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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q
 
 
(Mark One)
ý
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 29, 2018
or
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from            to            
Commission File Number: 001-35451
 
MACOM Technology Solutions Holdings, Inc.
(Exact name of registrant as specified in its charter) 
 
Delaware
 
27-0306875
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
100 Chelmsford Street
Lowell, MA 01851
(Address of principal executive offices and zip code)
(978) 656-2500
(Registrant’s telephone number, including area code)
 
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer
x

  
Accelerated filer
¨
Non-accelerated filer
¨
(Do not check if a smaller reporting company)
  
Smaller reporting company
¨
 
 
 
 
Emerging growth company
¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.¨  
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x
As of July 27, 2018, there were 65,162,822 shares of the registrant’s common stock outstanding.



MACOM TECHNOLOGY SOLUTIONS HOLDINGS, INC.
FORM 10-Q
TABLE OF CONTENTS
 
 
 
Page No.
Item 1.
 
 
 
 
 
 
 
 
 
 
 
 
Item 2.
Item 3.
Item 4.
Item 1.
Item1A.
Item 2.
Item 6.



PART I—FINANCIAL INFORMATION
ITEM 1.
FINANCIAL STATEMENTS
MACOM TECHNOLOGY SOLUTIONS HOLDINGS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited)
 
June 29,
2018
 
September 29,
2017
ASSETS
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
85,268

 
$
130,104

Short-term investments
97,723

 
84,121

Accounts receivable (less allowances of $7,643 and $9,410, respectively)
101,285

 
136,096

Inventories
122,866

 
136,074

Income tax receivable
19,945

 
18,493

Assets held for sale
4,971

 
35,571

Prepaid and other current assets
22,335

 
22,438

Total current assets
$
454,393

 
$
562,897

Property and equipment, net
139,415

 
131,019

Goodwill
314,401

 
313,765

Intangible assets, net
533,876

 
621,092

Deferred income taxes
1,662

 
948

Other investments
34,259

 
—

Other long-term assets
7,709

 
7,402

TOTAL ASSETS
$
1,485,715

 
$
1,637,123

LIABILITIES AND STOCKHOLDERS' EQUITY
 
 
 
Current liabilities:
 
 
 
Current portion of lease payable
$
499

 
$
815

Current portion of long-term debt
6,885

 
6,885

Accounts payable
29,370

 
47,038

Accrued liabilities
46,446

 
58,243

Liabilities held for sale
—

 
2,144

Deferred revenue
8,279

 
1,994

Total current liabilities
$
91,479


$
117,119

Lease payable, less current portion
26,658

 
17,275

Long-term debt, less current portion
659,146

 
661,471

Warrant liability
15,880

 
40,775

Deferred income taxes
7,791

 
15,172

Other long-term liabilities
5,724

 
7,937

Total liabilities
$
806,678


$
859,749

Stockholders’ equity:
 
 
 
Common stock
65

 
64

Treasury stock, at cost
(330
)
 
(330
)
Accumulated other comprehensive income
3,757

 
2,977

Additional paid-in capital
1,067,028

 
1,041,644

Accumulated deficit
(391,483
)
 
(266,981
)
Total stockholders’ equity
$
679,037


$
777,374

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
$
1,485,715

 
$
1,637,123

See notes to condensed consolidated financial statements.

1


MACOM TECHNOLOGY SOLUTIONS HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(Unaudited)
 
 
Three Months Ended
 
Nine Months Ended
 
June 29,
2018
 
June 30,
2017
 
June 29,
2018
 
June 30,
2017
Revenue
$
137,872

 
$
194,555

 
$
419,210

 
$
532,391

Cost of revenue
89,703

 
101,926

 
244,486

 
292,403

Gross profit
48,169

 
92,629

 
174,724

 
239,988

Operating expenses:
 
 
 
 
 
 
 
Research and development
48,240

 
38,729

 
131,487

 
108,588

Selling, general and administrative
42,471

 
46,666

 
119,393

 
145,488

Impairment charges
—

 
—

 
6,575

 
—

Restructuring charges
102

 
586

 
6,302

 
2,342

Total operating expenses
90,813

 
85,981

 
263,757

 
256,418

(Loss) income from operations
(42,644
)
 
6,648

 
(89,033
)
 
(16,430
)
Other (expense) income
 
 
 
 
 
 
 
Warrant liability (expense) gain
(6,728
)
 
(9,085
)
 
24,895

 
(16,481
)
Interest expense, net
(8,039
)
 
(7,178
)
 
(23,249
)
 
(21,902
)
Other expense
(37,281
)
 
(1,139
)
 
(41,413
)
 
(2,042
)
Total other expense, net
(52,048
)
 
(17,402
)
 
(39,767
)
 
(40,425
)
Loss before income taxes
(94,692
)
 
(10,754
)
 
(128,800
)
 
(56,855
)
Income tax (benefit) expense
(9,482
)
 
3,223

 
(11,153
)
 
93,559

Loss from continuing operations
(85,210
)
 
(13,977
)
 
(117,647
)
 
(150,414
)
Loss from discontinued operations
(220
)
 
(13,700
)
 
(5,837
)
 
(8,358
)
Net loss
$
(85,430
)
 
$
(27,677
)
 
$
(123,484
)
 
$
(158,772
)
 
 
 
 
 
 
 
 
Net loss per share:
 
 
 
 
 
 
 
Basic loss per share:
 
 
 
 
 
 
 
Loss from continuing operations
$
(1.31
)
 
$
(0.22
)
 
$
(1.82
)
 
$
(2.53
)
Loss from discontinued operations
0.00

 
(0.21
)
 
(0.09
)
 
(0.14
)
Loss per share - basic
$
(1.32
)
 
$
(0.43
)
 
$
(1.91
)
 
$
(2.67
)
Diluted loss per share:
 
 
 
 
 
 
 
Loss from continuing operations
$
(1.31
)
 
$
(0.22
)
 
$
(2.19
)
 
$
(2.53
)
Loss from discontinued operations
0.00

 
(0.21
)
 
(0.09
)
 
(0.14
)
Loss per share - diluted
$
(1.32
)
 
$
(0.43
)
 
$
(2.28
)
 
$
(2.67
)
Shares used:
 
 
 
 
 
 
 
Basic
64,920

 
64,019

 
64,598

 
59,524

Diluted
64,920

 
64,019

 
65,198

 
59,524

See notes to condensed consolidated financial statements.


2


MACOM TECHNOLOGY SOLUTIONS HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(In thousands)
(Unaudited)
 
 
Three Months Ended
 
Nine Months Ended
 
June 29,
2018
 
June 30,
2017
 
June 29,
2018
 
June 30,
2017
Net loss
$
(85,430
)
 
$
(27,677
)
 
$
(123,484
)
 
$
(158,772
)
Unrealized gain (loss) on short-term investments, net of tax
59

 
(77
)
 
(455
)
 
(71
)
Foreign currency translation (loss) gain, net of tax
(3,475
)
 
(307
)
 
1,235

 
(6,358
)
Other comprehensive (loss) income, net of tax
(3,416
)
 
(384
)
 
780

 
(6,429
)
Total comprehensive loss
$
(88,846
)
 
$
(28,061
)
 
$
(122,704
)
 
$
(165,201
)
See notes to condensed consolidated financial statements.


3


MACOM TECHNOLOGY SOLUTIONS HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY
(In thousands)
(Unaudited)

 
 
 
 
 
Accumulated
Other
Comprehensive Income
 
Additional
Paid-in
Capital
 
Accumulated
Deficit
 
Total
Stockholders’
Equity
 
Common Stock
 
Treasury Stock
 
Shares
 
Amount
 
Shares
 
Amount
Balance at September 29, 2017
64,279

 
$
64

 
(23
)
 
$
(330
)
 
$
2,977

 
$
1,041,644

 
$
(266,981
)
 
$
777,374

Cumulative effect of ASU 2016-09
—

 
—

 
—

 
—

 
—

 
1,018

 
(1,018
)
 
—

Stock options exercises
22

 
—

 
—

 
—

 
—

 
65

 
—

 
65

Vesting of restricted common stock and units
883

 
1

 
—

 
—

 
—

 
—

 
—

 
1

Issuance of common stock pursuant to employee stock purchase plan
305

 
—

 
—

 
—

 
—

 
6,879

 
—

 
6,879

Shares repurchased for stock withholdings on restricted stock awards
(307
)
 
—

 
—

 
—

 
—

 
(6,673
)
 
—

 
(6,673
)
Share-based compensation
—

 
—

 
—

 
—

 
—

 
24,095

 
—

 
24,095

Other comprehensive income, net of tax
—

 
—

 
—

 
—

 
780

 
—

 
—

 
780

Net loss
—

 
—

 
—

 
—

 
—

 
—

 
(123,484
)
 
(123,484
)
Balance at June 29, 2018
65,182

 
$
65

 
(23
)
 
$
(330
)
 
$
3,757

 
$
1,067,028

 
$
(391,483
)
 
$
679,037

See notes to condensed consolidated financial statements.


4


MACOM TECHNOLOGY SOLUTIONS HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
 
Nine Months Ended
 
June 29, 2018
 
June 30, 2017
CASH FLOWS FROM OPERATING ACTIVITIES:
 
 
 
Net loss
$
(123,484
)
 
$
(158,772
)
Adjustments to reconcile net loss to net cash provided by operating activities (net of acquisitions):
 
 
 
Depreciation and intangibles amortization
83,695

 
65,823

Share-based compensation
24,095

 
27,666

Warrant liability (gain) expense
(24,895
)
 
16,481

Acquired inventory step-up amortization
224

 
43,985

Deferred financing cost amortization
3,572

 
2,545

Acquisition prepaid compensation amortization
—

 
506

Loss on extinguishment of debt
—

 
2,008

Loss (gain) on disposition of business
34,046

 
(23,645
)
Deferred income taxes
(8,502
)
 
87,608

Impairment related charges
9,143

 
—

Loss on minority equity investment
7,241

 
—

Changes in assets held for sale from discontinued operations
(6,266
)
 
6,329

Other adjustments, net
936

 
285

Change in operating assets and liabilities (net of acquisitions):
 
 
 
Accounts receivable
34,769

 
(12,755
)
Inventories
(1,617
)
 
7,997

Prepaid expenses and other assets
(3,682
)
 
1,104

Accounts payable
(11,049
)
 
(4,718
)
Accrued and other liabilities
(1,952
)
 
(17,821
)
Income taxes
(5,058
)
 
4,063

Net cash provided by operating activities
11,216

 
48,689

CASH FLOWS FROM INVESTING ACTIVITIES:
 
 
 
Acquisition of businesses, net
—

 
(231,712
)
Purchases of property and equipment
(39,443
)
 
(24,496
)
Sale of businesses and assets
5,000

 
215

Proceeds from sales and maturities of short-term investments
85,422

 
32,420

Purchases of short-term investments
(99,363
)
 
(90,508
)
Purchases of other investments
(5,000
)
 
—

Proceeds associated with discontinued operations
(263
)
 
23,645

Net cash used in investing activities
(53,647
)
 
(290,436
)
CASH FLOWS FROM FINANCING ACTIVITIES:
 
 
 
Proceeds from notes payable
—

 
96,558

Payments of financing costs
(505
)
 
(9,077
)
Proceeds from stock option exercises and employee stock purchases
6,944

 
8,162

Payments on notes payable
(5,163
)
 
(3,026
)
Payments of capital leases and assumed debt
(571
)
 
(928
)
Repurchase of common stock
(6,673
)
 
(18,092
)
Proceeds from corporate facility financing obligation
4,000

 
4,250

Payments of contingent consideration and other
(478
)
 
(1,296
)
Net cash (used in) provided by financing activities
(2,446
)
 
76,551

Foreign currency effect on cash
41

 
(175
)
NET CHANGE IN CASH AND CASH EQUIVALENTS
(44,836
)
 
(165,371
)
CASH AND CASH EQUIVALENTS — Beginning of period
$
130,104

 
$
332,977

CASH AND CASH EQUIVALENTS — End of period
$
85,268

 
$
167,606

 
 
 
 
Supplemental disclosure of non-cash activities
 
 
 
Issuance of common stock in connection with the AppliedMicro Acquisition (See Note 2 - Acquisitions)
$
—

 
$
465,082

See notes to condensed consolidated financial statements.

5


MACOM TECHNOLOGY SOLUTIONS HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

1.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Unaudited Interim Financial Information—The accompanying unaudited, condensed consolidated financial statements have been prepared according to the rules and regulations of the United States (the “U.S.”) Securities and Exchange Commission (“SEC”) and, in the opinion of management, reflect all adjustments, which include normal recurring adjustments, necessary for a fair statement of the condensed consolidated balance sheets, condensed consolidated statements of operations, condensed consolidated statement of comprehensive loss, condensed consolidated statements of stockholders' equity and condensed consolidated statements of cash flows of MACOM Technology Solutions Holdings, Inc. (“MACOM”, the “Company”, “us”, “we” or “our”) for the periods presented. We prepare our interim financial information using the same accounting principles we use for our annual audited consolidated financial statements. Certain information and note disclosures normally included in the annual audited consolidated financial statements have been condensed or omitted in accordance with prescribed SEC rules. We believe that the disclosures made in our condensed consolidated financial statements and the accompanying notes are adequate to make the information presented not misleading.
The consolidated balance sheet at September 29, 2017 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, 2017 consolidated financial statements, which were included in our Annual Report on Form 10-K for our fiscal year ended September 29, 2017 filed with the SEC on November 15, 2017, our Quarterly Report on Form 10-Q for the fiscal quarter ended December 29, 2017 filed with the SEC on February 7, 2018 and our Quarterly Report on Form 10-Q for the fiscal quarter ended March 30, 2018 filed with the SEC on May 3, 2018. We recommend that the financial statements included in this Quarterly Report on Form 10-Q be read in conjunction with the consolidated financial statements and notes included in our Annual Report on Form 10-K for our fiscal year ended September 29, 2017.
Principles of Consolidation—We have one reportable segment, semiconductors and modules. The accompanying consolidated financial statements include our accounts and the accounts of our majority-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.
We have a 52- or 53-week fiscal year ending on the Friday closest to the last day of September. The fiscal years 2018 and 2017 include 52 weeks. To offset the effect of holidays, for fiscal years in which there are 53 weeks, we typically include the extra week arising in such fiscal years in the first quarter.
Use of Estimates—The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities during the reporting periods, the reported amounts of revenue and expenses during the reporting periods, and the disclosure of contingent assets and liabilities at the date of the financial statements. On an ongoing basis, we base estimates and assumptions on historical experience, currently available information and various other factors that management believes to be reasonable under the circumstances. Actual results may differ materially from these estimates and assumptions.
Recent Accounting Pronouncements—Our Recent Accounting Pronouncements are described in the notes to our September 29, 2017 consolidated financial statements, which were included in our Annual Report on Form 10-K for our fiscal year ended September 29, 2017.
In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update ("ASU") 2014-09, Revenue from Contracts with Customers ("Topic 606"). In March, April, May and December 2016, the FASB issued additional guidance related to Topic 606. The new standard superseded nearly all existing revenue recognition guidance. Under Topic 606, an entity is required to recognize revenue upon transfer of promised goods or services to customers in an amount that reflects the expected consideration to be received in exchange for those goods or services. Topic 606 defines a five-step process in order to achieve this core principle, which may require the use of judgment and estimates, and also requires expanded qualitative and quantitative disclosures relating to the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers, including significant judgments and estimates used. The new standard also defines accounting for certain costs related to origination and fulfillment of contracts with customers, including whether such costs should be capitalized. The new standard permits adoption either by using (i) a full retrospective approach for all periods presented in the period of adoption or (ii) a modified retrospective approach where the new standard is applied in the financial statements starting with the year of adoption. Under both approaches, cumulative impact of the adoption is reflected as an adjustment to retained earnings (accumulated equity (deficit)) as of the earliest date presented in accordance with the new standard. In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers: Deferral of the Effective Date, which delayed the effective date of the new standard from January 1, 2017 to January 1, 2018. We plan to implement the new guidance on September 29, 2018, the beginning of our next fiscal year, using the modified retrospective approach, applied to those contracts that were not completed as of that date. We developed a project plan for the implementation of the guidance, including a review of all revenue streams to

6


identify any differences in the timing, measurement or presentation of revenue recognition and costs to obtain or fulfill the contracts. We have made progress in completing the assessment of the potential impacts of the standard, including any impacts from issued amendments. We do not expect the adoption of Topic 606 to have a material impact on our financial position and results of operations. As we continue our evaluation, we are also assessing any disclosure requirements and preparing to implement changes to accounting policies, business processes and internal controls to support the new standard.
In March 2016, the FASB issued ASU 2016-09, Compensation - Stock Compensation ("ASU 2016-09"), which simplifies several aspects of the accounting for employee share-based payment transactions for both public and nonpublic entities. We adopted this ASU as of September 30, 2017. Prior to ASU 2016-09, the accounting for share-based compensation required forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. ASU 2016-09 allows an entity to make an entity-wide accounting policy election to either estimate the number of awards that are expected to vest or account for forfeitures when they occur. ASU 2016-09 requires an entity that elects to account for forfeitures when they occur to apply the accounting change on a modified retrospective basis as a cumulative-effect adjustment to retained earnings as of the date of adoption. We elected to account for forfeitures when they occur, and recorded a $1.0 million cumulative-effect adjustment to beginning retained earnings as of September 30, 2017. We did not record any adjustments to retained earnings for the tax effect of the adoption of ASU 2016-09 as we are in a full valuation allowance position against our U.S. deferred tax asset. ASU 2016-09 requires all excess tax benefits and tax deficiencies to be recorded in the consolidated income statement on a prospective basis when the awards vest or are settled. Due to our full U.S. valuation allowance, ASU 2016-09 had no impact to our tax expense for the three and nine months ended June 29, 2018.
2. ACQUISITIONS
Acquisition of Applied Micro Circuits Corporation— On January 26, 2017, we completed the acquisition of Applied Micro Circuits Corporation (“AppliedMicro”), a global provider of silicon solutions for next-generation cloud infrastructure and Cloud Data Centers, as well as connectivity products for edge, metro and long-haul communications equipment (the “AppliedMicro Acquisition”). We acquired AppliedMicro in order to expand our business in enterprise and Cloud Data Center applications. In connection with the AppliedMicro Acquisition, we acquired all of the outstanding common stock of AppliedMicro for total consideration of $695.4 million, which included cash paid of $287.1 million, less $56.8 million of cash acquired, and equity issued at a fair value of $465.1 million. In conjunction with the equity issued, we granted vested out-of-money stock options and unvested restricted stock units to replace outstanding vested out-of-money stock options and unvested restricted stock units of AppliedMicro. The total fair value of granted vested out-of-money stock options and unvested restricted stock units was $14.5 million, of which $9.3 million was attributable to pre-combination service and was included in the total consideration transferred. We funded the AppliedMicro Acquisition with cash on-hand and short-term investments. We recorded transaction costs related to the acquisition in selling, general and administrative expense. For the three and nine months ended June 29, 2018, we recorded no transaction costs. For the three and nine months ended June 30, 2017, we recorded transaction costs of $0.1 million and $11.9 million, respectively. The AppliedMicro Acquisition was accounted for as a stock purchase and the operations of AppliedMicro have been included in our consolidated financial statements since the date of acquisition.
We recognized the AppliedMicro assets acquired and liabilities assumed based upon the fair value of such assets and liabilities measured as of the date of acquisition. The aggregate purchase price for AppliedMicro has been allocated to the tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair value at the date of acquisition. The excess of the purchase price over the fair value of the acquired net assets represents cost and revenue synergies specific to the Company, as well as non-capitalizable intangible assets, such as the employee workforce acquired, and has been allocated to goodwill, none of which will be tax deductible.
In connection with the acquisition of AppliedMicro, we entered into a plan to divest a portion of AppliedMicro's business specifically related to its compute business (the "Compute business"). The divestiture of the Compute business was completed on October 27, 2017. See Note 3 - Divested Business and Discontinued Operations for further details of the divestiture.
The following table summarizes the total estimated acquisition consideration (in thousands):
Cash consideration paid to AppliedMicro common stockholders
$
287,060

