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mtsi-20240502
0001493594false00014935942024-05-022024-05-02

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): May 2, 2024
MACOM Technology Solutions Holdings, Inc.
(Exact name of registrant as specified in its charter)
Delaware001-3545127-0306875
(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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of exchange on which registered
Common Stock, par value $0.001 per shareMTSINasdaq Global Select Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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.¨



Item 2.02. Results of Operations and Financial Condition.
On May 2, 2024, MACOM Technology Solutions Holdings, Inc. issued a press release reporting its results of operations for the fiscal second quarter ended March 29, 2024. A copy of the press release is furnished as Exhibit 99.1 to this report.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
 
Exhibit
Number		Description
99.1
104Cover Page Interactive Data File (embedded within the Inline XBRL document)




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.
 
MACOM TECHNOLOGY SOLUTIONS HOLDINGS, INC.
Dated: May 2, 2024By:/s/ John F. Kober
John F. Kober
Senior Vice President and Chief Financial Officer
Document

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MACOM Reports Fiscal Second Quarter 2024 Financial Results

LOWELL, MA, May 2, 2024 – MACOM Technology Solutions Holdings, Inc. (“MACOM”) (Nasdaq: MTSI), a leading supplier of semiconductor products, today announced its financial results for its fiscal second quarter ended March 29, 2024.
Second Quarter Fiscal Year 2024 GAAP Results
•Revenue was $181.2 million, an increase of 7.0%, compared to $169.4 million in the previous year fiscal second quarter and an increase of 15.3% compared to $157.1 million in the prior fiscal quarter;
•Gross margin was 52.5%, compared to 60.6% in the previous year fiscal second quarter and 55.6% in the prior fiscal quarter;
•Income from operations was $15.4 million, or 8.5% of revenue, compared to income from operations of $35.9 million, or 21.2% of revenue, in the previous year fiscal second quarter and income from operations of $11.0 million, or 7.0% of revenue, in the prior fiscal quarter; and
•Net income was $15.0 million, or $0.20 per diluted share, compared to net income of $25.8 million, or $0.36 per diluted share, in the previous year fiscal second quarter and net income of $12.5 million, or $0.17 per diluted share, in the prior fiscal quarter.

Second Quarter Fiscal Year 2024 Adjusted Non-GAAP Results
•Adjusted gross margin was 57.1%, compared to 62.1% in the previous year fiscal second quarter and 59.2% in the prior fiscal quarter;
•Adjusted income from operations was $40.2 million, or 22.2% of revenue, compared to adjusted income from operations of $56.6 million, or 33.4% of revenue, in the previous year fiscal second quarter and adjusted income from operations of $38.6 million, or 24.5% of revenue, in the prior fiscal quarter; and
•Adjusted net income was $43.2 million, or $0.59 per diluted share, compared to adjusted net income of $56.7 million, or $0.79 per diluted share, in the previous year fiscal second quarter and adjusted net income of $41.8 million, or $0.58 per diluted share, in the prior fiscal quarter.
Management Commentary
“Our engineering, sales, operations, quality and administrative teams are doing an excellent job supporting our customers,” said Stephen G. Daly, President and Chief Executive Officer. “As a result, we expect continued improvements in our financial performance in the second half of our fiscal year.”
Business Outlook
For the fiscal third quarter ending June 28, 2024, MACOM expects revenue to be in the range of $187 million to $193 million. Adjusted gross margin is expected to be between 56% and 58%, and adjusted earnings per diluted share is expected to be between $0.63 and $0.69 utilizing an anticipated non-GAAP income tax rate of 3% and 74.0 million fully diluted shares outstanding.
Conference Call
MACOM will host a conference call on Thursday, May 2, 2024 at 8:30 a.m. Eastern Time to discuss its fiscal second quarter 2024 financial results and business outlook. Investors and analysts may visit MACOM's Investor Relations website at https://ir.macom.com/events-webcasts to register for a user-specific access code for the live call or to access the live webcast. A replay of the call will be available within 24 hours and remain accessible by all interested parties for approximately 90 days.


