Cover Page
Cover Page - shares | 9 Months Ended | |
Jun. 28, 2024 | Jul. 29, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 28, 2024 | |
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 $0.001 per share | |
Trading Symbol | MTSI | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 72,191,208 | |
Entity Central Index Key | 0001493594 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --09-27 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2024 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Jun. 28, 2024 | Sep. 29, 2023 |
Assets, Current [Abstract] | ||
Cash and cash equivalents | $ 117,304 | $ 173,952 |
Short-term investments | 404,196 | 340,574 |
Accounts Receivable, after Allowance for Credit Loss, Current | 106,776 | 91,253 |
Inventories | 190,715 | 136,300 |
Prepaid and other current assets | 24,621 | 19,114 |
Total current assets | 843,612 | 761,193 |
Property and equipment, net | 178,975 | 149,496 |
Goodwill | 330,340 | 323,398 |
Intangible assets, net | 85,525 | 66,994 |
Deferred income taxes | 211,507 | 218,107 |
Other long-term assets | 55,253 | 34,056 |
Total assets | 1,705,212 | 1,553,244 |
Current liabilities: | ||
Finance lease liabilities | 808 | 1,162 |
Accounts payable | 40,288 | 24,966 |
Accrued liabilities | 61,993 | 57,397 |
Total current liabilities | 103,089 | 83,525 |
Finance lease liabilities | 31,270 | 31,776 |
Financing obligation | 9,092 | 9,307 |
Long-term debt | 447,994 | 447,134 |
Other long-term liabilities | 32,716 | 33,902 |
Total liabilities | 624,161 | 605,644 |
Stockholders’ equity: | ||
Common stock | 72 | 71 |
Treasury stock, at cost | (330) | (330) |
Accumulated other comprehensive loss | (2,082) | (3,635) |
Additional paid-in capital | 1,298,655 | 1,214,203 |
Accumulated deficit | (215,264) | (262,709) |
Total stockholders’ equity | 1,081,051 | 947,600 |
Total liabilities and stockholders’ equity | $ 1,705,212 | $ 1,553,244 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 28, 2024 | Jun. 30, 2023 | Jun. 28, 2024 | Jun. 30, 2023 | |
Income Statement [Abstract] | ||||
Revenue | $ 190,486 | $ 148,522 | $ 528,868 | $ 498,032 |
Cost of revenue | 89,077 | 62,396 | 244,937 | 198,861 |
Gross profit | 101,409 | 86,126 | 283,931 | 299,171 |
Operating expenses: | ||||
Research and development | 47,531 | 36,668 | 132,566 | 111,037 |
Selling, general and administrative | 34,162 | 32,152 | 105,233 | 96,341 |
Total operating expenses | 81,693 | 68,820 | 237,799 | 207,378 |
Income from operations | 19,716 | 17,306 | 46,132 | 91,793 |
Other income (expense): | ||||
Interest income | 5,820 | 6,001 | 16,742 | 14,750 |
Interest expense | (1,288) | (3,657) | (3,862) | (10,170) |
Other expense, net | 0 | (29) | 0 | (207) |
Total other income | 4,532 | 2,315 | 12,880 | 4,373 |
Income before income taxes | 24,248 | 19,621 | 59,012 | 96,166 |
Income tax expense | 4,309 | 7,768 | 11,567 | 29,039 |
Net income | $ 19,939 | $ 11,853 | $ 47,445 | $ 67,127 |
Net income per share: | ||||
Income (loss) per share - Basic (usd per share) | $ 0.28 | $ 0.17 | $ 0.66 | $ 0.95 |
Income (loss) per share - Diluted (usd per share) | $ 0.27 | $ 0.17 | $ 0.65 | $ 0.94 |
Weighted average shares used: | ||||
Basic (in shares) | 72,143 | 70,937 | 71,881 | 70,739 |
Diluted (in shares) | 74,217 | 71,408 | 73,258 | 71,395 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive (Loss) Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 28, 2024 | Jun. 30, 2023 | Jun. 28, 2024 | Jun. 30, 2023 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 19,939 | $ 11,853 | $ 47,445 | $ 67,127 |
OCI, Debt Securities, Available-for-Sale, Unrealized Holding Gain (Loss), before Adjustment and Tax | (23) | (409) | 981 | 2,971 |
Foreign currency translation (loss) gain, net of tax | (124) | (1,041) | 572 | (3) |
Other comprehensive (loss) income, net of tax | (147) | (1,450) | 1,553 | 2,968 |
Total comprehensive income | $ 19,792 | $ 10,403 | $ 48,998 | $ 70,095 |
Condensed Consolidated Statem_3
Condensed Consolidated Statement of Stockholders' Equity (Unaudited) - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Treasury Stock | Accumulated Other Comprehensive Income | Additional Paid-in Capital | Accumulated Deficit |
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 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 withheld for taxes 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 | |||||
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 withheld for taxes 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 | |||||
Balance at the beginning of the period, treasury stock (in shares) | 23 | |||||
Balance at beginning of period, (in shares) at Sep. 29, 2023 | 71,013 | |||||
Balance at beginning of period at Sep. 29, 2023 | 947,600 | $ 71 | $ (330) | (3,635) | 1,214,203 | (262,709) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Stock option exercises (in shares) | 5 | |||||
Stock option exercises | 80 | 80 | ||||
Vesting of restricted common stock and units (in shares) | 547 | |||||
Issuance of common stock pursuant to employee stock purchase plan (in shares) | 116 | |||||
Issuance of common stock pursuant to employee stock purchase plan | 6,425 | 6,425 | ||||
Shares repurchased for stock withholdings on restricted stock awards (in shares) | (185) | |||||
Shares withheld for taxes on equity awards | (13,877) | (13,877) | ||||
Share-based compensation | 34,092 | 34,092 | ||||
Issuance of common stock as consideration for acquisition (in shares) | 712 | |||||
Issuance of common stock as consideration for acquisition | 57,733 | $ 1 | 57,732 | |||
Other comprehensive income, net of tax | 1,553 | 1,553 | ||||
Net income | 47,445 | 47,445 | ||||
Balance at end of period, (in shares) at Jun. 28, 2024 | 72,208 | |||||
Balance at end of period at Jun. 28, 2024 | 1,081,051 | $ 72 | $ (330) | (2,082) | 1,298,655 | (215,264) |
Balance at end of period, treasury stock (in shares) at Jun. 28, 2024 | (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. 29, 2024 | 72,120 | |||||
Balance at beginning of period at Mar. 29, 2024 | 1,045,613 | $ 72 | $ (330) | (1,935) | 1,283,009 | (235,203) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Vesting of restricted common stock and units (in shares) | 45 | |||||
Issuance of common stock pursuant to employee stock purchase plan (in shares) | 57 | |||||
Issuance of common stock pursuant to employee stock purchase plan | 3,656 | 3,656 | ||||
Shares repurchased for stock withholdings on restricted stock awards (in shares) | (14) | |||||
Shares withheld for taxes on equity awards | (1,355) | (1,355) | ||||
Share-based compensation | 13,345 | 13,345 | ||||
Other comprehensive income, net of tax | (147) | (147) | ||||
Net income | 19,939 | 19,939 | ||||
Balance at end of period, (in shares) at Jun. 28, 2024 | 72,208 | |||||
Balance at end of period at Jun. 28, 2024 | $ 1,081,051 | $ 72 | $ (330) | $ (2,082) | $ 1,298,655 | $ (215,264) |
Balance at end of period, treasury stock (in shares) at Jun. 28, 2024 | (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. 28, 2024 | Jun. 30, 2023 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income | $ 47,445 | $ 67,127 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and intangibles amortization | 49,419 | 38,415 |
Share-based compensation | 34,092 | 28,769 |
Deferred income taxes | 6,655 | 27,431 |
Amortization on marketable securities, net | 5,731 | 8,627 |
Other adjustments, net | 4,524 | 3,345 |
Change in operating assets and liabilities: | ||
Accounts receivable | (17,882) | (2,387) |
Inventories | (25,103) | (12,208) |
Prepaid expenses and other assets | (972) | (2,923) |
Accounts payable | 14,732 | (4,135) |
Accrued and other liabilities | (6,072) | (16,607) |
Income taxes | (796) | (1,637) |
Net cash provided by operating activities | 100,311 | 116,563 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Acquisition of businesses, net of cash acquired | (72,615) | (87,692) |
Purchases of property and equipment | (17,252) | (18,890) |
Other investing | (2,144) | 0 |
Proceeds from sale of property and equipment | 0 | 8,005 |
Proceeds from sales and maturities of short-term investments | 274,112 | 364,116 |
Purchases of short-term investments | (330,716) | (352,900) |
Net cash used in investing activities | (148,615) | (87,361) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Payments on finance leases and other | (1,062) | (890) |
Proceeds from stock option exercises and employee stock purchases | 6,505 | 5,574 |
Common stock withheld for taxes on employee equity awards | (13,877) | (32,479) |
Net cash used in financing activities | (8,434) | (27,795) |
Foreign currency effect on cash | 90 | 161 |
NET CHANGE IN CASH AND CASH EQUIVALENTS | (56,648) | 1,568 |
CASH AND CASH EQUIVALENTS — Beginning of period | 173,952 | 119,952 |
CASH AND CASH EQUIVALENTS — End of period | 117,304 | 121,520 |
Issuance of common stock in connection with the RF Business Acquisition (See Note 3 - Acquisitions) | $ 57,733 | $ 0 |
BASIS OF PRESENTATION AND SUMMA
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Jun. 28, 2024 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | BASIS OF PRESENTATION AND 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 29, 2023 is as reported in our audited consolidated financial statements as of that date. Our accounting policies are described in the notes to our September 29, 2023 consolidated financial statements, which were included in our Annual Report on Form 10-K for our fiscal year ended September 29, 2023 filed with the SEC on November 13, 2023 (the “2023 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 2023 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, Interest income has 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 2024 and 2023 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; business combinations; goodwill and intangible asset valuation; share-based compensation valuations and income taxes. Recent Accounting Pronouncements —Our Recent Accounting Pronouncements are described in our 2023 Annual Report on Form 10-K. In June 2022, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2022-03, Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions , which amends Account Standards Codification Topic 820, Fair Value Measurement (“ASU 2022-03”). ASU 2022-03 clarifies guidance for fair value measurement of an equity security subject to a contractual sale restriction and establishes new disclosure requirements for such equity securities. We elected to early adopt ASU 2022-03 on September 30, 2023, and applied the amendment in measuring consideration transferred in the RF Business Acquisition (as defined in Note 3 - Acquisitions) . As a result, we have not applied a discount for lack of marketability related to the RF Business Acquisition stockholder restrictions set forth in the asset purchase agreement (discussed in Note 3 - Acquisitions) . However, the fair value of the shares was discounted for lack of marketability as the shares that were transferred were unregistered and legally restricted from being sold. See Note 3 - Acquisitions for additional information. Pronouncements for Adoption in Subsequent Periods In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280) Improvements to Reportable Segment Disclosures , which improves disclosures about a public entity’s reportable segments and addresses requests from investors and other allocators of capital for additional, more detailed information about a reportable segment’s expenses. The amendments in this update improve financial reporting by requiring disclosure of incremental segment information on an annual and interim basis for all public entities to enable investors to develop more decision-useful financial analyses. This ASU should be applied on a retrospective basis. The amendments in this update are effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. We are currently evaluating the future effect the adoption of this ASU will have on our consolidated financial statements and related disclosures. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) Improvements to Income Tax Disclosures , which require greater disaggregation of income tax disclosures. The amendments in this update improve the transparency of income tax disclosures by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. Other amendments in this update improve the effectiveness and comparability of disclosures by (1) adding disclosures of pretax income (or loss) and income tax expense (or benefit) and (2) removing disclosures that no longer are considered cost beneficial or relevant. This ASU should be applied on a prospective basis, with retrospective application permitted. The guidance in this update is effective for fiscal years beginning after December 15, 2024. We are currently evaluating the future effect of the adoption of this ASU will have on our consolidated financial statements and related disclosures. |