Common stock issued (9,544,125 shares of our common stock at $47.53 per share)
453,632

Equity consideration for vested "in the money" stock options and unvested restricted stock units
2,143

Fair value of the replacement equity awards attributable to pre-acquisition service
9,307

Total consideration paid, excluding cash acquired
$
752,142


7


We finalized the purchase accounting during the fiscal quarter ended December 29, 2017. The final purchase price allocation is as follows (in thousands):
 
Preliminary Allocation as of
 
Allocation Adjustments
 
Adjusted Allocation
 
September 29, 2017
 
 
December 29, 2017
 
 
 
 
 
 
Current assets
$
70,434

 
$
(553
)
 
$
69,881

Intangible assets
412,848

 
—

 
412,848

Assets held for sale
40,944

 
—

 
40,944

Other assets
9,800

 
—

 
9,800

Total assets acquired
534,026

 
(553
)
 
533,473

Liabilities assumed:
 
 
 
 
 
Liabilities held for sale
4,444

 
—

 
4,444

Other liabilities
17,627

 
651

 
18,278

Total liabilities assumed
22,071

 
651

 
22,722

Net assets acquired
511,955

 
(1,204
)
 
510,751

Consideration:
 
 
 
 
 
Cash paid upon closing
230,298

 
—

 
230,298

Common stock issued
455,775

 
—

 
455,775

Equity instruments issued
9,307

 
—

 
9,307

Total consideration
$
695,380

 
$
—

 
$
695,380

Goodwill
$
183,425

 
$
1,204

 
$
184,629

The components of the acquired intangible assets were as follows (in thousands):
 
Included In Assets Held For Sale
 
Included in Retained Business
 
Useful Lives (Years)
Developed technology
$
9,600

 
$
78,448

 
7 years
Customer relationships
—

 
334,400

 
14 years
Total acquired intangible assets
$
9,600

 
$
412,848

 
 
The overall weighted-average life of the identified intangible assets acquired in the AppliedMicro Acquisition is estimated to be 12.7 years and the assets are being amortized over their estimated useful lives based upon the pattern over which we expect to receive the economic benefit from these assets.
The following is a summary of AppliedMicro revenue and earnings included in our accompanying condensed consolidated statements of operations for the three and nine months ended June 30, 2017 (in thousands):
 
Three Months Ended
 
Nine Months Ended
 
June 30, 2017
 
June 30, 2017
Revenue
$
42,019

 
$
78,464

Loss from continuing operations
(3,744
)
 
(34,049
)
Loss from discontinued operations
(15,574
)
 
(32,004
)

8


The pro forma statement of operations data for the nine months ended June 30, 2017, below, gives effect to the AppliedMicro Acquisition, described above, as if it had occurred at October 2, 2015. These amounts have been calculated after applying our accounting policies and adjusting the results of AppliedMicro to reflect transaction costs, retention compensation expense, the impact of the step-up to the value of acquired inventory, as well as the additional intangible amortization that would have been charged assuming the fair value adjustments had been applied and incurred since October 2, 2015. This pro forma data is presented for informational purposes only and does not purport to be indicative of our future results of operations.
 
Nine Months Ended
 
June 30, 2017
Revenue
$
589,347

Income from continuing operations
(90,809
)
Loss from discontinued operations
(33,015
)
Acquisition of Picometrix LLC— On August 9, 2017, we completed the acquisition of Picometrix LLC ("Picometrix"), a supplier of optical-to-electrical converters for Cloud Data Center infrastructure (the "Picometrix Acquisition"). We acquired Picometrix in order to expand our business in enterprise and Cloud Data Center applications. The purchase consideration was $33.5 million, comprised of an upfront cash payment of $29.5 million, and $4.0 million placed in escrow for potential satisfaction of certain indemnification obligations that may arise from the closing date through December 15, 2018. For the three and nine months ended June 29, 2018, we recorded no transaction costs. The Picometrix Acquisition was accounted for as a business acquisition, and the operations of Picometrix have been included in our consolidated financial statements since the date of acquisition.
We recognized the Picometrix assets acquired and liabilities assumed based upon the fair value of such assets measured as of the date of acquisition. The aggregate purchase price for the Picometrix assets and liabilities has been allocated to the tangible and identifiable intangible assets acquired based on their estimated fair value at the date of acquisition. The excess of the purchase price over the fair value of the acquired assets represents cost and revenue synergies specific to the Company, as well as non-capitalizable intangible assets, such as the employee workforce acquired, and has been allocated to goodwill, all of which will be tax deductible.
We finalized the purchase accounting during the fiscal quarter ended June 29, 2018. The final purchase price allocation is as follows (in thousands):
 
Preliminary Allocation as of
 
Allocation Adjustments
 
Adjusted Allocation
 
September 29, 2017
 
 
June 29, 2018
 
 
 
 
 
 
Current assets
$
7,375

 
$
(1,088
)
 
$
6,287

Intangible assets
19,000

 
—

 
19,000

Other assets
3,301

 
(81
)
 
3,220

Total assets acquired
29,676

 
(1,169
)
 
28,507

 
 
 
 
 
 
Current liabilities
2,169

 
142

 
2,311

Other liabilities
190

 
275

 
465

Total liabilities assumed
2,359

 
417

 
2,776

Net assets acquired
27,317

 
(1,586
)
 
25,731

Consideration:
 
 
 
 
 
Cash paid upon closing, net of cash acquired
33,500

 
—

 
33,500

Goodwill
$
6,183

 
$
1,586

 
$
7,769

The pro forma financial information for fiscal year 2017, including revenue and net income, is immaterial, and has not been separately presented.

9


3. DIVESTED BUSINESS AND DISCONTINUED OPERATIONS
Divested Business
On May 10, 2018, we completed the sale and transfer of certain assets associated with our Japan-based long-range optical subassembly business (the “LR4 business”), pursuant to an Asset Purchase and Intellectual Property License Agreement, dated April 30, 2018 (the “LR4 Agreement”). The LR4 Agreement provided that the buyer would pay us $5.0 million within 30 days following the closing of the transactions contemplated by the LR4 Agreement, provide us with the opportunity to supply components, and would pay us further amounts to be determined for inventory and fixed assets within 60 days of receipt of required government approvals. As of June 29, 2018, we have received $5.0 million of consideration and expect additional consideration before the end of calendar 2018 of $12.3 million of which $7.3 million has been recorded as other current assets and $5.0 million has been recorded as assets held for sale.
As a result of the transaction, during our third fiscal quarter we recorded a loss on disposal of $34.0 million associated with LR4 business as other expense, comprised of expected proceeds of $17.3 million, subject to receipt of required government approvals, less the carrying value of assets sold, primarily including customer relationship intangible assets of $27.7 million, inventory of $13.1 million, fixed assets of $7.6 million and goodwill of $2.6 million. The transaction did not meet the criteria of discontinued operations. We also entered into a Transition Services Agreement (the "LR4 TSA") with the buyer, pursuant to which we agreed to incur up to $2.0 million of operating expenses for certain ongoing administrative services to support the buyer for up to six months after the closing of the transaction. During the three and nine months ended June 29, 2018, we have incurred $0.4 million of expenses associated with the LR4 TSA.
Discontinued Operations
On October 27, 2017, we entered into a purchase agreement to sell the Compute business. In consideration for the transfer and sale of the Compute business, we received an equity interest in the buyer valued at approximately $36.5 million, and representing less than 20.0% of the buyer's total outstanding equity. The operations of the Compute business were accounted for as discontinued operations through the date of divestiture.
We also entered into a transition services agreement (the "Compute TSA"), pursuant to which we agreed to perform certain primarily general and administrative functions on the buyer's behalf during a migration period and for which we are reimbursed for costs incurred. During the three and nine months ended June 29, 2018, we received $1.0 million and $3.5 million, respectively, of reimbursements under the Compute TSA, which were recorded as a reduction of our general and administrative expenses.
In August 2015, we sold our automotive business (the "Automotive business"), as the Automotive business was not consistent with our long-term strategic vision from both a growth and profitability perspective. Additionally, we entered into a Consulting Agreement with the buyer (the "Consulting Agreement"), pursuant to which we were to provide the buyer with certain non-design advisory services for a period of two years following the closing of the transaction for up to $15.0 million. During the three and nine months ended June 30, 2017, we recognized $1.9 million and $5.6 million of income, respectively, from the Consulting Agreement with the buyer. During the fiscal quarter ended March 31, 2017, we also received $18.0 million, the full amount of the indemnification escrow. No income was recognized during the three and nine months ended June 29, 2018.

10


The accompanying consolidated statements of operations include the following operating results related to these discontinued operations (in thousands):
 
 
Three Months Ended
 
Nine Months Ended
 
 
June 29, 2018
 
June 30, 2017
 
June 29, 2018
 
June 30, 2017
Revenue (1)
 
$
—

 
$
35

 
$
—

 
$
294

Cost of revenue (1)
 
—

 
(278
)
 
(596
)
 
1,342

Gross profit
 
—

 
313

 
596

 
(1,048
)
Operating expenses:
 
 
 
 
 
 
 
 
Research and development (1)
 
175

 
10,611

 
4,873

 
18,936

Selling, general and administrative (1)
 
45

 
5,277

 
1,560

 
12,021

Total operating expenses
 
220

 
15,888

 
6,433

 
30,957

Loss from operations
 
(220
)
 
(15,575
)
 
(5,837
)
 
(32,005
)
Other income (2)
 
—

 
1,875

 
—

 
5,625

Gain on sale (2)
 
—

 
—

 
—

 
18,022

Loss before income taxes
 
(220
)
 
(13,700
)
 
(5,837
)
 
(8,358
)
Income tax provision
 
—

 
—

 
—

 
—

Loss from discontinued operations
 
$
(220
)
 
$
(13,700
)
 
$
(5,837
)
 
$
(8,358
)
 
 
 
 
 
 
 
 
 
Cash flow from operating activities
 
(29
)
 
(12,312
)
 
(10,356
)
 
(41,384
)
Cash flow from investing activities
 
—

 
1,875

 
—

 
23,645

(1) Amounts are associated with the Compute business.
(2) Amounts are associated with the Automotive business.
4. INVESTMENTS
Our short-term investments are invested in corporate bonds and commercial paper, and are classified as available-for-sale. The amortized cost, gross unrealized holding gains or losses, and fair value of our investments by major investment type as of June 29, 2018 and September 29, 2017 are summarized in the tables below (in thousands):
 
June 29, 2018
 
Amortized
Cost
 
Gross
Unrealized
Holding Gains
  
Gross
Unrealized
Holding Losses
 
Aggregate Fair
Value
Corporate bonds
$
28,726

  
$
—

 
$
(602
)
 
$
28,124

Commercial paper
69,641

 
—

 
(42
)
 
69,599

Total short-term investments
$
98,367

  
$
—

 
$
(644
)
 
$
97,723

 
September 29, 2017
 
Amortized
Cost
 
Gross
Unrealized
Holding Gains
 
Gross
Unrealized
Holding Losses
 
Aggregate Fair
Value
Corporate bonds
$
26,366

  
$
10

 
$
(166
)
 
$
26,210

Commercial paper
57,943

 
4

 
(36
)
 
57,911

Total short-term investments
$
84,309

 
$
14

 
$
(202
)
 
$
84,121


The contractual maturities of investments were as follows (in thousands):
 
 
June 29, 2018
 
September 29, 2017
Less than 1 year
$
70,848

 
$
60,433

Over 1 year
26,875

 
23,688

Total short-term investments
$
97,723

 
$
84,121


11


Available-for-sale investments are reported at fair value and as such, their associated unrealized gains and losses are reported as a separate component of stockholders’ equity within accumulated other comprehensive income.
Other Investments— As of June 29, 2018, we held two non-marketable equity investments classified as other long-term investments.
One of these is an investment in a Series B preferred stock ownership of a privately held manufacturing corporation with preferred liquidation rights over other equity shares. This investment had a value of $5.0 million at the date of purchase and approximates the current fair value. Since we do not have the ability to exercise significant influence or control over the investment we hold this investment at cost, which we evaluate for impairment at each balance sheet date and through June 29, 2018 no impairment has been recorded for this investment.
In addition, we have a minority investment of less than 20.0% of the outstanding equity of a privately held limited liability corporation ("Compute"). This investment was acquired in conjunction with the divestiture of the Compute business during the fiscal quarter ended December 29, 2017 and had an initial value of $36.5 million. We have no obligation to provide further funding to Compute. This investment value is updated quarterly based on our proportionate share of the losses or earnings of Compute utilizing the equity method. During the three and nine months ended June 29, 2018 we recorded a $3.1 million loss and a $7.2 million loss, respectively, associated with this investment as other expense in our consolidated statements of operations. As of June 29, 2018, the carrying value of this investment is $29.3 million.
5. FAIR VALUE
We group our financial assets and liabilities measured at fair value on a recurring basis in three levels, based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value. These levels are:
Level 1 - Quoted prices in active markets for identical assets or liabilities. 
Level 2 - Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets with insufficient volume or infrequent transactions (less active markets), or model-driven valuations in which all significant inputs are observable or can be derived principally from, or corroborated with, observable market data.
Level 3 - Fair value is derived from valuation techniques in which one or more significant inputs are unobservable, including assumptions and judgments made by us.
Assets and Liabilities Measured and Recorded at Fair Value on a Recurring Basis
We measure certain assets and liabilities at fair value on a recurring basis such as our financial instruments and derivatives. There have been no transfers between Level 1, 2 or 3 assets or liabilities during the three and nine months ended June 29, 2018.
Assets and liabilities measured at fair value on a recurring basis consist of the following (in thousands):
 
June 29, 2018
 
Fair Value
 
Active Markets for Identical Assets (Level 1)
 
Observable Inputs (Level 2)
 
Unobservable Inputs (Level 3)
Assets
 
 
 
 
 
 
 
Money market funds
$
97

 
$
97

 
$
—

 
$
—

Commercial paper
69,599

 
—

 
69,599

 
—

Corporate bonds
28,124

 
—

 
28,124

 
—

Total assets measured at fair value
$
97,820

 
$
97

 
$
97,723

 
$
—

Liabilities
 
 
 
 
 
 
 
Contingent consideration
$
510

 
$
—

 
$
—

 
$
510

Common stock warrant liability
15,880

 
—

 
—

 
15,880

Total liabilities measured at fair value
$
16,390

 
$
—

 
$
—

 
$
16,390


12


 
September 29, 2017
 
Fair Value
 
Active Markets for Identical Assets (Level 1)
 
Observable Inputs (Level 2)
 
Unobservable Inputs (Level 3)
Assets
 
 
 
 
 
 
 
Money market funds
$
36

 
$
36

 
$
—

 
$
—

Commercial paper
57,911

 
—

 
57,911

 
—

Corporate bonds
26,210

 
—

 
26,210

 
—

Total assets measured at fair value
$
84,157

 
$
36

 
$
84,121

 
$
—

Liabilities
 
 
 
 
 
 
 
Contingent consideration
$
1,679

 
$
—

 
$
—

 
$
1,679

Common stock warrant liability
40,775

 
—

 
—

 
40,775

Total liabilities measured at fair value
$
42,454

 
$
—

 
$
—

 
$
42,454

As of June 29, 2018 and September 29, 2017, the fair value of the common stock warrants has been estimated using a Black-Scholes option pricing model.
The quantitative information utilized in the fair value calculation of our Level 3 liabilities is as follows:
 
 
 
 
 
Inputs
Liabilities
Valuation Technique
 
Unobservable Input
 
June 29, 2018
 
September 29, 2017
Contingent consideration
Discounted cash flow
 
Discount rate
 
9.2%
 
9.2%
 
 
 
Probability of achievement
 
80%
 
70% - 100%
 
 
 
Timing of cash flows
 
2 months
 
2 - 8 months
 
 
 
 
 
 
 
 
Warrant liability
Black-Scholes model
 
Volatility
 
58.6%
 
44.9%
 
 
 
Discount rate
 
2.52%
 
1.62%
 
 
 
Expected life
 
2.5 years
 
3.2 years
 
 
 
Exercise price
 
$14.05
 
$14.05
 
 
 
Stock price
 
$23.04
 
$44.61
 
 
 
Dividend rate
 
—%
 
—%
The fair values of the contingent consideration liabilities were estimated based upon a risk-adjusted present value of the probability-weighted expected payments by us. Specifically, we considered base, upside and downside scenarios for the operating metrics upon which the contingent payments are to be based. Probabilities were assigned to each scenario and the probability weighted payments were discounted to present value using risk-adjusted discount rates.
The changes in liabilities with inputs classified within Level 3 of the fair value hierarchy consist of the following (in thousands):
 
September 29,
2017
 
Net Realized/Unrealized Gains Included in Earnings
 
Purchases
and
Issuances
 
Sales and
Settlements
 
June 29,
2018
Contingent consideration
$
1,679

 
$
(469
)
 
$
—

 
$
(700
)
 
$
510

Common stock warrant liability
$
40,775

 
$
(24,895
)
 
$
—

 
$
—

 
$
15,880

 
September 30,
2016
 
Net Realized/Unrealized Losses Included in Earnings
 
Purchases
and
Issuances
 
Sales and
Settlements
 
June 30,
2017
Contingent consideration
$
848

 
$
46

 
$
1,701

 
$
(400
)
 
$
2,195

Common stock warrant liability
$
38,253

 
$
16,481

 
$
—

 
$
—

 
$
54,734


13


6. INVENTORIES
Inventories, net of reserves, consist of the following (in thousands):
 
June 29,
2018
 
September 29,
2017
Raw materials
$
69,803

 
$
78,999

Work-in-process
13,976

 
13,962

Finished goods
39,087

 
43,113

Total inventory, net
$
122,866

 
$
136,074

7. PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment consists of the following (in thousands):
 
June 29,
2018
 
September 29,
2017
Construction in process
$
35,645

 
$
22,195

Machinery and equipment
173,433

 
160,955

Leasehold improvements
13,358

 
13,809

Furniture and fixtures
2,513

 
2,078

Computer equipment and software
17,086

 
16,539

Capital lease assets
19,983

 
20,410

Total property and equipment
$
262,018

 
$
235,986

Less accumulated depreciation and amortization
(122,603
)
 
