UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 2, 2015
M/A-COM Technology Solutions Holdings, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-35451 | 27-0306875 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| 100 Chelmsford Street Lowell, Massachusetts |
01851 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (978) 656-2500
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.02. Results of Operations and Financial Condition.
On February 2, 2015, M/A-COM Technology Solutions Holdings, Inc. issued a press release reporting its results of operations for the fiscal quarter ended January 2, 2015. A copy of the press release is furnished as Exhibit 99.1 to this report.
Item 9.01. Financial Statements and Exhibits.
| Exhibit Number |
Description | |||
| 99.1 | Press Release, dated February 2, 2015. | |||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| M/A-COM TECHNOLOGY SOLUTIONS HOLDINGS, INC. | ||||||
| Dated: February 2, 2015 | By: | /s/ Robert J. McMullan | ||||
| Robert J. McMullan | ||||||
| Senior Vice President and Chief Financial Officer | ||||||
EXHIBIT INDEX
| Exhibit Number |
Description | |||
| 99.1 | Press Release, dated February 2, 2015. | |||
Exhibit 99.1
MACOM Reports Revenue of $114.9 million with EPS $0.38 and Gross Margin of 53.7 percent (non-GAAP)
Lowell, Mass, February 2, 2015 – M/A-COM Technology Solutions Holdings, Inc. (“MACOM”), a leading supplier of high-performance analog RF, microwave, millimeterwave and photonic semiconductor products, today announced financial results for its fiscal first quarter ended January 2, 2015.
First Quarter Fiscal Year 2015 GAAP Results
| • | Revenue was $114.9 million, compared to $114.3 million in the prior fiscal quarter and $84.2 million in the previous year’s fiscal first quarter; |
| • | Gross margin was 47.2 percent, compared to 49.2 percent in the prior fiscal quarter and 42.4 percent in the previous year’s fiscal first quarter; |
| • | Operating income was $9.1 million, compared to $16.8 million in the prior fiscal quarter and operating loss of $9.2 million in the previous year’s fiscal first quarter; and |
| • | Net loss was $6.3 million, or $0.13 loss per share, compared to net income of $14.5 million, or $0.30 per diluted share, in the prior fiscal quarter and net loss of $8.9 million, or $0.19 loss per share, in the previous year’s fiscal first quarter. |
Inclusive in the GAAP results is a change in estimate related to MACOM’s distribution revenue recognition, the net effect of which was a one-time increase of $15.1 million in revenue, and a reduction in net loss of $8.5 million and a reduction of EPS loss per share of $0.18, as detailed in our Form 10-Q filed today.
First Quarter Fiscal Year 2015 Non-GAAP Results
| • | Gross margin was 53.7 percent, compared to 54.1 percent in the prior fiscal quarter and 46.6 percent in the previous year’s fiscal first quarter; |
| • | Operating income was $27.1 million, or 23.6 percent of revenue, compared to $26.7 million, or 23.3 percent of revenue, in the prior fiscal quarter and $16.2 million, or 19.4 percent of revenue, in the previous year’s fiscal first quarter; |
| • | EBITDA was $30.6 million, compared to $30.0 million for the prior fiscal quarter and $19.2 million for the previous year’s fiscal first quarter; and |
| • | Net income was $18.7 million, or $0.38 earnings per diluted share, compared to net income of $17.2 million, or $0.35 earnings per diluted share, in the prior fiscal quarter and net income of $12.1 million, or $0.25 earnings per diluted share, in the previous year’s fiscal first quarter. |
John Croteau, Chief Executive Officer of MACOM stated, “Revenue including BinOptics came in at $114.9 million, Non-GAAP gross margin was 53.7 percent, with EPS of 38 cents. Similar to last quarter, non-GAAP gross margin and non-GAAP EPS benefited from a favorable mix in sales weighted toward higher-margin products.”