REVENUE
REVENUE | 9 Months Ended |
Jun. 28, 2024 | |
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 28, 2024 June 30, 2023 June 28, 2024 June 30, 2023 Revenue by Market: Industrial & Defense $ 90,908 $ 83,549 $ 258,792 $ 237,911 Data Center 49,003 26,640 141,662 106,451 Telecom 50,575 38,333 128,414 153,670 Total $ 190,486 $ 148,522 $ 528,868 $ 498,032 Three Months Ended Nine Months Ended June 28, 2024 June 30, 2023 June 28, 2024 June 30, 2023 Revenue by Geographic Region: United States $ 86,670 $ 73,262 $ 236,476 $ 244,685 China 46,423 24,296 128,961 98,776 Asia Pacific, excluding China (1) 26,121 23,400 66,792 72,942 Other Countries (2) 31,272 27,564 96,639 81,629 Total $ 190,486 $ 148,522 $ 528,868 $ 498,032 (1) Asia Pacific primarily represents Australia, India, Japan, 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. Revenue by geographic region is aggregated by customer billing address. 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 28, 2024 (in thousands, except percentage): June 28, 2024 September 29, 2023 $ Change % Change Contract liabilities $ 5,422 $ 2,762 $ 2,660 96 % During the three and nine months ended June 28, 2024, we recognized sales of less than $0.1 million and $2.5 million, respectively, that were included in the contract liabilities balance as of the beginning of the period. The increase in contract liabilities during the nine months ended June 28, 2024 was primarily related to deferral of revenue for invoiced products and services prior to when certain of our customers obtained control of the product and or services. |
ACQUISITIONS
ACQUISITIONS | 9 Months Ended |
Jun. 28, 2024 | |
Business Combination and Asset Acquisition [Abstract] | |
ACQUISITIONS | ACQUISITIONS RF Business of Wolfspeed, Inc.— On December 2, 2023, we completed the acquisition of certain assets and specified liabilities of the radio frequency (“RF”) business of Wolfspeed, Inc. (“Wolfspeed”) (the “RF Business,”), which was accounted for as a business combination (the “RF Business Acquisition”). The RF Business includes a portfolio of gallium nitride (“GaN”) on Silicon Carbide products used in high-performance RF and microwave applications. In connection with the RF Business Acquisition, we expect to assume control of a wafer fabrication facility in Research Triangle Park, North Carolina (the “RTP Fab”) approximately two years following the closing of the RF Business Acquisition (the “RTP Fab Transfer”). Prior to the RTP Fab Transfer, Wolfspeed will continue to operate the facility and supply wafer product and other fabrication services to us pursuant to various agreements entered into between the parties concurrently with the closing of the RF Business Acquisition. The purchase price for the RF Business Acquisition consisted of $75.0 million payable in cash, subject to customary purchase price adjustments, and 711,528 shares of our common stock, with a fair value of $57.7 million, which were issued at the closing of the RF Business Acquisition. The shares of our common stock issued in connection with the RF Business Acquisition are subject to restrictions on the sale of shares until transfer of the RTP Fab to the Company is complete. In addition, if the RTP Fab has not transferred by the fourth anniversary of the closing date of the RF Business Acquisition, Wolfspeed will forfeit 25% of the share consideration. We funded the cash purchase price for the RF Business Acquisition through cash-on-hand. During the three months ended June 28, 2024, we did not incur any acquisition-related transaction costs. During the nine months ended June 28, 2024, we incurred acquisition-related transaction costs of approximately $7.4 million, which are included in selling, general and administrative expense. During the three and nine months ended June 30, 2023, we incurred acquisition-related transaction costs of approximately $2.0 million, which are included in selling, general and administrative expense. The following table summarizes the preliminary estimate of the purchase price (in thousands, except shares and closing share price amount): At Acquisition Date as Reported Measurement Period Adjustments At Acquisition Date as Reported June 28, 2024 Cash purchase consideration $ 75,000 $ (2,198) $ 72,802 Number of shares of MACOM common stock issued at closing 711,528 Fair value of shares issued $ 81.14 Equity purchase consideration 60,772 (3,039) 57,733 Total purchase consideration $ 135,772 $ (5,237) $ 130,535 During the three months ended June 28, 2024, the net working capital acquired was finalized, resulting in a refund of cash purchase consideration of $2.2 million. During the nine months ended June 28, 2024, we reduced the fair value of our common stock issued at the closing of the RF Business Acquisition by $3.0 million, representing the discount for lack of marketability as the shares were unregistered. The purchase price for the RF Business 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 Measurement Period Adjustments At Acquisition Date as Reported June 28, 2024 Current assets $ 160 $ (121) $ 39 Inventory 23,574 8,402 31,976 Property and equipment 35,415 — 35,415 Intangible assets 60,000 (18,000) 42,000 Prepayment for net assets associated with the RTP Fab Transfer 19,450 (3,200) 16,250 Other non-current assets 6,735 (916) 5,819 Goodwill — 9,107 9,107 Total assets acquired 145,334 (4,728) 140,606 Current liabilities 6,474 409 6,883 Long-term liabilities 3,088 100 3,188 Total liabilities assumed 9,562 509 10,071 Purchase Price $ 135,772 $ (5,237) $ 130,535 Intangible assets consist of technology, a favorable contract and customer relationships with fair values of $21.0 million, $14.5 million and $6.5 million, respectively, and useful lives of 4.8 years, 2.0 years and 8.8 years, respectively. We used variations of income approaches with estimates and assumptions developed by us to determine the fair values of technology, the favorable contract and customer relationships. We valued technology by using the relief-from-royalty method, the favorable contract by using the discounted cash flow method and customer relationships by using the multi-period excess earnings method. We valued backlog using the multi-period excess earnings method and determined that the value for backlog is zero. The process for estimating the fair values of identifiable intangible assets requires the use of significant estimates and assumptions, including revenue growth rates, royalty rates, operating margin and discount rates. We used the cost and market approaches to determine the fair value of our property and equipment. We amortize definite-lived assets based on the pattern over which we expect to receive the economic benefit from these assets. During the nine months ended June 28, 2024, based on additional information, we updated inputs and assumptions used to calculate the fair value of certain assets and liabilities, primarily resulting in a decrease to the fair value of intangible assets of $18.0 million, an increase to the fair value of inventory of $8.4 million, with an offsetting increase to Goodwill. Due to these adjustments, the condensed consolidated statement of operations for the three months ended June 28, 2024 includes a net benefit of less than $0.1 million for intangible asset and inventory step-up amortization related to the quarters ended March 29, 2024 and December 29, 2024. The prepayment of $16.3 million for the net assets associated with the RTP Fab Transfer, classified in Other long-term assets in our condensed consolidated balance sheet, relates to the estimated fair value of property and equipment, inventory and liabilities that we will assume control of at the time of the RTP Fab Transfer. The cost and market approaches were used in determining the fair value of $10.4 million for property and equipment expected to transfer at the RTP Fab Transfer date. The remaining prepayment relates to inventory and liabilities, net, that we will assume control of at the time of the RTP Fab Transfer. 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 28, 2024, the purchase price allocation for the RF Business remains open as we gather additional information regarding the fair value of consideration transferred, the assets acquired and the liabilities assumed, primarily in relation to the valuation of intangibles, inventory, property and equipment, leases, the prepayment for the assets and liabilities to be conveyed with the RTP Fab Transfer and contingencies. The RF Business has been included in our consolidated financial statements since the date of acquisition. During the three and nine months ended June 28, 2024, the RF Business contributed approximately $47.1 million and $89.0 million of our total revenue, respectively. During the three and nine months ended June 28, 2024, the RF Business did not materially impact our consolidated net income. Consolidated estimated pro forma unaudited revenue and net income as if the RF Business Acquisition had occurred on October 1, 2022, is as follows (in thousands): Three Months Ended Nine Months Ended June 28, 2024 June 30, 2023 June 28, 2024 June 30, 2023 Consolidated estimated pro forma unaudited revenue $ 190,486 $ 181,703 $ 555,705 $ 609,763 Consolidated estimated pro forma unaudited net loss $ 21,517 $ (24,351) $ 24,728 $ (50,334) Pro forma revenue and net loss was prepared for comparative purposes only and is not indicative of what would have occurred had the acquisition actually occurred on October 1, 2022, or of the results that may occur in the future. Pro forma net loss includes business combination accounting effects from the RF Business Acquisition, primarily amortization expense from acquired intangible assets, acquisition transaction costs and tax-related effects. Pro forma earnings for the nine months ended June 28, 2024 were adjusted to exclude transaction costs incurred of $15.8 million, and pro forma earnings for the nine months ended June 30, 2023 were adjusted and include $42.0 million of transaction costs associated with the RF Business Acquisition. MESC— 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 acquisition as the MACOM European Semiconductor Center Acquisition (the “MESC Acquisition”) and it was accounted for as a business combination. We completed the MESC Acquisition to expand our European footprint and to enable us to offer higher frequency gallium arsenide (“GaAs”) and GaN MMICs. Total cash consideration paid for the MESC Acquisition was approximately $36.9 million and was funded with cash-on-hand. During the three months ended June 28, 2024, we did not incur any acquisition-related transaction costs. During the nine months ended June 28, 2024, we incurred acquisition-related transaction costs of approximately $0.3 million, which are included in selling, general and administrative expense. 