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Document and Entity Information - shares	6 Months Ended
Document and Entity Information - shares	Mar. 30, 2012	May 01, 2012
Document and Entity Information [Abstract]
Entity Registrant Name	M/A-COM Technology Solutions Holdings, Inc.
Entity Central Index Key	0001493594
Document Type	10-Q
Document Period End Date	Mar. 30, 2012
Amendment Flag	false
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	Q2
Current Fiscal Year End Date	--09-30
Entity Filer Category	Non-accelerated Filer
Entity Common Stock, Shares Outstanding		45,326,075

Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Mar. 30, 2012	Sep. 30, 2011
Current assets:
Cash and cash equivalents	$ 74,743	$ 45,668
Accounts receivable, net	48,489	46,212
Inventories	49,788	52,480
Prepaid expenses and other current assets	3,842	3,574
Deferred income taxes	8,290	8,601
Total current assets	185,152	156,535
Property and equipment, net	29,570	25,364
Goodwill	3,990	3,990
Intangible assets, net	20,801	22,081
Other assets	2,246	3,298
TOTAL ASSETS	241,759	211,268
Current liabilities:
Accounts payable	22,040	20,549
Accrued liabilities	16,781	16,033
Income taxes payable	1,692	2,408
Deferred revenue	7,957	13,119
Current portion of contingent consideration	6,084	15,000
Total current liabilities	54,554	67,109
Contingent consideration, less current portion	3,340	10,502
Common stock warrant liability	16,725	10,736
Class B conversion liability		81,378
Other long-term liabilities	1,204	1,919
Deferred income taxes	304	2,443
Total liabilities	76,127	174,087
Class B redeemable convertible preferred stock		75,618
Series A-1 and A-2 convertible preferred stock		106,400
Commitments and contingencies (Note 9)
Stockholders' equity (deficit):
Common stock	45	2
Additional paid-in capital	344,321
Treasury stock	(330)
Accumulated other comprehensive loss	(165)	(181)
Accumulated deficit	(178,239)	(144,658)
Total stockholders' equity (deficit)	165,632	(144,837)
TOTAL LIABILITIES AND EQUITY (DEFICIT)	$ 241,759	$ 211,268

Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Mar. 30, 2012	Apr. 01, 2011	Mar. 30, 2012	Apr. 01, 2011
Condensed Consolidated Statements of Operations [Abstract]
Revenue	$ 77,480	$ 77,884	$ 150,515	$ 152,793
Cost of revenue	40,931	45,639	82,551	89,934
Gross profit	36,549	32,245	67,964	62,859
Operating expenses:
Research and development	8,773	8,356	18,664	16,070
Selling, general and administrative	11,040	12,556	22,318	24,793
Accretion of contingent consideration	(1,247)	198	(1,078)	295
Restructuring charges		357	1,586	739
Total operating expenses	18,566	21,467	41,490	41,897
Income from operations	17,983	10,778	26,474	20,962
Other expense:
Accretion of common stock warrant liability	7,447	2,950	5,989	2,950
Accretion of Class B conversion liability	57,739	17,420	44,119	17,420
Interest expense	203	87	384	615
Total other expense	65,389	20,457	50,492	20,985
Loss before income taxes	(47,406)	(9,679)	(24,018)	(23)
Income tax (provision) benefit	(6,155)	1,376	(7,501)	5
Net loss from continuing operations	(53,561)	(8,303)	(31,519)	(18)
Net loss from discontinued operations		(1,454)		(1,133)
Net loss	(53,561)	(9,757)	(31,519)	(1,151)
Accretion to redemption value of redeemable preferred stock and preferred stock dividends	(1,201)	(77,555)	(2,616)	(77,698)
Net loss attributable to common stockholders	$ (54,762)	$ (87,312)	$ (34,135)	$ (78,849)
Basic and diluted loss per common share:
Loss from continuing operations	$ (8.02)	$ (55.50)	$ (7.93)	$ (58.69)
Loss from discontinued operations		(0.94)		(0.86)
Net loss	$ (8.02)	$ (56.44)	$ (7.93)	$ (59.55)
Shares used to compute net loss per common share - basic and diluted	6,829	1,547	4,306	1,324

Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Mar. 30, 2012	Apr. 01, 2011	Mar. 30, 2012	Apr. 01, 2011
Condensed Consolidated Statements of Comprehensive Income (Loss) [Abstract]
Net loss	$ (53,561)	$ (9,757)	$ (31,519)	$ (1,151)
Foreign currency translation gain	49	58	16	22
Total comprehensive loss	$ (53,512)	$ (9,699)	$ (31,503)	$ (1,129)

- Definition

The change in equity [net assets] of a business enterprise during a period from transactions and other events and circumstances from non-owner sources which are attributable to the reporting entity. It includes all changes in equity during a period except those resulting from investments by owners and distributions to owners, but excludes any and all transactions which are directly or indirectly attributable to that ownership interest in subsidiary equity which is not attributable to the parent.

+ References

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-Publisher AICPA
-Name Accounting Research Bulletin (ARB)
-Number 51
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-Name Accounting Research Bulletin (ARB)
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-Appendix A

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+ Details

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

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-Name Emerging Issues Task Force (EITF)
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+ Details

- Definition

Adjustment that results from the process of translating subsidiary financial statements and foreign equity investments into the reporting currency of the reporting entity, net of tax.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
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-Name Statement of Financial Accounting Standard (FAS)
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+ Details

