UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

x
þANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended October 2, 2015September 30, 2016

OR

¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to                    

__________to__________

Commission file number: 001-35451

M/A-COM


MACOM Technology Solutions Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware27-0306875

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

100 Chelmsford Street, Lowell, Massachusetts01851
(Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code: (978) 656-2500

Registrant’s telephone number, including area code: (978) 656-2500

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Name of Each Exchange on Which Registered

Common Stock, par value $0.001 per shareNASDAQ Global Select Market


Securities registered pursuant to Section 12(g) of the Act:

None


Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities

Act.

Act.     þx Yes  Yes ¨ No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the

Act.

Act.     þx Yes  Yes ¨ No

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.
xþ Yes ¨ No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). xþ Yes ¨ No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” inRule 12b-2 of the Exchange Act.

Large accelerated filer  xAccelerated filer  ¨Non-accelerated filer  ¨

Smaller reporting company      ¨

Large accelerated filer þ
Accelerated filer¨
Non-accelerated filer ¨
 Smaller reporting company¨
 (Do not check if a smaller
reporting company)
 


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange

Act).

¨£ Yesx R No

The aggregate market value of the registrant’s common stock held by non-affiliates of the registrant as of April 3, 2015,1, 2016, the last business day of the registrant’sregistrant's second fiscal quarter, was approximately $869.7 million$1.3 billion based on the closing price of the registrant’s common stock as of such date as reported on the NASDAQ Global Select Market. For purposes of the foregoing calculations only, shares of common stock held by each executive officer and director of the registrant and their respective affiliates have been excluded, as such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.


The number of outstanding shares of the registrant’s common stock, par value $0.001 per share, as of November 20, 201511, 2016 was 53,073,246.

53,689,550.


DOCUMENTS INCORPORATED BY REFERENCE


Part III incorporates certain information by reference from the registrant’sregistrant's definitive proxy statement for the 20162017 Annual Meeting of Stockholders, which will be filed no later than 120 days after the close of the registrant’sregistrant's fiscal year ended October 2, 2015.


M/A-COMSeptember 30, 2016.



MACOM TECHNOLOGY SOLUTIONS HOLDINGS, INC.


ANNUAL REPORT ON FORM 10-K

FOR THE FISCAL YEAR ENDED OCTOBER 2, 2015

SEPTEMBER 30, 2016


TABLE OF CONTENTS

PAGE NO.

PART I

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CAUTIONARY STATEMENT


This Annual Report on Form 10-K (Annual Report) contains forward-looking statements, including statements regarding our business outlook, strategy, plans, expectations, estimates and objectives for future operations, and our future results of operations and financial position. Forward-looking statements include all statements that are not historical facts and generally may be identified by terms such as “anticipates,” “believes,” “could,” “continue,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “seeks,” “should,” “targets,” “will,” “would,”“would” or similar expressions or variations or the negatives of those terms, but are not the exclusive means of identifying forward-looking statements in this Annual Report.

Although forward-looking statements in this Annual Report reflect the good faith judgment of our management based on what we know at the time they are made, such statements involve inherent risks and uncertainties and actual results and outcomes may differ materially and adversely from the results and outcomes expressed or implied by our forward-looking statements. A number of important factors could cause actual results to differ materially and adversely from those in the forward-looking statements. We urge you to consider the risks and uncertainties in “Item 1A - Risk Factors” and elsewhere in this Annual Report and the other documents filed by us with the Securities and Exchange Commission (SEC). Except as required by law, we have no plans, and undertake no obligation, to revise or update our forward-looking statements to reflect any event or circumstance that may arise after the date of this Annual Report. We caution readers notundertake no obligation to place undue reliance uponupdate any such forward-looking statements which speak only as ofto reflect events or circumstances after the date made.

of such statements.

In this document, the words “Company,” “we,” “our,” “us,” and similar terms refer only to M/A-COMMACOM Technology Solutions Holdings, Inc. and its consolidated subsidiaries, and not any other person or entity.

M/A-COM”MACOM,” “M/A-COM,” “M/A-COM Technology Solutions,” “M/A-COM Tech,” “Partners in RF & Microwave” and “MACOM”related logos are trademarks of M/A-COMMACOM Technology Solutions Holdings, Inc. All other brands and names listed are trademarks of their respective owners.



PART l

ITEM 1. BUSINESS

Overview

We are a leading provider of high-performance analog semiconductor solutions that enable next-generation internet applications, the cloud connected apps economy, and the modern, networked battlefield across the radio frequency (RF), microwave, millimeterwave and photonic spectrum. Our technology enables next-generation radars for air traffic control and weather forecasting, as well as mission success on the modern networked battlefield. We help our customers, including some of the world’s leading communications infrastructure, aerospace and defense companies, solve complex challenges in areas including network capacity, signal coverage, energy efficiency and field reliability, utilizing our best-in-class team and broad portfolio of analog RF, microwave, millimeterwave and photonic semiconductor solutions.
We design and manufacture differentiated, high-value products for customers who demand high performance, quality and reliability. We offer a broad portfolio of over 3,5004,500 standard and custom devices, which include integrated circuits (IC), multi-chip modules (MCM), power pallets and transistors, diodes, amplifiers, switches and switch limiters, passive and active components and complete subsystems, across approximatelymore than 40 product lines serving over 6,0006,500 end customers in three primary markets. Our semiconductor products are electronic components that our customers incorporate into their larger electronic systems, such as, point-to-point wireless backhaul radios, high density networks, active antenna arrays, radar, magnetic resonance imaging systems (MRI) and unmanned aerial vehicles (UAVs). Our primary markets are: Networks, which includes carrier and enterprise infrastructure, wired broadband and cellular backhaul, cellular infrastructure, photonic solutions and fiber optic applications; Aerospace and Defense (A&D), which includes military and commercial radar, RF jammers, electronic countermeasures, and communication data links; and, Multi-market, which includes industrial, medical, test and measurement and scientific applications.

We have built upon a 60-year heritage of delivering innovative solutions dating back to the founding of Microwave Associates, Inc. We utilize our system-level knowledge and our extensive capabilities in high-frequency modeling, IC design, integration, packaging and manufacturing of semiconductors to address our customers’ needs. Our specialized engineers and technologists located across twelve17 global design centers collaborate with our customers during the early stage of their system development process to incorporate our standard products and identify custom products we can develop to enhance their overall system performance. We intend to continue to expand our revenue opportunities through our market-facing strategy of aligning our solutions with our customers’ needs and collaborating with them during the product definition stage of their systems toward design-in of our products. We believe this approach will allow us to sell more complete semiconductor solutions that integrate more functions and incorporate more highly-valued content into our products. We believe the combination of our market-facing strategy, targeted development projects, our engineering expertise and our fabrication capabilities enables us to identify profitable growth opportunities and rapidly develop and deliver new products and solutions.

Many of our products have long life cycles ranging from five to ten years, and some of our products have been shipping for over 20 years. We continue to develop or acquire new products and technologies to extendimprove our ability to serve our target markets. Our growth strategy is to increase our market share, strengthen our customer relationships and capture more design wins, where a customer allows us to be a supplierwins. As we grow our portfolio and technology base we believe our customers will select more of a particular component usedour components for use in its system.

their systems.

We believe our “fab-lite” manufacturing model provides us with a competitive advantage and an attractive financial model through a largelyby allowing us to utilize our variable cost structure.structure and enabling us to adapt to changing market conditions and customer demands. We operate semiconductor fabrication facilities at our Lowell, Massachusetts headquarters and in Ithaca, New York. We manufacture compound semiconductors including Gallium Arsenide (GaAs) and Indium Phosphide (InP), and we are currently in the process of adding Gallium Nitride (GaN) fabrication capacity as well. In the A&D market, a domestic fabrication facility may be a requirement to be a strategic supplier, and we believe our status as a “Trusted Foundry” offers us further competitive differentiation.

We also utilize external semiconductor foundries to supply us with additional capacity and lower costs, and to provide us access to additional process technologies. The ability to utilize a broad array of internal proprietary process technologies and commercially available foundry technologies allows us to select the most appropriate technology to solve our customers’ needs. We believe our fab-lite strategy provides us with dependable domestic supply, control over quality, reduced capital investment requirements, faster time to market and additional

outsourced capacity when needed. In addition, the experience base cultivated through the continued operation of our internal fabrication lines provides us with the expertise to better manage our external foundry suppliers.

We serve our broad and diverse customer base through a multi-channel sales strategy utilizing our direct sales force, a global network of independent sales representatives, distributors and an e-commerce channel. Our direct sales force and application engineers are focused on securing design wins by supporting industry-leading original equipment manufacturer (OEM) customers. Our external sales representatives, distributors and our e-commerce channel are focused on increasing our design wins with smaller or emerging customers early in their new product development efforts.

Our Markets & Products

The growth of advanced electronic systems using analog RF, microwave, millimeterwave and photonic semiconductor technologies has created demand for high-performance analog semiconductor components, modules and solutions. The terms RF, microwave and millimeterwave are used to refer to electromagnetic waves in a particular frequency range produced by applying an alternating current

4




to an antenna or conductor. A wide variety of advanced electronic systems rely on electromagnetic waves for high-speed data transmission or reception. We offer high-performance analog semiconductor products for both wireless and wireline applications across the frequency spectrum from RF to millimeterwave and beyond through photonics. We develop high-value products to serve our customers in three primary markets:markets including Networks, A&D and Multi-market which represented 65.1%, 19.8%, and 15.1%, respectively, of our revenue in fiscal year 2015.

Multi-market.

The market demand for high-performance analog RF, microwave, millimeterwave, and photonic semiconductors is driven by the growth of mobile Internet devices, cloud computing and streaming video that strain existing network capacity, as well as the growth in advanced information-centric military applications. In addition, the increasing need for real-time information, sensing and imaging functions in industrial, medical, scientific and test and measurement applications is driving demand for our products.

Networks. Growth in the Networks market is driven by the proliferation of wireless and wired devices from smartphones and tablets to data centers, as well as the data rich applications and services they enable such as mobile Internet, cloud computing, video-on-demand, social media, global positioning functionality and location based services. Growth in global next-generation Internet and Internet of Things (IoT) applications drives demand for communications infrastructure equipment requiring amplifiers, filters, receivers, switches, synthesizers, transformers, upconverters and other components to expand and upgrade cellular backhaul, cellular infrastructure, wired broadband and fiber optic networks. Semiconductor products and solutions must continually deliver greater bandwidth and functionality as the demands of our customers and end users increase.

In December 2014, we completed the acquisition of BinOptics Corporation (BinOptics), a leading merchant provider of InP lasers for data centers, mobile backhaul, silicon photonics and access networks.networks (BinOptics Acquisition). With this acquisition, we have broadened our position in the growing optical component market which we believe will continue to be an important growth driver in future periods and supportexpanded our growth opportunities in data center networks, including silicon photonics applications. This transaction expands our optical portfolio with differentiated edge-emitting and surface-emitting Fabry Perot and Distributed Feedback lasers, incorporating proprietary and patented Etched Facet Technology (EFT) for lasers that enables wafer-scale economics in both device manufacturing and testing.

In December 2015, we completed the acquisition of FiBest Limited (FiBest) a Japan-based merchant market component supplier of optical sub-assemblies (FiBest Acquisition). We acquired FiBest to expand our position in optical networking components. The operations of FiBest are included in our consolidated financial statements from the date of acquisition.
Our expertise in system-level architectures and advanced IC design capability allow us to offer Networks OEMsOEM customers highly-integrated solutions optimized for performance and cost. We are a leader in high-frequency semiconductors used in point-to-point radios for cellular backhaul, where we provide a highly-integrated chipset solution featuring innovative IC and low cost package design capabilities. Similarly, ourOur portfolio of opto-electronics products forincludes lasers, clock and data recovery, optical post amplifiers, laser and modulator drivers, transimpedance amplifiers, transmitter and receiver applications in 2.5/6/10/40/100/400 gigabits per second (Gbps) long haul, metro, data center links and fiber-to-the-X (FTTx) fiber optic networksnetwork components that enable

telecommunications carriers and data centers to cost-efficiently increase their network capacity by a factor of four to ten times over earlier generation solutions. We match our opto-electronic components to various lasers enabling our customers to buy more complete solutions for their opto-electronic systems. For optical communications applications, we utilize a proprietary combination of GaAs, InP, and Silicon Germanium (SiGe) technologies to obtain advantages in performance and size. For wired broadband applications, we offer OEMsOEM customers the opportunity to streamline their supply chain through our broad catalog of active components such as active splitters, amplifiers, multi-function ICs and switches, as well as passive components such as transformers, diplexers, filters, power dividers, and combiners.

Aerospace & Defense. In the A&D market, military applications require more advanced electronic systems, such as radar warning receivers, communications data links and tactical radios, UAVs, RF jammers, electronic countermeasures, and smart munitions. Military applications are becoming more sophisticated, favoring higher performance semiconductor ICs based on GaAs and GaN technologies due to their high power density, improved power efficiency, and broadband capability. Radar systems for mapping and targeting missions are undergoing a major transition from existing mechanically-scanned radar products to a next-generation of active electronically-scanned array (AESA) based products. Consisting of hundreds or thousands of transmit/receive modules commonly based on GaAs and GaN technologies, AESAs deliver greater speed, range, resolution and reliability over mechanically-scanned radar products that utilize a single transmitter and receiver with mechanical steering. Military communications employing wireless infrastructure and tactical radios in the field remain critical for allowing geographically dispersed operators to exchange information quickly and efficiently. UAVs and their underlying semiconductor content require innovative designs to meet rigorous specifications for high performance, small size and low power consumption.

In December 2015, we acquired Aeroflex/Metelics, Inc. (Metelics), a diode supplier, in order to expand our existing diode product lines (Metelics Acquisition). The operations of Metelics are included in our consolidated financial statements from the date of acquisition through our fiscal year ended September 30, 2016.
We believe our in-depth knowledge of critical radar system requirements, integration expertise and track record of reliability make us a valued resource for our A&D customers faced with demanding application parameters. Further, we have been accredited by the United States Department of Defense with “Trusted Foundry” status, a designation conferred on microelectronics vendors exhibiting the highest levels of process integrity and protection, which we believe differentiates us as a trusted manufacturer of ICs for U.S. military and aerospace applications. For radar applications, we offer standard and custom power transistor pallets, discrete components, switch limiters, phase shifters and integrated modules for transmit and receive functions in air traffic control, marine, weather, and military radar applications. For military communications data link and tactical radio applications, we offer a family of active, passive and discrete


products, such as integrated IC modules,Monolithic Microwave Integrated Circuits (MMICs), control components, voltage-controlled oscillators (VCOs), transformers, power transistors and pallets, and diodes. In some cases, we design parts specifically for these applications, while in others, our reputation for quality and our broad catalog allows these demanding customers to reduce the cost of their high-performance systems by designing in standard dual-use or commercial off-the-shelf parts that we have developed for other applications. We believe manufacturing many of these products in our Lowell, Massachusetts “Trusted Foundry” fabricationTrusted Foundry offers us a competitive advantage in the A&D market because of certain A&D customers’ requirements for a domestic supply chain.

Multi-market. Multi-market encompasses industrial, medical, test and measurement and scientific applications, where analog RF, microwave and millimeterwave semiconductor solutions are gaining prevalence. In addition, evolving medical technology has increased the need for high-performance MMICs and other semiconductor solutions in medical imaging and patient monitoring to provide enhanced analysis and functionality.

In the medical industry, our custom designed non-magnetic diode product line is a critical component for certain MRI applications. For sensing and test and measurement applications, we believe our patented Heterolithic Microwave Integrated Circuit (HMIC) process is ideal for high-performance, integrated bias networks and switches. Our catalog of general purpose GaAs ICs includes low noise amplifiers, switches and power amplifiers that address a wide range of applications such as industrial automation systems to test and measurement equipment.

To address our target markets, we offer a broad range of standard and custom ICs, modules and complete subsystems across approximately 40 product lines. Our product catalog currently consists of more than 3,500

4,500 products including the following key product platforms: power pallets and transistors, ICs, diodes, switches and switch limiters, passive and active components, multi-chip modules,MCMs, and complete subsystems. Many of our product platforms are leveraged across multiple markets and applications. For example, our application expertise with regard to power transistor technology is leveraged across both scientific laboratory equipment applications and commercial and defense radar system applications. Our diode technology is used in switch filter banks of military tactical radios as well as medical imaging MRI systems. The table below presents the major product families and major applications in our primary target markets.



TARGET MARKET

MAJOR PRODUCT FAMILIES

MAJOR APPLICATIONS

NetworksActive Splitters2G/3G/4G Wireless Base Stations
 Amplifiers40/100G Fiber Optics
 AttenuatorsBroadcast Video
 Clock and Data RecoveryCATV Infrastructure
 Crosspoint SwitchesEnterprise Routing and Switching
 Carrier Convergence ProcessorsGPON/FTTX
 Enterprise Voice & Data ProcessorsHybrid PBX
 Filters/DiplexersIP PBX
 Laser DriversOptical Transport Networks
 Modulator Driver AmplifiersPoint-to-Point Wireless Backhaul
 Post AmplifiersSession Border Controller
 SDI Cable DriversSet Top Boxes
 SDI EqualizersUnified Communication
 SDI ReclockersWireless Trunk Gateway
 Signal ConditionersWireline Access Gateway
 SwitchesWireline Trunk Gateway
 Transformers/Baluns 
 Transimpedance Amplifiers 
 Upconverters/Downconverters 
 VoIP Processors 
 Voltage Controlled Oscillators 
Lasers
 Optical Sub-Assemblies (OSA)
Aerospace and DefenseAmplifiersAir Traffic Control Radar
 AttenuatorsWeather Radar
 ComponentsPublic Safety Radios
 DiodesTactical & Manpack Radios
 Power Transistors & ModulesSatellite Communications
 MixersMilitary Communications
 Phase ShiftersMilitary Radar
 Switch Limiters 
 Voltage Control Oscillators 
High Reliability Screening
 Multi-Market Amplifiers
Multi-MarketAmplifiersIndustrial
 AttenuatorsMedical
 CouplersScientific
 DiodesTest & Measurement
 Logic Drivers 
 Mixers 
 Power Detectors 
 Power Transistors 
 Switches 
Transceivers
 

Transceivers

Voltage Control Oscillators 

In August 2015, we divested our Automotive business to Autoliv based on our belief that the business was no longer accretive to our operating model and was no longer consistent with our long-term strategic vision from

a growth and profitability perspective. We believe divesting our Automotive business will help us to realize our potential as a high-performance analog semiconductor company and focus our efforts on growing our retained core businesses.

We believe the combination of our market-facing strategy and our engineering expertise enables us to identify profitable growth opportunities and rapidly develop and deliver new products and solutions complemented by strategic acquisitions. Many of our products have long lifecycles ranging from five to ten years, and some of our products have been shipping for over 20 years. Our goal is to strengthen customer relationships and capture design wins with customers that allow us to be a supplier of components used in their systems.



Research and Development

Our research and development efforts are directed toward the rapid development of new and innovative products and solutions, process technologies and packaging techniques. The interaction of semiconductor process technology, circuit design technology and packaging technology defines the performance parameters and the customers’ acceptance of our products. We believe our core competency is the ability to model, design, integrate, package and manufacture differentiated solutions. We leverage this core competency to solve difficult and complex challenges that our customers face during their system design phases. We believe our integrated and customized solutions offer customers high performance, quality, reliability and faster time to market.

Circuit design and device modeling expertise. Our engineers are experts in the design of circuits capable of reliable, high-performance analog RF, microwave, millimeterwave and photonic signal conditioning. Our staff has decades of experience in solving complex design challenges in applications involving high frequency, high power and environmentally-rugged operating conditions. We also develop proprietary device and electro-magnetic modeling techniques that our engineers use to generate predictive models prior to fabrication. Our predictive modeling expertise allows us to achieve faster design cycle times resulting in shorter time to market for our products.

Semiconductor process technology. We leverage our domestic semiconductor wafer fabrication capabilities and our foundry suppliers to offer customers the right process technology to meet their particular requirements. Depending on the requirements for the application, our semiconductor products may be designed using an internally developed or externally sourced process technology.

Packaging expertise. Our extensive packaging expertise enables us to model the interaction between the semiconductor and its package. Our engineers make adjustments in the design of both the semiconductor and the package, to take account of that interaction. We offer products in a variety of different package types for specific applications, including plastic over-molded, ceramic and laminate-based packaging.

We continue to invest in proprietary processes to enable us to develop and manufacture high-value solutions. For example, we have developed innovative, patented technologies such as HMIC, which provides high integration, high power and low loss switching capabilities for our primary markets. This technology replaces mechanical switches for very high power applications such as wireless base stations. We are also in the process of transferring innovative, high-performance GaN process technology manufacturing capability from an external foundry supplier to our Lowell, Massachusetts fabrication facility. Upon completion of the transfer
Our engineers’ radar, optical and qualification process, we believe that being able to offer our customers this dual-sourced, internal and external GaN supply capability will provide us with a competitive advantage.

Our engineers’microwave system-level design expertise allows us to offer differentiated solutions that leverage multiple process technologies and are integrated into a single, higher-level assembly, thereby delivering our customers enhanced functionality.

Research and development expenses were $107.7 million, $82.2 million $71.4 million, and $42.5$71.4 million for fiscal years 2016, 2015 2014, and 2013,2014, respectively. We anticipate that we will continue to make significant research and development expenditures in order to drive future new product and process introductions and maintain our competitive position.

Sales and Marketing

We employ a global multi-channel sales strategy and support model intended to facilitate our customers’ evaluations and selections of our products. We sell through our direct sales force, our application engineering staff, our global network of independent sales representatives, resellers and distributors, as well as an e-commerce channel. We have strategically positioned our direct sales and applications engineering staff in 3235 locations worldwide, augmented by independent sales representatives and distributors with additional domestic and foreign locations to offer responsive local support resources to our customers and to build long-term relationships. From our global design centers, ourOur application engineers visit customers at their engineering and manufacturing facilities, aid them in understanding our capabilities and collaborate with them to deliver products that can optimize their system performance. Our global independent sales representatives and distributor network allowsallow us to extend our sales capabilities to new customers in new geographies more cost effectively than using our direct sales force alone.

Our products are principally sold in Asia, the U.S., Asia, and Europe, which is where we concentrate our direct sales force, application engineering staff, independent sales representatives and distributors. Sales to our distributors accounted for 20.7%13.2%, 22.0%20.7%, and 24.5%22.0% of our revenue in fiscal years 2016, 2015 2014, and 2013,2014, respectively. Our agreements with sales representatives, resellers and distributors may provide for an initial term of one or more years with the opportunity for subsequent renewals or for an indefinite term, and also typically provide that either party may terminate the agreement for convenience with a minimum period of prior notice to the other party, usually between 30 and 90 days.

Our sales efforts are focused on the needs of our customers in our three primary markets rather than on particular product lines, facilitating product cross-selling across end markets, and within key accounts. Through our website, customers can order online, request samples and access our product selection guides, detailed product brochures and data sheets, application notes, suggested design block diagrams and test fixture information, technical articles and information regarding quality and reliability.



Customers

Our customer base is diversified base of over 6,000 endand includes OEM customers, includes OEMs, contract manufacturers, resellers and distributors. For fiscal yearsyear 2016, two direct customers individually accounted for more than 10% of our revenue, Huawei Technologies (Huawei) at 15% and Alltek Technology Corp. (Alltek) at 11.7%. For fiscal year 2015 and 2014,only one direct customer individually accounted for more than 10% of our revenue, Alltek at 12.1% and 9.7%, respectively. There were. In fiscal year 2014 no sales to this customer in 2013.direct customers individually accounted for more than 10% of our revenue. In addition, our principal distributor, Richardson Electronics, an Arrow Electronics Company (Richardson), accounted for 17.7%10.6%, 18.5%,17.7% and 20.8%18.5% of our revenue in fiscal years 2016, 2015 2014, and 2013,2014, respectively. Our top 25 direct customers accounted for an aggregate of 54.6%65.8%, 51.2%,54.6% and 45.8%51.2% of our revenue in fiscal years 2016, 2015 and 2014, respectively.
Our orders from and 2013, respectively.

sales to customers in the telecommunications infrastructure and networking markets may tend to be lower in our first fiscal quarter as compared to other quarters due to seasonal inventory management by large OEM and contract manufacturing customers. 

Competition

The markets for our products are highly competitive and are characterized by continuously evolving customer requirements. We believe that the principal competitive factors in our markets include:

the ability to timely design and deliver products and solutions that meet customers’ performance, reliability and price requirements;
the breadth and diversity of product offerings;
the ability to provide a reliable supply of products in sufficient quantities and in a timely manner;
the ability of engineering talent to drive innovation and new product development;
the quality of customer service and technical support; and,
the financial reliability, operational stability and reputation of the supplier.

the ability to timely design and deliver products and solutions that meet customers’ performance, reliability and price requirements;

the breadth and diversity of product offerings;

the ability to provide a reliable supply of products in sufficient quantities and in a timely manner;

the ability of engineering talent to drive innovation and new product development;

the quality of customer service and technical support; and

the financial reliability, operational stability, and reputation of the supplier.

We believe that we compete favorably with respect to these factors. We compete primarily with both our customers' internal design resources and other suppliers of high-performance analog semiconductor solutions for use in wireless and wireline RF, microwave, millimeterwave and photonic applications, some of whom have greater financial resources and scale than us. We expect competition in our markets to intensify, as new competitors enter these markets, existing competitors merge or form alliances and new technologies emerge. We believe that in the future there will be increased competition from companies utilizing alternative technologies, such asincluding high-volume manufacturers using low-cost silicon process technology. Some of our competitors are also our customers, and in certain product categories we compete with semiconductor manufacturers from which we also obtain foundry services, includingsuch as Sumitomo Electric Device Innovations, Inc. and Qorvo, Inc. (Qorvo).

We compete with Analog Devices, Inc. (ADI) across our primary markets, Networks, A&D and Multi-market. In the Networks market, we also compete with Avago, Inc.(Avago)NXP Semiconductors N.V., Inphi Corporation, Broadcom LTD. (Broadcom), and Semtech Corporation,Solutions, Inc. In the A&D market, we also compete with Cobham Defense Electronic Systems Corporation (Cobham), Microsemi Corporation (Microsemi), and Qorvo.Qorvo, Inc. (Qorvo). In the Multi-market arena, we also compete with Cobham, Avago,Broadcom, Microsemi and Skyworks Solutions, IncInc. (Skyworks).

Segment and Geographic Information

We manage our operations in one reportable segment, semiconductors and modules.segment. Financial information about our operations, including our revenue and long-lived assets by geographic region, is included in our consolidated financial statements and accompanying notes in Item 8. “Financial Statements and Supplementary Data” appearing elsewhere below.

Risks attendant to our foreign operations are discussed in this Annual Report under “Item 1A—"Item 1A - Risk Factors.”

Backlog and Inventory

Our sales are made primarily on a purchase order basis, rather than pursuant to long-term contracts where the customer commits to buy any minimum amount of product over an extended period. On occasion, we ship finished goods inventory to certain customer or third-party “hub” locations, but do not recognize revenue associated with such shipments until these customers consume the inventory from the hub. We also frequently ship products from our inventory shortly after receipt of an order, which we refer to as “turns business”. A substantial portion of our revenues for any particular fiscal quarter may be derived from turns business transacted in the last few weeks of the quarter, and unanticipated fluctuations in turns business may result in material shifts in revenue between fiscal quarters. Due to these arrangementsthe foregoing factors, different ordering patterns of our customers and industry practice, which allows customersthe wide range of lead times to cancel orders with limited advance notice prior to shipment,produce and with little or no penalty,deliver our products, we believe that backlog as of any particular date may not be a reliable indicator of our future revenue levels.



Intellectual Property

Our success depends in part upon our ability to protect our intellectual property. To accomplish this, we rely on a combination of intellectual property rights, including patents, copyrights, trademarks and trade secrets, as well as customary contractual protections with our customers, suppliers, employees and consultants.

As of October 2, 2015,September 30, 2016, we had 409399 U.S. and 161141 foreign issued patents and 6176 U.S. and 4154 foreign pending patent applications covering elements of circuit design, manufacturing and wafer fabrication. We do not know whether any of our pending patent applications will result in the issuance of patents or whether the examination process will require us to narrow our claims. The expiration dates of our patents range from 2016 to 2035. We do not

regard any of the patents scheduled to expire in the next 12 months as material to our overall intellectual property portfolio. Notwithstanding our active pursuit of patent protection when available, we believe that our future success will be determined by the innovation, technical expertise and management abilities of our engineers and management more than by patent ownership.

The semiconductor industry is characterized by the existence of a large number of patents, copyrights, trademarks and trade secrets, and by the vigorous pursuit, protection and enforcement of intellectual property rights. Many of our customer agreements require us to indemnify our customers for third-party intellectual property infringement claims, which may in the future require that we defend those claims and might require that we pay damages in the case of adverse rulings. Claims of this sort could harm our relationships with our customers and might deter future customers from doing business with us. With respect to any intellectual property rights claims against us or our customers or distributors, we may be required to cease manufacture of the infringing product, pay damages or settlement amounts, expend resources to develop non-infringing technology, seek a license, which may not be available on commercially reasonable terms or at all, or relinquish patents or other intellectual property rights.

Manufacturing, Sources of Supply and Raw Materials

In any particular situation,

When designing a product solution for our customers, we may choose to leverageutilize our internal proprietary process technologies or other technologies withfrom external fabrication facilities.facilities, or a combination of both. We believe thisour ability to leverage our existingselect both internal capabilities and external outsourcingtechnologies in our product solutions is a competitive advantage because it helps us to provide a unique and optimized solutionssolution for our customers.

Our internal wafer fabrication and athe majority of our internal assembly and test operations are conducted at our Lowell, Massachusetts headquarters and internal wafer fabrication and test operations in Ithaca, New York.York facility. We believe having a U.S.-based wafer fabrication lines is a competitive advantage for us over competitors that do not have this capability, because it provides us with greater control over quality, a secure source of supply and a domestic source for U.S. A&D customers. We also believe that our domesticU.S.-based wafer fabrication lines allow us to better manage quality control and develop products faster with shorter production lead times than if we utilized external foundries.foundries, and allow us to efficiently produce a wide range of low, medium and high volume products. We also perform internal assembly and test functions at our Lowell and Lawrence, Massachusetts, Long Beach, California, Ithaca, New York, Nashua, New Hampshire and Hsinchu, Taiwan locations.

We complement our internal manufacturing with outsourced foundry partners and other supply chain suppliers. Our operations staff has extensive expertise in the management of outsourced manufacturing service providers and other supply chain participants. We believe our fab-lite model of outsourcing certain of our manufacturing activities rather than investing heavily in capital-intensive production facilities, provides us with the flexibility to respond to new market opportunities, simplifies our operations, provides access to other process technologies and additional manufacturing capacity and reduces our capital requirements. We also use third-party contract manufacturers for assembly, packaging and test functions, and in some cases for fully-outsourced turnkey manufacturing of our products.

The principal materials used in the production of our IC products are high purity source materials such as gallium, aluminum, arsenic, nitrite, carbon and silicon. We purchase from hundreds of suppliers worldwide, a wide variety of semiconductors, wafers, packages, metals, printed circuit boards, electromechanical components and other materials for use in our operations. These supply relationships are generally conducted on a purchase order basis. The use of external suppliers involves a number of risks, including the possibility of material disruptions in the supply of key raw materials and components, and the lack of control over delivery schedules, capacity, quality and costs.

While we attempt to maintain alternative sources for our principal raw materials to reduce the risk of supply interruptions or price increases, some of the raw materials and components are not readily available from alternate suppliers due to their unique nature, design or the length of time necessary for re-design or qualification. We routinely utilize single sources of supply for various materials based on availability,

performance, efficiency or cost considerations. For example, wafers procured from merchant foundries for a particular process technology are generally sourced through a single foundry on which we rely for all of our wafers in that process. Our reliance on external suppliers puts us at risk of supply chain disruption if a supplier does not have sufficient raw material inventory to meet our manufacturing needs, goes out of business, changes or discontinues the process in which components or wafers are manufactured or declines to continue supplying us for competitive or other reasons, as discussed in more detail in Item 1A. “Risk Factors” herein. Where practical, we attempt to mitigate these risks by qualifying multiple sources of supply, redesigning products for alternative components and purchasing incremental inventory of raw materials and components in order to protect us against supply disruptions.



Quality Assurance

The goal of our quality assurance program is for our products to meet our customers’ requirements, be delivered on time, and function reliably throughout their useful lives. The International Organization for Standards (ISO) provides models for quality assurance for various operational disciplines, such as design, manufacturing, and testing, which comprise part of our overall quality management system. Our following locations have each received ISO 9001:2008 certifications in one or more of their principal functional areas: Lowell, Massachusetts; Ithaca, New York; Long Beach, Santa Clara and Newport Beach, California; Morrisville, North Carolina; Nashua, New Hampshire; Belfast, Northern Ireland; Cork, Ireland; Sydney, Australia, Tokyo, Japan and Hsinchu, Taiwan. In addition, our Lowell, Massachusetts facility hasand Tokyo, Japan facilities have received an ISO 14001:2004 environmental management systems certification.

Environmental Regulation

Our operations involve the use of hazardous substances and are regulated under federal, state, and local laws governing health and safety and the environment in the U.S. and other countries. These regulations include limitations on discharge of pollutants into the air, water and soil; remediation requirements; product chemical content limitations; manufacturing chemical use and handling restrictions; pollution control requirements; waste minimization considerations; and, requirements regarding the treatment, transport, storage and disposal of hazardous wastes. We are also subject to regulation by the U.S. Occupational Safety and Health Administration and similar health and safety laws in other jurisdictions. While we are committed to compliance with applicable regulations, the risk of environmental liabilities can never be completely eliminated and there can be no assurance that the application of environmental and health and safety laws to our business will not require us to incur material future expenditures.

We are also regulated under a number of federal, state and local laws regarding responsible sourcing, recycling, product packaging and product content requirements in the U.S. and other countries, including legislation enacted in the European Union and other foreign jurisdictions that have placed greater restrictions on the use of lead, among other chemicals, in electronic products, which affects materials composition and semiconductor packaging. These laws are becoming more stringent and may in the future cause us to incur material expenditures or otherwise cause financial harm.

Export Regulations

We market and sell our products both inside and outside the U.S. Certain products are subject to the Export Administration Regulations, administered by the U.S. Department of Commerce, Bureau of Industry Security, which require that we obtain an export license before we can export certain controlled products or technology to specified countries. Additionally, some of our products are subject to the International Traffic in Arms Regulations, which restrict the export of information and material that may be used for military or intelligence applications by a foreign person. Similar controls exist in other jurisdictions. Failure to comply with these laws could result in sanctions by the government, including substantial monetary penalties, denial of export privileges and debarment from government contracts. We maintain an export compliance program staffed by dedicated

personnel under which we screen export transactions against current lists of restricted exports, destinations and end users with the objective of managing export-related decisions, transactions and shipping logistics to ensure compliance with these requirements.

Employees

As of October 2, 2015,September 30, 2016, we employemployed approximately 1,1001,400 individuals worldwide. None of our domestic employees are represented by a collective bargaining agreement; however, certainapproximately 17 of our employees working in ourcertain European operationslocations are covered by collective bargaining agreements. We consider our relations with employees to be good and we have not experienced a work stoppage due to labor issues.

History and Recent Developments

We were incorporated under the laws of the State of Delaware in March 2009. Our operations are conducted through our various subsidiaries, which are organized and operated according to the laws of their respective jurisdictions of incorporation.

M/A-COM

MACOM Technology Solutions Inc., our primary operating subsidiary, which provides high-performance analog semiconductor solutions for use in wireless and wireline applications across the RF, microwave, and millimeterwave spectrum, was incorporated under the laws of the state of Delaware on July 16, 2008. M/ACOMMACOM Technology Solutions (Cork) Limited, our primary foreign operating subsidiary, was incorporated under the laws of Ireland on November 18, 2008. In September 2008, Cobham acquired certain assets from a third party, including the RF and microwave component and subsystem design and business operations that would ultimately become the operations of M/A-COMMACOM Technology Solutions Inc. and M/ACOMMACOM Technology Solutions (Cork) Limited. The heritage of some of these business operations datesdate back over 60 years to the founding of Microwave Associates, Inc. and the M/A-COMMACOM brand date back over 30 years.

On March 30, 2009, we acquired 100% of the outstanding stock of M/A-COM Technology Solutions Inc., M/ACOM Technology Solutions (Cork) Limited and the related M/A-COM brand from Cobham for $22.1 million in cash net of purchase price adjustments, the issuance of $35.0 million in short- and long-term debt payable to the seller, and contingent consideration of approximately $30.0 million based on our achievement of revenue targets in each of the 12-month periods ended September 30, 2010, 2011 and 2012.

On

In December 18, 2013, we acquired Mindspeed Technologies, Inc. (Mindspeed), a supplier of semiconductor solutions for communications infrastructure applications (Mindspeed(the Mindspeed Acquisition). We acquired Mindspeed to further itsour expansion into high- performancehigh-performance analog products. We funded the Mindspeed Acquisition through the use of available cash and borrowings under our revolving credit facility.



In February 2014, subsequent to closing the Mindspeed Acquisition, we divested the wireless business of Mindspeed.Mindspeed, which did not meet our expectations for profitable growth. The operations of the wireless business are included in discontinued operations.

In May 2014, we divested theMindspeed's communications processor equipment (CPE) product line, we acquired as part of the Mindspeed acquisition.which did not meet our expectations for profitable growth. The operations of the CPE product line are included in the results of continuing operations through the date of the sale.

On

In February 13, 2014, we completed the acquisition of Nitronex, LLC (Nitronex) (the Nitronex Acquisition). Nitronex designs, develops, manufactures and markets GaN semiconductors and holds an exclusive license to fundamental GaN patents in the RF field of use.semiconductors. We funded the Nitronex Acquisition through the use of available cash and borrowings under our revolving credit facility.

We acquired Nitronex from a party under common control. As a result, we have accounted for the Nitronex Acquisition as a pooling of interest from the date of acquisition by the common control party in June 2012. The

original acquisition of Nitronex by the common control party was accounted for as a purchase. Our financial statements have been retroactively combined to include the results of operations of Nitronex from June 2012.

In December 2014, we completed the acquisition of BinOptics, a leading merchant provider of InP lasers for data centers, mobile backhaul, silicon photonics and access networks. This acquisition has broadenednetworks to broaden our position in the optical components market, which we believe will continue to be an important growth driver in future periods. We funded the BinOptics acquisition through the use of available cash and borrowings under our revolving credit facility.

market.

In August 2015, we divested ourthe Automotive business to Autoliv based onASP Inc. (Autoliv). The business did not meet our belief thatexpectations for profitable growth.
In December 2015, we completed the business was no longer accretiveacquisition of FiBest Limited a Japan-based merchant market component supplier of optical sub-assemblies. We acquired FiBest to expand our operating model and was no longer consistent withposition in optical networking components.
In December 2015, we acquired Metelics, a diode supplier, in order to expand our long-term strategic vision from a growth and profitability perspective. We believe divesting our Automotive business will help us to realize our potential as a high-performance analog semiconductor company and focus our efforts on growing our retained core businesses.

We expect that our optical and laser businesses will continue to perform and contribute to our consolidated earnings and cashflows with our pre-divestment expectations.

Additionally, our operating margins related to the Automotive business were no longer accretive to our operating model which was a driver in our decision to divest the Automotive business.

existing diode product lines.

We intend to continue to pursue acquisitions of technologies, design teams, products and companies that complement our strengths and help us execute our strategies. Our acquisition strategy is designed to accelerate our revenue growth, expand our technology portfolio, grow our addressable market and create shareholder value. We believe our management team has a proven track record in identifying, acquiring and successfully integrating companies and technologies in the high-performance analog semiconductor industry.

Available Information

We maintain a website at www.macom.com, including an investors section at which we routinely post important information, such as webcasts of quarterly earnings calls and other investor events in which we participate or host, and any related materials. You may access our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports, as well as other reports relating to us that are filed with or furnished to the SEC, free of charge in the investors section of our website as soon as reasonably practicable after such material is electronically filed with or furnished to the SEC. The public may also read and copy materials we file with the SEC at the SEC’s Public Reference Room, which is located at 100 F Street, NE, Room 1580, Washington, DC 20549. You can obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains a website that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC at www.sec.gov. The contents of the websites mentioned above are not incorporated into and should not be considered a part of this report.

ITEM1A. RISK FACTORS

ITEM 1A. RISK FACTORS
Our business involves a high degree of risk. You should carefully consider the following risks and other information in this Annual Report in evaluating the Company and its common stock. If any of the following risks actually occurs, our business, financial condition or results of operations could suffer. The risks described below are not the only ones facing us. Additional risks not presently known to us or that we currently consider immaterial also may adversely affect our Company.

Risks Relating to Our Business

Our revenue growth isand gross margin are substantially dependent on our successful development and release of new products.

Maintaining or growing our revenue will depend on our ability to timely develop new products for existing and new markets that meet customers’ performance, reliability and price expectations. In addition, the average selling prices of our products are expected to decrease over time and we must introduce new products that can be manufactured at lower costs or that command higher prices based on superior performance to offset this expected price erosion. If we are not able to repeatedly introduce, in successive years, new products that ship in volume, our revenue will likely not grow and may decline significantly and rapidly. The development of new products is a highly complex process, and we have in the past and may in the future experience delays and failures in completing the development and introduction of new products. Our successful product development depends on a number of factors, including the following:

the accurate prediction of market requirements, changes in technology and evolving standards;

the accurate prediction of market requirements, changes in technology and evolving standards;


the availability of qualified product designers and process technologies needed to solve difficult design challenges in a cost-effective, reliable manner;


the availability of qualified product designers and process technologies needed to solve difficult design challenges in a cost-effective, reliable manner;

our ability to design products that meet customers’ cost, size and performance requirements;

our ability to manufacture new products according to customer needs with acceptable manufacturing yields;

our ability to offer new products at competitive prices;

the acceptance by customers of our new product designs;

the identification ofrequirements and entry into new markets for our products;

other technical specifications;

our ability to manufacture new products according to customer needs with acceptable manufacturing yields;
our ability to offer new products at competitive prices;
the acceptance by customers of our new product designs;
the identification of and timely entry into new markets for our products, such as our publicly announced market opportunities in 100G optical networks, GaN technology and active antennas;
the acceptance of our customers’ products by the market and the lifecycle of such products;
our ability to innovate, the strength of our intellectual property rights, and our ability to protect our intellectual property rights;
our ability to deliver products in a timely manner within our customers’ product planning and deployment cycle; and,
our ability to maintain and increase our level of product content in our customers’ systems.

the acceptance of our customers’ products by the market and the lifecycle of such products;

our ability to deliver products in a timely manner within our customers’ product planning and deployment cycle; and

our ability to maintain and increase our level of product content in our customers’ systems.

A new product design effort may last 12 to 18 months or longer, and requires significant investment in engineering hours and materials, as well as sales and marketing expenses, which may not be recouped if the product launch is unsuccessful. The introduction of new products by our competitors, the delay or cancellation of a platform for which any of our semiconductor solutions are designed, the market acceptance of products based on new or alternative technologies or the emergence of new industry standards could render our existing or future products uncompetitive from a pricing standpoint, obsolete and otherwise unmarketable. Our failure to anticipate or timely develop new or enhanced products or technologies in response to technological shifts could result in decreased revenue and our competitors obtaining design wins. We may not be ableunable to design and introduce new products in a timely or cost-efficient manner, and our new products may fail to meet the requirements of the market or our customers, or may be adopted by customers more slowly than we expect. In that case, our gross margin may decrease, we may not reach our expected level of production orders and we may lose market share, which could adversely affect our ability to sustain our revenue growth or maintain our current revenue levels.

Various

Underutilization, price competition, acquisitions and various other factors may reduce our gross margin, which could negatively affect our business, financial condition and results of operations.

If we are unable to utilize our design, fabrication, assembly and test facilities at a high level, the significant fixed costs associated with these facilities may not be fully absorbed, resulting in higher average unit costs and lower gross margin. Similarly, when we compete for business on the basis of our products’ unit price, the average selling price of our products is reduced, negatively affecting our gross margins. We have in the past and may in the future acquire businesses with lower-margin products that reduced our overall gross margins. Our various products have different gross margins. Increased sales of lower-margin products, such as certain of our more mature products, targeted at consumer markets, in a given period relative to sales of higher-margin products, such as our optical products, may cause us to report lower overall gross margin. We have

experienced periods where our gross margin declined due to, among other things, reduced factory utilization resulting from reduced customer demand, reduced selling prices and a change in product mix towards lower-margin products. Future market conditions may adversely affect our revenue and utilization rates and consequently our future gross margin, and this, in turn, could have an adverse impact on our business, financial condition and results of operations. In addition, increased raw material costs, changes in manufacturing yields, more complex engineering requirements and certain other factors may leadcan reduce our gross margins from time to lower margins for ustime. We have experienced periods where our gross margin declined due to these and other factors, and expect these factors will have an adverse impact on our business, financial condition and results of operations from time to time in the future. As a result of these or other factors, we may be unable to maintain or increase our gross margin in future periods and our gross margin may fluctuate from period to period.

Our operating results may fluctuate significantly from period to period. We may not meet investors’ quarterly or annual financial expectations and, as a result, our stock price may decline.

