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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
| | | | | |
☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 2023
or
| | | | | |
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number: 001-35451
MACOM Technology Solutions Holdings, Inc.
(Exact name of registrant as specified in its charter)
| | | | | | | | |
Delaware | | 27-0306875 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
100 Chelmsford Street
Lowell, MA 01851
(Address of principal executive offices and zip code)
(978) 656-2500
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | |
Title of each class | Trading Symbol(s) | Name of exchange on which registered |
Common Stock, par value $0.001 per share | MTSI | Nasdaq Global Select Market |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| | | | | | | | | | | | | | | | | |
Large accelerated filer | ☒ | | | Accelerated filer | ☐ |
Non-accelerated filer | ☐ | | | Smaller reporting company | ☐ |
| | | | Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of May 1, 2023, there were 70,884,080 shares of the registrant’s common stock outstanding.
MACOM TECHNOLOGY SOLUTIONS HOLDINGS, INC.
FORM 10-Q
TABLE OF CONTENTS
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| | | Page No. |
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Item 1. | | |
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Item 2. | | |
Item 3. | | |
Item 4. | | |
|
Item 1. | | |
Item 1A. | | |
Item 2. | | |
Item 6. | | |
| |
PART I—FINANCIAL INFORMATION
| | | | | |
ITEM 1. | FINANCIAL STATEMENTS |
MACOM TECHNOLOGY SOLUTIONS HOLDINGS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited, in thousands)
| | | | | | | | | | | |
| March 31, 2023 | | September 30, 2022 |
ASSETS | | | |
Current assets: | | | |
Cash and cash equivalents | $ | 136,573 | | | $ | 119,952 | |
Short-term investments | 440,735 | | | 466,580 | |
Accounts receivable, net | 121,823 | | | 101,551 | |
Inventories | 131,882 | | | 114,960 | |
Prepaid and other current assets | 17,303 | | | 10,040 | |
Total current assets | 848,316 | | | 813,083 | |
Property and equipment, net | 123,266 | | | 123,701 | |
Goodwill | 324,610 | | | 311,417 | |
Intangible assets, net | 67,289 | | | 51,254 | |
Deferred income taxes | 217,816 | | | 237,415 | |
| | | |
Other long-term assets | 36,176 | | | 34,947 | |
Total assets | $ | 1,617,473 | | | $ | 1,571,817 | |
LIABILITIES AND STOCKHOLDERS' EQUITY | | | |
Current liabilities: | | | |
Current portion of finance lease obligations | $ | 4,870 | | | $ | 1,006 | |
| | | |
Accounts payable | 31,095 | | | 30,733 | |
Accrued liabilities | 55,284 | | | 65,475 | |
Total current liabilities | 91,249 | | | 97,214 | |
Finance lease obligations, less current portion | 26,486 | | | 27,032 | |
Financing obligation | 9,436 | | | 9,544 | |
Long-term debt | 566,743 | | | 565,920 | |
Other long-term liabilities | 29,544 | | | 29,359 | |
Total liabilities | 723,458 | | | 729,069 | |
Commitments and contingencies (see Note 12) | | | |
Stockholders’ equity: | | | |
Common stock | 71 | | | 70 | |
Treasury stock, at cost | (330) | | | (330) | |
Accumulated other comprehensive income | (1,433) | | | (5,851) | |
Additional paid-in capital | 1,194,719 | | | 1,203,145 | |
Accumulated deficit | (299,012) | | | (354,286) | |
Total stockholders’ equity | 894,015 | | | 842,748 | |
Total liabilities and stockholders' equity | $ | 1,617,473 | | | $ | 1,571,817 | |
See notes to condensed consolidated financial statements.