(104,967
)
Property and equipment, net
$
139,415

 
$
131,019

Depreciation and amortization expense related to property, plant and equipment for the three and nine months ended June 29, 2018 was $7.7 million and $23.0 million, respectively. Depreciation and amortization expense related to property, plant and equipment for the three and nine months ended June 30, 2017 was $6.5 million and $19.7 million, respectively.
8. DEBT
As of June 29, 2018, we are party to a credit agreement dated as of May 8, 2014 with a syndicate of lenders and Goldman Sachs Bank USA ("Goldman Sachs"), as administrative agent (as amended on February 13, 2015, August 31, 2016, March 10, 2017, May 19, 2017, May 2, 2018 and May 9, 2018, the “Credit Agreement”).
On May 2, 2018, we entered into an amendment to our Credit Agreement (the “May 2nd Amendment”) with the lenders party thereto and Goldman Sachs, as the administrative agent. The amendment extended the maturity of $130.0 million of borrowing availability under our existing revolving credit facility (“Revolving Facility”) until November 2021, with the remaining $30.0 million of borrowing availability maturing in May 2019. Prior to the amendment, the entire $160.0 million of the Revolving Facility borrowing availability was scheduled to mature in May 2019.
On May 9, 2018, we entered into another amendment to our Credit Agreement (the “May 9th Amendment”, together with the May 2nd Amendment, the "May 2018 Amendments") with the lenders party thereto and Goldman Sachs, as the administrative agent. The amendment extended the maturity of the remaining $30 million of commitments comprising the aggregate $160 million of borrowing availability under our existing Revolving Facility until November 2021.
As of June 29, 2018, the Credit Agreement consisted of term loans with an aggregate principal amount of $700.0 million (“Term Loans”) and a revolving credit facility with an aggregate borrowing capacity of $160.0 million. The Revolving Facility will mature in November 2021 and the Term Loans will mature in May 2024 and bear interest at: (i) for LIBOR loans for any interest period, a rate per annum equal to the LIBOR rate as determined by the administrative agent, plus an applicable margin of 2.25%; and (ii) for base rate loans, a rate per annum equal to the greater of (a) the prime rate quoted in the print edition of the Wall Street Journal, Money Rates Section, (b) the federal funds rate plus one-half of 1.00% and (c) the LIBOR rate applicable to a one-month interest period plus 1.00% (but, in each case, not less than 1.00%), plus an applicable margin of 1.25%.
All principal amounts outstanding and interest rate information as of June 29, 2018, for the Credit Agreement were as follows (in millions, except rate data):
 
Principal Outstanding
LIBOR Rate
Margin
Effective Interest Rate
Term loans
$681.6
2.09%
2.25%
4.34%

14


We incurred $0.5 million in fees in connection with the May 2018 Amendments, which were recorded as deferred financing costs and are being amortized over the life of the Revolving Facility as interest expense. As of June 29, 2018, approximately $11.6 million of deferred financing costs remain unamortized, of which $10.6 million is related to the Term Loans and is recorded as a direct reduction of the recognized debt liabilities in our accompanying consolidated balance sheet, and $1.0 million is related to the Revolving Facility and is recorded in other long-term assets in our accompanying consolidated balance sheet.
The Term Loans and Revolving Facility are secured by a first priority lien on substantially all of our assets and provide that we must comply with certain financial and non-financial covenants.
As of June 29, 2018, we had $160.0 million of borrowing capacity under our Revolving Facility.
As of June 29, 2018, the following remained outstanding on the Term Loans (in thousands):
Principal balance
$
681,577

Unamortized discount
(4,927
)
Unamortized deferred financing costs
(10,619
)
Total term loans
$
666,031

Current portion
6,885

Long-term, less current portion
$
659,146

As of June 29, 2018, the minimum principal payments under the Term Loans in future fiscal years were as follows (in thousands):
2018 (rest of fiscal year)
$
1,721

2019
6,885

2020
6,885

2021
6,885

2022
6,885

Thereafter
652,316

Total
$
681,577

The fair value of the Term Loans was estimated to be approximately $690.9 million as of June 29, 2018 and was determined using Level 2 inputs, including a quoted rate from a bank.
9. CAPITAL LEASE AND FINANCING OBLIGATIONS
Corporate Facility Financing Obligation
On May 26, 2016, we entered into a Purchase and Sale Agreement (the “Purchase and Sale Agreement”) with Calare Properties, Inc. (together with its affiliates, “Calare”), for the sale and subsequent leaseback of our corporate headquarters, located at 100 Chelmsford Street, Lowell, Massachusetts. The transactions contemplated by the Purchase and Sale Agreement closed on December 28, 2016, at which time we also entered into three lease agreements with Calare including: (1) a 20 year leaseback of the facility located at 100 Chelmsford Street (the “100 Chelmsford Lease”), (2) a 20 year build-to-suit lease arrangement for the construction and subsequent lease back of a new facility to be located at 144 Chelmsford Street (the “144 Chelmsford Lease”), and (3) a 14 year building lease renewal of an adjacent facility at 121 Hale Street (the “121 Hale Lease”, and together with the 100 Chelmsford Lease and the 144 Chelmsford Lease, the “Leases”).
Because the transactions contemplated by the Purchase and Sale Agreement and the related Leases were negotiated and consummated at the same time and in contemplation of one another to achieve the same commercial objective, the transactions are accounted for by us as a single unit of accounting. In addition, the Leases were determined to represent a failed sale-leaseback due to our continuing involvement in the properties in the form of non-recourse financing. As a result, the Leases are accounted for under the financing method and we will be deemed the accounting owner under the arrangement, including the assets to be constructed under the 144 Chelmsford Lease. We will continue to recognize the existing building and improvements sold under the Purchase and Sale Agreement, capitalize the 121 Hale Street building as well as the assets constructed under the Leases, and depreciate the assets over the shorter of their estimated useful lives or the lease terms. The sale proceeds from the Purchase and Sale Agreement of $8.2 million (which includes $4.2 million in cash and $4.0 million in construction allowances) and the fair value of the 121 Hale Street building of $4.0 million were recognized as a financing obligation, which is included in lease payable on our consolidated balance sheet, and are being amortized over the 20 year lease term based on the minimum lease payments required under the Leases and our incremental borrowing rate. Future construction costs funded by Calare under the 144 Chelmsford Lease will be recognized as additional financing obligations on our consolidated balance sheet as incurred, and will be amortized

15


over the 20 year lease term based on the minimum lease payments required under the Leases and our incremental borrowing rate when the building is placed into service.
As a result of the failed sale-leaseback accounting, we calculated a financing obligation based on the future minimum lease payments discounted at 8.6% as of June 29, 2018. The discount rate represents the estimated incremental borrowing rate over the lease term of 20 years. The minimum lease payments are recorded as interest expense and in part as a payment of principal reducing the financing obligation. The real property assets in the transaction remain on the consolidated balance sheets and continue to be depreciated over the remaining useful lives. As of June 29, 2018, approximately $26.0 million of the financing obligation was outstanding associated with the Leases, of which $13.9 million was associated with the 144 Chelmsford Lease that has not yet been placed in service.
Additionally, we have certain capital equipment lease obligations, of which approximately $1.1 million was outstanding as of June 29, 2018.
As of June 29, 2018, future minimum payments under capital lease obligations and financing obligations related to the Leases were as follows (in thousands):
Fiscal year ending:
 
Amount
2018 (rest of fiscal year)
 
$
399

2019
 
1,529

2020
 
1,471

2021
 
1,374

2022
 
1,211

Thereafter
 
20,457

Total minimum capital lease payments
 
26,441

Less amount representing interest
 
(14,970
)
Present value of net minimum capital lease payments (1)
 
$
11,471

(1) Excludes $13.9 million associated with the 144 Chelmsford Lease that has not yet been placed in service.
10. INTANGIBLE ASSETS
Amortization expense related to intangible assets is as follows (in thousands):
 
Three Months Ended
 
Nine Months Ended
 
June 29,
2018
 
June 30,
2017
 
June 29,
2018
 
June 30,
2017
Cost of revenue
$
8,594

 
$
8,416

 
$
24,913

 
$
21,694

Selling, general and administrative
13,081

 
10,833

 
35,827

 
24,463

Total
$
21,675

 
$
19,249

 
$
60,740

 
$
46,157

    
Intangible assets consist of the following (in thousands):
 
June 29,
2018
 
September 29,
2017
Acquired technology
$
251,811

 
$
251,655

Customer relationships
518,233

 
556,648

Trade name
3,400

 
3,400

Total
$
773,444

 
$
811,703

Less accumulated amortization
(239,568
)
 
(190,611
)
Intangible assets — net
$
533,876

 
$
621,092


16


Our trade name is an indefinite-lived intangible asset. A summary of the activity in intangible assets and goodwill follows (in thousands):
 
Intangible Assets
 
 
 
Total Intangible Assets
 
Acquired
Technology
 
Customer
Relationships
 
Trade Name
 
Goodwill
Balance at September 29, 2017
$
811,703

 
$
251,655

 
$
556,648

 
$
3,400

 
$
313,765

Allocation to divested business
(39,285
)
 
—

 
(39,285
)
 
—

 
(2,560
)
Fair value adjustment
—

 
—

 
—

 
—

 
2,790

Currency translation adjustment
1,026

 
156

 
870

 
—

 
406

Balance at June 29, 2018
$
773,444

 
$
251,811

 
$
518,233

 
$
3,400

 
$
314,401

As of June 29, 2018, our estimated amortization of our intangible assets in future fiscal years was as follows (in thousands):
 
2018 Remaining
2019
2020
2021
2022
Thereafter
Total
Amortization expense
$
20,953

83,796

81,706

74,089

61,851

208,081

$
530,476

Accumulated amortization for acquired technology and customer relationships were $131.5 million and $108.1 million, respectively, as of June 29, 2018, and $106.8 million and $83.9 million, respectively, as of September 29, 2017.
11. STOCKHOLDERS' EQUITY
We have authorized 10 million shares of $0.001 par value preferred stock and 300 million shares of $0.001 par value common stock as of June 29, 2018 and September 29, 2017.
Common Stock Warrants—In March 2012, we issued warrants to purchase 1,281,358 shares of common stock for $14.05 per share. The warrants expire December 21, 2020, or earlier as per the terms of the agreement, including immediately following consummation of a sale of all or substantially all assets or capital stock or other equity securities, including by merger, consolidation, recapitalization or similar transactions. We do not currently have sufficient registered and available shares to immediately satisfy a request for registration, if such a request were made. As of June 29, 2018, no exercise of the warrants had occurred, and no request had been made to register the warrants or any underlying securities for resale by the holders.
We are recording the estimated fair values of the warrants as a long-term liability in the accompanying consolidated financial statements with changes in the estimated fair value being recorded in the accompanying statements of operations. See Note 5 - Fair Value for additional information related to the fair value of our warrant liability.

17


12. EARNINGS (LOSS) PER SHARE
The following table sets forth the computation for basic and diluted net loss per share of common stock (in thousands, except per share data):
 
Three Months Ended
 
Nine Months Ended
 
June 29, 2018
 
June 30, 2017
 
June 29, 2018
 
June 30, 2017
Numerator:
 
 
 
 
 
 
 
Loss from continuing operations
$
(85,210
)
 
$
(13,977
)
 
$
(117,647
)
 
$
(150,414
)
Loss from discontinued operations
(220
)
 
(13,700
)
 
(5,837
)
 
(8,358
)
Net loss
$
(85,430
)
 
$
(27,677
)
 
$
(123,484
)
 
$
(158,772
)
Warrant liability gain
—

 
—

 
(24,895
)
 
—

Net loss attributable to common stockholders
$
(85,430
)
 
$
(27,677
)
 
$
(148,379
)
 
$
(158,772
)
Denominator:
 
 
 
 
 
 
 
Weighted average common shares outstanding-basic
64,920

 
64,019

 
64,598

 
59,524

Dilutive effect of warrants
—

 
—

 
600

 
—

Weighted average common shares outstanding-diluted
64,920

 
$
64,019

 
$
65,198

 
$
59,524

Loss per share-basic:
 
 
 
 
 
 
 
Continuing operations
$
(1.31
)
 
$
(0.22
)
 
$
(1.82
)
 
$
(2.53
)
Discontinued operations
0.00

 
(0.21
)
 
(0.09
)
 
(0.14
)
Net loss to common stock holders per share-basic
$
(1.32
)
 
$
(0.43
)
 
$
(1.91
)
 
$
(2.67
)
Loss per share-diluted:
 
 
 
 
 
 
 
Continuing operations
$
(1.31
)
 
$
(0.22
)
 
$
(2.19
)
 
$
(2.53
)
Discontinued operations
0.00

 
(0.21
)
 
(0.09
)
 
(0.14
)
Net loss to common stock holders per share-diluted
$
(1.32
)
 
$
(0.43
)
 
$
(2.28
)
 
$
(2.67
)
As of June 29, 2018, we had warrants outstanding which were reported as a liability on the consolidated balance sheet. During the nine months ended June 29, 2018, we recorded a $24.9 million gain associated with adjusting the fair value of the warrants, in the consolidated statements of operations primarily as a result of changes in our stock price. When calculating earnings per share we are required to adjust for any changes in income or loss to show the maximum dilution possible, and therefore during the nine months ended June 29, 2018 we adjusted the numerator by the warrant gains of $24.9 million and denominator by the incremental shares of 600,192 under the treasury stock method. The table above excludes the effects of 724,885 shares for the three months ended June 29, 2018 of potential shares of common stock issuable upon exercise of stock options, warrants, restricted stock and restricted stock units as the inclusion would be antidilutive. The table also excludes the effects of 422,584 shares for the nine months ended June 29, 2018 of potential shares of common stock issuable upon exercise of stock options, restricted stock and restricted stock units as the inclusion would be antidilutive. The table above excludes the effects of 1,916,434 and 1,940,834 shares, respectively, for the three and nine months ended June 30, 2017, of potential shares of common stock issuable upon exercise of stock options, warrants, restricted stock and restricted stock units as the inclusion would be antidilutive.
13. COMMITMENTS AND CONTINGENCIES
From time to time, we may be subject to commercial disputes, employment issues, claims by other companies in the industry that we have infringed their intellectual property rights and other similar claims and litigations. Any such claims may lead to future litigation and material damages and defense costs. Other than as set forth below, we were not involved in any material pending legal proceedings during the fiscal quarter ended June 29, 2018.
GaN Lawsuit Against Infineon. On April 26, 2016, we and our wholly-owned subsidiary Nitronex, LLC brought suit against Infineon Technologies Americas Corporation ("Infineon Americas") and Infineon Technologies AG ("Infineon AG" and collectively, with Infineon Americas, "Infineon") in the Federal District Court for the Central District of California, seeking injunctive relief, monetary damages, and specific performance of certain contractual obligations. On July 19, 2016, we filed a first amended complaint, and, on November 21, 2016, we filed a second amended complaint. After motions to dismiss certain claims from MACOM’s second amended complaint were denied on February 28, 2017, Infineon AG answered on March 24, 2017, asserting no counterclaims. Infineon Americas also answered and counterclaimed on March 24, 2017 and then submitted amended counterclaims on April 14, 2017. The district court dismissed one of the counterclaims on June 5, 2017, and Infineon filed further amended counterclaims on June 19, 2017. MACOM answered the counterclaims on August 16, 2017. On March 14, 2018, MACOM filed a third amended complaint, which Infineon answered on March 28, 2018. On June 20, 2018, MACOM filed a fourth amended complaint. Infineon’s response is due on August 13, 2018.

18


The suit arises out of agreements relating to GaN-on-Silicon ("GaN") patents that were executed in 2010 by Nitronex Corporation (acquired by us in 2014) and International Rectifier Corporation ("International Rectifier") (acquired by Infineon AG in 2015). We assert claims for breach of contract, breach of the covenant of good faith and fair dealing, declaratory judgment of contractual rights, declaratory judgment of non-infringement of patents, and, against Infineon AG only, intentional interference with contract and unfair competition. If successful, the relief sought would, among other remedies, require Infineon to assign back to us certain GaN-related Nitronex patents that were previously assigned to International Rectifier and enjoin Infineon from proceeding with its marketing and sales of certain types of GaN products. In an order dated October 31, 2016, the district court granted us a preliminary injunction against Infineon, which then issued on December 7, 2016 and was modified on March 6, 2017. The preliminary injunction declared, among other things, that a licensing agreement between us and Infineon that Infineon had purported to terminate is still in effect. On January 29, 2018, the Federal Circuit affirmed the district court’s decision to enter a preliminary injunction declaring the license agreement to still be in effect, although it reversed other aspects of the district court’s decision. Meanwhile, the district court case has been proceeding, and trial is set to begin on May 7, 2019.
With respect to the above legal proceeding, we are not able to reasonably estimate the amount or range of any possible loss, and accordingly have not accrued or disclosed any related amounts of possible loss in the accompanying consolidated financial statements.
14. RESTRUCTURINGS
We have periodically implemented restructuring actions in connection with broader plans to reduce staffing, reduce our internal manufacturing footprint and generally reduce operating costs. The restructuring expenses are primarily comprised of direct and incremental costs related to headcount reductions including severance and outplacement fees for the terminated employees, as well as facility closure costs.
During the fiscal quarter ended December 29, 2017, we initiated plans to restructure our facility in Long Beach, California and to close our facilities in Belfast, the United Kingdom and Sydney, Australia. As of June 29, 2018, the operations from the Long Beach facility have been consolidated into our other California locations in order to achieve operational synergies. The Belfast and Sydney facilities have been closed as we have discontinued certain product development activities that were performed in those locations. We do not expect to incur any additional restructuring costs associated with these facilities. The following is a summary of the restructuring charges incurred for the three and nine months ended June 29, 2018 under these restructuring plans (in thousands):
 
Three Months Ended
 
Nine Months Ended
 
June 29,
2018
 
June 30,
2017
 
June 29,
2018
 
June 30,
2017
Employee related expenses
$
4

 
$
586

 
$
2,796

 
$
2,342

Facility related expenses
98

 
—

 
3,506

 
—

Total restructuring charges
$
102

 
$
586

 
$
6,302

 
$
2,342

The following is a summary of the costs incurred for the nine months ended June 29, 2018 and the remaining balances included in accrued expenses at June 29, 2018 (in thousands):
Balance as of September 29, 2017
$
627

       Current period expense
6,302

       Charges paid/settled
(6,131
)
Balance as of June 29, 2018
$
798

As described in Note 20 - Subsequent Events, we have committed to a plan to exit certain production and product lines including certain production facilities located in Ithaca, New York. There were no restructuring charges incurred as of June 29, 2018 for these facilities, and we expect to incur restructuring costs of approximately $4.9 million to $6.2 million during the remainder of calendar year 2018 as we complete these restructuring actions.