Our quarterly and annual operating results and related expectations may vary significantly in the future based upon a number of factors, many of which are beyond our control. Factors that could cause operating results and related expectations to fluctuate include:

the general economic growth or decline in the U.S. or foreign markets;

the general economic growth or decline in the U.S. or foreign markets;
the reduction or cancellation of orders by customers, whether as a result of a loss of market share by us or our customers, changes in the design of customers’ products or slowing demand for our products or customers’ products;

the amount of new customer orders we book and ship in any particular fiscal quarter, which accounts for a significant amount of our net revenue in any particular quarter, and which can often be weighted toward the latter part of each fiscal quarter, making the timing of recognition of the associated revenue difficult to forecast and susceptible to slippage between quarters;

the relative linearity of our shipments within any particular fiscal quarter, in that a less linear shipment pattern within a given fiscal quarter tends to result in lower gross margin in that quarter, and a shipment pattern weighted toward the latter part of a loss of market share by us or our customers, changes in the design of customers’ products or slowing demand for our products or customers’ products;

the amount of new customer orders we book and ship in any particular fiscal quarter, which accounts for a significant amount of our net revenue in any particular quarter, and which can often be weighted toward the latter part of each fiscal quarter, making the timing of recognition of the associated revenue difficult to forecast and susceptible to slippage between quarters;
the relative linearity of our shipments within any particular fiscal quarter, in that a less linear shipment pattern within a given fiscal quarter tends to result in lower gross margin in that quarter and a shipment pattern weighted toward the latter part of a



fiscal quarter tends to reduce our cash flows from operations in that quarter, as collections of related receivables do not occur until later fiscal periods;

the gain or loss of a key customer or significant changes in the financial condition of one or more key customers;
fluctuations in the levels of component inventories held by our customers, as well as their ability to manage the inventory that they hold and to forecast accurately their demand for our products;
the fluctuations in manufacturing output, yields, capacity levels, quality control or other potential problems or delays we or our subcontractors may experience in the fabrication, assembly, testing or delivery of our products;
the fluctuations in demand relating to the A&D market due to changes in government programs, budgets or procurement;
the market acceptance of our products and particularly the timing and success of new product and technology introductions by us, customers or competitors;
our ability to predict market requirements and evolving industry standards accurately and in a timely manner;
the amount, timing and relative success of our investments in research and development, which impacts our ability to develop, introduce and market new products and solutions on a timely basis;
the period-to-period changes in the mix of products we sell, which can result in lower gross margin;
the availability, quality and cost of semiconductor wafers and other raw materials, equipment, components and internal or outsourced manufacturing, packaging and test capacity, particularly where we have only one qualified source of supply;
the effects of seasonal and other changes in customer demand;
the effects of competitive pricing pressures, including decreases in average selling prices of our products;
the effects of impairment charges associated with intangible assets, including goodwill and acquisition-related intangible assets;
the loss of key personnel or the shortage of available skilled workers;
the effects of factors that could cause our reported domestic and foreign income taxes and income tax rate to increase in future periods, such as limits on our ability to utilize net operating losses or tax credits and the geographic distribution of our income, which may change from period to period; and  
the effects of war, natural disasters, acts of terrorism, macroeconomic uncertainty or decline or geopolitical unrest.

the gain or loss of a key customer or significant changes in the financial condition of one or more key customers;

the fluctuations in manufacturing output, yields, capacity levels, quality control or other potential problems or delays we or our subcontractors may experience in the fabrication, assembly, testing or delivery of our products;

the fluctuations in demand relating to the A&D market due to changes in government programs, budgets or procurement;

the market acceptance of our products and particularly the timing and success of new product and technology introductions by us, customers or competitors;

the amount, timing, and relative success of our investments in research and development, which impacts our ability to develop, introduce and market new products and solutions on a timely basis;

the period-to-period changes in the mix of products we sell, which can result in lower gross margin;

the availability, quality and cost of semiconductor wafers and other raw materials, equipment, components and internal or outsourced manufacturing, packaging and test capacity, particularly where we have only one qualified source of supply;

the effects of seasonal and other changes in customer purchasing cycles and component inventory levels;

the effects of competitive pricing pressures, including decreases in average selling prices of our products;

the effects of impairment charges associated with intangible assets, including goodwill and acquisition-related intangible assets;

the loss of key personnel or the shortage of available skilled workers;

the effects of factors that could cause our reported domestic and foreign income taxes and income tax rate to increase in future periods, such as limits on our ability to utilize net operating losses or tax credits and the geographic distribution of our income, which may change from period to period; and

the effects of war, natural disasters, acts of terrorism, macroeconomic uncertainty or decline or geopolitical unrest.

The foregoing factors are difficult to forecast, and these, as well as other factors, could materially and adversely affect our quarterly and annual operating results and related expectations for future periods. If our operating results in any period do not meet our publicly stated guidance or the expectations of investors or securities analysts, our stock price may decline. Similarly, any publicly stated guidance we provide in the future may fail to meet the expectations of investors or securities analysts and our stock price may decline as a result.

If demand for our products in our primary markets declinedeclines or failfails to grow, our revenue and profitability may suffer.

Our future growth depends to a significant extent on the continued growth in usage of advanced electronic systems in our primary markets: Networks, A&D and Multi-market.Multi-market generally, and in the optical networks market in particular, which accounted for 53% of our revenue in the fiscal year ended September 30, 2016. The rate and extent to which these markets will grow, if at all, is uncertain. TheseFor example, our ability to capitalize on our previously announced market opportunities in 100G optical networks, GaN technology and active antennas will depend on, among other things, the future size and growth rates of these markets, the next generation technologies selected by customers and timing of network upgrades in these markets and the future pace of adoption of our products in these markets. Our markets may fail to grow or decline for many reasons, including macro-economic factors, insufficient consumer demand, technological hurdles, research and development delays, lack of access to capital, sequestration or other changes in the U.S. defense budget and procurement processes and changes in export controls or other regulatory environments, macro-economic factorsenvironments. Even if our primary markets grow, demand for our products in those markets may fail to grow in the event that they fail to embrace next-generation technologies we offer such as GaN-on-Silicon, etched facet lasers and radar tiles, adopt technologies other than those we offer or implement changes in network specifications.specifications that our products do not adequately address. If demand for electronic systems that incorporatesincorporate our products declines, fails to grow or grows more slowly than we anticipate, purchases of our products may be reduced, which maywill adversely affect our business, financial condition and results of operations. In particular, we believe that the rollout of fiber-to-the-home network technology and other new network technology developments in China, Japan and certain other geographies will be an important factor in our future growth. If any such expected rollout fails to occur, occurs more slowly than we expect or does not result in the amount or type of new business we anticipate, purchases of our products intended to address the affected markets may be reduced or not occur, which may materially and adversely affect our business, financial condition, results of operations and prospects.

We typically depend on orders from a limited number of customers for a significant percentage of our revenue.

In the fiscal year ended October 2, 2015,September 30, 2016, sales to twothree of our customers each accounted for 10% or more of our revenue and sales to our top 10 direct and distribution customers accounted for an aggregate of 57%62% of our revenue. While the composition of our top 10 customers varies from year to year, we expect that sales to a limited number of customers will continue to account for a significant


percentage of our revenue for the foreseeable future. The purchasing arrangements with our customers are typically conducted on a purchase order basis that does not require our customers to purchase any minimum amount of our products over a period of time. As a result, it is possible that any of our major customers could terminate their purchasing arrangements with us with little or no warning and without penalty, or significantly reduce or delay the amount of our products that they order, purchase products from our competitors or develop their own products internally. The loss of, or a reduction in, orders from any major customer may cause a material decline in revenue and adversely affect our results of operations.

Our investment in technology as well as research and development may not be successful, which may impact our profitability.

The semiconductor industry requires substantial investment in technology as well as research and development in order to develop and bring to market new and enhanced technologies and products. Research and development expenses were $82.2$107.7 million for the fiscal year ended October 2, 2015.September 30, 2016. In each of the last three fiscal years, we invested in research and development as part of our strategy toward the development of innovative products and solutions to

fuel our growth and profitability. We cannot assure you if, or when, the products and solutions where we have focused our research and development expenditures will become commercially successful. In addition, we may not have sufficient resources to maintain the level of investment in research and development required to remain competitive or succeed in our strategy. Our efforts to develop new and improved process technologies for use in our products require substantial expenditures that may not generate any return on investment, may take longer than we anticipate to generate a return or may generate a return on investment that is inadequate. InFor example, in July 2013, we announced that we had licensed 0.5, 0.25 and 0.15 micron GaN on Silicon Carbide (GaN-on-SiC) process technology from Global Communications Semiconductors, LLC (GCS) and would be installing such process technology to our Lowell, Massachusetts manufacturing facility. This installation effort is expectedIn our fiscal year 2016, we made a strategic decision to be a multi-year processexit the product line and to involve tens of millions of dollars of investment in capital equipment, license fees and other related costs and expenses. We have in the past and may in the future experience unexpected difficulties, expenses, or delays in installing and qualifyingend programs associated with our GaN technology, and ultimately, may not be successful in our efforts, may not realize the competitive advantage we anticipate from theGaN-on-SiC license and porting effort,technology transfer to focus on development of our GaN-on-Silicon efforts and may not realize customer demand for the GaN technology that meetsincurred associated charges of $13.8 million, including a write-off of $10.1 million of intangible assets. Following our expectations following the installation effort, any of which could lead to reduced revenues and gross margin or otherwise harm our business. Similarly, following the Nitronex Acquisition, we announced a number of strategic plans and positive expectations concerning the future cost structure, manufacturability, opportunity for strategic partnerships and licensing programs, market applicability and potential positive impact on our market share of another type of GaNGaN-on-Silicon technology, called GaN-on-Silicon, which is a focus of the Nitronex business. We have in the past and may in the future experience unexpected difficulties, expenses or delays in qualifying our GaN-on-Silicon process technology either internally or at one or more third party foundries and qualifying related products with our customers, and are currently engaged in a litigation with a licensor of this technology as described elsewhere in this Annual Report. We may not be successful in our licensing, process or product qualification, manufacturing cost reduction or marketing efforts related to GaN-on-Silicon, may not realize the competitive advantage we anticipate from related investments and may not realize customer demand for this technology that meets our expectations, any of which could lead to higher than expected operating expense, lower than expected revenue and gross margin, associated charges or otherwise reduce the price of our common stock. We also have undertaken significant research and development efforts aimed at new products targeting emerging market segments where we see potential for growth including the wireless base station, data center and radar tile markets. We have in the past and may in the future experience unexpected difficulties, expenses or delays in driving the performance, qualification, licensing arrangements, scale manufacturing, decreased manufacturing cost structure, productization or customer adoption of any of the new products or process technology types that we are targeting. We may not be successful in our research and development efforts or may not realize the competitive advantage, or revenues or profits we anticipate from this technology,these new products, any of which may lead to higher research and development expense, lower than expected revenues and gross margin and reducereduced profitability, or may otherwise harm our business or reduce the price of our common stock.

We may incur significant risk and expense in attempting to win new business and such efforts may never generate revenue.

To obtain new business, we often need to win a competitive selection process to develop semiconductors for use in our customers’ systems, known in the industry as a “design win.”win”. These competitive selection processes can be lengthy and can require us to incur significant and unreimbursed design and development expenditures and dedicate scarce engineering resources in pursuit of a single customer opportunity.opportunity, particularly when seeking to develop or introduce solutions in new markets. We may not win the competitive selection process or may never generate any revenue despite incurring significant design and development expenditures and selling, general and administrative expenses. Failure to obtain a design win may prevent us from supplying components for an entire generation of a customer’s system. This can result in lost or foregone revenue and could weaken our position in future competitive selection processes.

Even when we achieve a design win, success is not assured.guaranteed. Customer qualification and design cycles can be lengthy, and it may take a year or more following a successful design win and product qualification for one of our products to be purchased in volume by the customer. We may experience difficulties manufacturing the part in volume, such as low yields, supply chain delays or shortages or quality issues. Further, while the customer has successfully qualified our part for use in its system, it may not have qualified all of the other components being sourced for its system, or qualified its system as a whole with its end customers. Any difficulties our customer may experience in completing those qualifications may delay or prevent us from translating the design win into revenue. These risks can be particularly acute in our A&D market, where we may spend material amounts and commit substantial design engineerengineering resources to product development work in support of an OEM customer’s attempt to win business tied to a government contract award, but realize no related revenue or less than expected revenue from our investment due to failure of the OEM customer to win the business, government program cancellation, federal budget limitations or otherwise. Any of these events or any cancellation of a customer’s program or

failure of our customer to successfully market its own product successfully after our design win, could materially and adversely affect our business, financial condition and results of operations, as we may have incurred significant expense and generated no revenue.



We are subject to order and shipment uncertainties. Our profitability will decline if we fail to accurately forecast customer demand when managing inventory.

We generally sell our products on the basis of purchase orders rather than long-term purchase commitments from our customers. Our customers can typically cancel purchase orders or defer product shipments for some period without incurring liability to us. We typically plan production and inventory levels based on internal forecasts of customer demand, which can be highly unpredictable and can fluctuate substantially, leading to excess inventory write-downs and resulting negative impacts on gross margin and net income. We have limited visibility into our customers’ inventories, future customer demand and the product mix that our customers will require, which could adversely affect our production forecasts and operating margins. The difficulty in predicting demand may be compounded when we sell to OEMsOEM customers indirectly through distributors or contract manufacturers, or both, as our forecasts of demand are then based on estimates provided by multiple parties. In a number of markets we serve, large dollar value customer orders scheduled for delivery in the current fiscal quarter may be canceled or rescheduled by the customer for delivery in a future fiscal quarter on short notice, which may cause our reported revenue to vary materially from our prior expectations. In addition, the rapid pace of innovation in our industry could render significant portions of our inventory obsolete. If we overestimate our customers’ requirements, we may have excess inventory, which could lead to obsolete inventory and unexpected costs. Further, if we build inventory specific to non-recurring engineering (NRE) arrangements that we may enter into with our customers from time to time and then fail to achieve one or more required milestones in connection with such NRE arrangements, we may have excess, non-qualified or non-conforming customer specific inventory, which could lead to unsellable inventory and unexpected costs. Conversely, if we underestimate our customers’ requirements, we may have inadequate inventory, which could lead to foregone revenue opportunities, loss of potential market share and damage to customer relationships caused by product deliveries not made on a timely basis and disrupting our customers’ production schedules. Some of our larger customers also require us to build and maintain minimum inventories and keep them available for purchase at specified locations based on non-binding demand estimates that are subject to change, which exposes us to increased inventory risk and makes it more difficult to manage our working capital. If demand from such customers decreases, we may be left with excess or obsolete inventory that we are unable to sell. In response to anticipated long lead times to obtain inventory and materials from outside suppliers and foundries, we periodically order materials and build a stock of finished goods inventory in advance of customer demand. This advance ordering of raw material and building of finished goods inventory has in the past and may in the future result in excess inventory levels or unanticipated inventory write-downs if expected orders fail to materialize or other factors make our products less saleable. In addition, any significant future cancellation or deferral of product orders could adversely affect our revenue and margins, increase inventory write-downs due to obsolete inventory or adversely affect our operating results and stock price.

The average selling prices of our products may decrease over time, which could have a material adverse effect on our revenue and gross margin.

It is common in our industry for the average selling price of a given product to decrease over time as production volumes increase, competing products are developed, technology, industry standards and customer platforms evolve or new technologies featuring higher performance or lower cost emerge. To combat the negative effects that erosion of average selling prices have had in the past and may have in the future, on our revenue and gross margin, we attempt to actively manage the prices of our existing products, increase our sales volumes and introduce new process technologies and products in the market that exhibit higher performance, new features that are in demand or lower manufacturing costs. Despite this strategy, we mayexpect to experience price erosion in select product platforms or generally in future periods. Failure to maintain our current prices, to offset price reductions by increasing our sales volumes or to successfully execute on our new product development strategy will cause our revenue and gross margin to decline, which could decrease the value of your investment in our common stock.

We face intense competition in our industry, and our inability to compete successfully could negatively affect our operating results.

The semiconductor industry is highly competitive. While we compete with a wide variety of companies, we compete with ADIAnalog Devices, Inc. across most of our primary markets. Our other significant competitors include, among others, Avago Technologies Limited,Broadcom, Cobham, Microsemi, Qorvo and Skyworks.

We believe future competition could also come from companies developing new alternative technologies, component suppliers based in countries with lower production costs and IC manufacturers achieving higher levels of integration that exceed the functionality offered by our products. Our customers and suppliers could also develop products that compete with or replace our products. A decision by any of our large customers to design and manufacture ICs internally could have an adverse effect on our operating results. Increased competition has in the past and could meanin the future lead to lower prices for our products, reduced demand for our products and a corresponding reduction in our ability to recover development, engineering and manufacturing costs.

Many of our existing and potential competitors have entrenched market positions, historical affiliations with original equipment manufacturers, considerable internal manufacturing capacity, established intellectual property rights, strong brand recognition and substantial technological capabilities. Many of them may also have greater financial, technical, manufacturing or marketing resources than we do. The semiconductor industry has experienced significant consolidation over the past several years. Consolidation among our competitors could lead to a changing competitive landscape, which could negatively impact our competitive position and market share and harm our results of operations. In addition, certain countries such as China have announced and begun implementing state-sponsored


initiatives to build domestic semiconductor supply chains and we may be at a disadvantage in attempting to compete with entities associated with such foreign government efforts based on their lower cost of capital, access to government largesse, preferential sourcing practices, stronger local relationships or otherwise. Prospective customers may decide not to buy from us due to concerns about our relative size, financial stability or other factors. Our failure to successfully compete could result in lower revenue, decreased profitability and a lower stock price.

We operate in the semiconductor industry, which is cyclical and subject to significant downturns.

The semiconductor industry is highly cyclical and is characterized by constant and rapid technological change, price erosion, product obsolescence, evolving standards, short product lifecycles and significant fluctuations in supply and demand. The industry has historically experienced significant fluctuations in demand and product obsolescence, resulting in product overcapacity, high inventory levels and accelerated erosion of average selling prices. Downturns in the semiconductor industry may be prolonged, and downturns in many sectors of the electronic systems industry have in the past contributed to extended periods of weak demand for semiconductor products. We have experienced adverse effects on our profitability and cash flows during such downturns in the past, and our business may be similarly harmed by future downturns, particularly if we are unable to effectively respond to reduced demand in a particular market.

We are subject to risks from our international sales and operations.
We have operations in Europe, Asia and Australia, and customers around the world. In addition, in December 2015 we acquired FiBest, a Japan-based merchant market component supplier of optical sub-assemblies. The FiBest Acquisition significantly increased our overall scope of operations and employee base in Japan. As a result, we are subject to regulatory, geopolitical and other risks associated with doing business outside the U.S. Global operations involve inherent risks, including currency controls, currency exchange rate fluctuations, tariffs, required import and export licenses, associated delays and other related international trade restrictions and regulations. Further, there is a risk that language barriers, cultural differences and other factors associated with our international operations may make them more difficult to manage effectively.
The legal system in many of the regions where we conduct business can lack transparency in certain respects relative to that of the U.S. and can accord local government authorities a higher degree of control and discretion over business than is customary in the U.S. This makes the process of obtaining necessary regulatory approvals and maintaining compliance inherently more difficult and unpredictable. In addition, the protection accorded to proprietary technology and know-how under these legal systems may not be as strong as in the U.S., and, as a result, we may lose valuable trade secrets and competitive advantages. The cost of doing business in European jurisdictions can also be higher than in the U.S. due to exchange rates, local collective bargaining regimes and local legal requirements and norms regarding employee benefits and employer-employee relations, in particular. We are also subject to U.S. legal requirements related to our foreign operations, including the Foreign Corrupt Practices Act.
Sales to customers located outside the U.S. accounted for 71.3% of our revenue for the fiscal year ended September 30, 2016. Sales to customers located in the Asia Pacific region typically account for a substantial majority of our overall sales to customers located outside the U.S. We expect that revenue from international sales generally, and sales to the Asia Pacific region specifically, will continue to be a significant part of our total revenue. Therefore, any financial crisis or other major event causing business disruption in international jurisdictions generally, and the Asia Pacific region in particular, could negatively affect our future revenues and results of operations. Further, in 2016 the U.S. Bureau of Industry and Security temporarily blocked exports of U.S. products to Chinese telecommunications OEM ZTE Corp., and issued an administrative subpoena to the largest such manufacturer, Huawei, which accounted for 15% of our revenue for fiscal year 2016, and which could possibly lead to similar restrictions in the future. A U.S. ban on exports to one or more large OEM customers could materially reduce our revenue and reduce the value of an investment in our common stock. Because the majority of our foreign sales are denominated in U.S. dollars, our products become less price-competitive in countries with currencies that are low or are declining in value against the U.S. dollar. Also, we cannot be sure that our international customers will continue to accept orders denominated in U.S. dollars. If they do not, our reported revenue and earnings will become more directly subject to foreign exchange fluctuations. Some of our customer purchase orders and agreements are governed by foreign laws, which may differ significantly from U.S. laws. We may be limited in our ability to enforce our rights under such agreements and to collect amounts owed to us.
The majority of our assembly, packaging and test vendors are located in Asia. We generally do business with our foreign assemblers in U.S. dollars. Our manufacturing costs could increase in countries with currencies that are increasing in value against the U.S. dollar. Also, our international manufacturing suppliers may not continue to accept orders denominated in U.S. dollars. If they do not, our costs will become more directly subject to foreign exchange fluctuations. From time to time we may attempt to hedge our exposure to foreign currency risk by buying currency contracts or otherwise, and any such efforts involve expense and associated risk that the currencies involved may not behave as we expect and we may lose money on such hedging strategies or not properly hedge our risk.
In addition, if terrorist activity, armed conflict, civil, economic or military unrest, embargoes or other economic sanctions or political instability occurs in the U.S. or other locations, such events may disrupt our manufacturing, assembly, logistics, security and communications, and could also result in reduced demand for our products. We have in the past and, may again in the future, experience difficulties relating to employees traveling in and out of countries facing civil unrest or political instability and with obtaining travel visas for our employees. Major health pandemics could also adversely affect our business and our customer order patterns. We could also be


affected if labor issues disrupt our transportation arrangements or those of our customers or suppliers. There can be no assurance that we can mitigate all identified risks with reasonable effort. The occurrence of any of these events could have a material adverse effect on our operating results.
We expect to make future acquisitions, dispositions and investments, which involve numerous risks.

We have an active corporate development program and routinely evaluate potential acquisitions, investments and strategic alliances involving complementary technologies, design teams, products and companies. We also periodically evaluate the merits of a potential divestment of one or more of our existing business lines. We expect to pursue such transactions if appropriate opportunities arise. However, we may not be able to identify suitable transactions in the future or if we do identify such transactions, we may not be able to complete them on commercially acceptable terms or at all. We also face intense competition for acquisitions from other acquirers in our industry. These competing acquirers may have significantly greater financial and other resources than us, which may prevent us from successfully pursuing a transaction. In the event we pursue acquisitions, we will face numerous risks including:

difficulties in integrating the personnel, culture, operations, technology or products and service offerings of the acquired company;

diversion of management’s attention from normal daily operations of our business;

difficulties in entering markets where competitors have stronger market positions;

difficulties in improving and integrating the financial reporting capabilities and operating systems of any acquired operations, particularly foreign and formerly private operations, as needed to maintain effective internal control over financial reporting and disclosure controls and procedures;

loss of any key personnel of the acquired company as well as their know-how, relationships and expertise, which is common following an acquisition;

maintaining customer, supplier or other favorable business relationships of acquired operations;

generating insufficient revenue from completed acquisitions to offset increased expenses associated with any abandoned or completed acquisitions;

acquiring material or unknown leasehold, environmental, regulatory, infringement, contractual or other liabilities associated with any acquired operations;

litigation frequently associated with merger and acquisition transactions; and,

increasing expense associated with amortization or depreciation of intangible and tangible assets we acquire.

Our past acquisitions required or continue to require significant management time and attention relating to the transaction and integration activities. If we fail to properly integrate these acquired companies with ours, we may not receive the expected benefits of the acquisitions. Even if a proposed acquisition is successfully realized and integrated, we may not receive the expected benefits of the transaction.

Past transactions, whether completed or abandoned by us, have resulted, and in the future may result, in significant costs, expenses, liabilities and charges to earnings. The accounting treatment for any acquisition may result in significant amortizable intangible assets which, when amortized, will negatively affect our consolidated results of operations. The accounting treatment for any acquisition may result in significant goodwill, which, if impaired, will negatively affect our consolidated results of operations. Furthermore, we may incur debt or issue equity securities to pay for acquisitions. The incurrence of debt could limit our operating flexibility and be detrimental to our profitability, and the issuance of equity securities would be dilutive to our existing stockholders. Any or all of the above factors may differ from the investment community’s expectations in a given quarter, which could negatively affect our stock price. In addition, as a result of the foregoing, we may not be able to successfully execute acquisitions in the future to the same extent as we have the in the past, if at all.

In the event we make future investments, the investments may decline in value or fail to deliver any strategic benefits we anticipate from them and we may lose all or part of our investment. For example, in May 2015, we received notice that a private company in which we held a minority equity investment was sold to a third party and that the proceeds we would receive at closing would be less than the carrying value previously reported in our consolidated financial statements. We wrote down the investment to the estimated net proceeds we would receive from the sale, and recorded a charge of $3.5 million to other income (expense) resulting in an increase of our previously reported net loss per diluted share for the three and six months ended April 3, 2015, respectively. In the event we undertake divestments, such as the recent divestment of our Automotive business in August 2015, we may suffer from associated management distraction, damaged customer relationships, failure to realize the perceived strategic or financial merits of the divestment or we may incur material indemnity liabilities to the purchaser. Further,
We may be unable to successfully integrate the investmentsbusinesses and personnel of our acquired companies and businesses, and may incurnot realize the anticipated synergies and benefits of such acquisitions.
From time to time, we complete acquisitions of companies and certain businesses of companies, and we may not realize the expected benefits from such acquisitions because of integration difficulties or other challenges. The success of our acquisitions will depend, in part, on our ability to realize all or some of the anticipated synergies and other benefits from integrating the acquired businesses with our existing businesses. The integration process may be complex, costly and time-consuming. The potential difficulties we may face in integrating the operations of our acquisitions include, among others:


failure to implement our business plans for the combined businesses and consolidation or expansion of production capacity as planned and where applicable;
unexpected losses of key employees, customers or suppliers of our acquired companies and businesses;
unanticipated issues in conforming our acquired companies’ and businesses’ standards, processes, procedures and controls with our operations;
coordinating new product and process development;
increasing the scope, geographic diversity and complexity of our operations;
diversion of management’s attention from other business concerns;
adverse effects on our or our acquired companies’ and businesses’ existing business relationships;
unanticipated changes in applicable laws and regulations;
operating risks inherent in our acquired companies’ and businesses’ business and operations;
unanticipated expenses and liabilities;
potential unfamiliarity with our acquired companies and businesses technology, products and markets, which may place us at a competitive disadvantage; and,
other difficulties in the assimilation of our acquired companies and businesses operations, technologies, products and systems.
Our acquired companies and businesses may have unanticipated or larger than anticipated liabilities for patent and trademark infringement claims, violations of laws, commercial disputes, taxes and other known and unknown types of liabilities. There may be liabilities that we underestimateunderestimated or dodid not discover in the course of performing our due diligence investigation of our acquired companies and businesses. We may have limited recourse under the investment. applicable acquisition-related agreement to recover damages relating to the liabilities of our acquired companies and businesses.
We may not have recourse underbe able to maintain or increase the transaction documentslevels of revenue, earnings or operating efficiency that each of our acquired companies and businesses and us had historically achieved or might achieve separately. In addition, we may not accomplish the integration of our acquired companies and businesses smoothly, successfully or within the anticipated costs or timeframe. If we experience difficulties with the integration process or if the business of our acquired companies or businesses deteriorates, the anticipated cost savings, growth opportunities and other synergies of our acquired companies and businesses may not be realized fully or at all, or may take longer to recoverrealize than expected. If any damages relatingof the above risks occur, our business, financial condition, results of operations and cash flows may be materially and adversely impacted, we may fail to potential liabilities.

meet the expectations of investors or analysts, and our stock price may decline as a result.

We may incur liabilities for claims of intellectual property infringement relating to our products.

The semiconductor industry is generally subject to frequent litigation regarding patents and other intellectual property rights. For example, we have initiated legal action against Infineon in federal court to confirm and defend our exclusive rights to use certain patented GaN-on-Silicon technology developed by Nitronex in our core RF markets. Other companies in the industry have numerous patents that protect their intellectual property rights in these areas and technology is frequently licensed. In the past, we have been and may in the

future be, subject to claims that we have breached infringed or misappropriated patent, license or other intellectual property rights. Our customers may assert claims against us for indemnification if they receive claims alleging that their or our products infringe upon others’ intellectual property rights, and have in the past and may in the future choose not to purchase our products based on their concerns over such a pending claim. In the event of an adverse result of any intellectual property rights litigation, we could be required to incur significant costs to defend or settle such litigation, pay substantial damages for infringement, expend significant resources to develop non-infringing technology, incur material liability for royalty payments or fees to obtain licenses to the technology covered by the litigation or be subjected to an injunction, which could prevent us from selling our products, and materially and adversely affect our revenue and results of operations. Negotiated settlements resolving such claims may require us to pay substantial sums, as was the case in September 2013 when we paid $7.25 million in settlement of a suit alleging intellectual property misappropriation. We cannot be sure that we will be successful in any such non-infringing development or that any such license would be available on commercially reasonable terms, if at all. Any claims relating to the infringement of third-party proprietary rights, even if not meritorious, could result in costly litigation, lost sales or damaged customer relationships and diversion of management’s attention and resources.



Many of our products currently incorporate technology licensed or acquired from third parties and we expect our products in the future to also require technology from third parties. If the licenses to such technology that we currently hold become unavailable or the terms on which they are available become commercially unreasonable, or if we are unable to acquire or license necessary technology for our products in the future, our business could be adversely affected.

We sell products in markets that are characterized by rapid technological changes, evolving industry standards, frequent new product introductions and increasing levels of integration. Our ability to keep pace with this market at times depends on our ability to obtain technology from third parties on commercially reasonable terms to allow our products to remain competitive. If licenses to such technology are not available on commercially reasonable terms and conditions or at all and we cannot otherwise acquire or integrate such technology, our products or our customers’ products could become unmarketable or obsolete and we could lose market share.share and our revenue and results of operations could materially decline. In addition, disputes with third party licensors over required payments, scope of licensed rights and compliance with contractual terms are common in our industry and we have in the past and may in the future be subjected to disputes over the terms of such licenses. For example, the outcome of our current litigation with Infineon relating to the scope of our rights to use certain patented GaN-on-Silicon technology developed by Nitronex may impact our associated intellectual property rights and related future revenue prospects. Such disputes may require us to incur significant costs defending our license rights, divert management’s attention or result in our inability to sell or develop certain products. In such instances, we could also incur substantial unanticipated costs or scheduling delays to develop substitute technology to deliver competitive products, damaged customer and vendor relationships, indemnification liabilities and declining revenues and profitability. Such events could have a material adverse effect on our financial condition and results of operations and the value of an investment in our common stock.

We depend on third parties for products and services required for our business, which may limit our ability to meet customer demand, assure product quality and control costs.

We purchase numerous raw materials, such as ceramic packages, precious metals, semiconductor wafers and ICs, from a limited number of external suppliers. We also currently use several external manufacturing suppliers for assembly and testing of our products, and in some cases for fully-outsourced turnkey manufacturing of our products. We currently expect to increase our use of outsourced manufacturing in the future as a strategy. The ability and willingness of our external suppliers to perform is largely outside of our control. The use of external suppliers involves a number of risks, including the possibility of material disruptions in the supply of key components, the lack of control over delivery schedules, capacity constraints, manufacturing yields, quality and fabrication costs and misappropriation of our intellectual property. If these vendors’ processes vary in reliability or quality, they could negatively affect our products and, therefore, our customer relations and results of operations. We generally purchase raw materials on a purchase order basis and we do not have significant long-term supply commitments from our vendors. Where we do haveThe long-term supply commitments theywe have may result in our being obligatedan obligation to purchase moreexcess material, than we need,which may materially and negatively impactingimpact our

operating results. In terms of relative bargaining power, many of our suppliers are larger than we are, with greater resources, and many of their other customers are larger and have greater resources than we do. If these vendors experience shortages or fail to accurately predict customer demand, they may have insufficient capacity to meet our demand, creating a capacity constraint on our business. They may also choose to supply others in preference to us in times of capacity constraint or otherwise, particularly where the other customers purchase in higher volume. Third-party supplier capacity constraints have in the past and may in the future prevent us from supplying customer demand that we otherwise could have fulfilled at attractive prices. If we have a firm commitment to supply our customercustomers but are unable to do so based on inability or unwillingness of one of our suppliers to provide related materials or services, we may be liable for resulting damages and expense incurred by our customer.

customers.

Based on superior performance features, cost parameters or other factors, we utilize sole source suppliers for certain semiconductor packages and other materials and it is common for one of our outside semiconductor foundries to be our sole supplier for the particular semiconductor fabrication process technologies manufactured at that supplier’s facility. Such supplier concentrations involve the risk of a potential future business interruption if the supplier becomes unable or unwilling to supply us at any point. While in some cases alternate suppliers may exist, because there are limited numbers of third-party wafer suppliers that use the process technologies we select for our products and that have sufficient capacity to meet our needs, it may not be possible or may be expensive to find an alternative source of supply. Even if we are able to find an alternative source, moving production to an alternative supplier requires an extensive qualification or re-qualification process that could prevent or delay product shipments or disrupt customer’s production schedules, which could harm our business. In addition, some of our external foundry suppliers compete against us in the market in addition to being our supplier. The loss of a supplier can also significantly harm our business and operating results. A supplier may discontinue supplying us if its business is not sufficiently profitable, for competitive reasons or otherwise. We have in the past and may in the future have our supply relationship discontinued by an external foundry, causing us to experience supply chain disruption, customer dissatisfaction, loss of business and increased cost.

If we lose key personnel or fail to attract and retain key personnel, we may be unable to pursue business opportunities or develop our products.

We believe our continued ability to recruit, hire, retain and motivate highly-skilled engineering, operations, sales, administrative and managerial personnel is key to our future success. Competition for these employees is intense, particularly with respect to qualified


engineers. Our failure to retain our present employees and hire additional qualified personnel in a timely manner and on reasonable terms could harm our competitiveness and results of operations. In addition, from time to time, we may recruit and hire employees from our competitors, customers, suppliers and distributors, which could result in liability to us and has in the past and could in the future, damage our business relationship with these parties. For example, in June 2015 NXP B.V. filed a lawsuit against us alleging, among other things, that by hiring away certain of its employees we breached a non-disclosure agreement we had signed as part of our participation in a private equity-backed consortium in the early stages of bidding on a proposed divestiture of NXP’s RF power amplifier business. The lawsuit seeks, among other things, an injunction barring us from hiring additional NXP employees and limiting the scope of our employment of persons we have already hired. None of our senior management team is contractually bound to remain with us for a specified period, and we generally do not maintain key person life insurance covering our senior management. The loss of any member of our senior management team could strengthen a competitor, weaken customer relationships or harm our ability to implement our business strategy.

Sources for certain components, materials and materialsservices are limited, which could result in interruptions, delays or reductions in product shipments.

Our industry may be affected from time to time by limited supplies of certain key components, materials and materials.services. We have in the past and may in the future, experience delays or reductions in supply shipments, which could reduce our revenue and profitability. If key components, materials or materialsservices are unavailable, our costs could increase and our revenue could decline.

In particular, our manufacturing headquarters, design facilities, assembly and test facilities and supply chain, and those of our contract manufacturers, are subject to risk of catastrophic loss due to fire, flood or other natural or man-made disasters. The majority of our semiconductor products are fabricated in our Lowell, Massachusetts headquarters and our facility in Ithaca, New York. The majority of the internal and outsourced assembly and test facilities we utilize are located in the Pacific Rim and some of our internal design, assembly and test facilities are located in California regions with above average seismic and severe weather activity. In addition, our research and development personnel are concentrated in a few locations, with the expertise of the personnel at each such location generally focused on one or two specific areas. Any catastrophic loss or significant damage to any of these facilities would likely disrupt our operations, delay production, shipments and revenue and result in significant expenses to repair or replace the facility and, in some instances, could significantly curtail our research and development efforts in a particular product area or primary market, which could have a material adverse effect on our operations. In particular, any catastrophic loss at our headquarters or our Ithaca, New York facilitiesfacility could materially and adversely affect our business and financial results, revenue and profitability.

Our failure to continue to keep pace with new or improved semiconductor process technologies could impair our competitive position.

Semiconductor manufacturers constantly seek to develop new and improved semiconductor process technologies. Our future success depends in part upon our ability to continue to gain access to these semiconductor process technologies, internally or externally, in order to adapt to emerging customer requirements and competitive market conditions. We may be unable to internally develop such technologies successfully and may be unable to gain access to them from merchant foundries or other sources on commercially reasonable terms or at all. If we fail to remain abreast of new and improved semiconductor process technologies as they emerge, we may lose market share and our revenue and gross margin may decline, which could adversely affect our operating results.

Remaining competitive in the semiconductor industry requires transitioning to smaller geometry process technologies and achieving higher levels of design integration.
In order to remain competitive, we expect to continue to transition our products to increasingly smaller geometries. This transition requires us to modify the manufacturing processes for our products, to design new products to more stringent standards and to redesign some existing products. In some instances, we depend on our relationships with our third-party foundries to transition to smaller geometry processes successfully. Our foundries may not be able to effectively manage the transition or we may not be able to maintain our foundry relationships. If our foundries or we experience significant delays in this transition or fail to efficiently implement this transition, our business, financial condition and results of operations could be materially and adversely affected. As smaller geometry processes become more prevalent, we expect to continue to integrate greater levels of functionality into our products. However, we may not be able to achieve higher levels of design integration or deliver new integrated products on a timely basis or at all.
Minor deviations in the manufacturing process can cause substantial manufacturing yield loss or even cause halts in production, which could have a material adverse effect on our revenue and gross margin.

Our products involve complexities in both their design and the semiconductor process technology employed in their fabrication. In many cases, the products are also assembled in customized packages or feature high levels of integration. Our products must meet exacting customer specifications for quality, performance and reliability.



Our manufacturing yield, or the percentage of units of a given product in a given period that is usable relative to all such units produced, is a combination of yields including wafer fabrication, assembly and test yields. Due to the complexity of our products, we periodically experience difficulties in achieving acceptable yields as even minor deviations in the manufacturing process can cause substantial manufacturing yield loss or halt production. Our customers may also test our components once they have been assembled into their products. The number of usable products that result from our production process can fluctuate as a result of many factors, including the following:

design errors;
defects in photomasks, used to print circuits on wafers;
minute impurities in materials used;
contamination of the manufacturing environment;
equipment failure or variations in the manufacturing processes;
losses from broken wafers or other human errors;
defects in packaging; and,
issues and errors in testing.

design errors;

defects in photomasks, used to print circuits on wafers;

minute impurities in materials used;

contamination of the manufacturing environment;

equipment failure or variations in the manufacturing processes;

losses from broken wafers or other human error;

defects in packaging; and

issues and errors in testing.

Typically, for a given level of sales, when our yields improve, our gross margin improves. When our yields decrease, our unit costs are typically higher, our gross margin is lower and our profitability is adversely affected, any or all of which can harm our results of operations and lower our stock price.

We depend on third-party sales representatives and distributors for a material portion of our revenues.

We sell many of our products to customers through independent sales representatives and distributors, as well as through our direct sales force. We are unable to predict the extent to which our independent sales representatives and distributors will be successful in marketing and selling our products. Moreover, many of our independent sales representatives and distributors also market and sell competing products. Our relationships with our representatives and distributors typically may be terminated by either party at any time, and do not require them to buy any of our products. Sales to distributors accounted for approximately 20.7%13.2% of our revenue for the fiscal year ended October 2, 2015,September 30, 2016, and sales to our largest distributor, Richardson, represented 17.7%10.6% of our revenue in the same period. If our distributors cease doing business with us or fail to successfully market and sell our products, our ability to sustain and grow our revenue could be materially adversely affected.

Our internal and external manufacturing, assembly and test model subjects us to various manufacturing and supply risks.

We own and operate a semiconductor wafer processing and manufacturing facility at our headquarters in Lowell, Massachusetts, and operate a semiconductor wafer processing and manufacturing facilityleased facilities at our Sunnyvale, California, Londonderry, New Hampshire and Ithaca, New York site.sites. These facilities are also important internal design, assembly and test facilities. We maintain other internal assembly and test operation facilities as well, including leased sites in Long Beach, California, Nashua, New Hampshire, Hsinchu, Taiwan, and Hsinchu, Taiwan.Tokyo, Japan. We also use multiple external foundries for outsourced semiconductor wafer supply, as well as multiple domestic and Asian assembly and test suppliers to assemble and test our products. A number of factors will affect the future success of these internal manufacturing facilities and outsourced supply and service arrangements, including the following:

the level of demand for our products;
our ability to expand and contract our facilities and purchase commitments in a timely and cost-effective manner in response to changes in demand for our products;
our ability to generate revenue in amounts that cover the significant fixed costs of operating our facilities;
our ability to qualify our facilities for new products in a timely manner;
the availability of raw materials, including GaAs, SiGe and InP substrates and high purity source materials such as gallium, aluminum, arsenic, carbon, nitrite, indium and silicon;
our manufacturing cycle times and yields;
the political and economic risks associated with our reliance on outsourced Asian assembly and test suppliers;
the location of our facilities and those of our outsourced suppliers;
natural disasters, pandemics, acts of terrorism, armed conflicts or unrest impacting our facilities and those of our outsourced suppliers;
our ability to hire, train, manage and retain qualified production personnel;

the level of demand for our products;


our ability to expand and contract our facilities and purchase commitments in a timely and cost-effective manner in response to changes in demand for our products;


our compliance with applicable environmental and other laws and regulations;
our ability to avoid prolonged periods of downtime or high levels of scrap in our and our suppliers’ facilities for any reason; and,
our ability to negotiate renewals to our existing lease agreements on favorable terms and without disruption to our wafer processing and manufacturing and internal assembly and test operations at our sites where such activities take place.

our ability to generate revenue in amounts that cover the significant fixed costs of operating our facilities;

our ability to qualify our facilities for new products in a timely manner;

the availability of raw materials, including GaAs, SiGe and InP substrates and high purity source materials such as gallium, aluminum, arsenic, carbon, nitrite, indium and silicon;

our manufacturing cycle times and yields;

the political and economic risks associated with our reliance on outsourced Asian assembly and test suppliers;

the location of our facilities and those of our outsourced suppliers;

natural disasters impacting our facilities and those of our outsourced suppliers;

our ability to hire, train, manage and retain qualified production personnel;

our compliance with applicable environmental and other laws and regulations; and

our ability to avoid prolonged periods of downtime or high levels of scrap in our and our suppliers’ facilities for any reason.

If we experience issues in any of the above areas, the effectiveness of our supply chain could be adversely affected, and could harm our results of operations.

Our financial results may be adversely affected by increased tax rates and exposure to additional tax liabilities.
Our effective tax rate is highly dependent upon the geographic composition of our worldwide earnings and tax regulations governing each region, each of which can change from period to period. We are subject to income taxes in both the U.S. and various foreign jurisdictions and significant judgment is required to determine our worldwide tax liabilities. Our effective tax rate as well as the actual tax ultimately payable could be adversely affected by changes in the amount of our earnings attributable to countries with differing statutory tax rates, changes in the valuation of our deferred tax assets, changes in tax laws (or the interpretation of those laws by regulators) or tax rates (particularly in the U.S. or Ireland), increases in non-deductible expenses, the availability of tax credits, material audit assessments or repatriation of non-U.S. earnings, each of which could materially affect our profitability. Any significant increase in our effective tax rates could materially reduce our net income in future periods and decrease the value of your investment in our common stock. In addition, certain intercompany loans could be re-characterized as equity for tax purposes resulting in additional tax on the repatriation of the loan to the U.S.
Changes in tax laws are introduced from time to time to reform taxation of international business activities by the U.S., Ireland and other countries in which we have operations. Depending on the final form of legislation enacted, if any, these consequences may be significant for us due to the large scale of our international business activities. If any of these proposals are enacted into legislation, they could have material adverse consequences on the amount of tax we pay and, thereby, on our financial position and results of operations.
Our planned sale and leaseback transactions regarding our Lowell, Massachusetts headquarters building and property may not be consummated, or may lead to disruptions in our business.
In May 2016, we entered into a Purchase and Sale Agreement and Escrow Instructions (as amended, the Purchase Agreement) with Calare Properties, Inc. (Calare) for the sale and subsequent leaseback of certain parcels of property, including our corporate headquarters and wafer fabrication facility, located in Lowell, Massachusetts. While we currently anticipate that these transactions will close in the first quarter of fiscal year 2017, we cannot guarantee that the transactions will close in this timeframe or at all. Delay in or inability to consummate the sale transaction, or delay or failure on the part of the buyer to construct a new headquarters facility onsite for us to lease, could limit our ability to hire additional staff and expand our operations at this location, result in unanticipated expense and management distraction, or otherwise disrupt our business, and could adversely affect our financial condition and results of operations.
We may experience difficulties in managing any future growth.

To successfully conduct business in a rapidly evolving market, we must effectively plan and manage any current and future growth. Our ability to do so will be dependent on a number of factors, including the following:

maintaining access to sufficient manufacturing capacity to meet customer demands;
arranging for sufficient supply of key raw materials and services to avoid shortages or supply bottlenecks;
building out our administrative infrastructure at the proper pace to support any current and future sales growth while maintaining operating efficiencies;
adhering to our high quality and process execution standards, particularly as we hire and train new employees and during periods of high volume;
managing the various components of our working capital effectively;
upgrading our operational and financial systems, procedures and controls, including improvement of our accounting and internal management systems; and,
maintaining high levels of customer satisfaction.

maintaining access to sufficient manufacturing capacity to meet customer demands;

arranging for sufficient supply of key raw materials and services to avoid shortages or supply bottlenecks;

building out our administrative infrastructure at the proper pace to support any current and future sales growth while maintaining operating efficiencies;

adhering to our high quality and process execution standards, particularly as we hire and train new employees and during periods of high volume;

managing the various components of our working capital effectively;

upgrading our operational and financial systems, procedures and controls, including improvement of our accounting and internal management systems; and

maintaining high levels of customer satisfaction.

If we do not effectively manage any future growth, we may not be able to take advantage of attractive opportunities in the markets, our operations may be impacted, and we may experience delays in delivering products to our customers or damaged customer relationships and achieve lower than anticipated revenue and decreased profitability.



We may incur higher than expected expense from or not realize the expected benefits, of consolidation, outsourcing and restructuring initiatives designed to reduce costs and increase revenue across our operations.

We have pursued in the past and may pursue in the future various restructuring initiatives designed to reduce costs and increase revenue across our operations, including reductions in our number of manufacturing facilities, workforce reductions, establishing certain operations closer in location to our global customers and evaluating functions that may be more efficiently performed through outsourcing arrangements. These initiatives can be substantial in scope and disruptive to our operations and they can involve large expenditures. In fiscal years 2016, 2015, 2014 and 2013,2014, we incurred restructuring charges of $3.5 million, $1.3 million $14.8 million and $1.1$14.8 million, respectively, consisting primarily of employee severance and related costs resulting from reductions in our workforce. Exiting a leased site may involve contractual or negotiated exit payments with the landlord, temporary holding over at an increased lease rate, costs to perform restoration work required by the lease or associated environmental liability, any of which may be material in amount. Consolidation of operations and outsourcing may involve substantial capital expenses and the transfer of manufacturing processes and personnel from one site to another, with resultant startup issues at the receiving site and the need for re-qualification of the transitioned operations with major customers and for ISO or other certifications. We may experience shortages of affected products, delays and higher than expected expenses. Affected employees may be distracted by the transition or may seek other employment, which could cause our overall operational efficiency to suffer. Any of these issues or our failure to realize the expected benefits of these initiatives could harm our results of operations and reduce the price of our common stock.