Condensed Consolidated Statement of Stockholders' Equity (Deficit) (Unaudited) - 6 months ended Mar. 30, 2012 - USD ($) shares in Thousands, $ in Thousands	Total	Common Stock	Treasury Stock	Accumulated Other Comprehensive Loss	Additional Paid-in Capital	Accumulated Deficit
Balance at Sep. 30, 2011	$ (144,837)	$ 2		$ (181)		$ (144,658)
Balance, shares at Sep. 30, 2011		1,747
Issuance of common stock upon initial public offering, net of costs incurred	93,686	$ 5			93,681
Issuance of common stock upon initial public offering, net of costs incurred, shares		5,556
Conversion of redeemable and convertible preferred stock and Class B conversion liability	310,132	$ 38			310,094
Conversion of redeemable and convertible preferred stock and Class B conversion liability, shares		37,677
Payment of Class B conversion preference	(60,000)				(60,000)
Issuance of common stock upon exercise of common stock options and other awards	104				104
Issuance of common stock upon exercise of common stock options and other awards, shares		116
Vesting of restricted common stock, shares		54
Repurchase of common stock	(330)		$ (330)
Repurchase of common stock, shares			24
Share-based and other incentive compensation	996				996
Accretion of redeemable convertible preferred stock	(2,616)				(554)	(2,062)
Foreign currency translation gain	16			16
Net loss	(31,519)					(31,519)
Balance at Mar. 30, 2012	$ 165,632	$ 45	$ (330)	$ (165)	$ 344,321	$ (178,239)
Balance, shares at Mar. 30, 2012		45,150	24

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	6 Months Ended
	Mar. 30, 2012	Apr. 01, 2011
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (31,519)	$ (1,151)
Adjustments to reconcile net loss to net cash from operating activities - net of effects from acquisition:
Accretion of common stock warrant liability	5,989	2,950
Accretion of Class B conversion liability	44,119	17,420
Accretion of asset retirement obligations	38	7
Depreciation and amortization	5,491	5,166
Gain on disposition of business, net		1,296
Accretion of contingent consideration	(1,078)	295
Amortization of acquired unfavorable lease	(108)	(122)
Deferred income taxes	(1,828)
Loss on disposal of property and equipment	28	460
Share-based and other noncash incentive compensation	996	777
Amortization of deferred financing costs	132	63
Change in operating assets and liabilities (net of assets acquired and liabilities assumed in acquisition):
Accounts receivable	(2,277)	(263)
Inventories	2,692	(7,924)
Prepaid expenses and other assets	(457)	(569)
Accounts payable	2,110	401
Accrued and other liabilities	(292)	(4,866)
Income taxes payable	(716)	(4,443)
Deferred revenue	(5,162)	1,088
Net cash from operating activities	18,158	10,585
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of assets		572
Purchases of property and equipment	(9,665)	(3,803)
Net cash from investing activities	(9,665)	(3,231)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from initial public offering, net of underwriters' discount	98,175
Payment of Class B preference	(60,000)
Financing and offering costs	(2,146)
Proceeds from stock option exercises	104	456
Payments on notes payable		(30,000)
Payments on capital leases		(411)
Proceeds from issuance of convertible preferred stock with warrants and conversion features		118,680
Repurchase of common stock	(330)
Payment of contingent consideration	(15,000)	(8,825)
Payment of dividends	(204)	(79,137)
Payments to Mimix Holdings, Inc. preferred and common stockholders	(17)
Net cash from financing activities	20,582	763
NET INCREASE IN CASH AND CASH EQUIVALENTS	29,075	8,117
CASH AND CASH EQUIVALENTS - Beginning of period	45,668	23,946
CASH AND CASH EQUIVALENTS - End of period	74,743	32,063
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid for interest	100	902
Cash paid for income taxes	$ 9,731	$ 4,572

Description of Business, Basis of Presentation and Accounting

6 Months Ended

Mar. 30, 2012

Description of Business, Basis of Presentation and Accounting [Abstract]

DISCRIPTION OF BUSINESS,BASIS OF PRESENTATION AND ACCOUNTING

1.	DESCRIPTION OF BUSINESS, BASIS OF PRESENTATION AND ACCOUNTING

Description of Business—M/A-COM Technology Solutions Holdings, Inc. (M/A-COM Holdings or the Company) was incorporated in Delaware on March 25, 2009. M/A-COM Holdings is a provider of high-performance analog semiconductor solutions for use in wireless and wireline applications across the radio frequency (RF), microwave and millimeterwave spectrum. Headquartered in Lowell, Massachusetts, M/A-COM Holdings has offices in North America, Europe, Asia and Australia.

The Company has one reportable operating segment which designs, develops, manufactures and markets semiconductors and modules.

Basis of Presentation—The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (GAAP) and applicable rules and regulations of the Securities and Exchange Commission (SEC) regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Therefore, these condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in the Company’s Prospectus filed with the SEC pursuant to Rule 424(b) under the Securities Act of 1933 with the SEC on March 15, 2012 (Prospectus) in connection with its initial public offering (IPO). The Company completed the IPO in March 2012.

The Company’s fiscal year ends on the Friday closest to the last day of September. For fiscal years in which there are 53 weeks, the fourth quarter reporting period includes 14 weeks. Fiscal year 2011 was 52 weeks in length. Fiscal year 2012 is 52 weeks in length.

In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, and cash flows for the interim periods, but are not necessarily indicative of the results of operations to be anticipated for the full year 2012.

In the second and third quarters of fiscal year 2011, the Company sold assets of non-core laser diode and ferrite business lines. The Company has segregated the operating results of the divested businesses from continuing operations for all periods presented.

The consolidated financial statements include the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated.

On March 8, 2012, the Company’s board of directors and stockholders approved a one-for-four reverse stock split of its common stock to take effect prior to the completion of its IPO. The reverse split became effective March 9, 2012. All share and per share information relating to the Company’s common stock in these consolidated financial statements give retroactive effect to the reverse stock split for all periods presented.

Use of Estimates—The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities during the reporting periods, the reported amounts of revenue and expenses during the reporting periods, and the disclosure of contingent assets and liabilities at the date of the financial statements. On an ongoing basis, the Company bases estimates and assumptions on historical experience, currently available information and various other factors that management believes to be reasonable under the circumstances. Actual results may differ materially from these estimates and assumptions. The accounting policies which our management believes involve the most significant application of judgment, or involve complex estimation include revenue recognition, inventory, warranty obligations, share-based compensation, income taxes and fair value measurements related to contingent consideration liabilities, common stock warrant liabilities and, through the completion of the IPO in March 2012, Class B conversion liabilities. Actual results could differ from those estimates, and material effects on our operating results and financial position may result.

