Cover Page
Cover Page - USD ($) $ in Thousands | 9 Months Ended | ||
Jun. 30, 2023 | Jul. 31, 2023 | Sep. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-Q | ||
Document Quarterly Report | true | ||
Document Period End Date | Jun. 30, 2023 | ||
Document Transition Report | false | ||
Entity File Number | 001-35451 | ||
Entity Registrant Name | MACOM Technology Solutions Holdings, Inc. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 27-0306875 | ||
Entity Address, Address Line One | 100 Chelmsford Street | ||
Entity Address, City or Town | Lowell | ||
Entity Address, State or Province | MA | ||
Entity Address, Postal Zip Code | 01851 | ||
City Area Code | 978 | ||
Local Phone Number | 656-2500 | ||
Title of 12(b) Security | Common Stock, par value $0.001 per share | ||
Trading Symbol | MTSI | ||
Security Exchange Name | NASDAQ | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Common Stock, Shares Outstanding | 70,987,756 | ||
Entity Central Index Key | 0001493594 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --09-29 | ||
Document Fiscal Period Focus | Q3 | ||
Document Fiscal Year Focus | 2023 | ||
Debt Securities, Available-for-sale, Accumulated Gross Unrealized Loss, before Tax | $ (3,820) | $ (5,906) |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2023 | Sep. 30, 2022 |
Assets, Current [Abstract] | ||
Cash and cash equivalents | $ 121,520 | $ 119,952 |
Short-term investments | 466,072 | 466,580 |
Accounts Receivable, after Allowance for Credit Loss, Current | 105,893 | 101,551 |
Inventories | 139,008 | 114,960 |
Prepaid and other current assets | 19,558 | 10,040 |
Total current assets | 852,051 | 813,083 |
Property and equipment, net | 155,376 | 123,701 |
Goodwill | 323,734 | 311,417 |
Intangible assets, net | 66,288 | 51,254 |
Deferred income taxes | 210,675 | 237,415 |
Other long-term assets | 34,587 | 34,947 |
Total assets | 1,642,711 | 1,571,817 |
Less: Current portion of long-term debt | 120,307 | 0 |
Current liabilities: | ||
Finance lease liabilities | 4,935 | 1,006 |
Accounts payable | 27,409 | 30,733 |
Accrued liabilities | 57,986 | 65,475 |
Total current liabilities | 210,637 | 97,214 |
Finance lease liabilities | 32,081 | 27,032 |
Financing obligation | 9,371 | 9,544 |
Long-term debt, less current portion | 446,848 | 565,920 |
Other long-term liabilities | 29,066 | 29,359 |
Total liabilities | 728,003 | 729,069 |
Stockholders’ equity: | ||
Common stock | 71 | 70 |
Treasury stock, at cost | (330) | (330) |
Accumulated other comprehensive loss | (2,883) | (5,851) |
Additional paid-in capital | 1,205,009 | 1,203,145 |
Accumulated deficit | (287,159) | (354,286) |
Total stockholders’ equity | 914,708 | 842,748 |
Total liabilities and stockholders' equity | $ 1,642,711 | $ 1,571,817 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2023 | Jul. 01, 2022 | Jun. 30, 2023 | Jul. 01, 2022 | |
Income Statement [Abstract] | ||||
Revenue | $ 148,522 | $ 172,259 | $ 498,032 | $ 497,027 |
Cost of revenue | 62,396 | 67,717 | 198,861 | 199,353 |
Gross profit | 86,126 | 104,542 | 299,171 | 297,674 |
Operating expenses: | ||||
Research and development | 36,668 | 37,625 | 111,037 | 108,550 |
Selling, general and administrative | 32,152 | 30,914 | 96,341 | 93,481 |
Total operating expenses | 68,820 | 68,539 | 207,378 | 202,031 |
Income from operations | 17,306 | 36,003 | 91,793 | 95,643 |
Other income (expense): | ||||
Interest income (expense), net | 2,344 | (845) | 4,580 | (3,928) |
Other (expense) income, net | (29) | 13 | (207) | 114,866 |
Total other income (expense), net | 2,315 | (832) | 4,373 | 110,938 |
Income before income taxes | 19,621 | 35,171 | 96,166 | 206,581 |
Income tax expense | 7,768 | 2,937 | 29,039 | 5,962 |
Net income | $ 11,853 | $ 32,234 | $ 67,127 | $ 200,619 |
Net income per share: | ||||
Income (loss) per share - Basic (usd per share) | $ 0.17 | $ 0.46 | $ 0.95 | $ 2.88 |
Income (loss) per share - Diluted (usd per share) | $ 0.17 | $ 0.45 | $ 0.94 | $ 2.82 |
Weighted average shares used: | ||||
Basic (in shares) | 70,937 | 69,946 | 70,739 | 69,712 |
Diluted (in shares) | 71,408 | 71,060 | 71,395 | 71,130 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive (Loss) Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2023 | Jul. 01, 2022 | Jun. 30, 2023 | Jul. 01, 2022 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 11,853 | $ 32,234 | $ 67,127 | $ 200,619 |
OCI, Debt Securities, Available-for-Sale, Unrealized Holding Gain (Loss), before Adjustment and Tax | (409) | (1,219) | 2,971 | (4,171) |
Foreign currency translation loss, net of tax | (1,041) | (1,742) | (3) | (2,745) |
Other comprehensive (loss) income, net of tax | (1,450) | (2,961) | 2,968 | (6,916) |
Total comprehensive income | $ 10,403 | $ 29,273 | $ 70,095 | $ 193,703 |
Condensed Consolidated Statem_3
Condensed Consolidated Statement of Stockholders' Equity (Unaudited) - USD ($) shares in Thousands, $ in Thousands | Total | Cumulative Effect, Period of Adoption, Adjustment | Common Stock | Treasury Stock | Accumulated Other Comprehensive Income | Additional Paid-in Capital | Additional Paid-in Capital Cumulative Effect, Period of Adoption, Adjustment | Accumulated Deficit | Accumulated Deficit Cumulative Effect, Period of Adoption, Adjustment |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Balance at the beginning of the period, treasury stock (in shares) | 23 | ||||||||
Balance at beginning of period, (in shares) at Oct. 01, 2021 | 68,877 | ||||||||
Balance at beginning of period at Oct. 01, 2021 | $ 471,736 | $ (72,177) | $ 69 | $ (330) | $ 4,150 | $ 1,269,601 | $ (79,690) | $ (801,754) | $ 7,513 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Stock option exercises (in shares) | 190 | ||||||||
Stock option exercises | 2,688 | 2,688 | |||||||
Vesting of restricted common stock and units (in shares) | 1,351 | ||||||||
Vesting of restricted common stock and units | 1 | $ 1 | |||||||
Issuance of common stock pursuant to employee stock purchase plan (in shares) | 122 | ||||||||
Issuance of common stock pursuant to employee stock purchase plan | 5,364 | 5,364 | |||||||
Shares repurchased for stock withholdings on restricted stock awards (in shares) | (520) | ||||||||
Shares repurchased for tax withholdings on equity awards | (35,935) | (35,935) | |||||||
Share-based compensation | 30,260 | 30,260 | |||||||
Other comprehensive income, net of tax | (6,916) | (6,916) | |||||||
Net income | 200,619 | 200,619 | |||||||
Balance at end of period, (in shares) at Jul. 01, 2022 | 70,020 | ||||||||
Balance at end of period at Jul. 01, 2022 | 595,640 | $ 70 | $ (330) | (2,766) | 1,192,288 | (593,622) | |||
Balance at end of period, treasury stock (in shares) at Jul. 01, 2022 | (23) | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Balance at the beginning of the period, treasury stock (in shares) | 23 | ||||||||
Balance at beginning of period, (in shares) at Apr. 01, 2022 | 69,910 | ||||||||
Balance at beginning of period at Apr. 01, 2022 | 554,283 | $ 70 | $ (330) | 195 | 1,180,204 | (625,856) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Vesting of restricted common stock and units (in shares) | 67 | ||||||||
Vesting of restricted common stock and units | 0 | $ 0 | |||||||
Issuance of common stock pursuant to employee stock purchase plan (in shares) | 66 | ||||||||
Issuance of common stock pursuant to employee stock purchase plan | 2,917 | 2,917 | |||||||
Shares repurchased for stock withholdings on restricted stock awards (in shares) | (23) | ||||||||
Shares repurchased for tax withholdings on equity awards | (1,178) | (1,178) | |||||||
Share-based compensation | 10,345 | 10,345 | |||||||
Other comprehensive income, net of tax | (2,961) | (2,961) | |||||||
Net income | 32,234 | 32,234 | |||||||
Balance at end of period, (in shares) at Jul. 01, 2022 | 70,020 | ||||||||
Balance at end of period at Jul. 01, 2022 | 595,640 | $ 70 | $ (330) | (2,766) | 1,192,288 | (593,622) | |||
Balance at end of period, treasury stock (in shares) at Jul. 01, 2022 | (23) | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Balance at the beginning of the period, treasury stock (in shares) | 23 | ||||||||
Balance at the beginning of the period, treasury stock (in shares) | 23 | ||||||||
Balance at beginning of period, (in shares) at Sep. 30, 2022 | 70,022 | ||||||||
Balance at beginning of period at Sep. 30, 2022 | 842,748 | $ 70 | $ (330) | (5,851) | 1,203,145 | (354,286) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Vesting of restricted common stock and units (in shares) | 1,404 | ||||||||
Vesting of restricted common stock and units | 1 | $ 1 | |||||||
Issuance of common stock pursuant to employee stock purchase plan (in shares) | 121 | ||||||||
Issuance of common stock pursuant to employee stock purchase plan | 5,574 | 5,574 | |||||||
Shares repurchased for stock withholdings on restricted stock awards (in shares) | (536) | ||||||||
Shares repurchased for tax withholdings on equity awards | (32,479) | (32,479) | |||||||
Share-based compensation | 28,769 | 28,769 | |||||||
Other comprehensive income, net of tax | 2,968 | 2,968 | |||||||
Net income | 67,127 | 67,127 | |||||||
Balance at end of period, (in shares) at Jun. 30, 2023 | 71,011 | ||||||||
Balance at end of period at Jun. 30, 2023 | 914,708 | $ 71 | $ (330) | (2,883) | 1,205,009 | (287,159) | |||
Balance at end of period, treasury stock (in shares) at Jun. 30, 2023 | (23) | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Balance at the beginning of the period, treasury stock (in shares) | 23 | ||||||||
Balance at beginning of period, (in shares) at Mar. 31, 2023 | 70,897 | ||||||||
Balance at beginning of period at Mar. 31, 2023 | 894,015 | $ 71 | $ (330) | (1,433) | 1,194,719 | (299,012) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Vesting of restricted common stock and units (in shares) | 66 | ||||||||
Vesting of restricted common stock and units | 0 | $ 0 | |||||||
Issuance of common stock pursuant to employee stock purchase plan (in shares) | 69 | ||||||||
Issuance of common stock pursuant to employee stock purchase plan | 3,254 | 3,254 | |||||||
Shares repurchased for stock withholdings on restricted stock awards (in shares) | (21) | ||||||||
Shares repurchased for tax withholdings on equity awards | (1,226) | (1,226) | |||||||
Share-based compensation | 8,262 | 8,262 | |||||||
Other comprehensive income, net of tax | (1,450) | (1,450) | |||||||
Net income | 11,853 | 11,853 | |||||||
Balance at end of period, (in shares) at Jun. 30, 2023 | 71,011 | ||||||||
Balance at end of period at Jun. 30, 2023 | $ 914,708 | $ 71 | $ (330) | $ (2,883) | $ 1,205,009 | $ (287,159) | |||
Balance at end of period, treasury stock (in shares) at Jun. 30, 2023 | (23) | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Balance at the beginning of the period, treasury stock (in shares) | 23 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Jun. 30, 2023 | Jul. 01, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income | $ 67,127 | $ 200,619 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and intangibles amortization | 38,415 | 43,052 |
Share-based compensation | 28,769 | 30,260 |
Deferred income taxes | 27,431 | 2,110 |
Amortization on marketable securities, net | (8,627) | 790 |
Gain on equity method investment, net | 0 | (114,908) |
Other adjustments, net | 3,345 | 406 |
Change in operating assets and liabilities: | ||
Accounts receivable | (2,387) | (22,024) |
Inventories | (12,208) | (27,529) |
Prepaid expenses and other assets | (2,923) | 897 |
Accounts payable | (4,135) | 14,128 |
Accrued and other liabilities | (16,607) | (12,657) |
Income taxes | (1,637) | 1,845 |
Net cash provided by operating activities | 116,563 | 116,989 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Acquisition of businesses, net of cash acquired | (87,692) | 0 |
Proceeds from sale of equity method investment | 0 | 127,750 |
Purchases of property and equipment | (18,890) | (18,818) |
Proceeds from sales and maturities of short-term investments | 364,116 | 165,998 |
Purchases of short-term investments | (352,900) | (386,762) |
Proceeds from sale of property and equipment | 8,005 | 23 |
Net cash used in investing activities | (87,361) | (111,809) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Payments on finance leases and other | (890) | (726) |
Proceeds from stock option exercises and employee stock purchases | 5,574 | 8,052 |
Repurchase of common stock - tax withholdings on equity awards | (32,479) | (35,935) |
Net cash used in financing activities | (27,795) | (28,609) |
Foreign currency effect on cash | 161 | (938) |
NET CHANGE IN CASH AND CASH EQUIVALENTS | 1,568 | (24,367) |
CASH AND CASH EQUIVALENTS — Beginning of period | 119,952 | 156,537 |