Our business may be harmed if systems manufacturers choose not to use components made of the compound semiconductor materials we utilize.

Silicon semiconductor technologies are the dominant process technologies for the manufacture of ICs in high-volume, commercial markets and the performance of silicon ICs continues to improve. While we use silicon for some applications, we also often use compound semiconductor technologies such as GaAs, InP, SiGe or GaN to deliver reliable operation at higher power, higher frequency or smaller form factor than a silicon

solution has historically allowed. While these compound semiconductor materials offer high-performance features, it is generally more difficult to design and manufacture products with reliability and in volume using them. GaN and InP, in particular, are newer process technologies that do not have as extensive a track record of reliable performance in the field as many of the competing process technologies. Compound semiconductor technology tends to be more expensive than silicon technology due to its above-described challenges and the generally lower volumes at which parts in those processes tend to be manufactured relative to silicon parts for high-volume consumer applications.

System designers in some markets may be reluctant to adopt our non-silicon products or may be likely to adopt silicon products in lieu of our products if silicon products meeting their demanding performance requirements are available, because of:

their unfamiliarity with designing systems using our products;
their concerns related to manufacturing costs and yields;
their unfamiliarity with our design and manufacturing processes; or,
uncertainties about the relative cost effectiveness of our products compared to high-performance silicon components.

their unfamiliarity with designing systems using our products;

their concerns related to manufacturing costs and yields;

their unfamiliarity with our design and manufacturing processes; or

uncertainties about the relative cost effectiveness of our products compared to high-performance silicon components.

We cannot be certain that additional systems manufacturers will design our compound semiconductor products into their systems or that the companies that have utilized our products will continue to do so in the future. Improvements in the performance of available silicon process technologies and solutions could result in a loss of market share on our part. If our products fail to achieve or maintain market acceptance for any of the above reasons, our results of operations will suffer.

We are subject to risks from our international sales and operations.

We have operations in Europe, Asia and Australia, and customers around the world. In addition, in November 2015, we entered into a definitive agreement to acquire FiBest, a Japan-based merchant market component supplier of optical sub assemblies. If completed, the FiBest acquisition is expected to significantly increase our overall scope of operations and employee base in Japan. As a result, we are subject to regulatory, geopolitical and other risks associated with doing business outside the U.S. Global operations involve inherent risks, including currency controls, currency exchange rate fluctuations, tariffs, required import and export licenses, associated delays and other related international trade restrictions and regulations. Further, there is a risk that language barriers, cultural differences and other factors associated with our international operations may make them more difficult to manage effectively.

The legal system in many of the regions where we conduct business can lack transparency in certain respects relative to that of the U.S. and can accord local government authorities a higher degree of control and discretion over business than is customary in the U.S. This makes the process of obtaining necessary regulatory approvals and maintaining compliance inherently more difficult and unpredictable. In addition, the protection accorded to proprietary technology and know-how under these legal systems may not be as strong as in the U.S., and, as a result, we may lose valuable trade secrets and competitive advantages. The cost of doing business in European jurisdictions can also be higher than in the U.S. due to exchange rates, local collective bargaining regimes, and local legal requirements and norms regarding employee benefits and employer-employee relations, in particular. We are also subject to U.S. legal requirements related to our foreign operations, including the Foreign Corrupt Practices Act.

Sales to customers located outside the U.S. accounted for 63.6% of our revenue for the fiscal year ended October 2, 2015. We expect that revenue from international sales will continue to be a significant part of our total revenue. Because the majority of our foreign sales are denominated in U.S. dollars, our products become less price-competitive in countries with currencies that are low or are declining in value against the U.S. dollar. Also, we cannot be sure that our international customers will continue to accept orders denominated in U.S. dollars. If they do not, our reported revenue and earnings will become more directly subject to foreign exchange

fluctuations. Some of our customer purchase orders and agreements are governed by foreign laws, which may differ significantly from U.S. laws. We may be limited in our ability to enforce our rights under such agreements and to collect amounts owed to us.

The majority of our assembly, packaging and test vendors are located in Asia. We generally do business with our foreign assemblers in U.S. dollars. Our manufacturing costs could increase in countries with currencies that are increasing in value against the U.S. dollar. Also, our international manufacturing suppliers may not continue to accept orders denominated in U.S. dollars. If they do not, our costs will become more directly subject to foreign exchange fluctuations. From time to time we may attempt to hedge our exposure to foreign currency risk by buying currency contracts or otherwise, and any such efforts involve expense and associated risk that the currencies involved may not behave as we expect, and we may lose money on such hedging strategies or not properly hedge our risk.

In addition, if terrorist activity, armed conflict, civil, economic or military unrest, embargoes or other economic sanctions or political instability occurs in the U.S. or other locations, such events may disrupt our manufacturing, assembly, logistics, security and communications, and could also result in reduced demand for our products. We have in the past and, may again in the future, experience difficulties relating to employees traveling in and out of countries facing civil unrest or political instability, and with obtaining travel visas for our employees. Major health pandemics could also adversely affect our business and our customer order patterns. We could also be affected if labor issues disrupt our transportation arrangements or those of our customers or suppliers. There can be no assurance that we can mitigate all identified risks with reasonable effort. The occurrence of any of these events could have a material adverse effect on our operating results.

If we fail to comply with export control regulations we could be subject to substantial fines or other sanctions, including loss of export privileges.

Certain of our products are subject to the Export Administration Regulations, administered by the U.S. Department of Commerce, Bureau of Industry Security, which require that we obtain an export license before we can export products or technology to specified countries. Other products are subject to the International Traffic in Arms Regulations, which restrict the export of information and material that may be used for military or intelligence applications by a foreign person. U.S. regulators have announced “export control reform” that has changed and is expected to change many of the rules applicable to us in this area in the future in ways we do not yet fully understand and we have experienced and will continue to experience challenges in complying with the new rules as they become effective, resulting in difficulties or an inability to ship products to certain countries and customers.

We are also subject to U.S. import regulations and the import and export regimes of other countries in which we operate. Failure to comply with these laws could result in sanctions by the U.S. government, including substantial monetary penalties, denial of export privileges and debarment from government contracts. Export and import regulations may create delays in the introduction of our products in international markets or prevent the export or import of our products to certain countries or customers altogether. Any change in export or import regulations or related legislation, shift in approach by regulators to the enforcement or scope of existing regulations, changes


in the interpretation of existing regulations by regulators, specific sanctions by regulators or change in the countries, persons or technologies targeted by such regulations, could harm our business by resulting in decreased use of our products by or our decreased ability to export or sell our products to, existing or potential customers with international operations. In addition, our sale of our products to or through third-party distributors, resellers and sales representatives creates the risk that any violation of these laws they may engage in may cause disruption in our markets or otherwise bring liability on us.

Our business may be adversely affected if we experience product returns, product liability and defects claims.

Our products are complex and frequently operate in high-performance, challenging environments. We may not be able to anticipate all of the possible performance or reliability problems that could arise with our products after they are released to the market. If such problems occur or become significant, we may experience reduced revenue and increased costs related to product recalls, inventory write-offs, warranty or damage claims, delays in, cancellations of or returns of product orders and other expenses. The many materials and vendors used in the

manufacture of our products increase the risk that some defects may escape detection in our manufacturing process and subsequently affect our customers, even in the case of long-standing product designs. Our use of newly-developed or less mature semiconductor process technologies, such as GaN and InP, which have a less extensive track record of reliability in the field than other more mature process technologies, also increases the risk of performance and reliability problems. These matters have arisen in our operations from time to time in the past, have resulted in significant expense to us per occurrence and will likely occur again in the future. The occurrence of defects could result in product returns and liability claims, reduced product shipments, the loss of customers, the loss of or delay in market acceptance of our products, harm to our reputation, diversion of management’s time and resources, lower revenue, higherincreased expenses and reduced profitability. Any warranty or other rights we may have against our suppliers for quality issues caused by them may be more limited than those our customers have against us, based on our relative size, bargaining power or otherwise. In addition, even if we ultimately prevail, such claims could result in costly litigation, divert management’s time and resources and damage our customer relationships.

We also face exposure to potential liability resulting from the fact that some of our customers integrate our products into consumer products such as automobiles, or mobile communication devices, which are then sold to consumers in the marketplace. We may be named in product liability claims even if there is no evidence that our products caused a loss. Product liability claims could result in significant expenses in connection with the defense of such claims and possible damages. In addition, we may be required to participate in a recall if our products prove to be defective. Any product recall or product liability claim brought against us, particularly in high-volume consumer markets, could have a material negative impact on our reputation, business, financial condition or results of operations.

The outcome of litigation in which we are involved in is unpredictable and an adverse decision in any such matter could subject us to damage awards and lower the market price of our stock.

From time to time we are a party to litigation matters such as those described in “Item 3—3 - Legal Proceedings” below. These and any other future disputes, litigations, investigations, administrative proceedings or enforcement actions we may be involved in may divert financial and management resources that would otherwise be used to benefit our operations, result in negative publicity and harm our customer or supplier relationships. Although we intend to contest such matters vigorously, we cannot assure you that their outcome will be favorable to us. An adverse resolution of any such matter in the future, including the results of any amicable settlement, could subject us to material damage awards or settlement payments, loss of contractual or otherwise materiallyother rights, injunctions or other limitations on the operation of our business or other material harm to our business.

Our financial results may be adversely affected by increased tax rates and exposure to additional tax liabilities.

Our effective tax rate is highly dependent upon the geographic composition of our worldwide earnings and tax regulations governing each region, each of which can change from period to period. We are subject to income taxes in both the U.S. and various foreign jurisdictions, and significant judgment is required to determine our worldwide tax liabilities. Our effective tax rate as well as the actual tax ultimately payable could be adversely affected by changes in the amount of our earnings attributable to countries with differing statutory tax rates, changes in the valuation of our deferred tax assets, changes in tax laws or tax rates (particularly in the U.S. or Ireland), increases in non-deductible expenses, the availability of tax credits, material audit assessments, or repatriation of non-U.S. earnings, each of which could materially affect our profitability. Any significant increase in our effective tax rates could materially reduce our net income in future periods and decrease the value of your investment in our common stock.

Changes in tax laws are introduced from time to time to reform U.S. taxation of international business activities. Depending on the final form of legislation enacted, if any, these consequences may be significant for us due to the large scale of our international business activities. If any of these proposals are enacted into legislation, they could have material adverse consequences on the amount of tax we pay and, thereby, on our financial position and results of operations.

We face risks associated with government contracting.

Some of our revenue is derived from contracts with agencies of the U.S. government or subcontracts with its prime contractors. As a U.S. government contractor or subcontractor, we may be subject to federal contracting regulations, including the Federal Acquisition Regulations, which govern the allowability of costs incurred by us in the performance of U.S. government contracts. Certain contract pricing is based on estimated direct and indirect costs, which are subject to change. Additionally, the U.S. government is entitled after final payment on certain negotiated contracts to examine all of our cost records with respect to such contracts and to seek a downward adjustment to the price of the contract if it determines that we failed to furnish complete, accurate and current cost or pricing data in connection with the negotiation of the price of the contract.
In connection with our U.S. government business, we may also be subject to government audits and to review and approval of our policies, procedures and internal controls for compliance with procurement regulations and applicable laws. In certain circumstances, if we do not comply with the terms of a contract or with regulations or statutes, we could be subject to downward contract price adjustments or refund obligations or could in extreme circumstances be assessed civil and criminal penalties or be debarred or suspended from obtaining future contracts for a specified period of time. Any such suspension or debarment or other sanction could have an adverse effect on our business.
Under some of our government subcontracts, we are required to maintain secure facilities and to obtain security clearances for personnel involved in performance of the contract, in compliance with applicable federal standards. Complying with these standards can be both costly and time consuming, and can adversely affect our ability to compete in commercial markets. If we were unable to comply


with these requirements or if personnel critical to our performance of these contracts were to lose their security clearances, we might be unable to perform these contracts or compete for other projects of this nature, which could adversely affect our revenue.

Our limited ability to protect our proprietary information and technology may adversely affect our ability to compete.

Our future success and ability to compete is dependent in part upon our protection of our proprietary information and technology through patent filings, enforcement of agreements related to intellectual property and otherwise. We cannot be certain that any patents we apply for will be issued or that any claims allowed from pending applications will be of sufficient scope or strength to provide meaningful protection or commercial advantage. Our competitors may also be able to design around our patents. Similarly, counterparties to our intellectual property agreements may fail to comply with their obligations under those agreements, requiring us to resort to expensive and time-consuming litigation in an attempt to protect our rights, which may or may not be successful. The laws of some countries in which our products are or may be developed, manufactured or sold, may not protect our products or intellectual property rights to the same extent as U.S. laws, increasing the possibility of piracy of our technology and products. Although we intend to vigorously defend our intellectual property rights, we may not be able to prevent misappropriation of our technology or may need to expend significant financial and other resources in defending our rights.

In addition, we rely on trade secrets, technical know-how and other unpatented proprietary information relating to our product development and manufacturing activities. We try to protect this information by entering into confidentiality agreements with employees and other parties. We cannot be sure that these agreements will be adequate and will not be breached, that we would have adequate remedies for any breach or that our trade secrets and proprietary know-how will not otherwise become known or independently discovered by others.

Additionally, our competitors may independently develop technologies that are substantially equivalent or superior to our technology. Despite our efforts to protect our proprietary rights, unauthorized parties may attempt to copy or otherwise obtain or use our products or technology. Patent litigation is expensive and our ability to enforce our patents and other intellectual property, is limited by our financial resources and is subject to general litigation risks. If we seek to enforce our rights, we may be subject to claims that the intellectual property rights are invalid, are otherwise not enforceable or are licensed to the party against whom we assert a claim. In addition, our assertion of intellectual property rights could result in the other party seeking to assert alleged intellectual property rights of its own against us, which is a frequent occurrence in such litigations.

We may need to modify our activities or incur substantial costs to comply with environmental laws, and if we fail to comply with environmental laws we could be subject to substantial fines or be required to change our operations.

We are subject to a variety of international, federal, state and local governmental regulations directed at preventing or mitigating climate change and other environmental harms, as well as to the storage, discharge, handling, generation, disposal and labeling of toxic or other hazardous substances used to manufacture our products. If we fail to comply with these regulations, substantial fines could be imposed on us and we could be required to suspend production, alter manufacturing processes, cease operations or remediate polluted land, air or groundwater, any of which could have a negative effect on our revenue, results of operations and business. Failure to comply with environmental regulations could subject us to civil or criminal sanctions and property damage or personal injury claims. Compliance with current or future environmental laws and regulations could restrict our ability to expand our facilities or build new facilities, or require us to acquire additional expensive equipment, modify our manufacturing processes, or incur other substantial expenses which could harm our business, financial condition and results of operations. In addition, under some of these laws and regulations, we

could be held financially responsible for remedial measures if our properties or, those nearby are contaminated, even if we did not cause the contamination. We have incurred in the past and may in the future incur environmental liability based on the actions of prior owners, lessees or neighbors of sites we have leased or may lease in the future or sites we become associated with due to acquisitions. We cannot predict:

changes in environmental or health and safety laws or regulations;
the manner in which environmental or health and safety laws or regulations will be enforced, administered or interpreted;
our ability to enforce and collect under any indemnity agreements and insurance policies relating to environmental liabilities; or,
the cost of compliance with future environmental or health and safety laws or regulations or the costs associated with any future environmental claims, including the cost of clean-up of currently unknown environmental conditions.

changes in environmental or health and safety laws or regulations;

the manner in which environmental or health and safety laws or regulations will be enforced, administered or interpreted;

our ability to enforce and collect under any indemnity agreements and insurance policies relating to environmental liabilities; or

the cost of compliance with future environmental or health and safety laws or regulations or the costs associated with any future environmental claims, including the cost of clean-up of currently unknown environmental conditions.

In addition to the costs of complying with environmental, health and safety requirements, we may in the future incur costs defending against environmental litigation brought by government agencies, lessors at sites we currently lease or have been associated with in the past and other private parties. We may be defendants in lawsuits brought by parties in the future alleging environmental damage, personal injury or property damage. A significant judgment or fine levied against us or agreed settlement payment, could materially harm our business, financial condition and results of operations.



Environmental regulations such as the WEEE and RoHS directives limit our flexibility and may require us to incur material expense.

Various countries require companies selling a broad range of electrical equipment to conform to regulations such as the Waste Electrical and Electronic Equipment (WEEE) and the European Directive 2002/95/Ec on Restriction of Hazardous Substances (RoHS). New environmental standards such as these could require us to redesign our products in order to comply with the standards, require the development of compliance administration systems or otherwise limit our flexibility in running our business or require us to incur substantial compliance costs. For example, RoHS requires that certain substances be removed from most electronic components. The WEEE directive makes producers of electrical and electronic equipment financially responsible for specified collection, recycling, treatment and disposal of past and future covered products. We have already invested significant resources into complying with these regimes, and further investments may be required. Alternative designs implemented in response to regulation may be more costlycostlier to produce, resulting in an adverse effect on our gross profit margin. If we cannot develop compliant products in a timely fashion or properly administer our compliance programs, our revenue may also decline due to lower sales, which would adversely affect our operating results. Further, if we were found to be non-compliant with any rule or regulation, we could be subject to fines, penalties and/or restrictions imposed by government agencies that could adversely affect our operating results.

Our term loan and revolving credit facility could result in outstanding debt with a claim to our assets that is senior to that of our stockholders and may have other adverse effects on our results of operations.

As of October 2, 2015,September 30, 2016, we have a term loan outstanding of $345.6$591.5 million and a revolving credit facility with $130.0 million of available borrowing capacity. The facility is secured by a first priority lien on our assets and those of our domestic subsidiaries. The amount of our indebtedness could have important consequences, including the following:

we may be limited in our ability to obtain additional financing in the future for working capital, capital expenditures, acquisitions, general corporate or other purposes;
we may be limited in our ability to make distributions to our stockholders in a sale or liquidation until our debt is repaid in full;
we may be more vulnerable to economic downturns, less able to withstand competitive pressures and less flexible in responding to changing business and economic conditions;
our cash flow from operations will be allocated to the payment of the principal of and interest on, any outstanding indebtedness; and,
we cannot assure you that our business will generate sufficient cash flow from operations or other sources to enable us to meet our payment obligations under the facility and to fund other liquidity needs.

our ability to obtain additional financing in the future for working capital, capital expenditures, acquisitions, general corporate or other purposes may be limited;

our ability to make distributions to our stockholders in a sale or liquidation until any balance on the line is repaid in full;

we may be more vulnerable to economic downturns, less able to withstand competitive pressures and less flexible in responding to changing business and economic conditions;

our cash flow from operations will be allocated to the payment of the principal of, and interest on, any outstanding indebtedness; and

we cannot assure you that our business will generate sufficient cash flow from operations or other sources to enable us to meet our payment obligations under the facility and to fund other liquidity needs.

Our credit facility also contains certain restrictive covenants that may limit or eliminate our ability to, among other things, incur additional debt, sell, lease or transfer our assets, pay dividends, make investments and loans, make acquisitions, guarantee debt or obligations, create liens, enter into transactions with our affiliates, enter into new lines of business and enter into certain merger, consolidation or other reorganizations transactions. These restrictions could limit our ability to withstand downturns in our business or the economy in general or to take advantage of business opportunities that may arise, any of which could place us at a competitive disadvantage relative to our competitors that are not subject to such restrictions. If we breach a loan covenant, the lenders could either refuse to lend funds to us or accelerate the repayment of any outstanding borrowings under the credit facility. We might not have sufficient assets to repay such indebtedness upon a default. If we are unable to repay the indebtedness, the lenders could initiate a bankruptcy proceeding against us or collection proceedings with respect to our subsidiaries securing the facility, which could materially decrease the value of our common stock.

Customer demands and regulations related to “conflict” minerals may force us to incur additional expenses and liabilities.

In August 2012, the SEC adopted its final rule

Pursuant to implement Section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, the SEC promulgated rules regarding disclosure and reporting requirements for companies who use “conflict” minerals mined from the Democratic Republic of Congo and adjoining countries in their products. In the semiconductor industry, these minerals are most commonly found in metals used in the manufacture of semiconductor devices and related assemblies. These requirements may adversely affect our ability to source related minerals and metals and increase our related cost. We face difficulties and increased expense associated with complying with the related disclosure requirements, such as costs related to determining the source of any conflict minerals used in our products. Continued timely reporting is dependent upon the improvement and implementation of new systems and processes and information supplied by our suppliers of products that contain or potentially contain, conflict minerals. Our supply chain is complex and some suppliers may be unwilling to share related confidential information regarding the source of their products or may provide us information that is inaccurate or inadequate. If those risks arise or if our processes in obtaining that information do not fulfill the SEC’s requirements, we may face both reputational challenges and SEC enforcement risks based on our inability to sufficiently verify the origins of the subject minerals and metals or otherwise. More recently, executive orders issued by the President of the U.S.United States have increased sanctions in this area as well, which may impact us in the scenarios described above. Moreover, we may encounter challenges to satisfy any related requirements of our customers, which may be different from or more onerous than the requirements of the related SEC rules and executive orders. If we


cannot satisfy these customers, they may choose a competitor’s products or may choose to disqualify us as a supplier and we may experience lower than expected revenues or have to write off inventory in the event that it becomes unsalable as a result of these regulations.

We are a holding company and rely on dividends, distributions and other payments, advances and transfers of funds from our subsidiaries to meet our obligations.

As a holding company, we derive substantially all of our cash flow from our subsidiaries. Because we conduct our operations through our subsidiaries, we depend on those entities for dividends and other payments or distributions to meet our operating needs. Legal and contractual restrictions in any existing and future

outstanding indebtedness we or our subsidiaries incur may limit our ability to obtain cash from our subsidiaries. The deterioration of the earnings from or other available assets of, our subsidiaries for any reason could limit or impair their ability to pay dividends or other distributions to us.

Variability in self-insurance liability estimates could adversely impact our results of operations.

We self-insure for employee health insurance and workers’ compensation insurance coverage up to a predetermined level, beyond which we maintain stop-loss insurance from a third-party insurer. Our aggregate exposure varies from year to year based upon the number of participants in our insurance plans. We estimate our self-insurance liabilities using an analysis provided by our claims administrator and our historical claims experience. Our accruals for insurance reserves reflect these estimates and other management judgments, which are subject to a high degree of variability. If the number or severity of claims for which we self-insure increases, it could cause a material and adverse change to our reserves for self-insurance liabilities, as well as to our earnings.

We may be subject to liabilities based on alleged links between the semiconductor manufacturing process and certain illnesses and birth defects.

In recent years, there has been increased media scrutiny and associated reports regarding a potential link between working in semiconductor manufacturing clean room environments and birth defects and certain illnesses, primarily cancer. Regulatory agencies and industry associations have begun to study the issue to determine if any actual correlation exists. Because we utilize clean rooms, we may become subject to liability claims alleging personal injury. In addition, these reports may also affect our ability to recruit and retain employees. A significant judgment against us or material defense costs could harm our reputation, business, financial condition and results of operations.

We rely on third parties to provide corporate infrastructure services necessary for the operation of our business. Any failure of one or more of our vendors to provide these services could have a material adverse effect on our business.

We rely on third-party vendors to provide critical corporate infrastructure services, including, among other things, certain services related to information technology and network development and monitoring. We depend on these vendors to ensure that our corporate infrastructure will consistently meet our business requirements. The ability of these third-party vendors to successfully provide reliable, high quality services is subject to technical and operational uncertainties that are beyond our control. While we may be entitled to damages if our vendors fail to perform under their agreements with us, our agreements with these vendors limit the amount of damages we may receive. In addition, we do not know whether we will be able to collect on any award of damages or that any such damages would be sufficient to cover the actual costs we would incur as a result of any vendor’s failure to perform under its agreement with us. Any failure of our corporate infrastructure could have a material adverse effect on our business, financial condition and results of operations. Upon expiration or termination of any of our agreements with third-party vendors, we may not be able to replace the services provided to us in a timely manner or on terms and conditions, including service levels and cost, that are favorable to us and a transition from one vendor to another vendor could subject us to operational delays and inefficiencies until the transition is complete.

Our business and operations could suffer in the event of a security breach, cybersecurity incident or disruption of our information technology systems.
We increasingly rely on sophisticated information technology systems throughout our company to keep financial records and customer data, process orders, manage inventory, coordinate shipments to customers, maintain confidential and proprietary information, assist in semiconductor engineering and other technical activities and operate other critical functions such as internet connectivity, network communications and email. Our information technology systems may be susceptible to damage, disruptions or shutdowns due to power outages, hardware failures, telecommunication failures, user errors, catastrophes or other cybersecurity incident.

unforeseen events. If we fail to maintain the integrity of our systems or data or if we experience a prolonged disruption in the information technology systems that involve our internal communications or our interactions with customers or suppliers, it could result in the loss of sales and customers and significant incremental costs, which could adversely and materially affect our business.

We may also be subject to security breaches caused by computer viruses, illegal break-ins or hacking, sabotage, or acts of vandalism by employees or third parties. Cyber attacks and attempts by others to gain unauthorized access to our information technology systems are becoming more frequent and sophisticated and may be successful. These attempts, which might be related to industrial or other espionage, include covertly introducing malware to our computers and networks and impersonating authorized users, among others. We seek to detect, contain and investigate all security incidents and to prevent their recurrence, but in some cases, we might be unaware of an incident or its magnitude and effects. The theft,

unauthorized use or publication of our intellectual property and/or confidential business information could harm our competitive position, reduce the value of our investment in research and development and other strategic initiatives or otherwise adversely affect our business and reputation. To the extent that any security breach impacts the operation of our products in the field or results in inappropriate disclosure of our customers’ confidential information, we may incur liability, reputational damage or impaired business relationships as a result, which could harm our business. While we expect to continually invest in additional resources and services to bolster the security of our information technology systems, no amount of investment will eliminate these risks entirely.



In addition, global privacy legislation, enforcement and policy activity are rapidly expanding and creating a complex data privacy compliance environment. A failure to comply with federal, state or international privacy related or data protection laws and regulations could result in proceedings against us by governmental entities or others.
We may be subject to liabilities based on alleged links between the semiconductor manufacturing process and certain illnesses and birth defects.
In recent years, there has been increased media scrutiny and associated reports regarding a potential link between working in semiconductor manufacturing clean room environments and birth defects and certain illnesses, primarily cancer. Regulatory agencies and industry associations have begun to study the issue to determine if any actual correlation exists. Because we utilize clean rooms, we may become subject to liability claims alleging personal injury. In addition, these reports may also affect our ability to recruit and retain employees. A significant judgment against us or material defense costs could harm our reputation, business, financial condition and results of operations.
Our ability to utilize our net operating loss carryforwards and certain other tax attributes may be limited.

Although we currently do not have reason to believe that any of our net operating loss carryforwards will expire unutilized, under Section 382 of the Internal Revenue Code of 1986, as amended, if a corporation undergoes an “ownership change,” the corporation’s ability to use its pre-change net operating loss carryforwards and other pre-change tax attributes to offset its post-change income may be significantly limited. An ownership change is generally defined as a greater than 50% change in equity ownership by value over a three year period. We may experience such an ownership change in the future as a result of shifts in our stock ownership, including upon the issuance of our common stock, the exercise of stock options or warrants or as a result of any conversion of our convertible notes into shares of our common stock, among other things. If we were to trigger an ownership change in the future, our ability to use any net operating loss carryforwards existing at that time could be limited, resulting in higher than anticipated taxes payable and lower than expected net income and earnings per share.

Our portfolio of marketable securities is significant and subject to market, interest and credit risk that may reduce its value.
We maintain a significant portfolio of marketable securities. Changes in the value of this portfolio could adversely affect our earnings. In particular, the value of our investments may decline due to increases or decreases in interest rates, downgrades of money market funds, commercial paper, U.S. Treasuries and corporate bonds included in our portfolio, instability in the global financial markets that reduces the liquidity of securities included in our portfolio and other factors. Each of these events may cause us to record charges to reduce the carrying value of our investment portfolio or sell investments for less than our acquisition cost.
Risks Relating to Ownership of our Common Stock

We may engage in future capital-raising transactions that dilute the ownership of our existing stockholders or cause us to incur debt.

We may issue additional equity, debt or convertible securities to raise capital in the future. If we do, existing stockholders may experience significant further dilution. In addition, new investors may demand rights, preferences or privileges that differ from or are senior to, those of our existing stockholders. Our incurrence of indebtedness could limit our operating flexibility and be detrimental to our results of operations.

The market price of our common stock may be volatile, which could result in substantial losses for investors.

We cannot predict the prices at which our common stock will trade. The market price of our common stock may fluctuate significantly, depending upon many factors, some of which may be beyond our control. In addition to the risks described in this Annual Report, other factors that may cause the market price of our common stock to fluctuate include:

changes in general economic, industry and market conditions;

domestic and international economic factors unrelated to our performance;

actual or anticipated fluctuations in our quarterly operating results;

changes in or failure to meet publicly disclosed expectations as to our future financial performance, as was the case in August 2012 when the trading price of our common stock declined approximately 21% on the day following our public announcement of lower than expected revenue, gross margin and business outlook figures;

performance;

changes in securities analysts’ estimates of our financial performance or lack of research and reports by industry analysts;

changes in market valuations or earnings of similar companies;

changes in investor perception of us and the industry in which we operate;

addition or loss of significant customers;

announcements by us or our competitors, customers or suppliers of significant products, contracts, acquisitions, strategic partnerships or other events;


developments or disputes concerning patents or proprietary rights, including any injunction issued or material sums paid for damage awards, settlement payments, license fees, attorney’s fees or other litigation expenses associated with intellectual property lawsuits we may initiate, or in which we may be named as defendants;


announcements by us or our competitors, customers or suppliers of significant products, contracts, acquisitions, strategic partnerships or other events;
developments or disputes concerning patents or proprietary rights, including any injunction issued or material sums paid for damage awards, settlement payments, license fees, attorney’s fees or other litigation expenses associated with intellectual property lawsuits we may initiate, or in which we may be named as defendants;
failure to complete significant sales or to win a competitive selection process;
developments concerning current or future strategic alliances or acquisitions;
any future sales of our common stock or other securities; and,
additions or departures of directors, executives or key personnel.

failure to complete significant sales or to win a competitive selection process;

developments concerning current or future strategic alliances or acquisitions;

any future sales of our common stock or other securities; and

additions or departures of directors, executives or key personnel.

Furthermore, the stock markets recently have experienced price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies. These fluctuations often have been unrelated or disproportionate to the operating performance of those companies. These broad market and industry fluctuations, as well as general economic, political, and market conditions such as recessions, interest rate changes or international currency fluctuations, may negatively impact the market price of our common stock. In the past, companies that have experienced volatility in the market price of their stock have been subject to securities class action litigation. We may be the target of this type of litigation in the future. Securities litigation against us could result in substantial costs and divert our management’s attention from other business concerns, which could seriously harm our business.

If securities or industry analysts do not publish research or reports about our business or publish negative reports about our business, our stock price and trading volume could decline.

The trading market for our common stock may depend on the research and reports that securities or industry analysts publish about us or our business. We do not have any control over these analysts. If one or more of the analysts who cover us downgrade our common stock or change their opinion of our common stock, our stock price would likely decline. If one or more of these analysts cease their coverage of us or fail to regularly publish reports on us, we could lose visibility in the financial markets, which could cause our stock price or trading volume to decline.

Our common stock price may decline if a substantial number of shares are sold in the market by our stockholders.

Future sales of substantial amounts of shares of our common stock by our existing stockholders in the public market, or the perception that these sales could occur, may cause the market price of our common stock to decline. Increased sales of our common stock in the market for any reason could exert significant downward pressure on our stock price. These sales also might make it more difficult for us to sell equity or equity-related securities in the future at a time and price we deem appropriate.

We are no longer a “controlled company” within the meaning of the rules of the NASDAQ Global Select Market (NASDAQ), and we are now subject to additional governance requirements under the NASDAQ rules.

Following our public common stock offering on February 5, 2015 (the Offering), John and Susan Ocampo and their affiliates no longer control more than 50% of our common stock and, consequently, we are no longer a “controlled company” within the meaning of the NASDAQ listing requirements. As a result, we are now subject to additional governance requirements under NASDAQ rules, including the requirements to have:

a majority of the board of directors consist of independent directors; and

certain compensation committee and nominating and governance committee requirements.

The NASDAQ rules provide for phase-in periods for these requirements, but we must be fully compliant with the new requirements within one year following the consummation of the Offering. Currently, we do not have a majority of independent directors. During the current transition period following our ceasing to be a “controlled company,” our stockholders may not have the same protections afforded to stockholders of companies that are subject to all of the NASDAQ corporate governance requirements, such as a majority of independent directors. If within the one-year phase-in period we are not able to recruit additional directors that qualify as independent, or otherwise comply with NASDAQ listing requirements, we may be subject to enforcement actions by NASDAQ. In addition, these changes in the board of directors and committee membership may result in a change in corporate strategy and operating philosophies, and may result in deviations from our current growth strategy.

Our management has identified a material weakness in our internal control over financial reporting. If we fail to maintain effective internal controlcontrols over financial reporting, we may not be able to accurately report our financial results, which could have a material adverse effect on our operations, investor confidence in our business and the trading prices of our securities.

We are required to maintain disclosure controls and procedures and internal controls over financial reporting that are effective for the purposes described in Item 9A. "Controls and Procedures" below.
As disclosed in “Item 9A—ControlsItem 9A.— "Controls and Procedures” below, in fiscal year 2015 our management identified a material weakness in our internal control over financial reporting related to our information technology general controls in the areas of user access and program change management for certain information technology systems that comprise part of our system of internal control over financial reporting and are relevant to the preparation of our consolidated financial statements. A material weakness is defined as a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. As a result of this material weakness, our Chief Executive Officer and Chief Financial Officer concluded that our internal control over financial reporting was not effective as ofduring the last day of the period covered by this Annual Report.

We are actively engaged in developingpreviously reported fiscal year ended October 2, 2015.

During fiscal year 2016, we developed and implemented a remediation plan designed to address this material weakness. IfAs of September 30, 2016, this material weakness in our internal controls over financial reporting related to our information technology general controls in the areas of user access and program change management for certain information technology systems had been remediated. However, if our remediation efforts are insufficient to addressinsufficiently addressed the identified material weakness or if additional material weaknesses in our internal controls are discovered in the future, they may adversely affect our ability to record, process, summarize and report financial information timely and accurately and, as a result, our financial statements may contain material misstatements or omissions, which could result in regulatory scrutiny, cause investors to lose confidence in our reported financial condition and otherwise have a material adverse effect on our business, financial condition, cash flow results of operations or the trading price of our stock.

Some of our stockholders can exert control over us and they may not make decisions that reflect our interests or those of other stockholders.



Our largest stockholders control a significant amount of our outstanding common stock. As of October 2, 2015,September 30, 2016, John and Susan Ocampo beneficially owned 43.1%40.5% of our common stock and certain investment funds affiliated with Summit Partners, L.P. owned 14.3%4.9% of our common stock on an as-converted basis. As a result, these stockholders will be able to exert a significant degree of influence over our management and affairs and control over matters requiring stockholder approval, including the election of our directors and approval of significant corporate transactions. In addition, this concentration of ownership may delay or prevent a change in control of us and might affect the market price of our securities. In addition, the interests of these stockholders may not always coincide with your interests or the interests of other stockholders.

Anti-takeover provisions in our charter documents and Delaware law could prevent or delay a change in control of our company that stockholders may consider beneficial and may adversely affect the price of our stock.

Provisions of our fourthfifth amended and restated certificate of incorporation and secondthird amended and restated bylaws may discourage, delay or prevent a merger, acquisition or change of control that a stockholder may consider favorable. These provisions could also discourage proxy contests and make it more difficult for stockholders to elect directors and take other corporate actions. The existence of these provisions could limit the price that investors might be willing to pay in the future for shares of our common stock. These provisions include authorizingauthorization of the issuance of “blank check” preferred stock, staggered elections of directors and

establishing advance notice requirements for nominations for election to the board of directors and for proposing matters to be submitted to a stockholder vote. Provisions of Delaware law may also discourage, delay or prevent someone from acquiring or merging with our company or obtaining control of our company. Specifically, Section 203 of the Delaware General Corporate Law may prohibit business combinations with stockholders owning 15% or more of our outstanding voting stock. Our Boardboard of Directorsdirectors could rely on Delaware law to prevent or delay an acquisition of us and this reliance could reduce our value.

We do not intend to pay dividends for the foreseeable future.

We do not intend to pay any cash dividends on our common stock in the foreseeable future. The payment of cash dividends is restricted under the terms of the agreements governing our indebtedness. In addition, because we are a holding company, our ability to pay cash dividends may be limited by restrictions on our ability to obtain sufficient funds through dividends from subsidiaries.subsidiaries, including restrictions under the terms of the agreements governing our indebtedness. We anticipate that we will retain all of our future earnings for use in the development of our business and for general corporate purposes. Any determination to pay dividends in the future will be at the discretion of our board of directors. Accordingly, investors must rely on sales of their common stock after price appreciation, which may never occur, as the only way to realize any future gains on their investments.

ITEM 1B. UNRESOLVED STAFF COMMENTS.

None.


ITEM 2. PROPERTIES.

For additional information regarding

In May 2016, we entered into the Purchase Agreement for the sale and subsequent leaseback of our 157,600 square foot semiconductor manufacturing and corporate headquarters facility and related property plant and equipment by geographic region for each of the last two fiscal years, see Notes to Consolidated Financial Statements in Item 8 below.

Our principal executive offices are located in Lowell, Massachusetts. In June 2015,Massachusetts, which we purchased our corporate headquarters and fabrication facilities includingexpect to close during the associated land, improvements, leases and leasehold property, for approximately $8.3 million. Prior to the purchase, we leased the 157,600 square foot facility from Cobham Properties, Inc., and concurrently with the closingfirst quarter of the purchase, the lease was terminated. Also, wefiscal year 2017.

We also maintain leased facilities for our design centers located in Massachusetts, California, North Carolina, New York, Rhode Island, Ireland, the United Kingdom, France, the Netherlands, Japan, Australia and AustraliaChina as well as for our administrative, assembly and test operations located in California, New Hampshire, and Taiwan, and our local sales offices in Oregon, Canada, Germany, Malaysia, China, Japan, India, and South Korea. We believe that our leased facilities are adequate for our present operations. TheIn addition to our corporate headquarters facility the following is a list of our main leased facilities and their primary functions.

Site

Major Activity

Square FootageLease Expiration

Lowell, Massachusetts

Administration, Research and

Development, Application Engineering

60,700December 2022

Site

Major Activity (1)
Square FootageLease Expiration
Lowell, MassachusettsA, R&D and AE60,700December 2022
Newport Beach, California

A, R&D and S&MAdministration, Research and Development, Sales and Marketing88,16064,910December 2019

Long Beach, California

Administration, AssemblyA, T&A, R&D and Test, Research and Development, Sales and MarketingS&M25,317January 2018December 2017

Ithaca, New York

A, P&F, R&D and T&AAdministration, Production and Fabrication, Test and Assembly20,60030,600December 2025
Cork, IrelandA, R&D, S&M, AE and RT21,422April 2026

Cork, Ireland

Sunnyvale, California
A, P&F, T&A and AE39,975September 2017
Londonderry, New HampshireA, P&F, T&A and AE43,000September 2017
Lawrence, MassachusettsA, T&A, AE and RT38,352January 2019
1) Major activities include Administration (A), Research and Development (R&D), Production and Fabrication (P&F), Sales and Marketing (S&M), Application Engineering (AE), Test and Assembly (T&A) and Reliability Testing21,634April 2017 (RT).



For additional information regarding property, plant and equipment by geographic region for each of the last two fiscal years, see Notes to Consolidated Financial Statements in Item 8. - "Financial Statements and Supplementary Data" below.

ITEM 3. LEGAL PROCEEDINGS.

From time to time we may be subject to commercial and employment disputes, claims by other companies in the industry that we have infringed their intellectual property rights and other similar claims and litigations. Any such claims may lead to future litigation and material damages and defense costs. Other than as set forth below, we were not involved in any pending legal proceedings as of the filing date of this Annual Report that we believe could have a material adverse effect on our business, operating results, financial condition or cash flows.

Patent SuitGaN Lawsuit Against LairdInfineon. On February 11, 2014,April 26, 2016, we and our wholly-owned subsidiary Nitronex brought a patent infringement suit against LairdInternational Rectifier Corporation (International Rectifier), Infineon Technologies Inc. (Laird)Americas Corporation (Infineon Americas), and Infineon Technologies AG (Infineon AG) (collectively, Infineon) in the Federal District Court for the Central District of Delaware,California, seeking injunctive relief, monetary damages, and specific performance of certain contractual obligations.  On July 19, 2016, we filed a permanent injunction.first amended complaint omitting International Rectifier as a defendant (since we had been advised that formal legal entity no longer exists) and adding a further claim of breach of contract based on some of Infineon’s GaN-on-Si product activities, among other changes.  The suit allegedarises out of agreements relating to GaN patents that Laird infringed onwere executed in 2010 by Nitronex (acquired by MACOM in 2014) and International Rectifier (acquired by Infineon AG in 2015).  We assert claims for breach of contract, breach of the covenant of good faith and fair dealing, declaratory judgment of contractual rights, and declaratory judgment of non-infringement of patents.  If successful, the relief sought in our United States Patent No. 6,272,349 (‘349 Patent), titled “Integrated Global Positioning System Receiver,” by making, using, selling, offeringfirst amended complaint would, among other remedies, require Infineon to sell or selling products incorporating an integrated global positioning receiverassign back to us certain GaN-related Nitronex patents that include structure(s) recited in the ‘349 Patent, including global positioning system moduleswere previously assigned to International Rectifier and enjoin Infineon from proceeding with its marketing and sales of certain types of GaN-on-Si products.  On August 9, 2016, we moved for Automotive industry customers. The court entered a preliminary injunction on our Third Claim for Relief, which seeks a declaration that the 2010 exclusive license from Infineon to MACOM is still in effect, and asking the Court to enjoin Infineon from acting inconsistently with that license.  On August 17, 2016, both Infineon entities moved to dismiss our claims asserted against Lairdthem on June 13, 2014. On April 15, 2015,various grounds.  In an order dated October 31, 2016, the parties reached a confidential settlement agreement, filed a stipulated permanent injunction with the court that is similarCourt:  (a) granted MACOM’s motion for preliminary injunction; (b) denied Infineon Americas’ motion to dismiss; and (c) granted in scope to the preliminary injunction,part and filed a stipulated dismissal of all claims. The permanent injunction and dismissal were entered on April 21, 2015 by the court.

Class Action Suit Against Mindspeed Technologies, Inc. On March 10, 2015, Philip Alvarez, a former employee of Mindspeed filed a putative class action lawsuit against Mindspeed in the Superior Court of California for the County of Orange. On April 24, 2015, Alvarez filed a First Amended Complaint adding our subsidiary M/A-COM Technology Solutions Inc. as a defendant. The lawsuit alleged, among other things, that Alvarez and certain other employees who designed and manufactured hardware systems for Mindspeed or M/A-COM Technology Solutions Inc. between March 10, 2011 and the present were misclassified as exempt employees under California law. The lawsuit seeks recovery of alleged unpaid overtime wages, meal and rest period premiums, penalties and attorneys’ fees. We dispute the allegations of the lawsuit. On June 15, 2015, Mindspeed removed the action to the United States District Court for the Central District of California. On July 15, 2015, Plaintiff filed a Motion to Remand, which Motion was denied in an Order dated September 9, 2015. The parties have reached an agreement for the dismissal of all class action allegations and claims in the action, as well as certain other claims against Mindspeed and M/A-COM Technology Solutions Inc. The parties have stipulatedpart Infineon AG’s motion to the filing of a Second Amended Complaint that effectuates this agreement, and are awaiting order by the Court on that stipulation. After the Second Amended Complaint is filed, the matter will proceed as an individual action by Alvarez seeking only his personal claims, as well as claims under the Private Attorneys’ General Act.dismiss.

With respect to the above and other legal proceedings, we have not been able to reasonably estimate the amount or range of any possible loss, and accordingly has not accrued or disclosed any related amounts of possible loss in the accompanying consolidated financial statements.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.





PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

Our common stock has been listed on the NASDAQ Global Select Market under the symbol “MTSI” since March 15, 2012. The following table sets forth for the periods indicated the high and low sale prices of our common stock on the NASDAQ Global Select Market. The number of stockholders of record of our common stock as of November 16, 201511, 2016 was approximately 14.

13. The number of stockholders of record does not include beneficial owners whose shares are held by nominees in street name.

The high and low sales prices of our common stock by quarter in fiscal yearyears 2016 and 2015 and fiscal year 2014 follows:

   High   Low 

Fiscal Year 2015:

    

First quarter

  $32.80    $18.23  

Second quarter

   39.52     27.64  

Third quarter

   42.81     29.85  

Fourth quarter

   36.51     25.82  
   High   Low 

Fiscal Year 2014:

    

First quarter

  $18.25    $13.20  

Second quarter

   21.70     15.43  

Third quarter

   23.44     15.76  

Fourth quarter

   25.70     19.04  

Fiscal Year 2016High Low
First quarter$43.19
 $27.34
Second quarter45.46
 32.96
Third quarter44.97
 29.56
Fourth quarter44.10
 30.58
    
Fiscal Year 2015High Low
First quarter$32.80
 $18.23
Second quarter39.52
 27.64
Third quarter42.81
 29.85
Fourth quarter36.51
 25.82
We have not paid cash dividends on our common stock and we do not anticipate paying cash dividends in the foreseeable future. Our credit facility also contains restrictions on our ability to pay cash dividends, subject to certain exceptions.

Stock Price Performance Graph

The following graph shows a comparison from March 15, 2012 (the date our common stock commenced trading on NASDAQ) through October 2, 2015September 30, 2016 of the total cumulative return of our common stock with the total cumulative return of the NASDAQ Composite Index and the PHLX Semiconductor Index. The amounts represented below assume an investment of $100 in our common stock at the closing price of $20.55 on March 15, 2012 and in the NASDAQ Composite Index and the PHLX Semiconductor Index on the closest month end date of February 29, 2012, and assume reinvestment of dividends. The comparisons in the graph are historical and are not intended to forecast or be indicative of possible future performance of our common stock.