MACOM TECHNOLOGY SOLUTIONS HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited, in thousands, except per share data)
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | Six Months Ended |
| March 31, 2023 | | April 1, 2022 | | March 31, 2023 | | April 1, 2022 |
Revenue | $ | 169,406 | | | $ | 165,147 | | | $ | 349,510 | | | $ | 324,767 | |
Cost of revenue | 66,716 | | | 66,158 | | | 136,465 | | | 131,636 | |
Gross profit | 102,690 | | | 98,989 | | | 213,045 | | | 193,131 | |
Operating expenses: | | | | | | | |
Research and development | 35,537 | | | 35,455 | | | 74,369 | | | 70,925 | |
Selling, general and administrative | 31,249 | | | 30,963 | | | 64,189 | | | 62,566 | |
| | | | | | | |
Total operating expenses | 66,786 | | | 66,418 | | | 138,558 | | | 133,491 | |
Income from operations | 35,904 | | | 32,571 | | | 74,487 | | | 59,640 | |
Other income (expense): | | | | | | | |
| | | | | | | |
Interest income (expense), net | 1,634 | | | (1,389) | | | 2,236 | | | (3,082) | |
Other (expense) income, net | (123) | | | (55) | | | (178) | | | 114,853 | |
Total other income (expense), net | 1,511 | | | (1,444) | | | 2,058 | | | 111,771 | |
Income before income taxes | 37,415 | | | 31,127 | | | 76,545 | | | 171,411 | |
Income tax expense | 11,660 | | | 1,569 | | | 21,271 | | | 3,026 | |
Net income | $ | 25,755 | | | $ | 29,558 | | | $ | 55,274 | | | $ | 168,385 | |
| | | | | | | |
Net income per share: | | | | | | | |
Income per share - Basic | $ | 0.36 | | | $ | 0.42 | | | $ | 0.78 | | | $ | 2.42 | |
Income per share - Diluted | $ | 0.36 | | | $ | 0.42 | | | $ | 0.77 | | | $ | 2.37 | |
Weighted average shares used: | | | | | | | |
Basic | 70,799 | | | 69,788 | | | 70,640 | | | 69,594 | |
Diluted | 71,402 | | | 71,107 | | | 71,388 | | | 71,166 | |
See notes to condensed consolidated financial statements.
MACOM TECHNOLOGY SOLUTIONS HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited, in thousands)
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | Six Months Ended |
| March 31, 2023 | | April 1, 2022 | | March 31, 2023 | | April 1, 2022 |
Net income | $ | 25,755 | | | $ | 29,558 | | | $ | 55,274 | | | $ | 168,385 | |
Unrealized gain (loss) on short term investments, net of tax | 833 | | | (2,335) | | | 3,380 | | | (2,952) | |
Foreign currency translation gain (loss), net of tax | 301 | | | (679) | | | 1,038 | | | (1,003) | |
Other comprehensive income (loss), net of tax | 1,134 | | | (3,014) | | | 4,418 | | | (3,955) | |
Total comprehensive income | $ | 26,889 | | | $ | 26,544 | | | $ | 59,692 | | | $ | 164,430 | |
See notes to condensed consolidated financial statements.
MACOM TECHNOLOGY SOLUTIONS HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(Unaudited, in thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended |
| | | | | Accumulated Other Comprehensive Income | | Additional Paid-in Capital | | Accumulated Deficit | | Total Stockholders’ Equity |
| Common Stock | | Treasury Stock |
| Shares | | Amount | | Shares | | Amount |
Balance as of December 30, 2022 | 70,757 | | | $ | 71 | | | (23) | | | $ | (330) | | | $ | (2,567) | | | $ | 1,190,137 | | | $ | (324,767) | | | $ | 862,544 | |
| | | | | | | | | | | | | | | |
Vesting of restricted common stock and units | 212 | | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
| | | | | | | | | | | | | | | |
Shares repurchased for tax withholdings on restricted stock awards | (72) | | | — | | | — | | | — | | | — | | | (4,878) | | | — | | | (4,878) | |
Share-based compensation | — | | | — | | | — | | | — | | | — | | | 9,460 | | | — | | | 9,460 | |
Other comprehensive income, net of tax | — | | | — | | | — | | | — | | | 1,134 | | | — | | | — | | | 1,134 | |
| | | | | | | | | | | | | | | |
Net income | — | | | — | | | — | | | — | | | — | | | — | | | 25,755 | | | 25,755 | |
Balance as of March 31, 2023 | 70,897 | | | $ | 71 | | | (23) | | | $ | (330) | | | $ | (1,433) | | | $ | 1,194,719 | | | $ | (299,012) | | | $ | 894,015 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| Six Months Ended |
| | | | | Accumulated Other Comprehensive Income | | Additional Paid-in Capital | | Accumulated Deficit | | Total Stockholders’ Equity |
| Common Stock | | Treasury Stock |
| Shares | | Amount | | Shares | | Amount |
Balance as of September 30, 2022 | 70,022 | | | $ | 70 | | | (23) | | | $ | (330) | | | $ | (5,851) | | | $ | 1,203,145 | | | $ | (354,286) | | | $ | 842,748 | |
| | | | | | | | | | | | | | | |
Vesting of restricted common stock and units | 1,338 | | | 1 | | | — | | | — | | | — | | | — | | | — | | | 1 | |
Issuance of common stock pursuant to employee stock purchase plan | 52 | | | — | | | — | | | — | | | — | | | 2,320 | | | — | | | 2,320 | |
Shares repurchased for tax withholdings on equity awards | (515) | | | — | | | — | | | — | | | — | | | (31,253) | | | — | | | (31,253) | |
Share-based compensation | — | | | — | | | — | | | — | | | — | | | 20,507 | | | — | | | 20,507 | |
Other comprehensive income, net of tax | — | | | — | | | — | | | — | | | 4,418 | | | — | | | — | | | 4,418 | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
Net income | — | | | — | | | — | | | — | | | — | | | — | | | 55,274 | | | 55,274 | |
Balance as of March 31, 2023 | 70,897 | | | $ | 71 | | | (23) | | | $ | (330) | | | $ | (1,433) | | | $ | 1,194,719 | | | $ | (299,012) | | | $ | 894,015 | |
See notes to condensed consolidated financial statements.