Recent Accounting Standards—In April 2010, the Financial Accounting Standards Board, (FASB), issued Account Standards Update (ASU) 2010-17, “Milestone Method of Revenue Recognition,” which amends Accounting Standards Codification (ASC) Topic 605. ASU 2010-17 provides guidance for determining when the milestone method of revenue recognition is appropriate and how this method should be applied, and specifies related disclosure requirements. ASU 2010-17 became effective for the Company on October 1, 2011. The adoption of ASU 2010-17 did not have a material effect on the Company’s financial position or results of operations.

In December 2010, the FASB issued ASU 2010-29, “Disclosure of Supplementary Pro Forma Information for Business Combinations (a consensus of the FASB’s Emerging Issues Task Force).” ASU 2010-29 clarifies that when presenting comparative financial statements, an entity should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only, and expands the related disclosure requirements. ASU 2010-29 became effective for the Company on October 1, 2011, and will be applied to business combinations for which the acquisition date is subsequent to that date. The adoption of ASU 2010-29 did not have a material effect on the Company’s financial statements.

In December 2010, the FASB issued ASU 2010-28, “Intangibles — Goodwill and Other,” which amends ASC Topic 350. ASU 2010-28 modifies Step 1 of the goodwill impairment test for reporting units with zero or negative carrying amounts. For those reporting units, an entity is required to perform Step 2 of the goodwill impairment analysis if it is more likely than not that a goodwill impairment exists based on a qualitative assessment of adverse factors. ASU 2010-28 became effective for the Company on October 1, 2011 and did not have a material effect on the Company’s financial statements.

In May 2011, the FASB issued ASU 2011-04, “Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs,” which amends ASC Topic 820. The purpose of ASU 2011-04 is to clarify the intent about the application of existing fair value measurement and disclosure requirements and to change a particular principle or requirement for measuring fair value or for disclosing information about fair value measurements.

In June 2011, the FASB issued ASU 2011-05, “Presentation of Comprehensive Income,” which amends ASC Topic 220, Comprehensive Income. The objective of ASU 2011-05 is to improve the comparability, consistency and transparency of financial reporting and to increase the prominence of items reported in other comprehensive income. The update will require entities to present items of net income, items of other comprehensive income and total comprehensive income in one continuous statement or two separate consecutive statements, and entities will no longer be allowed to present items of other comprehensive income in the statement of stockholders’ equity. The adoption of ASU 2011-05 will be effective for the Company in the first quarter of fiscal year 2013, at the earliest, and is not expected to have a material effect on the Company’s financial position or results of operations.

In September 2011, the FASB issued ASU 2011-08, “Intangibles — Goodwill and Other: Testing Goodwill for Impairment,” which amends ASC Topic 350, Intangibles — Goodwill and Other. The purpose of ASU 2011-08 is to simplify how an entity tests goodwill for impairment. Entities will assess qualitative factors to determine whether it is more likely than not that a reporting unit’s fair value is less than its carrying value. In instances where the fair value is determined to be less than the carrying value, entities will perform the two-step quantitative goodwill impairment test. ASU 2011-08 became effective for the Company on October 1, 2011 and did not have a material effect on the Company’s financial statements.

- Definition

The entire disclosure for the organization, consolidation and basis of presentation of financial statements disclosure, and significant accounting policies of the reporting entity. May be provided in more than one note to the financial statements, as long as users are provided with an understanding of (1) the significant judgments and assumptions made by an enterprise in determining whether it must consolidate a VIE and/or disclose information about its involvement with a VIE, (2) the nature of restrictions on a consolidated VIE's assets reported by an enterprise in its statement of financial position, including the carrying amounts of such assets, (3) the nature of, and changes in, the risks associated with an enterprise's involvement with the VIE, and (4) how an enterprise's involvement with the VIE affects the enterprise's financial position, financial performance, and cash flows. Describes procedure if disclosures are provided in more than one note to the financial statements.

+ References + Details

Financial Instruments

6 Months Ended

Mar. 30, 2012

Financial Instruments [Abstract]

FINANCIAL INSTRUMENTS

2.	FINANCIAL INSTRUMENTS

Financial liabilities measured at fair value on a recurring basis consist of the following (in thousands):


	March 30, 2012
	Fair Value		Active Markets for Identical Assets (Level 1)		Observable Inputs (Level 2)		Unobservable Inputs (Level 3)

Contingent consideration	$	9,424	$	—	$	—	$	9,424


Common stock warrant liability	$	16,725	$	—	$	—	$	16,725


	September 30, 2011
	Fair Value		Active Markets for Identical Assets (Level 1)		Observable Inputs (Level 2)		Unobservable Inputs (Level 3)

Contingent consideration	$	25,502	$	—	$	—	$	25,502


Common stock warrant liability	$	10,736	$	—	$	—	$	10,736


Class B conversion liability	$	81,378	$	—	$	—	$	81,378

The changes in financial liabilities with inputs classified within Level 3 of the fair value hierarchy consist of the following (in thousands):


	Six Months Ended March 30, 2012
	September 30, 2011		Net Realized/ Unrealized Losses (Gains) Included in Earnings			Purchases and Issuances		Sales and Settlements			Transfers in and/or (out) of Level 3		March 30, 2012

Contingent consideration	$	25,502	$	(1,078	)	$	—	$	(15,000	)	$	—	$	9,424


Common stock warrant liability	$	10,736	$	5,989		$	—	$	—		$	—	$	16,725


Class B conversion liability	$	81,378	$	44,119		$	—	$	(125,497	)	$	—	$	—


	Six Months Ended April 1, 2011
	October 1, 2010		Net Realized/ Unrealized Losses (Gains) Included in Earnings			Purchases and Issuances		Sales and Settlements			Transfers in and/or (out) of Level 3		April 1, 2011

Contingent consideration	$	29,300	$	295		$	—	$	(8,825	)	$	—	$	20,770


Common stock warrant liability	$	—	$	2,950		$	5,657	$	—		$	—	$	8,607


Class B conversion liability	$	—	$	17,420		$	41,641	$	—		$	—	$	59,061

The fair values of the contingent consideration liabilities were estimated based upon a risk-adjusted present value of the probability-weighted expected payments by the Company. Specifically, the Company considered base, upside and downside scenarios for the operating metrics upon which the contingent payments are to be based. Probabilities were assigned to each scenario and the probability-weighted payments were discounted to present value using risk-adjusted discount rates.