   March 15,
2012
   September 28,
2012
   September 27,
2013
   October 3,
2014
   October 2,
2015
 

M/A-COM Technology Solutions Holdings, Inc.

  $100.00    $61.80    $83.75    $106.28    $140.00  

NASDAQ Composite Index

  $100.00    $102.61    $126.30    $151.94    $161.04  

PHLX Semiconductor Index

  $100.00    $88.74    $116.04    $153.64    $149.08  



 March 15, 2012 September 28, 2012 September 27, 2013 October 3, 2014 October 2, 2015 September 30, 2016
            
MACOM Technology Solutions Holdings, Inc.$100.00 $61.80 $83.75 $106.28 $140.00 $206.03
NASDAQ Composite Index$100.00 $102.61 $126.30 $151.94 $161.04 $183.96
PHLX Semiconductor Index$100.00 $88.74 $116.04 $153.64 $149.08 $208.86
Issuer Purchases of Equity Securities

Period

  Total Number
of Shares (or Units)

Purchased (1)
   Average
Price
Paid per
Share
(or Unit)
   Total Number
of  Shares

(or Units)
Purchased as Part of
Publicly Announced
Plans or Programs
   Maximum Number
(or Approximate
Dollar Value) of
Shares (or  Units)
that May Yet Be
Purchased Under
the Plans or
Programs
 

July 4, 2015 — July 31, 2015

   512    $32.39     —       —    

August 1, 2015 — August 28, 2015

   1,577     32.60     —       —    

August 29, 2015 — October 2, 2015

   219     30.06     —       —    
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

   2,308    $32.31     —       —    
  

 

 

   

 

 

   

 

 

   

 

 

 

Period 
Total Number of Shares  (or Units)
 Purchased (1)
 
Average
 Price
 Paid per
 Share
 (or Unit)
 Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs Maximum Number (or Approximate Dollar Value) of Shares (or  Units) that May Yet Be Purchased Under the Plans or Programs
July 2, 2016—July 29, 2016 123
 $39.51
  
July 30, 2016—August 26, 2016 385
 40.35
  
August 27, 2016—September 30, 2016 218
 42.46
  
Total 726
 $40.84
  
(1)In 2011, our Board of Directors approved “withhold to cover” as a tax payment method for vesting of restricted stock awards for our employees. Pursuant to an election for “withhold to cover” made by our employees in connection with the vesting of such awards, all of which were outside of a publicly-announced repurchase plan, we withheld from such employees the shares noted in the table above to cover tax withholding related to the vesting of their awards. The average prices listed in the above table are averages of the fair market prices at which we valued shares withheld for purposes of calculating the number of shares to be withheld.


ITEM 6. SELECTED FINANCIAL DATA.


You should read the following selected financial data in conjunction with our consolidated financial statements and related notes, as well as “Item 1—"Item 1 - Risk Factors” and “Item 7—Management’s"Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations” appearing elsewhere in this Annual Report.

In December 2015, we acquired Metelics, a diode supplier. We acquired Metelics to expand our diode business. The operations of Metelics are included in our consolidated financial statements from the date of acquisition.
In December 2015, we completed the acquisition of FiBest, a Japan-based merchant market component supplier of optical sub-assemblies. We acquired FiBest to expand our position in optical networking components. The operations of FiBest are included in our consolidated financial statements from the date of acquisition.


In August 2015, we divested ourthe Automotive business to Autoliv based on our belief that the business was not consistent with our long-term strategic vision from either a growth or profitability perspective. We believe divesting our Automotive business will enable us to realize our potential as a high-performance analog company and will allow us to focus on growing our retained core businesses. Certain amounts contained within our Consolidated Financial Statements have been reclassified to reflect adjustments related to the discontinued operations of our Automotive business. Refer to Note 19, to the Consolidated Financial Statements for additional information.

On

In December 15, 2014, we completed the acquisition of BinOptics, a supplier of high-performance photonic semiconductor products. The operations of BinOptics are included in our consolidated financial statements from the date of acquisition.

On

In December 18, 2013, we completed the acquisition of Mindspeed, a supplier of high performance analog products previously headquartered in Southern California.products. The operations of Mindspeed have been included in our consolidated financial statements since the date of acquisition.

Subsequent to closing the Mindspeed Acquisition, in February 2014, we divested the wireless business of Mindspeed. The operations of the wireless business are included in discontinued operations.

On

In May 9, 2014, we completed the sale of theMindspeed's CPE communication processor product line of Mindspeed for $12.0 million and an additional $2.0 million based upon the achievement of certain revenue-related milestones through December 31, 2014. During the quarter ended April 3, 2015, these milestones were achieved and we recorded income related to this contingent consideration of $2.0 million.

We acquired Nitronex onin February 13, 2014. Because we and Nitronex were under common control since June 25, 2012, we present combined financial statements in a manner similar to a pooling-of-interests for all periods since June 25, 2012, the earliest date of common control. Accordingly, our historical financial statements have been retroactively combined as if Nitronex was acquired on June 25, 2012. All periods from June 25, 2012, have been combined using historical amounts of each entity.

We derived (i) the statements of operations data for the fiscal years 2016, 2015 2014, and 2013,2014, and (ii) the balance sheet data as of September 30, 2016 and October 2, 2015, and October 3, 2014, from our audited consolidated financial statements, which appear elsewhere in this Annual Report. We derived the statements of operations data for the fiscal years 20122013 and 20112012 and balance sheet data as of September 28, 2012,27, 2013 and September 30, 201128, 2012 from our audited consolidated financial statements, adjusted for discontinued operations, which do not appear elsewhere in this Annual Report. We adopted a 52-or 53-week fiscal year ending on the Friday closest to September 30.

The historical results presented below are not necessarily indicative of financial results to be achieved in future periods.



 Fiscal Years
 2016 2015 2014 2013 2012
 (in thousands, except per share data)
Statements of Operations Data (1):
         
Revenue$544,338
 $420,609
 $339,189
 $242,703
 $255,544
Cost of revenue262,729
 217,019
 198,249
 133,505
 134,826
Gross profit281,609
 203,590
 140,940
 109,198
 120,718
Operating expenses:         
Research and development107,698
 82,188
 71,351
 42,505
 34,903
Selling, general and administrative145,433
 110,030
 82,593
 57,930
 41,235
          Impairment charges11,765
 
 
 
 
Restructuring charges3,465
 1,280
 14,823
 1,060
 1,862
Total operating expenses268,361
 193,498
 168,767
 101,495
 78,000
Income (loss) from operations13,248
 10,092
 (27,827) 7,703
 42,718
Other income (expense):         
Warrant liability (expense) gain (2)(16,431) (6,020) (3,928) (4,312) 3,175
Class B conversion liability expense (2)
 
 
 
 (44,119)
Interest (expense), net(18,427) (18,376) (12,362) (817) (695)
 Other income (expense), net39
 (1,096) 3,217
 372
 185
Other (expense), net(34,819) (25,492) (13,073) (4,757) (41,454)
(Loss) income before income taxes(21,571) (15,400) (40,900) 2,946
 1,264
Income tax (benefit) provision(17,983) (9,858) (16,086) 283
 11,830
(Loss) income from continuing operations(3,588) (5,542) (24,814) 2,663
 (10,566)
Income from discontinued operations5,022
 54,131
 9,491
 15,533
 6,902
Net income (loss)1,434
 48,589
 (15,323) 18,196
 (3,664)
Accretion value of redeemable preferred stock
 
 
 
 (2,616)
Net income (loss) attributable to common stockholders$1,434
 $48,589
 $(15,323) $18,196
 $(6,280)
Basic income (loss) per common share:         
(Loss) income from continuing operations$(0.07) $(0.11) $(0.53) $0.06
 $(0.53)
Income from discontinued operations0.09
 1.06
 0.20
 0.34
 0.28
Net income (loss) - basic$0.03
 $0.95
 $(0.33) $0.40
 $(0.25)
Diluted income (loss) per common share:         
(Loss) income from continuing operations$(0.07) $(0.11) $(0.53) $0.06
 $(0.53)
Income from discontinued operations0.09
 1.06
 0.20
 $0.33
 $0.28
Net income (loss) - diluted$0.03
 $0.95
 $(0.33) $0.39
 $(0.25)
Shares used to compute net income (loss) per common share:         
Basic53,364
 51,146
 47,009
 45,916
 24,758
Diluted53,364
 51,146
 47,009
 47,137
 24,758

 As of
 September 30,
2016
 October 2,
2015
 October 3,
2014
 September 27,
2013
 September 28,
2012
Consolidated Balance Sheet Data (in thousands):
         
Cash and cash equivalents$332,977
 $122,312
 $173,895
 $110,488
 $84,600
Working capital520,794
 312,743
 287,703
 194,289
 157,451
Total assets1,188,551
 860,834
 675,852
 316,635
 268,217
Long-term debt, less current portion576,345
 335,087
 336,796
 
 
Stockholders’ equity$462,784
 $424,533
 $228,567
 $247,141
 $199,458

   Fiscal Years 
   2015  2014  2013  2012  2011 
   (in thousands, except per share data) 

Statements of Operations Data (1):

      

Revenue

  $420,609   $339,189   $242,703   $255,544   $274,208  

Cost of revenue

   217,019    198,249    133,505    134,826    151,609  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Gross profit

   203,590    140,940    109,198    120,718    122,599  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Operating expenses:

      

Research and development

   82,188    71,351    42,505    34,903    34,974  

Selling, general and administrative

   110,030    82,593    57,930    41,235    47,556  

Restructuring charges

   1,280    14,823    1,060    1,862    1,499  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total operating expenses

   193,498    168,767    101,495    78,000    84,029  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Income (loss) from operations

   10,092    (27,827  7,703    42,718    38,570  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Other income (expense):

      

Warrant liability (expense) gain (2)

   (6,020  (3,928  (4,312  3,175    (5,080

Class B conversion liability expense (2)

   —      —      —      (44,119  (39,737

Interest (expense) income

   (18,376  (12,362  (817  (695  (1,561

Other (expense) income, net

   (1,096  3,217    372    185    —    
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Other (expense) income, net

   (25,492  (13,073  (4,757  (41,454  (46,378
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

(Loss) income before income taxes

   (15,400  (40,900  2,946    1,264    (7,808

Income tax (benefit) provision

   (9,858  (16,086  283    11,830    (1,433
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

(Loss) income from continuing operations

   (5,542  (24,814  2,663    (10,566  (6,375
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Income from discontinued operations

   54,131    9,491    15,533    6,902    5,359  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net income (loss)

   48,589    (15,323  18,196    (3,664  (1,016

Less: net income attributable to noncontrolling interest in a subsidiary

   —      —      —      —      195  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net income (loss) attributable to controlling interest

   48,589    (15,323  18,196    (3,664  (1,211

Accretion value of redeemable preferred stock (3)

   —      —      —      (2,616  (80,452
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net income (loss) attributable to common stockholders

  $48,589   $(15,323 $18,196   $(6,280 $(81,663
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Basic income (loss) per common share:

      

(Loss) income from continuing operations

  $(0.11 $(0.53 $0.06   $(0.53 $(57.69

Income from discontinued operations

   1.06    0.20    0.34    0.28    3.56  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net income (loss) — basic

  $0.95   $(0.33 $0.40   $(0.25 $(54.13
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Diluted income (loss) per common share:

      

(Loss) income from continuing operations

  $(0.11 $(0.53 $0.06   $(0.53 $(57.69

Income from discontinued operations

   1.06    0.20    0.33   $0.28   $3.56  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net income (loss) — diluted

  $0.95   $(0.33 $0.39   $(0.25 $(54.13
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Shares used to compute net income (loss) per common share:

      

Basic

   51,146    47,009    45,916    24,758    1,505  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Diluted

   51,146    47,009    47,137    24,758    1,505  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

  As of 
  October 2,
2015
  October 3,
2014
  September 27,
2013
  September 28,
2012
  September 30,
2011
 

Consolidated Balance Sheet Data (in thousands):

     

Cash and cash equivalents

 $122,312   $173,895   $110,488   $84,600   $45,668  

Working capital

  312,743    287,703    194,289    157,451    89,426  

Total assets

  866,251    682,234    316,635    268,217    211,268  

Long-term debt, less current portion

  340,504    343,178    —      —      —    

Class B conversion liability

  —      —      —      —      81,378  

Convertible and redeemable preferred stock

  —      —      —      —      182,018  

Stockholders’ equity (deficit)

 $424,533   $228,567   $247,141   $199,458   $(144,837

Dividends of $0.63 per share, $0.81 per share and $2.44 per share were paid to the record holders as of January 4, 2011 of our Series A-1 convertible preferred stock, Series A-2 convertible preferred stock and common stock, respectively, aggregating $80 million.

(1)See Results of Operations in Item 78 and Consolidated Statements of Operations and our Notes to Consolidated Financial Statements for additional information for fiscal years 2016, 2015 2014 and 2013.2014.

(2)Represents changes in the fair value of certain features of our warrant and Class B convertible preferred stock that were recorded as liabilities and adjusted each reporting period to fair value. The convertible preferred stock liability was settled in connection with our initial public offering (IPO) in March 2012.

(3)In fiscal year 2011, includes $76.2 million of dividends declared and paid in January 2011 to holders of our Series A-1 and A-2 convertible preferred stock.



ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION.


The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes that appear elsewhere in this Annual Report. In addition to historical information, the following discussion contains forward-looking statements that are subject to risks and uncertainties. Actual results may differ substantially and adversely from those referred to herein due to a number of factors, including but not limited to those described below and in Item 1A “Risk Factors” and elsewhere in this Annual Report.


OVERVIEW
OVERVIEW

See Item 1 - Business for additional information.

We are a leading provider of high-performance analog semiconductor solutions that enable next-generation internet applications, the cloud connected apps economy and the modern, networked battlefield across the radio frequency (RF), microwave, millimeterwave and photonic spectrum. We design and manufacture differentiated, high-value products for customers who demand high performance, quality and reliability. We offer a broad portfolio of over 3,5004,500 standard and custom devices, which include integrated circuits (IC), multi-chip modules, power pallets and transistors, diodes, amplifiers, switches and switch limiters, passive and active components and complete subsystems, across approximately 40 product lines serving over 6,0006,500 end customers in three primary markets. Our semiconductor products are electronic components that our customers incorporate into their larger electronic systems, such as, point-to-point wireless backhaul radios, high density networks, active antenna arrays, radar, magnetic resonance imaging systems (MRI) and unmanned aerial vehicles (UAVs). Our primary markets are: Networks, which includes carrier and enterprise infrastructure, wired broadband and cellular backhaul, cellular infrastructure, photonic solutions, data centers and fiber optic applications; Aerospace and Defense (A&D), which includes military and commercial radar, RF jammers, electronic countermeasures, and communication data links; and, Multi-market, which includes industrial, medical, test and measurement and scientific applications.

Basis of Presentation

We have one reportable operating segment, semiconductors and modules.segment. All intercompany balances have been eliminated in consolidation. Certain prior period financial statement amounts, including the Automotive business discontinued operationsdebt issuance costs, have been adjusted to conform to currently reported presentations.

We have a 52 or 53-week fiscal year ending on the Friday closest to the last day of September. The fiscal year 2015 includes2016 included 52 weeks, fiscal year 20142015 included 5352 weeks and fiscal year 20132014 included 5253 weeks. To offset the effect of holidays, for fiscal years in which there are 53 weeks, we include the extra week arising in our fiscal years in the first quarter.

Description of Our Revenue
Revenue.

Revenue. Substantially all of our revenue is derived from sales of high-performance analog semiconductor solutions for use in wireless and wireline applications across the RF, microwave, millimeterwave and photonic spectrum and in high speed communications. We design, integrate, manufacture and package differentiated product solutions that we sell to customers through our direct sales organization, our network of independent sales representatives and our distributors.

We believe the primary drivers of our future revenue growth will include:

engaging early with our lead customers to develop custom and standard products and solutions that can be driven across multiple growth markets;

leveraging our core strength and leadership position in standard, catalog products that service all of our end applications;

increasing content of our semiconductor solutions in our customers’ systems through cross-selling of our more than 40 product lines;

introducing new products through internal development and acquisitions with market reception that command higher prices based on the application of advanced technologies such as GaN, added features, higher levels of integration and improved performance; and

continued growth in the marketdemand for high-performance analog and optical semiconductors generally, and in our three primary markets in particular.

Our core strategy is to develop innovative,and innovate high-performance products that address our customers’ most difficult technical challenges in our primary markets: Networks, A&D and Multi-market. While sales in any or all of our primary markets may slow or decline from period to period, over the long-term we generally expect to benefit from strength in these markets.

We expect our revenue in the Networks market to be primarily driven by continued upgrades and expansion of communications equipment to support expansion in the Internet of Things (IoT), the proliferation of mobile computing devices such as smartphones and tablets, increasing adoption of bandwidth rich services such as video on demand and cloud computing, the rapid adoption of cloud-based services and the migration to an application centric architecture, which we expect will drive faster adoption of higher speed, low latency optical and wireless links.



We expect our revenue in the A&D market to be driven by the upgrading of radar systems and modern battlefield communications equipment and networks designed to improve situational awareness. Growth in this market is subject to changes in governmental programs and budget funding, which is difficult to predict.

We expect revenue in multi-marketMulti-market to be driven by diverse demand for our multi-purpose catalog products.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Our discussion and analysis of our financial condition and results of operations are based on our consolidated financial statements. The preparation of financial statements, in conformity with generally accepted accounting principles in the U.S. (GAAP), requires management to make estimates and judgments that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. By their nature, these estimates and judgments are subject to an inherent degree of uncertainty and could be material if our actual or expected experience were to change unexpectedly. On an ongoing basis, we re-evaluate our estimates and judgments.

We base our estimates and judgments on our historical experience and on other assumptions that we believe are reasonable under the circumstances, the results of which form the basis for making the judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates and material effects on our operating results and financial position may result. The accounting policies which our management believes involve the most significant application of judgment or involve complex estimation, are inventories and associated reserves; goodwill and intangibles asset valuations and associated impairment assessments; revenue reserves; contingent consideration valuations;valuations and share-based compensation valuationsvaluations.
When we evaluate inventory for excess quantities and income taxesobsolescence we utilize historical product usage experience and deferred income tax accounting. expected demand for establishing our reserve estimates. Our actual product usage may vary from the historical experience and estimating demand is inherently difficult, particularly given the cyclical nature of the semiconductor industry, both of these factors may result in us recording excess and obsolete inventory amounts that do not match the required amounts.
Significant management judgment is required in our valuation of goodwill and intangible assets and when assessing for potential impairment, many of which are based the creation of forecasts of future operating results that are used in the valuation, including (i) estimation of future cash flows, (ii) estimation of the long-term rate of growth for our business, (iii) estimation of the useful life over which cash flows will occur, (iv) terminal values, if applicable, and (v) the determination of our weighted average cost of capital, which helps determine the discount rate. It is possible that these forecasts may change and our performance projections included in our forecasts of future results prove to be inaccurate. If our actual results, or the forecasts and estimates used in future impairment analysis, are lower than the original estimates used to assess the recoverability of these assets, we could incur additional impairment charges. The value of our goodwill and purchased intangible assets could also be impacted by future adverse changes such as: (i) as: (i) a decline in the valuation of technology company stocks, including the valuation of our common stock, (ii) a significant slowdown in the worldwide economy or the semiconductor industry, or (iii) the abandonment of any of our acquired in-process research and development, or IPR&D, projects.
We establish revenue reserves, primarily for distributor price adjustments, which requires the use of judgment and estimates that impact the amount and timing of revenue recognition. We record reductions of revenue for such distributor pricing adjustments in the same period that the related revenue is recorded based on estimates of historical pricing adjustments granted to distributors. The actual pricing adjustments granted to distributors may significantly exceed or be less than the historical estimates resulting in adjustments to revenue in the incorrect period.
We estimate the fair value of contingent consideration by discounting the associated expected cash flows, using a probability-weighted, discounted cash flow model. The estimate of the fair value of contingent consideration requires subjective assumptions to be made regarding future operating results, discount rates and probabilities assigned to various potential operating result scenarios. These subjective assumptions and probabilities may be materially different from actual outcomes requiring us to make significant adjustments to such contingent consideration amounts.
We account for share-based compensation arrangements using the fair value method as described in Note 2 - Summary of Significant Accounting Policies to our Consolidated Financial Statements. There are a significant number of estimates and assumptions required for the initial valuation of certain transactions as well as for the ongoing valuation of certain share-based compensation items. These estimates may vary significantly and the assumptions may not be accurate resulting us to make adjustments to historically recorded balances. Historically, we have not experienced material differences in our estimates and actual results.
For additional information related to these and other accounting policies refer to Note 2—2 - Summary of Significant Accounting Policies to our Consolidated Financial Statements included in this Annual Report which is incorporated by reference herein.

During the first quarter of 2015 we re-evaluated certain revenue recognition estimates and judgments associated with certain sales to distributors. We generally do not provide customers other than distributors the right to return product, with the exception of warranty related matters. Accordingly, we do not typically maintain

a reserve for customers. Shipping and handling fees billed to customers are recorded as revenue while the related costs are classified as a component cost of revenue. We provide warranties for certain products and accrue the costs of warranty claims in the period the related revenue is recorded.

Prior to fiscal 2015, we had concluded that we had insufficient information as well as limited experience in estimating the effect of the right of distributors to return product and price protection and, accordingly, used the sell through approach of revenue recognition. Under this approach, we would recognize revenue from sales after the distributor resold the product to its end customer (the sell through basis). After concluding an extensive three year study of distributor related transactions, we completed an evaluation of our revenue recognition policy and concluded that it was more appropriate to recognize revenue to distributors at the time of shipment to the distributor (sell-in basis). We believe we now have sufficient data to predict future price adjustments from distributors and has a basis of being able to reasonably estimate these future price adjustments.

On a consolidated basis, revenue from distribution customers impacted by the change in estimate accounts for approximately 20-25% of total consolidated revenue. Certain agreements with distribution customers provide for rights of return and compensation credits until such time as our products are sold by the distributors to their end customers. We have agreements with some distribution customers for various programs, including compensation, volume-based pricing, obsolete inventory, new products and stock rotation. Sales to these distribution customers, as well as the existence of compensation programs, are in accordance with terms set forth in written agreements with these distribution customers. In general, credits allowed under these programs are capped based upon individual distributor agreements. We record charges associated with these programs as a reduction of revenue at the time of sale with a corresponding adjustment to accounts receivable based upon historical activity. Our policy is to use a 12 month rolling historical experience rate and an estimated general reserve percentage in order to estimate the necessary allowance to be recorded.

During the first fiscal quarter of 2015, we recorded corresponding adjustments related to this change in estimate to recognize previously deferred revenues. The net effect was an increase of $15.1 million, of which $12.4 million was from previously deferred revenue and $2.7 million was related to the change in distributor inventories. Additionally, we recognized the related deferred inventory costs of $4.7 million which resulted in a reduction to net loss of $8.5 million, or a reduction of $0.18 net loss per share when the change in estimate was recorded. The full year impact of this change in estimate resulted in additional revenue of $17.4 million and a net income of $7.7 million, or $0.15 earnings per share.

We also established a new reserve of $5.6 million during the first quarter of fiscal year 2015 which was increased to $6.0 million for the fiscal year ended October 2, 2015 related to future rebates and returns under various programs associated with our distributor agreements. The amount of this reserve is largely driven by the individual distribution agreements and our business strategy whereby we will invoice the distributor at “list price”. We expect to issue compensation credits consistent with the distributor agreements. The difference between the list price and distributor selling price will vary by product grouping consistent with historical trends and marketing strategies. Historically, 90 percent of the credits issued to distributors are based on “list price” credits and 10 percent of the credits were for product returns and stock rotation rights, based upon the 12 month rolling historical experience rate.

The table below shows the changes in gross and net distributor revenue and reserve balances associated with the change in estimate for the fiscal year ended October 2, 2015 (in thousands):

   Three Months Ended  Fiscal  Year
2015
 
   January 2,
2015
   April 3,
2015
   July 3,
2015
  October 2,
2015
  

Gross revenue effect of one-time change in estimate (1)

  $17,028    $—      $—     $—     $17,028  

Gross revenue effect associated with change in estimate (2)

   3,636     4,687     (1,687  (351  6,285  

Total gross revenue resulting from change in estimate

   20,664     4,687     (1,687  (351  23,313  
  

 

 

   

 

 

   

 

 

  

 

 

  

 

 

 

Net revenue effect of one-time change in estimate (3)

   12,457     —       —       12,457  

Net revenue effect associated with change in estimate (4)

   2,643     3,686     (1,296  (134  4,899  

Total net revenue resulting from change in estimate

   15,100     3,686     (1,296  (134  17,356  
  

 

 

   

 

 

   

 

 

  

 

 

  

 

 

 

Reserve for future returns and credits (5)

  $5,564    $1,001    $(391 $(217 $5,957  
  

 

 

   

 

 

   

 

 

  

 

 

  

 

 

 

(1)This amount was recorded as deferred revenue as of October 3, 2014.

(2)This amount represents the impact of the change in estimate associated with increases in distributor inventories as compared to the prior reporting period.

(3)This amount represents the net revenue impact of the one-time change in estimate after applying the associated reserve for future credits and returns.

(4)This amount represents the impact of the change in estimate associated with increases in distributor inventories as compared to the prior reporting period after applying the associated reserve for future credits and returns.

(5)This amount reflects the change in the revenue reserve for future returns and credits.



RESULTS OF OPERATIONS

As discussed in Note 19—20 - Discontinued Operations, to our Consolidated Financial Statements included in this Annual Report, we have adjusted certain amounts associated with these businesses in our results of operations, cash flows and assets and liabilities as discontinued operations for all periods presented.

The following table sets forth, for the periods indicated, our statement of operations data (in thousands):

   Fiscal Years 
   2015   2014   2013 

Revenue

  $420,609     339,189     242,703  

Cost of revenue (1) (4) (5)

   217,019     198,249     133,505  
  

 

 

   

 

 

   

 

 

 

Gross profit

   203,590     140,940     109,198  
  

 

 

   

 

 

   

 

 

 

Operating expenses:

      

Research and development (1) (5)

   82,188     71,351     42,505  

Selling, general and administrative (1) (3) (5)

   110,030     82,593     57,930  

Restructuring charges

   1,280     14,823     1,060  
  

 

 

   

 

 

   

 

 

 

Total operating expenses

   193,498     168,767     101,495  
  

 

 

   

 

 

   

 

 

 

Income (loss) from operations

   10,092     (27,827   7,703  
  

 

 

   

 

 

   

 

 

 

Other (expense) income:

      

Warrant liability expense (2)

   (6,020   (3,928   (4,312

Interest expense (1)

   (18,376   (12,362   (817

Other (expense) income, net

   (1,096   3,217     372  
  

 

 

   

 

 

   

 

 

 

Other (expense) income, net

   (25,492   (13,073   (4,757
  

 

 

   

 

 

   

 

 

 

(Loss) income before income taxes

   (15,400   (40,900   2,946  

Income tax (benefit) provision

   (9,858   (16,086   283  
  

 

 

   

 

 

   

 

 

 

(Loss) income from continuing operations

   (5,542   (24,814   2,663  
  

 

 

   

 

 

   

 

 

 

Income from discontinued operations (6)

   54,131     9,491     15,533  
  

 

 

   

 

 

   

 

 

 

Net income (loss)

  $48,589    $(15,323  $18,196  
  

 

 

   

 

 

   

 

 

 

 Fiscal Years
 2016 2015 2014
      
Revenue$544,338
 $420,609
 $339,189
Cost of revenue (1) (4) (5)
262,729
 217,019
 198,249
Gross profit281,609
 203,590
 140,940
Operating expenses:     
  Research and development (1) (5)
107,698
 82,188
 71,351
  Selling, general and administrative (1) (3) (5)
145,433
 110,030
 82,593
  Impairment charges (7)
11,765
 
 
  Restructuring charges3,465
 1,280
 14,823
           Total operating expenses268,361
 193,498
 168,767
Income (loss) from operations13,248
 10,092
 (27,827)
Other (expense) income:     
  Warrant liability expense (2)
(16,431) (6,020) (3,928)
  Interest expense(18,427) (18,376) (12,362)
 Other income (expense), net39
 (1,096) 3,217
           Other (expense), net(34,819) (25,492) (13,073)
(Loss) income before income taxes(21,571) (15,400) (40,900)
Income benefit provision(17,983) (9,858) (16,086)
(Loss) income from continuing operations(3,588) (5,542) (24,814)
Income from discontinued operations (6)
5,022
 54,131
 9,491
Net (loss) income$1,434
 $48,589
 $(15,323)
(1)Includes (a) Amortization expense related to intangible assets arising from acquisitions and (b) Non-CashShare-based compensation expense and (c) deferred financing cost amortization included in our consolidated statements of operations is set forth below (in thousands):

   Fiscal Years 
   2015   2014   2013 

(a) Intangible amortization expense:

      

Cost of revenue

  $27,285    $18,274    $2,986  

Selling, general and administrative

   11,695     1,779     1,335  

(b) Non-cash compensation expense: (i)

      

Cost of revenue

   1,949     1,771     1,039  

Research and development

   5,447     2,818     1,688  

Selling, general and administrative

   12,039     6,688     3,369  

(c) Deferred financing cost amortization — interest expense

   1,652     3,021     321  

  Fiscal Years
 2016   2015   2014
(a) Intangible amortization expense:       
 Cost of revenue$26,615
 $27,285
 $18,787
 Selling, general and administrative23,640
 11,695
 1,806
(b) Share-based compensation expense:         
 Cost of revenue2,150
 1,949
 1,771
 Research and development6,568
 5,447
 2,818
 Selling, general and administrative18,236
 12,039
 6,688
(i)Includes share-based compensation expense and incentive and retention compensation amounts payable to certain of our employees in connection with the sale of acquired business to us.

(2)Represents changes in the fair value of common stock warrants recorded as liabilities and adjusted each reporting period to fair value.

(3)Includes litigation costs of $2.2 million, $0.9 million $1.6 million and $2.6$1.6 million incurred in fiscal years 2016, 2015 2014 and 2013,2014, respectively.

(4)
In fiscal year 2016, 2015 and 2014, includes approximately $2.1 million, $5.5 million and $18.1 million, respectively, of costs for step-up in valuation of acquired business inventories to fair value.

(5)In fiscal year 2014, cost of revenue, research and development and selling, general and administrative includes approximately $1.4 million, $4.5 million and $13.9 million, respectively, of costs related to the acquisition and integration of Mindspeed.

(6)See Note 19—Discontinued Operations20 to the Consolidated Financial Statements for additional information.

(7)We recorded impairment charges of $11.8 million during fiscal year 2016 as we made a strategic decision to exit the product line and end programs associated with our GaN-on Silicon Carbide license and technology transfer.

The following table sets forth, for the periods indicated, our statement of operations data expressed as a percentage of our revenue:

   Fiscal Years 
   2015  2014  2013 

Revenue

   100.0  100.0  100.0

Cost of revenue

   51.6    58.4    55.0  
  

 

 

  

 

 

  

 

 

 

Gross profit

   48.4    41.6    45.0  
  

 

 

  

 

 

  

 

 

 

Operating expenses:

    

Research and development

   19.5    21.0    17.5  

Selling, general and administrative

   26.2    24.4    23.9  

Restructuring charges

   0.3    4.4    0.4  
  

 

 

  

 

 

  

 

 

 

Total operating expenses

   46.0    49.8    41.8  
  

 

 

  

 

 

  

 

 

 

Income (loss) from operations

   2.4    (8.2  3.2  
  

 

 

  

 

 

  

 

 

 

Other (expense) income:

    

Warrant liability expense

   (1.4  (1.2  (1.8

Interest expense

   (4.4  (3.6  (0.3

Other (expense) income, net

   (0.3  0.9    0.2  
  

 

 

  

 

 

  

 

 

 

Other (expense) income, net

   (6.1  (3.9  (2.0
  

 

 

  

 

 

  

 

 

 

(Loss) income (loss) before income taxes

   (3.7  (12.1  1.2  

Income tax (benefit) provision

   (2.3  (4.7  0.1  
  

 

 

  

 

 

  

 

 

 

(Loss) income from continuing operations

   (1.3  (7.3  1.1  

Income from discontinued operations

   12.9    2.8    6.4  
  

 

 

  

 

 

  

 

 

 

Net income (loss)

   11.6  (4.5)%   7.5
  

 

 

  

 

 

  

 

 

 



 Fiscal Years
 2016 2015 2014
Revenue100.0 % 100.0 % 100.0 %
Cost of revenue48.3
 51.6
 58.4
Gross profit51.7
 48.4
 41.6
Operating expenses:     
Research and development19.8
 19.5
 21.0
Selling, general and administrative26.7
 26.2
 24.4
Impairment charges2.2
 
 
Restructuring charges0.6
 0.3
 4.4
Total operating expenses49.3
 46.0
 49.8
Income (loss) from operations2.4
 2.4
 (8.2)
Other (expense) income:     
Warrant liability expense(3.0) (1.4) (1.2)
Interest expense(3.4) (4.4) (3.6)
Other (expense) income, net0.0
 (0.3) 0.9
Other expense, net(6.4) (6.1) (3.9)
(Loss) income before income taxes(4.0) (3.7) (12.1)
Income tax benefit(3.3) (2.3) (4.7)
(Loss) income from continuing operations(0.7) (1.3) (7.3)
Income from discontinued operations0.9
 12.9
 2.8
Net (loss) income0.3 % 11.6 % (4.5)%
Comparison of Fiscal Year Ended October 2, 2015September 30, 2016 to Fiscal Year Ended October 3, 20142, 2015

Revenue.Revenue. In fiscal year 2015,2016, our revenue increased $81.4$123.7 million or 24.0%29.4%, to $420.6$544.3 million from $339.2$420.6 million for fiscal year 2014.2015.

Revenue from our primary markets, the percentage of change between the years and revenue by primary markets expressed as a percentage of total revenue were (in thousands, except percentages):

   Fiscal Years    
   2015  2014  % Change 

Networks

  $273,931   $183,347    49.4

A&D

   83,296    87,563    (4.9)% 

Multi-market

   63,382    68,279    (7.2)% 
  

 

 

  

 

 

  

 

 

 

Total

  $420,609   $339,189    24.0
  

 

 

  

 

 

  

 

 

 

Networks

   65.1  54.1 

A&D

   19.8  25.8 

Multi-market

   15.1  20.1 
  

 

 

  

 

 

  

Total

   100.0  100.0 
  

 

 

  

 

 

  

  Fiscal Years  
 2016 2015   % Change
 Networks$393,699
 $273,931
 43.7 %
 A&D75,860
 83,296
 (8.9)%
 Multi-market74,779
 63,382
 18.0 %
 Total$544,338
 $420,609
 29.4 %
      
 Networks72.3% 65.1%  
 A&D13.9% 19.8%  
 Multi-market13.7% 15.1%  
 Total100.0% 100.0%  

For fiscal year 2015, the table above includes $17.4 million recognized in connection with a change in estimate related to distribution revenue recognition. These amounts were primarily recorded in the first fiscal quarter of 2015 and include $6.1 million related to Networks, $5.6 million related to A&D and $5.7 million related to Multi-market.
In fiscal year 2016, our Networks market revenue increased by $119.8 million, or 43.7%, compared to fiscal year 2015. The increase was primarily related to our sales of products acquired in the BinOptics Acquisition in December 2014 and the FiBest Acquisition in December 2015 as well as increased sales of our products addressing carrier infrastructure, fiber to the home access networks, initial 100G long haul deployments, and other optical and optoelectronic applications. These increases were partially offset by lower demand for our products targeting wired broadband and wireless backhaul as well as the distributor revenue adjustment recorded during 2015.
In fiscal year 2016, our A&D market revenue decreased by $7.4 million or 8.9%, compared to fiscal year 2015. The decrease was primarily due to the impact of the change in distributor revenue recognition during fiscal 2015, as well as lower demand for products targeting satellite communication applications during 2016, which were partially offset by incremental revenue from the December 2015 Metelics Acquisition.


In fiscal year 2016, our Multi-market revenues increased $11.4 million or 18.0%, compared to fiscal year 2015. The increase was primarily due to incremental revenue from the December 2015 Metelics Acquisition, partially offset by the change in distributor revenue recognition during 2015.
Gross profit. In fiscal year 2016, our gross profit increased by $78.0 million or 38.3%, compared to fiscal 2015. Gross margin of 51.7%, increased 330 basis points, compared to fiscal year 2015. Gross profit during 2016 was positively impacted by increased sales of higher gross margin products, revenue and the associated profit from newly acquired businesses, as well as lower expenses associated with the step-up in fair value of inventory related to acquisitions, partially offset by higher compensation and depreciation expense from newly acquired businesses, charges associated with the exit of one of our product lines incurred during the second fiscal quarter of 2016, as well as lower margins for certain products due to forward pricing in exchange for volume orders.
Research and development. In fiscal year 2016, research and development expense increased $25.5 million, or 31.0%, to $107.7 million representing 19.8% of revenue, compared with $82.2 million or 19.5% of revenue in fiscal year 2015. Research and development expense increased in 2016 primarily as a result of additional costs from our acquisitions, higher share-based and variable compensation as well as increased spending on new product development initiatives.
Selling, general and administrative. In fiscal year 2016, SG&A expense increased $35.4 million or 32.2%, to $145.4 million, or 26.7% of revenue, compared with $110.0 million, or 26.2% of revenue for fiscal year 2015. Selling, general and administrative expenses increased in 2016 primarily due to higher intangible amortization, share-based and variable compensation as well as additional costs from acquisitions, partially offset by lower acquisition related compensation and transaction expenses.
Impairment charges. We recorded impairment charges of $11.8 million during fiscal year 2016 as we made a strategic decision to exit a product line and end programs associated with our GaN-on Silicon Carbide license and technology transfer. As a result of this strategic decision, we determined that the intangible assets and contractual commitments under the long term technology licensing and transfer agreement signed in July 2013, as well as inventory with a value of $2.0 million would no longer have any future benefit. There were no impairment charges recorded in the prior fiscal year.
Restructuring charges. In fiscal year 2016, restructuring charges were $3.5 million or 0.6% of our revenue compared with $1.3 million or 0.3% of our revenue for fiscal year 2015. The increase in restructuring charges during 2016 was primarily related to the Metelics Acquisition. We expect to incur additional restructuring costs of approximately $1.0 million to $3.0 million during the remainder of calendar year 2016.
Warrant liability. In fiscal year 2016, we recorded warrant expense of $16.4 million compared to an expense of $6.0 million for fiscal year 2015. The expense relates to the change in the estimated fair value of common stock warrants we issued in December 2010, which we carry as a liability at fair value. Our common stock price is a key input in determining the fair value of the warrant liability and has increased over the past year which has resulted in a higher expense.
Provision for income taxes. In fiscal year 2016, the provision for income taxes was a benefit of $18.0 million compared to a benefit of $9.9 million for fiscal year 2015. The benefit increased primarily due to a decrease in the current period taxable loss in the U.S., partially offset by income taxed in foreign jurisdictions.
During the fourth quarter of fiscal 2016, we identified and corrected a prior period error where we understated our income tax benefit during 2013 through 2015. This was a result of the incorrect recording of intercompany pretax income among a few of our operating entities and due to the fact that these entities had different statutory tax rates. The out-of-period correction resulted in a $3.9 million increase in income tax benefit in the fiscal year ended September 30, 2016 of which $1.7 million, $1.0 million and $1.2 million related to the prior fiscal years 2015, 2014 and 2013, respectively.
The difference between the U.S. federal statutory income tax rate of 35% and the Company’s effective income tax rates for fiscal year 2016 and 2015, was primarily impacted by changes in fair value of the stock warrant liability which is not deductible for tax purposes, as well as income taxed in foreign jurisdictions at tax rates generally lower than the U.S. rate, research and development credits and non-deductible compensation.
During fiscal year 2016, the Company’s unrecognized tax benefits did not change and remained at $1.7 million. The unrecognized tax benefits primarily relate to positions taken by the Company in its 2014 U.S. tax filings. During fiscal year 2014, the Company settled the federal audit for fiscal years 2011 and 2012 with no material impact upon the financial statements.

Comparison of Fiscal Year Ended October 2, 2015 to Fiscal Year Ended October 3, 2014
Revenue. In fiscal year 2015, our revenue increased $81.4 million, or 24.0%, to $420.6 million from $339.2 million in fiscal year 2014
Revenue from our primary markets, the percentage of change between the years, and revenue by primary markets expressed as a percentage of total revenue were (in thousands, except percentages):


  Fiscal Years  
 2015   2014   % Change
 Networks273,931
 183,347
 49.4 %
 A&D83,296
 87,563
 (4.9)%
 Multi-Market63,382
 68,279
 (7.2)%
 Total420,609
 339,189
 24.0 %
      
 Networks65.1% 54.1%  
 A&D19.8% 25.8%  
 Multi-Market15.1% 20.1%  
 Total100.0% 100.0%  

For fiscal year 2015, the table above includes $17.4 million recognized in connection with a change in estimate related to distribution revenue recognition. These amounts were primarily recorded in the first fiscal quarter of 2015 and include $6.1 million related to Networks, $5.6 million related to A&D and $5.7 million related to Multi-market.
In fiscal year 2015, our Networks market revenue increased by $90.6 million or 49.4%, compared to fiscal year 2014. The increase in revenue was primarily from sales of products from the BinOptics Acquisition in December 2014, and the full year impact of the Mindspeed Acquisition in December 2013. Each of these acquisitions expanded our product offerings significantly.

In fiscal year 2015, our A&D market revenue decreased by $4.3 million or 4.9%, compared to fiscal year 2014. We attribute this decrease to lower demand and shipments of certain legacy radar programs as well as the impact of cyclical demand for radar applications.

In fiscal year 2015, our Multi-market revenues decreased $4.9 million or 7.2%, compared to fiscal year 2014. The decrease in revenue in the 2015 period was primarily due to lower general market demand for catalog products, partially offset by distributor revenue adjustments associated with a change in estimate during the first quarter of fiscal year 2015.

Gross profit. In fiscal year 2015, our gross profit increased by $62.7 million or 44.5%, compared to fiscal 2014. Gross margin of 48.4%, increased 6.8%, compared to fiscal year 2014. The higher gross profit was largely the result of a favorable product mix with higher revenue from recent acquisitions and legacy products, partially offset by acquisition related increases in amortization expense.

Research and development.development. In fiscal year 2015, R&Dresearch and development expense increased $10.8 million or 15.2%, to $82.2 million or 19.5% of our revenue, compared with $71.4 million or 21.0% of our revenue in fiscal year 2014. Research and development expenses increased primarily related to additional research and development activities as well as increased headcount and employee compensation related to recently acquired businesses.

Selling, general and administrative. administrative. In fiscal year 2015, SG&A expense increased $27.4 million or 33.2%, to $110.0 million or 26.2% of our revenue, compared with $82.6 million, or 24.4% of our revenue for fiscal year 2014. The increase was primarily due to increased headcount and employee compensation expense related to acquired businesses, acquisition integration costs and higher litigation costs.

Restructuring charges.charges. In fiscal year 2015, restructuring charges were $1.3 million or 0.3% of our revenue compared with $14.8 million or 4.4% of our revenue for fiscal year 2014. Restructuring charges were higher in 2014 primarily due to a reduction in headcount and changes related to payments associated with Mindspeed employment agreements, as well as, reductions associated with the integration of the Mindspeed business which included severance and related benefits.

Income (loss) from operations.operations. In fiscal year 2015, we reported income from operations of $10.1 million or 2.4%, compared to a loss from operations of $27.8 million or 8.2%. This change of $37.9 million or 136.3%, was primarily the result of higher revenue and gross profit associated with recently acquired businesses, partly offset by higher operating expenses in fiscal year 2015 compared to the prior fiscal year 2014.

Warrant liability. In fiscal year 2015, we recorded an expense of $6.0 million compared to an expense of $3.9 million for fiscal year 2014. The expense relates to the change in the estimated fair value of common stock warrants we issued in December 2010, which we carry as a liability at fair value. Our common stock price is a key input in determining the fair value of the warrant liability and has increased over the past year which has resulted in a higher expense.

Interest expense. In fiscal year 2015, interest expense was $18.4 million, or 4.4% of our revenue, compared with $12.4 million, or 3.6% of our revenue for fiscal year 2014, due to increased borrowings outstanding under our Credit Agreement at higher interest rates. The borrowings were primarily utilized to fund our acquisitions.

Other income. In fiscal year 2015, other income, net, was $1.1 million expense and primarily related to contingent consideration income of $2.0 million associated with a 2014 product line divestiture and income for

services and fees earned under a transition services agreement related to a business sold during the fiscal year, offset by $3.5 million related to a minority equity investment impairment.

Discontinued Operations. See Note 19 to the Consolidated Financial Statements for additional information.

Provision for income taxes. In fiscal year 2015, the provision for income taxes was a benefit of $9.9 million compared to a benefit of $16.1 million for fiscal year 2014. The benefit decreased primarily due to a decrease in the current period taxable loss in the U.S. partially offset by income taxed in foreign jurisdictions.

The difference between the U.S. federal statutory income tax rate of 35% and the Company’s effective income tax rates for fiscal year 2015 and 2014, was primarily impacted by changes in fair values of the stock warrant liability which are not deductible nor taxable for tax purposes, as well as income taxed in foreign jurisdictions at generally lower tax rates, research and development credits, non-deductible compensation and for fiscal year 2015 provision to return adjustments.

The aggregate net deferred income tax liabilities acquired in the BinOptics Acquisition were $33.3 million. At the date of the acquisition, BinOptics had federal net operating loss (NOL) carryforwards of approximately $44.9 million, which will expire at various dates through 2034, and federal research and development tax credit carryforwards of $1.5 million. Both the NOL and the tax credits are subject to change-in-control limitations within the Internal Revenue Code and, accordingly, the NOL carryforwards were reduced to $43.3 million and the research and development credits were reduced to $1.1 million, to reflect the estimated realizable amount after consideration of the limitations. The NOL carryforwards and tax credits are included in the computation of net deferred income tax assets arising from the acquisition.

During fiscal year 2015, the Company’s unrecognized tax benefits did not change and remained at $1.7 million. The unrecognized tax benefits primarily relate to positions taken by the Company in its 2014 U.S. tax filings. During fiscal year 2014, the Company settled the federal audit for fiscal years 2011 and 2012 with no material impact upon the financial statements.