MACOM TECHNOLOGY SOLUTIONS HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(Unaudited, in thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended |
| | | | | Accumulated Other Comprehensive Income | | Additional Paid-in Capital | | Accumulated Deficit | | Total Stockholders’ Equity |
| Common Stock | | Treasury Stock |
| Shares | | Amount | | Shares | | Amount |
Balance as of December 31, 2021 | 69,709 | | | $ | 70 | | | (23) | | | $ | (330) | | | $ | 3,209 | | | $ | 1,177,239 | | | $ | (655,414) | | | $ | 524,774 | |
| | | | | | | | | | | | | | | |
Vesting of restricted common stock and units | 315 | | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
| | | | | | | | | | | | | | | |
Shares repurchased for tax withholdings on equity awards | (114) | | | — | | | — | | | — | | | — | | | (7,002) | | | — | | | (7,002) | |
Share-based compensation | — | | | — | | | — | | | — | | | — | | | 9,967 | | | — | | | 9,967 | |
Other comprehensive loss, net of tax | — | | | — | | | — | | | — | | | (3,014) | | | — | | | — | | | (3,014) | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
Net income | — | | | — | | | — | | | — | | | — | | | — | | | 29,558 | | | 29,558 | |
Balance as of April 1, 2022 | 69,910 | | | $ | 70 | | | (23) | | | $ | (330) | | | $ | 195 | | | $ | 1,180,204 | | | $ | (625,856) | | | $ | 554,283 | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| Six Months Ended |
| | | | | Accumulated Other Comprehensive Income | | Additional Paid-in Capital | | Accumulated Deficit | | Total Stockholders’ Equity |
| Common Stock | | Treasury Stock |
| Shares | | Amount | | Shares | | Amount |
Balance as of October 1, 2021 | 68,877 | | | $ | 69 | | | (23) | | | $ | (330) | | | $ | 4,150 | | | $ | 1,269,601 | | | $ | (801,754) | | | $ | 471,736 | |
| | | | | | | | | | | | | | | |
Stock option exercises | 190 | | | — | | | — | | | — | | | — | | | 2,688 | | | — | | | 2,688 | |
Vesting of restricted common stock and units | 1,284 | | | 1 | | | — | | | — | | | — | | | — | | | — | | | 1 | |
Issuance of common stock pursuant to employee stock purchase plan | 56 | | | — | | | — | | | — | | | — | | | 2,447 | | | — | | | 2,447 | |
Shares repurchased for tax withholdings on equity awards | (497) | | | — | | | — | | | — | | | — | | | (34,758) | | | — | | | (34,758) | |
Share-based compensation | — | | | — | | | — | | | — | | | — | | | 19,916 | | | — | | | 19,916 | |
Other comprehensive loss, net of tax | — | | | — | | | — | | | — | | | (3,955) | | | — | | | — | | | (3,955) | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
Cumulative-effect adjustment from adoption of ASU 2020-06 | — | | | — | | | — | | | — | | | — | | | (79,690) | | | 7,513 | | | (72,177) | |
Net income | — | | | — | | | — | | | — | | | — | | | — | | | 168,385 | | | 168,385 | |
Balance as of April 1, 2022 | 69,910 | | | $ | 70 | | | (23) | | | $ | (330) | | | $ | 195 | | | $ | 1,180,204 | | | $ | (625,856) | | | $ | 554,283 | |
See notes to condensed consolidated financial statements.
