.59 Vested and released (55 ) $ 39.02 Forfeited, canceled or expired (66 ) $ 36.30 Balance at December 28, 2018 2,900 $ 27.05 $ 43,415 |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 3 Months Ended |
Dec. 28, 2018 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Supplemental Cash Flow Information Regarding Non-cash Investing and Financing Activities | The following is supplemental cash flow information regarding non-cash investing and financing activities (in thousands): Three Months Ended December 28, December 29, Cash paid for interest $ 5,912 $ 6,938 Cash paid for income taxes $ 28 $ 4,155 |
Geographic and Significant Cu_2
Geographic and Significant Customer Information (Tables) | 3 Months Ended |
Dec. 28, 2018 | |
Segment Reporting [Abstract] | |
Summary of Different Geographic Regions | Information about our long-lived assets in different geographic regions is presented below (in thousands): As of Long-Lived Assets by Geographic Region December 28, September 28, United States $ 122,740 $ 122,888 Asia Pacific (1) 23,732 24,702 Other Countries (2) 2,412 2,333 Total $ 148,884 $ 149,923 (1) Asia Pacific represents Taiwan, India, Japan, Thailand, South Korea, Australia, Malaysia, New Zealand, the Philippines, Vietnam and China. (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 as presented above. |
Summary of Customer Concentrations as Percentage of Revenue and Accounts Receivable | The following is a summary of customer concentrations as a percentage of revenue and accounts receivable as of and for the periods presented: Three Months Ended Revenue December 28, December 29, Customer A 15 % 10 % Accounts Receivable December 28, September 28, Customer A 20 % 19 % Customer B 8 % 26 % |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) | 3 Months Ended |
Dec. 28, 2018segment | |
Accounting Policies [Abstract] | |
Number of reportable operating segment | 1 |
Revenue (Details)
Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Dec. 28, 2018 | Dec. 29, 2017 | Sep. 28, 2018 | |
Disaggregation of Revenue [Line Items] | |||
Revenue | $ 150,689 | $ 130,925 | |
Contract liabilities | 12,532 | $ 7,757 | |
Contract liability noncurrent | 5,000 | ||
Amounts included in contract liabilities at the beginning of the period | 323 | ||
Net change in contract liabilities | $ (4,775) | ||
Net change in contract liabilities (percentage) | (62.00%) | ||
Industrial & Defense | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | $ 57,283 | 40,714 | |
Data Center | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 43,247 | 34,761 | |
Telecom | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 50,159 | 55,450 | |
United States | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 68,118 | 55,356 | |
China | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 44,622 | 37,688 | |
Asia Pacific, excluding China | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 23,415 | 22,886 | |
Other Countries | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | $ 14,534 | $ 14,995 |
Discontinued Operations - Addit
Discontinued Operations - Additional information (Details) - USD ($) $ in Millions | Sep. 28, 2018 | May 10, 2018 | Dec. 28, 2018 | Sep. 27, 2019 | Aug. 01, 2018 |
Equity Securities | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Noncontrolling interest ownership percentage | 20.00% | ||||
Compute | Equity Securities | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Investment cost basis | $ 36.5 | ||||
Noncontrolling interest ownership percentage | 20.00% | ||||
Disposal Group, Not Discontinued Operations | LR4 | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Payment received for sale of divested business | $ 5 | $ 5 | |||
Loss on disposal | 34.3 | ||||
Inventory | 13.7 | ||||
Fixed assets | 7.6 | ||||
Goodwill | 2.6 | ||||
Transition services expense | 0 | ||||
Disposal Group, Not Discontinued Operations | LR4 | Maximum | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Service agreement liability | 2 | ||||
Disposal Group, Not Discontinued Operations | Customer relationships | LR4 | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Intangible assets | 27.7 | ||||
Selling, General and Administrative | Disposal Group, Not Discontinued Operations | Compute | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Transition services agreement reimbursements | $ 0.1 | ||||
Other Current Assets | Disposal Group, Not Discontinued Operations | LR4 | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Additional consideration expected to be received | $ 7.4 | ||||
Disposal Group, Including Discontinued Operation, Assets, Current | Disposal Group, Not Discontinued Operations | LR4 | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Additional consideration expected to be received | $ 4.8 | ||||
Scenario, Forecast | Disposal Group, Not Discontinued Operations | LR4 | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Cash consideration on sale of business | $ 17.2 | ||||