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. The MESC Acquisition was accounted for as a business combination and the operations of MESC have been included in our consolidated financial statements since the date of acquisition. We finalized the MESC Acquisition purchase accounting during the fiscal quarter ended June 28, 2024. The final purchase price has been allocated 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 manufacturing facilities in France that provides us with the option to purchase the real property for one Euro 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 technology and customer relationships of $4.9 million and $1.1 million, respectively, and both having useful lives of 8.3 years. 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. Linearizer Technology, Inc.— On March 3, 2023, we completed the acquisition of Linearizer Technology, Inc. (“Linearizer”), a developer of modules and subsystems, including SSPAs, microwave predistortion linearizers and microwave photonics based in Hamilton, New Jersey (the “Linearizer Acquisition”), which was accounted for as a business combination. 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 $51.4 million. We funded the Linearizer Acquisition with cash-on-hand. During the three and nine months ended June 28, 2024, we did not incur any acquisition-related transaction costs. 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 . 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. We finalized the Linearizer Acquisition purchase accounting during the fiscal quarter ended March 29, 2024. The final purchase price has been allocated as follows (in thousands): At Acquisition Date as Reported Measurement Period Adjustments At Acquisition Date as Reported Current assets $ 2,819 $ (100) $ 2,719 Inventory 8,907 1,407 10,314 Property and equipment 5,485 — 5,485 Intangible assets 29,600 — 29,600 Goodwill 12,332 (1,494) 10,838 Total assets acquired 59,143 (187) 58,956 Current liabilities 7,544 — 7,544 Total liabilities assumed 7,544 — 7,544 Purchase Price $ 51,599 $ (187) $ 51,412 |
Investments
Investments | 9 Months Ended |
Jun. 28, 2024 | |
Investments, Debt and Equity Securities [Abstract] | |
INVESTMENTS | INVESTMENTS All investments are short-term in nature and are invested in certificates of deposit, corporate bonds, commercial paper, U.S. Treasuries and agency bonds and are classified as available-for-sale. These investments 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 28, 2024 Amortized Gross Gross Aggregate Fair Certificates of deposit $ 10,980 $ — $ (1) $ 10,979 Corporate bonds 265,377 29 (1,587) 263,819 Commercial paper 72,951 — (84) 72,867 U.S. Treasuries and agency bonds 56,561 10 (40) 56,531 Total short-term investments $ 405,869 $ 39 $ (1,712) $ 404,196 September 29, 2023 Amortized Gross Gross Aggregate Fair Corporate bonds $ 145,234 $ — $ (2,845) $ 142,389 Commercial paper 176,405 — (129) 176,276 U.S. Treasuries and agency bonds 21,895 18 (4) 21,909 Total short-term investments $ 343,534 $ 18 $ (2,978) $ 340,574 The contractual maturities of available-for-sale investments were as follows (in thousands): June 28, 2024 September 29, 2023 Less than one year $ 262,355 $ 265,591 Over one year 141,841 74,983 Total available-for-sale investments $ 404,196 $ 340,574 We have determined that the gross unrealized losses on available for sale securities as of June 28, 2024 and September 29, 2023 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 loss. |
FAIR VALUE
FAIR VALUE | 9 Months Ended |
Jun. 28, 2024 | |
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 28, 2024. Assets and liabilities measured at fair value on a recurring basis consist of the following (in thousands): June 28, 2024 Fair Value Active Markets for Identical Assets (Level 1) Observable Inputs (Level 2) Unobservable Inputs (Level 3) Assets U.S. Treasuries and agency bonds $ 56,531 $ 51,536 $ 4,995 $ — Money market funds 54,675 54,675 — — Certificates of deposit 10,979 10,979 — — Corporate bonds 263,819 — 263,819 — Commercial paper 72,867 — 72,867 — Total assets measured at fair value $ 458,871 $ 117,190 $ 341,681 $ — September 29, 2023 Fair Value Active Markets for Identical Assets (Level 1) Observable Inputs (Level 2) Unobservable Inputs (Level 3) Assets Money market funds $ 111,388 $ 111,388 $ — $ — U.S. Treasuries 21,910 21,910 — — Commercial paper 176,276 — 176,276 — Corporate bonds 142,388 — 142,388 — Total assets measured at fair value $ 451,962 $ 133,298 $ 318,664 $ — |
INVENTORIES
INVENTORIES | 9 Months Ended |
Jun. 28, 2024 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | INVENTORIES Inventories consist of the following (in thousands): June 28, September 29, Raw materials $ 117,284 $ 82,589 Work-in-process 15,375 14,280 Finished goods 58,056 39,431 Total inventory, net $ 190,715 $ 136,300 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 9 Months Ended |
Jun. 28, 2024 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | PROPERTY AND EQUIPMENT Property and equipment consists of the following (in thousands): June 28, September 29, Construction in process $ 14,640 $ 10,256 Machinery and equipment 280,196 238,037 Leasehold improvements 38,723 35,342 Furniture and fixtures 2,966 2,888 Computer equipment 19,962 18,824 Finance lease assets 64,523 64,126 Total property and equipment 421,010 369,473 Less accumulated depreciation and amortization (242,035) (219,977) Property and equipment, net $ 178,975 $ 149,496 In August 2022, the U.S. government enacted the CHIPS and Science Act of 2022 (CHIPS Act), which provides funding for manufacturing grants and research investments and establishes a 25% investment tax credit for certain qualifying investments in U.S. semiconductor manufacturing equipment. As of June 28, 2024, we recognized a $4.4 million reduction to the carrying amounts of the qualifying manufacturing assets in the condensed consolidated balance sheet. Depreciation and amortization expense related to property and equipment for the three and nine months ended June 28, 2024 was $7.9 million and $22.3 million, respectively. 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. Accumulated amortization on finance lease assets as of June 28, 2024 and September 29, 2023 was $9.6 million and $7.8 million, respectively. |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 9 Months Ended |
Jun. 28, 2024 | |
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 28, June 30, June 28, June 30, Cost of revenue $ 4,344 $ 1,131 $ 10,486 $ 3,028 Research and development 1,340 — 3,426 — Selling, general and administrative 4,337 5,976 13,257 17,644 Total $ 10,021 $ 7,107 $ 27,169 $ 20,672 A summary of the activity in gross intangible assets as of June 28, 2024 and September 29, 2023 is as follows (in thousands): June 28, 2024 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Acquired technology $ 212,448 $ (184,705) $ 27,743 Customer relationships 274,138 (238,884) 35,254 Favorable contract 14,500 (5,334) 9,166 Software licenses 11,950 (3,431) 8,519 Trade name (1) 5,200 (357) 4,843 Balance as of June 28, 2024 (2) $ 518,236 $ (432,711) $ 85,525 September 29, 2023 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Acquired technology $ 191,369 $ (179,558) $ 11,811 Customer relationships 267,621 (225,827) 41,794 Software licenses 8,350 — 8,350 Trade name (1) 5,200 (161) 5,039 Balance as of September 29, 2023 (2) $ 472,540 $ (405,546) $ 66,994 (1) Includes an indefinite-lived trade name of $3.4 million that is not amortized. (2) Foreign intangible asset carrying amounts include foreign currency translation adjustments. As of June 28, 2024, our estimated amortization of our intangible assets in future fiscal years was as follows (in thousands): 2024 Remaining 2025 2026 2027 2028 Thereafter Total Amortization expense $ 9,997 25,663 14,551 11,455 7,983 12,476 $ 82,125 A summary of the changes in goodwill as of June 28, 2024 is as follows (in thousands): June 28, Balance as of September 29, 2023 $ 323,398 Acquired (1) 7,613 Foreign currency translation adjustment (671) Balance as of June 28, 2024 $ 330,340 (1) The acquired balance consists of an increase of $9.1 million to goodwill related to measurement period adjustments for the RF Business Acquisition and a reduction of $1.5 million to goodwill related to measurement period adjustments for the Linearizer Acquisition. For additional information refer to Note 3 - Acquisitions. |
Debt
Debt | 9 Months Ended |
Jun. 28, 2024 | |
Debt Disclosure [Abstract] | |
Debt | DEBT The following represents the outstanding balances and effective interest rates of our borrowings as of June 28, 2024 and September 29, 2023, (in thousands, except percentages): June 28, 2024 September 29, 2023 Principal Balance Effective Interest Rate Principal Balance Effective Interest Rate 0.25% convertible notes due March 2026 450,000 0.54 % 450,000 0.54 % Unamortized discount on deferred financing costs (2,006) (2,866) Total long-term debt, less current portion $ 447,994 $ 447,134 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 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. For the three and nine months ended June 28, 2024 and June 30, 2023, total interest expense for the 2026 Convertible Notes was $0.3 million and $0.8 million, respectively. The fair value of our 2026 Convertible Notes was $636.1 million and $512.5 million as of June 28, 2024 and September 29, 2023, 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 28, 2024; the full amount of $450.0 million is due on March 15, 2026. Term Loans |
FINANCING OBLIGATION
FINANCING OBLIGATION | 9 Months Ended |
Jun. 28, 2024 | |
Debt Disclosure [Abstract] | |
FINANCING OBLIGATION | F INANCING 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 28, 2024 and September 29, 2023 , the net book value of the systems in Property and equipment, net was $8.4 million and $8.9 million, respectively, and the corresponding liability was $9.4 million and $9.6 million, respectively, primarily classified in Financing obligation on our condensed consolidated balance sheet. The initial 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. As of June 28, 2024 and September 29, 2023 , we had $24.4 million and $25.5 million, respectively, in remaining fixed payments over a 14-year term associated with the power purchase agreement, of which $15.2 million and $15.9 million, respectively, is included in our consolidated balance sheets on a discounted basis. As of June 28, 2024, expected future minimum payments for the financing obligation were as follows (in thousands): Fiscal year ending: Amount 2024 $ 242 2025 982 2026 1,007 2027 1,031 2028 1,057 Thereafter 10,857 Total payments $ 15,176 Less: interest 5,805 Present value of liabilities $ 9,371 |
EARNINGS PER SHARE
EARNINGS PER SHARE | 9 Months Ended |
Jun. 28, 2024 | |
Earnings Per Share [Abstract] | |