About MACOM
MACOM designs and manufactures high-performance semiconductor products for the Telecommunications, Industrial and Defense and Data Center industries. MACOM services over 6,000 customers annually with a broad product portfolio that incorporates RF, Microwave, Analog and Mixed Signal and Optical semiconductor technologies. MACOM has achieved certification to the IATF16949 automotive standard, the AS9100D aerospace standard, the ISO9001 international quality standard and the ISO14001 environmental management standard. MACOM operates facilities across the United States, Europe, Asia and is headquartered in Lowell, Massachusetts.
Special Note Regarding Forward-Looking Statements
This press release and the associated earnings call contains forward-looking statements based on MACOM management’s beliefs and assumptions and on information currently available to our management. These forward-looking statements include, among others, statements about MACOM’s strategic plans, priorities and long-term growth drivers, our ability to execute our long-term strategy, strengthen our position and drive market share gains and growth, our ability to develop new products, achieve market acceptance of those products and better address certain markets, expand our capabilities and extend our product offerings through the acquisitions of Linearizer Communications Group and the radio frequency (RF) business of Wolfspeed, Inc. and through the establishment of our European Semiconductor Center, and the teams’ capabilities and technologies and expansion thereof and any potential financial benefits derived by and financial impact to MACOM therefrom, strength and competitiveness of new product introductions and technology portfolio expansion, including the anticipated rate of new product introductions, anticipated demand for our products, MACOM’s profitability, revenue targets, prospects and growth opportunities in our three primary markets, the potential impact to our business of an economic downturn or recession, anticipated financial and business performance improvements, the estimated financial results for our 2024 fiscal third quarter and the stated business outlook and future results of operations.
These forward-looking statements 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 indicated by the forward-looking statements, including our ability to develop new products and achieve market acceptance of those products; component shortages or other disruptions in our supply chain, including as a result of geopolitical unrest or otherwise; inflationary pressures; any failure to accurately anticipate demand for our products and effectively manage our inventory; our dependence on a limited number of customers; risks related to any weakening of economic conditions; our ability to compete effectively; and those other factors described in “Risk Factors” in MACOM’s filings with the Securities and Exchange Commission (“SEC”), including its Annual Report on Form 10-K, its Quarterly Reports on Form 10-Q and other filings with the SEC. These forward-looking statements speak only as of the date of this press release, and MACOM undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.
Discussion Regarding the Use of Historical and Forward-Looking Non-GAAP Financial Measures
In addition to United States Generally Accepted Accounting Principles (“GAAP”) reporting, MACOM provides investors with financial measures that have not been calculated in accordance with GAAP, such as: non-GAAP gross profit and gross margin, non-GAAP operating expenses, non-GAAP income from operations and operating margin, non-GAAP EBITDA, non-GAAP net income, non-GAAP diluted earnings per share, non-GAAP income tax rate and non-GAAP interest income. In this release or elsewhere, we may alternatively refer to such non-GAAP measures as “adjusted” measures. This non-GAAP information excludes the effect, where applicable, of intangible amortization expense, share-based compensation expense, non-cash interest, net, acquisition and integration related costs, debt extinguishment costs and the tax effect of each non-GAAP adjustment.
Management believes these excluded items are not reflective of our underlying performance and uses these non-GAAP financial measures to: evaluate our ongoing operating performance and compare it against prior periods, make operating decisions, forecast future periods, evaluate potential acquisitions, compare our operating performance against peer companies and assess certain compensation programs. We believe this non-GAAP financial information provides additional insight into our ongoing performance and have therefore chosen to