MACOM TECHNOLOGY SOLUTIONS HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited, in thousands)
| | | | | | | | | | | |
| Six Months Ended |
| March 31, 2023 | | April 1, 2022 |
CASH FLOWS FROM OPERATING ACTIVITIES: | | | |
Net income | $ | 55,274 | | | $ | 168,385 | |
Adjustments to reconcile net income to net cash provided by operating activities: | | | |
Depreciation and intangibles amortization | 25,365 | | | 29,080 | |
Share-based compensation | 20,507 | | | 19,916 | |
| | | |
Deferred income taxes | 20,233 | | | 1,284 | |
Gain on equity method investment, net | — | | | (114,908) | |
Other adjustments, net | (2,784) | | | 1,176 | |
Change in operating assets and liabilities: | | | |
Accounts receivable | (18,316) | | | (15,983) | |
Inventories | (8,236) | | | (10,653) | |
Prepaid expenses and other assets | (2,857) | | | 597 | |
Accounts payable | (253) | | | 1,632 | |
Accrued and other liabilities | (17,471) | | | (4,930) | |
Income taxes | (715) | | | 1,001 | |
Net cash provided by operating activities | 70,747 | | | 76,597 | |
CASH FLOWS FROM INVESTING ACTIVITIES: | | | |
Acquisition of business, net of cash acquired | (50,835) | | | — | |
Proceeds from sale of equity method investment | — | | | 127,750 | |
Purchases of property and equipment | (15,614) | | | (12,184) | |
Proceeds from sale of property and equipment | 8,000 | | | 23 | |
Proceeds from sales and maturities of short-term investments | 261,634 | | | 91,841 | |
Purchases of short-term investments | (228,157) | | | (282,642) | |
| | | |
Net cash used in investing activities | (24,972) | | | (75,212) | |
CASH FLOWS FROM FINANCING ACTIVITIES: | | | |
| | | |
| | | |
Payments on finance leases and other | (591) | | | (500) | |
Proceeds from stock option exercises and employee stock purchases | 2,320 | | | 5,135 | |
Repurchase of common stock - tax withholdings on equity awards | (31,253) | | | (34,758) | |
Net cash used in financing activities | (29,524) | | | (30,123) | |
Foreign currency effect on cash | 370 | | | (224) | |
NET CHANGE IN CASH AND CASH EQUIVALENTS | 16,621 | | | (28,962) | |
CASH AND CASH EQUIVALENTS — Beginning of period | 119,952 | | | 156,537 | |
CASH AND CASH EQUIVALENTS — End of period | $ | 136,573 | | | $ | 127,575 | |
See notes to condensed consolidated financial statements.
MACOM TECHNOLOGY SOLUTIONS HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1.BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Unaudited Interim Financial Information—The accompanying unaudited, condensed consolidated financial statements have been prepared according to the rules and regulations of the United States (the “U.S.”) Securities and Exchange Commission (the “SEC”) and, in the opinion of management, reflect all adjustments, which include normal recurring adjustments, necessary for a fair statement of the condensed consolidated balance sheets, condensed consolidated statements of operations, comprehensive income, stockholders' equity and cash flows of MACOM Technology Solutions Holdings, Inc. (“MACOM”, the “Company”, “us”, “we” or “our”) for the periods presented. We prepare our interim financial information using the same accounting principles we use for our annual audited consolidated financial statements. Certain information and note disclosures normally included in the annual audited consolidated financial statements have been condensed or omitted in accordance with prescribed SEC rules. We believe that the disclosures made in our condensed consolidated financial statements and the accompanying notes are adequate to make the information presented not misleading.
The condensed consolidated balance sheet as of September 30, 2022 is as reported in our audited consolidated financial statements as of that date. Our accounting policies are described in the notes to our September 30, 2022 consolidated financial statements, which were included in our Annual Report on Form 10-K for our fiscal year ended September 30, 2022 filed with the SEC on November 14, 2022 (the “2022 Annual Report on Form 10-K”). We recommend that the financial statements included in this Quarterly Report on Form 10-Q be read in conjunction with the consolidated financial statements and notes included in our 2022 Annual Report on Form 10-K.
Principles of Consolidation, Basis of Presentation and Reclassification—The accompanying condensed consolidated financial statements include our accounts and the accounts of our majority-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. In the condensed consolidated financial statements, certain balances have been reclassified to conform to the current year presentation.
We have a 52- or 53-week fiscal year ending on the Friday closest to the last day of September. Fiscal years 2023 and 2022 each include 52 weeks. To offset the effect of holidays, for fiscal years in which there are 53 weeks, we include the extra week arising in such fiscal years in the first fiscal quarter.