EARNINGS 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 28, 2024 June 30, 2023 June 28, 2024 June 30, 2023 Numerator: Net income attributable to common stockholders $ 19,939 $ 11,853 $ 47,445 $ 67,127 Denominator: Weighted average common shares outstanding-basic 72,143 70,937 71,881 70,739 Dilutive effect of stock options, restricted stock awards and restricted stock units 1,008 471 889 656 Dilutive effect of convertible debt (1) 1,066 — 488 — Weighted average common shares outstanding-diluted 74,217 71,408 73,258 71,395 Net income to common stockholders per share-Basic: $ 0.28 $ 0.17 $ 0.66 $ 0.95 Net income to common stockholders per share-Diluted: $ 0.27 $ 0.17 $ 0.65 $ 0.94 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Jun. 28, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES From time to time, we may be subject to commercial disputes, employment issues, claims by other companies in the industry that we have infringed their intellectual property rights and other similar claims and 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 28, 2024. |
STOCKHOLDERS_ EQUITY AND SHARE-
STOCKHOLDERS’ EQUITY AND SHARE-BASED COMPENSATION | 9 Months Ended |
Jun. 28, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
STOCKHOLDERS’ EQUITY AND SHARE-BASED COMPENSATION | STOCKHOLDERS’ EQUITY AND 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 28, 2024. Stock Plans As of June 28, 2024, we had 3.9 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 1.1 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 28, 2024 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 28, 2024 and September 29, 2023, the fair value of outstanding ISUs was $7.0 million and $5.0 million, respectively, and the associated accrued compensation liability was $4.0 million and $3.3 million, respectively. During the three and nine months ended June 28, 2024, we recorded an expense for ISU awards of $1.2 million and $2.6 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. 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 28, June 30, June 28, June 30, Cost of revenue $ 1,522 $ 1,078 $ 4,392 $ 3,239 Research and development 5,446 3,281 13,173 11,255 Selling, general and administrative 6,377 3,903 16,527 14,275 Total share-based compensation expense $ 13,345 $ 8,262 $ 34,092 $ 28,769 As of June 28, 2024, the total unrecognized compensation costs related to RSUs and PRSUs was $74.1 million, which we expect to recognize over a weighted-average period of 2.0 years. As of June 28, 2024, total unrecognized compensation cost related to our Employee Stock Purchase Plan was $1.2 million. Restricted Stock Units and Performance-Based Restricted Stock Units A summary of stock award activity for the nine months ended June 28, 2024 is as follows: Number of shares Weighted- Balance as of September 29, 2023 1,501 $ 60.90 Granted 763 80.14 Performance-based adjustment (1) 62 35.43 Vested and released (547) 49.56 Forfeited, canceled or expired (119) 65.80 Balance as of June 28, 2024 1,660 $ 72.18 (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 28, 2024 based on the Company’s achievement of adjusted earnings per share performance conditions. Stock awards that vested during the nine months ended June 28, 2024 and June 30, 2023 had combined fair values of $41.8 million and $85.1 million, respectively, as of the vesting date. RSUs granted generally vest over a period of three Market-based PRSUs We granted 132,247 market-based PRSUs during the nine months ended June 28, 2024, at a weighted average grant date fair value of $88.88 per share. 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 three 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 28, Grant date stock price $ 73.01 Average stock price at the start of the performance period $ 79.43 Risk free interest rate 4.6% Years to maturity 2.9 Expected volatility rate 41.7% Expected dividend yield — Stock Options |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Jun. 28, 2024 | |
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 28, June 30, June 28, June 30, Income tax expense $ 4,309 $ 7,768 $ 11,567 $ 29,039 Effective income tax rate 17.8 % 39.6 % 19.6 % 30.2 % 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 28, 2024 was primarily driven by favorable stock based compensation and research and development (“R&D”) tax credits, partially offset by global intangible low taxed income (“GILTI”). 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 GILTI including changes to IRC Section 174, non-deductible compensation and state income taxes partially offset by income taxed in foreign jurisdictions generally at lower tax rates and R&D tax credits. During the nine months ended June 28, 2024, we determined the earnings of one of our entities in India are no longer permanently reinvested, and due to the change in our position, we recorded a foreign withholding tax expense of $1.0 million associated with undistributed earnings. 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 28, 2024 and September 29, 2023. 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 28, 2024, we did not make any accrual or payment of interest or penalties. |
SUPPLEMENTAL CASH FLOW INFORMAT
SUPPLEMENTAL CASH FLOW INFORMATION | 9 Months Ended |
Jun. 28, 2024 | |
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 28, June 30, Cash paid for interest $ 2,715 $ 8,140 Cash paid for income taxes $ 4,385 $ 2,771 Non-cash activities: Operating lease right-of-use assets obtained in exchange for new lease liabilities $ 7,596 $ 4,434 Finance lease assets obtained in exchange for new lease liabilities $ — $ 9,725 Additions to property and equipment, net included in liabilities $ 944 $ 195 Purchase of software licenses included in liabilities $ 2,500 $ — Operating lease right-of-use assets obtained in exchange for new lease liabilities includes $5.6 million operating lease right-of-use assets acquired as part of the RF Business Acquisition. For additional information on the RF Business Acquisition, see Note 3 - Acquisitions |
GEOGRAPHIC AND SIGNIFICANT CUST
GEOGRAPHIC AND SIGNIFICANT CUSTOMER INFORMATION | 9 Months Ended |
Jun. 28, 2024 | |
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, changes to our business and the potential impact of these 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 28, September 29, United States $ 127,335 $ 111,865 France 32,401 31,142 Other Countries (1) 19,239 6,489 Total $ 178,975 $ 149,496 (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. The following is a summary of customer concentrations as a percentage of revenue and accounts receivable as of and for the periods presented: Three Months Ended Nine Months Ended Revenue June 28, June 30, June 28, June 30, Customer A 14 % — 12 % — Customer Concentration Customer A did not represent more than 10% of our revenue in the three and nine months ended June 30, 2023. 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. For the three and nine months ended June 28, 2024, our top ten customers represented 56% and 55%, respectively, of total revenue, and for the three and nine months ended June 30, 2023, our top ten customers represented 44% and 47%, respectively, of total revenue. |
RELATED-PARTY TRANSACTIONS
RELATED-PARTY TRANSACTIONS | 9 Months Ended |
Jun. 28, 2024 | |
Related Party Transactions [Abstract] | |
RELATED-PARTY TRANSACTIONS | RELATED-PARTY TRANSACTIONS During the nine months ended June 28, 2024, we purchased $0.3 million of machinery and equipment from Gallium Semiconductor, an affiliate of director Susan Ocampo. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 28, 2024 | Jun. 30, 2023 | Jun. 28, 2024 | Jun. 30, 2023 | |
Pay vs Performance Disclosure | ||||
Net income | $ 19,939 | $ 11,853 | $ 47,445 | $ 67,127 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended | 9 Months Ended |
Jun. 28, 2024 shares | Jun. 28, 2024 shares | |
Trading Arrangements, by Individual | ||
Material Terms of Trading Arrangement | The following table describes actions by our directors and Section 16 officers with respect to plans intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) during the three months ended June 28, 2024. None of our directors or Section 16 officers terminated a Rule 10b5-1 trading arrangement or took actions with respect to a “non-Rule 10b5-1 trading arrangement,” as such term is defined in Item 408(c) of Regulation S-K, during the three months ended June 28, 2024. Name and Title Action Date Expiration of Plan (1) Potential Number of Shares to be Sold (2) Stephen Daly President and Chief Executive Officer Adoption May 31, 2024 May 31, 2025 Sale of up to 100,000 shares Robert Dennehy Senior Vice President, Operations Adoption May 22, 2024 December 31, 2025 Sale of up to 24,411 shares Ambra Roth Senior Vice President, General Counsel and Secretary Adoption May 31, 2024 August 31, 2025 Sale of up to 18,738 shares (1) Date of plan termination or such earlier date upon which all transactions are completed or expire without execution. (2) Represents the gross number of shares subject to the Rule 10b5-1 plan, excluding the potential effect of shares withheld for taxes. Amounts may include shares to be earned as PRSUs and are presented at their target amounts. The actual number of PRSUs earned following the end of the applicable performance period, if any, will depend on the relative attainment of the applicable performance metrics. | |
Non-Rule 10b5-1 Arrangement Adopted | false | |
Rule 10b5-1 Arrangement Terminated | false | |
Non-Rule 10b5-1 Arrangement Terminated | false | |
Stephen Daly [Member] | ||
Trading Arrangements, by Individual | ||
Name | Stephen Daly | |
Title | President and Chief Executive Officer | |
Rule 10b5-1 Arrangement Adopted | true | |
Adoption Date | May 31, 2024 | |
Rule 10b5-1 Arrangement Terminated | true | |
Termination Date | May 31, 2025 | |
Arrangement Duration | 365 days | |
Aggregate Available | 100,000 | 100,000 |
Robert Dennehy [Member] | ||
Trading Arrangements, by Individual | ||
Name | Robert Dennehy | |
Title | Senior Vice President, Operations | |
Rule 10b5-1 Arrangement Adopted | true | |
Adoption Date | May 22, 2024 | |
Rule 10b5-1 Arrangement Terminated | true | |
Termination Date | December 31, 2025 | |
Arrangement Duration | 588 days | |
Aggregate Available | 24,411 | 24,411 |
Ambra Roth [Member] | ||
Trading Arrangements, by Individual | ||
Name | Ambra Roth | |
Title | Senior Vice President, General Counsel and Secretary | |
Rule 10b5-1 Arrangement Adopted | true | |
Adoption Date | May 31, 2024 | |
Rule 10b5-1 Arrangement Terminated | true | |
Termination Date | August 31, 2025 | |
Arrangement Duration | 457 days | |
Aggregate Available | 18,738 | 18,738 |
BASIS OF PRESENTATION AND SUM_2
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Jun. 28, 2024 | |
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, Interest income has 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 2024 and 2023 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; business combinations; goodwill and intangible asset valuation; share-based compensation valuations and income taxes. |