For periods prior to March 2012, the fair value of the common stock warrants was estimated based upon a present value of the probability-weighted expected investment returns to the holders. The Company weighted various scenarios of possible investment returns to the holders over the terms of the contracts, such as upon a sale of the Company and upon an initial public offering of its common stock, using a range of potential outcomes. Using the scenarios developed, management considered the likely timing and method of exercise of the warrants and investment returns to the holders. Where a settlement was considered likely in the near term, the probable settlement amounts were weighted. Where the time to exercise was expected to be longer, a Black-Scholes option pricing model was used to estimate the fair value of the warrants, giving consideration to remaining contractual life, expected volatility and risk free rates. The probability-weighted expected settlement of the warrant was discounted to the present using a risk adjusted discount rate. As of March 30, 2012, the fair value of the common stock warrants has been estimated using a Black-Scholes option pricing model giving consideration to the quoted market price of the common stock on that date, an expected life of 8.73 years, expected volatility of 44.9% and risk free rate of 1.9%. The change in approach to estimation results from the Company’s IPO in March 2012 and the availability of a quoted market price for the common stock underlying the warrants.

The fair values of the Class B conversion liabilities were estimated based upon a consideration of the estimated fair value of the underlying common stock into which the Company’s Class B convertible preferred stock (Class B) was convertible, and the expected preferential payments pursuant to the terms of the securities. The Company estimated the fair value of the common stock by using the same probability-weighted scenarios in estimating the fair value of the warrants. For each potential scenario, the value to the Class B was estimated relative to the existing preferences. The Class B conversion liabilities were settled upon the closing of the Company’s IPO in March 2012.

These estimates include significant judgments about potential future liquidity events and actual results could materially differ and have a material impact upon the values of the recorded liabilities. Any changes in the estimated fair values of the liabilities in the future will be reflected in the Company’s earnings and such changes could be material.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 133
-Paragraph 44A, 44B
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 107
-Paragraph 15C, 15D
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 107
-Paragraph 15A
-Subparagraph a-d
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 107
-Paragraph 15B
-Subparagraph a, b
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 107
-Paragraph 3, 10, 14, 15
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 157
-Paragraph 32, 33, 34
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 159
-Paragraph 17-22, 27, 28
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 820
-SubTopic 10
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=6925170&loc=d3e19207-110258

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 50
-Paragraph 21
-URI http://asc.fasb.org/extlink&oid=6947722&loc=d3e13537-108611

Reference 10: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 50
-Paragraph 28
-URI http://asc.fasb.org/extlink&oid=6957238&loc=d3e14064-108612

Reference 11: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 50
-Paragraph 10
-URI http://asc.fasb.org/extlink&oid=6947722&loc=d3e13433-108611

Reference 12: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 50
-Paragraph 30
-URI http://asc.fasb.org/extlink&oid=6957238&loc=d3e14172-108612

Reference 13: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 50
-Paragraph 16
-URI http://asc.fasb.org/extlink&oid=6947722&loc=d3e13504-108611

Reference 14: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 820
-SubTopic 10
-Section 50
-Paragraph 5
-URI http://asc.fasb.org/extlink&oid=6925170&loc=d3e19296-110258

+ Details

Escrow Arrangements and Outstanding Shares

6 Months Ended

Mar. 30, 2012

Escrow Arrangements And Outstanding Shares [Abstract]

ESCROW ARRANGEMENTS AND OUTSTANDING SHARES

3.	ESCROW ARRANGEMENTS AND OUTSTANDING SHARES

In connection with the acquisition of Mimix Holdings, Inc. (Mimix) in May 2010, escrows were established to hold portions of the stock and cash issuable to the former Mimix stockholders pending the outcome of certain contingencies and general representation matters. As of September 30, 2011 and March 30, 2012, accrued liabilities in the accompanying condensed consolidated balance sheets include liabilities of $1.0 million and $716,000, respectively, which amounts were potentially payable to former Mimix stockholders pursuant to these escrow arrangements as of those dates. Outstanding shares of Series A-2 convertible preferred stock as of September 30, 2011 included 1.1 million shares that were subject to forfeiture pursuant to an escrow arrangement. In January 2012, the Company and the former noncontrolling Mimix stockholders agreed to release 283,000 shares of Series A-2 convertible preferred stock and $19,000 from the escrow to the Company to resolve an indemnification claim. In February 2012, the Company released 253,000 shares of Series A-2 convertible preferred stock and $17,000 from the escrow to the former Mimix stockholders pursuant to the terms of the escrow. The escrow arrangement with the former stockholders of Mimix terminated upon the Company’s IPO in March 2012 and all remaining shares and cash were released from the related escrow.

Outstanding shares of our common stock as of September 30, 2011 and March 30, 2012 presented in the accompanying consolidated statements of stockholders’ equity (deficit) exclude 225,000 and 184,000, respectively, shares of common stock issued as compensation to employees that vest over two to four years, subject to continued employment with the Company.

Inventories

6 Months Ended

Mar. 30, 2012

Inventories [Abstract]

INVENTORIES

4.	INVENTORIES

Inventories consist of the following (in thousands):


	March 30, 2012		September 30, 2011

Raw materials	$	24,084	$	23,911
Work-in-process		7,380		9,043
Finished goods		18,324		19,526


Total	$	49,788	$	52,480

Property and Equipment

6 Months Ended

Mar. 30, 2012

Property and Equipment [Abstract]

PROPERTY AND EQUIPMENT

5.	PROPERTY AND EQUIPMENT

Property and equipment consists of the following (in thousands):


	March 30, 2012			September 30, 2011

Machinery and equipment	$	34,465		$	30,964
Leasehold improvements		3,789			3,566
Furniture and fixtures		348			302
Construction in process		7,753			3,894
Computer equipment and software		6,005			5,240


Total property and equipment		52,360			43,966

Less accumulated depreciation and amortization		(22,790	)		(18,602	)


Property and equipment — net	$	29,570		$	25,364

Depreciation and amortization expense from continuing operations related to property and equipment for the three and six months ended March 30, 2012 was $2.2 million and $4.2 million, respectively. Depreciation and amortization expense from continuing operations related to property and equipment for the three and six months ended April 1, 2011 was $1.9 million and $3.9 million, respectively.