Mr. Croteau continued, “During the quarter, similar to our peers, we saw broad-based seasonal softness across many of our end markets. One notable exception was our 100G Optical business, which grew 35% sequentially excluding the contribution of BinOptics’ stub quarter.”
Business Outlook
For the fiscal quarter ending April 3, 2015, MACOM expects another quarter of solid execution with revenue expected to be in the range of $120 to $124 million. Non-GAAP gross margin is expected to be between 51 and 54 percent, and non-GAAP earnings per diluted share between 39 and 42 cents based on 50 million shares outstanding.
Conference Call
MACOM will host a conference call today, Monday, February 2, 2015 at 5:00 p.m. Eastern Time to discuss its fiscal first quarter financial results and fiscal second quarter business outlook. Investors and analysts may join the conference call by dialing 1-877-837-3908 and providing the confirmation code 58927416. International callers may join the teleconference by dialing +1-973-872-3000 and entering the same confirmation code at the prompt. A telephone replay of the call will be made available beginning two hours after the call and will remain available for 5 business days. The replay number is 1-855-859-2056 with a pass code of 58927416. International callers should dial +1-404-537-3406 and enter the same pass code at the prompt.
About MACOM:
M/A-COM Technology Solutions Holdings, Inc. (www.macom.com) is a leading supplier of high-performance analog RF, microwave, millimeterwave and photonic semiconductor products that enable next-generation internet and modern battlefield applications. Recognized for its broad catalog portfolio of technologies and products, MACOM serves diverse markets, including high speed optical, satellite, radar, wired & wireless networks, automotive, industrial, medical, and mobile devices. A pillar of the semiconductor industry, we thrive on more than 60 years of solving our customers’ most complex problems, serving as a true partner for applications ranging from RF to Light.
Headquartered in Lowell, Massachusetts, MACOM is certified to the ISO9001 international quality standard and ISO14001 environmental management standard. MACOM has design centers and sales offices throughout North America, Europe, Asia and Australia.
MACOM, M/A-COM, M/A-COM Technology Solutions, M/A-COM Tech, Partners in RF & Microwave, The First Name in Microwave and related logos are trademarks of MACOM. All other trademarks are the property of their respective owners.
Special Note Regarding Forward-Looking Statements
This press release contains forward-looking statements based on MACOM management’s beliefs and assumptions and on information currently available to our management. Forward-looking statements include, among others, information concerning our stated business outlook and future results of operations, and any statements regarding future trends, business strategies, competitive position, industry conditions, acquisitions and market opportunities. Forward-looking statements include all statements that are not historical facts and generally may be identified by terms such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “seeks,” “should,” “will,” “would” or similar expressions and the negatives of those terms.
Forward-looking statements contained in this press release reflect MACOM’s current views about future events and are subject to risks, uncertainties, assumptions and changes in circumstances that may cause those events or our actual activities or results to differ materially from those expressed in any forward-looking statement. Although MACOM believes that the expectations reflected in the forward-looking statements are reasonable, it cannot and does not guarantee future events, results, actions, levels of activity, performance or achievements. Readers are cautioned not to place undue reliance on these forward-looking statements. A number of important factors could cause actual results to differ materially from those indicated by the forward-looking statements, including greater than expected dilutive effect on earnings of our outstanding indebtedness and related interest expense and other costs, lower than expected demand in any or all of our four primary end markets or from any of our large OEM customers based on seasonal effects, macro-economic weakness or otherwise, our failure to realize the expected economies of scale, lowered production cost and other anticipated benefits of our previously announced GaN intellectual property licensing program, the potential for defense spending