Recent Accounting Pronouncements and Pronouncements for Adoption in Subsequent Periods | Recent Accounting Pronouncements —Our Recent Accounting Pronouncements are described in our 2023 Annual Report on Form 10-K. In June 2022, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2022-03, Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions , which amends Account Standards Codification Topic 820, Fair Value Measurement (“ASU 2022-03”). ASU 2022-03 clarifies guidance for fair value measurement of an equity security subject to a contractual sale restriction and establishes new disclosure requirements for such equity securities. We elected to early adopt ASU 2022-03 on September 30, 2023, and applied the amendment in measuring consideration transferred in the RF Business Acquisition (as defined in Note 3 - Acquisitions) . As a result, we have not applied a discount for lack of marketability related to the RF Business Acquisition stockholder restrictions set forth in the asset purchase agreement (discussed in Note 3 - Acquisitions) . However, the fair value of the shares was discounted for lack of marketability as the shares that were transferred were unregistered and legally restricted from being sold. See Note 3 - Acquisitions for additional information. Pronouncements for Adoption in Subsequent Periods In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280) Improvements to Reportable Segment Disclosures , which improves disclosures about a public entity’s reportable segments and addresses requests from investors and other allocators of capital for additional, more detailed information about a reportable segment’s expenses. The amendments in this update improve financial reporting by requiring disclosure of incremental segment information on an annual and interim basis for all public entities to enable investors to develop more decision-useful financial analyses. This ASU should be applied on a retrospective basis. The amendments in this update are effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. We are currently evaluating the future effect the adoption of this ASU will have on our consolidated financial statements and related disclosures. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) Improvements to Income Tax Disclosures , which require greater disaggregation of income tax disclosures. The amendments in this update improve the transparency of income tax disclosures by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. Other amendments in this update improve the effectiveness and comparability of disclosures by (1) adding disclosures of pretax income (or loss) and income tax expense (or benefit) and (2) removing disclosures that no longer are considered cost beneficial or relevant. This ASU should be applied on a prospective basis, with retrospective application permitted. The guidance in this update is effective for fiscal years beginning after December 15, 2024. We are currently evaluating the future effect of the adoption of this ASU will have on our consolidated financial statements and related disclosures. |
REVENUE (Tables)
REVENUE (Tables) | 9 Months Ended |
Jun. 28, 2024 | |
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 28, 2024 June 30, 2023 June 28, 2024 June 30, 2023 Revenue by Market: Industrial & Defense $ 90,908 $ 83,549 $ 258,792 $ 237,911 Data Center 49,003 26,640 141,662 106,451 Telecom 50,575 38,333 128,414 153,670 Total $ 190,486 $ 148,522 $ 528,868 $ 498,032 Three Months Ended Nine Months Ended June 28, 2024 June 30, 2023 June 28, 2024 June 30, 2023 Revenue by Geographic Region: United States $ 86,670 $ 73,262 $ 236,476 $ 244,685 China 46,423 24,296 128,961 98,776 Asia Pacific, excluding China (1) 26,121 23,400 66,792 72,942 Other Countries (2) 31,272 27,564 96,639 81,629 Total $ 190,486 $ 148,522 $ 528,868 $ 498,032 (1) Asia Pacific primarily represents Australia, India, Japan, 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. Revenue by geographic region is aggregated by customer billing address. |
Contract with Customer, Asset and Liability | The following table presents the changes in contract liabilities during the nine months ended June 28, 2024 (in thousands, except percentage): June 28, 2024 September 29, 2023 $ Change % Change Contract liabilities $ 5,422 $ 2,762 $ 2,660 96 % |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 9 Months Ended |
Jun. 28, 2024 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Business Acquisitions, by Acquisition | The following table summarizes the preliminary estimate of the purchase price (in thousands, except shares and closing share price amount): At Acquisition Date as Reported Measurement Period Adjustments At Acquisition Date as Reported June 28, 2024 Cash purchase consideration $ 75,000 $ (2,198) $ 72,802 Number of shares of MACOM common stock issued at closing 711,528 Fair value of shares issued $ 81.14 Equity purchase consideration 60,772 (3,039) 57,733 Total purchase consideration $ 135,772 $ (5,237) $ 130,535 The purchase price for the RF Business 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 Measurement Period Adjustments At Acquisition Date as Reported June 28, 2024 Current assets $ 160 $ (121) $ 39 Inventory 23,574 8,402 31,976 Property and equipment 35,415 — 35,415 Intangible assets 60,000 (18,000) 42,000 Prepayment for net assets associated with the RTP Fab Transfer 19,450 (3,200) 16,250 Other non-current assets 6,735 (916) 5,819 Goodwill — 9,107 9,107 Total assets acquired 145,334 (4,728) 140,606 Current liabilities 6,474 409 6,883 Long-term liabilities 3,088 100 3,188 Total liabilities assumed 9,562 509 10,071 Purchase Price $ 135,772 $ (5,237) $ 130,535 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 At Acquisition Date as Reported Measurement Period Adjustments At Acquisition Date as Reported Current assets $ 2,819 $ (100) $ 2,719 Inventory 8,907 1,407 10,314 Property and equipment 5,485 — 5,485 Intangible assets 29,600 — 29,600 Goodwill 12,332 (1,494) 10,838 Total assets acquired 59,143 (187) 58,956 Current liabilities 7,544 — 7,544 Total liabilities assumed 7,544 — 7,544 Purchase Price $ 51,599 $ (187) $ 51,412 |
Investments (Tables)
Investments (Tables) | 9 Months Ended |
Jun. 28, 2024 | |
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 28, 2024 September 29, 2023 Less than one year $ 262,355 $ 265,591 Over one year 141,841 74,983 Total available-for-sale investments $ 404,196 $ 340,574 |
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 28, 2024 Amortized Gross Gross Aggregate Fair Certificates of deposit $ 10,980 $ — $ (1) $ 10,979 Corporate bonds 265,377 29 (1,587) 263,819 Commercial paper 72,951 — (84) 72,867 U.S. Treasuries and agency bonds 56,561 10 (40) 56,531 Total short-term investments $ 405,869 $ 39 $ (1,712) $ 404,196 September 29, 2023 Amortized Gross Gross Aggregate Fair Corporate bonds $ 145,234 $ — $ (2,845) $ 142,389 Commercial paper 176,405 — (129) 176,276 U.S. Treasuries and agency bonds 21,895 18 (4) 21,909 Total short-term investments $ 343,534 $ 18 $ (2,978) $ 340,574 |
FAIR VALUE (Tables)
FAIR VALUE (Tables) | 9 Months Ended |
Jun. 28, 2024 | |
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 28, 2024 Fair Value Active Markets for Identical Assets (Level 1) Observable Inputs (Level 2) Unobservable Inputs (Level 3) Assets U.S. Treasuries and agency bonds $ 56,531 $ 51,536 $ 4,995 $ — Money market funds 54,675 54,675 — — Certificates of deposit 10,979 10,979 — — Corporate bonds 263,819 — 263,819 — Commercial paper 72,867 — 72,867 — Total assets measured at fair value $ 458,871 $ 117,190 $ 341,681 $ — September 29, 2023 Fair Value Active Markets for Identical Assets (Level 1) Observable Inputs (Level 2) Unobservable Inputs (Level 3) Assets Money market funds $ 111,388 $ 111,388 $ — $ — U.S. Treasuries 21,910 21,910 — — Commercial paper 176,276 — 176,276 — Corporate bonds 142,388 — 142,388 — Total assets measured at fair value $ 451,962 $ 133,298 $ 318,664 $ — |
INVENTORIES (Tables)
INVENTORIES (Tables) | 9 Months Ended |
Jun. 28, 2024 | |
Inventory Disclosure [Abstract] | |
Components of Inventories | Inventories consist of the following (in thousands): June 28, September 29, Raw materials $ 117,284 $ 82,589 Work-in-process 15,375 14,280 Finished goods 58,056 39,431 Total inventory, net $ 190,715 $ 136,300 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 9 Months Ended |
Jun. 28, 2024 | |
Property, Plant and Equipment [Abstract] | |
Components of Property, Plant and Equipment | Property and equipment consists of the following (in thousands): June 28, September 29, Construction in process $ 14,640 $ 10,256 Machinery and equipment 280,196 238,037 Leasehold improvements 38,723 35,342 Furniture and fixtures 2,966 2,888 Computer equipment 19,962 18,824 Finance lease assets 64,523 64,126 Total property and equipment 421,010 369,473 Less accumulated depreciation and amortization (242,035) (219,977) Property and equipment, net $ 178,975 $ 149,496 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 9 Months Ended |
Jun. 28, 2024 | |
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 28, June 30, June 28, June 30, Cost of revenue $ 4,344 $ 1,131 $ 10,486 $ 3,028 Research and development 1,340 — 3,426 — Selling, general and administrative 4,337 5,976 13,257 17,644 Total $ 10,021 $ 7,107 $ 27,169 $ 20,672 |
Summary of Activity in Intangible Assets and Goodwill | A summary of the activity in gross intangible assets as of June 28, 2024 and September 29, 2023 is as follows (in thousands): June 28, 2024 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Acquired technology $ 212,448 $ (184,705) $ 27,743 Customer relationships 274,138 (238,884) 35,254 Favorable contract 14,500 (5,334) 9,166 Software licenses 11,950 (3,431) 8,519 Trade name (1) 5,200 (357) 4,843 Balance as of June 28, 2024 (2) $ 518,236 $ (432,711) $ 85,525 September 29, 2023 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Acquired technology $ 191,369 $ (179,558) $ 11,811 Customer relationships 267,621 (225,827) 41,794 Software licenses 8,350 — 8,350 Trade name (1) 5,200 (161) 5,039 Balance as of September 29, 2023 (2) $ 472,540 $ (405,546) $ 66,994 (1) Includes an indefinite-lived trade name of $3.4 million that is not amortized. (2) Foreign intangible asset carrying amounts include foreign currency translation adjustments. |
Summary of Estimated Amortization of Intangible Assets in Future Fiscal Years | As of June 28, 2024, our estimated amortization of our intangible assets in future fiscal years was as follows (in thousands): 2024 Remaining 2025 2026 2027 2028 Thereafter Total Amortization expense $ 9,997 25,663 14,551 11,455 7,983 12,476 $ 82,125 |
Schedule of Goodwill | A summary of the changes in goodwill as of June 28, 2024 is as follows (in thousands): June 28, Balance as of September 29, 2023 $ 323,398 Acquired (1) 7,613 Foreign currency translation adjustment (671) Balance as of June 28, 2024 $ 330,340 (1) The acquired balance consists of an increase of $9.1 million to goodwill related to measurement period adjustments for the RF Business Acquisition and a reduction of $1.5 million to goodwill related to measurement period adjustments for the Linearizer Acquisition. For additional information refer to Note 3 - Acquisitions. |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Jun. 28, 2024 | |
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 28, 2024 and September 29, 2023, (in thousands, except percentages): June 28, 2024 September 29, 2023 Principal Balance Effective Interest Rate Principal Balance Effective Interest Rate 0.25% convertible notes due March 2026 450,000 0.54 % 450,000 0.54 % Unamortized discount on deferred financing costs (2,006) (2,866) Total long-term debt, less current portion $ 447,994 $ 447,134 |
FINANCING OBLIGATION (Tables)
FINANCING OBLIGATION (Tables) | 9 Months Ended |
Jun. 28, 2024 | |
Debt Disclosure [Abstract] | |
Financing Obligation, Liability, Fiscal Year Maturity | As of June 28, 2024, expected future minimum payments for the financing obligation were as follows (in thousands): Fiscal year ending: Amount 2024 $ 242 2025 982 2026 1,007 2027 1,031 2028 1,057 Thereafter 10,857 Total payments $ 15,176 Less: interest 5,805 Present value of liabilities $ 9,371 |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 9 Months Ended |
Jun. 28, 2024 | |
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 28, 2024 June 30, 2023 June 28, 2024 June 30, 2023 Numerator: Net income attributable to common stockholders $ 19,939 $ 11,853 $ 47,445 $ 67,127 Denominator: Weighted average common shares outstanding-basic 72,143 70,937 71,881 70,739 Dilutive effect of stock options, restricted stock awards and restricted stock units 1,008 471 889 656 Dilutive effect of convertible debt (1) 1,066 — 488 — Weighted average common shares outstanding-diluted 74,217 71,408 73,258 71,395 Net income to common stockholders per share-Basic: $ 0.28 $ 0.17 $ 0.66 $ 0.95 Net income to common stockholders per share-Diluted: $ 0.27 $ 0.17 $ 0.65 $ 0.94 |