Scenario, Forecast | Other Current Assets | Disposal Group, Not Discontinued Operations | LR4 | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Additional consideration expected to be received | $ 12.2 |
Discontinued Operations - Summa
Discontinued Operations - Summary of Operating Results through Dates of Divestiture Related to Divested Businesses (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 28, 2018 | Dec. 29, 2017 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Revenue | $ (2) | |
Cost of revenue | (540) | |
Gross profit | 538 | |
Operating expenses: | ||
Research and development | 4,710 | |
Selling, general and administrative | 1,427 | |
Total operating expenses | 6,137 | |
Loss from operations | (5,599) | |
Loss before income taxes | (5,599) | |
Income tax provision | 0 | |
Loss from discontinued operations | $ 0 | (5,599) |
Cash flow from operating activities | $ (10,309) |
Investments - Summary of Availa
Investments - Summary of Available for Sale Investments (Details) - USD ($) $ in Thousands | Dec. 28, 2018 | Sep. 28, 2018 |
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | $ 99,402 | $ 98,697 |
Gross Unrealized Holding Gains | 0 | 0 |
Gross Unrealized Holding Losses | (732) | (476) |
Aggregate Fair Value | 98,670 | 98,221 |
Corporate bonds | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 28,879 | 28,731 |
Gross Unrealized Holding Gains | 0 | 0 |
Gross Unrealized Holding Losses | (633) | (460) |
Aggregate Fair Value | 28,246 | 28,271 |
Commercial paper | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 70,523 | 69,966 |
Gross Unrealized Holding Gains | 0 | 0 |
Gross Unrealized Holding Losses | (99) | (16) |
Aggregate Fair Value | $ 70,424 | $ 69,950 |
Investments - Change in Availab
Investments - Change in Available for Sale Investments (Details) $ in Thousands | Dec. 28, 2018USD ($) |
Movement in Available-for-sale Securities [Roll Forward] | |
Balance at beginning of period | $ 98,221 |
Balance at end of period | 98,670 |
Corporate Debt Securities [Member] | |
Movement in Available-for-sale Securities [Roll Forward] | |
Balance at beginning of period | 28,271 |
Balance at end of period | $ 28,246 |
Investments - Summary of Contra
Investments - Summary of Contractual Maturities of Investments (Details) - USD ($) $ in Thousands | Dec. 28, 2018 | Sep. 28, 2018 |
Investments, Debt and Equity Securities [Abstract] | ||
Less than 1 year | $ 71,162 | $ 70,200 |
Over 1 year | 27,508 | 28,021 |
Total short-term investments | $ 98,670 | $ 98,221 |
Investments - Other Investments
Investments - Other Investments (Details) $ in Thousands | 3 Months Ended | |
Dec. 28, 2018USD ($)investment | Dec. 29, 2017USD ($) | |
Debt Securities, Available-for-sale [Line Items] | ||
Number of equity investments | investment | 2 | |
Income (Loss) from Equity Method Investments | $ (4,556) | $ 0 |
Equity Securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Noncontrolling interest ownership percentage | 20.00% | |
Equity Securities | Compute | ||
Debt Securities, Available-for-sale [Line Items] | ||
Investment cost basis | $ 36,500 | |
Noncontrolling interest ownership percentage | 20.00% | |
Equity Method Investment, Aggregate Cost | $ 36,500 | |
Income (Loss) from Equity Method Investments | 4,600 | |
Equity Method Investments | 21,500 | |
Preferred Stock | Privately Held Manufacturing Company | ||
Debt Securities, Available-for-sale [Line Items] | ||
Investment cost basis | 5,000 | |
Other than Temporary Impairment Losses, Investments | $ 0 | |
Compute Business [Member] | ||
Debt Securities, Available-for-sale [Line Items] | ||
Cash consideration on sale of business | $ 36,500 |
Fair Value - Assets and Liabili
Fair Value - Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - Fair Value, Measurements, Recurring - USD ($) $ in Thousands | Dec. 28, 2018 | Sep. 28, 2018 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets measured at fair value | $ 98,722 | $ 98,474 |
Total liabilities measured at fair value | 8,311 | 13,714 |
Contingent consideration | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities measured at fair value | 650 | 585 |
Common stock warrant liability | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities measured at fair value | 7,661 | 13,129 |
Corporate bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets measured at fair value | 28,246 | 28,271 |
Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets measured at fair value | 52 | 253 |
Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets measured at fair value | 70,424 | 69,950 |
Active Markets for Identical Assets (Level 1) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets measured at fair value | 52 | 253 |
Total liabilities measured at fair value | 0 | 0 |
Active Markets for Identical Assets (Level 1) | Contingent consideration | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities measured at fair value | 0 | 0 |
Active Markets for Identical Assets (Level 1) | Common stock warrant liability | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities measured at fair value | 0 | 0 |