19


15. SHARE-BASED COMPENSATION
Stock Plans
As of June 29, 2018, we had 14.1 million shares available for issuance under our 2012 Omnibus Incentive Plan (as Amended and Restated) (the “2012 Plan”) and 3.2 million shares available for issuance under our Employee Stock Purchase Plan. Under the 2012 Plan, we have the ability to issue incentive stock options (“ISOs”), non-statutory stock options (“NSOs”), performance based non-statutory stock options, stock appreciation rights, restricted stock (“RSAs”), restricted stock units (“RSUs”), performance-based restricted stock units (“PRSUs”), performance shares and other equity-based awards to employees, directors and outside consultants. The ISOs and NSOs must be granted at a price per share not less than the fair value of our common stock on the date of grant. Options granted to date primarily vest based on certain market-based and performance-based criteria. Options granted generally have a term of seven to ten years. Certain of the share-based awards granted and outstanding as of June 29, 2018 are subject to accelerated vesting upon a change in control. There were no material modifications to share-based awards during the periods presented.
Share-Based Compensation
The following table shows a summary of share-based compensation expense included in the Condensed Consolidated Statements of Operations for the three and nine months ended June 29, 2018 and June 30, 2017 (in thousands):
 
Three Months Ended
 
Nine Months Ended
 
June 29,
2018
 
June 30,
2017
 
June 29,
2018
 
June 30,
2017
Cost of revenue
$
1,019

 
$
846

 
$
2,881

 
$
2,245

Research and development
3,785

 
3,006

 
10,422

 
7,677

Selling, general and administrative
3,950

 
6,083

 
10,792

 
17,744

Total share-based compensation expense
$
8,754

 
$
9,935

 
$
24,095

 
$
27,666

As of June 29, 2018, the total unrecognized compensation costs related to outstanding stock options, restricted stock awards and units including awards with time-based and performance-based vesting was $58.7 million, which we expect to recognize over a weighted-average period of 2.5 years. As of June 29, 2018, total unrecognized compensation cost related to our Employee Stock Purchase Plan was $1.0 million.
Stock Options
We had 1.4 million stock options outstanding as of June 29, 2018, with a weighted-average exercise price per share of $31.92 and weighted-average remaining contractual term of 5.1 years. The aggregate intrinsic value of the stock options outstanding as of June 29, 2018 was $2.5 million which represents our closing stock price value on the last trading day of the period in excess of the weighted-average exercise price multiplied by the number of options outstanding.
We had 0.4 million stock options exercisable as of June 29, 2018, with a weighted-average exercise price per share of $19.12 and weighted-average remaining contractual term of 3.9 years. The aggregate intrinsic value of the stock options exercisable as of June 29, 2018 was $2.5 million which represents our closing stock price value on the last trading day of the period in excess of the weighted-average exercise price multiplied by the number of options exercisable.
During November 2017, we granted 325,000 non-qualified stock options with a grant date fair value of $5.0 million that are subject to vesting only upon the market price of our underlying public stock closing above a certain price target within seven years of the date of grant. These non-qualified stock options with market related vesting conditions are valued using a Monte Carlo simulation model, using a volatility rate of 45.8%, a risk-free rate of 2.26%, a weighted-average strike price of $36.58 and a term of seven years. Share-based compensation expense is recognized regardless of the number of awards that are earned based on the market condition and is recognized on a straight-line basis over the estimated service period of approximately three years. If the required service period is not met for these options, then the share-based compensation expense would be reversed. In the event that our common stock achieves the target price of $98.99 per share based on a 30 days trailing average prior to the end of the estimated service period, any remaining unamortized compensation cost will be recognized.
During November 2017, we also granted 10,924 incentive stock options and 69,076 non-qualified stock options with a total grant date fair value of $1.4 million. These stock options are valued using a Black Scholes model, using a volatility rate of 45.7%, a risk-free rate of 2.21%, a strike price of $36.61 and an expected term of 6.5 years. Share-based compensation expense is recognized on a straight-line basis over the service period of approximately 4.5 years. If the required service period is not met for these options, then the share-based compensation expense would be reversed.

20


The total intrinsic value of options exercised for the three months ended June 29, 2018 was not material. The total intrinsic value of options exercised for the nine months ended June 29, 2018 was $0.7 million, and was $6.3 million and $8.2 million for the three and nine months ended June 30, 2017, respectively.
Restricted Stock, Restricted Stock Units and Performance-Based Restricted Stock Units
A summary of restricted stock, restricted stock unit and performance-based restricted stock unit activity for the nine months ended June 29, 2018, is as follows (in thousands, except per share data):
 
Number of RSAs, RSUs and PRSUs
 
Weighted-
Average
Grate Date Fair Value
 
Aggregate
Intrinsic
Value
(in thousands)
Balance at September 29, 2017
1,907

 
$
39.20

 
$
72,165

Granted
1,067

 
26.91

 
 
Vested and released
(883
)
 
35.29

 
 
Forfeited, canceled or expired
(217
)
 
34.54

 
 
Balance at June 29, 2018
1,874

 
$
34.59

 
$
43,029

Restricted stock, restricted stock units and performance-based restricted stock units that vested during the nine months ended June 29, 2018 and June 30, 2017 had fair value of $19.2 million and $46.8 million, respectively, as of the vesting date.
16. 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.
The difference between the U.S. federal statutory income tax rate of 35% and our effective income tax rate for the three and nine months ended June 30, 2017, was primarily driven by the establishment of a valuation allowance against our U.S. deferred tax assets. For the fiscal year ending September 28, 2018, our blended U.S. federal income tax rate is expected to be 24.5%. The difference between the U.S. federal statutory income tax rate of 24.5% and our effective income tax rate for the three and nine months ended June 29, 2018 was primarily impacted by a full valuation allowance against any benefit associated with U.S. losses and income taxed in foreign jurisdictions at generally lower tax rates.
We recognize deferred tax assets to the extent that we believe that these assets are more likely than not to be realized. In making this determination, we consider available positive and negative evidence and factors that may impact the valuation of our deferred tax asset including results of recent operations, future reversals of existing taxable temporary differences, projected future taxable income, and tax-planning strategies. A significant piece of objective negative evidence evaluated was the cumulative U.S. loss initially incurred over the three-year period ended March 31, 2017, which we believe limited our ability to consider other subjective evidence, such as our projections for future growth. Certain transaction and integration related expenses incurred in the U.S. primarily associated with the AppliedMicro Acquisition during the three months ended March 31, 2017 resulted for the first time in significant negative objective evidence in the form of adjusted cumulative losses in the U.S. over the past three-year period. This resulted in our determination during the fiscal quarter ended March 31, 2017 that there was not sufficient objectively verifiable positive evidence to offset this negative objective evidence and we concluded that a full valuation allowance was required for our U.S. deferred tax assets. Significant negative objective evidence in the form of adjusted cumulative losses in the U.S. over the past three-year period ended June 29, 2018 resulted in our continued determination that there was not sufficient objectively verifiable positive evidence to offset this negative objective evidence and we concluded that a full valuation allowance was still appropriate for our U.S. deferred tax assets.
The balance of the unrecognized tax benefit as of June 29, 2018 and September 29, 2017 was $0.3 million and $1.7 million, respectively. The decrease of $1.4 million was primarily the result of an audit settlement of our 2014 U.S. tax filings during the three months ended March 30, 2018. The unrecognized tax benefits as of June 29, 2018 primarily relate to positions taken by us in our foreign tax filings. The entire balance of unrecognized tax benefits, if recognized, will reduce income tax expense. It is our policy to recognize any interest and penalties accrued related to unrecognized tax benefits in income tax expense. During the fiscal quarters ended June 29, 2018 and September 29, 2017, we did not make any accrual or payment of interest and penalties.
On December 22, 2017, the U.S. Congress enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “Tax Act”). The Tax Act makes broad and complex changes to the U.S. tax code, including, but not limited to:
•
reducing the highest marginal U.S. federal corporate income tax rate from 35% in the period ending December 29, 2017 to 21%, effective January 1, 2018;

21


•
requiring companies to become liable for a one-time deemed repatriation transition tax (“Transition Tax”) based on previously untaxed accumulated and current earnings and profits (“E&P”) of certain foreign subsidiaries for our fiscal year ending September 28, 2018;
•
generally eliminating U.S. federal income taxes on dividends from foreign subsidiaries that would apply to our fiscal year beginning September 29, 2018;
•
requiring the inclusion of certain income such as Global Intangible Low Taxed Income (“GILTI”) earned by controlled foreign corporations (“CFCs”) in our U.S. federal taxable income that would apply to our fiscal year beginning September 29, 2018;
•
eliminating the corporate alternative minimum tax (“AMT”) and changing how existing AMT credits can be realized that would apply to our fiscal year beginning September 29, 2018;
•
repealing the performance-based compensation exception to the section 162(m) $1.0 million deduction limitation and revising the definition of a covered employee for our fiscal year beginning September 29, 2018;
•
creating the base erosion anti-abuse tax, a new minimum tax that would apply to our fiscal year beginning September 29, 2018;
•
creating a new limitation on deductible interest expense that would apply to our fiscal year beginning September 29, 2018;
•
limiting the degree to which net operating losses can be utilized against taxable income that would apply to losses created beginning with our fiscal year beginning September 29, 2018;
•
changing rules related to the ability to apply net operating losses against later or earlier tax years that would apply to losses created beginning with our fiscal year beginning September 30, 2017; and
•
an increase in the allowable deduction for costs to acquire qualified property placed into service after September 27, 2017.
Based on preliminary calculations, we currently estimate that our financial results for the fiscal year ending September 28, 2018 will include a non-cash reduction in income tax expense of approximately $3.7 million resulting primarily from the re-measurement of our U.S. deferred tax liabilities to reflect the new 21% U.S. federal tax rate.
To determine the amount of the Transition Tax, we must determine, in addition to other factors, the amount of E&P of the relevant subsidiaries as well as the amount of non-U.S. income taxes paid on such earnings. We were able to make a reasonable estimate of the Transition Tax and have determined that we expect to have sufficient net operating losses to reduce any cash tax payments associated with the one-time repatriation of E&P down to the alternative minimum tax, which we estimate to be less than $1.0 million. On a preliminary basis we have estimated the one-time repatriation of E&P would result in a release of the valuation allowance corresponding with utilization of our U.S. Net Operating Loss ("NOL"), resulting in no impact to our tax expense for the nine months ended June 29, 2018. We are continuing to analyze additional information to more precisely compute the amount of the Transition Tax.
The Tax Act creates a new requirement that certain income such as GILTI earned by CFCs must be included in the gross income of the CFCs’ U.S. shareholder. GILTI is the excess of the shareholder's net CFC tested income over the net deemed tangible income return, which is currently defined as the excess of (1) 10 percent of the aggregate of the U.S. shareholder’s pro rata share of the qualified business asset investment of each CFC with respect to which it is a U.S. shareholder over (2) the amount of certain interest expense taken into account in the determination of net CFC-tested income.
The Company must assess whether its valuation allowance analyses are affected by various aspects of the Tax Act (e.g., the Transition Tax, GILTI inclusions and new categories of foreign tax credits). The changes included in the Tax Act are broad and complex. Although we are not able to finalize our evaluation of the impact of the Tax Act at this time due to uncertainties related to any future legislative or regulatory actions related to the Tax Act and availability of information needed to perform the final calculations, we do believe that a full valuation allowance continues to be required. However, we will continue to evaluate the impact the Tax Act may have on our financial statements including the impact on our full valuation allowance against our U.S. deferred tax assets and any impact this would have on our tax expense.
The SEC has issued Staff Accounting Bulletin No. 118 that would allow for a measurement period of up to one year after the enactment date of the Tax Act to finalize the application of Accounting Standards Codification Topic 740, Income Taxes. We currently anticipate finalizing and recording any resulting adjustments by the end of our current fiscal year ending September 28, 2018.

22


17. RELATED PARTY TRANSACTIONS
Cadence Design Systems, Inc. ("Cadence") provides us with certain engineering licenses on an ongoing basis. Geoffrey Ribar, who joined our Board of Directors on March 22, 2017, served as an officer of Cadence through September 30, 2017 and served as a Senior Advisor to Cadence until March 31, 2018. Through the nine months ended June 29, 2018, we made payments of $4.1 million to Cadence prior to March 31, 2018. During the three and nine months ended June 30, 2017, we made payments of $3.2 million and $4.7 million, respectively, to Cadence subsequent to Mr. Ribar joining our Board of Directors.
18. SUPPLEMENTAL CASH FLOW INFORMATION
As of June 29, 2018 and June 30, 2017, we had $2.8 million and $0.9 million, respectively, in unpaid amounts related to purchases of property and equipment included in accounts payable and accrued liabilities during each period. These amounts have been excluded from the payments for purchases of property and equipment in the accompanying condensed consolidated statements of cash flows until paid.
During the nine months ended June 29, 2018 and June 30, 2017, we capitalized $16.5 million and $1.3 million, respectively, of net construction costs relating to the 144 Chelmsford Street facility, of which $10.8 million and $1.3 million, respectively, were accounted for as a non-cash transaction as the costs were paid by the developer.
During the nine months ended June 29, 2018, we divested the Compute business with net assets valued at approximately $36.5 million in exchange for a $36.5 million equity interest in Compute. During the three and nine months ended June 29, 2018, we recorded $3.1 million and $7.2 million, respectively, of losses associated with this investment based on our proportionate share of the losses of Compute.
In January 2017, we issued common stock with a fair value of $465.1 million in connection with the AppliedMicro Acquisition. This was accounted for as a non-cash transaction as no shares were purchased or sold as part of the transaction.
The following is supplemental cash flow information regarding non-cash investing and financing activities (in thousands):
 
Nine Months Ended
 
June 29,
2018
 
June 30,
2017
Cash paid for interest
$
21,804

 
$
23,260

Cash paid (refunded) for income taxes
$
3,435

 
$
(548
)
19. GEOGRAPHIC AND SIGNIFICANT CUSTOMER INFORMATION
We have one reportable operating segment that designs, develops, manufactures and markets semiconductors and modules. The determination of the number of reportable operating segments is based on the chief operating decision maker’s use of financial information for the purposes of assessing performance and making operating decisions. In evaluating financial performance and making operating decisions, the chief operating decision maker primarily uses consolidated revenue, gross profit and operating income (loss).
Information about our operations in different geographic regions, based upon customer locations, is presented below (in thousands):
 
Three Months Ended
 
Nine Months Ended
Revenue by Geographic Region
June 29,
2018
 
June 30,
2017
 
June 29,
2018
 
June 30,
2017
United States
$
67,861

 
$
82,637

 
$
197,540

 
$
192,821

China
39,016

 
51,191

 
115,068

 
168,026

Asia Pacific, excluding China (1)
17,795

 
43,756

 
64,028

 
129,298

Other Countries (2)
13,200

 
16,971

 
42,574

 
42,246

Total
$
137,872

 
$
194,555

 
$
419,210

 
$
532,391


(1)
Asia Pacific represents Taiwan, Japan, Singapore, India, Thailand, South Korea, Australia, Malaysia, New Zealand, the Philippines and Vietnam.
(2)
No international country or region represented greater than 10% of the total revenue as of the dates presented, other than China and the Asia Pacific region as presented above.

23


 
 
As of
Long-Lived Assets by Geographic Region
 
June 29,
2018
 
September 29,
2017
United States
 
$
111,199

 
$
101,044

Asia Pacific (1)
 
25,754

 
24,945

Other Countries (2)
 
2,462

 
5,030

Total
 
$
139,415

 
$
131,019


(1)
Asia Pacific represents Taiwan, India, Japan, Thailand, South Korea, Australia, Malaysia, New Zealand, the Philippines, Vietnam and China.
(2)
No international country or region represented greater than 10% of the total net long-lived assets as of the dates presented, other than the Asia Pacific region as presented above.
The following is a summary of customer concentrations as a percentage of revenue and accounts receivable as of and for the periods presented:
 
Three Months Ended
 
Nine Months Ended
Revenue
June 29,
2018

June 30,
2017
 
June 29,
2018
 
June 30,
2017
Customer A
14
%

10
%
 
12%
 
10%
Customer B
8
%

10
%
 
8%
 
8%
Customer C
5
%
 
5
%
 
6%
 
12%
Accounts Receivable
June 29,
2018
 
September 29,
2017
Customer A
18
%
 
13
%
Customer D
19
%
 
14
%
No other customer represented more than 10% of revenue or accounts receivable in the periods presented in the accompanying consolidated financial statements. For the three and nine months ended June 29, 2018, our top ten customers represented 59% and 55% of total revenue, respectively, and for the three and nine months ended June 30, 2017, our top ten customers represented 51% and 55% of total revenue, respectively.
20. SUBSEQUENT EVENTS
In connection with a review to streamline our production operations and reduce costs, on July 30, 2018, we committed to a plan to exit certain production and product lines including exiting our production facility located in Ithaca, New York. We expect to complete these restructuring activities during the remainder of calendar 2018, and incur restructuring costs of approximately $4.9 million to $6.2 million, of which approximately $2.0 million to $2.5 million is expected to be future cash expenditures.
In addition, associated with these production and product line exits and our expectations that the net realizable value of certain related inventory would be lower than our carrying amount, we incurred charges of $16.2 million, recorded as cost of revenue, primarily associated with excess and obsolete inventory reserves adjustments during the three months ended June 29, 2018.

ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion of our financial condition and results of operations should be read in conjunction with the condensed consolidated financial statements and the notes thereto included elsewhere in this Quarterly Report on Form 10-Q, our Quarterly Report on Form 10-Q for the fiscal quarter ended March 30, 2018 filed with the SEC on May 3, 2018, our Quarterly Report on Form 10-Q for the fiscal quarter ended December 29, 2017 filed with the United States Securities and Exchange Commission ("SEC") on February 7, 2018 and our Annual Report on Form 10-K for the fiscal year ended September 29, 2017 filed with the SEC on November 15, 2017.
In this document, the words “Company,” “we,” “our,” “us,” and similar terms refer only to MACOM Technology Solutions Holdings, Inc. and its consolidated subsidiaries, and not any other person or entity.