Comparison of Fiscal Year Ended October 3, 2014 to Fiscal Year Ended September 27, 2013

Revenue. In fiscal year 2014, our revenue increased $96.5 million, or 39.8%, to $339.2 million from $242.7 million for fiscal year 2013. The increase in revenue was primarily due to the acquisition of Mindspeed, which expanded our product offerings significantly.

Revenue from our primary markets, the percentage of change between the years, and revenue by primary markets expressed as a percentage of total revenue were (in thousands, except percentages):

   Fiscal Years    
   2014  2013  % Change 

Networks

   183,347    83,785    118.8

A&D

   87,563    91,390    (4.2)% 

Multi-Market

   68,279    67,528    1.1
  

 

 

  

 

 

  

 

 

 

Total

   339,189    242,703    39.8
  

 

 

  

 

 

  

 

 

 

Networks

   54.1  34.5 

A&D

   25.8  37.7 

Multi-Market

   20.1  27.8 
  

 

 

  

 

 

  

Total

   100.0  100.0 
  

 

 

  

 

 

  

In fiscal year 2014, our Networks market revenue increased by $99.6 million, or 118.8%, compared to fiscal year 2013. The increase is revenue was primarily from sales of our newly acquired products from our Mindspeed

Acquisition addressing carrier infrastructure, fiber-to-the-home access networks, physical media devices and broadcast video, as well as increased sales of our products targeting wireless backhaul and optical applications, partly offset by continued weakness in our products targeting set top box products.

In fiscal year 2014, our A&D market revenue decreased by $3.8 million, or 4.1%, compared to fiscal year 2013. We attribute this decrease to ramp down of certain legacy radar programs as well as cyclical demand for radar applications.

In fiscal year 2014, our Multi-market revenues decreased by $0.8 million, or 1.1%, compared to fiscal year 2013. The modest increase in revenue in the 2014 period was primarily from sales of our newly acquired CPE product line, as partly offset by softness in demand for catalog products. We divested the CPE product line in May 2014.

Gross profit. In fiscal year 2014, our gross profit increased $31.7 million, or 29.1%, compared to fiscal year 2013. Gross margin of 41.6%, decreased 3.4% compared to fiscal year 2013. The higher gross profit was largely the result of leveraging greater revenue against fixed costs compared to fiscal year 2013. The decline in gross margin percentage included the effect of the step-up in valuation of Mindspeed’s inventory to fair value and other acquisition and integration costs increasing costs by $19.5 million, which offset the positive impact of selling higher margin products.

Research and development. In fiscal year 2014, R&D expense increased $28.8 million, or 67.9%, to $71.4 million, or 21.0% of our revenue, compared with $42.5 million, or 17.5% of our revenue, in fiscal year 2013. R&D expenses increased primarily as a result of increased headcount and employee compensation related to acquired businesses, of which approximately $4.5 million related to Mindspeed acquisition and integration costs.

Selling, general and administrative. In fiscal year 2014, SG&A expense increased $24.7 million, or 42.6%, to $82.6 million, or 24.4% of our revenue, compared with $57.9 million, or 23.9% of our revenue, for fiscal year 2013. The increase was primarily due to increased headcount and employee compensation expense related to acquired businesses, acquisition integration expense, and increased litigation costs, of which approximately $13.9 million related to Mindspeed Acquisition.

Restructuring charges. In fiscal year 2014, restructuring charges were $14.8 million, or 4.4% of our revenue, compared with $1.1 million, or 0.4% of our revenue for fiscal year 2013. Restructuring charges were due to a reduction in headcount as part of the integration of the Mindspeed business and included severance, related benefits, and an immaterial amount of non-employee related charges.

Income (loss) from operations. In fiscal year 2014, loss from operations decreased $35.5 million, or 461.2%, to a loss of $27.8 million, or 8.2%, of our revenue, compared with income from operations of $7.7 million, or 3.2%, of our revenue for fiscal year 2013. The fiscal year 2014 loss was primarily driven by the incremental costs incurred related to our acquisition and integration of Mindspeed.

Warrant liability. In fiscal year 2014, we recorded an expense of $3.9 million compared to an expense of $4.3 million for fiscal year 2013. The expense relates to the change in the estimated fair value of common stock warrants we issued in December 2010, which we carry as a liability at fair value.

Interest expense. In fiscal year 2014, interest expense was $12.4 million, or 3.6% of our revenue, compared with $0.8 million, or 0.3% of our revenue for fiscal year 2013, primarily due to increased borrowings outstanding under our Credit Agreement at higher interest rates. The borrowings were primarily utilized to fund our Mindspeed and Nitronex Acquisitions.

Other income. In fiscal year 2014, other income was $3.2 million for services and fees earned under a transition services agreement related to a business sold during the fiscal year.

Discontinued Operations. See Note 19 to the Consolidated Financial Statements for additional information.

Provision for income taxes. In fiscal year 2014, the provision for income taxes was a benefit of $16.1 million compared to an expense of $0.3 million for fiscal year 2013. The provision for income taxes decreased primarily due to a current period taxable loss in the U.S. for which we have recorded a benefit, partially offset by income taxed in foreign jurisdictions.

The difference between the U.S. federal statutory income tax rate of 35% and the Company’s effective income tax rates for fiscal year 2014 and 2013, was primarily impacted by changes in fair values of the stock warrant liability which are not deductible nor taxable for tax purposes, as well as income taxed in foreign jurisdictions at generally lower tax rates, partly offset by U.S. state income taxes, and, for fiscal year 2014, by nondeductible expenses for tax purposes resulting from the Mindspeed Acquisition and pre-acquisition Nitronex losses.

The aggregate net deferred income tax assets acquired in the Mindspeed Acquisition were $92.9 million, net of a $9.2 million valuation allowance. A valuation allowance is required to the extent we believe that it is more likely than not our deferred tax assets will not be recovered.

At the date of acquisition, Mindspeed had federal NOL carryforwards of approximately $668.8 million, which will expire at various dates through 2033, and federal research and development tax credit carryforwards of $19.9 million. Both the NOL and the tax credits are subject to change-in-control limitations within the Internal Revenue Code and, accordingly, these carryforwards were reduced to $307.0 million, the estimated realizable amount after consideration of the limitations. The NOL carryforwards and tax credits are included in the computation of net deferred income tax assets arising from the acquisition.

During fiscal year 2014, the Company increased its unrecognized tax benefits by $1.7 million primarily relating to positions to be taken by the Company in its US tax filings. During fiscal year 2014, the Company settled the federal audit for fiscal years 2011 and 2012 with no material impact upon the financial statements.



LIQUIDITY AND CAPITAL RESOURCES

The following table summarizes our cash flow activities for the fiscal years ended September 30, 2016 and October 2, 2015, and October 3, 2014, respectively (in thousands):

   Twelve Months Ended 
   October 2, 2015   October 3, 2014 

Cash and cash equivalents, beginning of period

  $173,895    $110,488  

Net cash provided by operating activities

   33,678     25,472  

Net cash used in investing activities

   (207,425   (264,243

Net cash provided by financing activities

   122,407     302,360  

Effect of exchange rates on cash balances

   (243   (182
  

 

 

   

 

 

 

Cash and cash equivalents, end of period

  $122,312    $173,895  
  

 

 

   

 

 

 

 Fiscal Year Ended
 September 30, 2016October 2, 2015
Cash and cash equivalents, beginning of period$122,312
$173,895
Net cash provided by operating activities79,232
33,678
Net cash used in investing activities(94,863)(207,425)
Net cash provided by financing activities227,354
122,407
Effect of exchange rates on cash balances(1,058)(243)
Cash and cash equivalents, end of period$332,977
$122,312

Cash Flow from Operating Activities:

As of October 2, 2015, we held $122.3 million of cash and cash equivalents, all deposited with financial institutions.

Our cash flow from operating activities consistsfor fiscal year 2016 of $79.2 million consisted of net income for the period, adjusted for certain non-cash items andof $1.4 million, plus adjustments to reconcile our net income to cash provided by operating activities of $118.8 million less changes in operating assets and liabilities. Cashliabilities of $41.0 million. Adjustments to reconcile our net income to cash provided by operations was $33.7operating activities of $118.8 million in fiscal 2015 of which the principal components were net income of $48.6 million, plus noncash items of $45.8 million includingprimarily included depreciation and intangible amortization expense of $54.7$70.6 million, stock-based and other noncash

share-based incentive compensation expense of $19.4$27.0 million, partially offset by gains on the disposalimpairment related charges of discontinued businesses$13.0 million and warrant liability expense of $63.3$16.4 million. In addition, cash used by operating assets and liabilities were $60.7was $41.0 million for fiscal year 2016, primarily driven by an increase in inventory of $24.7 million and an increase in accounts receivable of $17.2 million partially offset by an increase in accrued expenses of $10.9 million. Inventory increases during fiscal year 2016 are expected to support anticipated customer demand. The fiscal year 2016 increase in accounts receivable was due to increases in revenue compared to 2015.

Cash

Our cash flow from operating activities for fiscal year 2015 of $33.7 million consists of net income of $48.6 million plus adjustments to reconcile our net income to cash provided by operating activities of $45.8 million less changes in operating assets and liabilities of $60.7 million. Adjustments to reconcile our net income to cash provided by operating activities of $45.8 million primarily included depreciation and intangible amortization expense of $54.7 million, share-based incentive compensation expense of $19.4 million and warrant liability expense of $6.0 million. In addition, cash used by operating assets and liabilities was $60.7 million for fiscal year 2015 wasprimarily driven by an escrow payment of $14.6 million associated with the retention of BinOptics Acquisition employees, a use of cashdecrease in deferred revenue of $17.0 million related to the reduction of deferred revenue primarily related toassociated with a change in estimate associated withrelated to distributor revenue recognition, during the first quarter of fiscal 2015. Increasesan increase in accounts receivable balances were a use of cash of $13.1 million primarily related to increasesand a decrease in revenue from acquisitions, and income taxes were a useaccrued liabilities of $12.5$5.6 million, during the year primarily related to tax payments associated with the sale of the automotive business. In addition we had a use of cash related to prepaid compensation associated with thepayment for BinOptics Acquisition that used cash of $14.6 million. With the exception of the cash used for prepaid compensation related to the BinOptics Acquisition, these changes in working capital generally reflect normal fluctuations relative to the timing and nature of the transactions.

Cash provided by operating activities for fiscal 2014 was $25.5 million which was largely driven by a net loss of $15.3 million, plus noncash expenses of $57.8 million, and cash decreases from operating assets and liabilities of $17.0 million. The change in operating assets and liabilities included cash used in inventory of $9.6 million, accounts payable of $7.1 million, accrued expenses of $6.7 million and income taxes of $2.7 million, primarily driven by the Mindspeed Acquisition and other normal fluctuations in working capital requirements. These amounts were partially offset by an increase deferred revenue of $7.6 million.

professional fees.

Cash Flow from Investing Activities:

Our cash flow used by investing activities consistsfor fiscal year 2016 consisted primarily of cash paid for acquisitions,the FiBest Acquisition and Metelics Acquisition of $85.5 million and capital expenditures of $31.3 million. The $7.5 million of cash provided from discontinued operations during fiscal year 2016 was consulting fee income associated with the sale of our Automotive business which occurred in August 2015. Additionally, during fiscal year 2016, we purchased $36.3 million of short term investments and received proceeds of $51.6 million related to the acquisitionsale of intellectual property, as well as other strategic investments. Cashshort term investments which was used into fund acquisitions and operating activities.
Our cash flow used by investing activities was $207.4 million for fiscal year 2015 which consisted primarily of net business acquisition expenditurescash paid for the BinOptics Acquisition of $208.4 million for the BinOptics Acquisition. We also usedand capital expenditures of $38.3 million for the purchase of property and equipment, including $8.3 million related to purchase of our headquarters and fabrication facility in Lowell, Massachusetts, the renovation of leased facilities as well as purchases of production and manufacturing equipment, tooling, engineering equipment and software tools. We used $3.3 million for the purchase of intellectual property.million. These expenditures were partially offset by proceeds from the sale of businesses of $81.2 million includingfrom the divestiture of theour Automotive business, the wireless business of Mindspeedbusiness.
For additional information related to Acquisitions, Investments and the sale ofDiscontinued Operations see Notes 3, 4 and 20 to our CPE communications product line.

Consolidated Financial Statements included in this Annual Report.

Cash Flow from Financing Activities:
For additional information related to our Debt, specifically our Credit Agreement, Term Loans and Revolving Facility, see Note 9 to our Consolidated Financial Statements -

CashDebt included in this Annual Report.

During fiscal year 2016, our cash from financing activities of $227.4 million was primarily related to $247.6 million of proceeds from the amendment of our Credit Agreement (as defined in Note 9. - "Debt") on August 31, 2016 and $5.5 million of proceeds from stock option exercises and employee stock purchases. These inflows were partially offset by $9.9 million in payments of debt primarily assumed in connection with our FiBest Acquisition, $10.0 million in purchases of stock associated with employee tax withholdings, $3.5 million of financing costs associated with the amendment of our Credit Agreement and $4.1 million of principal payments associated with our Term Loans.


Cash flow from financing activities for fiscal year 2015 was $122.4 million in fiscal year 2015, driven primarily by net proceeds from our February 2015 common stock offering totaling $127.8 million. Proceeds from stock option exercises and employee stock plans totaled $5.5 million. We also received proceeds of $100.0 million from our Revolving Facility during the first fiscal quarter, which was subsequently repaid during the following fiscal quarter. We made $3.5 million in payments of debt as well as $1.5 million in capital lease payments. Repurchases of common stock related to minimum tax withholding payments for employee share-based awards totaledIn addition, we paid $8.6 million during the period.

in purchases of stock associated with employee tax withholdings, partly offset by $5.5 million of proceeds from stock option exercises and employee stock purchases.

On February 5, 2015, we completed a public offering of 7,800,000 shares of common stock at a price of $30.00 per share, of which 4,500,000 shares were newly-issued shares sold and 3,300,000 shares were previously outstanding shares held by affiliates of John Ocampo, our Chairman of the Board and majority stockholder prior to the offering and held by certain funds affiliated with Summit Partners, L.P. After deducting underwriting discounts and commissions and offering expenses, the net proceeds from shares sold in this offering were approximately $127.7 million. We used $100.0 million of the net proceeds we received in this offering to repay outstanding borrowings under our revolving credit facility and we expect to use the remainder of the net

proceeds for general corporate purposes. We did not receive any proceeds from the sale of shares of common stock by the selling stockholders.

On May 8, 2014, we refinanced our outstanding indebtedness under our prior revolving credit facility (Prior Facility) and discharged our obligations thereunder by entering into a credit agreement (Credit Agreement) with a syndicate of lenders. Concurrent with the execution of the Credit Agreement, we terminated the Prior Facility and repaid the outstanding $245.0 million principal and interest due through draws on the Credit Agreement. The Credit Agreement provides for term loans in an aggregate principal amount of $350.0 million, which mature in May 2021 (Term Loans) and a revolving credit facility of initially $100.0 million, which matures in May 2019 (Revolving Facility). In February 2015, we executed an amendment to the Credit Agreement that increased our available borrowing capacity under the Revolving Facility to $130.0 million. The Term Loans were issued with an original issue discount (OID) of 0.75%, which is being amortized over the term of the Term Loans using the straight line method, which approximates the effective interest rate method. Borrowings under both the Term Loans and the Revolving Facility bear interest at variable rates payable quarterly. The Term Loans are payable in quarterly principal installments of 0.25% of the Term Loans on the last business day of each calendar quarter, with the remainder due on the maturity date.

The Term Loans and Revolving Facility are secured by a first priority lien on substantially all of our assets and provide that we must comply with certain financial and non-financial covenants. As of October 2, 2015, we were in compliance with all financial and non-financial covenants under the Credit Agreement and we had $345.6 million of outstanding Term Loan borrowings under the Credit Agreement and $130.0 million of borrowing capacity under our Revolving Facility.

In July 2013, we announced that we had licensed GaN process technology from Global Communications Semiconductors, LLC and would be installing such process technology at our Lowell, Massachusetts manufacturing facility. This installation effort continues to be a multi-year process and to involve tens of millions of dollars of investment in capital equipment, license fees, and other related costs and expenses. We have a long-term technology licensing and transfer commitment that calls for remaining potential payments by us, as of October 2, 2015, of up to $5.0 million through July 2016.

The undistributed earnings of our foreign subsidiaries are indefinitely reinvested and we do not intend to repatriate such earnings. We believe the decision to reinvest these earnings will not have a significant impact on our liquidity. As of October 2, 2015,September 30, 2016, cash held by our foreign subsidiaries was $32.2$40.5 million, which, along with cash generated from foreign operations, is expected to be used in the support of international growth and working capital requirements.

We plan to use our available cash and cash equivalents, short term investments and potential remaining borrowing capacity under our Revolving Facility for general corporate purposes, including working capital orand for the acquisition of or investment in complementary technologies, design teams, products and businesses. We may also use a portion of our cash and cash equivalents and any amounts remaining under our Revolving Facility, which we may draw on from time to time, for the acquisition of, or investment in, complementary technologies, design teams, products and companies. We believe that our cash and cash equivalents, short term investments, cash generated from operations and borrowing availability under the Revolving Facility will be sufficient to meet our working capital requirements for at least the next 12 months. We may need to raise additional capital from time to time through the issuance and sale of equity or debt securities, and there is no assurance that we will be able do so on favorable terms or at all.


OFF-BALANCE SHEET ARRANGEMENTS


We do not have significant contractual obligations not fully recorded on our consolidated balance sheet or fully disclosed in the notes to our consolidated financial statements. As of October 2, 2015,September 30, 2016, we do not have material off-balance sheet arrangements as defined in SEC Regulation S-K Item 303(a)(4)(ii).

CONTRACTUAL OBLIGATIONS

The following is a summary of our contractual payment obligations for consolidated debt, purchase agreements, operating leases, other commitments and long-term liabilities as of October 2, 2015,September 30, 2016, (in thousands):
 Payments Due By Period
Contractual Cash ObligationsTotal 
  Less Than 1  
 Year
   1-3 Years   3-5 Years More Than 5 Years
Principal Payments on Long-term Debt$591,487
 $6,051
 $12,102
 $573,334
 $
Interest Payments on Long-term Debt121,515
 27,377
 52,443
 41,695
 
Capital Leases3,573
 1,168
 1,486
 827
 92
Estimated Interest Payments on Capital Leases189
 81
 84
 23
 1
Operating Lease Obligations (1)32,048
 9,245
 12,580
 4,748
 5,475
Purchase Commitments (2)1,135
 1,135
 
 
 
Total Contractual Cash Obligations$749,947
 $45,057
 $78,695
 $620,627
 $5,568
Other Commercial Commitments         
Letters of Credit400
 400
 
 
 
Commercial Contract Commitments (3)68,236
 64,293
 3,943
 
 
Total Commercial Commitments$68,636
 $64,693
 $3,943
 $
 $

   Payments Due By Period 
   Total   Less Than  1
Year
   1-3 Years   3-5 Years   More
Than 5
Years
 
Contractual Cash Obligations          

Long-term Debt Principal Payments

  $345,625    $3,500    $7,000    $7,000    $328,125  

Estimated Interest Payments on Long-term Debt

   89,843     16,159     31,928     30,588     11,168  

Capital Lease Payments

   982     558     425     —       —    

Estimated Interest Payments on Capital Leases

   29     24     5     —       —    

Operating Lease Obligations (1)

   30,228     7,343     11,731     6,875     4,279  

Purchase Commitments (2)

   1,183     1,183     —       —       —    
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Contractual Cash Obligations

  $467,890    $28,766    $51,089    $44,464    $343,571  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
Other Commercial Commitments          

Letters of Credit

  $400    $400    $—      $—      $—    

Commercial Contract Commitments (3)

   54,825     54,674     151     —       —    
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Commercial Commitments

  $55,225    $55,074    $151    $—      $—    
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
(1)We have non-cancelable operating lease agreements for office, research, development and manufacturing space in the U.S. and certain foreign locations. We also have operating leases for certain equipment, automobiles and services. These lease agreements expire at various dates through 20222026 and certain agreements contain provisions for extension at substantially the same terms as currently in effect.
(2)In the normal course of business, we enter into supply arrangements with certain of our suppliers to purchase minimum quantities of inventories.
(3)The most significant of our commercial contract commitments relate to approximately $54.8 million of commitments related to open purchase orders.orders of approximately $68.2 million.

As of October 2, 2015,September 30, 2016, we had an estimated $1.3$4.3 million in asset retirement obligations for the restoration of leased facilities


upon the termination of the related leases.  Although it is reasonably possible that our estimates could materially change in the next 12 months, we are presently unable to reliably estimate when any cash settlement of these obligations may occur.

We have

As of September 30, 2016, we had recorded $1.7 million of unrecognized tax benefits. The Company is unable to make a long term technology licensingreasonable estimate as to when and transfer commitment that calls for potential payments of up to $9.0 million to one specific party in connection with the technology through July 2016. We have made payments of approximately $4.0 million as of October 2, 2015 and $9.4 million in aggregate on this long term technology licensing and transfer commitment and related costsif such amounts will be amortized upon completion of the transfer, which is expected to be completed during fiscal year 2017.

paid.

OTHER MATTERS

Inflation did not have a material impact upon our results of operations during the three-year period ended October 2, 2015.

September 30, 2016.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

RISK

We are exposed to market risk in the ordinary course of business, which consists primarily of interest rate risk associated with our cash and cash equivalents short-term investments and our variable rate debt, as well as foreign exchange rate risk. In addition, the value of our warrant liability is based on the underlying price of our common stock and changes in its value could significantly impact our warrant liability expense.

Interest rate risk.risk. The primary objectives of our investment activity are to preserve principal, provide liquidity and earn a money marketinvest excess cash for an average rate of return. To minimize market risk, we maintain our portfolio in cash and diversified short-term investments, which may consist of corporate bonds, bank deposit anddeposits, money market funds.funds and commercial paper. The interest rates are variable and fluctuate with current market conditions. The risk associated with fluctuating interest rates is limited to this investment portfolio. We believe that a 10% change in interest rates would not have a material impact on our financial position or results of operations. We do not enter into financial instruments for trading or speculative purposes.

Our exposure to interest rate risk also relates to the increase or decrease in the amount of interest expense we must pay on the outstanding debt under the Credit Agreement. The interest rates on our term loans and revolving credit facility are variable interest rates based on our lender’s prime rate or a LIBOR rate, in each case plus an applicable margin, which exposes us to market interest rate risk when we have outstanding borrowings under the Credit Agreement. As of October 2, 2015,September 30, 2016, we had $345.6$591.5 million of outstanding borrowings under the Credit Agreement. Assuming our outstanding debt remains constant under the Credit Agreement for an entire year and the applicable annual interest rate increases or decreases by 1%, our annual interest expense would increase or decrease by $3.5$5.9 million.

Foreign currency risk.risk. To date, our international customer agreements have been denominated primarily in U.S. dollars. Accordingly, we have limited exposure to foreign currency exchange rates. The functional currency of a majority of our foreign operations is U.S. dollars with the remaining operations being local currency. Increases in the value of the United States dollar relative to other currencies could make our products more expensive, which could negatively impact demand in certain regions. Conversely, decreases in the value of the United States dollar relative to other currencies could result in our products being more expensive to certain customers and could reduce or delay orders, or otherwise negatively affect how they do business with us. The effects of exchange rate fluctuations on the net assets of the majority of our operations are accounted for as transaction gains or losses. We believe that a change of 10% in such foreign currency exchange rates would not have a material impact on our financial position or results of operations. In the future, we may enter into foreign currency exchange hedging contracts to reduce our exposure to changes in exchange rates.



ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

INDEX TO FINANCIAL STATEMENTS



46




REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors and Stockholders of

M/A-COM

MACOM Technology Solutions Holdings, Inc.

Lowell, Massachusetts


We have audited the accompanying consolidated balance sheets of M/A-COMMACOM Technology Solutions Holdings, Inc. and subsidiaries (the “Company”) as of September 30, 2016 and October 2, 2015 and October 3, 2014 and the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity, and cash flows for each of the three fiscal years in the period ended October 2, 2015.September 30, 2016. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of the Company as of September 30, 2016 and October 2, 2015, and October 3, 2014, and the results of its operations and its cash flows for each of the three fiscal years in the period ended October 2, 2015September 30, 2016 in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’sCompany's internal control over financial reporting as of October 2, 2015September 30, 2016 based on the criteria established in Internal Control—Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated November 24, 201517, 2016 expressed an adverseunqualified opinion on the Company’sCompany's internal control over financial reporting because of a material weakness.

reporting.

/s/ Deloitte & Touche LLP

Boston, Massachusetts

November 24, 2015

M/A-COM17, 2016



MACOM TECHNOLOGY SOLUTIONS HOLDINGS, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands)
 September 30,
2016
 October 2,
2015
ASSETS   
Current assets:   
Cash and cash equivalents$332,977
 $122,312
Short term investments23,776
 39,557
Accounts receivable (less allowances of $3,279 and $5,745, respectively)108,331
 83,950
Inventories114,935
 79,943
Deferred income taxes
 31,431
Income tax receivable21,607
 15,854
Prepaid and other current assets11,318
 11,172
           Total current assets612,944
 384,219
    
Property and equipment, net99,167
 83,759
Goodwill120,024
 93,346
Intangible assets, net259,602
 243,666
Deferred income taxes89,606
 48,239
Other long-term assets7,208
 7,605
Total assets$1,188,551
 $860,834
LIABILITIES AND STOCKHOLDERS' EQUITY   
Current liabilities:   
Current portion long-term debt7,203
 4,058
Accounts payable30,579
 29,311
Accrued liabilities54,368
 38,107
Total current liabilities92,150
 71,476
Long-term debt, less current portion576,345
 335,087
Warrant liability38,253
 21,822
Other long-term liabilities7,254
 7,916
Deferred income taxes11,765
 
Total liabilities725,767
 436,301
Commitments and contingencies (Note 12)
 
Stockholders' equity:   
Preferred stock, $0.001 par value, 10,000 shares authorized, no shares issued
 
Common stock, $0.001 par value, 300,000 shares authorized; 53,709 and 52,958 shares issued and 53,685 and 52,933 shares outstanding as of September 30, 2016 and October 2, 2015, respectively, of which 3 and 11 shares, respectively, are subject to forfeiture54
 53
Treasury Stock, at cost, 23 shares as of September 30, 2016 and October 2, 2015(330) (330)
Accumulated other comprehensive income (loss)9,039
 (2,279)
Additional paid-in capital551,509
 526,011
Accumulated deficit(97,488) (98,922)
Total stockholders' equity462,784
 424,533
Total liabilities and stockholders' equity$1,188,551
 $860,834
See notes to consolidated financial statements.


MACOM TECHNOLOGY SOLUTIONS HOLDINGS, INC.

CONSOLIDATED BALANCE SHEETS

STATEMENTS OF OPERATIONS

(In thousands, except per share data)

   October 2,
2015
  October 3,
2014
 

ASSETS

   

Current assets:

   

Cash and cash equivalents

  $122,312   $173,895  

Short term investments

   39,557    —    

Accounts receivable, net

   83,950    62,258  

Inventories

   79,943    71,481  

Deferred income taxes

   31,431    35,957  

Prepaids and other current assets

   27,026    14,769  

Current assets, discontinued operations

   —      14,989  
  

 

 

  

 

 

 

Total current assets

   384,219    373,349  

Property and equipment, net

   83,759    50,052  

Goodwill

   93,346    10,784  

Intangible assets, net

   243,666    142,633  

Deferred income taxes

   48,239    84,629  

Other long-term assets

   13,022    20,232  

Other assets, discontinued operations

   —      555  
  

 

 

  

 

 

 

Total assets

  $866,251   $682,234  
  

 

 

  

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

   

Current liabilities:

   

Current portion long-term debt

   4,058    3,478  

Accounts payable

   29,311    22,528  

Accrued liabilities

   37,599    33,596  

Income taxes payable

   508    865  

Deferred revenue

   —      17,258  

Other current liabilities, discontinued operations

   —      7,921  
  

 

 

  

 

 

 

Total current liabilities

   71,476    85,646  

Long-term debt, less current portion

   340,504    343,178  

Warrant liability

   21,822    15,801  

Other long-term liabilities

   7,916    9,042  
  

 

 

  

 

 

 

Total liabilities

   441,718    453,667  
  

 

 

  

 

 

 

Commitments and contingencies (Notes 11)

   

Stockholders’ equity:

   

Preferred stock, $0.001 par value, 10,000 shares authorized, no shares issued

   —      —    

Common stock, $0.001 par value, 300,000 shares authorized; 52,958 and 47,548 shares issued and 52,933 and 47,525 shares outstanding as of October 2, 2015 and October 3, 2014, respectively, of which 11 and 59 shares, respectively, are subject to forfeiture

   53    48  

Accumulated other comprehensive loss

   (2,279  (1,354

Additional paid-in capital

   526,011    377,714  

Treasury stock, at cost, 23 shares as of October 2, 2015 and October 3, 2014

   (330  (330

Accumulated deficit

   (98,922  (147,511
  

 

 

  

 

 

 

Total stockholders’ equity

   424,533    228,567  
  

 

 

  

 

 

 

Total liabilities and stockholders’ equity

  $866,251   $682,234  
  

 

 

  

 

 

 

 Fiscal Years
 2016 2015 2014
Revenue$544,338
 $420,609
 $339,189
Cost of revenue262,729
 217,019
 198,249
Gross profit281,609
 203,590
 140,940
Operating expenses:     
Research and development107,698
 82,188
 71,351
Selling, general and administrative145,433
 110,030
 82,593
Impairment charges11,765
 
 
Restructuring charges3,465
 1,280
 14,823
     Total operating expenses268,361
 193,498
 168,767
Income (loss) from operations13,248
 10,092
 (27,827)
Other income (expense):     
Warrant liability expense(16,431) (6,020) (3,928)
Interest expense(18,427) (18,376) (12,362)
Other income (expense)39
 (1,096) 3,217
     Total other income (expense), net(34,819) (25,492) (13,073)
Loss before income taxes(21,571) (15,400) (40,900)
Income tax (benefit) provision(17,983) (9,858) (16,086)
Loss from continuing operations(3,588) (5,542) (24,814)
Income from discontinued operations5,022
 54,131
 9,491
Net (loss) income$1,434
 $48,589
 $(15,323)
      
Net income (loss) per share:     
Basic income (loss) per share:     
Loss from continuing operations$(0.07) $(0.11) $(0.53)
Income from discontinued operations0.09
 1.06
 0.20
     (Loss) income per share - basic$0.03
 $0.95
 $(0.33)
Diluted income (loss) per share:     
Loss from continuing operations$(0.07) $(0.11) $(0.53)
Income from discontinued operations0.09
 1.06
 0.20
    (Loss) income per share - diluted$0.03
 $0.95
 $(0.33)
Shares used:     
Basic53,364
 51,146
 47,009
Diluted53,364
 51,146
 47,009
See notes to consolidated financial statements.

M/A-COM



MACOM TECHNOLOGY SOLUTIONS HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

COMPREHENSIVE INCOME (LOSS)

(In thousands, except per share data)

   Fiscal Years 
   2015  2014  2013 

Revenue

  $420,609   $339,189   $242,703  

Cost of revenue

   217,019    198,249    133,505  
  

 

 

  

 

 

  

 

 

 

Gross profit

   203,590    140,940    109,198  
  

 

 

  

 

 

  

 

 

 

Operating expenses:

    

Research and development

   82,188    71,351    42,505  

Selling, general and administrative

   110,030    82,593    57,930  

Restructuring charges

   1,280    14,823    1,060  
  

 

 

  

 

 

  

 

 

 

Total operating expenses

   193,498    168,767    101,495  
  

 

 

  

 

 

  

 

 

 

Income (loss) from operations

   10,092    (27,827  7,703  
  

 

 

  

 

 

  

 

 

 

Other (expense) income:

    

Warrant liability expense

   (6,020  (3,928  (4,312

Interest expense

   (18,376  (12,362  (817

Other (expense) income, net

   (1,096  3,217    372  
  

 

 

  

 

 

  

 

 

 

Other (expense) income, net

   (25,492  (13,073  (4,757
  

 

 

  

 

 

  

 

 

 

(Loss) income before income taxes

   (15,400  (40,900  2,946  

Income tax (benefit) provision

   (9,858  (16,086  283  
  

 

 

  

 

 

  

 

 

 

(Loss) income from continuing operations

   (5,542 ��(24,814  2,663  

Income from discontinued operations, net of tax

   54,131    9,491    15,533  
  

 

 

  

 

 

  

 

 

 

Net income (loss)

  $48,589   $(15,323 $18,196  
  

 

 

  

 

 

  

 

 

 

Net income (loss) per share:

    

Basic income (loss) per common share:

    

Income (loss) from continuing operations

  $(0.11 $(0.53 $0.06  

Income (loss) from discontinued operations

   1.06    0.20    0.34  
  

 

 

  

 

 

  

 

 

 

Net income (loss) — basic

  $0.95   $(0.33 $0.40  
  

 

 

  

 

 

  

 

 

 

Diluted income (loss) per common share:

    

Income (loss) from continuing operations

  $(0.11 $(0.53 $0.06  

Income (loss) from discontinued operations

   1.06    0.20    0.33  
  

 

 

  

 

 

  

 

 

 

Net income (loss) — diluted

  $0.95   $(0.33 $0.39  
  

 

 

  

 

 

  

 

 

 

Shares used to compute net income (loss) per common share:

    

Basic

   51,146    47,009    45,916  
  

 

 

  

 

 

  

 

 

 

Diluted

   51,146    47,009    47,137  
  

 

 

  

 

 

  

 

 

 

thousands)

 Fiscal Years
 2016 2015 2014
Net income (loss)1,434
 $48,589
 $(15,323)
Unrealized loss on short term investments, net of tax(2) (97) 
Foreign currency translation gain (loss), net of tax11,320
 (918) (1,097)
Other adjustments, net of tax
 90
 (90)
Other comprehensive income (loss), net of tax11,318
 (925) (1,187)
Total comprehensive income (loss)$12,752
 $47,664
 $(16,510)
See notes to consolidated financial statements.

M/A-COM



MACOM TECHNOLOGY SOLUTIONS HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

STOCKHOLDERS’ EQUITY

(In thousands)

   Fiscal Years 
   2015  2014  2013 

Net income (loss)

   48,589   $(15,323 $18,196  

Unrealized gain (loss) on short term investments, net of tax

   (97  —     

Foreign currency translation gain (loss), net of tax

   (918  (1,097  (30

Other adjustments, net of tax

   90    (90  —    
  

 

 

  

 

 

  

 

 

 

Other comprehensive income

   (925  (1,187  (30
  

 

 

  

 

 

  

 

 

 

Total comprehensive income (loss)

  $47,664   $(16,510 $18,166  
  

 

 

  

 

 

  

 

 

 

       Accumulated Other Comprehensive Income (Loss) Additional Paid-In Capital   Total
 Common Stock Treasury StockAccumulatedStockholders'
 SharesAmountShares AmountDeficitEquity
Balance - September 27, 201346,419
 $46
 23
 $(330) $(167) $379,780
 $(132,188) $247,141
Capital contributions
 
 
 
 
 3,200
 
 3,200
Common control business combination
 
 
 
 
 (26,080)   (26,080)
Common control tax benefits
 
 
 
 
 6,069
   6,069
Stock option exercises515
 1
 
 
 
 2,218
 
 2,219
Vesting of restricted common stock and units536
 1
 
 
 
 
 
 1
Issuance of common stock pursuant to employee stock purchase plan150
 
 
 
 
 1,810
 
 1,810
Shares repurchased for tax withholdings on restricted stock awards(72) 
 
 
 
 (1,282) 
 (1,282)
Share-based compensation
 
 
 
 
 11,277
 
 11,277
Fair value of vested awards assumed in acquisition
 
 
 
 
 785
 
 785
Excess tax benefits
 
 
 
 
 (63) 
 (63)
Other comprehensive income, net of tax
 
 
 
 (1,187) 
 
 (1,187)
Net loss
 
 
 
 
 
 (15,323) (15,323)
Balance at October 3, 201447,548
 $48
 23
 $(330) $(1,354) $377,714
 $(147,511) $228,567
Net Proceeds from Stock Offering4,500
 5
 
 
 
 127,756
 
 127,761
Stock option exercises288
 
 
 
 
 2,613
 
 2,613
Vesting of restricted common stock and units704
 1
 
 
 
 
 
 1
Issuance of common stock pursuant to employee stock purchase plan176
 
 
 
 
 2,838
 
 2,838
Shares repurchased for tax withholdings on restricted stock awards(258) (1) 
   
 (8,555) 
 (8,556)
Share-based compensation
 
 
 
 
 20,655
 
 20,655
Excess tax benefits
 
 
 
 
 2,990
 
 2,990
Other comprehensive income, net of tax
 
 
 
 (925) 
 
 (925)
Net income
 
 
 
 
 
 48,589
 48,589
Balance at October 2, 201552,958
 $53
 23
 $(330) $(2,279) $526,011
 $(98,922) $424,533
Stock option exercises130
 
 
 
 
 1,253
 
 1,253
Vesting of restricted common stock and units750
 1
 
 
 
 
 
 1
Issuance of common stock pursuant to employee stock purchase plan154
 
 
 
 
 4,207
 
 4,207
Shares repurchased for tax withholdings on restricted stock awards(283) 
 
 
 
 (9,995) 
 (9,995)
Share-based compensation
 
 
 
 
 26,954
 
 26,954
Excess tax benefits
 
 
 
 
 3,079
 
 3,079
Other comprehensive income, net of tax
 
 
 
 11,318
 
 
 11,318
Net income
 
 
 
 
 
 1,434
 1,434
Balance at September 30, 201653,709
 $54
 23
 $(330) $9,039
 $551,509
 $(97,488) $462,784
See notes to consolidated financial statements.

M/A-COM



MACOM TECHNOLOGY SOLUTIONS HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

CASH FLOWS

(In thousands, except per share data)

          Accumulated
Other
Comprehensive
Loss
  Additional
Paid-In
Capital
  Accumulated
Deficit
  Total
Stockholders’
Equity
 
   Common Stock      Treasury Stock     
   Shares  Amount   Shares  Amount     

Balance — September 28, 2012

   45,452   $45     43   $(685 $(137 $361,616   $(150,384 $210,455  

Capital contributions

   —      —       —      —      —      8,435    —      8,435  

Stock option exercises

   614    1     —      —      —      604    —      605  

Vesting of restricted common stock and units

   248    —       —      —      —      —      —      —    

Issuance of common stock pursuant to employee stock purchase plan

   131    —       —      —      —      1,281    —      1,281  

Shares repurchased for tax withholdings on stock awards

   —      —       6    (77  —      —      —      (77

Retirement of treasury stock

   (26  —       (26  432    —      (432   —    

Share-based and other incentive compensation

   —      —       —      —      —      6,096    —      6,096  

Excess tax benefits

   —      —       —      —      —      2,180    —      2,180  

Other comprehensive income

   —      —       —      —      (30  —      —      (30

Net income

   —      —       —      —      —      —      18,196    18,196  
  

 

 

  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Balance — September 27, 2013

   46,419   $46     23   $(330 $(167 $379,780   $(132,188 $247,141  

Capital contributions

   —      —       —      —      —      3,200    —      3,200  

Common control business combination

   —      —       —      —      —      (26,080  —      (26,080

Common control tax benefits

   —      —       —      —      —      6,069    —      6,069  

Stock option exercises

   515    1     —      —      —      2,218    —      2,219  

Issuance of common stock pursuant to employee stock purchase plan

   150    —       —      —      —      1,810    —      1,810  

Vesting of restricted common stock and units

   536    1     —      —      —      —      —      1  

Shares repurchased for tax withholdings on stock awards

   (72  —       —      —      —      (1,282  —      (1,282

Share-based and other incentive compensation

   —      —       —      —      —      11,277    —      11,277  

Fair value of vested awards assumed in acquisition

   —      —       —      —      —      785    —      785  

Excess tax benefits

   —      —       —      —      —      (63  —      (63

Other comprehensive income

   —      —       —      —      (1,187  —      —      (1,187

Net loss

   —      —       —      —      —      —      (15,323  (15,323
  

 

 

  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Balance — October 3, 2014

   47,548   $48     23   $(330 $(1,354 $377,714   $(147,511 $228,567  

(Continued)

M/A-COM TECHNOLOGY SOLUTIONS HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(In thousands, except per share data)

         Accumulated
Other
Comprehensive
Loss
  Additional
Paid-In
Capital
  Accumulated
Deficit
  Total
Stockholders’
Equity
 
   Common Stock     Treasury Stock     
   Shares  Amount  Shares   Amount     

Balance — October 3, 2014

   47,548   $48    23    $(330 $(1,354 $377,714   $(147,511 $228,567  
  

 

 

  

 

 

  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Common stock issued, net of issuance costs

   4,500    5    —       —      —      127,756    —      127,761  

Vesting of restricted common stock and units

   704    1    —       —      —      —      —      1  

Stock option exercises

   288    —      —       —      —      2,613    —      2,613  

Issuance of common stock pursuant to employee stock purchase plan

   176    —      —       —      —      2,838    —      2,838  

Shares repurchased for tax withholdings on stock awards

   (258  (1  —        —      (8,555  —      (8,556

Share-based and other incentive compensation

   —      —      —       —      —      20,655    —      20,655  

Excess tax benefits

   —      —      —       —      —      2,990    —      2,990  

Other comprehensive income

   —      —      —       —      (925  —      —      (925

Net income

   —      —      —       —      —      —      48,589    48,589  
  

 

 

  

 

 

  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Balance — October 2, 2015

   52,958   $53    23    $(330 $(2,279 $526,011   $(98,922 $424,533  
  

 

 

  

 

 

  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

thousands)

 Fiscal Years
 2016 2015 2014
CASH FLOWS FROM OPERATING ACTIVITIES:     
  Net income (loss)$1,434
 $48,589
 $(15,323)
Adjustments to reconcile net (loss) income to net cash from operating activities (net of acquisitions):     
    Depreciation and intangible amortization70,591
 54,708
 34,618
    Share-based compensation26,954
 19,435
 11,277
    Warrant liability expense16,431
 6,020
 3,928
 Acquired inventory step-up amortization2,061
 5,533
 18,053
 Deferred financing costs amortization and write offs1,717
 1,651
 3,021
 Acquisition prepaid compensation amortization4,457
 9,623
 
    Gain from discontinued operations(7,500) (63,256) 
    Deferred income taxes(9,936) 7,835
 (13,328)
    Impairment of assets12,955
 3,500
 
    Other adjustments, net1,083
 740
 186
Change in operating assets and liabilities (net of acquisition):     
      Accounts receivable(17,209) (13,089) 2,223
      Inventories(24,708) 92
 (9,586)
      Prepaid expenses and other assets(2,412) 3,932
 (646)
      Accounts payable(1,075) (1,858) (7,140)
      Accrued and other liabilities10,862
 (5,640) (6,726)
      Income taxes(6,473) (12,512) (2,656)
      Prepaid compensation
 (14,586) 
      Deferred revenue
 (17,039) 7,571
           Net cash from operating activities79,232
 33,678
 25,472
CASH FLOWS FROM INVESTING ACTIVITIES:     
Acquisition of businesses, net(85,517) (208,352) (260,875)
Purchases of property and equipment(31,326) (38,252) (16,973)
Proceeds from sales and maturities of investments51,573
 
 
Purchases of investments(36,316) (40,183) 
Proceeds from discontinued operations7,500
 
 
Strategic investments
 1,500
 (5,250)
Acquisition of intellectual property(777) (3,346) (5,490)
Sale of product line
 
 12,000
Sale of businesses
 81,208
 12,345
           Net cash used in investing activities(94,863) (207,425) (264,243)
CASH FLOWS FROM FINANCING ACTIVITIES:     
Proceeds from stock option exercises and employee stock purchases5,460
 5,450
 4,028
Payments on notes payable(4,138) (3,500) (3,500)
Payments of assumed debt(9,938) (1,504) (40,917)
Repurchase of common stock(9,995) (8,626) (1,282)
Proceeds from stock offering, net of issuance costs
 127,761
 
Proceeds from revolving credit facility
 100,000
 245,000
Payments on revolving credit facility
 (100,000) (245,000)
Borrowings from notes payable247,625
 
 350,000
Excess tax benefits3,079
 2,990
 (63)
Capital contributions
 
 3,200
Other adjustments(4,739) (164) (9,106)
           Net cash from financing activities227,354
 122,407
 302,360
Foreign currency effect on cash(1,058) (243) (182)
NET CHANGE IN CASH AND CASH EQUIVALENTS210,665
 (51,583) 63,407
CASH AND CASH EQUIVALENTS — Beginning of year$122,312
 $173,895
 110,488
CASH AND CASH EQUIVALENTS — End of year$332,977
 $122,312
 $173,895
See notes to consolidated financial statements.