Active Markets for Identical Assets (Level 1) | Corporate bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets measured at fair value | 0 | 0 |
Active Markets for Identical Assets (Level 1) | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets measured at fair value | 52 | 253 |
Active Markets for Identical Assets (Level 1) | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets measured at fair value | 0 | 0 |
Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets measured at fair value | 98,670 | 98,221 |
Total liabilities measured at fair value | 0 | 0 |
Observable Inputs (Level 2) | Contingent consideration | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities measured at fair value | 0 | 0 |
Observable Inputs (Level 2) | Common stock warrant liability | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities measured at fair value | 0 | 0 |
Observable Inputs (Level 2) | Corporate bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets measured at fair value | 28,246 | 28,271 |
Observable Inputs (Level 2) | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets measured at fair value | 0 | 0 |
Observable Inputs (Level 2) | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets measured at fair value | 70,424 | 69,950 |
Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets measured at fair value | 0 | 0 |
Total liabilities measured at fair value | 8,311 | 13,714 |
Unobservable Inputs (Level 3) | Contingent consideration | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities measured at fair value | 650 | 585 |
Unobservable Inputs (Level 3) | Common stock warrant liability | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities measured at fair value | 7,661 | 13,129 |
Unobservable Inputs (Level 3) | Corporate bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets measured at fair value | 0 | 0 |
Unobservable Inputs (Level 3) | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets measured at fair value | 0 | 0 |
Unobservable Inputs (Level 3) | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets measured at fair value | $ 0 | $ 0 |
Fair Value Fair Value - Quantit
Fair Value Fair Value - Quantitative Information Used in Fair Value Calculation of Level 3 Liabilities (Details) | 3 Months Ended | 12 Months Ended |
Dec. 28, 2018$ / shares | Sep. 28, 2018$ / shares | |
Contingent consideration | Discounted cash flow | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Contingent consideration timing of cash flows | 1 month | 1 month |
Contingent consideration | Discounted cash flow | Discount rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Contingent consideration measurement input | 0.092 | 0.092 |
Contingent consideration | Discounted cash flow | Probability of achievement | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Contingent consideration measurement input | 1 | 0.90 |
Common stock warrant liability | Black-Scholes model | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and rights outstanding term | 1 year 11 months 23 days | 2 years 2 months 12 days |
Common stock warrant liability | Black-Scholes model | Discount rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrant liability measurement input | 0.0252 | 0.0281 |
Common stock warrant liability | Black-Scholes model | Volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrant liability measurement input | 0.667 | 0.607 |
Common stock warrant liability | Black-Scholes model | Exercise price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrant liability measurement input | 14.05 | 14.05 |
Common stock warrant liability | Black-Scholes model | Stock price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrant liability measurement input | 15 | 20.60 |
Common stock warrant liability | Black-Scholes model | Dividend rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrant liability measurement input | 0 | 0 |
Fair Value - Changes in Assets
Fair Value - Changes in Assets and Liabilities with Inputs Classified within Level 3 of Fair Value (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 28, 2018 | Dec. 29, 2017 | |
Contingent consideration | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance at beginning of period | $ 585 | $ 1,679 |
Net Realized/Unrealized Losses (Gains) Included in Earnings | 65 | (573) |
Purchases and Issuances | 0 | 0 |
Sales and Settlements | 0 | 0 |
Balance at end of period | 650 | 1,106 |
Common stock warrant liability | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance at beginning of period | 13,129 | 40,775 |
Net Realized/Unrealized Losses (Gains) Included in Earnings | (5,468) | (14,608) |
Purchases and Issuances | 0 | 0 |
Sales and Settlements | 0 | 0 |
Balance at end of period | $ 7,661 | $ 26,167 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Dec. 28, 2018 | Sep. 28, 2018 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 69,880 | $ 71,408 |
Work-in-process | 10,555 | 13,466 |
Finished goods | 40,423 | 37,963 |
Total inventory, net | $ 120,858 | $ 122,837 |
Property Plant and Equipment -