cuts, program delays, cancellations or sequestration, failures or delays by any customer in winning business or to make purchases from us in support of such business, lack of adoption or delayed adoption by customers and industries we serve of GaN, InP lasers or other solutions offered by us, failures or delays in porting and qualifying GaN or InP process technology to our Lowell, MA fabrication facility or third party facilities, lower than expected utilization and absorption in our manufacturing facilities, lack of success or slower than expected success in our new product development or InP laser production capacity expansion efforts, loss of business due to competitive factors, product or technology obsolescence, customer program shifts or otherwise, lower than anticipated or slower than expected customer acceptance of our new product introductions, the potential for a shift in the mix of products sold in any period toward lower-margin products or a shift in the geographical mix of our revenues, the potential for increased pricing pressure based on competitive factors, technology shifts or otherwise, the impact of any executed or abandoned acquisition, divestiture, financing or restructuring activity, the impact of supply shortages or other disruptions in our internal or outsourced supply chain, the relative success of our cost-savings initiatives, the potential for inventory obsolescence and related write-offs, the expense, business disruption or other impact of any current or future investigations, administrative actions, litigation or enforcement proceedings we may be involved in, the potential loss of access to any in-licensed intellectual property or inability to license technology we may require on reasonable terms, and the impact of any claims of intellectual property infringement or misappropriation, which could require us to pay substantial damages for infringement, expend significant resources in prosecuting or defending such matters or developing non-infringing technology, incur material liability for royalty or license payments, or prevent us from selling certain of our products, as well as those factors described in “Risk Factors” in MACOM’s filings with the Securities and Exchange Commission (SEC), including its Annual Report on Form 10-K for the fiscal year ended October 3, 2014 as filed with the SEC on December 9, 2014. MACOM undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.
Non-GAAP Financial Measures
In addition to GAAP reporting, MACOM provides investors with non-GAAP financial information, including revenue, gross margin, operating margin, operating income, net income, earnings per share, EBITDA and other data calculated on a non-GAAP basis. This non-GAAP information excludes the operations of Nitronex prior to the date of acquisition, discontinued operations, the impact of fair value accounting in merger and acquisitions (M&A) of businesses, M&A costs, including acquisition and related integration costs, certain cost savings from synergies expected from M&A activities, income and expenses from transition services related to M&A activities, expected amortization of acquisition-related intangibles, share-based and other non-cash compensation expense, certain cash compensation, restructuring charges, litigation settlement and costs, changes in the carrying values of liabilities measured at fair value, contingent consideration, amortization of debt discounts and issuance costs, other non-cash expenses, earn-out costs, exited leased facility costs and certain income tax items. Management does not believe that the excluded items are reflective of MACOM’s underlying performance. The exclusion of these and other similar items from MACOM’s non-GAAP presentation should not be interpreted as implying that these items are non-recurring, infrequent or unusual. These and other similar items are also excluded from EBITDA, which is non-GAAP earnings before interest, income taxes, depreciation and amortization. MACOM believes this non-GAAP financial information provides additional insight into MACOM’s on-going performance and has, therefore, chosen to provide this information to investors for a consistent basis of comparison and to help them evaluate the results of MACOM’s on-going operations and enable more meaningful period to period comparisons. These non-GAAP measures are provided in addition to, and not as a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP. A reconciliation between GAAP and non-GAAP financial data is included in the supplemental financial data attached to this press release.