- Definition

The entire disclosure for long-lived, physical assets that are used in the normal conduct of business to produce goods and services and not intended for resale. Examples include land, buildings, machinery and equipment, and other types of furniture and equipment including, but not limited to, office equipment, furniture and fixtures, and computer equipment and software. This disclosure may include property plant and equipment accounting policies and methodology, a schedule of property, plant and equipment gross, additions, deletions, transfers and other changes, depreciation, depletion and amortization expense, net, accumulated depreciation, depletion and amortization expense and useful lives, income statement disclosures, assets held for sale and public utility disclosures.

+ References + Details

Debt

6 Months Ended

Mar. 30, 2012

Debt [Abstract]

DEBT

DEBT

The Company has a loan agreement dated September 30, 2011, as amended on February 24, 2012, with a syndicate of lenders, which provides for a revolving credit facility of up to $125.0 million that matures in September 2016. Borrowings under the revolving credit facility bear either a variable interest rate equal to (i) the greater of the lender’s prime rate, the federal funds effective rate plus 0.5%, or an adjusted LIBOR plus 1.0%, in each case plus either an additional 1.25%, 1.50% or 1.75%, subject to certain conditions, or (ii) an adjusted LIBOR rate plus either 2.25%, 2.50% or 2.75%, subject to certain conditions. The Company also pays a fee on the unused portion of the credit facility. The revolving credit facility is secured by a first priority lien on substantially all of the Company’s assets and requires compliance with certain financial and non-financial covenants, including restrictions on payments of dividends, incurrence of additional debt, levels of capital expenditures, amounts and types of investments, guarantees of debts and obligations, creation of liens, transactions with affiliates, sales or leases of assets, transfers of assets, entering new lines of business and entering into certain merger, consolidation or other reorganization transactions. As of September 30, 2011 and March 30, 2012, there were no outstanding borrowings under the revolving credit facility.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References + Details

Intangible Assets

6 Months Ended

Mar. 30, 2012

Intangible Assets [Abstract]

INTANGIBLE ASSETS

7.	INTANGIBLE ASSETS

Intangible assets include a trade name with a carrying value of $3.4 million and the following amortizable intangible assets (in thousands):


	Total			Acquired Technology			Customer Relationships			Weighted- Average Remaining Life (Years)

Intangible assets — at September 30, 2011	$	26,154		$	13,754		$	12,400
Less accumulated amortization		(7,473	)		(4,371	)		(3,102	)


Intangible assets — net at September 30, 2011	$	18,681		$	9,383		$	9,298			6.2


Intangible assets — at March 30, 2012	$	26,154		$	13,754		$	12,400
Less accumulated amortization		(8,753	)		(5,135	)		(3,618	)


Intangible assets — net at March 30, 2012	$	17,401		$	8,619		$	8,782			5.8

Amortization expense related to the Company’s amortized intangible assets is as follows (in thousands):


	Three Months Ended				Six Months Ended
	March 30, 2012		April 1, 2011		March 30, 2012		April 1, 2011

Cost of revenue	$	382	$	382	$	764	$	764

Selling, general and administrative		257		257		515		515


Total	$	639	$	639	$	1,279	$	1,279

Estimated amortization of the intangible assets in future fiscal years as of March 30, 2012 (in thousands):


2012 (rest of fiscal year)	$	1,373
2013		3,086
2014		3,351
2015		3,470
2016		2,843
Thereafter		3,278


Total	$	17,401

Income Per Share

6 Months Ended

Mar. 30, 2012

Income Per Share [Abstract]

INCOME PER SHARE

8.	INCOME (LOSS) PER SHARE

Basic and diluted net income (loss) per common share is presented in conformity with the two-class method required for participating securities. Upon completion of the IPO in March 2012, all outstanding shares of preferred stock were converted to common stock. As a result, common stock is the Company’s only outstanding equity security as of March 30, 2012.

Basic net income (loss) per share is computed using the weighted-average number of common shares outstanding during the period. Diluted net income (loss) per share is computed using the weighted-average number of common shares and, if dilutive, potential common shares outstanding during the period. The Company’s potential common shares consist of the incremental common shares issuable upon the exercise of warrants, stock options and vesting of restricted stock and units. The dilutive effect of outstanding stock options is reflected in diluted earnings (loss) per share by application of the treasury stock method.

The following table sets forth the computation for basic and diluted net income (loss) per share of common stock (in thousands, except per share data):


	Three Months Ended						Six Months Ended
	March 30, 2012			April 1, 2011			March 30, 2012			April 1, 2011

Numerator:

Net loss available to controlling interest	$	(53,561	)	$	(9,757	)	$	(31,519	)	$	(1,151	)

Accretion to redemption value of redeemable convertible preferred stock		(1,201	)		(1,339	)		(2,616	)		(1,482	)

Dividends declared and paid or payable to preferred stockholders		—			(76,216	)		—			(76,216	)


Net loss attributable to common stockholders	$	(54,762	)	$	(87,312	)	$	(34,135	)	$	(78,849	)


Dividends declared and paid to common stockholders	$	—		$	3,784		$	—		$	3,784


Denominator:

Weighted average common shares outstanding-basic and diluted		6,829			1,547			4,306			1,324


Common stock loss per share-basic and diluted:

Distributed	$	—		$	(2.45	)	$	—		$	(2.86	)

Undistributed		(8.02	)		(56.44	)		(7.93	)		(59.55	)


Net common stock loss per share	$	(8.02	)	$	(58.89	)	$	(7.93	)	$	(62.41	)

The following common equivalent shares were excluded from the calculation from net income per share as their inclusion would have been antidilutive (in thousands):


	Three Months Ended				Six Months Ended
	March 30, 2012		April 1, 2011		March 30, 2012		April 1, 2011

Stock options, warrants, restricted stock and units		2,342		2,370		2,337		2,626

Convertible preferred stock		33,591		37,748		35,657		34,020


Total common stock equivalent shares excluded		35,933		40,118		37,994		36,646

Commitments and Contingencies

6 Months Ended

Mar. 30, 2012

Commitments and Contingencies [Abstract]

COMMITMENTS AND CONTINGENCIES

9.	COMMITMENTS AND CONTINGENCIES

Unused Letter of Credit—As of September 30, 2011 and March 30, 2012, the Company had outstanding unused letters of credit from a bank aggregating $200,000 and $246,000, respectively.