Property Plant and Equipment - Components of Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Dec. 28, 2018 | Sep. 28, 2018 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 282,499 | $ 278,286 |
Less accumulated depreciation and amortization | (133,615) | (128,363) |
Property and equipment, net | 148,884 | 149,923 |
Construction in process | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 23,724 | 49,661 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 178,103 | 174,638 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 14,004 | 14,984 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 3,496 | 2,306 |
Computer equipment and software | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 18,113 | 17,317 |
Capital lease assets | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 45,059 | 19,380 |
Less accumulated depreciation and amortization | $ (3,700) | $ (3,200) |
Property Plant and Equipment _2
Property Plant and Equipment - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Dec. 28, 2018 | Dec. 29, 2017 | Sep. 28, 2018 | |
Property, Plant and Equipment [Line Items] | |||
Depreciation and amortization expense | $ 7,600 | $ 7,700 | |
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | 133,615 | $ 128,363 | |
Capital lease assets | |||
Property, Plant and Equipment [Line Items] | |||
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | $ 3,700 | $ 3,200 |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) | 3 Months Ended | |
Dec. 28, 2018 | Sep. 28, 2018 | |
Debt Instrument [Line Items] | ||
Principle amount | $ 700,000,000 | |
Unamortized deferred financing costs | 10,100,000 | |
Term Loans | ||
Debt Instrument [Line Items] | ||
Unamortized deferred financing costs | 9,332,000 | |
Debt Instrument, Periodic Payment | $ 1,700,000 | |
Debt Instrument, Payment Terms, Reinvestment Of Divestiture of Business Proceeds, Period | 18 months | |
Debt Instrument, Payment Terms, Reinvestment Of Divestiture Of Business Proceeds, Transaction Completion, Period | 6 months | |
Amount drawn | $ 666,203,000 | |
Effective interest rate | 4.59% | |
Principal balance | $ 679,856,000 | |
Estimated fair value of Term Loans | 689,200,000 | $ 689,200,000 |
Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Unamortized deferred financing costs | 800,000 | |
Credit Agreement | Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Line of credit facility maximum borrowing capacity | 160,000,000 | |
Credit facility, remaining borrowing capacity | $ 160,000,000 | |
Federal Funds Effective Swap Rate [Member] | Term Loans | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate | 0.50% | |
One Month London Interbank Offered Rate (LIBOR) [Member] | Term Loans | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate | 1.00% | |
LIBOR Rate | Term Loans | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate | 2.25% | |
Minimum | LIBOR Rate | Term Loans | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate | 1.25% |
Debt Debt - Schedule of Long-te
Debt Debt - Schedule of Long-term Debt Instruments (Details) - Term Loans $ in Thousands | 3 Months Ended |
Dec. 28, 2018USD ($) | |
Debt Instrument [Line Items] | |
Principal balance | $ 679,856 |
Effective interest rate | 4.59% |
LIBOR Rate | |
Debt Instrument [Line Items] | |
Basis spread on variable rate | 2.25% |
Margin | |
Debt Instrument [Line Items] | |
Basis spread on variable rate | 2.34% |
Debt - Schedule of Remained Out
Debt - Schedule of Remained Outstanding on Term Loans (Details) - USD ($) $ in Thousands | Dec. 28, 2018 | Sep. 28, 2018 |
Debt Instrument [Line Items] | ||
Unamortized deferred financing costs | $ (10,100) | |
Current portion | 6,885 | $ 6,885 |
Long-term, less current portion | 659,318 | $ 658,372 |
Term Loans | ||
Debt Instrument [Line Items] | ||
Principal balance | 679,856 | |
Unamortized discount | (4,321) | |
Unamortized deferred financing costs | (9,332) | |
Total term loans | 666,203 | |
Current portion | 6,885 | |
Long-term, less current portion | $ 659,318 |
Debt - Schedule of Minimum Prin
Debt - Schedule of Minimum Principal Payments under Term Loans (Details) - Term Loans $ in Thousands | Dec. 28, 2018USD ($) |
Debt Instrument [Line Items] | |
2019 (remainder of fiscal year) | $ 6,885 |
2,020 | 6,885 |
2,021 | 6,885 |
2,022 | 6,885 |
2,023 | 6,885 |
Thereafter | 645,431 |
Total | $ 679,856 |
Capital Lease and Financing O_3
Capital Lease and Financing Obligations Narrative (Details) $ in Millions | Dec. 28, 2016 | Dec. 28, 2018USD ($) | Sep. 28, 2018USD ($) |
100 Chelmsford Street | |||
Capital Leased Assets [Line Items] | |||
Lease term | 20 years | ||
144 Chelmsford Street Lease | |||
Capital Leased Assets [Line Items] | |||
Lease term | 20 years | ||
Corporate Facility Leases | |||
Capital Leased Assets [Line Items] | |||
Lease term | 20 years | ||
Financing obligations associated with leases | $ 28.5 | $ 28.3 | |
121 Hale Street | |||
Capital Leased Assets [Line Items] | |||
Lease term | 14 years | ||
Capital Lease Equipment [Member] | |||
Capital Leased Assets [Line Items] | |||
Financing obligations associated with leases | $ 2.2 | $ 1.2 | |