CASH AND CASH EQUIVALENTS — End of period | $ 121,520 | $ 132,170 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Jun. 30, 2023 | |
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 (the “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, comprehensive income, stockholders' equity and 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 condensed consolidated balance sheet as of September 30, 2022 is as reported in our audited consolidated financial statements as of that date. Our accounting policies are described in the notes to our September 30, 2022 consolidated financial statements, which were included in our Annual Report on Form 10-K for our fiscal year ended September 30, 2022 filed with the SEC on November 14, 2022 (the “2022 Annual Report on Form 10-K”). 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 2022 Annual Report on Form 10-K. Principles of Consolidation, Basis of Presentation and Reclassification —The accompanying condensed consolidated financial statements include our accounts and the accounts of our majority-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. In the condensed consolidated financial statements, certain balances have been reclassified to conform to the current year presentation. We have a 52- or 53-week fiscal year ending on the Friday closest to the last day of September. Fiscal years 2023 and 2022 each include 52 weeks. To offset the effect of holidays, for fiscal years in which there are 53 weeks, we include the extra week arising in such fiscal years in the first fiscal quarter. Use of Estimates —The preparation of condensed consolidated financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities during the reporting periods, the reported amounts of revenue and expenses during the reporting periods and the disclosure of contingent assets and liabilities at the date of the financial statements. On an ongoing basis, 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. The accounting policies which our management believes involve the most significant application of judgment or involve complex estimation, are inventories and associated reserves; revenue reserves; goodwill and intangible asset valuation; share-based compensation valuations and income taxes. Recent Accounting Pronouncements —Our Recent Accounting Pronouncements are described in our 2022 Annual Report on Form 10-K. Pronouncements for Adoption in Subsequent Periods The FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting , amended by ASU 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848 , which provides optional expedients and exceptions to applying the guidance on contract modifications, hedge accounting, and other transactions, to simplify the accounting for transitioning from the London Interbank Offered Rate, and other interbank offered rates expected to be discontinued, to alternative reference rates. The guidance in this update was effective upon its issuance. If elected, the guidance is to be applied prospectively through December 31, 2024. We do not expect to adopt this standard in relation to our Credit Agreement (defined below), and, therefore, we do not expect this standard to have a material effect on our financial position or results of operations. For additional information regarding our Credit Agreement, refer to Note 9 - Debt. |
Revenue
Revenue | 9 Months Ended |
Jun. 30, 2023 | |
Revenue [Abstract] | |
Revenue | 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 present our revenue disaggregated by markets and geography (in thousands): Three Months Ended Nine Months Ended June 30, 2023 July 1, 2022 June 30, 2023 July 1, 2022 Revenue by Market: Telecommunications $ 38,333 $ 61,988 $ 153,670 $ 180,738 Industrial & Defense 83,549 75,509 237,911 215,794 Data Center 26,640 34,762 106,451 100,495 Total $ 148,522 $ 172,259 $ 498,032 $ 497,027 Three Months Ended Nine Months Ended June 30, 2023 July 1, 2022 June 30, 2023 July 1, 2022 Revenue by Geographic Region: United States $ 73,262 $ 77,434 $ 244,685 $ 226,407 China 24,296 47,613 98,776 129,705 Asia Pacific, excluding China (1) 23,400 27,225 72,942 83,756 Other Countries (2) 27,564 19,987 81,629 57,159 Total $ 148,522 $ 172,259 $ 498,032 $ 497,027 (1) Asia Pacific primarily represents Australia, Japan, Malaysia, Singapore, South Korea, Taiwan and Thailand. (2) No country or region represented greater than 10% of our total revenue as of the dates presented, other than the United States, China and 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 deferred revenue, including advanced consideration received from customers for contracts prior to the transfer of control to the customer, and, therefore, revenue is subsequently recognized upon delivery of products and services. The following table presents the changes in contract liabilities during the nine months ended June 30, 2023 (in thousands, except percentage): June 30, September 30, 2022 $ Change % Change Contract liabilities $ 3,600 $ 3,916 $ (316) (8) % |
Acquisitions
Acquisitions | 9 Months Ended |
Jun. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | ACQUISITIONS Linearizer Technology, Inc.— On March 3, 2023, we completed the acquisition of Linearizer Technology, Inc. (“Linearizer”), a developer of modules and subsystems, including solid state amplifiers (SSPAs), microwave predistortion linearizers and microwave photonics based in Hamilton, New Jersey (the “Linearizer Acquisition”). We acquired Linearizer to further strengthen our component and subsystem design expertise in our target markets. In connection with the Linearizer Acquisition, we acquired all of the outstanding shares of Linearizer for total cash consideration of approximately $51.6 million, subject to customary purchase price adjustments. We funded the Linearizer Acquisition with cash-on-hand. During the three and nine months ended June 30, 2023, we incurred acquisition-related transaction costs of approximately $0.2 million and $2.1 million , respectively, which are included in selling, general and administrative expense. There were no transaction costs for the three and nine months ended July 1, 2022. The Linearizer Acquisition was accounted for as a business combination and the operations of Linearizer have been included in our consolidated financial statements since the date of acquisition. The purchase price for the Linearizer Acquisition has been allocated based on preliminary estimates of fair values of the acquired assets and assumed liabilities at the date of acquisition as follows (in thousands): At Acquisition Date as Reported Current assets $ 2,819 Inventory 8,907 Property and equipment 5,485 Intangible assets 29,600 Goodwill 12,332 Total assets acquired 59,143 Current liabilities 7,544 Total liabilities assumed 7,544 Purchase Price $ 51,599 Intangible assets consist of customer relationships, technology and trade name with fair values of $20.7 million, $7.1 million and $1.8 million, respectively, and useful lives of 8.6 years, 7.6 years and 7.6 years, respectively. We used the income approach to determine the fair value of the definite-lived intangible assets and the cost and market approaches to determine the fair value of our property, plant and equipment. We amortize definite-lived assets based on the pattern over which we expect to receive the economic benefit from these assets. The intangible assets and goodwill acquired will be amortizable for tax purposes due to the Section 338 election filed. The determination and allocation of purchase price consideration is based on preliminary estimates of fair value; such estimates and assumptions are subject to change within the measurement period (up to one year from the acquisition date). As of June 30, 2023, the purchase price allocation for Linearizer remains open as we gather additional information regarding the assets acquired and the liabilities assumed, primarily in relation to the valuation of intangibles, inventory, fixed assets, leases and contingencies. On March 3, 2023, we entered into a lease agreement with an entity that is majority-owned by certain former Linearizer employees, which is deemed to be a related party agreement. We have the option to purchase the facility for $3.8 million. As of the date of this Quarterly Report on Form 10-Q, we have not exercised such right. During the nine months ended June 30, 2023, we made lease-related payments of $0.4 million. This lease is classified as a finance lease on our condensed consolidated balance sheet and the lease asset is included in property and equipment of $5.5 million in the purchase price allocation table above. Pro forma financial information for the three and nine months ended June 30, 2023 and July 1, 2022 and the actual results of operations for Linearizer since the acquisition date are not material to our condensed consolidated financial statements for the periods presented. OMMIC SAS — On May 31, 2023, we completed the acquisition of the key manufacturing facilities, capabilities, technologies and other assets and certain specified liabilities of OMMIC SAS, a semiconductor manufacturer based in Limeil-Brévannes, France with expertise in wafer fabrication, epitaxial growth and monolithic microwave integrated circuit (“MMIC”) processing and design. We are referring to this asset acquisition as the MACOM European Semiconductor Center Acquisition (the “MESC Acquisition”). We completed the MESC Acquisition to expand our European footprint and to enable us to offer higher frequency Gallium Arsenide and Gallium Nitride MMICs. Total cash consideration paid for the MESC Acquisition was approximately $36.9 million and was funded with cash-on-hand. During the three and nine months ended June 30, 2023, we incurred acquisition-related transaction costs of approximately $1.0 million and $2.6 million , respectively, which are included in selling, general and administrative expense. As of June 30, 2023, cumulative acquisition-related transaction cost expense incurred is $3.4 million. There were no transaction costs for the three and nine months ended July 1, 2022. The purchase price for the MESC Acquisition has been allocated based on preliminary estimates of fair values of the acquired assets and assumed liabilities at the date of acquisition as follows (in thousands): At Acquisition Date as Reported Current assets $ 297 Inventory 3,790 Property and equipment 30,538 Intangible assets 5,966 Total assets acquired 40,591 Current liabilities 3,734 Total liabilities assumed 3,734 Purchase Price $ 36,857 As part of the acquisition, we assumed a lease agreement for the manufacturing facilities in France that gives us the option to purchase the real property at the end of the lease term, in October 2024. We expect to exercise this bargain purchase option and have recorded a right-of-use-asset of $24.7 million in Property and equipment. The real property was valued using a market approach. Intangible assets consist of customer relationships and technology of $1.1 million and $4.9 million, respectively, and useful lives of 8.3 years and 8.3 years, respectively. We used the income approach to determine the fair value of the definite-lived intangible assets and the cost and market approaches to determine the fair value of our property, plant and equipment. We amortize definite-lived assets based on the pattern over which we expect to receive the economic benefit from these assets. The determination and allocation of purchase price consideration is based on preliminary estimates of fair value; such estimates and assumptions are subject to change within the measurement period (up to one year from the acquisition date). As of June 30, 2023, the purchase price allocation for the MESC Acquisition remains open as we gather additional information regarding the assets acquired and the liabilities assumed, primarily in relation to the valuation of intangibles, inventory, property and equipment, leases, liabilities and contingencies. Pro forma financial information for the three and nine months ended June 30, 2023 and July 1, 2022 and the actual results of operations for MESC since the acquisition date are not material to our condensed consolidated financial statements for the periods presented. |
Investments
Investments | 9 Months Ended |