M/A-COM TECHNOLOGY SOLUTIONS HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited and in thousands, except per share data)
| Three Months Ended | ||||||||||||
| January 2, | October 3, | January 3, | ||||||||||
| 2015 | 2014 | 2014 | ||||||||||
| Revenue |
$ | 114,864 | $ | 114,317 | $ | 84,154 | ||||||
| Cost of revenue |
60,663 | 58,128 | 48,432 | |||||||||
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| Gross profit |
54,201 | 56,189 | 35,722 | |||||||||
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| Operating expenses: |
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| Research and development |
19,474 | 20,098 | 12,430 | |||||||||
| Selling, general and administrative |
25,599 | 20,227 | 19,383 | |||||||||
| Restructuring charges |
— | (902 | ) | 13,090 | ||||||||
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| Total operating expenses |
45,073 | 39,423 | 44,903 | |||||||||
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| Income (loss) from operations |
9,128 | 16,766 | (9,181 | ) | ||||||||
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| Other income (expense): |
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| Accretion of common stock warrant liability |
(10,608 | ) | 1,638 | 1,282 | ||||||||
| Interest expense |
(4,723 | ) | (4,529 | ) | (586 | ) | ||||||
| Other income - related party |
375 | 776 | 78 | |||||||||
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| Total other income (expense) |
(14,956 | ) | (2,115 | ) | 774 | |||||||
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| Income (loss) before income taxes |
(5,828 | ) | 14,651 | (8,407 | ) | |||||||
| Income tax provision (benefit) |
478 | 114 | (1,591 | ) | ||||||||
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| Income (loss) from continuing operations |
(6,306 | ) | 14,537 | (6,816 | ) | |||||||
| Loss from discontinued operations |
— | — | (2,105 | ) | ||||||||
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| Net income (loss) |
$ | (6,306 | ) | $ | 14,537 | $ | (8,921 | ) | ||||
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| Net income (loss) per share: |
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| Basic: |
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| Income (loss) from continuing operations |
$ | (0.13 | ) | $ | 0.31 | $ | (0.15 | ) | ||||
| Loss from discontinued operations |
— | — | (0.05 | ) | ||||||||
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| Income (loss) per share - basic |
$ | (0.13 | ) | $ | 0.31 | $ | (0.19 | ) | ||||
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| Diluted: |
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| Income (loss) from continuing operations |
$ | (0.13 | ) | $ | 0.30 | $ | (0.15 | ) | ||||
| Loss from discontinued operations |
— | — | (0.05 | ) | ||||||||
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| Income (loss) per share - diluted |
$ | (0.13 | ) | $ | 0.30 | $ | (0.19 | ) | ||||
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| Shares used to compute net income (loss) per share: |
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| Basic |
47,606 | 47,480 | 46,517 | |||||||||
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| Diluted |
47,606 | 48,873 | 46,517 | |||||||||