Discount rate | |||
Capital Leased Assets [Line Items] | |||
Discount rate | 0.072 |
Capital Lease and Financing O_4
Capital Lease and Financing Obligations FutureMinimumLeasePayments (Details) $ in Thousands | Dec. 28, 2018USD ($) |
Leases [Abstract] | |
2019 (rest of fiscal year) | $ 2,495 |
2,020 | 3,308 |
2,021 | 3,231 |
2,022 | 2,638 |
2,023 | 2,563 |
Thereafter | 42,247 |
Total minimum capital lease payments | 56,482 |
Less amount representing interest | (27,515) |
Present value of net minimum capital lease payments | $ 28,967 |
Intangible Assets - Summary of
Intangible Assets - Summary of Amortization Expense of Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 28, 2018 | Dec. 29, 2017 | |
Finite-Lived Intangible Assets [Line Items] | ||
Total | $ 20,571 | $ 19,140 |
Cost of Revenue | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total | 8,052 | 8,147 |
Selling, General and Administrative | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total | $ 12,519 | $ 10,993 |
Intangible Assets - Summary o_2
Intangible Assets - Summary of Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 28, 2018 | Sep. 28, 2018 |
Finite-Lived Intangible Assets [Line Items] | ||
Trade name | $ 3,400 | $ 3,400 |
Total | 773,412 | 773,307 |
Less accumulated amortization | (281,095) | (260,522) |
Intangible assets — net | 492,317 | 512,785 |
Developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets | 251,778 | 251,673 |
Less accumulated amortization | (148,100) | (140,000) |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets | 518,234 | 518,234 |
Less accumulated amortization | $ (133,000) | $ (120,500) |
Intangible Assets - Summary o_3
Intangible Assets - Summary of Activity in Intangible Assets and Goodwill (Details) $ in Thousands | 3 Months Ended |
Dec. 28, 2018USD ($) | |
Goodwill and Intangible Assets [Roll Forward] | |
Beginning Balance | $ 773,307 |
Currency translation adjustment | 105 |
Ending Balance | 773,412 |
Goodwill [Roll Forward] | |
Balance at beginning of period | 314,076 |
Currency translation adjustment | 264 |
Balance at end of period | 314,340 |
Trade Names | |
Indefinite Lived Intangible Assets Rollforward [Roll Forward] | |
Beginning Balance | 3,400 |
Currency translation adjustment | 0 |
Ending Balance | 3,400 |
Developed technology | |
Finite-lived Intangible Assets [Roll Forward] | |
Beginning Balance | 251,673 |
Currency translation adjustment | 105 |
Ending Balance | 251,778 |
Customer relationships | |
Finite-lived Intangible Assets [Roll Forward] | |
Beginning Balance | 518,234 |
Currency translation adjustment | 0 |
Ending Balance | $ 518,234 |
Intangible Assets - Summary o_4
Intangible Assets - Summary of Estimated Amortization of Intangible Assets (Details) $ in Thousands | Dec. 28, 2018USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2019 Remaining | $ 63,209 |
2,019 | 81,698 |
2,020 | 74,084 |
2,021 | 61,847 |
2,022 | 51,470 |
Thereafter | 156,609 |
Total | $ 488,917 |
Intangible Assets - Additional
Intangible Assets - Additional Information (Details) - USD ($) $ in Thousands | Dec. 28, 2018 | Sep. 28, 2018 |
Finite-Lived Intangible Assets [Line Items] | ||
Accumulated amortization | $ 281,095 | $ 260,522 |
Developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Accumulated amortization | 148,100 | 140,000 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Accumulated amortization | $ 133,000 | $ 120,500 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - $ / shares | Dec. 28, 2018 | Sep. 28, 2018 | Mar. 31, 2012 |
Equity [Abstract] | |||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | |
Preferred stock, par value (in usd per share) | $ 0.001 | $ 0.001 | |
Common stock, shares authorized | 300,000,000 | 300,000,000 | |
Common stock, par value (in usd per share) | $ 0.001 | $ 0.001 | |
Class of Warrant or Right [Line Items] | |||
Common stock warrants per share (in usd per share) | $ 14.05 | ||
Common Stock | |||
Class of Warrant or Right [Line Items] | |||
Common stock warrants (in shares) | 1,281,358 |
Earnings (Loss) Per Share (Deta
Earnings (Loss) Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Dec. 28, 2018 | Dec. 29, 2017 | |
Numerator: | ||
Loss from continuing operations | $ (23,396) | $ (16,970) |
Loss from discontinued operations | 0 | (5,599) |
Net loss | (23,396) | (22,569) |
Warrant liability gain | (5,468) | (14,608) |
Net loss attributable to common stockholders | $ (28,864) | $ (37,177) |
Denominator: | ||
Weighted average common shares outstanding-basic | 65,277,000 | 64,325,000 |
Dilutive effect of options and warrants (in shares) | 166,750 | 784,000 |
Weighted average common shares outstanding-diluted | 65,444,000 | 65,109,000 |
Loss per share-basic: | ||
Continuing operations (in usd per share) | $ (0.358) | $ (0.26) |
Discontinued operations (in usd per share) | 0 | (0.09) |
Loss per share - basic | (0.36) | (0.35) |
Loss per share-diluted: | ||
Continuing operations (in usd per share) | (0.441) | (0.49) |
Discontinued operations (in usd per share) | 0 | (0.09) |
Loss per share - diluted | $ (0.44) | $ (0.57) |