STOCKHOLDERS_ EQUITY AND SHAR_2
STOCKHOLDERS’ EQUITY AND SHARE-BASED COMPENSATION (Tables) | 9 Months Ended |
Jun. 28, 2024 | |
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 28, June 30, June 28, June 30, Cost of revenue $ 1,522 $ 1,078 $ 4,392 $ 3,239 Research and development 5,446 3,281 13,173 11,255 Selling, general and administrative 6,377 3,903 16,527 14,275 Total share-based compensation expense $ 13,345 $ 8,262 $ 34,092 $ 28,769 |
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 28, 2024 is as follows: Number of shares Weighted- Balance as of September 29, 2023 1,501 $ 60.90 Granted 763 80.14 Performance-based adjustment (1) 62 35.43 Vested and released (547) 49.56 Forfeited, canceled or expired (119) 65.80 Balance as of June 28, 2024 1,660 $ 72.18 (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 28, 2024 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 28, Grant date stock price $ 73.01 Average stock price at the start of the performance period $ 79.43 Risk free interest rate 4.6% Years to maturity 2.9 Expected volatility rate 41.7% Expected dividend yield — |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 9 Months Ended |
Jun. 28, 2024 | |
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 28, June 30, June 28, June 30, Income tax expense $ 4,309 $ 7,768 $ 11,567 $ 29,039 Effective income tax rate 17.8 % 39.6 % 19.6 % 30.2 % |
SUPPLEMENTAL CASH FLOW INFORM_2
SUPPLEMENTAL CASH FLOW INFORMATION (Tables) | 9 Months Ended |
Jun. 28, 2024 | |
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 28, June 30, Cash paid for interest $ 2,715 $ 8,140 Cash paid for income taxes $ 4,385 $ 2,771 Non-cash activities: Operating lease right-of-use assets obtained in exchange for new lease liabilities $ 7,596 $ 4,434 Finance lease assets obtained in exchange for new lease liabilities $ — $ 9,725 Additions to property and equipment, net included in liabilities $ 944 $ 195 Purchase of software licenses included in liabilities $ 2,500 $ — |
GEOGRAPHIC AND SIGNIFICANT CU_2
GEOGRAPHIC AND SIGNIFICANT CUSTOMER INFORMATION (Tables) | 9 Months Ended |
Jun. 28, 2024 | |
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 28, September 29, United States $ 127,335 $ 111,865 France 32,401 31,142 Other Countries (1) 19,239 6,489 Total $ 178,975 $ 149,496 (1) |
Schedule of Revenue by Major Customers by Reporting Segments | The following is a summary of customer concentrations as a percentage of revenue and accounts receivable as of and for the periods presented: Three Months Ended Nine Months Ended Revenue June 28, June 30, June 28, June 30, Customer A 14 % — 12 % — |
REVENUE (Details)
REVENUE (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Jun. 28, 2024 | Jun. 30, 2023 | Jun. 28, 2024 | Jun. 30, 2023 | Sep. 29, 2023 | |
Disaggregation of Revenue [Line Items] | |||||
Revenue | $ 190,486 | $ 148,522 | $ 528,868 | $ 498,032 | |
Contract liabilities | 5,422 | 5,422 | $ 2,762 | ||
Increase (decrease) in contract with customer liability | 2,660 | ||||
Amounts included in contract liabilities at the beginning of the period | 100 | $ 2,500 | |||
Net change in contract liabilities (percentage) | 96% | ||||
Industrial & Defense | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | 49,003 | 26,640 | |||
Data Center | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | 50,575 | 38,333 | |||
Telecom | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | 90,908 | 83,549 | |||
United States | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | 86,670 | 73,262 | $ 236,476 | 244,685 | |
China | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | 46,423 | 24,296 | 128,961 | 98,776 | |
Asia Pacific, excluding China | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | 26,121 | 23,400 | 66,792 | 72,942 | |
Other Countries | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | $ 31,272 | $ 27,564 | 96,639 | 81,629 | |
Industrial & Defense | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | 141,662 | 106,451 | |||
Data Center | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | 128,414 | 153,670 | |||
Telecom | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | $ 258,792 | $ 237,911 |
ACQUISITIONS - Narrative (Detai
ACQUISITIONS - Narrative (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | |||||||||
Jun. 28, 2024 USD ($) | Dec. 29, 2023 USD ($) | Dec. 02, 2023 USD ($) $ / shares shares | May 31, 2023 USD ($) | Mar. 03, 2023 USD ($) | Jun. 28, 2024 USD ($) | Jun. 30, 2023 USD ($) | Jun. 28, 2024 USD ($) | Mar. 29, 2024 USD ($) | Jun. 28, 2024 USD ($) | Jun. 30, 2023 USD ($) | Sep. 29, 2023 USD ($) | |
Business Acquisition [Line Items] | ||||||||||||
Financing lease assets obtained in exchange for new lease liabilities | $ 0 | $ 9,725 | ||||||||||
Intangible Asset and Inventory Step Up Amortization | $ 100 | |||||||||||
RF Business of Wolfspeed, Inc | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Cash purchase consideration | $ 72,802 | $ 75,000 | $ 75,000 | |||||||||
Acquisition, number of shares issued (in shares) | shares | 711,528 | |||||||||||
Equity purchase consideration | 57,733 | 60,772 | $ 57,700 | |||||||||
Percent of share consideration forfeited (as a percent) | 0.25 | |||||||||||
Transaction costs | 7,400 | 2,000 | ||||||||||
Share price of common stock (in dollars per share) | $ / shares | $ 81.14 | |||||||||||
Cash consideration | 130,535 | 135,772 | ||||||||||
Intangible assets | 42,000 | 60,000 | 42,000 | $ 42,000 | 42,000 | |||||||
Prepayment for net assets associated with the RTP Fab Transfer | 16,250 | $ 19,450 | 16,250 | 16,250 | 16,250 | |||||||
Upfront payment for net assets assumed, fair value | 10,400 | 10,400 | 10,400 | 10,400 | ||||||||
Acquisition revenue recognized | 47,100 | 89,000 | ||||||||||
Pro forma revenue | 190,486 | $ 181,703 | 555,705 | 609,763 | ||||||||
Pro forma net loss | (21,517) | 24,351 | (24,728) | 50,334 | ||||||||
Measurement adjustments, Equity purchase consideration | (3,039) | |||||||||||
Measurement adjustment, Intangibles | 18,000 | $ 18,000 | ||||||||||
Measurement adjustment, inventory | 8,402 | 8,400 | ||||||||||
RF Business of Wolfspeed, Inc | Acquisition-related Costs | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Transaction costs | 15,800 | 42,000 | ||||||||||
RF Business of Wolfspeed, Inc | Technology | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Intangible assets | $ 21,000 | $ 21,000 | $ 21,000 | $ 21,000 | ||||||||
Useful life of intangible assets (in years) | 4 years 9 months 18 days | 4 years 9 months 18 days | 4 years 9 months 18 days | 4 years 9 months 18 days | ||||||||
RF Business of Wolfspeed, Inc | Customer relationships | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Intangible assets | $ 6,500 | $ 6,500 | $ 6,500 | $ 6,500 | ||||||||
Useful life of intangible assets (in years) | 8 years 9 months 18 days | 8 years 9 months 18 days | 8 years 9 months 18 days | 8 years 9 months 18 days | ||||||||
RF Business of Wolfspeed, Inc | Favorable Contracts | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Intangible assets | $ 14,500 | $ 14,500 | $ 14,500 | $ 14,500 | ||||||||
Useful life of intangible assets (in years) | 2 years | 2 years | 2 years | 2 years | ||||||||
OMMIC SAS | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Transaction costs | $ 1,000 | $ 300 | 2,600 | |||||||||
Cash consideration | $ 36,900 | |||||||||||
Intangible assets | $ 5,966 | $ 5,966 | $ 5,966 | 5,966 | ||||||||
Financing lease assets obtained in exchange for new lease liabilities | 24,700 | |||||||||||
OMMIC SAS | Technology | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Intangible assets | 4,900 | 4,900 | 4,900 | 4,900 | ||||||||
OMMIC SAS | Customer relationships | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Intangible assets | $ 1,100 | $ 1,100 | $ 1,100 | $ 1,100 | ||||||||
Useful life of intangible assets (in years) | 8 years 3 months 18 days | 8 years 3 months 18 days | 8 years 3 months 18 days | 8 years 3 months 18 days | ||||||||
Linearizer Technology, Inc. | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Transaction costs | $ 200 | $ 2,100 | ||||||||||
Cash consideration | $ 51,400 | |||||||||||
Intangible assets | $ 29,600 | 29,600 | $ 29,600 | $ 29,600 | $ 29,600 | |||||||
Measurement adjustment, inventory | $ 1,407 | |||||||||||
Linearizer Technology, Inc. | Technology | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Intangible assets | $ 7,100 | $ 7,100 | $ 7,100 | $ 7,100 | ||||||||
Useful life of intangible assets (in years) | 7 years 7 months 6 days | 7 years 7 months 6 days | 7 years 7 months 6 days | 7 years 7 months 6 days | ||||||||
Linearizer Technology, Inc. | Customer relationships | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Intangible assets | $ 20,700 | $ 20,700 | $ 20,700 | $ 20,700 | ||||||||
Useful life of intangible assets (in years) | 8 years 7 months 6 days | 8 years 7 months 6 days | 8 years 7 months 6 days | 8 years 7 months 6 days | ||||||||
Linearizer Technology, Inc. | Trade Names | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Intangible assets | $ 1,800 | $ 1,800 | $ 1,800 | $ 1,800 | ||||||||
Useful life of intangible assets (in years) | 7 years 7 months 6 days | 7 years 7 months 6 days | 7 years 7 months 6 days | 7 years 7 months 6 days |
ACQUISITIONS - RF Business of W
ACQUISITIONS - RF Business of Wolfspeed, Inc. - Purchase Price Adjustments (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 9 Months Ended | |||
Jun. 28, 2024 | Dec. 29, 2023 | Dec. 02, 2023 | Jun. 28, 2024 | Jun. 28, 2024 | |
Business Acquisition [Line Items] | |||||
Measurement adjustments, cash purchase consideration | $ (2,198) | ||||
RF Business of Wolfspeed, Inc | |||||
Business Acquisition [Line Items] | |||||
Acquisition, number of shares issued (in shares) | 711,528 | ||||
Share price of common stock (in dollars per share) | $ 81.14 | ||||
Cash purchase consideration | $ 72,802 | $ 75,000 | $ 75,000 | ||
Equity purchase consideration | 57,733 | 60,772 | $ 57,700 | ||
Total purchase consideration | $ 130,535 | $ 135,772 | |||
Measurement adjustments, Equity purchase consideration | (3,039) | ||||
Measurement adjustments, total purchase consideration | $ (5,237) | $ (5,237) |
ACQUISITIONS - Summary of Purch
ACQUISITIONS - Summary of Purchase Price For Acquisition, Allocations (Details) - USD ($) $ in Thousands | 6 Months Ended | 9 Months Ended | |||
Jun. 28, 2024 | Mar. 29, 2024 | Jun. 28, 2024 | Dec. 29, 2023 | Sep. 29, 2023 | |
Business Acquisition [Line Items] | |||||
Goodwill | $ 330,340 | $ 330,340 | $ 323,398 | ||
Measurement adjustment, goodwill | 7,613 | ||||
RF Business of Wolfspeed, Inc | |||||
Business Acquisition [Line Items] | |||||
Current assets | 39 | 39 | $ 160 | ||
Inventory | 31,976 | 31,976 | 23,574 | ||
Property and equipment | 35,415 | 35,415 | 35,415 | ||
Intangible assets | 42,000 | 42,000 | 60,000 | ||
Prepayment for net assets associated with the RTP Fab Transfer | 16,250 | 16,250 | 19,450 | ||
Other non-current assets | 5,819 | 5,819 | 6,735 | ||
Goodwill | 9,107 | 9,107 | 0 | ||
Total assets acquired | 140,606 | 140,606 | 145,334 | ||
Current liabilities | 6,883 | 6,883 | 6,474 | ||
Long-term liabilities | 3,188 | 3,188 | 3,088 | ||
Total liabilities assumed | 10,071 | 10,071 | 9,562 | ||
Purchase Price | 130,535 | 130,535 | $ 135,772 | ||
Measurement adjustment, Current Assets | (121) | ||||
Measurement adjustment, inventory | 8,402 | $ 8,400 | |||