provide this information to investors to help them evaluate the results of our ongoing 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. We have not provided a reconciliation with respect to any forward-looking non-GAAP financial data presented because we do not have and cannot reliably estimate certain key inputs required to calculate the most comparable GAAP financial data, such as future acquisition costs, the possibility and impact of any litigation costs, changes in our GAAP effective tax rate and impairment charges. We believe these unknown inputs are likely to have a significant impact on any estimate of the comparable GAAP financial data.
Investors are cautioned against placing undue reliance on non-GAAP financial measures and are urged to review and consider carefully the adjustments made by management to the most directly comparable GAAP financial measures. Non-GAAP financial measures may have limited value as analytical tools because they may exclude certain expenses that some investors consider important in evaluating our operating performance or ongoing business performance. Further, non-GAAP financial measures may have limited value for purposes of drawing comparisons between companies because different companies may calculate similarly titled non-GAAP financial measures in different ways because non-GAAP measures are not based on any comprehensive set of accounting rules or principles.
Additional information and management’s assessment regarding why certain items are excluded from our non-GAAP measures are summarized below:
Amortization Expense – is related to acquired intangible assets which are based upon valuation methodologies and are generally amortized over the expected life of the intangible asset at the time of acquisition, which may result in amortization amounts that vary over time. This non-cash expense is not considered by management in making operating decisions.
Share-Based Compensation Expense – includes share-based compensation expense for awards that are equity and liability classified on our balance sheet and the related employer tax expense at vesting. Share-based compensation expense is partially outside of our control due to factors such as stock price volatility and interest rates, which may be unrelated to our operating performance during the period in which the expense is incurred. It is an expense based upon valuation methodologies and assumptions that vary over time, and the amount of the expense can vary significantly between companies. Share-based compensation expense amounts are not considered by management in making operating decisions.
Non-cash Interest, Net – includes amounts associated with the amortization of certain fees associated with the establishment or amendment of our term loans and convertible notes that are being amortized over the life of the agreements. We believe these amounts are non-cash in nature, are not correlated to future business operations and do not reflect our ongoing operations.
Acquisition and Integration Related Costs – includes items such as professional fees, employee severance and other costs incurred in connection with acquisitions and integration specific activities which are not expected to have a continuing contribution to operations and the amortization of the fair market step-up value of acquired inventory and fixed assets. We believe the exclusion of these items is useful in providing management a basis to evaluate ongoing operating activities and strategic decision making.
Tax Effect of Non-GAAP Adjustments – includes adjustments to arrive at an estimate of our non-GAAP income tax rate associated with our non-GAAP income over a period of time. We determine our non-GAAP income tax rate using applicable rates in taxing jurisdictions and assessing certain factors including our historical and forecast earnings by jurisdiction, discrete items, cash taxes paid in relation to our non-GAAP net income before income taxes and our ability to realize tax assets. We generally assess this non-GAAP income tax rate quarterly and have utilized 3% for our first two fiscal quarters of fiscal year 2024 and for our fiscal year 2023. Our historical effective income tax rate under GAAP has varied significantly from our non-GAAP income tax rate due primarily to income taxed in foreign jurisdictions at generally lower tax rates, research and development tax credits and acquisition expenses. We believe it is beneficial for management to review our non-GAAP income


tax rate on a consistent basis over periods of time. Items such as those noted above may have a significant impact on our GAAP income tax expense and associated effective tax rate over time.
Adjusted EBITDA – is a calculation that adds depreciation expense to our adjusted income from operations. Management reviews and utilizes this measure for operational analysis purposes. We believe competitors and others in the financial industry also utilize this measure for analysis purposes.


* * *
Company Contact:
MACOM Technology Solutions Holdings, Inc.
Stephen Ferranti
Vice President, Corporate Development and Investor Relations
P: 978-656-2977
E: stephen.ferranti@macom.com


MACOM TECHNOLOGY SOLUTIONS HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited and in thousands, except per share data)
 Three Months EndedSix Months Ended
March 29, 2024December 29, 2023March 31, 2023March 29, 2024March 31, 2023
Revenue$181,234 $157,148 $169,406 $338,382 $349,510 
Cost of revenue86,022 69,838 66,716 155,860 136,465 
Gross profit95,212 87,310 102,690 182,522 213,045 
Operating expenses:
Research and development45,621 39,413 35,537 85,034 74,369 
Selling, general and administrative34,184 36,887 31,249 71,071 64,189 
 Total operating expenses79,805 76,300 66,786 156,105 138,558 
Income from operations15,407 11,010 35,904 26,417 74,487 
Other income (expense):
 Interest income5,366 5,556 5,064 10,921 8,749 
 Interest expense(1,285)(1,290)(3,430)(2,574)(6,513)
 Other expense, net— — (123)— (178)
 Total other income4,081 4,266 1,511 8,347 2,058 
Income before income taxes19,488 15,276 37,415 34,764 76,545 
Income tax expense4,508 2,750 11,660 7,258 21,271 
Net income$14,980 $12,526 $25,755 $27,506 $55,274 
Net income per share:
Income per share - Basic$0.21 $0.18 $0.36 $0.38 $0.78 
Income per share - Diluted$0.20 $0.17 $0.36 $0.38 $0.77 
Weighted average common shares:
Shares - Basic72,076 71,425 70,799 71,750 70,640 
Shares - Diluted73,272 72,286 71,402 72,779 71,388 