Number of antidilutive shares of common stock excluded from the calculation (in shares) | 129,041 | 499,831 |
Restructurings Restructurings -
Restructurings Restructurings - Restructuring and Related Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 28, 2018 | Dec. 29, 2017 | |
Restructuring Cost and Reserve [Line Items] | ||
Restructuring and Related Cost, Incurred Cost | $ 4,978 | $ 4,662 |
Employee related costs [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring and Related Cost, Incurred Cost | 1,153 | 2,571 |
Facility related expenses [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring and Related Cost, Incurred Cost | 3,825 | $ 2,091 |
Ithaca Restructuring Plan [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring and Related Cost, Incurred Cost | 5,000 | |
Maximum | Ithaca Restructuring Plan [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Additional restructuring costs expected during the remainder of 2019 | $ 2,000 |
Restructurings - Summary of Cos
Restructurings - Summary of Costs Incurred and Remaining Balances Included in Accrued Expenses (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 28, 2018 | Dec. 29, 2017 | |
Restructuring Reserve [Roll Forward] | ||
Balance as of beginning of period | $ 89 | |
Current period expense | 4,978 | $ 4,662 |
Charges paid/settled | (4,277) | |
Balance as of end of period | $ 790 |
Restructurings - Additional Inf
Restructurings - Additional Information (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Dec. 28, 2018 | Dec. 29, 2017 | Sep. 27, 2019 | |
Restructuring Cost and Reserve [Line Items] | |||
Restructuring and Related Cost, Incurred Cost | $ 4,978,000 | $ 4,662,000 | |
Payments for Restructuring | 4,277,000 | ||
Ithaca Restructuring Plan [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring and Related Cost, Incurred Cost | 5,000,000 | ||
Design Facility Restructuring Plan [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring and Related Cost, Incurred Cost | 0 | ||
Minimum | Ithaca Restructuring Plan [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Additional restructuring costs expected during the remainder of 2019 | 1,500,000 | ||
Maximum | Ithaca Restructuring Plan [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Additional restructuring costs expected during the remainder of 2019 | $ 2,000,000 | ||
Scenario, Forecast | Minimum | Design Facility Restructuring Plan [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Additional restructuring costs expected during the remainder of 2019 | $ 3,700,000 | ||
Payments for Restructuring | 900,000 | ||
Scenario, Forecast | Maximum | Design Facility Restructuring Plan [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Additional restructuring costs expected during the remainder of 2019 | 4,200,000 | ||
Payments for Restructuring | $ 1,100,000 |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Details) | 3 Months Ended | ||
Dec. 28, 2018USD ($)employee$ / sharesshares | Dec. 29, 2017USD ($) | Sep. 28, 2018$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock option exercises (in shares) | shares | (100) | ||
Compensation cost expected to be recognized | $ | $ 89,200,000 | ||
Compensation cost expected to be recognized, weighted-average period | 2 years 5 months 23 days | ||
Stock options outstanding (in shares) | shares | 632,000 | 1,408,000 | |
Weighted-average exercise price per share (in usd per share) | $ / shares | $ 15.41 | $ 32.05 | |
Weighted average remaining contractual term options outstanding | 5 years 8 months 19 days | ||
Aggregate intrinsic value stock options outstanding | $ | $ 994 | ||
Weighted average exercise price of options exercisable (in dollars per share) | $ / shares | $ 12.30 | ||
Weighted-average remaining contractual term | 3 years 9 months 4 days | ||
Options exercisable intrinsic value | $ | $ 994 | ||
Options granted (in shares) | shares | 395,000 | ||
Total intrinsic value of options exercised | $ | $ 500,000 | ||
Market Based Employee Stock Options [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Term of options granted | 7 years | ||
Options granted (in shares) | shares | 395,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ / shares | $ 7.17 | ||
Aggregate grant date fair value | $ | $ 2,800,000 | ||
Expected volatility rate | 51.40% | ||
Risk-free interest rate | 3.14% | ||
Exercise price | $ / shares | $ 16.06 | ||
Expected term (years) | 3 years 9 months 21 days | ||
Target price | $ / shares | $ 61.32 | ||
Measurement period for target price | 30 days | ||
Performance Based Employee Stock Options [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Other Share Increase (Decrease) | shares | 1,122,500 | ||
Performance Based Restricted Stock Units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Granted | shares | 748,328 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Plan Modification, Number of Employees Affected | employee | 13 | ||
Share-based Goods and Nonemployee Services Transaction, Modification of Terms, Incremental Compensation Cost | $ | $ 8,200,000 | ||