Measurement adjustment, Intangibles | (18,000) | (18,000) | |||
Measurement adjustment, Prepayment | (3,200) | ||||
Measurement adjustment, Other Noncurrent Assets | (916) | ||||
Measurement adjustment, goodwill | 9,107 | ||||
Measurement adjustment, Assets | (4,728) | ||||
Measurement adjustment, Current Liabilities | 409 | ||||
Measurement adjustment, Long-Term Liabilities | 100 | ||||
Measurement adjustment, Liabilities | 509 | ||||
Measurement adjustments, total purchase consideration | (5,237) | (5,237) | |||
OMMIC SAS | |||||
Business Acquisition [Line Items] | |||||
Current assets | 297 | 297 | |||
Inventory | 3,790 | 3,790 | |||
Property and equipment | 30,538 | 30,538 | |||
Intangible assets | 5,966 | 5,966 | |||
Total assets acquired | 40,591 | 40,591 | |||
Current liabilities | 3,734 | 3,734 | |||
Total liabilities assumed | 3,734 | 3,734 | |||
Purchase Price | 36,857 | 36,857 | |||
Linearizer Technology, Inc. | |||||
Business Acquisition [Line Items] | |||||
Current assets | 2,719 | 2,719 | 2,819 | ||
Inventory | 10,314 | 10,314 | 8,907 | ||
Property and equipment | 5,485 | 5,485 | 5,485 | ||
Intangible assets | 29,600 | 29,600 | 29,600 | ||
Goodwill | 10,838 | 10,838 | 12,332 | ||
Total assets acquired | 58,956 | 58,956 | 59,143 | ||
Current liabilities | 7,544 | 7,544 | 7,544 | ||
Total liabilities assumed | 7,544 | 7,544 | 7,544 | ||
Purchase Price | $ 51,412 | $ 51,412 | $ 51,599 | ||
Measurement adjustment, Current Assets | (100) | ||||
Measurement adjustment, inventory | 1,407 | ||||
Measurement adjustment, goodwill | (1,494) | ||||
Measurement adjustment, Assets | (187) | ||||
Measurement adjustments, total purchase consideration | $ (187) |
ACQUISITIONS - Revenue from Acq
ACQUISITIONS - Revenue from Acquisition, Accounted for Pro Forma (Details) - RF Business of Wolfspeed, Inc - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 28, 2024 | Jun. 30, 2023 | Jun. 28, 2024 | Jun. 30, 2023 | |
Asset Acquisition [Line Items] | ||||
Pro forma revenue | $ 190,486 | $ 181,703 | $ 555,705 | $ 609,763 |
Pro forma net loss | $ 21,517 | $ (24,351) | $ 24,728 | $ (50,334) |
INVESTMENTS - Summary of Availa
INVESTMENTS - Summary of Available for Sale Investments (Details) - USD ($) $ in Thousands | Jun. 28, 2024 | Sep. 29, 2023 |
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | $ 405,869 | $ 343,534 |
Gross Unrealized Holding Gains | 39 | 18 |
Gross Unrealized Holding Losses | 1,712 | 2,978 |
Aggregate Fair Value | 404,196 | 340,574 |
Certificates of deposit | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 10,980 | |
Gross Unrealized Holding Gains | 0 | |
Gross Unrealized Holding Losses | 1 | |
Aggregate Fair Value | 10,979 | |
Corporate bonds | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 265,377 | 145,234 |
Gross Unrealized Holding Gains | 29 | 0 |
Gross Unrealized Holding Losses | 1,587 | 2,845 |
Aggregate Fair Value | 263,819 | 142,389 |
Commercial paper | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 72,951 | 176,405 |
Gross Unrealized Holding Gains | 0 | 0 |
Gross Unrealized Holding Losses | 84 | 129 |
Aggregate Fair Value | 72,867 | 176,276 |
U.S. Treasuries | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 56,561 | 21,895 |
Gross Unrealized Holding Gains | 10 | 18 |
Gross Unrealized Holding Losses | 40 | 4 |
Aggregate Fair Value | $ 56,531 | $ 21,909 |
INVESTMENTS - Summary of Contra
INVESTMENTS - Summary of Contractual Maturities of Investments (Details) - USD ($) $ in Thousands | Jun. 28, 2024 | Sep. 29, 2023 |
Investments, Debt and Equity Securities [Abstract] | ||
Less than one year | $ 262,355 | $ 265,591 |
Over one year | 141,841 | 74,983 |
Total available-for-sale investments | $ 404,196 | $ 340,574 |
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. 28, 2024 | Sep. 29, 2023 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets measured at fair value | $ 458,871 | $ 451,962 |
U.S. Treasuries | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets measured at fair value | 56,531 | 21,910 |
Certificates of deposit | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets measured at fair value | 10,979 | |
Corporate bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets measured at fair value | 263,819 | 142,388 |
U.S. Treasuries and agency bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets measured at fair value | 54,675 | 111,388 |
Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets measured at fair value | 72,867 | 176,276 |
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 | 117,190 | 133,298 |
Active Markets for Identical Assets (Level 1) | U.S. Treasuries | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets measured at fair value | 51,536 | 21,910 |
Active Markets for Identical Assets (Level 1) | Certificates of deposit | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets measured at fair value | 10,979 | |
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) | U.S. Treasuries and agency bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets measured at fair value | 54,675 | 111,388 |
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 | 341,681 | 318,664 |
Observable Inputs (Level 2) | U.S. Treasuries | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets measured at fair value | 4,995 | 0 |
Observable Inputs (Level 2) | Certificates of deposit | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets measured at fair value | 0 | |
Observable Inputs (Level 2) | Corporate bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets measured at fair value | 263,819 | 142,388 |
Observable Inputs (Level 2) | U.S. Treasuries and agency bonds | ||
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 | 72,867 | 176,276 |
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) | U.S. Treasuries | ||
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) | Certificates of deposit | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets measured at fair value | 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) | U.S. Treasuries and agency 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) | 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. 28, 2024 | Sep. 29, 2023 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 117,284 | $ 82,589 |
Work-in-process | 15,375 | 14,280 |
Finished goods | 58,056 | 39,431 |
Total inventory, net | $ 190,715 | $ 136,300 |
PROPERTY AND EQUIPMENT - Compon
PROPERTY AND EQUIPMENT - Components of Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Jun. 28, 2024 | Sep. 29, 2023 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 421,010 | $ 369,473 |
Less accumulated depreciation and amortization | (242,035) | (219,977) |
Property and equipment, net | 178,975 | 149,496 |
Finance Lease, Right-of-Use Asset, Accumulated Amortization | 9,600 | 7,800 |
Construction in process | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 14,640 | 10,256 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 280,196 | 238,037 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 38,723 | 35,342 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 2,966 | 2,888 |
Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 19,962 | 18,824 |
Assets Held Under Finance Leases [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 64,523 | $ 64,126 |
PROPERTY AND EQUIPMENT - Additi
PROPERTY AND EQUIPMENT - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Jun. 28, 2024 | Jun. 30, 2023 | Jun. 28, 2024 | Jun. 30, 2023 | Sep. 29, 2023 | |
Property, Plant and Equipment [Abstract] | |||||
Grants Receivable | $ 4,400 | $ 4,400 | |||
Depreciation and amortization expense | 7,900 | $ 5,900 | 22,300 | $ 17,700 | |
Accumulated depreciation | $ 242,035 | $ 242,035 | $ 219,977 |
INTANGIBLE ASSETS - Summary of
INTANGIBLE ASSETS - Summary of Amortization Expense of Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 28, 2024 | Jun. 30, 2023 | Jun. 28, 2024 | Jun. 30, 2023 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Total | $ 10,021 | $ 7,107 | $ 27,169 | $ 20,672 |
Net Carrying Amount | 82,125 | 82,125 | ||
Cost of Revenue | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Total | 4,344 | 1,131 | 10,486 | 3,028 |
Research and Development | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Total | 1,340 | 0 | 3,426 | 0 |
Selling, General and Administrative | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Total | $ 4,337 | $ 5,976 | $ 13,257 | $ 17,644 |
INTANGIBLE ASSETS - Summary o_2
INTANGIBLE ASSETS - Summary of Intangible Assets (Details) - USD ($) $ in Thousands | Jun. 28, 2024 | Sep. 29, 2023 |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | $ 518,236 | $ 472,540 |
Intangible assets, net | 85,525 | 66,994 |
Intangible assets | 518,236 | 472,540 |
Accumulated Amortization | (432,711) | (405,546) |
Intangible assets, total | 85,525 | 66,994 |
Trade Names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | 5,200 | 5,200 |
Intangible assets, net | 4,843 | 5,039 |
Intangible assets | 5,200 | 5,200 |
Accumulated Amortization | (357) | (161) |
Intangible assets, total | 4,843 | 5,039 |
Acquired technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets | 212,448 | 191,369 |
Accumulated Amortization | (184,705) | (179,558) |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets | 274,138 | 267,621 |
Accumulated Amortization | $ (238,884) | $ (225,827) |
INTANGIBLE ASSETS - Summary o_3
INTANGIBLE ASSETS - Summary of Activity in Intangible Assets and Goodwill (Details) - USD ($) $ in Thousands | Jun. 28, 2024 | Sep. 29, 2023 |
Indefinite-lived Intangible Assets [Line Items] | ||
Accumulated Amortization | $ (432,711) | $ (405,546) |
Total | 82,125 | |
Intangible assets | 518,236 | 472,540 |
Intangible assets, total | 85,525 | 66,994 |
Trade Names | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Accumulated Amortization | (357) | (161) |
Intangible assets | 5,200 | 5,200 |
Intangible assets, total | 4,843 | 5,039 |
Indefinite lived intangible assets | 3,400 | 3,400 |
Acquired technology | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 212,448 | 191,369 |
Accumulated Amortization | (184,705) | (179,558) |
Total | 27,743 | 11,811 |
Customer relationships | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 274,138 | 267,621 |
Accumulated Amortization | (238,884) | (225,827) |
Total | 35,254 | 41,794 |
Favorable Contracts | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 14,500 | |
Accumulated Amortization | (5,334) | |
Total | 9,166 | |
Internal Use Software | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 11,950 | 8,350 |
Accumulated Amortization | (3,431) | 0 |
Total | $ 8,519 | $ 8,350 |
INTANGIBLE ASSETS - Summary o_4
INTANGIBLE ASSETS - Summary of Estimated Amortization of Intangible Assets (Details) $ in Thousands | Jun. 28, 2024 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2024 Remaining | $ 9,997 |
2022 | 25,663 |
2023 | 14,551 |
2024 | 11,455 |
2025 | 7,983 |
Thereafter | 12,476 |
Total | $ 82,125 |
INTANGIBLE ASSETS - Goodwill (D
INTANGIBLE ASSETS - Goodwill (Details) $ in Thousands | 9 Months Ended |
Jun. 28, 2024 USD ($) | |
Goodwill [Roll Forward] | |
Balance at beginning of period | $ 323,398 |
Measurement adjustment, goodwill reduction | (7,613) |
Foreign currency translation adjustment | (671) |
Balance at end of period | 330,340 |
RF Business Acquisition | |
Business Acquisition [Line Items] | |
Goodwill, Period Increase (Decrease) | 9,100 |
Linearizer Acquisition | |
Business Acquisition [Line Items] | |
Goodwill, Period Increase (Decrease) | $ (1,500) |
INTANGIBLE ASSETS - Additional
INTANGIBLE ASSETS - Additional Information (Details) - USD ($) $ in Thousands | Jun. 28, 2024 | Sep. 29, 2023 |
Finite-Lived Intangible Assets [Line Items] | ||
Accumulated Amortization | $ 432,711 | $ 405,546 |