Use of Estimates—The preparation of condensed consolidated financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities during the reporting periods, the reported amounts of revenue and expenses during the reporting periods and the disclosure of contingent assets and liabilities at the date of the financial statements. On an ongoing basis, we base estimates and assumptions on historical experience, currently available information and various other factors that management believes to be reasonable under the circumstances. Actual results may differ materially from these estimates and assumptions. The accounting policies which our management believes involve the most significant application of judgment or involve complex estimation, are inventories and associated reserves; revenue reserves; goodwill and intangible asset valuation; share-based compensation valuations and income taxes.
Recent Accounting Pronouncements—Our Recent Accounting Pronouncements are described in our 2022 Annual Report on Form 10-K.
Pronouncements for Adoption in Subsequent Periods
The FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, amended by ASU 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848, which provides optional expedients and exceptions to applying the guidance on contract modifications, hedge accounting, and other transactions, to simplify the accounting for transitioning from the London Interbank Offered Rate, and other interbank offered rates expected to be discontinued, to alternative reference rates. The guidance in this update was effective upon its issuance. If elected, the guidance is to be applied prospectively through December 31, 2024. We are currently evaluating the effect the potential adoption of this ASU will have on our consolidated financial statements, including, but not limited to, our Credit Agreement (defined below). For additional information regarding our Credit Agreement, refer to Note 9 - Debt.
2. REVENUE
Disaggregation of Revenue
We disaggregate revenue from contracts with customers by markets and geography, as we believe it best depicts how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors.
The following tables present our revenue disaggregated by markets and geography (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | Six Months Ended |
| March 31, 2023 | | April 1, 2022 | | March 31, 2023 | | April 1, 2022 |
Revenue by Market: | | | | | | | |
Telecommunications | $ | 53,888 | | | $ | 62,927 | | | $ | 115,337 | | | $ | 118,749 | |
Industrial & Defense | 77,194 | | | 67,139 | | | 154,363 | | | 140,285 | |
Data Center | 38,324 | | | 35,081 | | | 79,810 | | | 65,733 | |
Total | $ | 169,406 | | | $ | 165,147 | | | $ | 349,510 | | | $ | 324,767 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | Six Months Ended |
| March 31, 2023 | | April 1, 2022 | | March 31, 2023 | | April 1, 2022 |
Revenue by Geographic Region: | | | | | | | |
United States | $ | 82,835 | | | $ | 74,547 | | | $ | 171,423 | | | $ | 148,973 | |
China | 33,325 | | | 46,028 | | | 74,481 | | | 82,091 | |
Asia Pacific, excluding China (1) | 28,008 | | | 25,881 | | | 49,542 | | | 56,531 | |
Other Countries (2) | 25,238 | | | 18,691 | | | 54,064 | | | 37,172 | |
Total | $ | 169,406 | | | $ | 165,147 | | | $ | 349,510 | | | $ | 324,767 | |
(1)Asia Pacific primarily represents Australia, Japan, Malaysia, Singapore, South Korea, Taiwan and Thailand.
(2)No country or region represented greater than 10% of our total revenue as of the dates presented, other than the United States, China and Asia Pacific region as presented above.
Contract Balances
We record contract assets or contract liabilities depending on the timing of revenue recognition, billings and cash collections on a contract-by-contract basis. Our contract liabilities primarily relate to deferred revenue, including advanced consideration received from customers for contracts prior to the transfer of control to the customer, and therefore revenue is subsequently recognized upon delivery of products and services.
The following table presents the changes in contract liabilities during the six months ended March 31, 2023 (in thousands, except percentage):
| | | | | | | | | | | | | | | | | | | | | | | |
| March 31, 2023 | | September 30, 2022 | | $ Change | | % Change |
Contract liabilities | $ | 1,076 | | | $ | 3,916 | | | $ | (2,840) | | | (73) | % |
During the three and six months ended March 31, 2023, we recognized sales of $1.4 million and $2.9 million, respectively, that were included in the contract liabilities balance as of the beginning of the period. The decrease in contract liabilities during the six months ended March 31, 2023 was primarily related to recognition of revenue that was previously deferred for products and services invoiced prior to when certain of our customers obtained control of such products and/or services.
3. ACQUISITIONS
Acquisition of Linearizer Technology Inc.— On March 3, 2023, we completed the acquisition of Linearizer Technology, Inc. (“Linearizer”), a developer of modules and subsystems, including solid state amplifiers (SSPAs), microwave predistortion linearizers and microwave photonics (the “Linearizer Acquisition”). We acquired Linearizer to further strengthen our component and subsystem design expertise in our target markets. In connection with the Linearizer Acquisition, we acquired all of the outstanding shares of Linearizer for total cash consideration of approximately $51.6 million, subject to customary purchase price adjustments. We funded the Linearizer Acquisition with cash-on-hand. During the three and six months ended March 31, 2023, we incurred acquisition-related transaction costs of approximately $1.9 million, which are included in selling, general and administrative expense. There were no transaction costs for the three and six months ended April 1, 2022. The Linearizer Acquisition was accounted for as a business combination and the operations of Linearizer have been included in our consolidated financial statements since the date of acquisition.