24


“MACOM,” “M/A-COM,” “M/A-COM Technology Solutions,” “M/A-COM Tech,” “Partners in RF & Microwave” and related logos are trademarks of MACOM Technology Solutions Holdings, Inc. All other brands and names listed are trademarks of their respective owners.
Cautionary Note Regarding Forward-Looking Statements
This Item 2, “Management's Discussion and Analysis of Financial Condition and Results of Operations” and other sections of this Quarterly Report on Form 10-Q contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. In addition, we may make other written and oral communications from time to time that contain such statements. Forward-looking statements include statements as to industry trends and our future expectations and other matters that do not relate strictly to historical facts. These statements are often identified by the use of words such as “anticipates,” “believes,” “could,” “continue,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “seeks,” “should,” “targets,” “will,” “would” and similar expressions or variations. These statements are based on management's beliefs and assumptions as of the date of this Quarterly Report on Form 10-Q, based on information currently available to us. Such forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from future results expressed or implied by such forward-looking statements. Important factors that could cause actual results to differ materially from the forward-looking statements include, among others, the risks described in the section entitled “Risk Factors” in this Quarterly Report on Form 10-Q, our Quarterly Report on Form 10-Q for the fiscal quarter ended March 30, 2018 filed with the SEC on May 3, 2018, our Quarterly Report on Form 10-Q for the fiscal quarter ended December 29, 2017 filed with the SEC on February 7, 2018 and our Annual Report on Form 10-K for the fiscal year ended September 29, 2017 filed with the SEC on November 15, 2017. We caution the reader to carefully consider such factors. Furthermore, such forward-looking statements speak only as of the date of this Quarterly Report on Form 10-Q. Except as required by law, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date of such statements.
Overview
We are a leading provider of high-performance analog semiconductor solutions that enable next-generation Internet applications, the cloud connected apps economy and the modern, networked battlefield across the radio frequency ("RF"), microwave, millimeterwave and lightwave spectrum. Our technology enables next-generation radars for air traffic control and weather forecasting, as well as mission success on the modern networked battlefield. We help our customers, including some of the world’s leading communications infrastructure and aerospace and defense companies, solve complex challenges in areas including network capacity, signal coverage, energy efficiency and field reliability, utilizing our best-in-class team and broad portfolio of analog RF, microwave, millimeterwave and photonic semiconductor solutions.
We design and manufacture differentiated, high-value products for customers who demand high performance, quality and reliability. We offer a broad portfolio of over 5,000 standard and custom devices, which include integrated circuits ("IC"), multi-chip modules ("MCM"), power pallets and transistors, diodes, amplifiers, switches and switch limiters, passive and active components and complete subsystems, across more than 60 product lines serving over 6,500 end customers in three primary markets. Our semiconductor products are electronic components that our customers incorporate into their larger electronic systems, such as, point-to-point wireless backhaul radios, high density networks, active antenna arrays, radar, magnetic resonance imaging systems ("MRI") and unmanned aerial vehicles ("UAVs"). Our primary markets are: Telecom, which includes carrier infrastructure, wired broadband and cellular backhaul and cellular infrastructure; Datacenter, which includes optical and photonic components and solutions for Cloud service provider and enterprise applications; and Industrial and Defense ("I&D"), which includes military and commercial radar, RF jammers, electronic countermeasures and communication data links; and multi-market components spanning industrial, medical, test and measurement and scientific applications.
Description of Our Revenue
Revenue. Substantially all of our revenue is derived from sales of high-performance RF, microwave, millimeterwave and lightwave semiconductor solutions. We design, integrate, manufacture and package differentiated product solutions that we sell to customers through our direct sales organization, our network of independent sales representatives and our distributors.
We believe the primary drivers of our future revenue growth will include:
•
engaging early with our lead customers to develop products and solutions that can be driven across multiple growth markets;
•
leveraging our core strength and leadership position in standard, catalog products that service all of our end applications;
•
increasing content of our semiconductor solutions in our customers’ systems through cross-selling of our more than 60 product lines;

25


•
introducing new products through internal development and acquisitions with market reception that command higher prices based on the application of advanced technologies, added features, higher levels of integration and improved performance; and
•
continued growth in the market for high-performance analog and optical semiconductors in our three primary markets in particular.
Our core strategy is to develop and innovate high-performance products that address our customers’ most difficult technical challenges in our primary markets: Telecom, Datacenter and I&D. While sales in any or all of our primary markets may slow or decline from period to period, over the long-term we generally expect to benefit from strength in these markets.
We expect our revenue in the Telecom market to be primarily driven by continued upgrades and expansion of communications equipment to support the proliferation of mobile computing devices such as smartphones and tablets, increasing adoption of bandwidth rich services such as video on demand and cloud computing. We expect our Datacenter market to be driven by the rapid adoption of cloud-based services and the migration to an application centric architecture, which we expect will drive adoption of higher speed, 100G and higher speed optical and photonic wireless links.
We expect our revenue in the I&D market to be driven by the upgrading of radar systems and modern battlefield communications equipment and networks designed to improve situational awareness. Growth in this market is subject to changes in governmental programs and budget funding, which is difficult to predict. We expect revenue in this market to be further supported by growth in applications for our multi-purpose catalog products.
Critical Accounting Policies and Estimates
Our discussion and analysis of our financial condition and results of operations are based on our consolidated financial statements. The preparation of financial statements, in conformity with generally accepted accounting principles in the U.S. (“GAAP”), requires management to make estimates and judgments that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. By their nature, these estimates and judgments are subject to an inherent degree of uncertainty and could be material if our actual or expected experience were to change unexpectedly. On an ongoing basis, we re-evaluate our estimates and judgments.
We base our estimates and judgments on our historical experience and on other assumptions that we believe are reasonable under the circumstances, the results of which form the basis for making the judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates and material effects on our operating results and financial position may result. The accounting policies which our management believes involve the most significant application of judgment or involve complex estimation, are inventories and associated reserves; goodwill and intangible asset valuations and associated impairment assessments; revenue reserves; restructuring reserves; deferred tax valuation allowances; contingent consideration valuations and share-based compensation valuations.
For additional information related to these and other accounting policies refer to Note 2 - Summary of Significant Accounting Policies to our Consolidated Financial Statements included in Item 8 of Part II, “Financial Statements and Supplementary Data,” of our 2017 Annual Report on Form 10-K for the fiscal year ended September 29, 2017.

26


Results of Operations
The following table sets forth, for the periods indicated, our statements of operations data (in thousands):
 
Three Months Ended
 
Nine Months Ended
 
June 29,
2018
 
June 30,
2017
 
June 29,
2018
 
June 30,
2017
Revenue
$
137,872

 
$
194,555

 
$
419,210

 
$
532,391

Cost of revenue (1) (4) (8)
89,703

 
101,926

 
244,486

 
292,403

Gross profit
$
48,169

 
$
92,629

 
$
174,724

 
$
239,988

Operating expenses:
 
 
 
 
 
 
 
Research and development (1)
48,240

 
38,729

 
131,487

 
108,588

Selling, general and administrative (1) (2) (5) (7)
42,471

 
46,666

 
119,393

 
145,488

Impairment charges (8)
—

 
—

 
6,575

 
—

Restructuring charges
102

 
586

 
6,302

 
2,342

Total operating expenses
$
90,813

 
$
85,981

 
$
263,757

 
$
256,418

(Loss) income from operations
$
(42,644
)
 
$
6,648

 
$
(89,033
)
 
$
(16,430
)
Other (expense) income
 
 
 
 
 
 
 
Warrant liability (expense) gain (3)
(6,728
)
 
(9,085
)
 
24,895

 
(16,481
)
Interest expense
(8,039
)
 
(7,178
)
 
(23,249
)
 
(21,902
)
Other expense (9)
(37,281
)
 
(1,139
)
 
(41,413
)
 
(2,042
)
Total other expense, net
$
(52,048
)
 
$
(17,402
)
 
$
(39,767
)
 
$
(40,425
)
Loss before income taxes
(94,692
)
 
(10,754
)
 
(128,800
)
 
(56,855
)
Income tax (benefit) expense
(9,482
)
 
3,223

 
(11,153
)
 
93,559

Loss from continuing operations
$
(85,210
)
 
$
(13,977
)
 
$
(117,647
)
 
$
(150,414
)
Loss from discontinued operations (6) (7)
(220
)
 
(13,700
)
 
(5,837
)
 
(8,358
)
Net loss
$
(85,430
)
 
$
(27,677
)
 
$
(123,484
)
 
$
(158,772
)
(1)
Includes (a) Amortization expense related to intangible assets arising from acquisitions and (b) Share-based compensation expense included in our consolidated statements of operations as set forth below (in thousands):
 
Three Months Ended
 
Nine Months Ended
 
June 29,
2018
 
June 30,
2017
 
June 29,
2018
 
June 30,
2017
(a) Intangible amortization expense:
 
 
 
 
 
 
 
Cost of revenue
$
8,594

 
$
8,416

 
$
24,913

 
$
21,694

Selling, general and administrative
13,081

 
10,833

 
35,827

 
24,463

(b) Share-based compensation expense:
 
 
 
 
 
 
 
Cost of revenue
$
1,019

 
$
846

 
$
2,881

 
$
2,245

Research and development
3,785

 
3,006

 
10,422

 
7,677

Selling, general and administrative
3,950

 
6,083

 
10,792

 
17,744


(2) Includes acquisition and transaction related costs of $0.1 million and $10.9 million associated with the AppliedMicro Acquisition during the three and nine months ended June 30, 2017, respectively.
(3) Represents changes in the fair value of common stock warrants recorded as liabilities and adjusted each reporting period to fair value.
(4) Includes acquisition fair market value inventory step-up related expenses of $0.2 million for the nine months ended June 29, 2018 associated with the Picometrix Acquisition, and $12.6 million and $44.0 million for the three and nine months ended June 30, 2017, respectively, primarily associated with the AppliedMicro Acquisition.
(5) Includes specific litigation costs of $1.0 million and $2.5 million incurred in the three and nine months ended June 29, 2018, respectively, and $0.6 million and $1.6 million incurred in the three and nine months ended June 30, 2017, respectively, primarily related to the GaN lawsuit. See Note 13 - Commitments and Contingencies to our Consolidated Financial Statements in this Quarterly Report on Form 10-Q for additional information.
(6) For additional information related to this item refer to Note 3 - Divested Business and Discontinued Operations to our Consolidated Financial Statements in this Quarterly Report on Form 10-Q.

27


(7)
Includes change in control payments of $21.3 million for the nine months ended June 30, 2017, of which $12.0 million was recorded as selling, general and administrative expenses and $9.3 million was recorded as discontinued operations.
(8) Includes impairment and inventory charges of $6.6 million and $2.5 million, respectively, incurred in the three months ended March 30, 2018, related to property and equipment, other assets and inventory designated for future use with ZTE, as well as inventory charges of $16.2 million associated with certain production and product line exits during the three months ended June 29, 2018.
(9) Includes $3.1 million and $7.2 million of losses for the three and nine months ended June 29, 2018, respectively, associated with our investment in Compute based on our proportionate share of the losses of Compute, as well as a $34.0 million loss on disposal of the LR4 business.

The following table sets forth, for the periods indicated, our statements of operations data expressed as a percentage of our revenue: 
 
Three Months Ended
 
Nine Months Ended
 
June 29,
2018
 
June 30,
2017
 
June 29,
2018
 
June 30,
2017
Revenue
100.0
 %
 
100.0
 %
 
100.0
 %
 
100.0
 %
Cost of revenue
65.1

 
52.4

 
58.3

 
54.9

Gross profit
34.9

 
47.6

 
41.7

 
45.1

Operating expenses:
 
 
 
 
 
 
 
Research and development
35.0

 
19.9

 
31.4

 
20.4

Selling, general and administrative
30.8

 
24.0

 
28.5

 
27.3

Impairment charges
—

 
0.0

 
1.6

 
0.0

Restructuring charges
0.1

 
0.3

 
1.5

 
0.4

Total operating expenses
65.9

 
44.2

 
62.9

 
48.2

(Loss) income from operations
(30.9
)
 
3.4

 
(21.2
)
 
(3.1
)
Other (expense) income
 
 
 
 
 
 
 
Warrant liability (expense) gain
(4.9
)
 
(4.7
)
 
5.9

 
(3.1
)
Interest expense
(5.8
)
 
(3.7
)
 
(5.5
)
 
(4.1
)
Other expense
(27.0
)
 
(0.6
)
 
(9.9
)
 
(0.4
)
Total other expense, net
(37.8
)
 
(8.9
)
 
(9.5
)
 
(7.6
)
Loss before income taxes
(68.7
)
 
(5.5
)
 
(30.7
)
 
(10.7
)
Income tax (benefit) expense
(6.9
)
 
1.7

 
(2.7
)
 
17.6

Loss from continuing operations
(61.8
)
 
(7.2
)
 
(28.1
)
 
(28.3
)
Loss from discontinued operations
(0.2
)
 
(7.0
)
 
(1.4
)
 
(1.6
)
Net loss
(62.0
)%
 
(14.2
)%
 
(29.5
)%
 
(29.8
)%
Comparison of the Three and Nine Months Ended June 29, 2018 to the Three and Nine Months Ended June 30, 2017
Revenue. Our revenue decreased by $56.7 million, or 29.1%, to $137.9 million for the three months ended June 29, 2018, from $194.6 million for the three months ended June 30, 2017, and our revenue decreased $113.2 million, or 21.3%, to $419.2 million for the nine months ended June 29, 2018. The decrease in revenue in the three and nine months ended June 29, 2018 is further described by end market in the following paragraphs.
We have historically reported our revenue by reference to three primary markets: Networks, Aerospace and Defense ("A&D") and Multi-market. Given the recent increase in the size of the Networks market relative to other markets, and our increased focus on Cloud Data Center applications, beginning in our fiscal year 2018 we are reporting our revenue by reference to the following three primary markets: I&D (roughly corresponding to the former A&D and Multi-market combined), Datacenter and Telecom.

28


Revenue from our primary markets, the percentage of change between the periods presented, and revenue by primary markets expressed as a percentage of total revenue in the periods presented were (in thousands, except percentages):
 
 
Three Months Ended
 
 
 
 
Nine Months Ended
 
 
 
 
June 29,
2018
 
 
June 30,
2017
 
%
Change
 
 
June 29,
2018
 
 
June 30,
2017
 
%
Change
Telecom
$
50,562
 
$
92,356
 
(45.3
)%
 
$
169,947
 
$
274,283
 
(38.0
)%
Datacenter
 
38,911
 
 
57,774
 
(32.6
)%
 
 
116,269
 
 
125,132
 
(7.1
)%
Industrial & Defense
 
48,399
 
 
44,425
 
8.9
 %
 
 
132,994
 
 
132,976
 
—
 %
Total
$
137,872
 
$
194,555
 
(29.1
)%
 
$
419,210
 
$
532,391
 
(21.3
)%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Telecom
 
36.7
%
 
 
47.5
%
 
 
 
 
40.5
%
 
 
51.5
%
 
 
Datacenter
 
28.2
%
 
 
29.7
%
 
 
 
 
27.7
%
 
 
23.5
%
 
 
Industrial & Defense
 
35.1
%
 
 
22.8
%
 
 
 
 
31.7
%
 
 
25.0
%
 
 
Total
 
100.0
%
 
 
100.0
%
 
 
 
 
100.0
%
 
 
100.0
%
 
 
In the three and nine months ended June 29, 2018, our Telecom revenues decreased by $41.8 million, or 45.3%, and $104.3 million, or 38.0%, respectively, compared to the three and nine months ended June 30, 2017. The decrease was primarily due to lower sales of carrier-based optical semiconductor products to our Asia customer base, lower sales of products targeting fiber to the home applications and the May 2018 sale of our LR4 business, partially offset by revenue from sales of products acquired in recent acquisitions.
In the three and nine months ended June 29, 2018, our Datacenter market revenue decreased by $18.9 million, or 32.6%, and decreased by $8.9 million, or 7.1%, respectively, compared to the three and nine months ended June 30, 2017. The decrease in the three and nine months ended June 29, 2018 was primarily due to decreased revenue from sales of legacy optical products and lasers.
In the three months ended June 29, 2018, our I&D market revenue increased by $4.0 million, or 8.9%, compared to the three months ended June 30, 2017. For the nine months ended June 29, 2018, our I&D market revenue was unchanged compared to the three months ended June 30, 2017. The increase in the three months ended June 29, 2018 was primarily related to higher revenue from sales across the product portfolio.
Gross profit. Gross margin was 34.9% and 41.7% for the three and nine months ended June 29, 2018, respectively, and 47.6% and 45.1% for the three and nine months ended June 30, 2017, respectively. Gross profit was $48.2 million and $174.7 million for the three and nine months ended June 29, 2018, respectively, and $92.6 million and $240.0 million for the three and nine months ended June 30, 2017, respectively. Gross profit during the three and nine months ended June 29, 2018 was impacted by lower fiscal year 2018 revenue, ZTE-related inventory charges, production and product line exit costs of $16.2 million and depreciation and amortization primarily associated with the AppliedMicro Acquisition, partially offset by lower acquisition related inventory fair market value step up expense recorded during fiscal year 2017.
Research and development. Research and development expense increased by $9.5 million, or 24.6%, to $48.2 million, or 35.0% of our revenue, for the three months ended June 29, 2018, compared with $38.7 million, or 19.9% of our revenue, for the three months ended June 30, 2017. Research and development expense increased by $22.9 million, or 21.1%, to $131.5 million, or 31.4% of our revenue, for the nine months ended June 29, 2018, compared with $108.6 million, or 20.4% of our revenue, for the nine months ended June 30, 2017. Research and development expense has increased in the fiscal 2018 period primarily as a result of higher AppliedMicro-related compensation costs, share-based compensation and depreciation, as well as increased Datacenter-related initiatives.
Selling, general and administrative. Selling, general and administrative expense decreased by $4.2 million, or 9.0%, to $42.5 million, or 30.8% of our revenue, for the three months ended June 29, 2018, compared with $46.7 million, or 24.0% of our revenue, for the three months ended June 30, 2017. Selling, general and administrative expense decreased by $26.1 million, or 17.9%, to $119.4 million, or 28.5% of our revenue, for the nine months ended June 29, 2018, compared with $145.5 million, or 27.3% of our revenue, for the nine months ended June 30, 2017. Selling, general and administrative expenses decreased in the fiscal 2018 periods primarily due to no fiscal year 2018 AppliedMicro change in control payments, lower acquisition-related transaction expenses, lower integration costs and lower share-based compensation costs, partially offset by higher intangible amortization and acquisition-related compensation.
Impairment charges. Impairment charges totaled $6.6 million for the nine months ended June 29, 2018, compared to no impairment charges in each of the three and nine months ended June 30, 2017. The increase in impairment charges during the nine months ended June 29, 2018 was primarily related to the impairment of property and equipment and other assets designated for future use with ZTE.

29


Restructuring charges. Restructuring charges totaled $0.1 million and $0.6 million for the three months ended June 29, 2018 and June 30, 2017, respectively, and $6.3 million and $2.3 million for the nine months ended June 29, 2018 and June 30, 2017, respectively. The increase in restructuring charges during the first nine months of fiscal year 2018 was primarily related to the completion of our exit of facilities in Long Beach, California, Belfast, the United Kingdom and Sydney, Australia. We expect to incur additional restructuring costs associated with additional restructuring actions associated with the exit of certain production and product lines of approximately $4.9 million to $6.2 million during the remainder of calendar year 2018 as we complete these restructuring actions.
Warrant liability. Our warrant liability resulted in an expense of $6.7 million and a gain of $24.9 million for the three and nine months ended June 29, 2018, respectively, compared to an expense of $9.1 million and an expense of $16.5 million for the three and nine months ended June 30, 2017, respectively. The differences between periods were primarily driven by changes in the estimated fair value of common stock warrants we issued in December 2010, driven by the change in the underlying price of our common stock, which is recorded as a liability at fair value.
Provision for income taxes. Income tax benefit was $9.5 million for the three months ended June 29, 2018, compared to an expense of $3.2 million for the three months ended June 30, 2017. Income tax benefit was $11.2 million for the nine months ended June 29, 2018, compared to an expense of $93.6 million for the nine months ended June 30, 2017. The income tax benefit for the three and nine months ended June 29, 2018 resulted primarily from the partial release of our unrecognized tax benefits and discrete adjustments to our U.S. deferred tax liability. The income tax expense for the three and nine months ended June 30, 2017 was primarily driven by the establishment of a valuation allowance against our U.S. deferred tax assets.
The difference between the U.S. federal statutory income tax rate of 35% and our effective income tax rate for the three and nine months ended June 30, 2017, was primarily driven by the establishment of a valuation allowance against our U.S. deferred tax assets. For the fiscal year ending September 28, 2018, our blended U.S. federal income tax rate is expected to be 24.5%. The difference between the U.S. federal statutory income tax rate of 24.5% and our effective income tax rate for the three and nine months ended June 29, 2018 was primarily driven by a full valuation allowance against any benefit associated with U.S. losses and income taxed in foreign jurisdictions at generally lower tax rates. For additional information refer to Note 16 - Income Taxes in this Quarterly Report on Form 10-Q.
Liquidity and Capital Resources
The following table summarizes our cash flow activities for the nine months ended June 29, 2018 and June 30, 2017, respectively (in thousands):
 
 
June 29, 2018
 
June 30, 2017
Cash and cash equivalents, beginning of period
 
$
130,104

 
$
332,977

Net cash provided by operating activities
 
11,216

 
48,689

Net cash used in investing activities
 
(53,647
)
 
(290,436
)
Net cash (used in) provided by financing activities
 
(2,446
)
 