Acquired technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Accumulated Amortization | 184,705 | 179,558 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Accumulated Amortization | $ 238,884 | $ 225,827 |
Debt - Schedule of Remaining Ou
Debt - Schedule of Remaining Outstanding Balances on Term Loans (Details) - USD ($) $ in Thousands | Jun. 28, 2024 | Sep. 29, 2023 | Aug. 02, 2023 |
Principal Balance | |||
Long-term debt | $ 447,994 | $ 447,134 | |
Long-term Debt | |||
Principal Balance | |||
Long-term debt | $ 120,800 | ||
Unamortized discount on deferred financing costs | (2,006) | (2,866) | |
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 | ||||||
Mar. 25, 2021 USD ($) renewal_option d $ / shares | Jun. 28, 2024 USD ($) | Jun. 30, 2023 USD ($) | Jun. 28, 2024 USD ($) | Jun. 30, 2023 USD ($) | Sep. 29, 2023 USD ($) | Aug. 02, 2023 USD ($) | Apr. 06, 2021 USD ($) | |
Debt Instrument [Line Items] | ||||||||
Interest payable, current | $ 100 | |||||||
Long-term Debt | ||||||||
Debt Instrument [Line Items] | ||||||||
Long-term debt, remaining balance | $ 120,800 | |||||||
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% | |||||||
Interest expense debt | 300 | 800 | ||||||
Future minimum principal payments | 0 | 0 | ||||||
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 | $ 636,100 | $ 636,100 | $ 512,500 | |||||
Term Loans | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest expense debt | $ 2,200 | $ 6,100 |
FINANCING OBLIGATION (Details)
FINANCING OBLIGATION (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Jun. 28, 2024 | Sep. 29, 2023 | |
Long-term Purchase Commitment [Line Items] | ||
Property and equipment, net capitalized | $ 8,400 | $ 8,900 |
Financing obligation for property, plant and equipment | 9,400 | 9,600 |
Future fixed payment | $ 16,800 | |
Power generator life term | 15 years | |
Implied discount rate | 7.40% | |
Purchase commitment period | 14 years | |
Total payments | $ 15,176 | 15,900 |
Purchase Commitment | ||
Long-term Purchase Commitment [Line Items] | ||
Contractual Obligation | $ 24,400 | $ 25,500 |
FINANCING OBLIGATION - Summary
FINANCING OBLIGATION - Summary of Expected Future Minimum Payments (Details) - USD ($) $ in Thousands | Jun. 28, 2024 | Sep. 29, 2023 |
Debt Disclosure [Abstract] | ||
2024 | $ 242 | |
2025 | 982 | |
2026 | 1,007 | |
2027 | 1,031 | |
2028 | 1,057 | |
Thereafter | 10,857 | |
Total payments | 15,176 | $ 15,900 |
Less: interest | 5,805 | |
Present value of liabilities | $ 9,371 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) | Jun. 28, 2024 $ / 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 PER SHARE (Details)
EARNINGS PER SHARE (Details) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 28, 2024 | Jun. 30, 2023 | Jun. 28, 2024 | Jun. 30, 2023 | |
Numerator: | ||||
Net income | $ 19,939 | $ 11,853 | $ 47,445 | $ 67,127 |
Net income attributable to common stockholders | $ 19,939 | $ 11,853 | $ 47,445 | $ 67,127 |
Denominator: | ||||
Weighted average common shares outstanding-basic | 72,143 | 70,937 | 71,881 | 70,739 |
Dilutive effect of options and warrants (in shares) | 1,008 | 471 | 889 | 656 |
Dilutive effect, potential common shares (in shares) | 1,066 | 0 | 488 | 0 |
Weighted average common shares outstanding-diluted | 74,217 | 71,408 | 73,258 | 71,395 |
STOCKHOLDERS_ EQUITY AND SHAR_3
STOCKHOLDERS’ EQUITY AND SHARE-BASED COMPENSATION - Additional Information (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Jun. 28, 2024 USD ($) $ / shares shares | Jun. 30, 2023 USD ($) | Jun. 28, 2024 USD ($) $ / shares shares | Jun. 30, 2023 USD ($) | Sep. 29, 2023 USD ($) shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based compensation | $ 34,092 | $ 28,769 | |||
Compensation cost not yet recognized | $ 74,100 | $ 74,100 | |||
Unrecognized compensation cost period for recognition | 2 years | ||||
Share-based compensation expense | 13,345 | $ 8,262 | $ 34,092 | 28,769 | |
Intrinsic value of options exercised | 300 | ||||
Years to maturity | 3 years | ||||
Aggregate intrinsic value stock options outstanding | $ 1,000 | $ 1,000 | |||
Number of stock options outstanding (in shares) | shares | 10,000 | 10,000 | 15,000 | ||
Weighted average exercise price per share (in dollars per share) | $ / shares | $ 16.06 | $ 16.06 | |||
Weighted average remaining contractual term options outstanding | 1 year 4 months 9 days | ||||
Incentive Stock Units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Fair value of outstanding awards | $ 7,000 | $ 7,000 | $ 5,000 | ||
Employee-related Liabilities | 4,000 | 4,000 | $ 3,300 | ||
Share-based compensation | $ 1,200 | $ 300 | $ 2,600 | 2,200 | |
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) | shares | 547,000 | ||||
Vested in period fair value | $ 41,800 | $ 85,100 | |||
Granted (in shares) | shares | 763,000 | ||||
Granted (in usd per share) | $ / shares | $ 80.14 | ||||
Shares forfeited (in shares) | shares | 119,000 | ||||
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) | shares | 132,247 | ||||
Granted (in usd per share) | $ / shares | $ 88.88 | ||||
Minimum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Term of options granted | 4 years | ||||
Percentage of number of shares earned by recipients (as a percent) | 0 | 0 | |||
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 | ||||
Percentage of number of shares earned by recipients (as a percent) | 2 | 2 | |||
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) | shares | 3,900,000 | 3,900,000 | |||
Employee Stock Purchase Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Available for grant (in shares) | shares | 1,100,000 | 1,100,000 | |||
Unrecognized compensation cost | $ 1,200 | $ 1,200 |
STOCKHOLDERS_ EQUITY AND SHAR_4
STOCKHOLDERS’ EQUITY AND 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. 28, 2024 | Jun. 30, 2023 | Jun. 28, 2024 | Jun. 30, 2023 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total share-based compensation expense | $ 13,345 | $ 8,262 | $ 34,092 | $ 28,769 |
Cost of Revenue | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total share-based compensation expense | 1,522 | 1,078 | 4,392 | 3,239 |
Research and Development | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total share-based compensation expense | 5,446 | 3,281 | 13,173 | 11,255 |
Selling, General and Administrative | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total share-based compensation expense | $ 6,377 | $ 3,903 | $ 16,527 | $ 14,275 |
STOCKHOLDERS_ EQUITY AND SHAR_5
STOCKHOLDERS’ EQUITY AND 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. 28, 2024 $ / shares shares | |
Number of shares (in thousands) | |
Balance at beginning of period (in shares) | shares | 1,501 |
Granted (in shares) | shares | 763 |
Vested and released (in shares) | shares | (547) |
Performance-based adjustment (in shares) | shares | 62 |
Forfeited, canceled or expired (in shares) | shares | (119) |
Balance at end of period (in shares) | shares | 1,660 |
Weighted- Average Grant Date Fair Value | |
Balance at beginning of period (in usd per share) | $ / shares | $ 60.90 |
Granted (in usd per share) | $ / shares | 80.14 |
Vested and released (in usd per share) | $ / shares | 49.56 |
Performance-based adjustment (in usd per share) | $ / shares | 35.43 |
Forfeited, canceled or expired (in usd per share) | $ / shares | 65.80 |
Balance at end of period (in usd per share) | $ / shares | $ 72.18 |
STOCKHOLDERS_ EQUITY AND SHAR_6
STOCKHOLDERS’ EQUITY AND SHARE-BASED COMPENSATION - Fair Value of Market-Based PRSUs (Details) | 9 Months Ended |
Jun. 28, 2024 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 | $ 73.01 |
Average stock price at the start of the performance period | $ 79.43 |
Risk free interest rate | 4.60% |
Years to maturity | 2 years 10 months 24 days |
Expected volatility rate | 41.70% |
Expected dividend yield | 0% |
STOCKHOLDERS_ EQUITY AND SHAR_7
STOCKHOLDERS’ EQUITY AND SHARE-BASED COMPENSATION - Summary of Stock Option Activity (Details) $ / shares in Units, $ in Thousands | 9 Months Ended |
Jun. 28, 2024 USD ($) $ / shares shares | |
Number of Shares | |
Beginning Blance Stock options outstanding (in shares) | 15,000 |
Ending Balance Stock options outstanding (in shares) | 10,000 |
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 | 1 year 4 months 9 days |
Aggregate intrinsic value stock options outstanding | $ | $ 1,000 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Jun. 28, 2024 | Jun. 30, 2023 | Jun. 28, 2024 | Jun. 30, 2023 | Sep. 29, 2023 | |
Income Tax Disclosure [Abstract] | |||||
Income tax expense | $ 4,309,000 | $ 7,768,000 | $ 11,567,000 | $ 29,039,000 | |
Effective income tax rate | 17.80% | 39.60% | 19.60% | 30.20% | |
Effective tax rate | 21% | ||||
Foreign withholding tax expense | $ 1,000,000 | ||||
Unrecognized tax benefit | $ 0 | $ 0 | $ 0 |
SUPPLEMENTAL CASH FLOW INFORM_3
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. 28, 2024 | Jun. 30, 2023 | |
Supplemental Cash Flow Elements [Abstract] | ||
Cash paid for interest | $ 2,715 | $ 8,140 |
Cash paid for income taxes | 4,385 | 2,771 |
Operating lease right-of-use assets obtained in exchange for new lease liabilities | 7,596 | 4,434 |
Financing lease assets obtained in exchange for new lease liabilities | 0 | 9,725 |
Additions to property and equipment, net included in liabilities | 944 | 195 |
Purchase of software licenses included in liabilities | $ 2,500 | $ 0 |
SUPPLEMENTAL CASH FLOW INFORM_4
SUPPLEMENTAL CASH FLOW INFORMATION - Additional Information (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Jun. 28, 2024 | Jun. 30, 2023 | |
Business Acquisition [Line Items] | ||
Operating lease right-of-use assets obtained in exchange for new lease liabilities | $ 7,596 | $ 4,434 |
RF Business of Wolfspeed, Inc | ||
Business Acquisition [Line Items] | ||
Operating lease right-of-use assets obtained in exchange for new lease liabilities | $ 5,600 |
GEOGRAPHIC AND SIGNIFICANT CU_3
GEOGRAPHIC AND SIGNIFICANT CUSTOMER INFORMATION - Additional Information (Details) - segment | 3 Months Ended | 9 Months Ended | ||
Jun. 28, 2024 | Jun. 30, 2023 | Jun. 28, 2024 | Jun. 30, 2023 | |
Revenue from External Customer [Line Items] | ||||
Number of reportable operating segment | 1 | |||
Top Ten Customers | Revenue | Customer Concentration Risk | ||||
Revenue from External Customer [Line Items] | ||||
Concentration risk, percentage | 56% | 44% | 55% | 47% |
GEOGRAPHIC AND SIGNIFICANT CU_4
GEOGRAPHIC AND SIGNIFICANT CUSTOMER INFORMATION - Summary of Different Geographic Regions (Details) - USD ($) $ in Thousands | Jun. 28, 2024 | Sep. 29, 2023 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-Lived Assets | $ 178,975 | $ 149,496 |
United States | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-Lived Assets | 127,335 | 111,865 |
France | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-Lived Assets | 32,401 | 31,142 |
Other Countries | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-Lived Assets | $ 19,239 | $ 6,489 |
GEOGRAPHIC AND SIGNIFICANT CU_5
GEOGRAPHIC AND SIGNIFICANT CUSTOMER INFORMATION - Summary of Customer Concentrations as Percentage of Revenue and Accounts Receivable (Details) | 3 Months Ended | 9 Months Ended | ||
Jun. 28, 2024 | Jun. 30, 2023 | Jun. 28, 2024 | Jun. 30, 2023 | |
Customer Concentration Risk | Revenue | Customer A | ||||
Revenue from External Customer [Line Items] | ||||
Concentration risk, percentage | 14% | 0% | 12% | 0% |
RELATED-PARTY TRANSACTIONS (Det
RELATED-PARTY TRANSACTIONS (Details) $ in Millions | 9 Months Ended |
Jun. 28, 2024 USD ($) | |
Related Party Transactions [Abstract] | |
Related Party Transaction, Amounts of Transaction | $ 0.3 |