Jun. 30, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments | INVESTMENTS All investments are short-term in nature and are invested in corporate bonds, commercial paper, and U.S. Treasury securities and are classified as available-for-sale. These corporate bonds, commercial paper and U.S. Treasury securities are owned directly by the Company and are segregated in brokerage custody accounts. The amortized cost, gross unrealized holding gains or losses and fair value of our available-for-sale investments by major investment type are summarized in the tables below (in thousands): June 30, 2023 Amortized Gross Gross Aggregate Fair Corporate bonds $ 153,572 $ — $ (3,392) $ 150,180 Commercial paper 304,204 — (424) 303,780 U.S. Treasury securities 12,116 — (4) 12,112 Total short-term investments $ 469,892 $ — $ (3,820) $ 466,072 September 30, 2022 Amortized Gross Gross Aggregate Fair Corporate bonds $ 146,163 $ 5 $ (4,492) $ 141,676 Commercial paper 326,318 — (1,414) 324,904 Total short-term investments $ 472,481 $ 5 $ (5,906) $ 466,580 The contractual maturities of available-for-sale investments were as follows (in thousands): June 30, September 30, 2022 Less than one year $ 377,103 $ 368,141 Over one year 88,969 98,439 Total available-for-sale investments $ 466,072 $ 466,580 We have determined that the gross unrealized losses on available for sale securities as of June 30, 2023 and September 30, 2022 are temporary in nature and/or do not relate to credit loss, and therefore there is no expense for credit losses recorded in our condensed consolidated statements of operations. Unrealized gains and losses on available-for-sale investments are reported as a separate component of stockholders’ equity within accumulated other comprehensive income. During the three months ended June 30, 2023 and July 1, 2022, Interest income (expense), net included interest income on short-term investments of $6.0 million and $1.3 million, respectively. During the nine months ended June 30, 2023 and July 1, 2022, Interest income (expense), net included interest income on short-term investments of $14.8 million and $2.1 million, respectively. Other Investments —As of June 30, 2023, we held a non-marketable equity investment in Series B preferred stock 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 Accounting Standards Codification 820, Fair Value Measurement, we have elected to account for this investment at cost less any impairment. We evaluate this investment for impairment at each balance sheet date. As of June 30, 2023 and September 30, 2022, the carrying value of this investment was $2.5 million and it was classified as a long-term investment. On December 23, 2021, we sold our non-controlling investment of less than 10% in the outstanding equity of a private company to one of the other limited liability company members, pursuant to the terms of a previously negotiated call option included in the private company’s limited liability company agreement, as amended and restated (the “LLC Agreement”), in exchange for a predetermined fixed price as set forth in the LLC Agreement of approximately $127.8 million in cash consideration. As of December 23, 2021, the carrying value of this investment was approximately $9.5 million. As a result of this transaction, during the three months ended December 31, 2021, we recorded a gain of $118.2 million in Other (expense) income, net in our condensed consolidated statements of operations. The nine months ended July 1, 2022 includes a gain on the sale of our equity method investment of $118.2 million, and we recorded net losses of $3.3 million associated with such equity method investment. |
Fair Value
Fair Value | 9 Months Ended |
Jun. 30, 2023 | |
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. There have been no transfers between Level 1, 2 or 3 assets or liabilities during the three and nine months ended June 30, 2023. Assets and liabilities measured at fair value on a recurring basis consist of the following (in thousands): June 30, 2023 Fair Value Active Markets for Identical Assets (Level 1) Observable Inputs (Level 2) Unobservable Inputs (Level 3) Assets Money market funds $ 70,161 $ 70,161 $ — $ — U.S. Treasury securities 12,112 12,112 — — Commercial paper 303,780 — 303,780 — Corporate bonds 150,180 — 150,180 — Total assets measured at fair value $ 536,233 $ 82,273 $ 453,960 $ — September 30, 2022 Fair Value Active Markets for Identical Assets (Level 1) Observable Inputs (Level 2) Unobservable Inputs (Level 3) Assets Money market funds $ 1,392 $ 1,392 $ — $ — Commercial paper 324,904 — 324,904 — Corporate bonds 141,676 — 141,676 — Total assets measured at fair value $ 467,972 $ 1,392 $ 466,580 $ — |
Inventories
Inventories | 9 Months Ended |
Jun. 30, 2023 | |
Inventory Disclosure [Abstract] | |
Inventories | INVENTORIES Inventories consist of the following (in thousands): June 30, September 30, Raw materials $ 82,395 $ 72,595 Work-in-process 18,317 12,455 Finished goods 38,296 29,910 Total inventory, net $ 139,008 $ 114,960 |
Property, Plant and Equipment
Property, Plant and Equipment | 9 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | PROPERTY AND EQUIPMENT Property and equipment consists of the following (in thousands): June 30, September 30, Construction in process $ 8,502 $ 10,837 Machinery and equipment 237,856 227,844 Leasehold improvements 35,359 35,651 Furniture and fixtures 3,017 2,535 Computer equipment and software 18,014 18,347 Finance lease assets 68,858 34,417 Total property and equipment 371,606 329,631 Less accumulated depreciation and amortization (216,230) (205,930) Property and equipment, net $ 155,376 $ 123,701 The increase in Finance lease assets between September 30, 2022 and June 30, 2023 is primarily related to a lease acquired as part of the MESC Acquisition. For additional information regarding the MESC Acquisition, refer to Note 3 - Acquisitions. Depreciation and amortization expense related to property and equipment for the three and nine months ended June 30, 2023 was $5.9 million and $17.7 million, respectively. Depreciation and amortization expense related to property and equipment for the three and nine months ended July 1, 2022 was $5.9 million and $17.7 million, respectively. Accumulated |
Intangible Assets
Intangible Assets | 9 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | INTANGIBLE ASSETS Amortization expense related to intangible assets is as follows (in thousands): Three Months Ended Nine Months Ended June 30, July 1, June 30, July 1, Cost of revenue $ 1,131 $ 1,779 $ 3,028 $ 6,062 Selling, general and administrative 5,976 6,276 17,644 19,334 Total $ 7,107 $ 8,055 $ 20,672 $ 25,396 Intangible assets consist of the following (in thousands): June 30, September 30, Acquired technology $ 191,550 $ 179,434 Customer relationships 267,660 245,870 Trade name (1) 5,200 3,400 Total 464,410 428,704 Less accumulated amortization (398,122) (377,450) Intangible assets — net $ 66,288 $ 51,254 (1) Includes an indefinite-lived trade name of $3.4 million that is not amortized. A summary of the activity in gross intangible assets and goodwill is as follows (in thousands): Intangible Assets Total Intangible Assets Acquired Customer Trade Name Goodwill Balance as of September 30, 2022 $ 428,704 $ 179,434 $ 245,870 $ 3,400 $ 311,417 Acquired 35,566 12,001 21,765 1,800 12,333 Currency translation adjustment 140 115 25 — (16) Balance as of June 30, 2023 $ 464,410 $ 191,550 $ 267,660 $ 5,200 $ 323,734 As of June 30, 2023, our estimated amortization of our intangible assets in future fiscal years was as follows (in thousands): 2023 Remaining 2024 2025 2026 2027 Thereafter Total Amortization expense $ 7,433 19,376 8,114 7,130 6,573 14,262 $ 62,888 Accumulated amortization for acquired technology and customer relationships were $178.2 million and $219.8 million, respectively, as of June 30, 2023, and $175.2 million and $202.3 million, respectively, as of September 30, 2022. |
Debt
Debt | 9 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Debt | DEBT The following represents the outstanding balances and effective interest rates of our borrowings as of June 30, 2023 and September 30, 2022, (in thousands, except percentages): June 30, 2023 September 30, 2022 Principal Balance Effective Interest Rate Principal Balance Effective Interest Rate LIBOR plus 2.25% term loans due May 2024 $ 120,766 7.40 % $ 120,766 4.77 % 0.25% convertible notes due March 2026 450,000 0.54 % 450,000 0.54 % Total principal amount outstanding 570,766 570,766 Less: Current portion of long-term debt 120,307 — Unamortized discount on term loans and deferred financing costs (3,611) (4,846) Total long-term debt, less current portion $ 446,848 $ 565,920 Term Loans As of June 30, 2023, we are party to a credit agreement, dated as of May 8, 2014, with a syndicate of lenders and Goldman Sachs Bank USA, 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 June 30, 2023, the Credit Agreement consisted of term loans with an initial aggregate principal amount of $700.0 million (the “Term Loans”) that 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%. Effective July 1, 2023, the LIBOR rate is no longer published and our interest rate will be calculated using synthetic USD LIBOR during the fourth quarter of fiscal 2023. The change to synthetic USD LIBOR did not require an amendment to the Credit Agreement. As of June 30, 2023, there are no minimum principal repayments on the Term Loans until May 2024 when the remaining principal balance of $120.8 million becomes due. The fair value of the Term Loans was estimated to be approximately $120.3 million and $120.2 million as of June 30, 2023 and September 30, 2022, respectively, and was determined using Level 2 inputs, including a quoted price from a financial institution. For the three and nine months ended June 30, 2023, total interest expense for the Term Loans was $2.2 million and $6.1 million, respectively. For the three and nine months ended July 1, 2022, total interest expense for the Term Loans was $0.9 million and $2.4 million, respectively. As of June 30, 2023, approximately $0.3 million of deferred financing costs remain unamortized related to the Term Loans and is recorded as a direct reduction of the recognized debt liabilities in our accompanying condensed consolidated balance sheet. The Term Loans 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. On August 2, 2023, we paid the total outstanding principal balance on our Term Loans of $120.8 million and accrued interest of less than $0.1 million with cash-on-hand. 2026 Convertible Notes On March 25, 2021, we issued 0.25% convertible senior notes due in fiscal year 2026, pursuant to an indenture dated as of such date (the “Indenture”), between the Company and U.S. Bank National Association, as trustee, with an aggregate principal amount of $400.0 million (the “Initial Notes”), and on April 6, 2021, we issued an additional $50.0 million aggregate principal amount (the “Additional Notes”) (together, the “2026 Convertible Notes”). The aggregate principal balance of the 2026 Convertible Notes is $450.0 million. The 2026 Convertible Notes will mature on March 15, 2026, unless earlier converted, redeemed or repurchased. The Additional Notes were issued and sold to the initial purchaser of the Initial Notes, pursuant to the option to purchase the Additional Notes granted by the Company to the initial purchaser and have the same terms as the Initial Notes. Holders of the 2026 Convertible Notes may convert their notes at their option at any time prior to the close of business on the business day immediately preceding December 15, 2025 in multiples of $1,000 principal amount, only under the following circumstances: (i) during any fiscal quarter commencing after the fiscal quarter ending on July 2, 2021 (and only during such fiscal quarter), if the last reported sale price of our common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding fiscal quarter is greater than or equal to 130% of the conversion price for the notes on each applicable trading day; (ii) during the five business day period after any five consecutive trading day period (the “Measurement Period”) in which the “trading price” (as defined in the Indenture) per $1,000 principal amount of the notes for each trading day of the Measurement Period was less than 98% of the product of the last reported sale price of our common stock and the conversion rate for the notes on each such trading day; (iii) if we call such notes for redemption, at any time prior to the close of business on the second scheduled trading day immediately preceding the applicable redemption date; or (iv) upon the occurrence of specified corporate events described in the Indenture. On or after December 15, 2025 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert their notes in multiples of $1,000 principal amount, regardless of the foregoing circumstances. The initial conversion rate for the 2026 Convertible Notes is 12.1767 shares of common stock per $1,000 principal amount of the notes, equivalent to an initial conversion price of approximately $82.12 per share of common stock. The conversion rate will be subject to adjustment upon the occurrence of certain