M/A-COM



MACOM TECHNOLOGY SOLUTIONS HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

   Fiscal Years 
   2015  2014  2013 

CASH FLOWS FROM OPERATING ACTIVITIES:

    

Net income (loss)

  $48,589   $(15,323 $18,196  

Adjustments to reconcile net income (loss) to net cash from operating activities (net of acquisition):

    

Depreciation and intangible amortization

   54,708    34,618    14,822  

Stock-based and other noncash incentive compensation

   19,435    11,277    6,096  

Warrant liability expense

   6,020    3,928    4,312  

Acquired inventory step-up amortization

   5,533    18,053    —    

Deferred financing costs amortization and write-offs

   1,651    3,021    321  

Gain on disposition of business

   (63,256  —      —    

Impairment of minority equity investment

   3,500    —      —    

Acquisition prepaid compensation amortization

   9,623    —      —    

Deferred income taxes

   7,835    (13,328  (4,650

Other adjustments

   740    186    (530

Change in operating assets and liabilities (net of acquisition):

    

Accounts receivable

   (13,089  2,223    (8,495

Inventories

   92    (9,586  3,368  

Prepaid expenses and other assets

   3,932    (646  (4,753

Prepaid compensation

   (14,586  —      —    

Accounts payable

   (1,858  (7,140  (3,642

Accrued and other liabilities

   (5,640  (6,726  4,337  

Income taxes

   (12,512  (2,656  3,714  

Deferred revenue

   (17,039  7,571    1,135  

Payment of contingent consideration

   —      —      (5,328
  

 

 

  

 

 

  

 

 

 

Net cash from operating activities

   33,678    25,472    28,903  
  

 

 

  

 

 

  

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES:

    

Purchases of property and equipment

   (38,252  (16,973  (12,336

Strategic investments

   1,500    (5,250  —    

Purchase of short-term investments

   (40,183  —      —    

Acquisition of intellectual property

   (3,346  (5,490  (897

Acquisition of businesses, net

   (208,352  (260,875  —    

Sale of product line

   —      12,000    —    

Sale of businesses

   81,208    12,345    —    
  

 

 

  

 

 

  

 

 

 

Net cash used in investing activities

   (207,425  (264,243  (13,233
  

 

 

  

 

 

  

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

    

Proceeds from stock offering, net of issuance costs of $827

   127,761    —      —    

Borrowings from revolving credit facility

   100,000    245,000    —    

Payments on revolving credit facility

   (100,000  (245,000  —    

Borrowings from notes payable

   —      350,000    —    

Payments on notes payable

   (3,500  (3,500  —    

Payments of assumed debt

   (1,504  (40,917  —    

Repurchase of common stock

   (8,626  (1,282  (77

Proceeds from stock option exercises and employee stock purchases

   5,450    4,028    1,886  

Capital contributions

   —      3,200    8,435  

Other adjustments

   2,826    (9,169  (26
  

 

 

  

 

 

  

 

 

 

Net cash from financing activities

   122,407    302,360    10,218  
  

 

 

  

 

 

  

 

 

 

Effect of exchange rate changes on cash and cash equivalents

   (243  (182  —    

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

   (51,583  63,407    25,888  

CASH AND CASH EQUIVALENTS — Beginning of year

  $173,895   $110,488    84,600  
  

 

 

  

 

 

  

 

 

 

CASH AND CASH EQUIVALENTS — End of year

  $122,312   $173,895   $110,488  
  

 

 

  

 

 

  

 

 

 

See notes to consolidated financial statements.

M/A-COM TECHNOLOGY SOLUTIONS HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. DESCRIPTION OF BUSINESS

M/A-COM

MACOM Technology Solutions Holdings, Inc. (the Company) was incorporated in Delaware on March 25, 2009. We are a leading provider of high-performance analog semiconductor solutions that enable the next-generation internet applications, the cloud connected apps economy and the modern, networked battlefield across the radio frequency (RF), microwave, millimeterwave and millimeterwavephotonic spectrum. We design and manufacture differentiated, high-value products for customers who demand high performance, quality and reliability.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation, Basis of Presentation and Reclassification—We have one reportable segment, semiconductors and modules. The accompanying consolidated financial statements include our accounts and the accounts of our majority-owned subsidiaries. Certain prior period financial statement amounts, including debt issuance costs, have been adjusted to conform to currently reported presentations. All intercompany balances and transactions have been eliminated in consolidation. Certain prior period financial statement amounts, including Automotive business discontinued operations have been adjusted to conform to current reported presentations.

We have a 52 or 53-week fiscal year ending on the Friday closest to the last day of September. The fiscal yearyears 2016 and 2015 includesincluded 52 weeks and fiscal year 2014 included 53 weeks and fiscal year 2013 included 52 weeks. To offset the effect of holidays, for fiscal years in which there are 53 weeks, we include the extra week arising in our fiscal years in the first quarter.

Use of Estimates—The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities during the reporting periods, the reported amounts of revenue and expenses during the reporting periods and the disclosure of contingent assets and liabilities at the date of the financial statements. On an ongoing basis, we base estimates and assumptions on historical experience, currently available information and various other factors that management believes to be reasonable under the circumstances. Actual results may differ materially from these estimates and assumptions.

Discontinued OperationsOperations—In the fourth quarter of fiscal year 2015, we divested our Automotive business. In the second quarter of fiscal year 2014, we sold assets of the non-core wireless business of Mindspeed. The operating results of these businesses are reflected in discontinued operations.

Foreign Currency Translation and Remeasurement—Our consolidated financial statements are presented in U.S. dollars. While the majority of our foreign operations use the U.S. dollar as the functional currency, the financial statements of our foreign operations for which the functional currency is not the U.S. dollar are translated into U.S. dollars at the exchange rates in effect at the balance sheet dates (for assets and liabilities) and at average exchange rates (for revenue and expenses). The unrealized translation gains and losses on the net investment in these foreign operations are accumulated as a component of other comprehensive income (loss).

The financial statements of our foreign operations where the functional currency is the U.S. dollar, but where the underlying transactions are transacted in a different currency, are remeasured at the exchange rate in effect at the balance sheet date with respect to monetary assets and liabilities. Nonmonetary assets and liabilities, such as inventories and property and equipment and related statements of operations accounts, such as cost of revenue and depreciation, are remeasured at historical exchange rates. Revenue and expenses, other than cost of revenue, amortization and depreciation, are translated at the average exchange rate for the period in which the transaction occurred. The net gains and losses on foreign currency remeasurement are reflected in selling, general

and administrative expense in the accompanying consolidated statements of operations. Net foreign exchange transaction gains and losses for all periods presented were immaterial.

Cash and Cash Equivalents—Cash equivalents are primarily composed of short-term, highly-liquid instruments with an original maturity of three months or less.less and consists primarily of money market funds and commercial paper.

Investments—We classify our investments as available-for-sale. Our investments classified as available-for-sale are recorded at fair value based upon quoted market pricesthird party pricing at period end. Unrealized gains and losses that are deemed temporary in nature are recorded in accumulated other comprehensive income and loss as a separate component of stockholders’ equity.

A decline in the fair value of any security below cost that is deemed other than temporary results in a charge to earnings and the corresponding establishment of a new cost basis for the security. Premiums and discounts are amortized (accreted) over the life of the related security as an adjustment to its yield. Dividend and interest income are recognized when earned. Realized gains and losses are included in earnings and are derived using the specific identification method for determining the cost of investments sold.

Inventories—Inventories are stated at the lower of cost or market. We use a combination of standard cost and moving weighted-average cost methodologies to determine the cost basis for our inventories, approximating a first-in, first-out basis. The standard cost of finished goods and work-in-process inventory is composed of material, labor and manufacturing overhead, which approximates actual cost. In addition to stating inventory at the lower of cost or market, we also evaluate inventory each reporting period for excess quantities and obsolescence, establishing reserves when necessary based upon historical experience, assessment of economic conditions and expected demand. Once recorded, these reserves are considered permanent adjustments to the carrying value of inventory.


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Property and Equipment—Property and equipment are stated at cost, less accumulated depreciation and amortization. Expenditures for maintenance and repairs are charged to expense as incurred, whereas major improvements that significantly extend the useful life of the assets are capitalized as additions to property and equipment.

Property and equipment are depreciated or amortized using the straight-line method over the following estimated useful lives:

Asset Classification

Estimated Useful Life  In Years

Buildings and improvements

40

Machinery and equipment

2 – 7

Computer equipment and software

2 – 5

Furniture and fixtures

7 – 10

Leasehold improvements

Shorter of useful life or term of lease

Goodwill and Indefinite-lived Intangible Assets—We have goodwill and certain intangible assets with indefinite-lives which are not subject to amortization; these are reviewed for impairment annually during our fiscal fourth quarteras of August 31st and more frequently if events or changes in circumstances indicate that the assets may be impaired. For our assessment of goodwill impairment we compare the carrying value of the reporting unit to the fair value of the Company. For our assessment of in-service indefinite-lived assets we compare the carrying value of the asset to the estimated fair value of the asset. For indefinite-lived assets not in service, such as in-process research and development, we performed a qualitative assessment using an assumption of ‘more likely than not’ to determine if there were any impairment indicators. If impairment exists, a loss would be recorded to write down the value of the indefinite-lived assets to their implied fair values. There have been no impairments of goodwill or indefinite-lived intangible assets in any period presented through October 2, 2015.September 30, 2016.

Other Intangible Assets—Our other intangible assets, including acquired technology and customer relationships, are definite-lived assets and are subject to amortization. We amortize definite-lived assets over

their estimated useful lives, which range from five to ten years, generally based on the pattern over which we expect to receive the economic benefit from these assets.

Impairment of Long-Lived Assets—Long-lived assets include property and equipment and definite-lived intangible assets subject to amortization. We evaluate long-lived assets for recoverability when events or changes in circumstances indicate that their carrying amounts may not be recoverable. Circumstances which could trigger a review include, but are not limited to, significant decreases in the market price of the asset or asset group, significant adverse changes in the business climate or legal factors, the accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset, current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset and a current expectation that the asset will more likely than not, be sold or disposed of significantly before the end of its previously estimated useful life.

In evaluating a long-lived asset for recoverability, we estimate the undiscounted cash flows expected to result from our use and eventual disposition of the asset. If the sum of the expected undiscounted cash flows is less than the carrying amount of the asset, an impairment loss, equal to the excess of the carrying amount over the fair value of the asset, is recognized. In fiscal year 2016 we recorded impairment charges related to our strategic decision to exit a product line and end programs associated with our GaN-on Silicon Carbide license and technology transfer. There were no impairments of long-lived assets in any periodprior periods presented. Intangible assets related to in-process research and development acquired are not amortized until the underlying asset begins revenue generating activity, at which time it is amortized over its estimated useful life. Intangibles related to abandoned in-process research and development projects are expensed in the period the project is abandoned.

There were no significant expenses related to abandoned in-process research and development projects in any prior period presented.

Revenue Recognition—We recognize revenue when: (i) persuasive evidence of an arrangement exists; (ii) delivery or services have been rendered; (iii) the price is fixed or determinable; and (iv) collectability is reasonably assured. We recognize revenue with the transfer of title and risk of loss and provide for reserves for returns and other allowances.

We generally do not provide customers other than distributors the right to return product, with the exception of warranty related matters. Accordingly, we do not typically maintain a reserve for customers. Shipping and handling fees billed to customers are recorded as revenue while the related costs are classified as a component cost of revenue. We provide warranties for certain products and accrue the costs of warranty claims in the period the related revenue is recorded.

Prior to fiscal year 2015, we had concluded that we had insufficient information as well as limited experience in estimating the effect of the right of distributors to return product and price protection and, accordingly, used the sell through approach of revenue recognition. Under this approach, we would recognize revenue from sales after the distributor resold the product to its end customer (the sell through basis). After concluding an extensive three year study of distributor related transactions, we completed an evaluation of our

54




revenue recognition policy and concluded that it was more appropriate to recognize revenue to distributors at the time of shipment to the distributor (sell-in basis). We believe
During fiscal year 2015, we now haveconcluded that we had sufficient data to predict future price adjustments from distributors and hashad a basis of being able to reasonably estimate these future price adjustments.

On Accordingly, on a consolidated basis, revenue from distribution customers was impacted by thea change in estimate accountsestimate. Revenues from distributors accounted for approximately 20-25%10-15% of total consolidated revenue. Certainrevenue at that time. The terms of certain agreements with distribution customers provide for rights of return and compensation credits until such time as our products are sold by the distributors to their end customers. We have agreements with some distribution customers for various programs, including compensation, volume-based pricing, obsolete inventory, new products and stock rotation. Sales to these distribution customers, as well as the existence of compensation programs, are in accordance with terms set forth in written agreements with these distribution customers. In general, credits allowed under these programs are capped based upon individual distributor agreements. We record charges associated with these programs as a reduction of revenue at the time of sale with a corresponding adjustment to accounts receivable based upon

historical activity. Our policy is to use a 12 month rolling historical experience rate and an estimated general reserve percentage in order to estimate the necessary allowance to be recorded.

During the first fiscal quarter ofyear ended October 2, 2015, we recorded corresponding adjustments related to this change in estimate to recognize previously deferred revenues. The net effect was an increase of $15.1 million, of which $12.4 million was from previously deferred revenue and $2.7 million was related to the change in distributor inventories. Additionally, we recognized the related deferred inventory costs of $4.7 million which resulted in a reduction to net loss of $8.5 million, or a reduction of $0.18 net loss per share when the change in estimate was recorded. The full year impact of this change in estimate resulted in additional revenue of $17.4 million and a net income of $7.7 million, or $0.15 earnings per share.

share during fiscal year 2015. We also established a new reserve of $5.6 million during the first quarter of fiscal year 2015 which was increased to $6.0 million for the fiscal year ended October 2, 2015 related to future rebates and returns under various programs associated with our distributor agreements. The amount of this reserve is largely driven by the individual distribution agreements and our business strategy whereby we will invoice the distributor at “list price”. We expect to issue compensation credits consistent with the distributor agreements. The difference between the list price and distributor selling price will vary by product grouping consistent with historical trends and marketing strategies. Historically, 90 percent of the credits issued to distributors are based on “list price” credits and 10 percent of the credits were for product returns and stock rotation rights, based upon the 12 month rolling historical experience rate.

The table below shows the changes in gross and net distributor revenue and reserve balances associated with the change in estimate for the fiscal year ended October 2, 2015 (in thousands):

  Three Months Ended  Fiscal Year 
  January 2,
2015
  April 3,
2015
  July 3,
2015
  October 2,
2015
  2015 

Gross revenue effect of one-time change in estimate (1)

 $17,028   $—     $—     $—     $17,028  

Gross revenue effect associated with change in estimate (2)

  3,636    4,687    (1,687  (351  6,285  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total gross revenue resulting from change in estimate

  20,664    4,687    (1,687  (351  23,313  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net revenue effect of one-time change in estimate (3)

  12,457    —      —       12,457  

Net revenue effect associated with change in estimate (4)

  2,643    3,686    (1,296  (134  4,899  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total net revenue resulting from change in estimate

  15,100    3,686    (1,296  (134  17,356  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Reserve for future returns and credits (5)

 $5,564   $1,001   $(391 $(217 $5,957  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

(1)This amount was recorded as deferred revenue as of October 3, 2014.

(2)This amount represents the impact of the change in estimate associated with increases in distributor inventories as compared to the prior reporting period.

(3)This amount represents the net revenue impact of the one-time change in estimate after applying the associated reserve for future credits and returns.

(4)This amount represents the impact of the change in estimate associated with increases in distributor inventories as compared to the prior reporting period after applying the associated reserve for future credits and returns.

(5)This amount reflects the change in the revenue reserve for future returns and credits.

Accounts Receivable Allowances—The activity in our accounts receivable allowances which includes compensation credits, customer returns, doubtful accounts and other items are as follows (in thousands):

   Fiscal year 
   2015  2014  2013 

Beginning balance

  $725   $514   $834  

Provisions (recoveries), net

   5,056    250    (259

Charge-offs

   (36  (39  (61
  

 

 

  

 

 

  

 

 

 

Ending balance

  $5,745   $725   $514  
  

 

 

  

 

 

  

 

 

 

Includes compensation credits and customer returns allowance of $5.5 million, $0.4 million and $0.3 million for fiscal years 2015, 2014 and 2013, respectively. Includes allowance for doubtful accounts of $0.2 million for fiscal 2015, 2014 and 2013.

Research and Development Costs—Costs incurred in the research and development of products are expensed as incurred.

Income Taxes—Deferred tax assets and liabilities are recognized based on temporary differences between the financial reporting and income tax bases of assets and liabilities, using rates anticipated to be in effect when such temporary differences reverse. A valuation allowance against net deferred tax assets is required if, based upon the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.

We provide reserves for potential payments of tax to various tax authorities related to uncertain tax positions and other issues. Reserves are based on a determination of whether and how much of a tax benefit is taken by us in our tax filings or positions and that are more likely than not to be realized following an examination by taxing authorities. We recognize the financial statement benefit of an uncertain tax position only after considering the probability that a tax authority would sustain the position in an examination. For tax positions meeting a “more-likely-than-not” threshold, the amount recognized in the financial statements is the benefit expected to be realized upon settlement with the tax authority. For tax positions not meeting the threshold, no financial statement benefit is recognized. Potential interest and penalties associated with such uncertain tax positions are recorded as a component of income tax expense.

Nitronex elected, for U.S. income tax purposes, to be taxed as a limited-liability company. As such, for the periods prior to its acquisition by us, Nitronex’s federal and state income taxes are the responsibility of GaAs Labs and no provision for income taxes is recorded in the financial statements for such periods.

Earnings Per Share—Basic net income (loss) per share is computed by dividing net income (loss) attributable to common stockholders by the weighted-average number of common shares outstanding during the period, excluding the dilutive effect of common stock equivalents. Diluted net income (loss) per share reflects the dilutive effect of common stock equivalents, such as stock options, warrants and restricted stock units, using the treasury stock method.

Fair Value Measurements—Financial assets and liabilities are measured at fair value. Fair value is an exit price, representing the amount that would be received from the sale of an asset or paid to transfer a liability at the measurement date under current market conditions in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, we group financial assets and liabilities in a three-tier fair value hierarchy, according to the inputs used in measuring fair value as follows: Level 1—observable inputs such as quoted prices in active markets for identical assets and liabilities; Level 2—inputs other than quoted prices in active markets that are observable either directly or indirectly, such as quoted prices in active markets for similar assets and liabilities, quoted prices for identical assets and liabilities in markets that are not active and model-based valuation techniques for which significant assumptions are observable in active markets; and, Level 3—unobservable inputs for which there is little or no market data, requiring us to develop our own assumptions for model-based valuation techniques. This hierarchy requires us to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value.

The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities approximate fair value due to the short-term nature of these assets and liabilities.

Contingent Consideration—We estimate and record at the acquisition date, the fair value of contingent consideration making up part of the purchase price consideration for acquisitions. Additionally, at each reporting period, we estimate the change in the fair value of contingent consideration and any change in fair value is recognized in the consolidated statements of operations. We estimate the fair value of contingent consideration by discounting the associated expected cash flows, using a probability-weighted, discounted cash flow model. The estimate of the fair value of contingent consideration requires subjective assumptions to be made regarding future operating results, discount rates and probabilities assigned to various potential operating result scenarios.

Share-Based Compensation—We account for all share-based compensation arrangements using the fair value method. We recognize compensation expense over the requisite service period of the award, which is generally the vesting period, using the straight-line method and providing that the minimum amount of compensation recorded is equal to the vested portion of the award. We record

55




the expense in the consolidated statements of operations in the same manner in which the award recipients’ salary costs are classified. We use the Black-Scholes option-pricing model to estimate the fair value of stock options with service and performance conditions, inclusive of assumptions for risk-free interest rates, dividends, expected terms and estimated volatility. We derive the risk-free interest rate assumption from the U.S. Treasury’s rates for U.S. Treasury zero-coupon bonds with maturities similar to the expected term of the award being valued. We base the assumed dividend yield on its expectation of not paying dividends in the foreseeable future. We calculate the weighted-average expected term of the options using the simplified method, which is a method of applying a formula that uses the vesting term and the contractual term to compute the expected term of a stock option. The decision to use the simplified method is based on a lack of relevant historical data, due to our limited operating experience. In addition, due to our limited historical data, we incorporate the historical volatility of comparable companies with publicly available share prices to determine estimated volatility. The accounting for stock options requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates.

Guarantees and Indemnification Obligations—We enter into agreements in the ordinary course of business with, among others, customers, distributors and original equipment manufacturers (OEM). Most of these agreements require us to indemnify the other party against third-party claims alleging that a Company product infringes a patent and/or copyright. Certain agreements in which we grant limited licenses to specific Company trademarks require us to indemnify the other party against third-party claims alleging that the use of the licensed trademark infringes a third-party trademark. Certain of these agreements require us to indemnify the other party against certain claims relating to property damage, personal injury or the acts or omissions, its employees, agents or representatives. In addition, from time to time, we have made certain guarantees in the form of warranties regarding the performance of Company products to customers.

We have agreements with certain vendors, creditors, lessors and service providers pursuant to which we have agreed to indemnify the other party for specified matters, such as acts and omissions, its employees, agents or representatives.

We have procurement or license agreements with respect to technology that are used in our products and agreements in which we obtain rights to a product from an OEM. Under some of these agreements, we have agreed to indemnify the supplier for certain claims that may be brought against such party with respect to our acts or omissions relating to the supplied products or technologies.

Our certificate of incorporation and agreements with certain of our directors and officers and certain of our subsidiaries’ directors and officers provide them indemnification rights, to the extent legally permissible, against liabilities incurred by them in connection with legal actions in which they may become involved by reason of their service as a director or officer. As a matter of practice, we have maintained director and officer liability insurance coverage, including coverage for directors and officers of acquired companies.

We have not experienced any losses related to these indemnification obligations in any period presented and no claims with respect thereto were outstanding as of September 30, 2016 and October 2, 2015. We do not expect significant claims related to these indemnification obligations and, consequently, have concluded that the fair value of these obligations is negligible. No liabilities related to indemnification liabilities have been established.

Recent Accounting Pronouncements—In May 2014, the FASBFinancial Accounting Standards Board (FASB) issued ASUAccounting Standards Update (ASU) 2014-09,Revenue from Contracts with Customers. ASU 2014-09 requires revenue recognition to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2014-09 sets forth a new revenue recognition model that requires identifying the contract, identifying the performance obligations, determining the transaction price, allocating the transaction price to performance obligations and recognizing the revenue upon satisfaction of performance obligations. The amendments in ASU 2014-09 can be applied either retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying the update recognized at the date of the initialapplicationinitial application along with additional disclosures. On July 9, 2015, the FASB voted to defer the effective date by one year to interim and annual reporting periods beginning after December 15, 2017, and permitted early adoption of the standard, but not for periods beginning on or before the original effective date of December 15, 2016. We have not yet selected a transition method and are currently evaluating the impact of ASU 2014-09.

In June 2014, the FASB issued ASU 2014-12-Compensation-Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period (a consensus of the FASB Emerging Issues Task Force)which addresses how to account for share-based performance awards including determining rendering service on the date the performance target is achieved. We are currently evaluating the impact of ASU 2014-12, which is effective for annual periods and interim periods within those annual periods, beginning after December 15, 2015.

In February 2015, the FASB issued ASU 2015-02,Consolidation: Amendments to the Consolidation Analysis.ASU 2015-02 address concerns regarding the current accounting for consolidation of certain legal entities. A reporting entity may apply the amendments in this Update using a modified retrospective approach by recording a cumulative-effect adjustment to equity as of the beginning of the fiscal year of adoption. A reporting entity also may apply the amendments retrospectively. We are currently evaluating the impact of ASU 2015-02, which is effective for us in our fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015.

In April 2015, the FASB issued ASU 2015-03,Interest-Imputation of Interest: Simplifying the Presentation of Debt Issuance Costs.Costs. To simplify presentation of debt issuance costs, ASU 2015-03 requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts.  We are currently evaluating the impact whichASU 2015-03 is effective for us in ourfiscal years and interim periods within those fiscal years, beginning after December 15, 2015, and interim periods within thoseearly adoption is permitted. We have retroactively adopted this guidance for our fiscal years.

In Augustyear ended October 2, 2015, the FASB issued Accounting Standards Update 2015-15 (“ASU 2015-15”),“Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements.” ASU 2015-15 supplementsas a result we reclassified the requirements of ASU 2015-03 by allowing an entity to defer and present debt issuance costs related toassociated with our Term Loans as a line of credit arrangement as an asset and subsequently amortize the deferred costs ratably over the termdirect reduction of the line of credit arrangement. We are currently evaluating the impact and do not expect the adoption to have a material impact onrecognized debt liabilities in our accompanying consolidated financial statements.balance sheet.

In September 2015, the FASB issued ASU 2015-16, Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments, which eliminates the requirement for an acquirer in a business combination to account for measurement-period adjustments retrospectively. Acquirers would now recognize measurement-period adjustments during the period in which they determine the amount of the adjustment. This ASU is effective for annual and interim reporting periods beginning after December 15, 2015, including interim periods within those fiscal years, and should be applied prospectively to adjustments for provisional amounts that occur after the effective date with early adoption permitted for financial statements that have not been issued. We do not expect the adoption of this guidance to have a material impact on our consolidated financial statements.


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EvaluationIn November 2015, the FASB issued ASU No. 2015-17, Balance Sheet Classification of Subsequent Events—Management has evaluated subsequent events for potential recognition or disclosureDeferred Taxes.  This update simplifies the presentation of deferred income taxes by eliminating the current requirements to classify deferred income tax assets and liabilities between current and noncurrent.  The amendments in this update require that deferred tax assets and liabilities be classified as noncurrent in a classified statement of financial position.  For public business entities, the standard is effective in the accompanying audited consolidated financial statements through the dateannual reporting periods beginning after December 15, 2016.  Early adoption is permitted as of the issuancebeginning of any interim or annual reporting period and can be applied either prospectively or retrospectively to all periods presented.  We have elected to adopt this standard early and have implemented the change prospectively as of the consolidated financial statements. Subsequent events are events or transactions that occurred aftersecond quarter of fiscal 2016; prior periods were not adjusted.  Upon adoption in the balance sheet date but before the accompanying consolidated financial statements are issued. Seesecond quarter of fiscal 2016, we included our current deferred income tax assets with our noncurrent deferred income tax assets; no adjustments were made to deferred tax liabilities. Refer to Note 2516 to the Consolidated Financial Statements.Statements for additional information.

In January 2016, the FASB issued ASU 2016-01, Recognition and Measurement of Financial Liabilities. This update makes amendments to the guidance in U.S. GAAP on the classification and measurement of financial instruments. The new standard significantly revises an entity's accounting related to (1) the classification and measurement of investments in equity securities and (2) the presentation of certain fair value changes for financial liabilities measured at fair value. It also amends certain disclosure requirements associated with the fair value of financial instruments. ASU 2016-01 is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. We are evaluating the effect that the updated standard will have on our consolidated financial statements and related disclosures.
In February 2016, the FASB issued ASU 2016-02, Leases, whichincreases transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. Certain qualitative and quantitative disclosures are required, as well as a retrospective recognition and measurement of impacted leases. The new guidance is effective for fiscal years and interim periods within those years beginning after December 15, 2018, with early adoption permitted. We are evaluating the effect that the updated standard will have on our consolidated financial statements and related disclosures.
In March 2016, the FASB issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting, which simplifies several aspects of the accounting for employee share-based payment transactions for both public and nonpublic entities, including the accounting for income taxes, forfeitures and statutory tax withholding requirements, as well as classification in the statement of cash flows. Early adoption is permitted and the updated standard must be adopted no later than our fiscal first quarter of fiscal 2018. We are evaluating the effect that the updated standard will have on our consolidated financial statements and related disclosures.
In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments. This update amends the guidance on reporting credit losses for assets held at amortized cost basis and available for sale debt securities. For available for sale debt securities, credit losses should be measured in a manner similar to current GAAP; however, this update will require that credit losses be presented as an allowance rather than as a write-down. ASU 2016-13 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. We are evaluating the effect that the updated standard will have on our consolidated financial statements and related disclosures.
In August 2016, the FASB issued ASU 2016-15, Classification of Certain Cash Receipts and Cash Payments. This Update addresses debt prepayment or debt extinguishment costs, settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims, proceeds from the settlement of corporate-owned life insurance policies, distributions received from equity method investees, beneficial interests in securitization transactions and separately identifiable cash flows and application of the predominance principle. ASU 2016-15 is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. We are evaluating the effect that the updated standard will have on our consolidated financial statements and related disclosures.
In October 2016, the FASB issued ASU 2016-16, Intra-Entity Transfers of Assets Other Than Inventory. This update amends the guidance on recognizing the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. Consequently, the amendment eliminates the exception for an intra entity transfer of an asset other than inventory. ASU 2016-16 is effective for annual reporting periods beginning after December 15, 2017, including interim reporting periods within those annual reporting periods. We are evaluating the effect that the updated standard will have on our consolidated financial statements and related disclosures.
3. ACQUISITIONS
Acquisition of FiBest Limited

On December 9, 2015, we completed the acquisition of FiBest Limited (FiBest) a Japan-based merchant market component supplier of optical sub-assemblies (FiBest Acquisition). We acquired FiBest to expand our position in optical networking components. In connection with the FiBest Acquisition, all of the outstanding equity interests (including outstanding options) of FiBest were exchanged for aggregate consideration of $59.1 million including cash of $47.5 million and assumed debt of $11.6 million. We funded the FiBest Acquisition with cash on hand. For the fiscal year ended September 30, 2016, we recorded transaction costs of $2.7 million as selling, general and administrative expense related to this acquisition. The FiBest Acquisition was accounted for as a stock purchase and the operations of FiBest have been included in our consolidated financial statements since the date of acquisition.

We recognized the FiBest assets acquired and liabilities assumed based upon the fair value of such assets and liabilities measured as of the date of acquisition. The aggregate purchase price for FiBest is being allocated to the tangible and identifiable intangible

57




assets acquired and liabilities assumed based on their estimated fair values at the date of acquisition. The excess of the purchase price over the fair value of the acquired net assets represents cost and revenue synergies specific to the Company, as well as non-capitalizable intangible assets, such as the employee workforce acquired, and has been allocated to goodwill, none of which will be tax deductible.
During the fiscal year ended September 30, 2016, we recorded adjustments to our preliminary allocation of $0.9 million primarily related to a deferred tax liability and inventory valuation associated with the acquisition of FiBest. The purchase accounting is preliminary and subject to completion of certain areas and therefore the purchase price allocation remains preliminary as of September 30, 2016. The adjustments arising from the completion of the outstanding matters could materially affect the preliminary purchase accounting. We expect to finalize our allocation of purchase price when our review has been completed during calendar year 2016. The adjusted preliminary allocation of purchase price as of September 30, 2016, is as follows (in thousands):
 Preliminary Allocation  Allocation Adjustments  Adjusted Allocation
        
Current assets$10,850
 $(405) $10,445
Intangible assets45,650
  
  45,650
Other assets3,334
  (17)  3,317
Total assets acquired59,834
  (422)  59,412
Liabilities assumed:       
Debt11,627
  
  11,627
Deferred income taxes12,932
  (1,274)  11,658
Other liabilities3,968
  
  3,968
Total liabilities assumed28,527
  (1,274)  27,253
Net assets acquired31,307
  852
  32,159
Consideration:       
Cash paid upon closing, net of cash acquired47,517
  
  47,517
Goodwill$16,210
 $(852) $15,358
The components of the acquired intangible assets on a preliminary basis were as follows (in thousands):
 Amount Useful Lives (Years)
Developed technology$9,400
 7
Customer relationships36,250
 10
 $45,650
  
The overall weighted-average life of the identified intangible assets acquired in the FiBest Acquisition is estimated to be 9.4 years and the assets are being amortized over their estimated useful lives based upon the pattern over which we expect to receive the economic benefit from these assets.
The following is a summary of FiBest revenue and earnings included in our accompanying consolidated statements of operations for the fiscal year ended September 30, 2016 (in thousands):
  Amount
Revenue$30,540
Loss before income taxes (4,616)
Unaudited Supplemental Pro Forma Data—The pro forma statements of operations data for the fiscal year ended September 30, 2016 and October 2, 2015 below give effect to the FiBest Acquisition, described above, as if it had occurred at October 4, 2014. These amounts have been calculated after applying our accounting policies and adjusting the results of FiBest to reflect; transaction costs, retention compensation expense, the impact of the step-up to the value of acquired inventory, as well as the additional intangible amortization that would have been charged assuming the fair value adjustments had been applied and incurred since October 4, 2014. This pro forma data is presented for informational purposes only and does not purport to be indicative of our future results of operations.

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 Fiscal Year Ended
   September 30, 2016  October 2, 2015
Revenue$551,964
$444,991
Net income (loss) (3,324)  36,715
Acquisition of Aeroflex/Metelics Inc.On December 14, 2015, we acquired Aeroflex/Metelics, Inc. (Metelics), a diode supplier for aggregate cash consideration of $37.1 million, subject to customary working capital and other adjustments (Metelics Acquisition). We acquired Metelics to expand our diode business. We funded the acquisition with cash on hand. The Metelics Acquisition was accounted for as a stock purchase and the operations of Metelics have been included in our consolidated financial statements since the date of acquisition. For the fiscal year ended September 30, 2016, we recorded transaction costs of $0.5 million as selling, general and administrative expenses related to this acquisition.
We recognized the Metelics assets acquired and liabilities assumed based upon the fair value of such assets and liabilities measured as of the date of acquisition. The aggregate purchase price for Metelics is being allocated to the tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values at the date of acquisition. The excess of the purchase price over the fair value of the acquired net assets represents cost and revenue synergies specific to the Company, as well as non-capitalizable intangible assets, such as the employee workforce acquired, and has been allocated to goodwill, which will be tax deductible due to a 338(h)(10) election.
During the fourth quarter ended September 30, 2016, we recorded an adjustment to our preliminary allocation of $3.5 million primarily associated with the physical inventory and fixed assets review which reduced current and other assets acquired and increases to intangible assets. During fiscal year 2016, we finalized the working capital adjustment resulting in a reduction of the cash consideration paid of $0.9 million. The purchase accounting is preliminary and subject to completion including certain fair value measurements. The adjustments arising from the completion of the outstanding matters may materially affect the preliminary purchase accounting. We will finalize our allocation of purchase price during calendar year 2016. The adjusted preliminary allocation of purchase price as of September 30, 2016, is as follows (in thousands):
  Preliminary Allocation Allocation Adjustments Adjusted Allocation
       
Current assets $15,250
 $(2,636) $12,614
Intangible assets 19,700
 1,200
 20,900
Other assets 6,249
 (3,160) 3,089
Total assets acquired 41,199
 (4,596) 36,603
Liabilities assumed:      
Other liabilities 7,401
 (200) 7,201
Total liabilities assumed 7,401
 (200) 7,201
Net assets acquired 33,798
 (4,396) 29,402
Consideration:      
Cash paid upon closing, net of cash acquired 38,000
 (875) 37,125
Goodwill $4,202
 $3,521
 $7,723
The components of the acquired intangible assets on a preliminary basis were as follows (in thousands):
 Amount Useful Lives (Years)
Developed technology$1,000
 7
Customer relationships19,900
 10
 $20,900
  
The overall weighted-average life of the identified intangible assets acquired in the Metelics Acquisition is estimated to be 9.9 years and the assets are being amortized over their estimated useful lives based upon the pattern over which we expect to receive the economic benefit from these assets.
The following is a summary of Metelics revenue and earnings included in our accompanying consolidated statements of operations for the fiscal year ended September 30, 2016 (in thousands):

59




  Amount
Revenue $33,552
Income before income taxes 3,372
Unaudited Supplemental Pro Forma Data—The pro forma statements of operations data for the fiscal year ended September 30, 2016 and October 2, 2015, below, give effect to the Metelics Acquisition, described above, as if it had occurred at October 4, 2014. These amounts have been calculated after applying our accounting policies and adjusting the results of Metelics to reflect the transaction costs, the impact of the step-up to the value of acquired inventory, as well as, the additional intangible amortization that would have been charged assuming the fair value adjustments had been applied and incurred since October 4, 2014. This pro forma data is presented for informational purposes only and does not purport to be indicative of our future results of operations.
  Fiscal Year Ended
  September 30, 2016 October 2, 2015
Revenue $553,174
 $459,048
Net income (loss) 1,183
 45,107
Acquisition of BinOptics CorporationOn December 15, 2014, we completed the acquisition of BinOptics Corporation (BinOptics), a supplier of high-performance photonic semiconductor products.products (BinOptics Acquisition). In accordance with the relatedAgreement and Plan of Merger, all of the outstanding equity interests (including outstanding warrants) ofBinOptics were exchanged for aggregate consideration of approximately $208.4 million in cash. In addition we paid $14.6 million as part of a related retention escrow agreement designed to retain certain BinOptics employees. This $14.6 million was included in the terms of the purchase agreement and has been accounted for as a post-closing prepaid expense. We funded the BinOptics Acquisition with a combination of cash on hand and the incurrence of $100.0 million of additional borrowings under our existing Revolving Facility. For the twelve monthsfiscal year ended October 2, 2015, we recorded transaction costs of approximately $4.2 million related to the BinOptics Acquisition in selling, general and administrative expense in the accompanying consolidated statements of operations.

The BinOptics Acquisition was accounted for as a purchase and the operations of BinOptics have been included in our consolidated financial statements since the date of acquisition.

We recognize the BinOpticshave recognized BinOptics' assets acquired and liabilities assumed based upon the fair value of such assets and liabilities measured as of the date of acquisition. The aggregate purchase price for BinOptics is beinghas been allocated to the tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values at the date of acquisition. The excess of the purchase price over the fair value of the acquired net assets represents cost and revenue synergies specific to the Company, as well as non-capitalizable intangible assets, such as the employee workforce acquired, and has been allocated to goodwill, none of which is tax deductible.

The Company expects to finalize its

We finalized our allocation of purchase price within 12 monthsduring the first quarter of December 15, 2014.fiscal year 2016. The preliminaryfinal allocation of purchase price as of October 2, 2015, isJanuary 1, 2016, was as follows (in thousands):

   Original
Allocation
   Allocation
Adjustments
   October 2, 2015
Adjusted
Allocation
 

Current assets

  $41,836    $(18,162  $23,674  

Intangible assets

   135,254     1,646     136,900  

Other assets

   14,090     (4,896   9,194  
  

 

 

   

 

 

   

 

 

 

Total assets acquired

   191,180     (21,412   169,768  
  

 

 

   

 

 

   

 

 

 

Liabilities assumed:

      

Debt

   1,491     1,044     2,535  

Deferred income taxes

   37,745     (4,400   33,345  

Other liabilities

   12,810     296     13,106  
  

 

 

   

 

 

   

 

 

 

Total liabilities assumed

   52,046     (3,060   48,986  
  

 

 

   

 

 

   

 

 

 

Net assets acquired

   139,134     (18,352   120,782  
  

 

 

   

 

 

   

 

 

 

Consideration:

      

Cash paid upon closing, net of cash acquired

   224,114     (15,762   208,352  
  

 

 

   

 

 

   

 

 

 

Goodwill

  $84,980    $2,590    $87,570  
  

 

 

   

 

 

   

 

 

 

The $15,762 of allocation adjustments shown above in the “Cash paid upon closing, net of cash acquired” caption consists of the following (in thousands):

   Cash paid upon
closing, net of
cash acquired
 

Original Allocation

  $224,114  

Reclassification of prepaid compensation

   (14,586

Reclassification of assumed capital lease debt

   (1,044

Reclassification of escrow fees

   (17

Cash received from acquiree related to working capital true-up

   (115
  

 

 

 

Allocation Adjustments

   (15,762
  

 

 

 

Adjusted Allocations at October 2, 2015

  $208,352  
  

 

 

 

The prepaid compensation item above is to reclassify the employee retention escrow payment previously reported as a cash outflow from investing activities, to cash outflows from operating activities. The assumed capital lease debt item above is to show the gross capital lease debt assumed in the acquisition, not previously shown as part of purchase consideration.

  October 2, 2015 Allocation Allocation Adjustments January 1, 2016 Adjusted Allocation
       
Current assets $23,674

$(1,100)
$22,574
Intangible assets136,900  400
 137,300
Other assets9,194  
 9,194
Total assets acquired169,768  (700) 169,068
Liabilities assumed:     
Debt2,535  
 2,535
Deferred income taxes33,345  99
 33,444
Other liabilities13,106  
 13,106
Total liabilities assumed48,986  99
 49,085
Net assets acquired120,782  (799) 119,983
Consideration:     
Cash paid upon closing, net of cash acquired208,352  
 208,352
Goodwill $87,570
 $799
 $88,369

60




The components of the acquired intangible assets on a preliminary basis arewere as follows (in thousands):

   Amount   Useful Lives
(Years)
 

Developed technology

  $17,500     7  

Customer relationships

   119,400     10  
  

 

 

   
  $136,900    
  

 

 

   

  Amount Useful Lives (Years)
Developed technology$17,500
 7
Customer relationships119,800  10
 $137,300   
The overall weighted-average life of the identified intangible assets acquired in the BinOptics Acquisition is estimated to be 9.6 years and the assets are being amortized over their estimated useful lives based upon the pattern over which we expect to receive the economic benefit from these assets.

The purchase accounting is preliminary and subject to completion including the areas of taxation where we are finalizing a study of the potential utilization of acquired net operating losses is not yet complete, and certain fair value measurements, particularly the finalization of the valuation assessment of the acquired tangible and intangible assets. The adjustments arising from the completion of the outstanding matters may materially affect the preliminary purchase accounting.

The following is a summary of BinOptics revenue and earnings included in the accompanyingour consolidated statements of operations for the twelve monthsfiscal year ended October 2, 2015 (in thousands):

   Twelve Months Ended
October 2, 2015
 

Revenue

  $61,549  

Income before income taxes

   354  

 Fiscal Year Ended
 October 2, 2015
Revenue$61,549
Income before income taxes354
Unaudited Supplemental Pro Forma DataData—The pro forma statements of operations data for the twelve monthsfiscal year ended October 2, 2015, and October 3, 2014, below, give effect to the BinOptics Acquisition, described above, as if it had occurred at September 28, 2013. These amounts have been calculated after applying our accounting policies and adjusting the results of BinOptics to reflect the acquisition costs of $9.3 million, change of control and retention payments, the impact of the step-up to the value of the acquired inventory, as well as additional amortization that would have been charged assuming the fair value adjustments to intangible assets and additional interest expense on acquisition-related borrowings had been applied and incurred since

September 28, 2013. This pro forma data is presented for informational purposes only and does not purport to be indicative of our future results of operations.

   Twelve Months Ended 
   October 2,
2015
   October 3,
2014
 

Revenue

  $428,440    $384,452  

Loss from continuing operations before income taxes

   (3,489   (98,119

The table above represents proforma net income (loss) which differs from the actual results due to adjustments related to inventory step-up and intangible amortization expense which were reflected in fiscal 2014, as well as compensation costs paid to BinOptics employees and transaction costs paid to third parties in connection with the BinOptics acquisition.

Acquisition of Mindspeed Technologies, Inc.—On December 18, 2013, we completed the acquisition of Mindspeed Technologies, Inc. (Mindspeed), a supplier of semiconductor solutions for communications infrastructure applications (Mindspeed Acquisition). We acquired Mindspeed to further our expansion into high-performance analog products.

We completed the Mindspeed Acquisition through a cash tender offer (Offer) by Micro Merger Sub, Inc. (Merger Sub), a wholly-owned subsidiary, for all of the outstanding shares of common stock, par value $0.01 per share, of Mindspeed (Shares) at a purchase price of $5.05 per share, net to the seller in cash, without interest, less any applicable withholding taxes (Offer Price). Immediately following the Offer, Merger Sub merged with and into Mindspeed, with Mindspeed surviving as a wholly-owned subsidiary. At the effective time of the merger, each Share not acquired in the Offer (other than shares held by us, Merger Sub and Mindspeed, and shares of restricted stock assumed by us in the merger) was converted into the right to receive the Offer Price. We funded the Mindspeed Acquisition through the use of available cash and borrowings under its revolving credit facility (see Note 8 below). The aggregate purchase price for the Shares, net of cash acquired, was $232.0 million and we assumed $81.3 million of liabilities and incurred costs of $4.5 million expensed during fiscal year 2014.

The Mindspeed Acquisition was accounted for as a purchase and the operations of Mindspeed have been included in our consolidated financial statements since the date of acquisition.

We are recognizing all assets acquired and liabilities assumed based upon the fair value of such assets and liabilities measured as of the date of acquisition. The aggregate purchase price for Mindspeed is being allocated to the tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values at the date of acquisition. None of the goodwill resulting from this acquisition is deductible for tax purposes.

We completed the allocation of purchase price during the fourth quarter of fiscal 2014, as follows (in thousands):

   Final Allocation 

Assets acquired:

  

Current assets

  $50,612  

Intangible assets

   138,663  

Deferred income taxes

   92,881  

Other assets

   31,788  
  

 

 

 

Total assets acquired

   313,944  
  

 

 

 

Liabilities assumed:

  

Current liabilities

   35,270  

Debt

   40,177  

Other long-term liabilities

   5,865  
  

 

 

 

Total liabilities assumed

   81,312  
  

 

 

 

Net assets acquired

   232,632  
  

 

 

 

Consideration:

  

Cash paid upon closing, net of cash acquired

  $232,028  

Fair value of vested awards assumed in acquisition

   785  
  

 

 

 

Total consideration

   232,813  
  

 

 

 

Goodwill

   181  
  

 

 

 

In connection with the Mindspeed Acquisition, we assumed all of the outstanding options and all unvested restricted stock awards under Mindspeed’s equity plans and converted such options and stock awards into equivalent awards under the same general terms and conditions as were in existence with adjustments made to shares and exercise prices, if any, pursuant to a formula stipulated in the terms of the acquisition. The fair value of the assumed options and stock awards was $4.1 million, of which $0.8 million relates to vested stock options which has been included in the purchase consideration and the remainder relates to unvested stock options and stock awards, which will be expensed as the remaining services are provided.

The elements of the acquired intangible assets were as follows (in thousands):

   Amount   Useful  Lives
(Years)

Developed technology

  $109,263    7

Customer relationships

   11,430    10

In-process research and development

   17,970    N/A
  

 

 

   
  $138,663    
  

 

 

   

The overall weighted-average life of the identified intangible assets acquired in the acquisition is estimated to be seven years.

The following is a summary of Mindspeed revenue and earnings included in our accompanying consolidated statements of operations for fiscal year 2014 (in thousands):

Revenue

  $94,613  

Loss from continuing operations before income taxes

   (9,266

Unaudited Supplemental Pro Forma Data—The pro forma statements of operations data for fiscal year 2014 below give effect to the Mindspeed Acquisition, described above, as if it had occurred at September 29, 2012. These amounts have been calculated after applying our accounting policies and adjusting the results of Mindspeed to reflect the acquisition costs of $4.5 million paid by us, $14.1 million of restructuring charges and change-in-control payments, the impact of the step-up to fair value of the acquired inventory, as well as the additional depreciation and amortization that would have been charged assuming the fair value adjustments to property, plant and equipment and intangible assets and additional interest expense on acquisition-related borrowings had been applied and incurred since September 29, 2012. This supplement pro forma earnings for fiscal year 2014 and 2013 were adjusted to exclude discontinued operations.28, 2013. This pro forma data is presented for informational purposes only and does not purport to be indicative of our future results of operations.

   Twelve Months Ended 
   October 3,
2014
   September 27,
2013
 
   (in thousands) 

Revenue

  $358,645    $380,362  

Loss from continuing operations before income taxes

   (21,164   (43,007

Acquisition under Common Control—On February 13, 2014, we acquired Nitronex, an entity under common control, through a cash payment of $26.1 million for all of the outstanding ownership interests of Nitronex. We funded the Nitronex Acquisition through the use of available cash and borrowings under its revolving credit facility. The purchase price includes $3.9 million held on account by a third-party escrow agent pending any claims by us in connection with general representation matters made by GaAs Labs in the transaction. The indemnification period expired in August 2015, at which point all but $500,000 of the escrow fund was released to GaAs Labs and the remainder was retained by the escrow agent pending final resolution of an outstanding indemnity claim.