Restricted Stock, Restricted Stock Units and Performance-based Restricted Stock Units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Fair value of restricted stock units vesting | $ | $ 1,000,000 | $ 700,000 | |
Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Term of options granted | 4 years | ||
Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Term of options granted | 7 years | ||
2012 Omnibus Incentive Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares available for future grants | shares | 15,700,000 | ||
Employee Stock Purchase Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares available for future grants | shares | 3,600,000 | ||
Unrecognized compensation cost | $ | $ 1,100,000 |
Share-Based Compensation - Effe
Share-Based Compensation - Effects of Stock-Based Compensation Expense Related to Stock-Based Awards to Employees and Non-Employees (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 28, 2018 | Dec. 29, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total share-based compensation expense | $ 9,273 | $ 9,992 |
Cost of Revenue | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total share-based compensation expense | 674 | 945 |
Research and Development | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total share-based compensation expense | 2,822 | 3,662 |
Selling, General and Administrative | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total share-based compensation expense | $ 5,777 | $ 5,385 |
Share-Based Compensation - Summ
Share-Based Compensation - Summary of Restricted Stock, Restricted Stock Unit and Performance-based Restricted Stock Unit Activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Dec. 28, 2018 | Sep. 28, 2018 | |
Number of RSAs, RSUs and PRSUs | ||
Balance at beginning of period (in shares) | 1,872 | |
Granted (in shares) | 1,149 | |
Vested and released (in shares) | (55) | |
Forfeited, canceled or expired (in shares) | (66) | |
Balance at end of period (in shares) | 2,900 | |
Weighted- Average Grate Date Fair Value | ||
Balance at beginning of period (in usd per share) | $ 34.15 | |
Granted (in usd per share) | 16.59 | |
Vested and released (in usd per share) | 39.02 | |
Forfeited, canceled or expired (in usd per share) | 36.30 | |
Balance at end of period (in usd per share) | $ 27.05 | |
Aggregate Intrinsic Value (in thousands) | $ 43,415 | $ 38,452 |
Share-Based Compensation Share-
Share-Based Compensation Share-Based Compensation Plans - Summary of Stock Option Activity (Details) - USD ($) | 3 Months Ended | |
Dec. 28, 2018 | Sep. 28, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock options outstanding (in shares) | 632,000 | 1,408,000 |
Weighted-average exercise price per share (in usd per share) | $ 15.41 | $ 32.05 |
Weighted average remaining contractual term options outstanding | 5 years 8 months 19 days | |
Aggregate intrinsic value stock options outstanding | $ 994 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 395,000 | |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 16.06 | |
Share-based Compensation, Stock Options, Activity [Table Text Block] | A summary of stock option activity for the three months ended December 28, 2018 is as follows (in thousands, except per share amounts and contractual term): Number of Shares Weighted-Average Exercise Price per Share Weighted-Average Remaining Contractual Term (in Years) Aggregate Intrinsic Value Options outstanding - September 28, 2018 1,408 32.05 Granted 395 16.06 Exercised 0 2.00 Forfeited, canceled or expired (1,171 ) 35.64 Options outstanding - December 28, 2018 632 15.41 5.72 994 Options vested and expected to vest - December 28, 2018 632 15.41 5.72 994 Options exercisable - December 28, 2018 217 12.30 3.76 994 | |
Stock option exercises (in shares) | 100 | |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price | $ 2 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period | (1,171,000) | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period, Weighted Average Exercise Price | $ 35.64 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number | 632,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Exercise Price | $ 15.41 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Remaining Contractual Term | 5 years 8 months 19 days | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Aggregate Intrinsic Value | $ 994 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Number | 217,000 | |
Weighted average exercise price of options exercisable (in dollars per share) | $ 12.30 | |
Weighted-average remaining contractual term | 3 years 9 months 4 days | |
Options exercisable intrinsic value | $ 994 | |
Market Based Employee Stock Options [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Term of options granted | 7 years | |
Measurement period for target price | 30 days | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 395,000 |
Share-Based Compensation Shar_2