specified events in the Indenture. In November 2021, we made an irrevocable election to pay cash for the aggregate principal amount of notes to be converted. Upon conversion of the 2026 Convertible Notes, we are required to pay cash up to the aggregate principal amount of the notes to be converted and pay or deliver, as the case may be, cash, shares of our common stock or a combination of cash and shares of our common stock, at our election, in respect of the remainder, if any, of our conversion obligation in excess of the aggregate principal amount of the notes being converted (subject to, and in accordance with, the settlement provisions of the Indenture). We may not redeem the notes prior to March 20, 2024. We may redeem for cash all or any portion of the notes, at our option, on or after March 20, 2024 if the last reported sale price per share of our common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive), including the trading day immediately preceding the date on which we provide notice of redemption, during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which we provide notice of redemption, at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest, to, but not including, the redemption date. The Indenture does not contain any financial or operating covenants or restrictions on the payments of dividends, the making of investments, the incurrence of indebtedness or the purchase or prepayment of securities by us or any of our subsidiaries. In connection with the adoption of ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, on October 2, 2021 we reclassified $72.2 million, consisting of $73.1 million of principal and issuance costs of $0.9 million, previously allocated to the conversion feature, from additional paid-in capital to long-term debt on our condensed consolidated balance sheet as of October 2, 2021. The reclassification was recorded to combine the two legacy units of account into a single instrument classified as a liability. We also recognized a cumulative effect adjustment of $7.5 million to accumulated deficit on our condensed consolidated balance sheet as of October 2, 2021, that was primarily driven by the derecognition of interest expense related to the accretion of the Debt Discount as required under the legacy accounting guidance. Under ASU 2020-06, we will no longer incur non-cash interest expense related to the accretion of the debt discount associated with the embedded conversion option. For the three and nine months ended June 30, 2023, total interest expense for the 2026 Convertible Notes was $0.3 million and $0.8 million, respectively. For the three and nine months ended July 1, 2022, total interest expense for the 2026 Convertible Notes was $0.3 million and $0.9 million, respectively. The fair value of our 2026 Convertible Notes was $448.7 million and $411.4 million as of June 30, 2023 and September 30, 2022, respectively, and was determined based on quoted prices in markets that are not active, which is considered a Level 2 valuation input. There are no future minimum principal payments under the notes as of June 30, 2023; the full amount of $450.0 million is due in fiscal year 2026. |
Financing Obligation
Financing Obligation | 9 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Financing Obligation | FINANCING OBLIGATION We are party to a power purchase agreement for the use of electric power and thermal energy producing systems at our fabrication facility in Lowell, Massachusetts. T hese systems are expected to reduce our consumption of energy while delivering sustainable, resilient energy for heating and cooling. We do not own these systems; however, we control the use of the assets during operation. As of June 30, 2023 and September 30, 2022 , the net book value of the systems in Property and equipment, net was $9.0 million and $9.8 million, respectively, and the corresponding liability was $9.6 million and $9.8 million, respectively, primarily classified in Financing obligation on our condensed consolidated balance sheet. The financing obligation was calculated based on future fixed payments allocated to the power generator of $16.8 million over the 15-year term, discounted at an implied discount rate of 7.4%, and the remaining future minimum payments are for power purchases. In total, we have $27.2 million in fixed payments associated with the power purchase agreement, which has a 15-year term. As of June 30, 2023, expected future minimum payments for the financing obligation were as follows (in thousands): Fiscal year ending: Amount 2023 $ 235 2024 958 2025 982 2026 1,007 2027 1,031 Thereafter 11,914 Total payments $ 16,127 Less: interest 6,509 Present value of liabilities $ 9,618 |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 9 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
Earnings (Loss) Per Share | EARNINGS PER SHARE The following table sets forth the computation for basic and diluted net income per share of common stock (in thousands, except per share data): Three Months Ended Nine Months Ended June 30, 2023 July 1, 2022 June 30, 2023 July 1, 2022 Numerator: Net income attributable to common stockholders $ 11,853 $ 32,234 $ 67,127 $ 200,619 Denominator: Weighted average common shares outstanding-basic 70,937 69,946 70,739 69,712 Dilutive effect of stock options, restricted stock and restricted stock units 471 1,114 656 1,418 Weighted average common shares outstanding-diluted 71,408 71,060 71,395 71,130 Net income to common stockholders per share-Basic: $ 0.17 $ 0.46 $ 0.95 $ 2.88 Net income to common stockholders per share-Diluted: $ 0.17 $ 0.45 $ 0.94 $ 2.82 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | COMMITMENTS AND CONTINGENCIESFrom 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 litigation. Any such claims may lead to future litigation and material damages and defense costs. We were not involved in any material pending legal proceedings during the three and nine months ended June 30, 2023. |
Share-Based Compensation
Share-Based Compensation | 9 Months Ended |
Jun. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Share-Based Compensation | SHARE-BASED COMPENSATION 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 June 30, 2023. Stock Plans As of June 30, 2023, we had 4.5 million shares available for issuance under our 2021 Omnibus Incentive Plan (the “2021 Plan”), which replaced our 2012 Omnibus Incentive Plan (as amended and restated) (the “2012 Plan”), and 1.3 million shares available for issuance under our 2021 Employee Stock Purchase Plan (the “Employee Stock Purchase Plan”), which replaced our 2012 Employee Stock Purchase Plan. We have outstanding awards under the 2021 Plan and the 2012 Plan. Following the adoption of the 2021 Plan, no additional awards have been or will be made under the 2012 Plan. Under the 2021 Plan, we have the ability to issue incentive stock options (“ISOs”), non-statutory stock options (“NSOs”), stock appreciation rights (“SARs”), restricted stock awards (“RSAs”), unrestricted stock awards, stock units (including restricted stock units (“RSUs”) and performance-based restricted stock units (“PRSUs”)), performance awards, cash awards, and other share-based awards to employees, directors, consultants and advisors. The ISOs and NSOs must be granted at an exercise price, and the SARs must be granted at a base value, per share of not less than 100% of the closing price of a share of our common stock on the date of grant (or, if no closing price is reported on that date, the closing price on the immediately preceding date on which a closing price was reported) (110% in the case of certain ISOs). Options granted under the 2012 Plan primarily vested based on certain market-based and performance-based criteria and generally have a term of four years to seven years. Certain of the share-based awards granted and outstanding as of June 30, 2023 are subject to accelerated vesting upon a change in control of the Company. Incentive Stock Units Aside from the equity plans described above, we also grant incentive stock units (“ISUs”) to certain of our international employees which typically vest over three As of June 30, 2023 and September 30, 2022, the fair value of outstanding ISUs was $4.2 million and $4.9 million, respectively, and the associated accrued compensation liability was $2.4 million and $3.6 million, respectively. During the three and nine months ended June 30, 2023, we recorded an expense for ISU awards of $0.3 million and $2.2 million, respectively. During the three and nine months ended July 1, 2022, we recorded a benefit for ISU awards of $0.4 million and expense of $0.2 million, respectively. These expenses are not included in the share-based compensation expense totals below. Share-Based Compensation The following table shows a summary of share-based compensation expense included in the condensed consolidated statements of operations (in thousands): Three Months Ended Nine Months Ended June 30, July 1, June 30, July 1, Cost of revenue $ 1,078 $ 929 $ 3,239 $ 3,035 Research and development 3,281 3,709 11,255 10,818 Selling, general and administrative 3,903 5,707 14,275 16,407 Total share-based compensation expense $ 8,262 $ 10,345 $ 28,769 $ 30,260 As of June 30, 2023, the total unrecognized compensation costs related to RSAs, RSUs and PRSUs was $62.1 million, which we expect to recognize over a weighted-average period of 2.0 years. As of June 30, 2023, total unrecognized compensation cost related to our Employee Stock Purchase Plan was $0.8 million. Restricted Stock, Restricted Stock Units and Performance-Based Restricted Stock Unit Awards A summary of stock award activity for the nine months ended June 30, 2023 is as follows: Number of shares Weighted- Balance as of September 30, 2022 1,872 $ 40.44 Granted 783 63.19 Performance-based adjustment (1) 311 27.13 Vested and released (1,404) 28.23 Forfeited, canceled or expired (62) 49.83 Balance as of June 30, 2023 1,500 $ 60.60 (1) The amount shown represents performance adjustments for performance-based awards. These were granted in prior fiscal years and vested during the nine months ended June 30, 2023 based on the Company’s achievement of adjusted earnings per share performance conditions. Stock awards that vested during the nine months ended June 30, 2023 and July 1, 2022 had combined fair values of $85.1 million and $92.7 million, respectively, as of the vesting date. RSUs granted generally vest over a period of three We granted 166,452 market-based PRSUs during the nine months ended June 30, 2023, at a weighted average grant date fair value of $80.38 per share, and none were forfeited. Recipients may earn between 0% and 200% of the target number of shares based on the Company’s achievement of total stockholder return in comparison to a peer group of companies in the PHLX Semiconductor Sector Index (^SOX) over a period of approximately 3 years. The fair value of the awards was estimated using a Monte Carlo simulation and compensation expense is recognized ratably over the service period based on the grant date fair value of the awards subject to the market condition. The expected volatility of the Company’s common stock was estimated based on the historical average volatility rate over the three-year period. The dividend yield assumption was based on historical and anticipated dividend payouts. The risk-free rate assumption was based on observed interest rates consistent with the three-year measurement period. The assumptions used to value the awards are as follows: Nine Months Ended June 30, Grant date stock price $ 56.15 Average stock price at the start of the performance period $ 54.12 Risk free interest rate 4.2% Years to maturity 2.90 Expected volatility rate 52.4% Expected dividend yield — Stock Options As of June 30, 2023 and September 30, 2022, there were 15,000 stock options outstanding with a weighted-average exercise price per share of $16.06. As of June 30, 2023, the weighted-average remaining contractual term was 2.35 years and the aggregate intrinsic value was $0.7 million. Aggregate intrinsic value is calculated using the difference between our closing stock price on June 30, 2023 and the exercise price of outstanding, in-the-money options. The total intrinsic value of options exercised during the nine months ended July 1, 2022 was $11.0 million. There were no options exercised during the three and nine months ended June 30, 2023 and three months ended July 1, 2022, respectively. |
Income Taxes
Income Taxes | 9 Months Ended |
Jun. 30, 2023 | |