76,551

Foreign currency effect on cash
 
41

 
(175
)
Cash and cash equivalents, end of period
 
$
85,268

 
$
167,606

Cash Flow from Operating Activities:
Our cash flow from operating activities for the nine months ended June 29, 2018 of $11.2 million consisted of a net loss of $123.5 million, plus changes in operating assets and liabilities of $11.4 million less adjustments to reconcile our net loss to cash provided by operating activities of $123.3 million. Adjustments to reconcile our net loss to cash provided by operating activities primarily included depreciation and intangible amortization expense of $83.7 million, share-based compensation expense of $24.1 million, loss on disposition of business of $34.0 million and impairment charges of $9.1 million, partially offset by a warrant liability gain of $24.9 million, a change in deferred taxes of $8.5 million and a change in the net value of assets and liabilities held for sale of $6.3 million. In addition, cash provided by operating assets and liabilities was $11.4 million for the nine months ended June 29, 2018, primarily driven by a decrease in accounts receivable of $34.8 million, partially offset by increases in inventory of $1.6 million, decreases in accounts payable of $11.0 million and decreases in accrued and other liabilities of $2.0 million. During the third fiscal quarter we entered into an agreement with a customer, under which we may earn revenue for providing design reference documents, providing production know how and achieving contingent obligations primarily associated with reaching certain unit production volumes. As of June 29, 2018, we recorded a $7.0 million increase to accounts receivable and an increase to deferred revenue associated with this agreement.
Our cash flow from operating activities for the nine months ended June 30, 2017 of $48.7 million consisted of a net loss of $158.8 million, plus adjustments to reconcile our net loss to cash provided by operating activities of $229.6 million less changes

30


in operating assets and liabilities of $22.1 million. Adjustments to reconcile our net loss to cash provided by operating activities of $229.6 million primarily included $87.6 million of deferred tax adjustments, depreciation and intangible amortization expense of $65.8 million, $44.0 million of amortization of the step-up of acquired inventory, share-based incentive compensation expense of $27.7 million and warrant liability expense of $16.5 million, partially offset by income from discontinued operations of $23.6 million. In addition, cash used by operating assets and liabilities was $22.1 million for the nine months ended June 30, 2017, primarily driven by an increase in accounts receivable of $12.8 million and decreases in accrued and other liabilities of $17.8 million, partially offset by decreases in inventory of $8.0 million.
Cash Flow from Investing Activities:
Our cash flow used in investing activities for the nine months ended June 29, 2018 consisted primarily of purchases of $99.4 million of short-term investments, capital expenditures of $39.4 million and a $5.0 million equity investment in a privately held company, partially offset by proceeds of $85.4 million related to the sale of short-term investments and $5.0 million from the sale of the LR4 business.
Our cash flow used by investing activities for the nine months ended June 30, 2017 consisted primarily of $231.7 million of net cash for the AppliedMicro Acquisition, purchases of $90.5 million of short-term investments and capital expenditures of $24.5 million, partially offset by proceeds of $32.4 million related to the sale of short-term investments and $23.6 million associated with the Automotive business discontinued operations, including $18.0 million of indemnification escrow and $5.6 million related to the Consulting Agreement.
Cash Flow from Financing Activities:
During the nine months ended June 29, 2018, our cash used in financing activities of $2.4 million was primarily related to $6.7 million in purchases of stock associated with employee tax withholdings and $5.2 million of payments on notes payable, partially offset by $6.9 million of proceeds from stock option exercises and employee stock purchases and $4.0 million of proceeds from the sale of our corporate headquarters facility.
During the nine months ended June 30, 2017, our cash provided by financing activities of $76.6 million was primarily related to $96.6 million of proceeds from notes payable, $8.2 million of proceeds from stock option exercises and employee stock purchases and $4.3 million of proceeds from the sale of our corporate headquarters facility, partially offset by $18.1 million in purchases of stock associated with employee tax withholdings, $9.1 million of financing costs paid and $3.0 million of payments on notes payable.
Liquidity
As of June 29, 2018, we held $85.3 million of cash and cash equivalents, primarily deposited with financial institutions. The undistributed earnings of our foreign subsidiaries are indefinitely reinvested and we do not intend to repatriate such earnings. We believe the decision to reinvest these earnings will not have a significant impact on our liquidity. As of June 29, 2018, cash held by our foreign subsidiaries was $33.7 million, which, along with cash generated from foreign operations, is expected to be used in the support of international growth and working capital requirements as well as the repayment of certain intercompany loans. As of June 29, 2018, we also held $97.7 million of liquid short-term investments, and had $160.0 million in borrowing capacity under our Revolving Facility.
We plan to use our remaining available cash and cash equivalents, short-term investments, and as deemed appropriate our borrowing capacity under our Revolving Facility for general corporate purposes, including working capital, or for the acquisition of or investment in complementary technologies, design teams, products and businesses. We believe that our cash and cash equivalents, short-term investments, cash generated from operations, and borrowing availability under our revolving credit facility will be sufficient to meet our working capital requirements for at least the next 12 months. We may need to raise additional capital from time to time through the issuance and sale of equity or debt securities, and there is no assurance that we will be able do so on favorable terms or at all.
For additional information related to our Liquidity and Debt, see Note 8 - Debt to our Consolidated Financial Statements included in this Quarterly Report on Form 10-Q.
Recent Accounting Pronouncements
See Note 1 - Summary of Significant Accounting Policies to our Consolidated Financial Statements in this Quarterly Report on Form 10-Q for information about recent accounting pronouncements.
Off-Balance Sheet Arrangements
We did not have any off-balance sheet arrangements as of June 29, 2018.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to market risk in the ordinary course of business, which consists primarily of interest rate risk associated with our cash and cash equivalents, short-term investments and our variable rate debt, as well as foreign exchange rate risk. In addition, the value of our warrant liability is based on the underlying price of our common stock and changes in its value could significantly impact our warrant liability expense.
Interest rate risk. The primary objectives of our investment activity are to preserve principal, provide liquidity and invest excess cash for an average rate of return. To minimize market risk, we maintain our portfolio in cash and diversified investments, which may consist of corporate and agency bonds, bank deposits, money market funds and commercial paper. Certain interest rates are variable and fluctuate with current market conditions. The risk associated with fluctuating interest rates is limited to this investment portfolio. We believe that a 10% change in interest rates would not have a material impact on our financial position or results of operations. We do not enter into financial instruments for trading or speculative purposes.
 Our exposure to interest rate risk also relates to the increase or decrease in the amount of interest expense we must pay on the outstanding debt under the Credit Agreement. The interest rates on our term loans and revolving credit facility are variable interest rates based on our lender’s prime rate or a LIBOR rate, in each case plus an applicable margin, which exposes us to market interest rate risk when we have outstanding borrowings under the Credit Agreement. As of June 29, 2018, we had $681.6 million of outstanding borrowings under the Credit Agreement. Assuming our outstanding debt remains constant under the Credit Agreement for an entire year and the applicable annual interest rate increases or decreases by 1%, our annual interest expense would increase or decrease by $6.8 million.
Foreign currency risk. To date, our international customer agreements have been denominated primarily in U.S. dollars. Accordingly, we have limited exposure to foreign currency exchange rates. The foreign operations of one of our subsidiaries located in Japan have transactions which are predominately denominated in Japanese Yen. The functional currency of a majority of our foreign operations continues to be in U.S. dollars with the remaining operations being local currency. Increases in the value of the U.S. dollar relative to other currencies could make our products more expensive, which could negatively impact demand in certain regions. Conversely, decreases in the value of the U.S. dollar relative to other currencies could result in our products being more expensive to certain customers and could reduce or delay orders, or otherwise negatively affect how they do business with us. The effects of exchange rate fluctuations on the net assets of the majority of our operations are accounted for as transaction gains or losses. We believe that a change of 10% in such foreign currency exchange rates would not have a material impact on our financial position or results of operations. In the future, we may enter into foreign currency exchange hedging contracts to reduce our exposure to changes in exchange rates.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
As of the end of the period covered by this Quarterly Report on Form 10-Q, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) were effective as of June 29, 2018.
Changes in Internal Control over Financial Reporting
There were no changes to our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that occurred during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Limitations on Controls
Our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving the desired control objectives. Our management recognizes that any control system, no matter how well designed and operated, is based upon certain judgments and assumptions and cannot provide absolute assurance that its objectives will be met. Similarly, an evaluation of controls cannot provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been detected.

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PART II—OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
See Note 13 - Commitments and Contingencies to our Consolidated Financial Statements in this Quarterly Report on Form 10-Q for information about our legal proceedings.
ITEM 1A. RISK FACTORS
Our business involves a high degree of risk. In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the factors discussed below, the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended September 29, 2017 and the factors discussed in Part II, "Item 1A. Risk Factors" in our Quarterly Report on Form 10-Q for the fiscal quarter ended December 29, 2017 filed with the SEC on February 7, 2018 and in our Quarterly Report on Form 10-Q for the fiscal quarter ended March 30, 2018 filed with the SEC on May 3, 2018, which could materially affect our business, financial condition or future results. As of the date of this Quarterly Report on Form 10-Q, there have been no material changes in any of the risk factors described in our Annual Report on Form 10-K for the fiscal year ended September 29, 2017, except as discussed in Part II, "Item 1A. Risk Factors" in our Quarterly Report on Form 10-Q for the fiscal quarter ended December 29, 2017 and in our Quarterly Report on Form 10-Q for the fiscal quarter ended March 30, 2018, or as noted below.
Our business and operations could suffer in the event of a security breach, cybersecurity incident or disruption of our information technology systems.
We increasingly rely on sophisticated information technology systems throughout our company to keep financial records and business data, employee data, process orders, manage inventory, coordinate shipments to customers, maintain confidential and proprietary information, assist in semiconductor engineering and other technical activities and operate other critical functions such as internet connectivity, network communications and email. We also manage and store various proprietary information and sensitive confidential data related to our business, employees and operations. We maintain a system of controls over the physical security of our facilities. However, our physical facilities and our information technology systems may be susceptible to damage, disruptions or shutdowns due to power outages, hardware failures, telecommunication failures, user errors, catastrophes or other unforeseen events. If we fail to maintain the integrity of our systems or data or if we experience a prolonged disruption in the information technology systems that involve our internal communications or our interactions with customers or suppliers, it could result in the loss of sales and customers and significant incremental costs, which could adversely and materially affect our business.
We may also be subject to security breaches caused by human error, inadequate or outdated software or tools, computer viruses or ransomware, illegal break-ins or hacking, sabotage, misappropriation or acts of vandalism by employees or third parties. Cyber attacks and attempts by others to gain unauthorized access to our information technology systems are becoming more frequent and sophisticated and may be successful. These attempts, which might be related to industrial or other espionage, include covertly introducing malware to our computers and networks, exploiting vulnerabilities in our network infrastructure, or impersonating authorized users, among others. We seek to detect, contain and investigate all security incidents and to prevent their recurrence, but in some cases, we might be unaware of an incident or its magnitude and effects. The theft, unauthorized use or publication of our intellectual property and/or confidential business information of us or third parties could harm our competitive position, reduce the value of our investment in research and development and other strategic initiatives or otherwise adversely affect our business and reputation. To the extent that any security breach impacts the operation of our products in the field or results in inappropriate disclosure of third party confidential information, we may incur liability, governmental sanctions, reputational damage or impaired business relationships as a result, which could harm our business. While we expect to continually invest in additional resources and services to bolster the security of our information technology systems, no amount of investment will eliminate these risks entirely.
We are subject to risks from our international sales and operations.
 We have operations in Europe and Asia, and customers around the world. As a result, we are subject to regulatory, geopolitical and other risks associated with doing business outside the U.S. Global operations involve inherent risks, including currency controls, currency exchange rate fluctuations, new or potential international trade agreements, tariffs, required import and export licenses, associated delays and other related international trade restrictions and regulations. Further, there is a risk that language barriers, cultural differences and other factors associated with our international operations may make them more difficult to manage effectively.
The legal system in many of the regions where we conduct business can lack transparency in certain respects relative to that of the U.S. and can accord local government authorities a higher degree of control and discretion over business than is customary in the U.S. This makes the process of obtaining necessary regulatory approvals and maintaining compliance inherently more difficult and unpredictable. In addition, the protection accorded to proprietary technology and know-how under these legal systems

33


may not be as strong as in the U.S., and, as a result, we may lose valuable trade secrets and competitive advantages. The cost of doing business in European jurisdictions can also be higher than in the U.S. due to exchange rates, local collective bargaining regimes and local legal requirements and norms regarding employee benefits and employer-employee relations, in particular. We are also subject to U.S. legal requirements related to our foreign operations, including the Foreign Corrupt Practices Act. Sales to customers located outside the U.S. accounted for 62.1% of our revenue for the fiscal year ended September 29, 2017. 
Sales to customers located in the Asia Pacific region typically account for a substantial majority of our overall sales to customers located outside the U.S. We expect that revenue from international sales generally, and sales to the Asia Pacific region specifically, will continue to be a material part of our total revenue. Therefore, any financial crisis, trade negotiations or disputes or other major event causing business disruption in international jurisdictions generally, and China and the Asia Pacific region in particular, could negatively affect our future revenues and results of operations. For example, in fiscal year 2017, we experienced decreased demand in China for our products targeting 2.5 Gigabit passive optical networks ("PON"), metro/long-haul optical network deployments and other carrier-side applications, as carriers began migrating from 2.5 Gigabit to 10 Gigabit PON and the pace of provincial network deployments in China slowed. Further, in 2016 the Bureau of Industry and Security (the "BIS") temporarily blocked exports of U.S. products to Chinese telecommunications original equipment manufacturer ("OEM") ZTE, and issued an administrative subpoena to the largest such manufacturer, Huawei, which accounted for 15% of our revenue for fiscal year 2016, and which could possibly lead to similar restrictions in the future. More recently, in April 2018, the BIS again blocked exports of U.S. products to ZTE, and news reports surfaced of a potential criminal investigation by the U.S. Department of Justice of Huawei regarding possible violations of U.S. sanctions related to Iran.  A U.S. ban on exports to one or more large OEM customers could materially reduce our revenue and reduce the value of an investment in our common stock. Because the majority of our foreign sales are denominated in U.S. dollars, our products become less price-competitive in countries with currencies that are low or are declining in value against the U.S. dollar. Also, we cannot be sure that our international customers will continue to accept orders denominated in U.S. dollars. If they do not, our reported revenue and earnings will become more directly subject to foreign exchange fluctuations. Some of our customer purchase orders and agreements are governed by foreign laws, which may differ significantly from U.S. laws. As a result, we may be limited in our ability to enforce our rights under such agreements and to collect amounts owed to us.
The majority of our assembly, packaging and test vendors are located in Asia. We generally do business with our foreign assemblers in U.S. dollars. Our manufacturing costs could increase in countries with currencies that are increasing in value against the U.S. dollar. Also, our international manufacturing suppliers may not continue to accept orders denominated in U.S. dollars. If they do not, our costs will become more directly subject to foreign exchange fluctuations. From time to time, we may attempt to hedge our exposure to foreign currency risk by buying currency contracts or otherwise, and any such efforts involve expense and associated risk that the currencies involved may not behave as we expect and we may lose money on such hedging strategies or not properly hedge our risk.
In addition, if terrorist activity, armed conflict, civil, economic or military unrest, natural disasters, embargoes or other economic sanctions or political instability occurs in the U.S. or other locations, such events may disrupt our manufacturing, assembly, logistics, security and communications, and could also result in reduced demand for our products. We have in the past and, may again in the future, experience difficulties relating to employees traveling in and out of countries facing civil unrest or political instability and with obtaining travel visas for our employees. Major health pandemics could also adversely affect our business and our customer order patterns. We could also be affected if labor issues disrupt our transportation arrangements or those of our customers or suppliers. There can be no assurance that we can mitigate all identified risks with reasonable effort. The occurrence of any of these events could have a material adverse effect on our operating results.
We may sell one or more of our product lines, from time to time, as a result of our evaluation of our products and markets, and any such divestiture could adversely affect our continuing business.
We periodically evaluate our various product lines and may, as a result, consider the divestiture or wind down of one or more of those product lines. For example, in August 2015, we sold our Automotive business based on our belief that it was not consistent with our long-term strategic vision from a growth and profitability perspective. In October 2017, we sold the Compute business that we had acquired through the AppliedMicro Acquisition, as the products were not complementary to our product portfolio and did not strategically align with our long-term focus. More recently, in May 2018, we sold certain capital equipment, inventory and other assets associated with our long-range optical subassembly product line that we had acquired through our December 2015 acquisition of FiBest Limited.
Divestitures have inherent risks, including the inability to find potential buyers with favorable terms, the expense of selling the product line, the possibility that any anticipated sale will be delayed or will not occur, the potential impact on our cash flows and results of operations, the potential delay or failure to realize the perceived strategic or financial merits of the divestment, difficulties in the separation of operations, services, information technology, products and personnel, potential loss of customers or employees, exposure to unanticipated liabilities, unexpected costs associated with such separation, diversion of management’s

34


attention from other business concerns and potential post-closing claims for alleged breaches of related agreements, indemnification or other disputes.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Issuer Purchases of Equity Securities
The following table presents information with respect to purchases of common stock we made during the fiscal quarter ended June 29, 2018. 
Period
Total Number of Shares (or Units) Purchased (1)
 
Average Price Paid per Share (or Unit)
 
Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs
 
Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
March 31, 2018 - April 27, 2018
—

 
$
—

 
—

 
—

April 28, 2018 - May 25, 2018
111,630

 
23.04

 
—

 
—

May 26, 2018 - June 29, 2018
10,682

 
23.80

 
—

 
—

Total
122,312

 
$
23.11

 
—

 
—

(1)
We employ “withhold to cover” as a tax payment method for vesting of restricted stock awards for our employees, pursuant to which, we withheld from employees the shares noted in the table above to cover tax withholding related to the vesting of their awards. The average prices listed in the above table are averages of the fair market prices at which we valued shares withheld for purposes of calculating the number of shares to be withheld.

35


ITEM 5. OTHER INFORMATION
Information in response to this Item is incorporated herein by reference from Note 20 - Subsequent Events, to our Consolidated Financial Statements in this Quarterly Report on Form 10-Q.


36


ITEM 6. EXHIBITS
Exhibit
Number
Description
2.1
2.2
3.1
3.2
4.1
10.1
10.2
31.1
31.2
32.1
101.INS
XBRL Instance Document
101.SCH
XBRL Taxonomy Schema Document
101.CAL
XBRL Taxonomy Calculation Linkbase Document
101.DEF
XBRL Taxonomy Definition Linkbase Document
101.LAB
XBRL Taxonomy Label Linkbase Document
101.PRE
XBRL Taxonomy Presentation Linkbase Document
 
 
*     Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant will furnish copies of any such schedules to the U.S. Securities and Exchange Commission upon request.




37


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Quarterly Report on Form 10-Q to be signed on its behalf by the undersigned thereunto duly authorized.
 
MACOM TECHNOLOGY SOLUTIONS HOLDINGS, INC.
 