The purchase price for the Linearizer Acquisition has been allocated based on preliminary estimates of fair values of the acquired assets and assumed liabilities at the date of acquisition as follows (in thousands):
| | | | | | | | | |
| | | | | At Acquisition Date as Reported March 31, 2023 |
| | | |
Current assets | | | | | $ | 11,726 | |
Property and equipment | | | | | 5,485 | |
Intangible assets | | | | | 29,600 | |
Goodwill | | | | | 12,332 | |
Total assets acquired | | | | | 59,143 | |
Current liabilities | | | | | 7,544 | |
Total liabilities assumed | | | | | 7,544 | |
Purchase Price | | | | | $ | 51,599 | |
We recorded goodwill of $12.3 million. Intangible assets consist of customer relationships of $20.7 million with an 8.6 year life, technology of $7.1 million with a 7.6 year life and a trade name of $1.8 million with a 7.6 year life. We used the income approach to determine the fair value of the definite-lived intangible assets and the cost and market approaches to determine the fair value of our property, plant and equipment. We amortize definite-lived assets based on the pattern over which we expect to receive the economic benefit from these assets. The intangible assets and goodwill acquired will be amortizable for tax purposes due to the Section 338 election filed.
The determination and allocation of purchase price consideration is based on preliminary estimates of fair value; such estimates and assumptions are subject to change within the measurement period (up to one year from the acquisition date). As of March 31, 2023, the purchase price allocation for Linearizer remains open as we gather additional information regarding the assets acquired and the liabilities assumed, primarily in relation to the valuation of intangibles, inventory, fixed assets, leases and contingencies.
Pro forma financial information for the three and six months ended March 31, 2023 and April 1, 2022 and the actual results of operations for Linearizer since the acquisition date are not material to our condensed consolidated financial statements for the periods presented.
On March 3, 2023, we entered into a lease agreement with an entity that is majority-owned by certain former Linearizer employees, which is deemed to be a related party agreement. We have the option to purchase the facility for $3.8 million. As of the date of this Quarterly Report on Form 10-Q, we have not exercised such right. During the three months ended March 31, 2023, we made lease-related payments of $0.2 million. This lease is classified as a finance lease on our condensed consolidated balance sheet and is included in property and equipment of $5.5 million in the purchase price allocation table above.
Other Acquisition— On December 23, 2022, we entered into a definitive agreement to acquire substantially all of the assets and certain specified liabilities of OMMIC SAS, a semiconductor manufacturer based in France with expertise in wafer fabrication, epitaxial growth and monolithic microwave integrated circuit semiconductor processing and integrated circuit design. The purchase price is expected to be approximately €38.5 million, funded by cash-on-hand, and the proposed transaction is expected to close in our fiscal year 2023, subject to regulatory and other government approvals and the satisfaction of certain closing conditions.
4. INVESTMENTS
All investments are short-term in nature and are invested in corporate bonds and commercial paper and are classified as available-for-sale. These corporate bonds and commercial paper are owned directly by the Company and are segregated in brokerage custody accounts. The amortized cost, gross unrealized holding gains or losses and fair value of our available-for-sale investments by major investment type are summarized in the tables below (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | |
| March 31, 2023 |
| Amortized Cost | | Gross Unrealized Holding Gains | | Gross Unrealized Holding Losses | | Aggregate Fair Value |
Corporate bonds | $ | 140,151 | | | $ | 27 | | | $ | (2,999) | | | $ | 137,179 | |
Commercial paper | 303,871 | | | 25 | | | (340) | | | 303,556 | |
Total short-term investments | $ | 444,022 | | | $ | 52 | | | $ | (3,339) | | | $ | 440,735 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| September 30, 2022 |
| Amortized Cost | | Gross Unrealized Holding Gains | | Gross Unrealized Holding Losses | | Aggregate Fair Value |
Corporate bonds | $ | 146,163 | | | $ | 5 | | | $ | (4,492) | | | $ | 141,676 | |
Commercial paper | 326,318 | | | — | | | (1,414) | | | 324,904 | |
Total short-term investments | $ | 472,481 | | | $ | 5 | | | $ | (5,906) | | | $ | 466,580 | |
The contractual maturities of available-for-sale investments were as follows (in thousands):
| | | | | | | | |
| March 31, 2023 | September 30, 2022 |
Less than one year | $ | 347,944 | | $ | 368,141 | |
Over one year | 92,791 | | 98,439 | |
Total available-for-sale investments | $ | 440,735 | | $ | 466,580 | |
We have determined that the gross unrealized losses on available for sale securities as of March 31, 2023 and September 30, 2022 are temporary in nature and/or do not relate to credit loss, and therefore there is no expense for credit losses recorded in our condensed consolidated statements of operations. Unrealized gains and losses on available-for-sale investments are reported as a separate component of stockholders’ equity within accumulated other comprehensive income.