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. Our quarterly tax provision or benefit, and its quarterly estimate of the annual effective tax rate, are subject to significant variation due to several factors. These factors include items such as: variability in accurately predicting pre-tax income/loss, the mix of jurisdictions in which we operate, intercompany transactions, changes in how we do business, tax law developments, the realizability of our deferred tax assets and related valuation allowance and relative changes in permanent tax benefits or expenses. The provision for income taxes and effective income tax rate are as follows (in thousands, except percentages): Three Months Ended Nine Months Ended June 30, July 1, June 30, July 1, Income tax expense $ 7,768 $ 2,937 $ 29,039 $ 5,962 Effective income tax rate 39.6 % 8.4 % 30.2 % 2.9 % The difference between the U.S. federal statutory income tax rate of 21% and our effective income tax rate for the three and nine months ended June 30, 2023 was primarily driven by tax on global intangible low-taxed income (“GILTI”) including changes to Section 174 requiring the capitalization of certain R&D expenses, resulting in a 16% increase from the statutory income tax rate for both periods, non-deductible compensation and state income taxes partially offset by income taxed in foreign jurisdictions generally at lower tax rates and research and development (“R&D”) tax credits. The difference between the U.S. federal statutory income tax rate of 21% and our effective income tax rate for the three and nine months ended July 1, 2022 was primarily driven by the full valuation allowance against any expense associated with income in the U.S. and income taxed in foreign jurisdictions generally at lower tax rates, where a valuation allowance does not apply. On September 30, 2022, we released the majority of the valuation allowances against U.S. federal and state deferred tax assets including operating loss (“NOL”) carryforwards, R&D tax credit carryforwards and other deferred tax items relating to temporary differences. We continued our ongoing assessment of the realizability of our deferred tax assets and did not note any significant changes from our assessment on September 30, 2022. We continue to maintain a partial valuation allowance against certain of our deferred tax assets primarily relating to state NOLs and R&D tax credit carryforwards which are not expected to be realized. 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. We look at factors that may impact the valuation of our deferred tax assets including results of recent operations, future reversals of existing taxable temporary differences, projected future taxable income and tax-planning strategies. There were no unrecognized tax benefits as of June 30, 2023 and September 30, 2022. It is our policy to recognize any interest and penalties accrued related to unrecognized tax benefits in income tax expense. During the fiscal quarter ended June 30, 2023, we did not make any accrual or payment of interest or penalties. |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 9 Months Ended |
Jun. 30, 2023 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Information | SUPPLEMENTAL CASH FLOW INFORMATION The following is a summary of supplemental cash flow information for the periods presented (in thousands): Nine Months Ended June 30, July 1, Cash paid for interest $ 8,140 $ 4,332 Cash paid for income taxes $ 2,771 $ 1,792 Non-cash activities: Operating lease right-of-use assets obtained in exchange for new lease liabilities $ 4,434 $ 2,367 Finance lease assets obtained in exchange for new lease liabilities $ 9,725 $ — Additions to property and equipment, net included in liabilities $ 195 $ 1,241 During the nine months ended July 1, 2022, we capitalized $0.9 million of non-cash costs to property and equipment associated with construction of a power generator that were paid by our service provider and is included in Additions to property and equipment, net included in liabilities above. See Note 10 - Financing Obligation . |
Geographic and Significant Cust
Geographic and Significant Customer Information | 9 Months Ended |
Jun. 30, 2023 | |
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 (“CODM”) use of financial information provided for the purposes of assessing performance and making operating decisions. The Company's CODM is its President and Chief Executive Officer. In evaluating financial performance and making operating decisions, the CODM primarily uses consolidated metrics. The Company assesses its determination of operating segments at least annually. We continue to evaluate our internal reporting structure and the potential impact of any changes on our segment reporting. For information about our revenue in different geographic regions, based upon customer locations, see Note 2 - Revenue . Information about net property and equipment in different geographic regions is presented below (in thousands): June 30, September 30, United States $ 116,993 $ 108,569 France 31,929 775 Other Countries (1) 6,454 14,357 Total $ 155,376 $ 123,701 (1) Other than the United States and France, no country or region represented greater than 10% of the total net property and equipment as of the dates presented. Customer Concentration Customer A represented 11% of revenue in the three months ended July 1, 2022. Customer A did not represent more than 10% of revenue for the three and nine months ended June 30, 2023 and nine months ended July 1, 2022. No other customer represented more than 10% of revenue and none of our customers represented more than 10% of accounts receivable in the periods presented in the accompanying condensed consolidated financial statements. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2023 | Jul. 01, 2022 | Jun. 30, 2023 | Jul. 01, 2022 | |
Pay vs Performance Disclosure | ||||
Net income | $ 11,853 | $ 32,234 | $ 67,127 | $ 200,619 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Jun. 30, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation, Basis of Presentation and Reclassification—The accompanying condensed consolidated financial statements include our accounts and the accounts of our majority-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. In the condensed consolidated financial statements, certain balances have been reclassified to conform to the current year presentation. |
Fiscal Period | We have a 52- or 53-week fiscal year ending on the Friday closest to the last day of September. Fiscal years 2023 and 2022 each include 52 weeks. To offset the effect of holidays, for fiscal years in which there are 53 weeks, we include the extra week arising in such fiscal years in the first fiscal quarter. |
Use of Estimates | Use of Estimates—The preparation of condensed consolidated financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities during the reporting periods, the reported amounts of revenue and expenses during the reporting periods and the disclosure of contingent assets and liabilities at the date of the financial statements. On an ongoing basis, 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. The accounting policies which our management believes involve the most significant application of judgment or involve complex estimation, are inventories and associated reserves; revenue reserves; goodwill and intangible asset valuation; share-based compensation valuations and income taxes. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements —Our Recent Accounting Pronouncements are described in our 2022 Annual Report on Form 10-K. Pronouncements for Adoption in Subsequent Periods The FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting , amended by ASU 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848 , which provides optional expedients and exceptions to applying the guidance on contract modifications, hedge accounting, and other transactions, to simplify the accounting for transitioning from the London Interbank Offered Rate, and other interbank offered rates expected to be discontinued, to alternative reference rates. The guidance in this update was effective upon its issuance. If elected, the guidance is to be applied prospectively through December 31, 2024. We do not expect to adopt this standard in relation to our Credit Agreement (defined below), and, therefore, we do not expect this standard to have a material effect on our financial position or results of operations. For additional information regarding our Credit Agreement, refer to Note 9 - Debt. |
Revenue (Tables)
Revenue (Tables) | 9 Months Ended |
Jun. 30, 2023 | |
Revenue [Abstract] | |
Disaggregation of Revenue | The following tables present our revenue disaggregated by markets and geography (in thousands): Three Months Ended Nine Months Ended June 30, 2023 July 1, 2022 June 30, 2023 July 1, 2022 Revenue by Market: Telecommunications $ 38,333 $ 61,988 $ 153,670 $ 180,738 Industrial & Defense 83,549 75,509 237,911 215,794 Data Center 26,640 34,762 106,451 100,495 Total $ 148,522 $ 172,259 $ 498,032 $ 497,027 Three Months Ended Nine Months Ended June 30, 2023 July 1, 2022 June 30, 2023 July 1, 2022 Revenue by Geographic Region: United States $ 73,262 $ 77,434 $ 244,685 $ 226,407 China 24,296 47,613 98,776 129,705 Asia Pacific, excluding China (1) 23,400 27,225 72,942 83,756 Other Countries (2) 27,564 19,987 81,629 57,159 Total $ 148,522 $ 172,259 $ 498,032 $ 497,027 (1) Asia Pacific primarily represents Australia, Japan, Malaysia, Singapore, South Korea, Taiwan and Thailand. (2) No country or region represented greater than 10% of our total revenue as of the dates presented, other than the United States, China and Asia Pacific region as presented above. |
Contract with Customer, Asset and Liability | The following table presents the changes in contract liabilities during the nine months ended June 30, 2023 (in thousands, except percentage): June 30, September 30, 2022 $ Change % Change Contract liabilities $ 3,600 $ 3,916 $ (316) (8) % |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Jun. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Business Acquisitions, by Acquisition | The purchase price for the Linearizer Acquisition has been allocated based on preliminary estimates of fair values of the acquired assets and assumed liabilities at the date of acquisition as follows (in thousands): At Acquisition Date as Reported Current assets $ 2,819 Inventory 8,907 Property and equipment 5,485 Intangible assets 29,600 Goodwill 12,332 Total assets acquired 59,143 Current liabilities 7,544 Total liabilities assumed 7,544 Purchase Price $ 51,599 At Acquisition Date as Reported Current assets $ 297 Inventory 3,790 Property and equipment 30,538 Intangible assets 5,966 Total assets acquired 40,591 Current liabilities 3,734 Total liabilities assumed 3,734 Purchase Price $ 36,857 |
Investments (Tables)
Investments (Tables) | 9 Months Ended |
Jun. 30, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
Summary of Contractual Maturities of Investments | The contractual maturities of available-for-sale investments were as follows (in thousands): June 30, September 30, 2022 Less than one year $ 377,103 $ 368,141 Over one year 88,969 98,439 Total available-for-sale investments $ 466,072 $ 466,580 |
Debt Securities, Available-for-sale | The amortized cost, gross unrealized holding gains or losses and fair value of our available-for-sale investments by major investment type are summarized in the tables below (in thousands): June 30, 2023 Amortized Gross Gross Aggregate Fair Corporate bonds $ 153,572 $ — $ (3,392) $ 150,180 Commercial paper 304,204 — (424) 303,780 U.S. Treasury securities 12,116 — (4) 12,112 Total short-term investments $ 469,892 $ — $ (3,820) $ 466,072 September 30, 2022 Amortized Gross Gross Aggregate Fair Corporate bonds $ 146,163 $ 5 $ (4,492) $ 141,676 Commercial paper 326,318 — (1,414) 324,904 Total short-term investments $ 472,481 $ 5 $ (5,906) $ 466,580 |
Fair Value (Tables)
Fair Value (Tables) | 9 Months Ended |
Jun. 30, 2023 | |
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): June 30, 2023 Fair Value Active Markets for Identical Assets (Level 1) Observable Inputs (Level 2) Unobservable Inputs (Level 3) Assets Money market funds $ 70,161 $ 70,161 $ — $ — U.S. Treasury securities 12,112 12,112 — — Commercial paper 303,780 — 303,780 — Corporate bonds 150,180 — 150,180 — Total assets measured at fair value $ 536,233 $ 82,273 $ 453,960 $ — September 30, 2022 Fair Value Active Markets for Identical Assets (Level 1) Observable Inputs (Level 2) Unobservable Inputs (Level 3) Assets Money market funds $ 1,392 $ 1,392 $ — $ — Commercial paper 324,904 — 324,904 — Corporate bonds 141,676 — 141,676 — Total assets measured at fair value $ 467,972 $ 1,392 $ 466,580 $ — |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Jun. 30, 2023 | |
Inventory Disclosure [Abstract] | |