 
 
Dated: August 1, 2018
By:
/s/ John Croteau
 
 
John Croteau
 
 
President and Chief Executive Officer
(Principal Executive Officer)
 
 
 
Dated: August 1, 2018
By:
/s/ Robert J. McMullan
 
 
Robert J. McMullan
 
 
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)

exhibit101
EXECUTION VERSION AMENDMENT NO. 8 TO CREDIT AGREEMENT THIS AMENDMENT NO. 8 TO CREDIT AGREEMENT, dated as of May 2, 2018 (this “Amendment”), by and among MACOM TECHNOLOGY SOLUTIONS HOLDINGS, INC. (f/k/a M/A- COM Technology Solutions Holdings, Inc.), a Delaware corporation (the “Borrower”), GOLDMAN SACHS BANK USA (“GS”), as administrative agent (in such capacity, the “Administrative Agent”), Swing Line Lender and an L/C Issuer, the other L/C Issuer signatory hereto, the Extending Revolving Credit Lenders (as defined below) and the Lenders constituting Required Revolving Credit Lenders (capitalized terms used but not defined herein having the meanings provided in the Credit Agreement referred to below). RECITALS: WHEREAS, reference is hereby made to that certain Credit Agreement, dated as of May 8, 2014 (as amended by (i) that certain Incremental Amendment, dated as of February 13, 2015, (ii) that certain Incremental Term Loan Amendment, dated as of August 31, 2016, (iii) that certain Second Incremental Amendment, dated as of March 10, 2017, (iv) that certain Amendment No. 4 to Credit Agreement, dated as of March 10, 2017, (v) that certain Refinancing Amendment, dated as of March 10, 2017, (vi) that certain Second Refinancing Amendment, dated as of May 19, 2017 and (vii) that certain Second Incremental Term Loan Amendment, dated as of May 19, 2017, collectively, the “Credit Agreement,” and, as amended by this Amendment, the “Amended Credit Agreement”), among the Borrower, each Lender from time to time party thereto and GS as the Administrative Agent, the Collateral Agent, the Swing Line Lender and an L/C Issuer; WHEREAS, Section 2.18 of the Credit Agreement permits the Borrower to request that Lenders under any Existing Revolving Credit Loan Facility (each such Lender as of the date hereof, immediately prior to the Eighth Amendment Effective Date (as defined below), an “Existing Lender”) extend the scheduled final maturity date with respect to all or a portion of their Existing Revolving Credit Commitments (as defined below) by converting all or a portion of such Existing Revolving Credit Commitments into Extended Revolving Credit Commitments pursuant to the procedures described therein; WHEREAS, in accordance with such procedures, the Borrower has requested that each Existing Lender extend the scheduled final maturity of its Revolving Credit Commitments (the “Existing Revolving Credit Commitments”), such extension to be effected by converting the Existing Revolving Credit Commitments of such Existing Lender into Extended Revolving Credit Commitments subject to the terms and conditions set forth herein; WHEREAS, each Existing Lender party hereto agrees, subject to the terms and conditions set forth herein, to convert the amount of the Existing Revolving Credit Commitments held by such Existing Lender and specified on its Revolving Credit Extension Election in the form attached hereto as Exhibit A (a “Revolving Credit Extension Election”) into Extended Revolving Credit Commitments (each such Existing Lender with respect to its Existing Revolving Credit Commitments so converted, an “Extending Revolving Credit Lender” and, collectively, the “Extending Revolving Credit Lenders”); WHEREAS, Section 2.18(c) of the Credit Agreement permits, subject to the limitations set forth therein, (i) the Borrower, the Administrative Agent, each Extending Revolving Credit Lender, the Swing Line Lender and each applicable L/C Issuer to enter into an Extension Amendment without the consent of any Lender other than the Extending Revolving Credit Lenders to reflect the existence and terms of the Extended Revolving Credit Commitments incurred pursuant to such Extension Amendment 1994182-NYCSR07A - MSW

 
(including changes and additional terms as agreed by the Extending Revolving Credit Lenders and permitted under Section 2.18(a) of the Credit Agreement) and (ii) any such Extension Amendment to effect such other amendments to the Credit Agreement as may be necessary or appropriate to effect the amendments referred to or contemplated by clause (i) above; WHEREAS, pursuant to Section 10.01 of the Credit Agreement, the Borrower, the Administrative Agent and the Revolving Credit Lenders party hereto, who shall on the Eighth Amendment Effective Date constitute the Required Revolving Credit Lenders, agree to certain additional amendments to the Credit Agreement as set forth herein; NOW, THEREFORE, in consideration of the premises and agreements, provisions and covenants herein contained, the parties hereto agree as follows: SECTION 1. Extension Amendment. Subject to the satisfaction of the conditions set forth in Section 4 hereof: (a) Each Extending Revolving Credit Lender that executes and delivers a Revolving Credit Extension Election hereby (i) agrees that posting of a draft of this Amendment for review by the Existing Lenders shall constitute an Extension Request and confirms receipt of such Extension Request; (ii) consents to the terms of this Amendment; (iii) irrevocably offers for conversion into a Revolving Credit Loan Extension Series on the terms and conditions set forth herein in the amount of the Existing Revolving Credit Commitments held by such Extending Revolving Credit Lender and specified on its Revolving Credit Extension Election; and (iv) agrees that the amount of the Existing Revolving Credit Commitments held by such Extending Revolving Credit Lender and specified on its Revolving Credit Extension Election shall be converted into Extended Revolving Credit Commitments as of the Eighth Amendment Effective Date pursuant to the provisions of Section 2.18 of the Credit Agreement and consents to all of the amendments set forth in Sections 2 and 3 hereof below. (b) If the Revolving Credit Commitment of a Revolving Credit Lender is not extended, then such Non-Extending Revolving Credit Lender shall continue to be obliged to make its proportion of Revolving Credit Loans, Swing Line Loans and L/C Advances available to the Borrower on and prior to the Maturity Date applicable to its Non-Extended Revolving Credit Commitment and on such Maturity Date, (i) the Non-Extended Revolving Credit Commitment of such Non-Extending Revolving Credit Lender shall be automatically terminated and any Revolving Credit Loans then owing to such Non- Extending Revolving Credit Lender shall be repaid in full together with accrued and unpaid interest thereto and all other amounts owing under the Credit Agreement to such Non-Extending Revolving Credit Lender; and (ii) the aggregate amount of Revolving Credit Commitments shall be deemed to be reduced by the amount of such terminated Non-Extended Revolving Credit Commitment. (c) It is hereby agreed that this Amendment shall be deemed to be an “Extension Amendment”, the Revolving Credit Commitments shall be deemed to be an “Existing Revolving Credit Loan Facility” and “Existing Revolving Credit Commitments”, the Revolving Credit Loans under the Extended Revolving Credit Commitments shall be deemed to be “Extended Revolving Credit Loans” and the Extended Revolving Credit Commitments shall be deemed to be “Extended Revolving Credit Commitments” and a “Revolving Credit Loan Extension Series”, in each case, under and as defined in the Credit Agreement for all purposes of the Credit Agreement. (d) Each L/C Issuer party hereto and each Extending Revolving Credit Lender hereby agrees that, notwithstanding the extension of the Existing Revolving Credit Commitments, the Letters of Credit outstanding on the Eighth Amendment Effective Date (without giving effect to this Amendment) shall remain outstanding, and each such Extending Revolving Credit Lender further agrees 2 1994182-NYCSR07A - MSW

 
that it shall be bound by the applicable provisions of Section 2.03 of the Credit Agreement in respect thereof. SECTION 2. Amendments to Article I of the Credit Agreement. Article I of the Credit Agreement is hereby amended as follows: (a) Section 1.01 of the Credit Agreement is hereby amended by adding the following new definition in the appropriate alphabetical order: ““Eighth Amendment” means Amendment No. 8 to Credit Agreement, dated as of May 2, 2018, by and among the Borrower, the Administrative Agent, the Extending Revolving Credit Lenders (as defined therein), the Required Revolving Credit Lenders, the Swing Line Lender and the L/C Issuers.” (b) Section 1.01 of the Credit Agreement is hereby amended by amending and restating the definition of “Maturity Date” in its entirety to read as follows: ““Maturity Date” means (i) with respect to the Revolving Credit Commitments and Swing Line Loans that have not been extended pursuant to Section 2.18, the date that is five (5) years after the Closing Date (the “Original Revolving Credit Maturity Date”), (ii) with respect to the Initial Term Loans that have not been extended pursuant to Section 2.17, the date that is seven (7) years after the Second Refinancing Amendment Effective Date (the “Original Term Loan Maturity Date”), (iii) with respect to any Extended Term Loans of a given Term Loan Extension Series, the final maturity date as specified in the applicable Extension Amendment accepted by the respective Lender or Lenders, (iv) with respect to any Extended Revolving Credit Commitments of a given Revolving Credit Loan Extension Series, the final maturity date as specified in the applicable Extension Amendment accepted by the respective Lender or Lenders, (v) with respect to those Extended Revolving Credit Commitments converted pursuant to the terms of the Eighth Amendment and the Revolving Credit Loan Extension Series thereunder, November 8, 2021, (vi) with respect to any Refinancing Term Loans, Refinancing Revolving Credit Commitments or Refinancing Revolving Credit Loans, the final maturity date as specified in the applicable Refinancing Amendment, (vii) with respect to any New Term Loan, New Revolving Credit Commitments or New Revolving Credit Loans, the final maturity date as specified in the applicable Incremental Amendment and (viii) with respect to Replacement Term Loans, the final maturity date as specified in the applicable amendment to this Agreement in respect of such Replacement Term Loans; provided, in each case, that if such day is not a Business Day, the applicable Maturity Date shall be the Business Day immediately preceding such day.” SECTION 3. Ancillary Amendments to Extension Amendment. Subject to the satisfaction of the conditions set forth in Section 4 hereof, the following amendments to the Credit Agreement shall be in effect on and from the Eighth Amendment Effective Date and remain in effect until the occurrence of the Financial Covenant Compliance Date (as defined below). Upon the occurrence of the Financial Covenant Compliance Date, the amendments in this Section 3 shall no longer be in effect and, except with respect to the amendments to the Credit Agreement in Sections 1 and 2 above, the terms of the Credit Agreement shall revert to those as in effect immediately prior to the Eighth Amendment Effective Date. 3 1994182-NYCSR07A - MSW

 
(a) From the Eighth Amendment Effective Date until the Financial Covenant Compliance Date, Section 7.11 of the Credit Agreement is hereby amended and restated in its entirety to read as follows: “(a) Subject to Section 7.11(b), on any Compliance Date, permit the Total Net Leverage Ratio as of such Compliance Date to be greater than 4.50:1.00. (b) Notwithstanding anything in Section 7.11(a) above, if and for so long as the Borrower and its Restricted Subsidiaries fail to satisfy either of the conditions set forth in clauses (i) and (ii) of Section 7.11(c) (the “Financial Covenant Conditions”) (the occurrence of such event, a “Financial Covenant Event”), the Borrower shall not, on any Compliance Date occurring on and after the occurrence and during the continuation of a Financial Covenant Event, permit the Total Net Leverage Ratio as of such Compliance Date to be greater than 2.00:1.00. (c) It is understood and agreed that: (i) On and after the Eighth Amendment Effective Date, it shall be a Financial Covenant Condition that the Borrower not, nor shall the Borrower permit any Restricted Subsidiary to, have made any Investment on or after the Eighth Amendment Effective Date in reliance on Section 7.02(ff), unless, at the time of the earlier of the date on which such Investment was made and the date on which the definitive agreement governing the relevant Investment containing a legally binding commitment to make such Investment was made, the Borrower was in compliance with a Total Net Leverage Ratio of equal to or less than 3.00:1.00 (calculated on a Pro Forma Basis) as of the last day of the most recently ended Test Period on or prior to the date of determination. (ii) On and after the Eighth Amendment Effective Date, it shall be a Financial Covenant Condition that the Borrower not, nor shall the Borrower permit any Restricted Subsidiary to, have declared or made, directly or indirectly, on or after the Eighth Amendment Effective Date, any Restricted Payment in reliance on Section 7.06(i) unless, immediately prior to such declaration and payment, the Total Net Leverage Ratio (calculated on a Pro Forma Basis) as of the last day of the most recently ended Test Period on or prior to the date of determination was equal to or less than 3.00:1.00. (d) For the avoidance of doubt, (i) failure to satisfy any Financial Covenant Condition shall have no effect other than a Financial Covenant Event subject to and as described in Section 7.11(b) and (ii) the Financial Covenant Conditions shall only be in effect until the Financial Covenant Compliance Date. (e) As used in this Section 7.11: “Eighth Amendment Effective Date” means May 2, 2018. “Financial Covenant Compliance Date” means, at any time after the Eighth Amendment Effective Date, the last day of the most recent period of two consecutive fiscal quarters of the Borrower ended on or prior to such time in respect of which financial statements for each quarter or fiscal year in such period have been or are required to be delivered pursuant to Section 6.01(a) or 4 1994182-NYCSR07A - MSW

 
(b), as applicable, on which the Total Net Leverage Ratio at the end of each of such fiscal quarters was less than 4.00:1:00. (f) The provisions of this Section 7.11 are for the benefit of the Revolving Credit Lenders only and the Required Revolving Credit Lenders may (a) amend, waive or otherwise modify this Section 7.11 or the defined terms used solely for purposes of this Section 7.11 or (b) waive any Default resulting from a breach of this Section 7.11, in each case under the foregoing clauses (a) and (b), without the consent of any Lenders other than the Required Revolving Credit Lenders in accordance with the provisions of Section 10.01.” SECTION 4. Conditions to Effectiveness. This Amendment and the obligations of each Extending Revolving Credit Lender hereunder shall become effective on the date hereof (such date, the “Eighth Amendment Effective Date”) upon satisfaction (or, with respect to Sections 4(a)(ii), (v) and (vi) only, waiver by the Administrative Agent) of each of the following conditions: (a) The Administrative Agent shall have received the following, each of which shall be originals, facsimiles or copies in .pdf form by electronic mail (followed promptly by originals): (i) the Borrower’s executed counterpart signature page to this Amendment; (ii) each Guarantor’s executed counterpart signature page to the acknowledgment attached to this Amendment; (iii) an executed counterpart signature page to this Amendment by each (A) Required Revolving Credit Lender, (B) Swing Line Lender and (C) L/C Issuer; (iv) an executed Revolving Credit Extension Election by each Extending Revolving Credit Lender; (v) a customary opinion from Ropes & Gray LLP, counsel to the Loan Parties; (vi) such certificates of good standing or status (to the extent that such concepts exist) from the applicable secretary of state (or equivalent authority) of the jurisdiction of organization of each Loan Party, a certificate of customary resolutions or other customary action of each Loan Party, a customary certificate of a Responsible Officer of each Loan Party and an incumbency certificate of each Loan Party evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents to which such Loan Party is a party or is to be a party on the Eighth Amendment Effective Date; and (vii) copies of recent Uniform Commercial Code, tax and intellectual property Lien searches and copies of judgment searches, in each case, in each jurisdiction reasonably requested by the Administrative Agent in respect of the Loan Parties. (b) Immediately before and immediately after giving effect to this Amendment, no Event of Default shall exist. (c) Immediately before and immediately after giving effect to this Amendment, the representations and warranties of the Borrower and each other Loan Party contained in Article V of the Credit Agreement or in any other Loan Document shall be true and correct in all material respects; 5 1994182-NYCSR07A - MSW

 
provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that, any representation or warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects. (d) The Administrative Agent shall have received payment of all expenses required to be paid or reimbursed by any Loan Party under or in connection with this Amendment, including those expenses set forth in Section 11 hereof, in each case, to the extent invoiced in reasonable detail prior to the date hereof. (e) The Borrower shall have paid to the Administrative Agent, for the account of each Extending Revolving Credit Lender, an extension fee equal to 0.20% of such Extending Revolving Credit Lender's Extended Revolving Credit Commitment on the Eighth Amendment Effective Date, payable in full on, and subject to the occurrence of, the Eighth Amendment Effective Date. (f) The Administrative Agent shall have received a certificate, dated the Eighth Amendment Effective Date and signed by a Responsible Officer of the Borrower, confirming satisfaction of the conditions set forth in Sections 4(b) and (c) of this Amendment. Other than the conditions set forth in this Section 4 and in Section 2.18(c) of the Credit Agreement, there are no other conditions (express or implied) to the Eighth Amendment Effective Date. SECTION 5. Representations and Warranties. Each of the Loan Parties represents and warrants to the Administrative Agent and the Lenders party hereto that this Amendment has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against such Loan Party in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. SECTION 6. Counterparts. This Amendment may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Amendment by facsimile transmission or other electronic imaging means (including in .pdf format) shall be effective as delivery of a manually executed counterpart of this Amendment. SECTION 7. Governing Law and Waiver of Right to Trial by Jury. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. The jurisdiction and waiver of right to trial by jury provisions in Sections 10.15 and 10.16 of the Credit Agreement are incorporated herein by reference mutatis mutandis. SECTION 8. Headings. The headings of this Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof. SECTION 9. Reaffirmation. (a) The Borrower hereby expressly acknowledges the terms of this Amendment and acknowledges that the Extended Revolving Credit Commitments constitute Obligations under the Amended Credit Agreement, and reaffirms, as of the date hereof, (i) the covenants and agreements contained in each Loan Document to which it is a party, as in effect immediately after giving effect to this Amendment and the transactions contemplated hereby, and (ii) 6 1994182-NYCSR07A - MSW

 
its grant of Liens on the Collateral to secure the Obligations pursuant to the Collateral Documents to which it is a party. (b) Each Guarantor, by signing the acknowledgment attached to this Amendment, in its capacity as a Guarantor under the Guaranty to which it is a party, acknowledges and agrees that the Extended Revolving Credit Commitments constitute Obligations under the Amended Credit Agreement and that the guarantee contained in the Guaranty is, and shall remain, in full force and effect immediately after giving effect to this Amendment and reaffirms, as of the date hereof, (i) the covenants and agreements contained in each Loan Document to which it is a party, as in effect immediately after giving effect to this Amendment and the transactions contemplated hereby, and (ii) its grant of Liens on the Collateral to secure the Obligations pursuant to the Collateral Documents to which it is a party. SECTION 10. Effect of Amendment; References to the Credit Agreement; Miscellaneous. Except as expressly set forth herein, this Amendment (a) shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders or the Agents under the Credit Agreement or any other Loan Document, and (b) shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other provision of the Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect as amended by this Amendment (as applicable). All references to the Credit Agreement in any document, instrument, agreement, or writing shall from and after the Eighth Amendment Effective Date be deemed to refer to the Amended Credit Agreement, and, as used in the Amended Credit Agreement, the terms “Agreement,” “herein,” “hereafter,” “hereunder,” “hereto” and words of similar import shall mean, from and after the Eighth Amendment Effective Date, the Amended Credit Agreement. SECTION 11. Expenses. The Borrower agrees to reimburse the Administrative Agent for its reasonable out-of-pocket expenses in connection with this Amendment to the extent required under Section 10.04 of the Amended Credit Agreement. [Signature Pages Follow] 7 1994182-NYCSR07A - MSW