Other Acquisitions—In the fiscal fourth quarter of 2014 we acquired two businesses, IKE Micro and Photonic Controls. The first acquisition, IKE Micro, is a specialized build-to-print house based in Nashua, New Hampshire. The primary purpose of IKE Micro acquisition is to drive COGS reductions and further improve gross margin in our Optoelectronics business. The second acquisition, Photonic Controls, is a small design company based in Corning, New York which specializes in photonic semiconductor development and system design. Their primary focus is to design silicon photonic chips for 100G/400G optical networks and future aerospace and defense applications.

The assets acquired and liabilities assumed were recorded at their fair values and operating results were included in the consolidated financial statements from the date of acquisition. All accounting has been completed for the acquisitions, which resulted in goodwill of $3.9 million and intangible assets, including manufacturing know-how and customer relationships, of $1.6 million recorded on the date of acquisition, which will be amortized over 7-10 years. Additionally, we recorded a contingent consideration liability of $1.2 million related to the acquisition of Photonic Controls which is included in other long-term liabilities in the accompanying consolidated balance sheet as of October 2, 2015. The maximum possible payment of contingent purchase price is $1.3 million. Approximately $1.7 million of the goodwill resulting from these acquisitions is deductible for tax purposes. The acquisitions were not material to our consolidated financial statements.

 Fiscal Year Ended
 October 2, 2015October 3, 2014
Revenue$428,440
$384,452
Net income (loss) from continuing operations(3,489)(98,119)
4. INVESTMENTS

During the fourth quarter of 2015, we purchased investment securities for approximately $40.2 million. We did not hold any available-for-sale securities as of October 3, 2014.

All investments are classified as available-for-sale. The amortized cost, gross unrealized holding gains or losses, and fair value of our available-for-sale investments by major investments type as of September 30, 2016 and October 2, 2015 are summarized in the tables below (in thousands):

   October 2, 2015 
   Amortized
Cost
   Gross
Unrealized
Holding Gains
   Gross
Unrealized
Holding Losses
   Aggregate  Fair
Value
 

Corporate bonds

  $24,546    $5    $(89  $24,462  

US treasuries and agency bonds

   15,108     3     (16   15,095  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total investments

  $39,654    $8    $(105  $39,557  
  

 

 

   

 

 

   

 

 

   

 

 

 

 September 30, 2016
 Amortized CostGross Unrealized Holding GainsGross Unrealized Holding LossesAggregate Fair Value
Corporate bonds $14,894
 $9
 $(103) $14,800
Commercial paper 2,978
 
 (4) 2,974
US treasuries and agency bonds 6,004
 1
 (3) 6,002
Total investments $23,876
 $10
 $(110) $23,776
 October 2, 2015
 Amortized CostGross Unrealized Holding GainsGross Unrealized Holding LossesAggregate Fair Value
Corporate bonds $24,546
 $5
 $(89) $24,462
US treasuries and agency bonds 15,108
 3
 (16) 15,095
Total investments $39,654
 $8
 $(105) $39,557
The contractual maturities of available-for-sale investments were as follows (in thousands):

   October 2,
2015
 

Less than 1 year

  $16,259  

Over 1 year

   23,298  
  

 

 

 

Total investments

  $39,557  
  

 

 

 


61




 September 30, 2016
Less than 1 year$8,976
Over 1 year14,800
Total investments$23,776
Available-for-sale investments are reported at fair value and as such, their associated unrealized gains and losses are reported as a separate component of stockholders’ equity (deficit) within accumulated other comprehensive income (loss).

We have determined that the gross unrealized losses on its available for sale securities at September 30, 2016 and October 2, 2015 are temporary in nature. No available for sale securities were held as of October 3, 2014.  We review our investments to identify and evaluate investments that have indications of possible impairment. The techniques used to measure the fair value of our investments are described in Note 5 - Fair Value. Factors considered in determining whether a loss is temporary include the length of time and extent to which fair value has been less than the cost basis, the financial condition and near-term prospects of the investee, and our intent and ability to hold the investment for a period of time sufficient to allow for any anticipated recovery in market value. Substantially all of our fixed income securities are rated investment grade or better.
We received proceeds from sales of available-for-sale securities of $51.6 million during the fiscal year ended September 30, 2016. During fiscal year ended October 2, 2015 we did not receive proceeds from sales of available-for-sale securities. Such sales resulted in the recording of gross realized gains of $0.1 million and gross realized losses of $0.2 million during the year ended September 30, 2016, which have been recorded within other income (expense).  The Company did not hold available for sale securities during the year ended October 3, 2014.
Other Investments—We determined the appropriate classification of our investments at the time of acquisition and re-evaluate such determination at each balance sheet date. We record at cost non-marketable equity investments where we do not have the ability to exercise significant influence or control and periodically reviews such investments for impairment.

During fiscal year 2015, and 2014, we made a minority investment of $0.5 million and $0.3 million, respectively in the convertible debt of a privately-held U.S. based company. This investment was included in the assets sold in connection with the Automotive business.

During fiscal year 2014, we made a minority investment of $5.0 million in the equity of a privately-held U.S. based company. This minority equity investment was accounted for under the cost method and is included on the consolidated balance sheets in other long-term assets. During the second fiscal quarter of 2015, the privately-held U.S. based company was sold to a third party which provided usthe Company with information that the underlying value of the investment had been impaired at April 3, 2015. Accordingly, wethe Company recorded an impairment charge of $3.5 million which is included in Other Expense in the Consolidated Statement of Operations during fiscal year 2015. WeThe Company received $1.5 million in exchange for the equity investment during fiscal year 2015.

There are no other investments outstanding at September 30, 2016 or October 2, 2015.

5. FAIR VALUE

Assets

We group our financial assets and liabilities measured at fair value on a recurring basis consist ofin three levels, based on the following (in thousands):

  October 2, 2015 
  Fair Value  Active Markets for
Identical

Assets (Level 1)
  Observable
Inputs (Level 2)
  Unobservable
Inputs (Level 3)
 

Assets

    

Money market funds

 $15,000   $15,000   $—     $—    

US treasuries and agency bonds

  15,095    —      15,095    —    

Corporate bonds

  24,462    —      24,462    —    
 

 

 

  

 

 

  

 

 

  

 

 

 

Total assets measured at fair value

 $54,557   $15,000   $39,557   $—    
 

 

 

  

 

 

  

 

 

  

 

 

 

Liabilities

    

Contingent consideration

 $1,150   $—     $—     $1,150  

Common stock warrant liability

  21,822    —      —      21,822  
 

 

 

  

 

 

  

 

 

  

 

 

 

Total liabilities measured at fair value

 $22,972   $—     $—     $22,972  
 

 

 

  

 

 

  

 

 

  

 

 

 

  October 3, 2014 
  Fair Value  Active Markets  for
Identical

Assets (Level 1)
  Observable
Inputs (Level 2)
  Unobservable
Inputs (Level 3)
 

Assets

    

Trading securities

 $250   $—     $—     $250  
 

 

 

  

 

 

  

 

 

  

 

 

 

Total assets measured at fair value

 $250   $—     $—     $250  
 

 

 

  

 

 

  

 

 

  

 

 

 

Liabilities

    

Contingent consideration

 $820   $—     $—     $820  

Warrant liability

  15,801    —      —      15,801  
 

 

 

  

 

 

  

 

 

  

 

 

 

Total liabilities measured at fair value

 $16,621   $—     $—     $16,621  
 

 

 

  

 

 

  

 

 

  

 

 

 

The changesmarkets in which the assets and liabilities with inputs classified within Level 3are traded and the reliability of the assumptions used to determine fair value. These levels are:

Level 1 - Quoted prices in active markets for identical assets or liabilities.
Level 2 - Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets with insufficient volume or infrequent transactions (less active markets) or model-driven valuations in which all significant inputs are observable or can be derived principally from, or corroborated with, observable market data.
Level 3 - Fair value is derived from valuation techniques in which one or more significant inputs are unobservable, including assumptions and judgments made by us.
Assets and Liabilities Measured and Recorded at Fair Value on a Recurring Basis
We measure certain assets and liabilities at fair value hierarchy consist ofon a recurring basis such as our financial instruments and derivatives. There have been no transfers between Level 1, 2 or 3 assets or liabilities during the following (in thousands):

  Fiscal Year 2015 
  October  3,
2014
  Net
Realized/Unrealized
Losses (Gains)
Included in
Earnings
  Purchases
and
Issuances
  Sales and
Settlements
  Transfers in
and/or (out)
of Level 3
  October  2,
2015
 

Trading securities

 $250   $—     $500   $(750 $—     $—    
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Contingent consideration

 $820   $330   $—     $—     $—     $1,150  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Warrant liability

 $15,801   $6,021   $—     $—     $—     $21,822  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

  Fiscal Year 2014 
  September 27,
2013
  Net
Realized/Unrealized
Losses (Gains)
Included in
Earnings
  Purchases
and
Issuances
  Sales and
Settlements
  Transfers in
and/or (out)
of Level 3
  October 3,
2014
 

Trading securities

 $—     $—     $250   $—     $—     $250  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Contingent consideration

 $—     $—     $820   $—     $—     $820  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Warrant liability

 $11,873   $3,928   $—     $—     $—     $15,801  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

  Fiscal Year 2013 
  September  28,
2012
  Net
Realized/Unrealized
Losses (Gains)
Included in
Earnings
  Purchases
and
Issuances
  Sales and
Settlements
  Transfers in
and/or (out)
of Level 3
  September  27,
2013
 

Contingent consideration

 $6,580   $(577 $—     $(6,003 $—     $—    
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Warrant liability

 $7,561   $4,312   $—     $—     $—     $11,873  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

fiscal year ended September 30, 2016.

Money market funds which are included in cash and cash equivalents, are actively traded and consist of highly liquid investments with original maturities of 90 days or less. They are measured at their net asset value (“NAV”)(NAV) and classified as Level 1. Corporate treasury and agency bonds and commercial paper are categorized as Level 2 assets except where sufficient quoted prices exist in active markets, in which case such securities are categorized as Level 1 assets. These securities are valued using third-party pricing services. These services may use, for example, model-based pricing methods that utilize observable market data as inputs. We generally use quoted prices for recent trading activity of assets with similar characteristics to the debt security or bond being valued. The securities and bonds priced using such methods are generally classified as Level 2. Broker dealer bids or quotes ofon securities with similar characteristics may also be used. Our policy is to recognize significant transfers between levels

62




Assets and liabilities measured at the actual datefair value on a recurring basis consist of the event. We had no transfersfollowing (in thousands):
 September 30, 2016
 Fair Value Active Markets for Identical Assets (Level 1) Observable Inputs (Level 2) Unobservable Inputs (Level 3)
Assets       
Money market funds$1,172
 $1,172
 $
 $
Commercial paper102,928
 
 102,928
 
US treasuries and agency bonds6,002
 
 6,002
 
Corporate bonds14,799
 
 14,799
 
Total assets measured at fair value$124,901
 $1,172
 $123,729
 $
Liabilities       
Contingent consideration$848
 $
 $
 $848
Common stock warrant liability38,253
 
 
 38,253
Total liabilities measured at fair value$39,101
 $
 $
 $39,101

 October 2, 2015
 Fair Value Active Markets for Identical Assets (Level 1) Observable Inputs (Level 2) Unobservable Inputs (Level 3)
Assets       
Money market funds$15,000
 $15,000
 $
 $
US treasuries and agency bonds15,095
 
 15,095
 
Corporate bonds24,462
 
 24,462
 
Total assets measured at fair value$54,557
 $15,000
 $39,557
 $
Liabilities       
Contingent consideration$1,150
 $
 $
 $1,150
Warrant liability21,822
 
 
 21,822
Total liabilities measured at fair value$22,972
 $
 $
 $22,972

The quantitative information utilized in the fair value calculation of financial assets or liabilities between Level 1, Level 2 orour Level 3 during the periods presented.

liabilities are as follows:

     Inputs
LiabilitiesValuation Technique Unobservable Input September 30, 2016 October 2, 2015
Contingent considerationDiscounted cash flow Discount rate 12.9% 16.0%
   Probability of achievement 75% - 100% 75% - 90%
   Timing of cash flows 1 year 2 years
Warrant liabilityBlack-scholes model Volatility 43.2% 36.0%
   Discount rate 1.14% 1.30%
   Expected life 4.2 years 5.2 years
   Exercise price $14.05 $14.05
The fair values of the contingent consideration liabilities were estimated based upon a risk-adjusted present value of the probability-weighted expected payments by us. Specifically, we considered base, upside and downside scenarios for the operating metrics upon which the contingent payments are to be based. Probabilities were assigned to each scenario and the probability-weighted payments were discounted to present value using risk-adjusted discount rates.

The maximum possible payment of contingent consideration is $1.5 million.

As of September 30, 2016 and October 2, 2015, and October 3, 2014, the fair value of the common stock warrantswarrant liability has been estimated using a Black-Scholes option pricing model giving considerationmodel. Prior to September 30, 2016, expected volatility was based on our own historical trading experience averaged with the quoted market pricehistorical volatility of our publicly-traded peer companies since we lacked sufficient historical data to use our own volatility on a stand-alone basis. As of September 30, 2016, we have begun to use our own historical trading history to calculate estimated volatility since we now had sufficient historical experience based on the remaining term of the common stock on that date, an expected lives of 5.2 yearswarrants.

63




The changes in assets and 6.2 years, expected volatility of 36.0% and 42.3% and risk free rates of 1.30% and 2.16%, respectively. The change in approach to estimation results from our IPO in March 2012 and the availability of a quoted market price for the common stock underlying the warrants.

These estimates include significant judgments and actual results could materially differ and have a material impact upon the valuesliabilities with inputs classified within Level 3 of the recorded liabilities. Any changes in the estimated fair valuesvalue hierarchy consist of the liabilities infollowing (in thousands): 

 Fiscal Year 2016
 October 2,
2015
 Net Realized/Unrealized Losses (Gains) Included in Earnings 
Purchases
and
Issuances
 
Sales and
Settlements
 
Transfers in
and/or (out)
of Level 3
 September 30,
2016
Contingent consideration$1,150
 $98
 $
 $(400) $
 $848
Warrant liability$21,822
 $16,431
 $
 $
 $
 $38,253

 Fiscal Year 2015
 October 3,
2014
 Net Realized/Unrealized Losses (Gains) Included in Earnings 
Purchases
and
Issuances
 
Sales and
Settlements
 
Transfers in
and/or (out)
of Level 3
 October 2,
2015
Trading securities$250
 $
 $500
 $(750) $
 $
Contingent consideration$820
 $330
 $
 $
 $
 $1,150
Warrant liability$15,801
 $6,021
 $
 $
 $
 $21,822

 Fiscal Year 2014
 September 27,
2013
 Net Realized/Unrealized Losses (Gains) Included in Earnings 
Purchases
and
Issuances
 
Sales and
Settlements
 
Transfers in
and/or (out)
of Level 3
 October 3,
2014
Trading securities$
 $
 $250
 $
 $
 $250
Contingent consideration$
 $
 $820
 $
 $
 $820
Warrant liability$11,873
 $3,928
 $
 $
 $
 $15,801
6. ACCOUNTS RECEIVABLES ALLOWANCES
Summarized below is the future will be reflectedactivity in our earningsaccounts receivable allowances including customer returns, doubtful accounts and such changes could be material.

6.other items as follows (in thousands):

 Fiscal Year
 201620152014
Balance - beginning of year$5,745
$725
$514
Provision (recoveries), net10,453
11,010
250
Charge-offs(12,919)(5,990)(39)
Balance - end of year3,279
5,745
725
The balance at the end of the fiscal year primarily includes compensation credits and customer returns allowance of $3.0 million, $5.5 million and $0.4 million and allowance for doubtful accounts of $0.2 million for fiscal years 2016, 2015 and 2014, respectively.
7. INVENTORIES

Inventories consist of the following (in thousands):

   October 2,
2015
   October 3,
2014
 
Raw materials  $44,329   $34,919 

Work-in-process

   3,086     5,500  

Finished goods

   32,528     31,062  
  

 

 

   

 

 

 

Total

  $79,943    $71,481  
  

 

 

   

 

 

 

7.

 September 30, 2016 October 2, 2015
Raw materials$67,378
 $44,329
Work-in-process9,157
 3,086
Finished goods38,400
 32,528
Total$114,935
 $79,943

64




8. PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consist of the following (in thousands):

   October 2,
2015
   October 3,
2014
 

Land, buildings and improvements

  $10,981    $—    

Machinery and equipment

   89,852     67,427  

Leasehold improvements

   9,161     7,958  

Furniture and fixtures

   983     1,017  

Construction in process

   25,898     12,918  

Computer equipment and software

   9,307     7,648  
  

 

 

   

 

 

 

Total property and equipment

   146,182     96,968  

Less accumulated depreciation and amortization

   (62,423   (46,916
  

 

 

   

 

 

 

Property and equipment — net

  $83,759    $50,052  
  

 

 

   

 

 

 

 September 30,
2016
 October 2,
2015
Land, buildings and improvements$12,572
 $10,981
Construction in process9,415
 25,898
Machinery and equipment129,639
 89,852
Leasehold improvements12,152
 9,161
Furniture and fixtures1,469
 983
Computer equipment and software12,954
 9,307
           Total property and equipment178,201
 146,182
Less accumulated depreciation and amortization(79,034) (62,423)
Property and equipment — net$99,167
 $83,759
Depreciation and amortization expense related to property and equipment for fiscal years 2016, 2015 and 2014 and 2013 was $20.4 million, $15.7 million and $14.0 million, and $10.5 million, respectively.

8.

9. DEBT

On September 26, 2013, and as amended November 5, 2013, we entered into an amended and restated loan agreement with a syndicate of lenders, which provided for a revolving credit facility of up to $300.0 million that was due to mature in September 2018 (Prior Facility). Borrowings under the revolving credit facility bore a variable interest rate based on either the lender’s prime rate or a LIBOR rate, plus an applicable margin. The revolving credit facility was secured by a first priority lien on substantially all of our assets and required compliance with certain financial and non-financial covenants. In connection with the Mindspeed and Nitronex acquisitions, we borrowed an aggregate of $245.0 million of indebtedness on our Prior Facility.

On May 8, 2014, we refinanced our outstanding indebtedness under the prior facility and discharged our obligations thereunder by enteringentered into a credit agreement (Credit Agreement) with a syndicate of lenders. Concurrent with the execution of the Credit Agreement, we terminated the prior facility and repaid the outstanding $245.0 million principal and interest due. Upon terminating the prior facility, previously deferred financing costs pertaining tolenders that facility of $2.1 million were expensed as additional interest.

The Credit Agreement providesprovided for term loans in an aggregate principal amount of $350.0 million, which mature in May 2021 (Term(Initial Term Loans) and a revolving credit facility of $100.0 million initially, which matures in May 2019 (Revolving Facility). In February 2015, we executed an amendment to the credit agreementCredit Agreement that increased our aggregate borrowing capacity under the Revolving Facility to $130.0$130 million. The Initial Term Loans were issued with an original issue discount of 0.75%, which is being amortized over the term of the Initial Term Loans using the straight-line method, which approximates the effective interest rate method.

On August 31, 2016 we entered into an amendment (Incremental Term Loan Amendment) to our Credit Agreement which provided for incremental term loans in an aggregate principal amount of $250.0 million, which mature in May 2021 (Incremental Term Loans, together with the Initial Term Loans, Term Loans). The terms of the Incremental Term Loans are identical to the terms of the Initial Term Loans, other than with respect to upfront fees, original issue discount and arrangement, structuring or similar fees payable in connection therewith. The Incremental Term Loans were issued with an original issue discount of 0.95%, which is being amortized over the term of the Incremental Term Loans using the straight-line method, which approximates the effective interest rate method.
Borrowings under the Initial Term Loans and Incremental Term Loans bear interest (payable quarterly) at: (i) for LIBOR loans, a rate per annum equal to the LIBOR rate (subject to a floor of 0.75%), plus an applicable margin of 3.75%, and (ii) for base rate loans, a rate per annum equal to the greater of (x) the prime rate (subjectquoted in the print edition of the Wall Street Journal, Money Rates Section, (y) the federal funds rate plus one-half of 1.00%, and (z) the LIBOR rate applicable to a floor ofone-month interest period plus 1.00% (but in each case, not less than 1.75%), plus an applicable margin of 2.75%. Borrowings under the Revolving Facility bear interest (payable quarterly) at: (i) for LIBOR loans, a rate per annum equal to the LIBOR rate, plus an applicable margin in the range of 2.00% to 2.50% (based on our total net leverage ratio being within certain defined ranges); and, (ii) for base rate loans, a rate per annum equal to the prime rate, plus an applicable margin in the range of 1.00% to 1.50% (based on our total net leverage ratio being within certain defined ranges). The effective interest rate on our Initial Term Loans and Incremental Term Loans was 4.5% as of October 2, 2015.September 30, 2016. We also pay a quarterly unused line fee for the Revolving Facility in the range of 0.25% to 0.375% (based on our total net leverage ratio being within certain defined ranges) as well as overall agency fees. We borrowed $100.0 million of indebtedness on our Revolving Facility in connection with the BinOptics Acquisition, which was paid down in full using net proceeds

from a public offering of common stock we completed in February 2015. As of October 2, 2015,September 30, 2016, we had $130.0 million of borrowing capacityno borrowings under the Revolving Facility.

The combined Initial Term Loans and Incremental Term Loans are payable in quarterly principal installments equal to 0.25% of approximately $1.5 million on the aggregate dollar amountlast business day of all Term Loans outstanding at the signing of the Credit Agreement,each calendar quarter, beginning on September 30, 2016, with the remainder due on the maturity date. In the event that we divest a business, the net cash proceeds of the divestment are generally to be applied to repayment of outstanding Term Loans except to the extent we reinvest such proceeds in assets useful for its business within 18 months of receiving the proceeds. To the extent we enter into a binding agreement to reinvest such proceeds within 18 months of receiving them, we have until the later of 18 months following ourits receipt of the proceeds and six6 months following the date of such agreement to complete the reinvestment. We expect to reinvest the proceeds from the sale of the Automotive business.

At the signing of the Credit Agreement and the Incremental Term Loan Amendment, the entire $350.0 million principal amount of the Initial Term Loans wasand $250.0 million principal amount of the Incremental Term Loans, respectively, were funded. The Term Loans and Revolving Facility are secured by a first priority lien on substantially all of our assets and provide that we must comply with certain financial and non-financial covenants. We incurred $8.7 million in fees for the issuance of the Credit Agreement and $3.1 million in fees for the issuance of the Incremental Term Loan Amendment, which were recorded as deferred financing costs and are being amortized over the life of the Credit Agreement as interest expense. As of October 2, 2015,September 30, 2016, approximately $6.9$8.8 million of deferred financing

65




costs remain unamortized.

unamortized, of which $7.5 million related to the Incremental Term Loans is recorded as a direct reduction of the recognized debt liabilities in our accompanying consolidated balance sheet, and $1.3 million related to the Revolving Facility is recorded in other assets in our accompanying consolidated balance sheet.

The Term Loans and Incremental Term Loans are secured by a first priority lien on substantially all of our assets and provide that we must comply with certain financial and non-financial covenants. As of September 30, 2016, we were in compliance with all financial and non-financial covenants under the Credit Agreement contains covenants that require, among other items, maintenanceand we had $591.5 million of certain financial ratiosoutstanding Term Loan borrowings under the Credit Agreement and also limit$130.0 million of borrowing capacity under our ability to: issue dividends; acquire and dispose of businesses; and transfer assets among domestic and international entities.

Revolving Facility.

As of October 2, 2015,September 30, 2016, the following remained outstanding on the Term Loans:

Principal balance

  $345,625  

Unamortized discount

   (2,094
  

 

 

 
   343,531  

Current portion

   3,500  
  

 

 

 

Long-term, less current portion

  $340,031  
  

 

 

 

Principal balance$591,487
Unamortized discount(4,051)
 Total Term loans587,436
Current portion6,051
Long-term, less current portion$581,385

As of October 2, 2015,September 30, 2016, the minimum principal payments under the Term Loans in future fiscal years waswere as follows (in thousands):

2016

  $3,500  

2017

   3,500  

2018

   3,500  

2019

   3,500  

2020

   3,500  

Thereafter

   328,125  
  

 

 

 

Total

  $345,625  
  

 

 

 

2017$6,051
20186,051
20196,051
20206,051
2021567,283
Total$591,487
The fair value of the Term Loans was estimated to be approximately $346.5$595.9 million as of October 2, 2015September 30, 2016, and was determined using Level 32 inputs, including a quoted rate from a bank.

In fiscal year 2016 we retroactively adopted ASU 2015-03, and as a result we classified $7.5 million and $5.4 million of debt issuance costs for fiscal years ended September 30, 2016 and October 2, 2015, respectively, as a direct reduction of long term debt in our accompanying consolidated balance sheet.
In connection with the FiBest Acquisition during fiscal year 2016, we assumed $11.6 million of debt, of which approximately $3.1 million was outstanding as of September 30, 2016.
In connection with the BinOptics Acquisition during fiscal year 2015, we assumed capital lease obligationsdebt of approximately $2.5 million of which approximately $1.0$0.5 million was outstanding as of October 2, 2015.

Additionally, the Company assumed $40.9 million of debtSeptember 30, 2016, which is included in the Mindspeed Acquisition. The Company paid off these assumed debt amountscurrent portion of $40.9 million during fiscal year 2014.

9.long term debt.

10. EMPLOYEE BENEFIT PLANS

We established a defined contribution savings plan under Section 401(k) of the Code (Section 401(k)) on October 1, 2009 (401(k) Plan). The 401(k) Plan follows a calendar year, covers substantially all U.S. employees who meet minimum age and service requirements and allows participants to defer a portion of their annual compensation on a pretax basis, subject to legal limitations. Our contributions to the plan may be made at the discretion of the board of directors. During the fiscal year ended October 2, 2015,September 30, 2016, we contributed $1.4$1.9 million to our 401(k) Plan for calendar year 2014.2015. There were no contributions made by us to the 401(k) Plan for calendar year 20152016 through October 2, 2015.

September 30, 2016.

Our employees located in foreign jurisdictions meeting minimum age and service requirements participate in defined contribution plans whereby participants may defer a portion of their annual compensation on a pretax basis, subject to legal limitations. Company contributions to these plans are discretionary and vary per region. We expensed contributions of $1.0$1.1 million, $1.0 million and $0.9$1.0 million for fiscal years 2016, 2015 and 2014, and 2013, respectively.

10.


66




11. ACCRUED LIABILITIES

Accrued liabilities consist of the following (in thousands):

   October 2,
2015
   October 3,
2014
 

Compensation and benefits

  $20,711    $19,135  

Product warranty

   656     446  

Professional fees

   2,167     1,528  

Software licenses

   1,223     1,862  

Distribution costs

   3,091     1,757  

Restructuring costs

   943     801  

Interest payable

   3,502     2,447  

Rent and utilities

   1,458     1,658  

Other

   3,848     3,962  
  

 

 

   

 

 

 

Total

  $37,599    $33,596  
  

 

 

   

 

 

 

11.

 September 30,
2016
 October 2,
2015
Compensation and benefits$32,563
 $20,711
Interest payable4,314
 3,502
Distribution costs3,584
 3,091
Restructuring costs3,104
 943
Asset retirement obligations2,932
 
Professional fees1,706
 2,167
Rent and utilities1,310
 1,458
Product warranty1,039
 656
Software licenses90
 1,223
Other3,726
 4,356
Total$54,368
 $38,107
12. COMMITMENTS AND CONTINGENCIES

Operating Leases—We have non-cancelable operating lease agreements for office, research and development and manufacturing space in the United States and foreign locations. We also have operating leases for certain equipment, automobiles and services in the United States and foreign jurisdictions. These lease agreements expire at various dates through 20222026, and certain agreements contain provisions for extension at substantially the same terms as currently in effect. Lease escalation clauses, rent abatements and/or concessions, such as rent holidays and landlord or tenant incentives or allowances, are typically included in the determination of straight-line rent expense over the lease term.

Future minimum lease payments for the next five fiscal years as of October 2, 2015,September 30, 2016, are as follows (in thousands):

2016

  $7,343  

2017

   6,555  

2018

   5,177  

2019

   4,836  

2020

   2,038  

Thereafter

   4,279  
  

 

 

 

Total minimum lease payments

  $30,228  
  

 

 

 

2017$9,245
20186,715
20195,865
20203,188
20211,560
Thereafter5,475
Total minimum lease payments$32,048

Rent expense incurred under non-cancelable operating leases was $7.0 million, $6.5 million $6.6 million, and $4.5$6.6 million in fiscal years 2016, 2015 and 2014, and 2013, respectively.

Asset Retirement Obligations—We are obligated under certain facility leases to restore those facilities to the condition in which we or our predecessors first occupied the facilities. We are required to remove leasehold improvements and equipment installed in these facilities prior to termination of the leases. As of October 2,the end of fiscal years 2016, 2015 October 3,and 2014, and September 27, 2013, the estimated costs for the removal of these assets are recorded as asset retirement obligations was $4.3 million, $1.3 million and $1.8 million, and $1.0 million, respectively.

Unused Letter of Credit—As of October 2, 2015,September 30, 2016, we had outstanding unused letters of credit from a bank aggregating $0.4 million.

Purchase Commitments—As of October 2, 2015,September 30, 2016, we had outstanding non-cancelable purchase commitments aggregating $1.2$1.1 million pursuant to inventory supply arrangements.

LitigationWe are periodicallyFrom time to time we may be subject to commercial disputes, employment issues, claims by other companies in the industry that we have infringed their intellectual property rights and other similar claims and litigations. Any such claims may lead to future litigation and material damages and defense costs. Other than as set forth below, we were not involved in any material pending legal proceedings claimsduring the year ended September 30, 2016.
GaN Lawsuit Against InfineonOn April 26, 2016, we and contingencies arising in the ordinary course of business.

Patent Suit Against Laird. Weour wholly-owned subsidiary Nitronex, LLC brought a patent infringement suit against LairdInternational Rectifier Corporation (International Rectifier), Infineon Technologies Inc. (Laird)Americas Corporation (Infineon Americas), and Infineon Technologies AG (Infineon AG) (collectively, Infineon) in the Federal District Court for the Central District of Delaware on February 11, 2014,California, seeking injunctive relief, monetary damages, and specific performance of certain contractual obligations.  On July 19, 2016, we filed a permanent injunction.first amended complaint omitting International Rectifier as a defendant (since we had been advised that formal legal entity no longer exists) and adding a further claim of breach of contract based on some of Infineon’s GaN-on-Si product activities, among other changes.


67




 The suit allegedarises out of agreements relating to GaN patents that Laird infringed onwere executed in 2010 by Nitronex Corporation (acquired by MACOM in 2014) and International Rectifier (acquired by Infineon AG in 2015).  We assert claims for breach of contract, breach of the covenant of good faith and fair dealing, declaratory judgment of contractual rights, and declaratory judgment of non-infringement of patents.  If successful, the relief sought in our United States Patent No. 6,272,349 (‘349 Patent), titled “Integrated Global Positioning System Receiver,” by making, using, selling, offeringfirst amended complaint would, among other remedies, require Infineon to sell or selling products incorporating an integrated global positioning receiverassign back to us certain GaN-related Nitronex patents that include structure(s) recited in the ‘349 Patent, including global positioning system moduleswere previously assigned to International Rectifier and enjoin Infineon from proceeding with its marketing and sales of certain types of GaN-on-Si products.  On August 9, 2016, we moved for Automotive industry customers. The court entered a preliminary injunction on our Third Claim for Relief, which seeks a declaration that the 2010 exclusive license from Infineon to MACOM is still in effect, and asking the Court to enjoin Infineon from acting inconsistently with that license.  On August 17, 2016, both Infineon entities moved to dismiss our claims asserted against Lairdthem on June 13, 2014. On April 15, 2015,various grounds.  In an order dated October 31, 2016, the parties reached a confidential settlement agreement, filed a stipulated permanent injunction with the court that is similarCourt:  (a) granted MACOM’s motion for preliminary injunction; (b) denied Infineon Americas’ motion to dismiss; and (c) granted in scope to the preliminary injunction,part and filed a stipulated dismissal of all claims. The permanent injunction and dismissal were entered on April 21, 2015 by the court.

Class Action Suit Against Mindspeed Technologies, Inc. On March 10, 2015, Philip Alvarez, a former employee of Mindspeed filed a putative class action lawsuit against Mindspeed in the Superior Court of California for the County of Orange. On April 24, 2015, Alvarez filed a First Amended Complaint adding our subsidiary M/A-COM Technology Solutions Inc. as a defendant. The lawsuit alleged, among other things, that Alvarez and certain other employees who designed and manufactured hardware systems for Mindspeed or M/A-COM Technology Solutions Inc. between March 10, 2011 and the present were misclassified as exempt employees under California law. The lawsuit seeks recovery of alleged unpaid overtime wages, meal and rest period premiums, penalties and attorneys’ fees. We dispute the allegations of the lawsuit. On June 15, 2015, Mindspeed removed the action to the United States District Court for the Central District of California. On July 15, 2015, Plaintiff filed a Motion to Remand, which Motion was denied in an Order dated September 9, 2015. The parties have reached an agreement for the dismissal of all class action allegations and claims in the action, as well as certain other claims against Mindspeed and M/A-COM Technology Solutions Inc. The parties have stipulatedpart Infineon AG’s motion to the filing of a Second Amended Complaint that effectuates this agreement, and are awaiting order by the Court on that stipulation. After the Second Amended Complaint is filed, the matter will proceed as an individual action by Alvarez seeking only his personal claims, as well as claims under the Private Attorneys’ General Act.

dismiss.

With respect to the above and other legal proceedings,proceeding, we have not been able to reasonably estimate the amount or range of any possible loss, and accordingly have not accrued or disclosed any related amounts of possible loss in the accompanying consolidated financial statements.

12.

13. RESTRUCTURINGS

We have periodically implemented restructuring actions in connection with broader plans to reduce staffing, reduce the itsour internal manufacturing footprint and, generally, reduce operating costs. The restructuring expenses are primarily comprised of direct and incremental costs related to facility closure, change-in-control obligations,headcount reductions including severance and outplacement fees for the terminated employees. employees, as well as facility close costs.
The following is a summary of the costs incurred and remaining balances included in accrued expenses related to restructuring actions taken (in thousands):

   Total 

Balance — September 28, 2012

  $328  

Current period charges

   1,060  

Payments

   (1,243
  

 

 

 

Balance — September 27, 2013

   145  

Current period charges

   14,823  

Payments

   (14,167
  

 

 

 

Balance — October 3, 2014

   801  

Current period charges

   1,280  

Payments

   (1,138
  

 

 

 

Balance — October 2, 2015

  $943  
  

 

 

 

In fiscal

 Total
Balance - September 27, 2013$145
  Current period charges14,823
  Payments(14,167)
Balance - October 3, 2014801
Current period charges1,280
Payments(1,138)
Balance - October 2, 2015943
Current period charges3,465
Payments(1,304)
Balance at September 30, 2016$3,104
The restructuring expenses recorded to date are expected to be paid through the remainder of calendar year 2014,2016. We expect to incur additional restructuring costs in the range of approximately $1.0 million and $3.0 million during the remainder of calendar year 2016 as we implemented restructuring plans to reduce manufacturing and operating costs of the Mindspeed and Nitronex operations through a reduction of staffing. In fiscal year 2015, we implemented additionalcomplete restructuring actions primarily associated with employee-related separation costs. We do not anticipate any additional restructuring costs associated with the 2015 actions and expect the remaining balance outstanding as of October 2, 2015 to be paid during the upcoming fiscal quarters.

13.Metelics Acquisition.

14. PRODUCT WARRANTIES

We establish a product warranty liability at the time of revenue recognition. Product warranties generally have terms of between 12 months and 60 months and cover nonconformance with specifications and defects in material or workmanship. For sales to distributors, our warranty generally begins when the product is resold by the distributor. The liability is based on estimated costs to fulfill customer product warranty obligations and utilizes historical product failure rates. Should actual warranty obligations differ from estimates, revisions to the warranty liability may be required.

Product warranty liability activity is as follows (in thousands):

   Fiscal Years 
   2015   2014   2013 

Balance — beginning of year

  $446    $318    $549  

Impact of acquisition

   50     202     —    

Provisions

   160     (74   (49

Direct charges

   —       —       (182
  

 

 

   

 

 

   

 

 

 

Balance — end of year

  $656    $446    $318  
  

 

 

   

 

 

   

 

 

 

14.

   Fiscal Years  
 2016 2015 2014
Balance — beginning of year$656
 $446
 $318
Impact of acquisition413
 50
 202
Provisions(30) 160
 (74)
Balance — end of year$1,039
 $656
 $446
15. INTANGIBLE ASSETS

Amortization expense related to amortized intangible assets is as follows (in thousands):

   Fiscal Years 
   2015   2014   2013 

Cost of revenue

  $27,285    $18,787    $2,986  

Selling, general and administrative

   11,695     1,806     1,335  
  

 

 

   

 

 

   

 

 

 

Total

  $38,980    $20,593    $4,321  
  

 

 

   

 

 

   

 

 

 


68




 Fiscal Years
 2016 2015 2014
Cost of revenue$26,615
 $27,285
 $18,787
Selling, general and administrative23,640
 11,695
 1,806
Total$50,255
 $38,980
 $20,593
Intangible assets consist of the following (in thousands):

   October 2,
2015
   October 3,
2014
 

Acquired technology

  $162,536    $131,953  

Customer relationships

   144,070     24,670  

In-process research and development

   8,000     17,970  

Trade name

   3,400     3,400  
  

 

 

   

 

 

 

Total

   318,006     177,993  

Less accumulated amortization

   (74,340   (35,360
  

 

 

   

 

 

 

Intangible assets — net

  $243,666    $142,633  
  

 

 

   

 

 

 

 September 30,
2016
 October 2,
2015
Acquired technology$165,397
 $162,536
Customer relationships207,674
 144,070
In-process research and development8,000
 8,000
Trade name3,400
 3,400
Total384,471
 318,006
Less accumulated amortization(124,869) (74,340)
Intangible assets — net$259,602
 $243,666
A summary of the activity in intangible assets and goodwill follows (in thousands):

   Total  Acquired
Technology
   Customer
Relationships
   In-Process
Research and
Development
  Trade
Name
   Goodwill 

Balance at September 27, 2013

  $46,937   $23,637    $13,150    $—     $3,400    $6,750  

Net intangibles acquired

   137,405    103,881     11,520     17,970    —       4,034  

Other intangibles purchased

   4,435    4,435     —       —      —       —    
  

 

 

  

 

 

   

 

 

   

 

 

  

 

 

   

 

 

 

Balance at October 3, 2014

   188,777    131,953     24,670     17,970    3,400     10,784  

Net intangibles acquired

   224,470    17,500     119,400     —      —       87,570  

Placed in service

   —      9,780       (9,780  —       —    

Adjustment to fair value

   (190  —       —       (190  —       —    

Goodwill allocation to discontinued operations

   (5,008  —       —       —      —       (5,008

Other intangibles purchased

   3,303    3,303     —       —      —       —    
  

 

 

  

 

 

   

 

 

   

 

 

  

 

 

   

 

 

 

Balance at October 2, 2015

  $411,352   $162,536    $144,070    $8,000   $3,400    $93,346  
  

 

 

  

 

 

   

 

 

   

 

 

  

 

 

   

 

 

 


Total Acquired
Technology
 Customer
Relationships
 In-Process Research and Development Trade Name Goodwill
Balance at October 3, 2014$188,777
 $131,953
 $24,670
 $17,970
 $3,400
 $10,784
Net intangibles acquired224,470
 17,500
 119,400
 
 
 87,570
Placed in service
 9,780
 
 (9,780) 
 
Adjustment to fair value(190) 
 
 (190) 
 
Goodwill allocation to discontinued operations(5,008) 
 
 
 
 (5,008)
Other intangibles purchased3,303
 3,303
 
 
 
 
Balance at October 2, 2015411,352
 162,536
 144,070
 8,000
 3,400
 93,346
Net intangibles acquired85,762
 10,400
 54,950
 
 
 20,412
Adjustment to fair value16,801
 1,881
 8,654
 
 
 6,266
Impairments of intangible assets(10,088) (10,088) 
 
 
 
Other intangibles purchased668
 668
 
 
 
 
Balance at September 30, 2016$504,495
 $165,397
 $207,674
 $8,000
 $3,400
 $120,024
As of October 2, 2015,September 30, 2016, our estimated amortization of theour intangible assets in future fiscal years, subject to the completion of the purchase price allocation for the FiBest and Metelics acquisitions, was as follows (in thousands):

2016

  $43,266  

2017

   41,741  

2018

   36,354  

2019

   31,276  

2020

   25,779  

Thereafter

   53,996  
  

 

 

 

Total

  $232,412  
  

 

 

 

Neither the goodwill nor the “M/A-COM”

 20172018201920202021Thereafter
Amortization expense$51,647
48,742
42,045
33,914
27,613
44,241
Our trade name areis an indefinite-lived intangible asset. During development, in-process research and development (IPR&D) is not subject to amortization; these are reviewedamortization and is tested for impairment annually in August andor more frequently if events or changes in circumstances indicate that the assets mayasset might be impaired. The impairment test consists of a qualitative assessment using an assumption of ‘more likely than not’ to determine if there were any impairment indicators. If impairment exists, a loss is recognized in an amount equal to that excess. Once an IPR&D project is complete, it becomes a definite long-lived intangible asset and is evaluated for impairment in accordance with our policy for long-lived assets.
Accumulated amortization, for the acquired technology and customer relationships, was $76.7 million and $48.1 million, respectively, as of September 30, 2016, and $52.0 million and $22.3 million, respectively, as of October 2, 2015,2015.
During the second quarter of fiscal year 2016, we made a strategic decision to exit the product line and $27.8 millionend programs associated with our GaN-on-SiC license and $7.6 million, respectively, astechnology transfer to focus on development of October 3, 2014.

In July 2013,our GaN-on-SiC efforts.  As a result of this strategic decision, we entered into adetermined that the intangible assets and contractual commitments under the long term technology licensing and transfer agreement that calls for potential payments by ussigned in July 2013, as well as certain dedicated fixed assets and inventory, would no longer have any future benefit.  The associated charges incurred during the nine months ended July 1, 2016 were $13.8 million which included a write-off of up to $9.0$10.1 million through July 2016 based upon the achievement of specified milestones. Asintangible assets, $0.6 million of October 2, 2015, costs incurred in connection with the licensingproperty and the transferequipment, $1.1 million of the technology was $5.0contractual commitments and $2.0 million and $2.7 million during fiscal years 2015 and 2014, respectively, and were capitalized as incurred as acquired technology. Costs will be amortized to costs of sales upon completion of the transfer, which is currently expected to be completed through fiscal year 2017.

15.inventory.


69




16. INCOME TAXES

Deferred income taxes reflect the net effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and amounts used for income tax purposes. The components of our deferred tax assets and liabilities are as follows (in thousands):

   October 2,
2015
   October 3,
2014
 

Current deferred tax assets:

    

Accrued liabilities

  $11,332    $9,830  

Inventory

   5,043     8,088  

Deferred revenue

   (3   4,451  

Accounts receivable

   51     142  

Federal net operating loss

   11,186     15,452  

Other current deferred tax assets

   —       46  

Discontinued operations

   2,703     —    

Deferred compensation

   3,468     —    

Valuation allowance

   (2,349   (2,052
  

 

 

   

 

 

 

Current net deferred tax assets

  $31,431    $35,957  
  

 

 

   

 

 

 

Non-current deferred tax assets (liabilities):

    

Federal and foreign net operating losses and credits

  $70,448    $128,035  

Intangible assets

   (44,196   (33,158

Property and equipment

   (2,977   (3,072

Other non-current deferred tax assets

   292     272  

Discontinued operations

   9,191     —    

Deferred compensation

   1,066     —    

Deferred gain

   23,531     —    

Valuation allowance

   (9,116   (7,448
  

 

 

   

 

 

 

Non-current net deferred tax assets (liabilities)

   48,239     84,629  
  

 

 

   

 

 

 

Total deferred tax asset

  $79,670    $120,586  
  

 

 

   

 

 

 

 September 30,
2016
 October 2,
2015
Current deferred tax assets:   
  Accrued liabilities$
 $11,332
  Inventory
 5,043
  Deferred revenue
 (3)
  Accounts receivable
 51
  Federal net operating loss
 11,186
  Other current deferred tax assets
 
Discontinued operations
 2,703
Deferred compensation
 3,468
  Valuation allowance
 (2,349)
Current net deferred tax assets$
 $31,431
Non-current deferred tax assets (liabilities):   
  Federal and foreign net operating losses and credits$85,256
 $70,448
  Intangible assets(49,725) (44,196)
  Property and equipment(2,730) (2,977)
  Other non-current deferred tax assets21,855
 292
Discontinued operations9,100
 9,191
Deferred compensation5,545
 1,066
Deferred gain19,011
 23,531
  Valuation allowance(10,471) (9,116)
Non-current net deferred tax assets (liabilities)77,841
 48,239
Total deferred tax asset$77,841
 $79,670
Included in the above table are the attributes of our Japan jurisdiction which is in a net liability position of $11.8 million and comprised primarily of a liability of $14.9 million relating to intangible assets offset by a $2.9 million net operating loss.
In fiscal year 2016 we adopted ASU No. 2015-17, Balance Sheet Classification of Deferred Taxes. Upon adoption we included our current deferred income tax assets with our noncurrent deferred income tax assets; no adjustments were made to deferred tax liabilities.
As of October 2, 2015,September 30, 2016, we have $193.5$195.7 million of gross federal net operating loss carryforward(NOL) carryforwards consisting of $26.2$2.2 million relating to the BinOptics Acquisition $158.9 million attributable to the Mindspeed Acquisition, and $8.4$193.5 million relating to a prior acquisition.acquisitions. The federal net operating loss carryforwards will expire at various dates through 2034.2035. The reported net operating loss carryforward includes any limitation under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended, which applies to an ownership change as defined under Section 382.

As of September 30, 2016, we also have $7.0 million of gross net operating loss carryforwards in Japan which will expire at various dates through 2025.