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M/A-COM TECHNOLOGY SOLUTIONS HOLDINGS, INC.
RECONCILIATION OF GAAP TO NON-GAAP RESULTS
(unaudited and in thousands, except per share data)
| Three Months Ended | ||||||||||||||||||||||||
| January 2, 2015 | October 3, 2014 | January 3, 2014 | ||||||||||||||||||||||
| Amount | Amount | Amount | ||||||||||||||||||||||
| Revenue - GAAP |
$ | 114,864 | $ | 114,317 | $ | 84,154 | ||||||||||||||||||
| Nitronex prior to acquisition |
— | — | (686 | ) | ||||||||||||||||||||
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| Revenue – Non-GAAP |
$ | 114,864 | $ | 114,317 | $ | 83,468 | ||||||||||||||||||
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| Amount | % Revenue |
Amount | % Revenue |
Amount | % Revenue |
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| Gross profit - GAAP |
$ | 54,201 | 47.2 | % | $ | 56,189 | 49.2 | % | $ | 35,722 | 42.4 | % | ||||||||||||
| Nitronex prior to acquisition |
— | — | — | — | 943 | 1.6 | ||||||||||||||||||
| Amortization expense |
5,359 | 4.7 | 4,495 | 3.9 | 1,247 | 1.5 | ||||||||||||||||||
| Non-cash compensation expense |
354 | 0.3 | 416 | 0.4 | 283 | 0.3 | ||||||||||||||||||
| Equity-based compensation |
58 | — | 13 | — | — | — | ||||||||||||||||||
| Acquisition FMV step-up |
835 | 0.7 | 168 | 0.1 | 536 | 0.6 | ||||||||||||||||||
| Third-party engineering costs |
(4 | ) | — | 493 | 0.4 | — | — | |||||||||||||||||
| Integration costs and synergy savings |
924 | 0.8 | 100 | 0.1 | 139 | 0.2 | ||||||||||||||||||
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| Gross profit - non-GAAP |
$ | 61,727 | 53.7 | % | $ | 61,874 | 54.1 | % | $ | 38,870 | 46.6 | % | ||||||||||||
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| Research and Development - GAAP |
$ | 19,474 | 17.0 | % | $ | 20,098 | 17.6 | % | $ | 12,430 | 14.8 | % | ||||||||||||
| Nitronex prior to acquisition |
— | — | — | — | (985 | ) | (1.1 | ) | ||||||||||||||||
| Non-cash compensation expense |
(1,038 | ) | (0.9 | ) | (713 | ) | (0.6 | ) | (484 | ) | (0.6 | ) | ||||||||||||
| Equity-based compensation |
(519 | ) | (0.5 | ) | (112 | ) | (0.1 | ) | — | — | ||||||||||||||
| Acquisition FMV step-up |
(204 | ) | (0.2 | ) | (204 | ) | (0.2 | ) | (72 | ) | (0.1 | ) | ||||||||||||
| Integration costs and synergy savings |
(171 | ) | (0.1 | ) | (898 | ) | (0.8 | ) | (36 | ) | — | |||||||||||||
| Third-party engineering costs |
924 | 0.8 | 493 | 0.4 | — | — | ||||||||||||||||||
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| Research and Development - non-GAAP |
$ | 18,466 | 16.1 | % | $ | 18,664 | 16.3 | % | $ | 10,853 | 13.0 | % | ||||||||||||
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| Selling, General and Administrative - GAAP |
$ | 25,599 | 22.3 | % | $ | 20,227 | 17.7 | % | $ | 19,383 | 23.0 | % | ||||||||||||
| Nitronex prior to acquisition |
— | — | — | — | (494 | ) | (0.3 | ) | ||||||||||||||||
| Amortization expense |
(1,053 | ) | (0.9 | ) | (432 | ) | (0.4 | ) | (366 | ) | (0.4 | ) | ||||||||||||
| Non-cash compensation expense |
(2,405 | ) | (2.1 | ) | (1,623 | ) | (1.4 | ) | (1,078 | ) | (1.3 | ) | ||||||||||||
| Equity-based compensation |
(317 | ) | (0.3 | ) | (106 | ) | (0.1 | ) | — | — | ||||||||||||||
| Acquisition FMV step-up |