MACOM TECHNOLOGY SOLUTIONS HOLDINGS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited and in thousands)
March 29, 2024September 29, 2023
 ASSETS
 Current assets:
 Cash and cash equivalents$114,990 $173,952 
 Short-term investments361,423 340,574 
 Accounts receivable, net120,222 91,253 
 Inventories177,806 136,300 
 Prepaid and other current assets23,997 19,114 
 Total current assets798,438 761,193 
 Property and equipment, net180,229 149,496 
 Goodwill and intangible assets, net423,386 390,392 
 Deferred income taxes214,061 218,107 
 Other long-term assets60,274 34,056 
Total assets$1,676,388 $1,553,244 
 LIABILITIES AND STOCKHOLDERS’ EQUITY
 Current liabilities:
Current portion of finance lease obligations$948 $1,162 
Accounts payable44,341 24,966 
Accrued liabilities63,564 57,397 
 Total current liabilities108,853 83,525 
 Finance lease obligations, less current portion31,427 31,776 
 Financing obligation9,156 9,307 
 Long-term debt obligations447,707 447,134 
 Other long-term liabilities33,632 33,902 
 Total liabilities630,775 605,644 
Stockholders’ equity
1,045,613 947,600 
Total liabilities and stockholders’ equity
$1,676,388 $1,553,244 





MACOM TECHNOLOGY SOLUTIONS HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited and in thousands)
Six Months Ended
March 29, 2024March 31, 2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income$27,506 $55,274 
Depreciation and intangible asset amortization31,486 25,365 
Share-based compensation20,747 20,507 
Deferred income taxes3,706 20,233 
Other adjustments, net(1,497)(2,784)
Accounts receivable(31,327)(18,316)
Inventories(12,325)(8,236)
Accrued and other liabilities(2,301)(17,471)
Change in other operating assets and liabilities15,307 (3,825)
Net cash provided by operating activities51,302 70,747 
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of business, net(74,813)(50,835)
Sales, purchases and maturities of investments(15,478)33,477 
Purchases of property and equipment(9,782)(15,614)
Proceeds from sale of assets— 8,000 
Net cash used in investing activities(100,073)(24,972)
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on finance leases and other(703)(591)
Proceeds from stock option exercises and employee stock purchases2,849 2,320 
Common stock withheld for taxes on employee equity awards(12,522)(31,253)
Net cash used in financing activities(10,376)(29,524)
Foreign currency effect on cash185 370 
NET CHANGE IN CASH AND CASH EQUIVALENTS(58,962)16,621 
CASH AND CASH EQUIVALENTS — Beginning of period173,952 119,952 
CASH AND CASH EQUIVALENTS — End of period$114,990 

$136,573 
Supplemental disclosure of non-cash activities
Issuance of common stock in connection with the acquisition of the RF business of Wolfspeed, Inc.
$57,733 $— 