Purchase Commitments—As of September 30, 2011 and March 30, 2012, the Company had outstanding noncancelable purchase commitments aggregating $3.0 million at each date pursuant to inventory supply arrangements.

Litigation—The Company is periodically subject to legal proceedings, claims and contingencies arising in the ordinary course of business.

In April 2011, GigOptix, Inc. (GigOptix) filed a complaint in the Santa Clara County Superior Court against the Company, its subsidiary Optomai, and five employees (the Ex-Employees) who had previously worked for GigOptix. GigOptix alleged that the Ex-Employees began conceptualizing a new business venture in 2009 (which would later become Optomai) before resigning from their employment with GigOptix, and that they used confidential information of GigOptix in their new business. The complaint seeks unspecified damages, attorneys’ fees and costs, and injunctive relief for alleged breach of employment-related agreements, trade secret misappropriation and other related alleged torts by the employee defendants, Optomai and following its April 2011 acquisition of Optomai, the Company. In July 2011, GigOptix sought a temporary restraining order and thereafter an injunction on the same grounds, both of which were denied by the court. In August 2011, GigOptix amended its complaint for the second time, to delete its claims for negligent and intentional interference with economic advantage and unfair competition, leaving the following claims pending; (i) breach of duty of loyalty against the Ex-Employees only, (ii) breach of contract against the Ex-Employees only, (iii) misappropriation of trade secrets against all defendants, and (iv) unfair business practices against all defendants. Each side has served discovery requests, and the parties have narrowed the discovery being sought. The Company intends to defend this lawsuit vigorously. The Company does not expect that the ultimate cost to resolve these matters will have a material effect on the consolidated financial statements. The Company does not believe a risk of material loss resulting from litigation is probable, nor is the Company able to estimate any reasonably possible range of loss.

- Definition

The entire disclosure for commitments and contingencies.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name FASB Interpretation (FIN)
-Number 14
-Paragraph 3
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 5
-Paragraph 9, 10, 11, 12
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02.25)
-URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 450
-SubTopic 20
-Section 50
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=6952336&loc=d3e14435-108349

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 460
-SubTopic 10
-Section 50
-Paragraph 8
-URI http://asc.fasb.org/extlink&oid=6398077&loc=d3e12565-110249

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 440
-SubTopic 10
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=6394976&loc=d3e25287-109308

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 20
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6449706&loc=d3e16207-108621

+ Details

Restructurings

6 Months Ended

Mar. 30, 2012

Restructurings [Abstract]

RESTRUCTURINGS

10.

RESTRUCTURINGS

Commencing in fiscal year 2009 and continuing in fiscal years 2010 and 2011, the Company implemented restructuring actions in connection with a broader plan to reduce staffing and the Company’s manufacturing footprint. The Company completed these restructuring activities in September 2011. The restructuring expense relates to direct and incremental costs related to severance and outplacement fees for the terminated employees during fiscal years 2009, 2010 and 2011. The unpaid restructuring costs of $522,000 as of September 30, 2011 were paid through the second quarter of fiscal year 2012. The Company recorded a restructuring charge of $1.6 million in the first quarter of fiscal year 2012, representing the full cost of the action and consisting of direct and incremental costs related to severance and outplacement fees for terminated employees. The action was designed to further lower operating costs. The unpaid restructuring costs of $824,000 as of March 30, 2012 are expected to be paid through fiscal year 2012. The following is a summary of the costs related to the restructuring actions (in thousands):


Balance—September 30, 2011	$	522

Current period charges		1,586
Payments		(1,284	)


Balance—March 30, 2012	$	824

- Definition

The entire disclosure for restructuring and related activities. Description of restructuring activities such as exit and disposal activities, include facts and circumstances leading to the plan, the expected plan completion date, the major types of costs associated with the plan activities, total expected costs, the accrual balance at the end of the period, and the periods over which the remaining accrual will be settled.

+ References + Details

Share-Based Compensation

6 Months Ended

Mar. 30, 2012

Share-Based Compensation [Abstract]

SHARE-BASED COMPENSATION

11.

SHARE-BASED COMPENSATION

Equity Incentive Plans

The Company has two equity incentive plans: the Amended and Restated 2009 Stock Incentive Plan (2009 Plan) and the 2012 Omnibus Incentive Plan (2012 Plan). Upon the closing of the IPO, all shares that were reserved under the 2009 Plan but not awarded were assumed by the 2012 Plan. No additional awards will be made under the 2009 Plan. Under the 2012 Plan, the Company has the ability to issue incentive stock options (ISOs), nonstatutory stock options (NSOs), stock appreciation rights, restricted stock, restricted stock units (RSUs), performance units, performance shares and other equity based awards. The ISOs and NSOs must be granted at a price per share not less than the fair value of our common stock on the date of grant. Options granted to date generally vest over a four-year period with 25% vesting at the end of one year and the remaining vest monthly thereafter. Options granted generally are exercisable up to 10 years. In the three months ended March 30, 2012, the Company began granting RSUs, which generally vest annually over one, four or five years.

A summary of stock option activity for the six months ended March 30, 2012, is as follows (in thousands):


						Weighted- Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value (in thousands)
	Number of Shares			Weighted- Average Exercise Price Per Share				Aggregate Intrinsic Value (in thousands)

Outstanding—September 30, 2011		2,292		$	1.28		8.2	$	32,662

Exercised		(116	)	$	0.98
Canceled or expired		(29	)	$	1.28


Outstanding—March 30, 2012		2,147		$	1.28		7.7	$	41,777


Options vested and expected to vest as of March 30, 2012		2,040		$	1.28		7.7	$	39,688


Options vested and exercisable as of March 30, 2012		785		$	1.37		7.7	$	15,205

Aggregate intrinsic value represents the difference between the Company’s closing stock price on March 30, 2012 and the exercise price of outstanding, in-the-money options. The total intrinsic value of options exercised was $1.5 million for the six months ended March 30, 2012. No options were granted in the six months ended March 30, 2012.