Components of Inventories | Inventories consist of the following (in thousands): June 30, September 30, Raw materials $ 82,395 $ 72,595 Work-in-process 18,317 12,455 Finished goods 38,296 29,910 Total inventory, net $ 139,008 $ 114,960 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 9 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Components of Property, Plant and Equipment | Property and equipment consists of the following (in thousands): June 30, September 30, Construction in process $ 8,502 $ 10,837 Machinery and equipment 237,856 227,844 Leasehold improvements 35,359 35,651 Furniture and fixtures 3,017 2,535 Computer equipment and software 18,014 18,347 Finance lease assets 68,858 34,417 Total property and equipment 371,606 329,631 Less accumulated depreciation and amortization (216,230) (205,930) Property and equipment, net $ 155,376 $ 123,701 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 9 Months Ended |
Jun. 30, 2023 | |
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 Nine Months Ended June 30, July 1, June 30, July 1, Cost of revenue $ 1,131 $ 1,779 $ 3,028 $ 6,062 Selling, general and administrative 5,976 6,276 17,644 19,334 Total $ 7,107 $ 8,055 $ 20,672 $ 25,396 |
Summary of Intangible Assets | Intangible assets consist of the following (in thousands): June 30, September 30, Acquired technology $ 191,550 $ 179,434 Customer relationships 267,660 245,870 Trade name (1) 5,200 3,400 Total 464,410 428,704 Less accumulated amortization (398,122) (377,450) Intangible assets — net $ 66,288 $ 51,254 |
Summary of Activity in Intangible Assets and Goodwill | A summary of the activity in gross intangible assets and goodwill is as follows (in thousands): Intangible Assets Total Intangible Assets Acquired Customer Trade Name Goodwill Balance as of September 30, 2022 $ 428,704 $ 179,434 $ 245,870 $ 3,400 $ 311,417 Acquired 35,566 12,001 21,765 1,800 12,333 Currency translation adjustment 140 115 25 — (16) Balance as of June 30, 2023 $ 464,410 $ 191,550 $ 267,660 $ 5,200 $ 323,734 |
Summary of Estimated Amortization of Intangible Assets in Future Fiscal Years | As of June 30, 2023, our estimated amortization of our intangible assets in future fiscal years was as follows (in thousands): 2023 Remaining 2024 2025 2026 2027 Thereafter Total Amortization expense $ 7,433 19,376 8,114 7,130 6,573 14,262 $ 62,888 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Remained Outstanding on Term Loans | The following represents the outstanding balances and effective interest rates of our borrowings as of June 30, 2023 and September 30, 2022, (in thousands, except percentages): June 30, 2023 September 30, 2022 Principal Balance Effective Interest Rate Principal Balance Effective Interest Rate LIBOR plus 2.25% term loans due May 2024 $ 120,766 7.40 % $ 120,766 4.77 % 0.25% convertible notes due March 2026 450,000 0.54 % 450,000 0.54 % Total principal amount outstanding 570,766 570,766 Less: Current portion of long-term debt 120,307 — Unamortized discount on term loans and deferred financing costs (3,611) (4,846) Total long-term debt, less current portion $ 446,848 $ 565,920 |
Financing Obligations (Tables)
Financing Obligations (Tables) | 9 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Financing Obligation, Liability, Fiscal Year Maturity | As of June 30, 2023, expected future minimum payments for the financing obligation were as follows (in thousands): Fiscal year ending: Amount 2023 $ 235 2024 958 2025 982 2026 1,007 2027 1,031 Thereafter 11,914 Total payments $ 16,127 Less: interest 6,509 Present value of liabilities $ 9,618 |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 9 Months Ended |
Jun. 30, 2023 | |
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 income per share of common stock (in thousands, except per share data): Three Months Ended Nine Months Ended June 30, 2023 July 1, 2022 June 30, 2023 July 1, 2022 Numerator: Net income attributable to common stockholders $ 11,853 $ 32,234 $ 67,127 $ 200,619 Denominator: Weighted average common shares outstanding-basic 70,937 69,946 70,739 69,712 Dilutive effect of stock options, restricted stock and restricted stock units 471 1,114 656 1,418 Weighted average common shares outstanding-diluted 71,408 71,060 71,395 71,130 Net income to common stockholders per share-Basic: $ 0.17 $ 0.46 $ 0.95 $ 2.88 Net income to common stockholders per share-Diluted: $ 0.17 $ 0.45 $ 0.94 $ 2.82 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 9 Months Ended |
Jun. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
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 (in thousands): Three Months Ended Nine Months Ended June 30, July 1, June 30, July 1, Cost of revenue $ 1,078 $ 929 $ 3,239 $ 3,035 Research and development 3,281 3,709 11,255 10,818 Selling, general and administrative 3,903 5,707 14,275 16,407 Total share-based compensation expense $ 8,262 $ 10,345 $ 28,769 $ 30,260 |
Summary of Restricted Stock, Restricted Stock Unit and Performance-based Restricted Stock Unit Activity | A summary of stock award activity for the nine months ended June 30, 2023 is as follows: Number of shares Weighted- Balance as of September 30, 2022 1,872 $ 40.44 Granted 783 63.19 Performance-based adjustment (1) 311 27.13 Vested and released (1,404) 28.23 Forfeited, canceled or expired (62) 49.83 Balance as of June 30, 2023 1,500 $ 60.60 (1) The amount shown represents performance adjustments for performance-based awards. These were granted in prior fiscal years and vested during the nine months ended June 30, 2023 based on the Company’s achievement of adjusted earnings per share performance conditions. |
Schedule of Share-Based Payment Award, Market Based Restricted Stock Awards, Valuation Assumptions | The assumptions used to value the awards are as follows: Nine Months Ended June 30, Grant date stock price $ 56.15 Average stock price at the start of the performance period $ 54.12 Risk free interest rate 4.2% Years to maturity 2.90 Expected volatility rate 52.4% Expected dividend yield — |
Income Taxes (Tables)
Income Taxes (Tables) | 9 Months Ended |
Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Provision for Income Taxes and Effective Income Tax Rate | The provision for income taxes and effective income tax rate are as follows (in thousands, except percentages): Three Months Ended Nine Months Ended June 30, July 1, June 30, July 1, Income tax expense $ 7,768 $ 2,937 $ 29,039 $ 5,962 Effective income tax rate 39.6 % 8.4 % 30.2 % 2.9 % |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 9 Months Ended |
Jun. 30, 2023 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Supplemental Cash Flow Information Regarding Non-cash Investing and Financing Activities | The following is a summary of supplemental cash flow information for the periods presented (in thousands): Nine Months Ended June 30, July 1, Cash paid for interest $ 8,140 $ 4,332 Cash paid for income taxes $ 2,771 $ 1,792 Non-cash activities: Operating lease right-of-use assets obtained in exchange for new lease liabilities $ 4,434 $ 2,367 Finance lease assets obtained in exchange for new lease liabilities $ 9,725 $ — Additions to property and equipment, net included in liabilities $ 195 $ 1,241 |
Geographic and Significant Cu_2
Geographic and Significant Customer Information (Tables) | 9 Months Ended |
Jun. 30, 2023 | |
Segment Reporting [Abstract] | |
Long-lived Assets by Geographic Areas | Information about net property and equipment in different geographic regions is presented below (in thousands): June 30, September 30, United States $ 116,993 $ 108,569 France 31,929 775 Other Countries (1) 6,454 14,357 Total $ 155,376 $ 123,701 |
Revenue (Details)
Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Jun. 30, 2023 | Jul. 01, 2022 | Jun. 30, 2023 | Jul. 01, 2022 | Sep. 30, 2022 | |
Disaggregation of Revenue [Line Items] | |||||
Revenue | $ 148,522 | $ 172,259 | $ 498,032 | $ 497,027 | |
Contract liabilities | 3,600 | 3,600 | $ 3,916 | ||
Increase (decrease) in contract with customer liability | (316) | ||||
Amounts included in contract liabilities at the beginning of the period | 600 | $ 3,500 | |||
Net change in contract liabilities (percentage) | (8.00%) | ||||
Industrial & Defense | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | 83,549 | 75,509 | |||
Data Center | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | 26,640 | 34,762 | |||
Telecom | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | 38,333 | 61,988 | |||
United States | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | 73,262 | 77,434 | $ 244,685 | 226,407 | |
China | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | 24,296 | 47,613 | 98,776 | 129,705 | |
Asia Pacific, excluding China | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | 23,400 | 27,225 | 72,942 | 83,756 | |
Other Countries | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | $ 27,564 | $ 19,987 | 81,629 | 57,159 | |
Industrial & Defense | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | 237,911 | 215,794 | |||
Data Center | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | 106,451 | 100,495 | |||
Telecom | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | $ 153,670 | $ 180,738 |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
May 31, 2023 | Mar. 03, 2023 | Jun. 30, 2023 | Jun. 30, 2023 | Jul. 01, 2022 | |
Business Acquisition [Line Items] | |||||
Financing cash flows from finance leases | $ 890 | $ 726 | |||
Financing lease assets obtained in exchange for new lease liabilities | 9,725 | $ 0 | |||
Trade Names | |||||
Business Acquisition [Line Items] | |||||
Intangible assets | $ 1,800 | $ 1,800 | |||
Useful life of intangible assets (in years) | 7 years 7 months 6 days | 7 years 7 months 6 days | |||
Linearizer Technology, Inc. | |||||
Business Acquisition [Line Items] | |||||
Cash consideration | $ 51,600 | ||||
Transaction costs | $ 200 | $ 2,100 | |||
Intangible assets | 29,600 | 29,600 | |||
Option to purchase underlying asset | $ 3,800 | ||||
Financing cash flows from finance leases | 400 | ||||
Property and equipment | 5,485 | 5,485 | |||
Linearizer Technology, Inc. | Customer relationships | |||||
Business Acquisition [Line Items] | |||||
Intangible assets | $ 20,700 | $ 20,700 | |||
Useful life of intangible assets (in years) | 8 years 7 months 6 days | 8 years 7 months 6 days | |||
Linearizer Technology, Inc. | Technology | |||||
Business Acquisition [Line Items] | |||||
Intangible assets | $ 7,100 | $ 7,100 | |||
Useful life of intangible assets (in years) | 7 years 7 months 6 days | 7 years 7 months 6 days | |||
OMMIC SAS | |||||
Business Acquisition [Line Items] | |||||
Cash consideration | $ 36,900 | ||||
Transaction costs | $ 1,000 | $ 2,600 | |||
Cumulative transaction costs | 3,400 | 3,400 | |||
Intangible assets | 5,966 | 5,966 | |||
Property and equipment | 30,538 | 30,538 | |||
Financing lease assets obtained in exchange for new lease liabilities | 24,700 | ||||
OMMIC SAS | Customer relationships | |||||
Business Acquisition [Line Items] | |||||
Intangible assets | $ 1,100 | $ 1,100 | |||
Useful life of intangible assets (in years) | 8 years 3 months 18 days | 8 years 3 months 18 days | |||
OMMIC SAS | Technology | |||||
Business Acquisition [Line Items] | |||||
Intangible assets | $ 4,900 | $ 4,900 | |||
Useful life of intangible assets (in years) | 8 years 3 months 18 days | 8 years 3 months 18 days |
Acquisitions - Summary of Purch
Acquisitions - Summary of Purchase Price For Acquisition, Allocations (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Sep. 30, 2022 |
Business Acquisition [Line Items] | ||
Goodwill | $ 323,734 | $ 311,417 |
Linearizer Technology, Inc. | ||
Business Acquisition [Line Items] | ||
Current assets | 2,819 | |
Inventory | 8,907 | |
Property and equipment | 5,485 | |
Intangible assets | 29,600 | |
Goodwill | 12,332 | |
Total assets acquired | 59,143 | |
Current liabilities | 7,544 | |
Total liabilities assumed | 7,544 | |
Purchase Price | 51,599 | |
OMMIC SAS | ||
Business Acquisition [Line Items] | ||
Current assets | 297 | |
Inventory | 3,790 | |
Property and equipment | 30,538 | |
Intangible assets | 5,966 | |
Total assets acquired | 40,591 | |
Current liabilities | 3,734 | |
Total liabilities assumed | 3,734 | |
Purchase Price | $ 36,857 |
Investments - Summary of Availa
Investments - Summary of Available for Sale Investments (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Jun. 30, 2023 | Jul. 01, 2022 | Jun. 30, 2023 | Jul. 01, 2022 | Sep. 30, 2022 | |
Debt Securities, Available-for-sale [Line Items] | |||||
Amortized Cost | $ 469,892 | $ 469,892 | $ 472,481 | ||
Gross Unrealized Holding Gains | 0 | 0 | 5 | ||
Gross Unrealized Holding Losses | 3,820 | 3,820 | 5,906 | ||