(28 | ) | — | (28 | ) | — | (11 | ) | — | |||||||||||||||
| Litigation costs |
(717 | ) | (0.6 | ) | (1,035 | ) | (0.9 | ) | (964 | ) | (1.2 | ) | ||||||||||||
| Transaction expenses |
(4,636 | ) | (4.0 | ) | — | — | (4,222 | ) | (5.1 | ) | ||||||||||||||
| Integration costs and synergy savings |
(296 | ) | (0.3 | ) | (485 | ) | (0.4 | ) | (415 | ) | (0.5 | ) | ||||||||||||
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| Selling, General and Administrative - non-GAAP |
$ | 16,147 | 14.1 | % | $ | 16,518 | 14.4 | % | $ | 11,833 | 14.2 | % | ||||||||||||
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| Total operating expenses - GAAP |
$ | 45,073 | 39.2 | % | $ | 39,423 | 34.5 | % | $ | 44,903 | 53.4 | % | ||||||||||||
| Nitronex prior to acquisition |
— | — | — | — | (1,479 | ) | (1.3 | ) | ||||||||||||||||
| Amortization expense |
(1,053 | ) | (0.9 | ) | (432 | ) | (0.4 | ) | (366 | ) | (0.4 | ) | ||||||||||||
| Non-cash compensation expense |
(3,443 | ) | (3.0 | ) | (2,336 | ) | (2.0 | ) | (1,562 | ) | (1.9 | ) | ||||||||||||
| Equity-based compensation |
(836 | ) | (0.7 | ) | (218 | ) | (0.2 | ) | — | — | ||||||||||||||
| Acquisition FMV step-up |
(232 | ) | (0.2 | ) | (232 | ) | (0.2 | ) | (83 | ) | (0.1 | ) | ||||||||||||
| Restructuring charges |
— | — | 902 | 0.8 | (13,090 | ) | (15.7 | ) | ||||||||||||||||
| Integration costs and synergy savings |
(467 | ) | (0.4 | ) | (1,383 | ) | (1.2 | ) | (451 | ) | (0.5 | ) | ||||||||||||
| Litigation costs |
(717 | ) | (0.6 | ) | (1,035 | ) | (0.9 | ) | (964 | ) | (1.2 | ) | ||||||||||||
| Transaction expenses |
(4,636 | ) | (4.0 | ) | — | — | (4,222 | ) | (5.1 | ) | ||||||||||||||
| Third-party engineering |
924 | 0.8 | 493 | 0.4 | — | — | ||||||||||||||||||
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| Total operating expenses - non-GAAP |
$ | 34,613 | 30.1 | % | $ | 35,182 | 30.8 | % | $ | 22,686 | 27.2 | % | ||||||||||||
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| Income (loss) from operations - GAAP |
$ | 9,128 | 7.9 | % | $ | 16,766 | 14.7 | % | $ | (9,181 | ) | (10.9 | )% | |||||||||||
| Nitronex prior to acquisition |
— | — | — | — | 2,422 | 2.9 | ||||||||||||||||||
| Amortization expense |
6,412 | 5.6 | 4,927 | 4.3 | 1,613 | 1.9 | ||||||||||||||||||
| Non-cash compensation expense |
3,797 | 3.3 | 2,752 | 2.4 | 1,845 | 2.2 | ||||||||||||||||||
| Equity-based compensation |
894 | 0.8 | 231 | 0.2 | — | — | ||||||||||||||||||
| Restructuring charges |
— | — | (902 | ) | (0.8 | ) | 13,090 | 15.7 | ||||||||||||||||
| Acquisition FMV step-up |
1,067 | 0.8 | 400 | 0.3 | 619 | 0.7 | ||||||||||||||||||
| Litigation costs |
717 | 0.6 | 1,035 | 0.9 | 964 | 1.2 | ||||||||||||||||||
| Transaction expenses |
4,636 | 4.0 | — | — | 4,222 | 5.1 | ||||||||||||||||||
| Integration costs and synergy savings |
463 | 0.6 | 1,483 | 1.3 | 590 | 0.7 | ||||||||||||||||||
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| Income from operations - non-GAAP |
$ | 27,114 | 23.6 | % | $ | 26,692 | 23.3 | % | $ | 16,184 | 19.4 | % | ||||||||||||
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| Net income (loss) - GAAP |
$ | (6,306 | ) | (5.5 | )% | $ | 14,537 | 12.7 | % | $ | (8,921 | ) | (10.6 | )% | ||||||||||
| Nitronex prior to acquisition |