Share-Based Compensation Share-Based Compensation Plans - Weighted Average Assumptions used for Calculating Fair Value of Stock Options Granted (Details) - Market Based Employee Stock Options [Member] | 3 Months Ended |
Dec. 28, 2018$ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Target price | $ 61.32 |
Expected volatility rate | 51.40% |
Expected term (years) | 3 years 9 months 21 days |
Risk-free interest rate | 3.14% |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 3 Months Ended | ||
Dec. 28, 2018 | Dec. 29, 2017 | Sep. 28, 2018 | |
Investments, Owned, Federal Income Tax Note [Line Items] | |||
Income tax expense | $ 1,125,000 | $ 1,353,000 | |
Unrecognized tax benefit | 1,000,000 | $ 300,000 | |
Unrecognized Tax Benefits, Decrease Resulting from Settlements with Taxing Authorities | 700,000 | ||
Penalties and interest accrued | 0 | $ 0 | |
Penalties and interest expense | $ 0 | $ 0 | |
Effective tax rate | 21.00% | 35.00% | |
Foreign earnings repatriated | $ 155,600,000 | ||
Transition tax for accumulated foreign earnings | 86,300,000 | ||
Unrecognized tax benefits that would impact income tax expense | $ 300,000 |
Related Party Transactions (Det
Related Party Transactions (Details) $ in Millions | 3 Months Ended |
Dec. 28, 2018USD ($) | |
Cadence | Public Company | |
Related Party Transaction [Line Items] | |
Other expense - related party | $ 1.8 |
Supplemental Cash Flow Inform_3
Supplemental Cash Flow Information - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 28, 2018 | Dec. 29, 2017 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Income (Loss) from Equity Method Investments | $ (4,556) | $ 0 |
Unpaid amounts related to purchase of assets | 3,000 | 1,200 |
Capitalized construction costs for capital leases | 1,100 | 2,100 |
Compute | Equity Securities | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Investment cost basis | 36,500 | |
Income (Loss) from Equity Method Investments | 4,600 | |
Developer Funded [Member] | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Capitalized construction costs for capital leases | $ 200 | $ 2,100 |
Supplemental Cash Flow Inform_4
Supplemental Cash Flow Information - Schedule of Supplemental Cash Flow Information Regarding Non-cash Investing and Financing Activities (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 28, 2018 | Dec. 29, 2017 | |
Noncash or Part Noncash Acquisitions [Line Items] | ||
Cash paid for interest | $ 5,912 | $ 6,938 |
Cash paid for income taxes | 28 | 4,155 |
Capitalized construction costs for capital leases | 1,100 | 2,100 |
Developer Funded [Member] | ||
Noncash or Part Noncash Acquisitions [Line Items] | ||
Capitalized construction costs for capital leases | $ 200 | $ 2,100 |
Geographic and Significant Cu_3
Geographic and Significant Customer Information - Additional Information (Details) | 3 Months Ended | |
Dec. 28, 2018segmentcustomer | Dec. 29, 2017customer | |
Segment Reporting [Abstract] | ||
Number of reportable operating segment | segment | 1 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Number of major customers | customer | 10 | 10 |
Revenue | Customer Concentration Risk [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Concentration risk, percentage | 61.00% | 51.00% |
Geographic and Significant Cu_4
Geographic and Significant Customer Information - Summary of Different Geographic Regions (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Dec. 28, 2018 | Dec. 29, 2017 | Sep. 28, 2018 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenue by Geographic Region | $ 150,689 | $ 130,925 | |
Long-Lived Assets by Geographic Region | 148,884 | $ 149,923 | |
United States | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenue by Geographic Region | 68,118 | 55,356 | |
Long-Lived Assets by Geographic Region | 122,740 | 122,888 | |
China | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenue by Geographic Region | 44,622 | 37,688 | |
Asia Pacific, excluding China | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenue by Geographic Region | 23,415 | 22,886 | |
Asia Pacific | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Long-Lived Assets by Geographic Region | 23,732 | 24,702 | |
Other Countries | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenue by Geographic Region | 14,534 | $ 14,995 | |
Long-Lived Assets by Geographic Region | $ 2,412 | $ 2,333 |
Geographic and Significant Cu_5
Geographic and Significant Customer Information - Summary of Customer Concentrations as Percentage of Revenue and Accounts Receivable (Details) - Customer Concentration Risk [Member] | 3 Months Ended | |
Dec. 28, 2018 | Dec. 29, 2017 | |
Revenue | ||
Revenue from External Customer [Line Items] | ||
Concentration risk, percentage | 61.00% | 51.00% |
Revenue | Customer A | ||
Revenue from External Customer [Line Items] | ||
Concentration risk, percentage | 15.00% | 10.00% |
Accounts Receivable [Member] | Customer A | ||
Revenue from External Customer [Line Items] | ||
Concentration risk, percentage | 20.00% | 19.00% |
Accounts Receivable [Member] | Customer B | ||
Revenue from External Customer [Line Items] | ||
Concentration risk, percentage | 8.00% | 26.00% |