Aggregate Fair Value | 466,072 | 466,072 | 466,580 | ||
Investment Income, Interest | 6,000 | $ 1,300 | 14,800 | $ 2,100 | |
Corporate bonds | |||||
Debt Securities, Available-for-sale [Line Items] | |||||
Amortized Cost | 153,572 | 153,572 | 146,163 | ||
Gross Unrealized Holding Gains | 0 | 0 | 5 | ||
Gross Unrealized Holding Losses | 3,392 | 3,392 | 4,492 | ||
Aggregate Fair Value | 150,180 | 150,180 | 141,676 | ||
Commercial paper | |||||
Debt Securities, Available-for-sale [Line Items] | |||||
Amortized Cost | 304,204 | 304,204 | 326,318 | ||
Gross Unrealized Holding Gains | 0 | 0 | 0 | ||
Gross Unrealized Holding Losses | 424 | 424 | 1,414 | ||
Aggregate Fair Value | 303,780 | 303,780 | $ 324,904 | ||
US Treasury Securities | |||||
Debt Securities, Available-for-sale [Line Items] | |||||
Amortized Cost | 12,116 | 12,116 | |||
Gross Unrealized Holding Gains | 0 | 0 | |||
Gross Unrealized Holding Losses | 4 | 4 | |||
Aggregate Fair Value | $ 12,112 | $ 12,112 |
Investments - Summary of Contra
Investments - Summary of Contractual Maturities of Investments (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Sep. 30, 2022 |
Investments, Debt and Equity Securities [Abstract] | ||
Less than one year | $ 377,103 | $ 368,141 |
Over one year | 88,969 | 98,439 |
Total available-for-sale investments | $ 466,072 | $ 466,580 |
Investments - Other Investments
Investments - Other Investments (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Jun. 30, 2023 | Jul. 01, 2022 | Jun. 30, 2023 | Jul. 01, 2022 | Sep. 30, 2022 | Dec. 23, 2021 | |
Equity Securities without Readily Determinable Fair Value [Line Items] | ||||||
Loss on equity method investment | $ 0 | $ 114,908 | ||||
Proceeds from sale of equity method investment | 0 | $ 127,750 | ||||
Preferred Stock | Privately Held Manufacturing Company | ||||||
Equity Securities without Readily Determinable Fair Value [Line Items] | ||||||
Investment without readily determinable fair value | $ 2,500 | $ 2,500 | $ 2,500 | |||
Equity Securities | Private Company | ||||||
Equity Securities without Readily Determinable Fair Value [Line Items] | ||||||
Carrying value of investment | $ 9,500 | |||||
Gain on sale of investment | $ 118,200 | |||||
Equity Securities | Compute | ||||||
Equity Securities without Readily Determinable Fair Value [Line Items] | ||||||
Loss on equity method investment | $ 3,300 | |||||
Private Company | Equity Securities | ||||||
Equity Securities without Readily Determinable Fair Value [Line Items] | ||||||
Noncontrolling interest ownership percentage | 10% | 10% |
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 | Jun. 30, 2023 | Sep. 30, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets measured at fair value | $ 536,233 | $ 467,972 |
Corporate bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets measured at fair value | 150,180 | 141,676 |
US Treasury Securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets measured at fair value | 12,112 | |
Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets measured at fair value | 70,161 | 1,392 |
Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets measured at fair value | 303,780 | 324,904 |
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 | 82,273 | 1,392 |
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) | US Treasury Securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets measured at fair value | 12,112 | |
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 | 70,161 | 1,392 |
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 | 453,960 | 466,580 |
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 | 150,180 | 141,676 |
Observable Inputs (Level 2) | US Treasury Securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets measured at fair value | 0 | |
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 | 303,780 | 324,904 |
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 |
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) | US Treasury Securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets measured at fair value | 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 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Sep. 30, 2022 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 82,395 | $ 72,595 |
Work-in-process | 18,317 | 12,455 |
Finished goods | 38,296 | 29,910 |
Total inventory, net | $ 139,008 | $ 114,960 |
Property Plant and Equipment -
Property Plant and Equipment - Components of Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Sep. 30, 2022 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 371,606 | $ 329,631 |
Less accumulated depreciation and amortization | (216,230) | (205,930) |
Property and equipment, net | 155,376 | 123,701 |
Finance Lease, Right-of-Use Asset, Accumulated Amortization | 7,300 | 5,800 |
Construction in process | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 8,502 | 10,837 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 237,856 | 227,844 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 35,359 | 35,651 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 3,017 | 2,535 |
Computer equipment and software | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 18,014 | 18,347 |
Assets Held Under Finance Leases [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 68,858 | $ 34,417 |
Property Plant and Equipment _2
Property Plant and Equipment - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Jun. 30, 2023 | Jul. 01, 2022 | Jun. 30, 2023 | Jul. 01, 2022 | Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |||||
Depreciation and amortization expense | $ 5,900 | $ 5,900 | $ 17,700 | $ 17,700 | |
Accumulated depreciation | $ 216,230 | $ 216,230 | $ 205,930 |
Intangible Assets - Summary of
Intangible Assets - Summary of Amortization Expense of Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2023 | Jul. 01, 2022 | Jun. 30, 2023 | Jul. 01, 2022 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Total | $ 7,107 | $ 8,055 | $ 20,672 | $ 25,396 |
Cost of Revenue | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Total | 1,131 | 1,779 | 3,028 | 6,062 |
Selling, General and Administrative | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Total | $ 5,976 | $ 6,276 | $ 17,644 | $ 19,334 |
Intangible Assets - Summary o_2
Intangible Assets - Summary of Intangible Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Sep. 30, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Total | $ 464,410 | $ 428,704 |
Total | 464,410 | 428,704 |
Less accumulated amortization | (398,122) | (377,450) |
Intangible assets — net | 66,288 | 51,254 |
Developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets | 191,550 | 179,434 |
Less accumulated amortization | (178,200) | (175,200) |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets | 267,660 | 245,870 |
Less accumulated amortization | (219,800) | (202,300) |
Trade Names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total | 3,400 | |
Total | 3,400 | |
Trade Names | Trade Names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total | 5,200 | 3,400 |
Total | $ 5,200 | $ 3,400 |
Intangible Assets - Summary o_3
Intangible Assets - Summary of Activity in Intangible Assets and Goodwill (Details) $ in Thousands | 9 Months Ended |
Jun. 30, 2023 USD ($) | |
Goodwill and Intangible Assets [Roll Forward] | |
Beginning Balance | $ 428,704 |
Acquired | 35,566 |
Currency translation adjustment | 140 |
Ending Balance | 464,410 |
Finite-lived Intangible Assets [Roll Forward] | |
Acquired | 35,566 |
Indefinite Lived Intangible Assets Rollforward [Roll Forward] | |
Beginning Balance | 428,704 |
Acquired | 35,566 |
Currency translation adjustment | 140 |
Ending Balance | 464,410 |
Goodwill [Roll Forward] | |
Balance at beginning of period | 311,417 |
Acquired | 12,333 |
Currency translation adjustment | (16) |
Balance at end of period | 323,734 |
Developed technology | |
Goodwill and Intangible Assets [Roll Forward] | |
Acquired | 12,001 |
Finite-lived Intangible Assets [Roll Forward] | |
Beginning Balance | 179,434 |
Acquired | 12,001 |
Currency translation adjustment | 115 |
Ending Balance | 191,550 |
Indefinite Lived Intangible Assets Rollforward [Roll Forward] | |
Acquired | 12,001 |
Customer relationships | |
Goodwill and Intangible Assets [Roll Forward] | |
Acquired | 21,765 |
Finite-lived Intangible Assets [Roll Forward] | |
Beginning Balance | 245,870 |
Acquired | 21,765 |
Currency translation adjustment | 25 |
Ending Balance | 267,660 |
Indefinite Lived Intangible Assets Rollforward [Roll Forward] | |
Acquired | 21,765 |
Trade Names | |
Goodwill and Intangible Assets [Roll Forward] | |
Ending Balance | 3,400 |
Indefinite Lived Intangible Assets Rollforward [Roll Forward] | |
Ending Balance | 3,400 |
Trade Names | Trade Names | |
Goodwill and Intangible Assets [Roll Forward] | |
Beginning Balance | 3,400 |
Acquired | 1,800 |
Currency translation adjustment | 0 |
Ending Balance | 5,200 |
Finite-lived Intangible Assets [Roll Forward] | |
Acquired | 1,800 |
Indefinite Lived Intangible Assets Rollforward [Roll Forward] | |
Beginning Balance | 3,400 |
Acquired | 1,800 |
Currency translation adjustment | 0 |
Ending Balance | $ 5,200 |
Intangible Assets - Summary o_4
Intangible Assets - Summary of Estimated Amortization of Intangible Assets (Details) $ in Thousands | Jun. 30, 2023 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2023 Remaining | $ 7,433 |
2022 | 19,376 |
2023 | 8,114 |
2024 | 7,130 |
2025 | 6,573 |
Thereafter | 14,262 |
Total | $ 62,888 |
Intangible Assets - Additional
Intangible Assets - Additional Information (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Sep. 30, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Accumulated amortization | $ 398,122 | $ 377,450 |
Developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Accumulated amortization | 178,200 | 175,200 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Accumulated amortization | $ 219,800 | $ 202,300 |
Debt - Schedule of Remaining Ou
Debt - Schedule of Remaining Outstanding Balances on Term Loans (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Jun. 30, 2023 | Sep. 30, 2022 | |
Principal Balance | ||
Long-term debt | $ 570,766 | $ 570,766 |
Less: Current portion of long-term debt | 120,307 | 0 |
Long-term debt, less current portion | 446,848 | 565,920 |
Term Loans | ||
Principal Balance | ||
Less: Current portion of long-term debt | $ 120,307 | 0 |
Long-term Debt | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate | 2.25% | |
Principal Balance | ||
Long-term debt | $ 120,766 | 120,766 |
Unamortized discount on term loans and deferred financing costs | $ (3,611) | $ (4,846) |
Effective Interest Rate | ||
Effective interest rate | 7.40% | 4.77% |
Convertible Debt | ||
Principal Balance | ||
Long-term debt | $ 450,000 | $ 450,000 |
Effective Interest Rate | ||
Effective interest rate | 0.54% | 0.54% |
Debt - Additional Information (
Debt - Additional Information (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |||||||
Aug. 02, 2023 USD ($) | Oct. 02, 2021 USD ($) | Mar. 25, 2021 USD ($) d renewal_option $ / shares | Jun. 30, 2023 USD ($) | Jul. 01, 2022 USD ($) | Jun. 30, 2023 USD ($) | Jul. 01, 2022 USD ($) | Sep. 30, 2022 USD ($) | Apr. 06, 2021 USD ($) | |
Debt Instrument [Line Items] | |||||||||
Long-term debt, remaining balance | $ 570,766 | $ 570,766 | $ 570,766 | ||||||
Accumulated deficit | (287,159) | (287,159) | (354,286) | ||||||
Subsequent Event | |||||||||
Debt Instrument [Line Items] | |||||||||
Repayments of Short-Term Debt | $ 120,800 | ||||||||
Interest Payable, Current | $ 100 | ||||||||
Accumulated Deficit | Cumulative Effect, Period of Adoption, Adjustment | |||||||||
Debt Instrument [Line Items] | |||||||||
Accumulated deficit | $ 7,500 | ||||||||
Long-term Debt | |||||||||
Debt Instrument [Line Items] | |||||||||
Principle amount | 700,000 | $ 700,000 | |||||||
Basis spread on variable rate | 2.25% | ||||||||
Long-term debt, remaining balance | 120,766 | $ 120,766 | 120,766 | ||||||
Estimated fair value of Term Loans | 120,300 | 120,300 | 120,200 | ||||||
Unamortized deferred financing costs | 300 | 300 | |||||||
Convertible Notes Green Shoe | |||||||||
Debt Instrument [Line Items] | |||||||||
Principle amount | $ 50,000 | ||||||||
Convertible Debt | |||||||||
Debt Instrument [Line Items] | |||||||||
Long-term debt, remaining balance | 450,000 | 450,000 | 450,000 | ||||||
Convertible Senior Notes Due 2026 | |||||||||
Debt Instrument [Line Items] | |||||||||
Principle amount | $ 400,000 | 450,000 | 450,000 | ||||||
Conversion price (in USD per share) | $ / shares | $ 82,120,000 | ||||||||
Redemption price percentage | 100% | ||||||||
Equity component of convertible notes, net | 72,200 | ||||||||
Interest expense debt | 300 | $ 300 | 800 | $ 900 | |||||