MACOM TECHNOLOGY SOLUTIONS HOLDINGS, INC.
RECONCILIATIONS OF GAAP TO NON-GAAP RESULTS
(unaudited and in thousands, except per share data)
Three Months EndedSix Months Ended
March 29, 2024December 29, 2023March 31, 2023March 29, 2024March 31, 2023
 Amount % Revenue Amount % Revenue Amount % Revenue Amount % Revenue Amount % Revenue
Gross profit - GAAP$95,212 52.5 $87,310 55.6 $102,690 60.6 $182,522 53.9 $213,045 61.0 
Amortization expense4,200 2.3 1,942 1.2 987 0.6 6,142 1.8 1,897 0.5 
Share-based compensation expense1,820 1.0 1,550 1.0 1,261 0.7 3,370 1.0 2,735 0.8 
Acquisition and integration related costs2,226 1.2 2,289 1.5 221 0.1 4,516 1.3 221 0.1 
Adjusted gross profit (Non-GAAP)$103,458 57.1 $93,091 59.2 $105,159 62.1 $196,550 58.1 $217,898 62.3 
Three Months EndedSix Months Ended
March 29, 2024December 29, 2023March 31, 2023March 29, 2024March 31, 2023
 Amount % Revenue Amount % Revenue Amount % Revenue Amount % Revenue Amount % Revenue
Operating expenses - GAAP$79,805 44.0 $76,300 48.6 $66,786 39.4 $156,105 46.1 $138,558 39.6 
Amortization expense(4,121)(2.3)(4,798)(3.1)(5,765)(3.4)(8,919)(2.6)(11,667)(3.3)
Share-based compensation expense(11,308)(6.2)(8,319)(5.3)(9,594)(5.7)(19,627)(5.8)(21,567)(6.2)
Acquisition and integration related costs(1,107)(0.6)(8,644)(5.5)(2,822)(1.7)(9,751)(2.9)(2,822)(0.8)
Adjusted operating expenses (Non-GAAP)$63,269 34.9 $54,539 34.7 $48,605 28.7 $117,808 34.8 $102,502 29.3 
Three Months EndedSix Months Ended
March 29, 2024December 29, 2023March 31, 2023March 29, 2024March 31, 2023
 Amount % Revenue Amount % Revenue Amount % Revenue Amount % Revenue Amount % Revenue
Income from operations - GAAP$15,407 8.5 $11,010 7.0 $35,904 21.2 $26,417 7.8 $74,487 21.3 
Amortization expense8,321 4.6 6,740 4.3 6,752 4.0 15,061 4.5 13,564 3.9 
Share-based compensation expense13,128 7.2 9,869 6.3 10,855 6.4 22,997 6.8 24,302 7.0 
Acquisition and integration related costs3,333 1.8 10,933 7.0 3,043 1.8 14,267 4.2 3,043 0.9 
Adjusted income from operations (Non-GAAP)$40,189 22.2 $38,552 24.5 $56,554 33.4 $78,742 23.3 $115,396 33.0 
Depreciation expense7,253 4.0 6,254 4.0 5,759 3.4 13,507 4.0 11,801 3.4 
Adjusted EBITDA (Non-GAAP)$47,442 26.2 $44,806 28.5 $62,313 36.8 $92,249 27.3 $127,197 36.4 
Three Months EndedSix Months Ended
March 29, 2024December 29, 2023March 31, 2023March 29, 2024March 31, 2023
 Amount % Revenue Amount % Revenue Amount % Revenue Amount % Revenue Amount % Revenue
Net income - GAAP$14,980 8.3 $12,526 8.0 $25,755 15.2 $27,506 8.1 $55,274 15.8 
Amortization expense8,321 4.6 6,740 4.3 6,752 4.0 15,061 4.5 13,564 3.9 
Share-based compensation expense13,128 7.2 9,869 6.3 10,855 6.4 22,997 6.8 24,302 7.0 
Non-cash interest, net287 0.2 287 0.2 411 0.2 573 0.2 823 0.2 
Acquisition and integration related costs3,333 1.8 10,933 7.0 3,043 1.8 14,267 4.2 3,043 0.9 
Tax effect of non-GAAP adjustments3,171 1.7 1,457 0.9 9,906 5.8 4,628 1.4 17,723 5.1 
Adjusted net income (Non-GAAP)$43,220 23.8 $41,812 26.6 $56,722 33.5 $85,032 25.1 $114,729 32.8 
Three Months EndedSix Months Ended
March 29, 2024December 29, 2023March 31, 2023March 29, 2024March 31, 2023
Net income Income per diluted shareNet incomeIncome per diluted shareNet incomeIncome per diluted shareNet incomeIncome per diluted shareNet incomeIncome per diluted share
Net income - GAAP diluted$14,980 $0.20 $12,526 $0.17 $25,755 $0.36 $27,506 $0.38 $55,274 $0.77 
Adjusted net income (Non-GAAP)$43,220 $0.59 $41,812 $0.58 $56,722 $0.79 $85,032 $1.17 $114,729 $1.61 
Three Months EndedSix Months Ended
March 29, 2024December 29, 2023March 31, 2023March 29, 2024March 31, 2023
 Amount % Revenue Amount % Revenue Amount % Revenue Amount % Revenue Amount % Revenue
Interest income - GAAP$(5,366)(3.0)$(5,556)(3.5)$(5,064)(3.0)$(10,921)(3.2)$(8,749)(2.5)
Interest expense - GAAP1,285 0.7 1,290 0.8 3,430 2.0 2,574 0.8 6,513 1.9 
Non-cash interest expense(287)(0.2)(287)(0.2)(411)(0.2)(573)(0.2)(823)(0.2)
Adjusted interest income (Non-GAAP)$(4,368)(2.4)$(4,553)(2.9)$(2,045)(1.2)$(8,920)(2.6)$(3,059)(0.9)