During the three months ended March 31, 2023 and April 1, 2022, Interest income (expense), net included interest income on short-term investments of $5.1 million and $0.5 million, respectively. During the six months ended March 31, 2023 and April 1, 2022, Interest income (expense), net included interest income on short-term investments of $8.7 million and $0.8 million, respectively.
Other Investments — As of March 31, 2023, we held a non-marketable equity investment in Series B preferred stock of a privately held manufacturing corporation with preferred liquidation rights over other equity shares. As the equity securities do not have a readily determinable fair value and do not qualify for the practical expedient under Accounting Standards Codification 820, Fair Value Measurement, we have elected to account for this investment at cost less any impairment. We evaluate this investment for impairment at each balance sheet date. As of March 31, 2023 and September 30, 2022, the carrying value of this investment was $2.5 million and it was classified as a long-term investment.
On December 23, 2021, we sold our non-controlling investment of less than 10% in the outstanding equity of a private company to one of the other limited liability company members, pursuant to the terms of a previously negotiated call option included in the private company’s limited liability company agreement, as amended and restated (the “LLC Agreement”), in exchange for a predetermined fixed price as set forth in the LLC Agreement of approximately $127.8 million in cash consideration. As of December 23, 2021, the carrying value of this investment was approximately $9.5 million. As a result of this transaction, during the three months ended December 31, 2021, we recorded a gain of $118.2 million in Other (expense) income, net in our condensed consolidated statements of operations. The six months ended April 1, 2022 includes a gain on the sale of our equity method investment of $118.2 million, and we recorded net losses of $3.3 million associated with such equity method investment.
5. FAIR VALUE
We group our financial assets and liabilities measured at fair value on a recurring basis in three levels, based on the markets in which the assets and liabilities are traded, and the reliability of the assumptions used to determine fair value. These levels are:
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Level 1 - Quoted prices in active markets for identical assets or liabilities. |
Level 2 - Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets with insufficient volume or infrequent transactions (less active markets), or model-driven valuations in which all significant inputs are observable or can be derived principally from, or corroborated with, observable market data. |
Level 3 - Fair value is derived from valuation techniques in which one or more significant inputs are unobservable, including assumptions and judgments made by us. |
Assets and Liabilities Measured and Recorded at Fair Value on a Recurring Basis
We measure certain assets and liabilities at fair value on a recurring basis such as our financial instruments. There have been no transfers between Level 1, 2 or 3 assets or liabilities during the three and six months ended March 31, 2023.
Assets and liabilities measured at fair value on a recurring basis consist of the following (in thousands):
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| March 31, 2023 |
| Fair Value | | Active Markets for Identical Assets (Level 1) | | Observable Inputs (Level 2) | | Unobservable Inputs (Level 3) |
Assets | | | | | | | |
Money market funds | $ | 20,570 | | | $ | 20,570 | | | $ | — | | | $ | — | |
Commercial paper | 303,556 | | | — | | | 303,556 | | | — | |
Corporate bonds | 137,179 | | | — | | | 137,179 | | | — | |
Total assets measured at fair value | $ | 461,305 | | | $ | 20,570 | | | $ | 440,735 | | | $ | — | |
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| September 30, 2022 |
| Fair Value | | Active Markets for Identical Assets (Level 1) | | Observable Inputs (Level 2) | | Unobservable Inputs (Level 3) |
Assets | | | | | | | |
Money market funds | $ | 1,392 | | | $ | 1,392 | | | $ | — | | | $ | — | |
Commercial paper | 324,904 | | | — | | | 324,904 | | | — | |
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Corporate bonds | 141,676 | | | — | | | 141,676 | | | — | |
Total assets measured at fair value | $ | 467,972 | | | $ | 1,392 | | | $ | 466,580 | | | $ | — | |
6. INVENTORIES