Future minimum principal payments | 0 | 0 | |||||||
Convertible Senior Notes Due 2026 | Cumulative Effect, Period of Adoption, Adjustment | |||||||||
Debt Instrument [Line Items] | |||||||||
Principle amount | 73,100 | ||||||||
Convertible Senior Notes Due 2026 | Conversion Period One | |||||||||
Debt Instrument [Line Items] | |||||||||
Convertible threshold trading days | renewal_option | 20,000,000 | ||||||||
Threshold consecutive trading days | renewal_option | 30,000,000 | ||||||||
Convertible Senior Notes Due 2026 | Conversion Period Two | |||||||||
Debt Instrument [Line Items] | |||||||||
Convertible threshold trading days | d | 5 | ||||||||
Threshold consecutive trading days | d | 5 | ||||||||
Convertible Senior Notes Due 2026 | Conversion Price | Conversion Period One | |||||||||
Debt Instrument [Line Items] | |||||||||
Convertible threshold percentage of stock price trigger | 130% | ||||||||
Convertible Senior Notes Due 2026 | Principal Trading Price | Conversion Period Two | |||||||||
Debt Instrument [Line Items] | |||||||||
Convertible threshold percentage of stock price trigger | 98% | ||||||||
Convertible Senior Notes Due 2026 | Convertible Notes Payable | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate | 0.25% | ||||||||
Estimated fair value of Term Loans | 448,700 | $ 448,700 | $ 411,400 | ||||||
Convertible Senior Notes Due 2026 | Convertible Debt | |||||||||
Debt Instrument [Line Items] | |||||||||
Conversion ratio | 0.0121767 | ||||||||
Convertible Senior Notes Due 2026 | Convertible Debt | Cumulative Effect, Period of Adoption, Adjustment | |||||||||
Debt Instrument [Line Items] | |||||||||
Unamortized deferred financing costs | $ 900 | ||||||||
Term Loans | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest expense debt | $ 2,200 | $ 900 | $ 6,100 | $ 2,400 | |||||
Fed Funds Effective Rate Overnight Index Swap Rate | Term Loans | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate | 0.50% | ||||||||
One Month London Interbank Offered Rate (LIBOR) | Long-term Debt | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate | 1% | ||||||||
Minimum | Base Rate | Long-term Debt | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate | 1.25% |
Financing Obligation (Details)
Financing Obligation (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Jun. 30, 2023 | Sep. 30, 2022 | |
Long-term Purchase Commitment [Line Items] | ||
Property and equipment, net capitalized | $ 9,000 | $ 9,800 |
Financing obligation for property, plant and equipment | 9,600 | $ 9,800 |
Future fixed payment | $ 16,800 | |
Power generator life term | 15 years | |
Implied discount rate | 7.40% | |
2023 | $ 235 | |
Purchase Commitment | ||
Long-term Purchase Commitment [Line Items] | ||
Fixed payments | $ 27,200 |
Financing Obligations - Summary
Financing Obligations - Summary of Expected Future Minimum Payments (Details) $ in Thousands | Jun. 30, 2023 USD ($) |
Debt Disclosure [Abstract] | |
2023 | $ 235 |
2024 | 958 |
2025 | 982 |
2026 | 1,007 |
2027 | 1,031 |
Thereafter | 11,914 |
Total payments | 16,127 |
Less: interest | 6,509 |
Present value of liabilities | $ 9,618 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) | Jun. 30, 2023 $ / shares shares |
Equity [Abstract] | |
Preferred stock, shares authorized | shares | 10,000,000 |
Preferred stock, par value (in usd per share) | $ / shares | $ 0.001 |
Common stock, shares authorized | shares | 300,000,000 |
Common stock, par value (in usd per share) | $ / shares | $ 0.001 |
Earnings (Loss) Per Share (Deta
Earnings (Loss) Per Share (Details) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2023 | Jul. 01, 2022 | Jun. 30, 2023 | Jul. 01, 2022 | |
Numerator: | ||||
Net income | $ 11,853 | $ 32,234 | $ 67,127 | $ 200,619 |
Net income attributable to common stockholders | $ 11,853 | $ 32,234 | $ 67,127 | $ 200,619 |
Denominator: | ||||
Weighted average common shares outstanding-basic | 70,937 | 69,946 | 70,739 | 69,712 |
Dilutive effect of options and warrants (in shares) | 471 | 1,114 | 656 | 1,418 |
Weighted average common shares outstanding-diluted | 71,408 | 71,060 | 71,395 | 71,130 |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Jun. 30, 2023 | Jul. 01, 2022 | Jun. 30, 2023 | Jul. 01, 2022 | Sep. 30, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based compensation | $ 28,769 | $ 30,260 | |||
Compensation cost not yet recognized | $ 62,100 | $ 62,100 | |||
Unrecognized compensation cost period for recognition | 2 years | ||||
Share-based compensation expense | 8,262 | $ 10,345 | $ 28,769 | 30,260 | |
Intrinsic value of options exercised | 0 | 11,000 | |||
Years to maturity | 3 years | ||||
Aggregate intrinsic value stock options outstanding | $ 700 | $ 700 | |||
Number of stock options outstanding (in shares) | 15,000 | 15,000 | |||
Weighted average exercise price per share (in dollars per share) | $ 16.06 | $ 16.06 | |||
Weighted average remaining contractual term options outstanding | 2 years 4 months 6 days | ||||
Incentive Stock Units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Fair value of outstanding awards | $ 4,200 | $ 4,200 | $ 4,900 | ||
Employee-related Liabilities | 2,400 | 2,400 | $ 3,600 | ||
Share-based compensation | $ 300 | $ 400 | $ 2,200 | 200 | |
Restricted Stock Restricted Stock Units And Performance Based Restricted Stock Units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Awards vested (in shares) | 1,404,000 | ||||
Vested in period fair value | $ 85,100 | $ 92,700 | |||
Granted (in shares) | 783,000 | ||||
Granted (in usd per share) | $ 63.19 | ||||
Shares forfeited (in shares) | 62,000 | ||||
Restricted Stock Units (RSUs) | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Years to maturity | 2 years 10 months 24 days | ||||
Market Based Performance Restricted Stock Units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Granted (in shares) | 166,452 | ||||
Granted (in usd per share) | $ 80.38 | ||||
Shares forfeited (in shares) | 0 | ||||
Minimum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Term of options granted | 4 years | ||||
Minimum | Incentive Stock Units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 3 years | ||||
Minimum | Restricted Stock Units (RSUs) | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 3 years | ||||
Maximum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Term of options granted | 7 years | ||||
Maximum | Incentive Stock Units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 4 years | ||||
Maximum | Restricted Stock Units (RSUs) | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 4 years | ||||
2012 Omnibus Incentive Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Available for grant (in shares) | 4,500,000 | 4,500,000 | |||
Employee Stock Purchase Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Available for grant (in shares) | 1,300,000 | 1,300,000 | |||
Unrecognized compensation cost | $ 800 | $ 800 |
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 | 9 Months Ended | ||
Jun. 30, 2023 | Jul. 01, 2022 | Jun. 30, 2023 | Jul. 01, 2022 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total share-based compensation expense | $ 8,262 | $ 10,345 | $ 28,769 | $ 30,260 |
Cost of Revenue | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total share-based compensation expense | 1,078 | 929 | 3,239 | 3,035 |
Research and Development | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total share-based compensation expense | 3,281 | 3,709 | 11,255 | 10,818 |
Selling, General and Administrative | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total share-based compensation expense | $ 3,903 | $ 5,707 | $ 14,275 | $ 16,407 |
Share-Based Compensation - Summ
Share-Based Compensation - Summary of Restricted Stock, Restricted Stock Unit and Performance-based Restricted Stock Unit Activity (Details) - Restricted Stock Restricted Stock Units And Performance Based Restricted Stock Units shares in Thousands | 9 Months Ended |
Jun. 30, 2023 $ / shares shares | |
Number of shares (in thousands) | |
Balance at beginning of period (in shares) | shares | 1,872 |
Granted (in shares) | shares | 783 |
Vested and released (in shares) | shares | (1,404) |
Performance-based adjustment (in shares) | shares | 311 |
Forfeited, canceled or expired (in shares) | shares | (62) |
Balance at end of period (in shares) | shares | 1,500 |
Weighted- Average Grant Date Fair Value | |
Balance at beginning of period (in usd per share) | $ / shares | $ 40.44 |
Granted (in usd per share) | $ / shares | 63.19 |
Vested and released (in usd per share) | $ / shares | 28.23 |
Performance-based adjustment (in usd per share) | $ / shares | 27.13 |
Forfeited, canceled or expired (in usd per share) | $ / shares | 49.83 |
Balance at end of period (in usd per share) | $ / shares | $ 60.60 |
Share-Based Compensation - Fair
Share-Based Compensation - Fair Value of Market-Based PRSUs (Details) | 9 Months Ended |
Jun. 30, 2023 USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Years to maturity | 3 years |
Restricted Stock Units (RSUs) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Grant date stock price | $ 56.15 |
Average stock price at the start of the performance period | $ 54.12 |
Risk free interest rate | 4.20% |
Years to maturity | 2 years 10 months 24 days |
Expected volatility rate | 52.40% |
Expected dividend yield | 0% |
Share-Based Compensation Share-
Share-Based Compensation Share-Based Compensation Plans - Summary of Stock Option Activity (Details) $ / shares in Units, $ in Thousands | 9 Months Ended |
Jun. 30, 2023 USD ($) $ / shares shares | |
Number of Shares | |
Ending Balance Stock options outstanding (in shares) | shares | 15,000 |
Weighted-Average Exercise Price per Share | |
Ending Balance weighted-average exercise price per share (in usd per share) | $ / shares | $ 16.06 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | |
Weighted average remaining contractual term options outstanding | 2 years 4 months 6 days |
Aggregate intrinsic value stock options outstanding | $ | $ 700 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Jun. 30, 2023 | Jul. 01, 2022 | Jun. 30, 2023 | Jul. 01, 2022 | Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |||||
Income tax expense | $ 7,768,000 | $ 2,937,000 | $ 29,039,000 | $ 5,962,000 | |
Effective income tax rate | 39.60% | 8.40% | 30.20% | 2.90% | |
Effective tax rate | 21% | ||||
Unrecognized tax benefit | $ 0 | $ 0 | $ 0 | ||
Effective Income Tax Rate Reconciliation, GILTI, Percent | 16% |
Supplemental Cash Flow Inform_3
Supplemental Cash Flow Information - Additional Information (Details) $ in Millions | Jul. 01, 2022 USD ($) |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Capitalized Costs, Uncompleted Wells, Equipment and Facilities | $ 0.9 |
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 | 9 Months Ended | |
Jun. 30, 2023 | Jul. 01, 2022 | |
Supplemental Cash Flow Elements [Abstract] | ||
Cash paid for interest | $ 8,140 | $ 4,332 |
Cash paid for income taxes | 2,771 | 1,792 |
Operating lease right-of-use assets obtained in exchange for new lease liabilities | 4,434 | 2,367 |
Financing lease assets obtained in exchange for new lease liabilities | 9,725 | 0 |
Additions to property and equipment, net included in liabilities | $ 195 | $ 1,241 |
Geographic and Significant Cu_3
Geographic and Significant Customer Information - Additional Information (Details) - segment | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2023 | Jul. 01, 2022 | Jun. 30, 2023 | Jul. 01, 2022 | |
Revenue from External Customer [Line Items] | ||||
Number of reportable operating segment | 1 | |||
Top Ten Customers | Revenue Benchmark [Member] | Customer Concentration Risk | ||||
Revenue from External Customer [Line Items] | ||||
Concentration risk, percentage | 44% | 51% | 47% | 47% |
Customer -A- [Member] | Revenue Benchmark [Member] | Customer Concentration Risk | ||||
Revenue from External Customer [Line Items] | ||||
Concentration risk, percentage | 11% |
Geographic and Significant Cu_4
Geographic and Significant Customer Information - Summary of Different Geographic Regions (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Sep. 30, 2022 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-Lived Assets | $ 155,376 | $ 123,701 |
United States | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-Lived Assets | 116,993 | 108,569 |
Other Countries | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-Lived Assets | 6,454 | 14,357 |
FRANCE | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-Lived Assets | $ 31,929 | $ 775 |
Uncategorized Items - mtsi-2023
Label | Element | Value |
Accounting Standards Update [Extensible Enumeration] | us-gaap_AccountingStandardsUpdateExtensibleList | Accounting Standards Update 2020-06 [Member] |