A summary of restricted stock activity for the six months ended March 30, 2012, is as follows (in thousands):


	Number of Shares			Weighted- Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value

Issued and unvested—September 30, 2011		225			2.3	$	3,485

Granted		14
Vested		(54	)
Canceled or expired		(1	)


Issued and unvested—March 30, 2012		184			2.3	$	3,821


Shares expected to vest—March 30, 2012		182			2.3	$	3,786

As of March 30, 2012, total unrecognized compensation cost, adjusted for estimated forfeitures, related to nonvested stock options was $1.5 million, which is expected to be recognized over the next 2.3 years.

No restricted stock units were issued prior to March 2012. A summary of restricted stock unit activity for the six months ended March 30, 2012, is as follows (in thousands):


	Number of Shares		Weighted- Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value

Issued and unvested—March 30, 2012		329		3.8	$	6,828

Shares expected to vest—March 30, 2012		296		3.8	$	6,155

As of March 30, 2012, total unrecognized compensation cost, adjusted for estimated forfeitures, related to RSUs was approximately $6.4 million, which is expected to be recognized over the next 3.8 years.

Employee Stock Purchase Plan

Concurrent with the effectiveness of the Company’s registration statement on Form S-1 in March 2012, the Company’s 2012 Employee Stock Purchase Plan (ESPP) became effective. The ESPP allows eligible employees to purchase shares of the Company’s common stock at a discount through payroll deductions of up to 15% of their eligible compensation, subject to any plan limitations. The ESPP provides for an initial offering period of eight months with six-month offering periods thereafter, and at the end of each offering period, employees are able to purchase shares at 85% of the lower of the fair market value of the Company’s common stock on the first trading day of the offering period or on the last day of the offering period. Compensation expense related to the ESPP in the three and six months ended March 30, 2012 was immaterial. As of March 30, 2012, total unrecognized compensation cost related to the ESPP was approximately $0.2 million, which is expected to be recognized through the first quarter of fiscal year 2013.

The following table presents the effects of stock-based compensation expense related to stock-based awards to employees and nonemployees in the Company’s condensed consolidated statements of operations during the periods presented (in thousands):


	Three Months Ended				Six Months Ended
	March 30, 2012		April 1, 2011		March 30, 2012		April 1, 2011

Cost of revenue	$	38	$	98	$	68	$	144
Research and development		114		34		212		68
Selling, general and administrative		279		356		624		441


Total stock-based compensation expense	$	431	$	488	$	904	$	653

There were no material modifications to stock option awards during the periods presented.

- Definition

The entire disclosure for compensation-related costs for equity-based compensation, which may include disclosure of policies, compensation plan details, allocation of equity compensation, incentive distributions, equity-based arrangements to obtain goods and services, deferred compensation arrangements, employee stock ownership plan details and employee stock purchase plan details.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 123R
-Paragraph 64, 65, A240
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher AICPA
-Name Statement of Position (SOP)
-Number 93-6
-Paragraph 53
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Staff Accounting Bulletin (SAB)
-Number Topic 14

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 50
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6406099&loc=d3e25284-112666

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-Name Accounting Standards Codification
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+ Details

Income Taxes

6 Months Ended

Mar. 30, 2012

Income Taxes [Abstract]

INCOME TAXES

12.

INCOME TAXES

The Company is subject to income tax in the United States as well as other tax jurisdictions in which it conducts 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.

The Company recorded an income tax provision of $6.2 million and a benefit of $1.4 million for the three months ended March 30, 2012 and April 1, 2011, respectively, and a provision of $7.5 million and a benefit of $5,000 for the six months ended March 30, 2012 and April 1, 2011, respectively. The tax provision and the effective tax rate increased in the three and six months ended March 30, 2012 compared to the same periods in the prior year, primarily due to the increases in income before income taxes and non-deductible share-based compensation expense during the second quarter of fiscal 2012. The effective tax rates for the three and six months ended March 30, 2012 are not necessarily indicative of the effective tax rates that may be expected for the fiscal year 2012. The Company has computed the provision for income taxes based on the estimated effective tax rate for each full fiscal year, adjusted for material discrete taxation matters arising in the periods.

Factors that impact the income tax provision include, but are not limited to, the share-based compensation expense, recognition of research and development tax benefits and discrete tax benefits arising from the disqualified disposition of certain share-based compensation awards.

The difference between the U.S. federal statutory income tax rate of 35% and the Company’s effective income tax rate for the three and six months ended March 30, 2012 of (13.0)% and (31.2)%, respectively, was driven primarily by an aggregate of $65.2 million and $50.1 million, respectively, of expense related to changes in fair values of the Company’s Class B conversion and common stock warrant liabilities, which are not deductible, and, for the six months ended March 30, 2012, a $1.7 million deferred income tax benefit resulting from a change in the deferred income tax liability related to acquired intangible assets.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 08
-Paragraph h
-Article 4

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 109
-Paragraph 136, 172
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Reference 3: http://www.xbrl.org/2003/role/presentationRef
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-Name Statement of Financial Accounting Standard (FAS)
-Number 109
-Paragraph 43, 44, 45, 46, 47, 48, 49
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-Paragraph 1
-Subparagraph (SX 210.4-08.(h))
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+ Details

Class B Preferred Stock

6 Months Ended

Mar. 30, 2012

Class B Preferred Stock [Abstract]

CLASS B PREFERRED STOCK

13.

CLASS B PREFERRED STOCK

A summary of the changes in the carrying value of the Class B follows (in thousands):


Balance—September 30, 2011	$	75,618
Accretion to redemption value		2,616
Reclassification upon conversion of Class B to common stock		(78,234	)


Balance—March 30, 2012	$	—

Related Party Transactions

6 Months Ended

Mar. 30, 2012

RELATED PARTY TRANSACTIONS

14.