Inventories consist of the following (in thousands):
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| March 31, 2023 | | September 30, 2022 |
Raw materials | $ | 83,057 | | | $ | 72,595 | |
Work-in-process | 16,990 | | | 12,455 | |
Finished goods | 31,835 | | | 29,910 | |
Total inventory, net | $ | 131,882 | | | $ | 114,960 | |
7. PROPERTY AND EQUIPMENT
Property and equipment consists of the following (in thousands):
| | | | | | | | | | | |
| March 31, 2023 | | September 30, 2022 |
Construction in process | $ | 14,318 | | | $ | 10,837 | |
Machinery and equipment | 229,125 | | | 227,844 | |
Leasehold improvements | 35,288 | | | 35,651 | |
Furniture and fixtures | 2,601 | | | 2,535 | |
Computer equipment and software | 18,519 | | | 18,347 | |
Finance lease assets | 38,238 | | | 34,417 | |
Total property and equipment | 338,089 | | | 329,631 | |
Less accumulated depreciation and amortization | (214,823) | | | (205,930) | |
Property and equipment, net | $ | 123,266 | | | $ | 123,701 | |
Depreciation and amortization expense related to property and equipment for the three and six months ended March 31, 2023 was $5.8 million and $11.8 million, respectively. Depreciation and amortization expense related to property and equipment for the three and six months ended April 1, 2022 was $5.8 million and $11.7 million, respectively. Accumulated amortization on finance lease assets as of March 31, 2023 and September 30, 2022 was $6.7 million and $5.8 million, respectively.
8. INTANGIBLE ASSETS
Amortization expense related to intangible assets is as follows (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | Six Months Ended |
| March 31, 2023 | | April 1, 2022 | | March 31, 2023 | | April 1, 2022 |
Cost of revenue | $ | 988 | | | $ | 1,778 | | | $ | 1,898 | | | $ | 4,283 | |
Selling, general and administrative | 5,764 | | | 6,276 | | | 11,667 | | | 13,058 | |
Total | $ | 6,752 | | | $ | 8,054 | | | $ | 13,565 | | | $ | 17,341 | |
Intangible assets consist of the following (in thousands):
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| March 31, 2023 | | September 30, 2022 |
Acquired technology | $ | 186,534 | | | $ | 179,434 | |
Customer relationships | 266,570 | | | 245,870 | |
Trade name | 5,200 | | | 3,400 | |
Total | 458,304 | | | 428,704 | |
Less accumulated amortization | (391,015) | | | (377,450) | |
Intangible assets — net | $ | 67,289 | | | $ | 51,254 | |
A summary of the activity in gross intangible assets and goodwill is as follows (in thousands):
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| Intangible Assets | | |
| Total Intangible Assets | | Acquired Technology | | Customer Relationships | | Trade Name | | Goodwill |
Balance as of September 30, 2022 | $ | 428,704 | | | $ | 179,434 | | | $ | 245,870 | | | $ | 3,400 | | | $ | 311,417 | |
Acquired | 29,600 | | | 7,100 | | | 20,700 | | | 1,800 | | | 12,332 | |
Currency translation adjustment | — | | | — | | | — | | | — | | | 861 | |
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Balance as of March 31, 2023 | $ | 458,304 | | | $ | 186,534 | | | $ | 266,570 | | | $ | 5,200 | | | $ | 324,610 | |
As of March 31, 2023, our estimated amortization of our intangible assets in future fiscal years was as follows (in thousands):
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| 2023 Remaining | 2024 | 2025 | 2026 | 2027 | Thereafter | Total |
Amortization expense | $ | 14,295 | | 18,643 | | 7,381 | | 6,397 | | 5,842 | | 11,331 | | $ | 63,889 | |
Accumulated amortization for acquired technology and customer relationships were $177.1 million and $213.9 million, respectively, as of March 31, 2023, and $175.2 million and $202.3 million, respectively, as of September 30, 2022.
9. DEBT
The following represents the outstanding balances and effective interest rates of our borrowings as of March 31, 2023 and September 30, 2022, (in thousands, except percentages):
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| March 31, 2023 | | September 30, 2022 |
| Principal Balance | Effective Interest Rate | | Principal Balance | Effective Interest Rate |
LIBOR plus 2.25% term loans due May 2024 | $ | 120,766 | | 6.88 | % | | $ | 120,766 | | 4.77 | % |
0.25% convertible notes due March 2026 | 450,000 | | 0.54 | % | | 450,000 | | 0.54 | % |
Total principal amount outstanding | 570,766 | | | | 570,766 | | |
Less: Unamortized discount on term loans and deferred financing costs | (4,023) | | | | (4,846) | | |
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Total long-term debt | $ | |