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
exhibit102
EXECUTION VERSION AMENDMENT NO. 9 TO CREDIT AGREEMENT THIS AMENDMENT NO. 9 TO CREDIT AGREEMENT, dated as of May 9, 2018 (this “Amendment”), by and among MACOM TECHNOLOGY SOLUTIONS HOLDINGS, INC. (f/k/a M/A- COM Technology Solutions Holdings, Inc.), a Delaware corporation (the “Borrower”), GOLDMAN SACHS BANK USA (“GS”), as administrative agent (in such capacity, the “Administrative Agent”), Swing Line Lender and an L/C Issuer, the Extending Revolving Credit Lender (as defined below) and the Lenders constituting Required Revolving Credit Lenders (capitalized terms used but not defined herein having the meanings provided in the Credit Agreement referred to below). RECITALS: WHEREAS, reference is hereby made to that certain Credit Agreement, dated as of May 8, 2014 (as amended by (i) that certain Incremental Amendment, dated as of February 13, 2015, (ii) that certain Incremental Term Loan Amendment, dated as of August 31, 2016, (iii) that certain Second Incremental Amendment, dated as of March 10, 2017, (iv) that certain Amendment No. 4 to Credit Agreement, dated as of March 10, 2017, (v) that certain Refinancing Amendment, dated as of March 10, 2017, (vi) that certain Second Refinancing Amendment, dated as of May 19, 2017, (vii) that certain Second Incremental Term Loan Amendment, dated as of May 19, 2017, and (viii) that certain Amendment No. 8 to Credit Agreement (the “Extension Amendment”), dated as of May 2, 2018, collectively, the “Credit Agreement,” and, as amended by this Amendment, the “Amended Credit Agreement”), among the Borrower, each Lender from time to time party thereto and GS as the Administrative Agent, the Collateral Agent, the Swing Line Lender and an L/C Issuer; WHEREAS, Section 2.18 of the Credit Agreement permits the Borrower to request that Lenders under any Existing Revolving Credit Loan Facility (each such Lender as of the date hereof, immediately prior to the Ninth Amendment Effective Date (as defined below), an “Existing Lender”) extend the scheduled final maturity date with respect to all or a portion of their Existing Revolving Credit Commitments (as defined below) by converting all or a portion of such Existing Revolving Credit Commitments into a New Extended Revolving Credit Commitment (as defined below) pursuant to the procedures described therein; WHEREAS, in accordance with such procedures, the Borrower has requested that the Existing Lender, holding a Revolving Credit Commitment with a scheduled final maturity of May 8, 2019, extend the scheduled final maturity of such Revolving Credit Commitment (the “Existing Revolving Credit Commitment”), such extension to be effected by converting the Existing Revolving Credit Commitment of such Existing Lender into a New Extended Revolving Credit Commitment, subject to the terms and conditions set forth herein; WHEREAS, the Existing Lender party hereto, as the Extended Revolving Credit Lender (as defined below), agrees, subject to the terms and conditions set forth herein, to convert the amount of its Existing Revolving Credit Commitment and specified on its Revolving Credit Extension Election in the form attached hereto as Exhibit A (a “Revolving Credit Extension Election”) into a New Extended Revolving Credit Commitment (such Existing Lender with respect to its Existing Revolving Credit Commitment so converted, the “Extending Revolving Credit Lender”); WHEREAS, Section 2.18(e) of the Credit Agreement permits, subject to the limitations set forth therein, at any time following the establishment of a Revolving Credit Loan Extension Series, the Borrower to offer any Lender of a relevant Existing Revolving Credit Loan Facility who failed to make a Revolving Credit Extension Election in respect of all or a portion of its Revolving Credit Commitments on or prior to the date specified in a prior Extension Request relating to such Revolving 1997166-NYCSR07A - MSW

 
Credit Loan Extension Series, the right to convert all or any portion of its Revolving Credit Commitments (and related extensions of credit) under the respective Existing Revolving Credit Loan Facility into Extended Revolving Credit Commitments (and related extensions of credit) under such Revolving Credit Loan Extension Series; provided that (i) such offer and any related acceptance shall be on identical terms (subject to limited exceptions set forth in Section 2.18(e) of the Credit Agreement) to those offered to the Lenders who agreed to convert their Revolving Credit Commitments under the Existing Revolving Credit Loan Facility into Extended Revolving Credit Commitments pursuant to the respective Extension Request and (ii) any Lender which agrees to an extension pursuant to Section 2.18(e) of the Credit Agreement shall enter into a joinder agreement to the respective Extension Amendment in form and substance reasonably satisfactory to the Administrative Agent and the Borrower and executed by such Lender, the Administrative Agent and the Borrower; WHEREAS, pursuant to Section 10.01 of the Credit Agreement, the Borrower, the Administrative Agent and the Revolving Credit Lenders party hereto, who shall on the Ninth Amendment Effective Date constitute the Required Revolving Credit Lenders, agree to certain additional amendments to the Credit Agreement as set forth herein; NOW, THEREFORE, in consideration of the premises and agreements, provisions and covenants herein contained, the parties hereto agree as follows: SECTION 1. Joinder Agreement. Subject to the satisfaction of the conditions set forth in Section 4 hereof: (a) The Extending Revolving Credit Lender by its execution and delivery of a Revolving Credit Extension Election hereby (i) agrees that posting of a draft of this Amendment for its review shall constitute an offer by the Borrower for the Extending Revolving Credit Lender to convert all of its Existing Revolving Credit Commitments into Extended Revolving Credit Commitments; (ii) accepts such offer and consents to the terms of the Existing Revolving Credit Loan Extension Series, the Extension Amendment and this Amendment; and (iii) agrees that the amount of its Existing Revolving Credit Commitment and specified on its Revolving Credit Extension Election shall be converted into a New Extended Revolving Credit Commitment as of the Ninth Amendment Effective Date pursuant to the provisions of Section 2.18 of the Credit Agreement and consents to all of the amendments set forth in Sections 2 and 3 hereof below. (b) It is hereby agreed that this Amendment shall be deemed to be a “joinder agreement” to the Extension Amendment with respect to the Extending Revolving Credit Lender’s Extended Revolving Credit Commitments. It is hereby agreed that the existing Revolving Credit Commitment converted hereby shall be deemed to be an “Existing Revolving Credit Loan Facility” and an “Existing Revolving Credit Commitment”, the Revolving Credit Loans under the New Extended Revolving Credit Commitment shall be deemed to be “Extended Revolving Credit Loans”, and the New Extended Revolving Credit Commitment shall be deemed to be an “Extended Revolving Credit Commitment” and a portion of a “Revolving Credit Loan Extension Series”, in each case, under and as defined in the Credit Agreement for all purposes of the Credit Agreement. For the purposes of this Amendment, (i) the “Existing Revolving Credit Loan Extension Series” shall mean the Revolving Credit Loan Extension Series established pursuant to the Extension Amendment and (ii) the “New Extended Revolving Credit Commitment” shall mean the Extended Revolving Credit Commitment of the Existing Lender party hereto which has been converted from its Existing Revolving Credit Commitment pursuant to the terms of this Amendment. For the avoidance of doubt, on and after the date hereof, (i) the New Extending Revolving Credit Commitments shall be deemed to be a portion of the Existing Revolving Credit Loan Extension Series and (ii) the Revolving Credit Commitments under the 2 1997166-NYCSR07A - MSW

 
Existing Revolving Credit Loan Extension Series shall be deemed to be increased by the amount of such New Extended Revolving Credit Commitment. SECTION 2. Amendments to Article I of the Credit Agreement. Article I of the Credit Agreement is hereby amended as follows: (a) Section 1.01 of the Credit Agreement is hereby amended by adding the following new definition in the appropriate alphabetical order: ““Ninth Amendment” means Amendment No. 9 to Credit Agreement, dated as of May 9, 2018, by and among the Borrower, GS, as the Administrative Agent, the Swing Line Lender and an L/C Issuer, the Extending Revolving Credit Lender (as defined therein) and the Required Revolving Credit Lenders.” (b) Section 1.01 of the Credit Agreement is hereby amended by amending and restating the definition of “Maturity Date” in its entirety to read as follows: ““Maturity Date” means (i) with respect to the Revolving Credit Commitments and Swing Line Loans that have not been extended pursuant to Section 2.18, the date that is five (5) years after the Closing Date (the “Original Revolving Credit Maturity Date”), (ii) with respect to the Initial Term Loans that have not been extended pursuant to Section 2.17, the date that is seven (7) years after the Second Refinancing Amendment Effective Date (the “Original Term Loan Maturity Date”), (iii) with respect to any Extended Term Loans of a given Term Loan Extension Series, the final maturity date as specified in the applicable Extension Amendment accepted by the respective Lender or Lenders, (iv) with respect to any Extended Revolving Credit Commitments of a given Revolving Credit Loan Extension Series, the final maturity date as specified in the applicable Extension Amendment accepted by the respective Lender or Lenders, (v) with respect to those Extended Revolving Credit Commitments converted pursuant to the terms of the Eighth Amendment and the Ninth Amendment and the Revolving Credit Loan Extension Series thereunder, November 8, 2021, (vi) with respect to any Refinancing Term Loans, Refinancing Revolving Credit Commitments or Refinancing Revolving Credit Loans, the final maturity date as specified in the applicable Refinancing Amendment, (vii) with respect to any New Term Loan, New Revolving Credit Commitments or New Revolving Credit Loans, the final maturity date as specified in the applicable Incremental Amendment and (viii) with respect to Replacement Term Loans, the final maturity date as specified in the applicable amendment to this Agreement in respect of such Replacement Term Loans; provided, in each case, that if such day is not a Business Day, the applicable Maturity Date shall be the Business Day immediately preceding such day.” SECTION 3. Ancillary Amendments to Extension Amendment. Subject to the satisfaction of the conditions set forth in Section 4 hereof, the following amendments to the Credit Agreement shall be in effect on and from the Ninth Amendment Effective Date and remain in effect until the occurrence of the Financial Covenant Compliance Date (as defined below). Upon the occurrence of the Financial Covenant Compliance Date, the amendments in this Section 3 shall no longer be in effect and, except with respect to the amendments to the Credit Agreement in Sections 1 and 2 above, the terms of the Credit Agreement shall revert to those as in effect immediately prior to the Eighth Amendment Effective Date. 3 1997166-NYCSR07A - MSW

 
(a) From the Ninth Amendment Effective Date until the Financial Covenant Compliance Date, Section 7.11 of the Credit Agreement is hereby amended and restated in its entirety to read as follows: “(a) Subject to Section 7.11(b), on any Compliance Date, permit the Total Net Leverage Ratio as of such Compliance Date to be greater than 4.50:1.00. (b) Notwithstanding anything in Section 7.11(a) above, if and for so long as the Borrower and its Restricted Subsidiaries fail to satisfy any of the conditions set forth in clauses (i), (ii) and (iii) of Section 7.11(c) (the “Financial Covenant Conditions”) (the occurrence of such event, a “Financial Covenant Event”), the Borrower shall not, on any Compliance Date occurring on and after the occurrence and during the continuation of a Financial Covenant Event, permit the Total Net Leverage Ratio as of such Compliance Date to be greater than 2.00:1.00. (c) It is understood and agreed that: (i) On and after the Eighth Amendment Effective Date, it shall be a Financial Covenant Condition that the Borrower not, nor shall the Borrower permit any Restricted Subsidiary to, have made any Investment on or after the Eighth Amendment Effective Date in reliance on Section 7.02(ff), unless, at the time of the earlier of the date on which such Investment was made and the date on which the definitive agreement governing the relevant Investment containing a legally binding commitment to make such Investment was made, the Borrower was in compliance with a Total Net Leverage Ratio of equal to or less than 3.00:1.00 (calculated on a Pro Forma Basis) as of the last day of the most recently ended Test Period on or prior to the date of determination. (ii) On and after the Eighth Amendment Effective Date, it shall be a Financial Covenant Condition that the Borrower not, nor shall the Borrower permit any Restricted Subsidiary to, have declared or made, directly or indirectly, on or after the Eighth Amendment Effective Date, any Restricted Payment in reliance on Section 7.06(i) unless, immediately prior to such declaration and payment, the Total Net Leverage Ratio (calculated on a Pro Forma Basis) as of the last day of the most recently ended Test Period on or prior to the date of determination was equal to or less than 3.00:1.00. (iii) On and after the Ninth Amendment Effective Date, it shall be a Financial Covenant Condition that the Borrower not, nor shall the Borrower permit any Restricted Subsidiary to have made, (x) any Investment on or after the Ninth Amendment Effective Date in reliance on Section 7.02(j), (y) any Restricted Payment on or after the Ninth Amendment Effective Date in reliance on Section 7.06(c) or (z) any prepayment, redemption, repurchase, defeasance, exchange, acquisition or retirement or other acquisition of Junior Financing on or after the Ninth Amendment Effective Date in reliance on clause (v) of Section 7.13(a), in each case in reliance on clause (a) of the definition of “Available Amount”. (d) For the avoidance of doubt, (i) failure to satisfy any Financial Covenant Condition shall have no effect other than a Financial Covenant Event subject to and as described in Section 7.11(b) and (ii) the Financial Covenant Conditions shall only be in effect until the Financial Covenant Compliance Date. 4 1997166-NYCSR07A - MSW

 
(e) As used in this Section 7.11: “Eighth Amendment Effective Date” means May 2, 2018. “Financial Covenant Compliance Date” means, at any time after the Eighth Amendment Effective Date, the last day of the most recent period of two consecutive fiscal quarters of the Borrower ended on or prior to such time in respect of which financial statements for each quarter or fiscal year in such period have been or are required to be delivered pursuant to Section 6.01(a) or (b), as applicable, on which the Total Net Leverage Ratio at the end of each of such fiscal quarters was less than 4.00:1:00. “Ninth Amendment Effective Date” means May 9, 2018. (f) The provisions of this Section 7.11 are for the benefit of the Revolving Credit Lenders only and the Required Revolving Credit Lenders may (a) amend, waive or otherwise modify this Section 7.11 or the defined terms used solely for purposes of this Section 7.11 or (b) waive any Default resulting from a breach of this Section 7.11, in each case under the foregoing clauses (a) and (b), without the consent of any Lenders other than the Required Revolving Credit Lenders in accordance with the provisions of Section 10.01.” SECTION 4. Conditions to Effectiveness. This Amendment and the obligations of the Extending Revolving Credit Lender hereunder shall become effective on the date hereof (such date, the “Ninth Amendment Effective Date”) upon satisfaction (or, with respect to Section 4(a)(ii) only, waiver by the Administrative Agent) of each of the following conditions: (a) The Administrative Agent shall have received the following, each of which shall be originals, facsimiles or copies in .pdf form by electronic mail (followed promptly by originals): (i) the Borrower’s executed counterpart signature page to this Amendment; (ii) each Guarantor’s executed counterpart signature page to the acknowledgment attached to this Amendment; (iii) an executed counterpart signature page to this Amendment by (A) the Required Revolving Credit Lenders, (B) the Swing Line Lender and (C) GS in its capacity as L/C Issuer; and (iv) an executed Revolving Credit Extension Election by the Extending Revolving Credit Lender. (b) Immediately before and immediately after giving effect to this Amendment, no Event of Default shall exist. (c) Immediately before and immediately after giving effect to this Amendment, the representations and warranties of the Borrower and each other Loan Party contained in Article V of the Credit Agreement or in any other Loan Document shall be true and correct in all material respects; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that, any 5 1997166-NYCSR07A - MSW

 
representation or warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects. (d) The Administrative Agent shall have received payment of all expenses required to be paid or reimbursed by any Loan Party under or in connection with this Amendment, including those expenses set forth in Section 11 hereof, in each case, to the extent invoiced in reasonable detail prior to the date hereof. (e) The Borrower shall have paid to the Administrative Agent, for the account of the Extending Revolving Credit Lender, an extension fee equal to 0.20% of its Extended Revolving Credit Commitment on the Ninth Amendment Effective Date, payable in full on, and subject to the occurrence of, the Ninth Amendment Effective Date. (f) The Administrative Agent shall have received a certificate, dated the Ninth Amendment Effective Date and signed by a Responsible Officer of the Borrower, confirming satisfaction of the conditions set forth in Sections 4(b) and (c) of this Amendment. Other than the conditions set forth in this Section 4 and in Section 2.18(e) of the Credit Agreement, there are no other conditions (express or implied) to the Ninth Amendment Effective Date. SECTION 5. Representations and Warranties. Each of the Loan Parties represents and warrants to the Administrative Agent and the Lenders party hereto that this Amendment has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against such Loan Party in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. SECTION 6. Counterparts. This Amendment may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Amendment by facsimile transmission or other electronic imaging means (including in .pdf format) shall be effective as delivery of a manually executed counterpart of this Amendment. SECTION 7. Governing Law and Waiver of Right to Trial by Jury. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. The jurisdiction and waiver of right to trial by jury provisions in Sections 10.15 and 10.16 of the Credit Agreement are incorporated herein by reference mutatis mutandis. SECTION 8. Headings. The headings of this Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof. SECTION 9. Reaffirmation. (a) The Borrower hereby expressly acknowledges the terms of this Amendment and acknowledges that the Extended Revolving Credit Commitment constitutes a part of the Obligations under the Amended Credit Agreement, and reaffirms, as of the date hereof, (i) the covenants and agreements contained in each Loan Document to which it is a party, as in effect immediately after giving effect to this Amendment and the transactions contemplated hereby, and (ii) its grant of Liens on the Collateral to secure the Obligations pursuant to the Collateral Documents to which it is a party. 6 1997166-NYCSR07A - MSW

 
(b) Each Guarantor, by signing the acknowledgment attached to this Amendment, in its capacity as a Guarantor under the Guaranty to which it is a party, acknowledges and agrees that the Extended Revolving Credit Commitment constitutes a part of the Obligations under the Amended Credit Agreement and that the guarantee contained in the Guaranty is, and shall remain, in full force and effect immediately after giving effect to this Amendment and reaffirms, as of the date hereof, (i) the covenants and agreements contained in each Loan Document to which it is a party, as in effect immediately after giving effect to this Amendment and the transactions contemplated hereby, and (ii) its grant of Liens on the Collateral to secure the Obligations pursuant to the Collateral Documents to which it is a party. SECTION 10. Effect of Amendment; References to the Credit Agreement; Miscellaneous. Except as expressly set forth herein, this Amendment (a) shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders or the Agents under the Credit Agreement or any other Loan Document, and (b) shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other provision of the Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect as amended by this Amendment (as applicable). All references to the Credit Agreement in any document, instrument, agreement, or writing shall from and after the Ninth Amendment Effective Date be deemed to refer to the Amended Credit Agreement, and, as used in the Amended Credit Agreement, the terms “Agreement,” “herein,” “hereafter,” “hereunder,” “hereto” and words of similar import shall mean, from and after the Ninth Amendment Effective Date, the Amended Credit Agreement. SECTION 11. Expenses. The Borrower agrees to reimburse the Administrative Agent for its reasonable out-of-pocket expenses in connection with this Amendment to the extent required under Section 10.04 of the Amended Credit Agreement. [Signature Pages Follow] 7 1997166-NYCSR07A - MSW

 

 
GOLDMAN SACHS BANK USA, as Administrative Agent, Swing Line Lender and L/C Issuer By: //~~ Name: Title: Gabriel 3acobson Authorized Signatory [Amendment No. 9 to Credit Agreement]

 
GOLDMAN SACHS BANK USA, as Required Revolving Credit Lender By: Name: Title: Gabriel ]acobson A~thorize~ Signatory [Amendment No. 9 to Credit Agreement]

 

 

 

 

 

 

 
9

 
Exhibit


Exhibit 31.1
CERTIFICATION OF THE PRESIDENT AND CEO PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, John Croteau, certify that:
1.
I have reviewed this Quarterly Report on Form 10-Q of MACOM Technology Solutions Holdings, Inc.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a–15(e) and 15d–15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the registrant and have:
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: August 1, 2018

By: /s/ John Croteau
John Croteau
President and Chief Executive Officer
(Principal Executive Officer)



Exhibit


Exhibit 31.2
CERTIFICATION OF THE CFO PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Robert J. McMullan, certify that:
1.
I have reviewed this Quarterly Report on Form 10-Q of MACOM Technology Solutions Holdings, Inc.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a–15(e) and 15d–15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the registrant and have:
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: August 1, 2018


By: /s/ Robert J. McMullan
Robert J. McMullan
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)


Exhibit


Exhibit 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of MACOM Technology Solutions Holdings, Inc. (the “Company”) on Form 10-Q for the quarter ended June 29, 2018 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), John Croteau, as President and Chief Executive Officer of the Company, and Robert J. McMullan, as Senior Vice President and Chief Financial Officer of the Company, each hereby certifies, pursuant to and solely for the purpose of 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company for the period covered by the Report.

Date: August 1, 2018

By: /s/ John Croteau
John Croteau
President and Chief Executive Officer
(Principal Executive Officer)

By: /s/ Robert J. McMullan
Robert J. McMullan
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)