RELATED PARTY TRANSACTIONS

The Company’s majority stockholder controls another entity, GaAs Labs LLC (GaAs Labs), which was formerly engaged to provide management services pursuant to an agreement entered into in fiscal year 2008 and amended in December 2010. The agreement terminated by its terms concurrently with the closing of the IPO in March 2012. Commencing in fiscal year 2009, the Company paid GaAs Labs $60,000 per month. Selling, general and administrative expenses for the three and six month periods in the accompanying condensed consolidated statements of operations include $180,000 and $360,000, respectively, for such services. No amounts were payable as of September 30, 2011 or March 30, 2012.

In February 2012, the Company entered into a design services agreement with Ubiquiti Networks, Inc. (Ubiquiti). Two of the Company’s directors are also directors of Ubiquiti, and entities affiliated with Summit Partners L.P., an affiliate of one of the directors, collectively own 21.9% of Ubiquiti’s common stock. The design services agreement provides that the Company will provide engineering services to Ubiquiti toward the development of an IC device. The agreement provides that Ubiquiti will pay the Company up to $500,000 for such engineering services based on milestone achievement, and sets a unit price for potential future production orders of such devices from the Company by Ubiquiti if a production device results from the development. The Company received a related payment of $100,000 from Ubiquiti in March 2012, which is included in deferred revenue as of March 30, 2012 due to $50,000 being subject to refund should certain milestones not be met and, generally, not completing the services related to the payment as of that date.

In April 2012, the Company entered into a services agreement with GaAs Labs whereby the Company will provide administrative and business development services to GaAs Labs on a time and materials basis. There are no minimum service requirements or payment obligations and the agreement may be terminated by either party with 30 days notice.

- Definition

The entire disclosure for related party transactions, including the nature of the relationship(s), a description of the transactions, the amount of the transactions, the effects of any change in the method of establishing the terms of the transaction from the previous period, stated interest rate, expiration date, terms and manner of settlement per the agreement with the related party, and amounts due to or from related parties. If the entity and one or more other entities are under common ownership or management control and this control affects the operating results or financial position, disclosure includes the nature of the control relationship even if there are no transactions between the entities. Disclosure may also include the aggregate amount of current and deferred tax expense for each statement of earnings presented where the entity is a member of a group that files a consolidated tax return, the amount of any tax related balances due to or from affiliates as of the date of each statement of financial position presented, the principal provisions of the method by which the consolidated amount of current and deferred tax expense is allocated to the members of the group and the nature and effect of any changes in that method. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Article 4
-Section 08
-Paragraph k

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Article 3A
-Section 04
-Paragraph b

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 57
-Paragraph 1-4
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 4: http://www.xbrl.org/2003/role/presentationRef
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-Name Accounting Standards Codification
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-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08.(k))
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+ Details

Supplemental Cash Flow Information

6 Months Ended

Mar. 30, 2012

Supplemental Cash Flow Information [Abstract]

SUPPLEMENTAL CASH FLOW INFORMATION

15.

SUPPLEMENTAL CASH FLOW INFORMATION

The following is supplemental cash flow information regarding noncash investing and financing activities:

•

As of March 30, 2012 and April 1, 2011, the Company had $1.7 million and $469,000, respectively, in unpaid amounts related to purchases of property and equipment included in accounts payable, accrued liabilities and other long-term liabilities. These amounts have been excluded from the payments for purchases of property and equipment for the six months ended March 30, 2012 and April 1, 2011, respectively.

•

In March 2012, upon completion of the IPO, all shares of convertible preferred stock converted into common stock. As a result, the carrying values immediately prior to the conversion of Series A-1 convertible preferred stock ($64.0 million), Series A-2 convertible preferred stock ($42.4 million), and Class B ($78.2 million) were reclassified to stockholders’ equity, primarily as in additional paid-in capital. In addition, the carrying value of the Class B conversion liability immediately prior to conversion of the Class B ($125.5 million) was reclassified to additional paid-in capital.

Geographic and Significant Customer Information

6 Months Ended

Mar. 30, 2012

Geographic and Significant Customer Information [Abstract]

GEOGRAPHIC AND SIGNIFICANT CUSTOMER INFORMATION

16.

GEOGRAPHIC AND SIGNIFICANT CUSTOMER INFORMATION

Information about the Company’s operations in different geographic regions, based upon customer locations, is presented below (in thousands):


	Three Months Ended				Six Months Ended
Revenue by Geographic Region	March 30, 2012		April 1, 2011		March 30, 2012		April 1, 2011

United States	$	38,645	$	41,149	$	76,330	$	79,717
International (1)		38,835		36,735		74,185		73,076


Total	$	77,480	$	77,884	$	150,515	$	152,793



Long-Lived Assets by Geographic Region	March 30, 2012		September 30, 2011

United States	$	23,384	$	21,317
International (2)		6,186		4,047


Total	$	29,570	$	25,364

(1)	No international countries represented greater than 10% of total revenue during the periods presented.

(2)	No international country or region represented greater than 10% of the total net long-lived assets as of the dates presented, except that long-lived assets in the Asia-Pacific region exceeded 10% of total assets as of March 30, 2012.

The following is a summary of customer concentrations as a percentage of total sales and accounts receivable as of and for the periods presented:


	Three Months Ended						Six Months Ended
Revenue	March 30, 2012			April 1, 2011			March 30, 2012			April 1, 2011

Customer A		19	%		20	%		19	%		20	%
Customer B		13	%		11	%		13	%		11	%



Accounts Receivable	March 30, 2012			September 30, 2011

Customer A		15	%		18	%
Customer B		11	%		12	%

No other customer represented more than 10% of revenue or accounts receivable in the periods presented in the accompanying consolidated financial statements. For the three months ended March 30, 2012 and April 1, 2011, ten customers represented 59% and 58% of total revenue, respectively. For the six months ended March 30, 2012 and April 1, 2011, ten customers represented 54% and 57% of total revenue, respectively.

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
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-Name Statement of Financial Accounting Standard (FAS)
-Number 131
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+ Details