— | — | — | — | 2,422 | 2.8 | ||||||||||||||||||
| Amortization expense |
5,258 | 4.6 | 3,769 | 3.3 | 1,234 | 1.5 | ||||||||||||||||||
| Non-cash compensation expense |
3,113 | 2.7 | 2,105 | 1.8 | 1,411 | 1.7 | ||||||||||||||||||
| Equity-based compensation |
733 | 0.6 | 177 | 0.2 | — | — | ||||||||||||||||||
| Restructuring charges |
— | — | (690 | ) | (0.6 | ) | 10,014 | 12.0 | ||||||||||||||||
| Warrant liability (gain) expense |
10,608 | 9.2 | (1,638 | ) | (1.4 | ) | (1,282 | ) | (1.5 | ) | ||||||||||||||
| Non-cash interest expense |
360 | 0.3 | 291 | 0.3 | 91 | 0.1 | ||||||||||||||||||
| Acquisition FMV step-up |
875 | 0.8 | 306 | 0.3 | 474 | 0.6 | ||||||||||||||||||
| Litigation costs |
588 | 0.5 | 792 | 0.7 | 737 | 0.9 | ||||||||||||||||||
| Integration costs and synergy savings |
380 | 0.3 | 1,134 | 1.0 | 451 | 0.5 | ||||||||||||||||||
| Transaction expenses |
3,420 | 3.0 | — | — | 3,346 | 4.0 | ||||||||||||||||||
| Tax effect of non-GAAP adjustments |
— | — | (2,944 | ) | (2.6 | ) | — | — | ||||||||||||||||
| Transition services for divested business |
(308 | ) | (0.3 | ) | (593 | ) | (0.5 | ) | — | — | ||||||||||||||
| Discontinued operations |
— | — | — | — | 2,105 | 2.5 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Net income - non-GAAP |
$ | 18,721 | 16.3 | % | $ | 17,246 | 15.1 | % | $ | 12,082 | 14.5 | % | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Income from operations – non-GAAP |
$ | 27,114 | $ | 26,692 | $ | 16,184 | ||||||||||||||||||
| Depreciation expense |
3,453 | 3,273 | 2,921 | |||||||||||||||||||||
| Other income, net |
— | — | 78 | |||||||||||||||||||||
|
|
|
|
|
|
|
|||||||||||||||||||
| EBITDA |
$ | 30,567 | $ | 29,965 | $ | 19,183 | ||||||||||||||||||
|
|
|
|
|
|
|
|||||||||||||||||||
| Interest expense GAAP |
$ | 4,723 | $ | 4,529 | $ | 586 | ||||||||||||||||||
| Non cash interest expense |
(439 | ) | (361 | ) | (119 | ) | ||||||||||||||||||
|
|
|
|
|
|
|
|||||||||||||||||||
| Interest expense non-GAAP |
$ | 4,284 | $ | 4,168 | $ | 467 | ||||||||||||||||||
|
|
|
|
|
|
|
|||||||||||||||||||
| Three Months Ended | ||||||||||||||||||||||||
| January 2, 2015 | October 3, 2014 | January 3, 2014 | ||||||||||||||||||||||
| Amount | Income (loss) per diluted share |
Amount | Income per diluted share |
Amount | Income (loss) per diluted share |
|||||||||||||||||||
| Net income (loss) - GAAP |
$ | (6,306 | ) | $ | (0.13 | ) | $ | 14,537 | $ | 0.30 | $ | (8,921 | ) | $ | (0.19 | ) | ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Net income – non-GAAP |
$ | 18,721 | $ | 0.38 | $ | 17,246 | $ | 0.35 | $ | 12,082 | $ | 0.25 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Diluted shares - GAAP |
47,606 | 47,480 | 46,517 | |||||||||||||||||||||
| Incremental stock options, warrants, restricted stock and units |
1,599 | 1,393 | 2,064 | |||||||||||||||||||||
|
|
|
|
|
|
|
|||||||||||||||||||
| Diluted shares - non-GAAP |
49,206 | 48,873 | 48,581 | |||||||||||||||||||||
|
|
|
|
|
|
|
|||||||||||||||||||
M/A-COM TECHNOLOGY SOLUTIONS HOLDINGS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited and in thousands)
| January 2, 2015 |
October 3, 2014 |
|||||||
| ASSETS |
||||||||
| Current assets: |
||||||||
| Cash and cash equivalents |
$ | 48,335 | $ | 173,895 | ||||
| Accounts receivable, net |
79,452 | 75,156 | ||||||
| Inventories |
89,208 | 73,572 | ||||||
| Deferred income taxes |
35,956 | 79,257 | ||||||
| Other current assets |
25,851 | 14,769 | ||||||
|
|
|
|
|
|||||
| Total current assets |
278,802 | 416,649 | ||||||
| Property and equipment, net |
59,393 | 50,357 | ||||||
| Goodwill and intangible assets, net |
368,089 | 153,417 | ||||||
| Deferred income taxes |
46,381 | 41,329 | ||||||
| Other assets |
24,626 | 20,482 | ||||||
|
|
|
|
|
|||||
| TOTAL ASSETS |
$ | 777,291 | $ | 682,234 | ||||
|
|
|
|
|
|||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY |
||||||||
| Current liabilities: |
||||||||
| Current portion of long-term debt |
$ | 4,081 | $ | 3,478 | ||||
| Accounts payable, accrued liabilities and other |
67,598 | 64,910 | ||||||
| Deferred revenue |
219 | 17,258 | ||||||
|
|
|
|
|
|||||
| Total current liabilities |
71,898 | 85,646 | ||||||
| Long-term debt, less current portion |
443,248 | 343,178 | ||||||
| Common stock warrant liability |
26,409 | 15,801 | ||||||
| Deferred income taxes and other long-term liabilities |
8,714 | 9,042 | ||||||
|
|
|
|
|
|||||
| Total liabilities |
550,269 | 453,667 | ||||||
| Commitments and contingencies |
||||||||
| Stockholders’ equity |
227,022 | 228,567 | ||||||
|
|
|
|
|
|||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY |
$ | 777,291 | $ | 682,234 | ||||
|
|
|
|
|
|||||
M/A-COM TECHNOLOGY SOLUTIONS HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited and in thousands)
| Three Months Ended | ||||||||
| January 2, 2015 |
January 3 2014 |
|||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: |
||||||||
| Net (loss) |
$ | (6,306 | ) | $ | (8,921 | ) | ||
| Non-cash adjustments |
25,716 | 5,975 | ||||||
| Change in operating assets and liabilities |
(17,327 | ) | 5,284 | |||||
|
|
|
|
|
|||||
| Net cash from operating activities |
2,083 | 2,338 | ||||||
|
|
|
|
|
|||||
| CASH FLOWS FROM INVESTING ACTIVITIES: |
||||||||
| Acquisition of businesses, net |
(223,070 | ) | (232,028 | ) | ||||
| Purchases of property and equipment |
(2,956 | ) | (2,167 | ) | ||||
| Acquisition of intellectual property |
(1,056 | ) | (2,983 | ) | ||||
|
|
|
|
|
|||||
| Net cash used in investing activities |
(227,082 | ) | (237,178 | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES: |
||||||||
| Proceeds from revolving credit facility |
100,000 | 220,000 | ||||||
| Payment of assumed debt |
— | (32,864 | ) | |||||
| Capital contributions |
— | 2,100 | ||||||
| Financing activities |
1,395 | 1,584 | ||||||
| Payments on capital leases |
(1,081 | ) | — | |||||
| Term note payments |
(875 | ) | — | |||||
|
|
|
|
|
|||||
| Net cash from financing activities |
99,439 | 190,820 | ||||||
|
|
|
|
|
|||||
| NET CHANGE IN CASH AND CASH EQUIVALENTS |
(125,560 | ) | (44,020 | ) | ||||
| CASH AND CASH EQUIVALENTS — Beginning of period |
173,895 | 110,488 | ||||||
|
|
|
|
|
|||||
| CASH AND CASH EQUIVALENTS — End of period |
$ | 48,335 | $ | 66,468 | ||||
|
|
|
|
|
|||||
* * *
Company Contact:
M/A-COM Technology Solutions Holdings, Inc.
Robert J. McMullan
Senior Vice President and Chief Financial Officer
P: 978-656-2753
E: bobmcmullan@macom.com
Investor Relations Contact:
Shelton Group
Leanne K. Sievers
EVP, Investor Relations
P: 949-224-3874
E: lsievers@sheltongroup.com