During the fourth quarter of fiscal 2016, we identified and corrected a prior period error where we understated our income tax benefit during 2013 through 2015. This was a result of the incorrect recording of intercompany pretax income among a few of our operating entities and due to the fact that these entities had different statutory tax rates. The out-of-period correction resulted in a $3.9 million increase in income tax benefit in the fiscal year ended September 30, 2016 of which $1.7 million, $1.0 million and $1.2 millionrelated to the prior fiscal years 2015, 2014 and 2013, respectively.
The domestic and foreign income (loss) from continuing operations before taxes were as follows (in thousands):

   Fiscal Years 
   2015   2014   2013 

United States

  $(34,251  $(60,836  $(11,333

Foreign

   18,851     19,936     14,279  
  

 

 

   

 

 

   

 

 

 

(Loss) income from operations before income taxes

  $(15,400  $(40,900  $2,946  
  

 

 

   

 

 

   

 

 

 

 Fiscal Years
 2016 2015 2014
United States$(46,593) $(34,251) $(60,836)
Foreign25,022
 18,851
 19,936
(Loss) income from operations before income taxes$(21,571) $(15,400) $(40,900)

70




The components of the provision (benefit) for income taxes are as follows (in thousands):

   Fiscal Years 
   2015   2014   2013 

Current:

      

Federal

  $(19,015  $712    $2,923  

State

   688     (419   1,024  

Foreign

   1,092     2,181     986  
  

 

 

   

 

 

   

 

 

 

Current provision (benefit)

   (17,235   2,474     4,933  
  

 

 

   

 

 

   

 

 

 

Deferred:

      

Federal

   10,845     (16,557   (3,326

State

   (4,131   (756   (1,146

Foreign

   (1,302   (725   (273

Change in valuation allowance

   1,965     (522   95  
  

 

 

   

 

 

   

 

 

 

Deferred provision (benefit)

   7,377     (18,560   (4,650
  

 

 

   

 

 

   

 

 

 

Total provision (benefit)

  $(9,858  $(16,086  $283  
  

 

 

   

 

 

   

 

 

 

 Fiscal Years
 2016 2015 2014
Current:     
  Federal$(5,861) $(19,015) $712
  State(766) 688
 (419)
  Foreign906
 1,092
 2,181
           Current provision (benefit)(5,721) (17,235) 2,474
Deferred:     
  Federal(8,163) 10,845
 (16,557)
  State(502) (4,131) (756)
  Foreign(2,603) (1,302) (725)
  Change in valuation allowance(994) 1,965
 (522)
           Deferred provision (benefit)(12,262) 7,377
 (18,560)
Total provision (benefit)$(17,983) $(9,858) $(16,086)
Our net deferred tax asset relates predominantly to our operations in the United States. A valuation allowance is recorded when, based on assessment of both positive and negative evidence, management determines that it is not more likely than not that the assets are recoverable. Such assessment is required on a jurisdictional basis.

The $11.5$10.5 million of valuation allowance as of October 2, 2015September 30, 2016 relates primarily to state net operating loss (“NOL”)NOL and tax credit carryforwards assumed in the Mindspeed Acquisition and UK tax credit and NOL carryforwards whose recovery is not considered more likely than not. The $9.5$11.5 million of valuation allowance as of October 3, 20142, 2015 related primarily to state NOL carryforwards assumed in the Mindspeed Acquisition.Acquisition and UK tax credit and NOL carryforwards whose recovery is not considered more likely than not. The change during the year ending October 2, 2015September 30, 2016 of $2.0$1.0 million primarily relates to reporting a $1.4 million gross R&Dstate NOL and tax credit in the UK offset by a full valuation allowance, a $1.2 million state R&D tax credit offset by a full valuation allowance less a reduction of $0.6 million related to foreign entities.

carryforwards.

Our effective tax rates differ from the federal and statutory rate as follows:

   Fiscal Years 
   2015  2014  2013 

Federal statutory rate

   35.0  35.0  35.0

Foreign rate differential

   30.5    11.2    (117.9

State taxes net of federal benefit

   3.5    1.8    26.0  

Warrant liabilities

   (13.7  (3.4  51.2  

Change in valuation allowance

   (6.0  (0.3  3.2  

Research and development credits

   16.1    1.9    (98.6

Provision to return adjustments

   9.9    —      7.3  

Nondeductible compensation expense

   (8.9  (1.5  7.0  

Nondeductible legal fees

   (4.1  (1.9  —    

Nitronex losses

   —      (2.6  102.7  

Other permanent differences

   1.6    (0.8  (1.1
  

 

 

  

 

 

  

 

 

 

Effective income tax rate

   63.9  39.4  14.8
  

 

 

  

 

 

  

 

 

 

 Fiscal Years
 2016 2015 2014
Federal statutory rate35.0 % 35.0 % 35.0 %
Foreign rate differential40.1
 30.5
 11.2
State taxes net of federal benefit1.0
 3.5
 1.8
Warrant liabilities(26.7) (13.7) (3.4)
Change in valuation allowance3.0
 (6.0) (0.3)
Research and development credits16.9
 16.1
 1.9
Correction of prior period18.3
 
 
Provision to return adjustments3.5
 9.9
 
Nondeductible compensation expense(9.2) (8.9) (1.5)
Nondeductible legal fees(1.8) (4.1) (1.9)
Nitronex losses
 
 (2.6)
Other permanent differences3.3
 1.6
 (0.8)
Effective income tax rate83.4 % 63.9 % 39.4 %
For fiscal yearyears 2016, 2015 and 2014, the effective tax raterates to calculate the tax benefit on $21.6 million, $15.4 million and $40.9 million, respectively, of pre-tax loss from continuing operations waswere 83.4%, 63.9% and 39.4%, respectively. For fiscal year 2013, the effective tax rate to calculate the tax expense on pre-tax income of $2.9 million was 14.8%. The effective income tax rate for fiscal years 2016, 2015 2014 and 20132014 were primarily impacted by a lower income tax rate in many foreign jurisdictions in which our foreign subsidiaries operate, research and development tax credits, and the fair market value adjustment of warrant liabilities. For fiscal yearyears 2015 and 2016, the rate was impacted by a retroactive enactment of the R&D tax credit from fiscal yearyears 2014 and 2015, respectively, and a larger shift of the revenue associated with foreign entities taxed at lower rates as part of our auto divestiture. In addition, the effective income tax rate for fiscal yearsyear 2014 and 2013 werewas impacted by pre-acquisition Nitronex losses.

All earnings of foreign subsidiaries are considered indefinitely reinvested for the periods presented. Undistributed earnings of all foreign subsidiaries as of October 2, 2015September 30, 2016 aggregated $71.3$105.3 million, with Ireland and Grand Cayman accounting for $34.8$45.0 million and $24.3$56.3 million, respectively. It is not practicable to determine the U.S. federal and state deferred tax liabilities associated with such foreign earnings.


71




Activity related to unrecognized tax benefits is as follows (in thousands):

   Amount 

Balance — September 27, 2013

   —    

Additions based on tax positions

   (1,670

Reductions based on tax positions

   —    
  

 

 

 

Balance — October 3, 2014

  $(1,670

Additions based on tax positions

   —    

Reductions based on tax positions

   —    
  

 

 

 

Balance — October 2, 2015

  $(1,670
  

 

 

 

 Amount
Balance - October 3, 2014(1,670)
  Additions based on tax positions
  Reductions based on tax positions
Balance - October 2, 2015$(1,670)
  Additions based on tax positions
  Reductions based on tax positions
Balance at September 30, 2016$(1,670)
The balance of the unrecognized tax benefit as of October 2, 2015September 30, 2016, is included in other long-term liabilities in the accompanying consolidated balance sheets. The entire balance of unrecognized tax benefits, if recognized, will reduce income tax expense. It is our policy to recognize any interest and penalties accrued related to unrecognized tax benefits in income tax expense. During fiscal year 2015,2016, we did not make any payment of interest and penalties. There was nothing accrued in the consolidated balance sheets for the payment of interest and penalties at October 2, 2015September 30, 2016, as the remaining unrecognized tax benefits would only serve to reduce our current federal and state NOL carryforwards, if ultimately recognized.

During fiscal year 2014, we settled the federal audit for fiscal years 2011 and 2012 with no material impact upon the financial statements.

A summary of the fiscal tax years that remain subject to examination, as of October 2, 2015,September 30, 2016, for the Company’s significant tax jurisdictions are:

Jurisdiction

Tax Years
Subject to Examination

United States — States—federal

2013 - forward

United States — States—various states

2013 - forward
Ireland2012 - forward

Ireland

2012 — forward

Generally, we are no longer subject to federal income tax examinations for years before 2013, except to the extent of loss and tax credit carryforwards from those years.

16.

17. SHARE-BASED COMPENSATION PLANS

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

   Fiscal Years 
   2015   2014   2013 

Cost of revenue

  $1,949    $1,771    $1,068  

Research and development

   5,447     2,818     1,739  

Selling, general and administrative

   12,039     6,688     3,649  
  

 

 

   

 

 

   

 

 

 

Total

  $19,435    $11,277    $6,456  
  

 

 

   

 

 

   

 

 

 

Amounts presented above included share-based compensation expense in 2015, 2014 and 2013 related to employees terminated in conjunction with the Automotive divestiture in August 2015 of $0.4 million, $0.3 million and $0.1 million, respectively.

Stock Plans
We have three equity incentive plans: the Amended and Restated 2009 Stock Incentive Plan (2009 Plan), the 2012 Omnibus Incentive Plan (2012 Plan) and the 2012 Employee Stock Purchase Plan (ESPP).

Upon the closing of the IPO, all shares that were reserved under the 2009 Plan but not awarded were assumed by the 2012 Plan. No additional awards will be made under the 2009 Plan. Under the 2012 Plan, we have the ability to issue incentive stock options (ISOs), non-statutory stock options (NSOs), performance-basedperformance based non-statutory stock options, stock appreciation rights, restricted stock (RSAs), restricted stock units (RSUs), performance-based stock units (PRSUs), performance shares and other equity-based awards to employees, directors and outside consultants. The ISOs and NSOs must be granted at a price per share not less than the fair value of our common stock on the date of grant. Options granted to date primarily vest over a four-year period with 25% vesting at the end of one yearbased on certain market-based and the remaining vesting monthly thereafter.performance-based criteria as described below. Certain of the share-based awards granted and outstanding as of October 2, 2015,September 30, 2016, are subject to accelerated vesting upon a sale of the Company or similar changes in control. Options granted generally have a term of 7 to 10 years.
As of October 2, 2015,September 30, 2016, we had 9.013.9 million shares available for future grantsissuance under the 2012 Plan.

The financial impact of any modifications to share-based awards during the periods presented was not material.


Share-Based Compensation
The following table shows a summary of share-based compensation expense included in the Consolidated Statement of Operations during the periods presented (in thousands): 
 Fiscal Years
 2016 2015 2014
Cost of revenue$2,150
 $1,949
 $1,771
Research and development6,568
 5,447
 2,818
Selling, general and administrative18,236
 12,039
 6,688
Total$26,954
 $19,435
 $11,277
Amounts presented above included share-based compensation expense in fiscal years 2015 and 2014, related to employees terminated in conjunction with the Automotive divestiture in August 2015, of $0.4 million and $0.3 million, respectively.

72




As of September 30, 2016, the total unrecognized compensation costs, adjusted for estimated forfeitures, related to outstanding stock options, restricted stock awards and units including awards with time-based and performance based vesting was $49.2 million, which we expect to recognize over a weighted-average period of 2.8 years.

Stock Options

A summary of stock option activity for fiscal year 20152016 is as follows (in thousands, except per share amounts):

   Number of Shares  Weighted-Average
Exercise Price per
Share
   Weighted-
Average
Remaining
Contractual Term
(in Years)
   Aggregate
Intrinsic Value
 

Options outstanding — October 3, 2014

   948   $11.72     6.6    $10,015  
   

 

 

   

 

 

   

 

 

 

Granted

   255    33.60      

Exercised

   (288  9.08      

Forfeited, canceled or expired

   (26  27.11      
  

 

 

  

 

 

     

Options outstanding — October 2, 2015

   889   $18.4     6.19    $10,574  
  

 

 

  

 

 

   

 

 

   

 

 

 

Options vested and expected to vest — October 2, 2015

   889   $18.4     6.19    $10,574  
  

 

 

  

 

 

   

 

 

   

 

 

 

Options exercisable — October 2, 2015

   644   $12.63     6.03    $10,574  
  

 

 

  

 

 

   

 

 

   

 

 

 

 Number of Shares Weighted-Average Exercise Price per Share Weighted-Average Remaining Contractual Term (in Years) Aggregate Intrinsic Value
Options outstanding - October 2, 2015889
 $18.40
    
Granted305
 32.22
    
Exercised(130) 9.61
    
Forfeited, canceled or expired(16) 40.04
    
Options outstanding - September 30, 20161,048
 $23.18
 5.79 20,073
Options vested and expected to vest - September 30, 20161,048
 $23.18
 5.79 20,073
Options exercisable - September 30, 2016508
 $12.91
 5.68 14,939
Aggregate intrinsic value represents the difference between our closing stock price on October 2, 2015,September 30, 2016, and the exercise price of outstanding, in-the-money options. The total intrinsic value of options exercised was $3.7 million, $7.1 million $7.6 million and $8.4$7.6 million for fiscal year 2016, 2015 and 2014, respectively.
Stock Options with Performance-based Vesting Criteria
In April 2016, we granted 5,000 non-qualified stock options which will vest subject to certain performance metrics such as revenue and 2013, respectively.

gross margin targets being achieved. These performance stock options were valued at $10.54 per share at the date of grant using the Black-Scholes option pricing model.

In April 2015 and May 2015, the Company granted 225,000 performance-basednon-qualified stock options for shares of common stock with anwhich will vest subject to certain performance metrics such as revenue and gross margin targets being achieved. The aggregate grant date fair value of these stock options was approximately $2.0 million thaton the date of grant and are subject to vesting based on aperformance and service and individual performance targets. The Companyconditions being met. We used thea Black-Scholes valuation model for estimating the fair value on the date of grant of $10.35 and $10.12 per option share, respectively. The fair value of stock option awards isoptions are affected by valuation assumptions, including volatility, the Company’s stock price, expected term of the option, risk-free interest rate and expected dividends.

The weighted-average assumptions used for calculating the fair value of These stock options granted is as follows:

Risk-free interest rate

1.2

Expected term (years)

4.0

Expected volatility

36.2

Expected dividends

—  

The performance-based stock options described above will fully vest and become exercisable in full if certain pre-established revenue and non-GAAP gross margin targetsperformance criteria are met or exceeded in any period of four consecutive fiscal quarters completed during the term of the options.options based on pre-established revenue and gross margin targets. The stock options have a term of seven years, assuming continued employment with or services to the Company, and have an average exercise price of $34.06 and equal to the closing price of the Company’s common stock on the date of grant.

The weighted average Black-Scholes input assumptions used for calculating the fair value of stock options are as follows:
 Fiscal Years
 2016 2015 2014
Risk-free interest rate1.2% 1.2% %
Expected term (years)4.0
 4
 0
Expected volatility31.8% 36.2% %
Expected dividends% % %
Stock Options with Market-based Vesting Criteria
In November 2015, we granted 300,000 non-qualified stock options with a grant date fair value of $3.5 million that are subject to vesting only upon the market price of our underlying public stock closing above a certain price target within seven years of the date of grant. These non-qualified stock options with market related vesting conditions were valued using a Monte Carlo simulation model. Share-based compensation expense is recognized regardless of the number of awards that are earned based on the market condition and is recognized on a straight-line basis over the estimated service period of approximately three years. In the event that the Company’s underlying public stock achieves the target price of $64.22 per share based on a 30 day trailing average prior to the end of the estimated service period, any remaining unamortized compensation cost will be recognized.
In September 2015, we granted 30,000 stock optionoptions awards, with an exercise price of $29.80, under the 2012 stock compensation planPlan with a grant date fair value of $0.4 million that are subject to vesting only upon the closing market price of the Company’sCompany's underlying public stock being equal to or in excess ofclosing

73




at $63.60 per share for at least a period of not less thanconsecutive three consecutive trading days.day period. These stock optionsoptions' fair value of $12.38 per option was estimated using a Monte Carlo simulation model based on the market conditions vesting condition. Compensation cost is recognized on a straight-line basis over the estimated service period of approximately three years, expiring in September 2022.

In April 2014, we granted stock options as to 405,000 options to purchaseshares of common stock with a grant date fair value of $3.5 million that are subject to vesting only upon the market price of the Company’sour underlying public stock closing at or above $32.55 per sharea certain price target within ten years of the grant date. Due to the market condition upon which vesting is based, the fair value of the awards was estimated using a Monte Carlo simulation model. Compensation costexpense is recognized regardless of the number of awards that are earned based on the market condition. Compensation costcondition and is recognized on a straight-line basis over the estimated service period of three years. In the event that the Company’s common stock achieves the target price of $32.55 per share prior to the end of the estimated service period, any remaining unamortized compensation cost will be recognized.

During the second fiscal quarter of 2015, the Company’sour common stock closed at a price of $34.79 per share, exceeding the target price of $32.55 per share, which resulted in the recognition of approximately $2.5 million of compensation expense during the fiscal year.

expense.

The weighted-averageweighted average Monte Carlo input assumptions used for calculating the fair value of stock options granted during fiscal year 2014, isare as follows:

Risk-free interest rate

2.71

Expected term (years)

10

Expected volatility

42.6

Expected dividends

—  

 Fiscal Years
 2016 2015 2014
Risk-free interest rate2.1% 1.9% 2.7%
Expected term (years)7
 7
 10
Expected volatility36.5% 37.4% 42.6%

Restricted Stock Awards and Units

A summary of restricted stock awards and units activity for fiscal year 20152016 is as follows (in thousands):

   Number of
Shares
   Weighted-Average
Remaining
Contractual Term
in Years
   Aggregate
Intrinsic Value
 

Issued and unvested — October 3, 2014

   1,720     2.3    $37,200  

Granted

   821      

Vested

   (704    

Forfeited, canceled or expired

   (145    
  

 

 

     

Issued and unvested shares — October 2, 2015

   1,692     1.4    $48,375  
  

 

 

   

 

 

   

 

 

 

Shares expected to vest

   1,586     1.3    $45,328  
  

 

 

   

 

 

   

 

 

 

 Number of Shares Weighted-Average Grant Date Fair Value Aggregate Intrinsic Value
Issued and unvested - October 2, 20151,692
 $25.30
 $48,375
Granted864
 39.73
  
Vested(750) 23.88
  
Forfeited, canceled or expired(98) 33.36
  
Issued and unvested shares - September 30, 20161,708
 32.76
 $72,165
As of October 2, 2015,September 30, 2016, the aggregate intrinsic value of vesting restricted stock units including time-based and performance units was $45.3$67.3 million for fiscal year 2015.2016. The total fair value of restricted stock awards and units vesting was $26.5 million, $23.3 million $9.2 million and $3.9$9.2 million for the fiscal years 2015, 2014 and 2013, respectively.

On April 22,2016, 2015 and May 5, 2015, we issued performance-based RSUs2014, respectively.

PRSU awards, which wereare also included in the table above, have two vesting conditions (1) based on performance where awards are divided into three equal tranches with one trancheand will vest based on ourachieving certain adjusted earnings per share (EPS) growth during fiscaltargets and (2) a service condition where the employee must be employed on May 15th of the following year 2015, one tranche basedonce the performance condition being met. Depending on adjusted EPS growth during fiscal years 2015-2016 and one tranche based on adjusted EPS growth during fiscal years 2015-2017. Athe actual performance achieved, a participant may earn between 0% to 300% of the targeted shares for each tranche which is determined based on actual performance, and a straight-line interpolation will be applied for the achievement between the specified performance ranges. Once earned,PRSU awards were granted during fiscal year 2015 and 2016 with performance criteria and service conditions have been met on the performance-based RSUs will be settledfirst tranche of fiscal year 2015 awards resulting in sharesa vesting at 300% of targeted shares. The performance criteria for the first tranche of the Company’s common stock,fiscal year 2016 awards and the second tranche of the fiscal year 2015 awards have met and are expected to vest assuming continued employment with, or services to us, through the vest date of May 15th15th following each tranchesthe date of when the performance criteria being met at period end.

A summaryhas been met. Incremental PRSU awards that could ultimately vest if all performance criteria are achieved would be 240,585 shares assuming a maximum of PRSU activity during the fiscal year ended October 2, 2015 is as follows:

   Non-vested
Performance-based
Restricted Stock Units
   Weighted-Average
Grant-Date Fair
Value per PRSU
 

Unvested shares at October 3, 2014

   —      

Granted

   83,954    $34.39  

Change due to performance condition achievement

   251,862    $34.39  

Vested

   —      

Forfeited

   —      
  

 

 

   

 

 

 

Unvested shares at October 2, 2015

   335,816    $34.39  
  

 

 

   

 

 

 

The total fair value of restricted stock award units with time-based and performance vesting was $7.8 million for the fiscal year ended October 2, 2015.

In April 2015, the Company approved an amended and restated Change in Control Plan to exclude certain performance-based options and to increase the percentage by which outstanding performance-based equity awards, other than those specifically excluded) will be deemed earned in the event of a change in control, from 100% of target to 200% of targeted shares. Other share-based awards granted and outstanding as of October 2, 2015, are subject to accelerated vesting upon a sale300% of the Company or similar changes in control.

In conjunction with the Automotive divestiture, the Compensation Committee approved the acceleration of all unvested and outstanding RSU awards for employees who were terminated and accepted employment with the acquiring company effective upon the closing date of the transaction. Accordingly, during the fourth quarter of fiscal year ended October 2, 2015, we recorded additional stock compensation expense related to approximately 20 employees of $1.2 million related to this equity modification to accelerate vesting of unvestedtargeted shares.

As of October 2, 2015, total unrecognized compensation cost, adjusted for estimated forfeitures, related to stock options, restricted stock awards and units including awards with time-based and performance vesting was $37.8 million, which is expected to be recognized over the next 3.4 years.

Employee Stock Purchase Plan (ESPP)

Concurrently with the IPO in March 2012, the ESPP became effective.

The ESPP allows eligible employees to purchase shares of our common stock at a discount through payroll deductions of up to 15% of their eligible compensation, subject to any plan limitations. In administering the ESPP, the board of directors has limited discretion to set the length of the offering periods thereunder. As of October 2, 2015,September 30, 2016, total unrecognized compensation cost related to the ESPP was not material. In fiscal years 2016 and 2015, approximately 154,000 and 2014, approximately 176,000, and 150,000, respectively, of shares of common stock were issued under the ESPP.

The 2012 Plan contains an “evergreen” provision, pursuant to which the number of shares of common stock available for issuance under the 2012 Plan can be increased on the first day of each fiscal year equal toby the lesser of (a) 4.0% of outstanding common stock on a fully diluted basis as of the end of the immediately preceding fiscal year, (b) 1.9 million shares of common stock and (c) a lesser amount determined by the board of directors; provided, however, that any shares from any increases in previous years that are not actually issued will continue to be available for issuance under the 2012 Plan. The ESPP also contains an “evergreen” provision, pursuant to which the

74




number of shares of common stock available for issuance under the ESPP can be increased on the first day of each fiscal year equal toby the lesser of (a) 1.25% of outstanding common stock on a fully diluted basis as of the end of the immediately preceding fiscal year, (b) 550,000 shares of common stock and (c) a lesser amount

determined by the board of directors; provided, however, that any shares from any increases in previous years that are not actually issued will continue to be available for issuance under the ESPP. In fiscal year 2015,2016, pursuant to the evergreen provisions, the number of shares of common stock available for issuance under the 2012 Plan and the ESPP were increased by 1.9 million shares and 550,000 shares, respectively.

17.

18. STOCKHOLDERS’ EQUITY

Outstanding

We have authorized 10 million shares of $0.001 par value preferred stock and 300 million shares of $0.001 par value common stock as of September 30, 2016 and October 2, 2015. The outstanding shares of common stock as of September 30, 2016 and October 2, 2015, presented in the accompanying consolidated statements of stockholders’ equity, asexclude 3,300 and 11,000 unvested shares of October 2, 2015 and October 3, 2014, exclude 11,000 and 59,000 shares,restricted stock awards, respectively, issued as compensation to employees that were subject to forfeiture, pending continued employment with us through stated vesting dates.

forfeiture.

Common Stock Warrants—In March 2012, we issued warrants to purchase 1,281,358 shares of common stock for $14.05 per share. The warrants expire December 21, 2020, or earlier as per the terms of the agreement, including immediately following consummation of a sale of all or substantially all assets or capital stock or other equity securities, including by merger, consolidation, recapitalization or similar transactions. Prior to completion of the IPO in March 2012, the number of shares issuable upon exercise of the warrants were subject to potential increases pursuant to certain antidilution rights included in the agreements the holders of the warrants have the right in certain circumstances to require us to register the underlying shares of common stock for resale under the Securities Act. We do not currently have sufficient registered and available shares to immediately satisfy thea request for registration, if such isa request were made. As of October 2, 2015,September 30, 2016, no exercise of the warrants had occurred and no request had been made to register the warrants or any underlying securities for resale by the holders.

We are recording the estimated fair values of the warrants as a long-term liability in the accompanying consolidated financial statements with changes in the estimated fair value being recorded in the accompanying statements of operations. The following is a summary of the activity of the warrant liability (in thousands):

Balance — September 27, 2013

  $11,873  

Change in estimated fair value

   3,928  
  

 

 

 

Balance — October 3, 2014

   15,801  

Change in estimated fair value

   6,021  
  

 

 

 

Balance — October 2, 2015

  $21,822  
  

 

 

 

18.


19. RELATED-PARTY TRANSACTIONS

GaAs Labs, LLC (GaAs Labs), a former stockholder and an affiliate of directors and then majority stockholders John and Susan Ocampo, engaged the Companycontinues to engage us to provide administrative and business development services to GaAs Labs on a time and materials basis. There are no minimum service requirements or payment obligations and the agreement may be terminated by either party with 30 days notice. We did not record any related revenue in
In the fiscal year 2015 andended September 30, 2016, we recorded related revenuecharges to GaAs Labs of $0.1 million and $0.4$0.1 million in fiscal years 2016 and 2014, and 2013, respectively. Servicesrespectively, for services provided pursuant to this agreement,agreement. No charges were recorded in fiscal year 2015. We have recorded these amounts as other income in the accompanying consolidated statements of operations.

In fiscal years 2016, 2015 2014 and 2013,2014, we recorded revenue of $0.1 million, $1.1 million $0.2 million and $0.20.2 million, respectively, fromassociated with product sales of product to a privately-heldpublic company with a common director.

19.

20. DISCONTINUED OPERATIONS

In the fourth quarterAugust of fiscal year 2015, we sold our Automotive business to Autoliv ASP IncInc. (Autoliv) as the Automotive business was not consistent with our long-term strategic vision from both a growth and profitability perspective. The agreed consideration included $82.1 million in cash paid at closing subject to customary working capital and other adjustments, $18.0 million payable in eighteen months pending resolution of any

contingencies as part of an indemnification agreement, plus the opportunity to receive up to an additional $30.0 million in cash based on achievement of revenue-based earnout targets through 2019. Additionally, we entered into a Consulting Agreement pursuant to which we may provide Autoliv with certain non-design advisory services for a period of two years following the closing of the transaction for up to $15.0 million in cash.

In the fourth quarter of

During fiscal year 2015, we recorded a pre-tax gain on the sale of the Automotive business of $61.8 million based on the $82.1 million received at closing on August 17, 2015, as described above.  We expect that theThe remainder of the consideration to be received from Autoliv, if any, including any amounts related to the consulting agreement, will beingbe accounted for in discontinued operations when the contingencies are finalized and the proceeds, are realizable over the next several years.

if any, become realizable.

In fiscal year 2014, subsequent to closing the Mindspeed Acquisition, we decided to divestdivested the wireless business of Mindspeed. The operations of the wireless business are included in discontinued operations through the date of sale. There was no initial gain or loss on the sale which closed in February 2014.  We received $12.3 million of proceeds from the saleThe selling price of the wireless business during fiscal 2014was $12.3 million and an additional $3.1 million during fiscal 2015was received upon settlement of all indemnification holdbacks resultingduring fiscal year 2014. The final settlement of $1.6 million was received in September 2015, and recorded as a pre-tax gain of $1.6 million.

within discontinued operations.

Additionally during fiscal year 2014, we sold non-core assets representing one product line, receiving cash proceeds aggregating $12.0 million. We have no continuing interests in these assets. There was no gain or loss on the sale, which closed in May 2014, and results of this product line are included in continuing operations.

The accompanying consolidated statement of operations includes the following operating results related to these divested businesses (in thousands):

   Automotive Business  Mindspeed Wireless
Business
 
   Fiscal Years  Fiscal Years 
   2015  2014  2013  2015   2014 

Revenue

  $71,712   $79,473   $80,368   $—      $2,439  

Cost of revenue

   46,931    51,425    53,153    —       1,249  
  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

 

Gross profit

   24,781    28,048    27,215    —       1,190  

Operating expenses:

       

Research and development

   2,319    2,334    2,083    —       4,531  

Selling, general and administrative

   2,441    3,586    747    —       1,078  

Restructuring charges

   —      —      —      —       2,962  
  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

 

Total operating expenses

   4,760    5,920    2,830    —       8,571  
  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

 

Income (loss) from discontinued operations

   20,021    22,128    24,385    —       (7,381

Other income (expense)

   4,000    —      —      —       —    

Gain on sale

   61,771    —      —      1,550     —    
  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

 

Income (loss) before income taxes

   85,792    22,128    24,385    1,550     (7,381

Income tax provision (benefit)

   32,652    8,032    8,852    559     (2,776
  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

 

Income (loss) from discontinued operations

  $53,140   $14,096   $15,533   $991    $(4,605
  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

 

Above includes depreciation & amortization of

  $189   $302   $311   $—      $—    

Cashflow from Operating Activities

  $(9,513 $16,945   $11,798   $991    $(4,605

Cashflow from Investing Activities

  $(505 $(275 $(48 $—      $—    

Cash flow from investing activities presented above excludes proceeds from


75




 Automotive Business Mindspeed Wireless Business
 Fiscal Years Fiscal Years
 2016 2015 2014 2016 2015 2014
Revenue$
 $71,712
 $79,473
 $
 $
 $2,439
Cost of revenue
 46,931
 51,425
 
 
 1,249
Gross profit
 24,781
 28,048
 
 
 1,190
Operating expenses:          

Research and development
 2,319
 2,334
 
 
 4,531
Selling, general and administrative
 2,441
 3,586
 
 
 1,078
Restructuring charges
 
 
 
 
 2,962
Total operating expenses
 4,760
 5,920
 
 
 8,571
Income from discontinued operations
 20,021
 22,128
 
 
 (7,381)
Other income7,500
 4,000
 
 
 
 
Gain on sale308
 61,771
 
 
 1,550
 
Income (loss) before income taxes7,808
 85,792
 22,128
 
 1,550
 (7,381)
Income tax provision (benefit)2,786
 32,652
 8,032
 
 559
 (2,776)
Income (loss) from discontinued operations$5,022
 $53,140
 $14,096
 $
 $991
 $(4,605)
           

Above includes depreciation & amortization of$
 $189
 $302
 $
 $
 $
Cashflow from Operating Activities$
 $(9,513) $16,945
 $
 $991
 $(4,605)
Cashflow from Investing Activities$7,500
 $(505) $(275) $
 $
 $
Other income recorded during the fiscal year ended September 30, 2016, related to the Consulting Agreement with Autoliv. The gain on sale recorded during the fiscal year ended September 30, 2016, related to the adjustment of accruals established at the time of the sale of the Automotive business.

20. Amounts recorded during the fiscal year ended October 2, 2015, were from ongoing operating activities prior to the sale of the Automotive business.


76




21. EARNINGS PER SHARE

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

   Fiscal Years 
   2015   2014   2013 

Numerator:

      

Income (loss) from continuing operations

  $(4,597  $(24,814  $2,663  

Loss from discontinued operations

   54,131     9,491     15,533  
  

 

 

   

 

 

   

 

 

 

Net income (loss)

   48,589     (15,323   18,196  
  

 

 

   

 

 

   

 

 

 

Warrant liability gain

   —       —       —    
  

 

 

   

 

 

   

 

 

 

Net income (loss) attributable to common stockholders

  $48,589    $(15,323  $18,196  
  

 

 

   

 

 

   

 

 

 

Denominator:

      

Weighted average common shares outstanding-basic

   51,146     47,009     45,916  

Dilutive effect of options and warrants

   —       —       1,221  
  

 

 

   

 

 

   

 

 

 

Weighted average common shares outstanding-diluted

   51,146     47,009     47,137  
  

 

 

   

 

 

   

 

 

 

Common stock earnings per share-basic:

      

Continuing operations

  $(0.11  $(0.53  $0.06  

Discontinued operations

   1.06     0.20     0.34  
  

 

 

   

 

 

   

 

 

 

Net common stock earnings per share-basic

  $0.95    $(0.33  $0.40  
  

 

 

   

 

 

   

 

 

 

Common stock earnings per share-diluted:

      

Continuing operations

  $(0.11  $(0.53  $0.06  

Discontinued operations

   1.06     0.20     0.33  
  

 

 

   

 

 

   

 

 

 

Net common stock earnings per share-diluted

  $0.95    $(0.33  $0.39  
  

 

 

   

 

 

   

 

 

 

 Fiscal Years
 2016 2015 2014
Numerator:     
Income (loss) from continuing operations$(3,588) $(5,542) $(24,814)
Income (loss) from discontinued operations5,022
 54,131
 9,491
Net income (loss)1,434
 48,589
 (15,323)
Warrant liability gain
 
 
Net income (loss) attributable to common stockholders$1,434
 $48,589
 $(15,323)
Denominator:     
Weighted average common shares outstanding-basic53,364
 51,146
 47,009
Dilutive effect of options and warrants
 
 
Weighted average common shares outstanding-diluted53,364
 51,146
 47,009
Common stock earnings per share-basic:     
Continuing operations$(0.07) $(0.11) $(0.53)
Discontinued operations0.09
 1.06
 0.20
Net common stock earnings per share-basic$0.03
 $0.95
 $(0.33)
Common stock earnings per share-diluted:     
Continuing operations$(0.07) $(0.11) $(0.53)
Discontinued operations0.09
 1.06
 0.20
Net common stock earnings per share-diluted$0.03
 $0.95
 $(0.33)
The followingtable above excludes the effects of 1,855, 2,056 and 1,408 shares for the fiscal years ended 2016, 2015 and 2014, respectively, of potential shares of common equivalent shares were excluded fromstock issuable upon exercise of stock options, restricted stock and restricted stock units and warrants as the calculation from net income per share as their inclusion would have been antidilutive (in thousands):

   Fiscal Years 
   2015   2014   2013 

Stock options and restricted stock

   1,342     1,079     —    

Warrants

   714     329     —    
  

 

 

   

 

 

   

 

 

 

Total common stock equivalent shares excluded

   2,056     1,408     —    
  

 

 

   

 

 

   

 

 

 

21.be antidilutive.

22. SUPPLEMENTAL CASH FLOW INFORMATION

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

   Fiscal Years 
   2015   2014   2013 

Cash paid for interest

  $15,607    $6,994    $501  

Cash paid for income taxes

  $22,676    $4,668    $7,318  

As of September 30, 2016 and October 2, 2015, and October 3, 2014, we had $3.2$0.8 million and $2.4$3.2 million, respectively, in unpaid amounts related to purchases of property and equipment and intangibles included in accounts

payable and accrued liabilities during each period. These amounts have been excluded from the payments for purchases of property and equipment in the accompanying consolidated statements of cash flows until paid.

payable and accrued liabilities. These amounts have been excluded from the payments for purchases of property and equipment until paid.

Upon closing the Mindspeed Acquisition, we assumed $40.2 million of the seller’sseller's indebtedness, all of which was paid in fiscal year 2014.

22.

The following is supplemental cash flow information regarding noncash investing and financing activities:
 Fiscal Years
 2016 2015 2014
  Cash paid for interest$16,335
 $15,607
 $6,994
  Cash paid (refunded) for income taxes$(373) $22,676
 $4,668


77




23.     ACCUMULATED OTHER COMPREHENSIVE INCOME

(LOSS)


The components of accumulated other comprehensive income (loss), net of income taxes, are as follows:

   Foreign
currency items
   Other items   Total 

Balance — September 27, 2013

  $(167  $—      $(167

Foreign currency translation adjustment

   (1,097   —       (1,097

Pension adjustment, net of tax

   —       (90   (90
  

 

 

   

 

 

   

 

 

 

Balance — October 3, 2014

   (1,264   (90   (1,354

Foreign currency translation, net of tax

   (918   —       (918

Other adjustments

   —       90     90  

Unrealized gain/loss on short term investments

   —       (97   (97
  

 

 

   

 

 

   

 

 

 

Balance — October 2, 2015

  $(2,182  $(97  $(2,279
  

 

 

   

 

 

   

 

 

 

23.

 Foreign currency items Other items Total
Balance - October 3, 2014$(1,264) $(90) $(1,354)
Foreign currency translation adjustment(918) 
 (918)
Other adjustment, net of tax
 90
 90
Unrealized gain/loss on short term investments
 (97) (97)
Balance - October 2, 2015(2,182) (97) (2,279)
Foreign currency translation, net of tax11,320
 
 11,320
Unrealized gain/loss on short term investments
 (2) (2)
Balance at September 30, 2016$9,138
 $(99) $9,039
24. GEOGRAPHIC AND SIGNIFICANT CUSTOMER INFORMATION

We have one reportable operating segment whichthat designs, develops, manufactures and markets semiconductors and modules. The determination of the number of reportable operating segments is based on the chief operating decision maker’s use of financial information for the purposes of assessing performance and making operating decisions. In evaluating financial performance and making operating decisions, the chief operating decision maker primarily uses consolidated net revenue, gross profit and operating income (loss).

Information about our operations in different geographic regions, based upon customer locations, is presented below (in thousands):

   Fiscal Years 

Revenue by Geographic Region

  2015   2014   2013 

United States

  $152,974    $134,436    $110,686  

China

   92,493     33,308     21,057  

Taiwan

   56,421     34,344     10,612  

Other countries (1)

   118,721     137,101     100,348  
  

 

 

   

 

 

   

 

 

 

Total

  $420,609    $339,189    $242,703  
  

 

 

   

 

 

   

 

 

 

 Fiscal Years
Revenue by Geographic Region2016 2015 2014
United States$155,998
 $152,974
 $134,436
Asia Pacific (1)346,670
 231,369
 148,141
Other Countries (2)41,670
 36,266
 56,612
Total$544,338
 $420,609
 $339,189

 As of
 September 30,
2016
 October 2,
2015
Long-Lived Assets by Geographic Region 
United States$79,832
 $72,617
Asia Pacific (1)16,614
 8,740
Other Countries(2)2,721
 2,402
Total$99,167
 $83,759
(1)Asia Pacific represents China, Taiwan, Hong Kong, Japan, Singapore, India, Thailand, Korea, Australia, Malaysia and the Philippines.
(2)No other international countriescountry or region represented greater than 10% of the total net long-lived assets or revenue duringas of the periods presented.dates presented, other than the Asia-Pacific region as presented above.

   As of 

Long-Lived Assets by Geographic Region

  October 2,
2015
   October 3,
2014
 

United States

  $72,617    $41,726  

International (1)

   11,142     8,326  
  

 

 

   

 

 

 

Total

  $83,759    $50,052  
  

 

 

   

 

 

 

No other international country or region represented greater than 10% of the total net long-lived assets as of the dates presented.

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

   Fiscal Years 

Revenue

  2015  2014  2013 

Customer A

   18  19  21

Customer B

   12  10  —  

    October 2,
2015
  October 3,
2014
 

Accounts Receivable

   

Customer A

   22  20

Customer B

   14  2

Customer C

   10  8

 Fiscal Years
Revenue2016 2015 2014
Customer A15% 8% 4%
Customer B12% 12% 10%
Customer C11% 18% 19%

78




 September 30,
2016
 October 2,
2015
Accounts Receivable 
Customer A11% 14%
Customer B16% 10%
Customer C11% 22%
No other customer represented more than 10% of revenue or accounts receivable in the periods presented in the accompanying consolidated financial statements. In fiscal years 2016, 2015 and 2014, and 2013,our top ten customers represented an aggregate of 57%62%, 52%57% and 47%52% of total revenue, respectively.

24.

25.     QUARTERLY FINANCIAL DATA (UNAUDITED)


(In thousands, except per share data)

  First
Quarter
  Second
Quarter
  Third
Quarter
  Fourth
Quarter
  Fiscal
Year
 

Fiscal Year 2015

     

Revenue

 $96,556   $102,431   $109,058   $112,564   $420,609  

Gross profit

  47,419    46,714    52,496    56,961    203,590  

Income (loss) from continuing operations (1)

  (9,963  (11,176  1,756    13,841    (5,542

Income (loss) from discontinued operations (1)

  3,657    3,639    6,271    40,564    54,131  

Per share data (2)

     

Income (loss) from continuing operations, basic

 $(0.21 $(0.22 $0.03   $0.26   $(0.11
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Income (loss) from discontinued operations, basic

 $0.08   $0.07   $0.12   $0.76   $1.06  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Per share data (2)

     

Income (loss) from continuing operations, diluted (3)

 $(0.21 $(0.22 $0.03   $0.08   $(0.11
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Income (loss) from discontinued operations, diluted

 $0.08   $0.07   $0.11   $0.74   $1.06  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Fiscal Year 2014

     

Revenue

 $64,278   $87,734   $93,318   $93,859   $339,189  

Gross profit

  28,408    20,142    43,606    48,784    140,940  

Income (loss) from continuing operations

  (10,853  (23,189  (1,350  10,578    (24,814

Income (loss) from discontinued operations (1)

  1,932    1,067    2,533    3,959    9,491  

Per share data (2)

     

Income (loss) from continuing operations, basic

 $(0.23 $(0.50 $(0.03 $0.22   $(0.53
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Income (loss) from discontinued operations, basic

 $0.04   $0.02   $0.05   $0.08   $0.20  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Per share data (2)

     

Income (loss) from continuing operations, diluted

 $(0.23 $(0.50 $(0.03 $0.22   $(0.53
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Income (loss) from discontinued operations, diluted

 $0.04   $0.02   $0.05   $0.08   $0.20  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

   First Quarter  Second Quarter  Third Quarter  Fourth Quarter  Fiscal Year
 
 Fiscal Year 2016         
  Revenue$115,774
 $133,579
 $142,288
 $152,697
 $544,338
  Gross profit60,318
 65,525
 73,962
 81,804
 281,609
  Income (loss) from continuing operations (1)(16,770) (12,045) 21,353
 3,874
 (3,588)
  Income (loss) from discontinued operations (1)1,199
 1,396
 1,199
 1,228
 5,022
  Per share data (2)         
    Income (loss) from continuing operations, basic$(0.32) $(0.23) $0.40
 $0.07
 $(0.07)
    Income (loss) from discontinued operations, basic$0.02
 $0.03
 $0.02
 $0.02
 $0.09
  Per share data (2)         
    Income (loss) from continuing operations, diluted$(0.32) $(0.23) $0.11
 $0.07
 $(0.07)
    Income (loss) from discontinued operations, diluted$0.02
 $0.03
 $0.02
 $0.02
 $0.09
           
 Fiscal Year 2015         
  Revenue$96,556
 $102,431
 $109,058
 $112,564
 $420,609
  Gross profit47,419
 46,714
 52,496
 56,961
 203,590
  Income (loss) from continuing operations(9,963) (11,176) 1,756
 13,841
 (5,542)
  Income (loss) from discontinued operations (1)3,657
 3,639
 6,271
 40,564
 54,131
  Per share data (2)         
    Income (loss) from continuing operations, basic$(0.21) $(0.22) $0.03
 $0.26
 $(0.11)
    Income (loss) from discontinued operations, basic$0.08
 $0.07
 $0.12
 $0.76
 $1.06
  Per share data (2) (3)         
    Income (loss) from continuing operations, diluted$(0.21) $(0.22) $0.03
 $0.08
 $(0.11)
    Income (loss) from discontinued operations, diluted$0.08
 $0.07
 $0.11
 $0.74
 $1.06
____________
(1)During the fourth quarter of fiscal year 2015 we divested our Automotive business and during the second quarter of fiscal year 2014, we divested the Mindspeed wireless business.
(2)Earnings per share calculations for each of the quarters are based on the weighted average number of shares outstanding and included common stock equivalents in each period. Therefore, the sums of the quarters maydo not necessarily equal the full year earnings per share.
(3)Diluted income (loss) per shares for the fiscal third quarter 2016 and 2015, and fiscal fourth quarter 2015, excludesexclude $15.3 million, $0.5 million and $9.7 million, respectively, related to warrant liability gain.

25. SUBSEQUENT EVENTS

On November 17, 2015, we entered into a definitive agreement to acquire FiBest Limited (FiBest), a Japan-based merchant market component supplier of optical sub assemblies, in an all-cash transaction valued at approximately ¥7.3 billion, or $60 million. We expect to fund the purchase price of the acquisition with available cash. Closing is subject to customary closing conditions and is expected to occur during the company’s fiscal first quarter of 2016.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

None.

ITEM 9A. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are intended to ensure that information that would be required to be disclosed in Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including the Principal Executive Officer and the Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

We carried out an


79




An evaluation was performed, under the supervision, and with the participation of our management, including our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of October 2, 2015. We acquired BinOptics on December 15, 2014. During our fiscal year 2015 we commenced integrating BinOptics into our internal controls over financial reporting procedures. As such the scope of our evaluation of the effectiveness of our disclosure controls and procedures for fiscal year 2015 did not include the internal control over financial reporting of BinOptics for periods prior to integration. BinOptics pre-integration total assets and revenue were not material to our consolidated 2015 total assets and revenue.September 30, 2016. Based on this evaluation, our Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures were not effective as of October 2, 2015 due toSeptember 30, 2016 at the material weakness in internal control over financial reporting described below.

Management has identified a material weakness in its internal control over financial reporting related to information technology general controls in the areas of user access security and program change management. For additional information regarding the nature of this material weakness, see “Management’s Report on Internal Control Over Financial Reporting” below. We have developed a remediation plan for this material weakness, which is described below under “Remediation Activities.”

Notwithstanding the identified material weakness and management’s assessment that internal control over financial reporting was ineffective as of October 2, 2015, management believes that the audited consolidated financial statements contained in this Annual Report fairly present, in all material respects, our financial condition, results of operations and cash flows for the fiscal years presented in conformity with accounting principles generally accepted in the United States of America. Additionally, this material weakness did not result in any restatements of our audited consolidated financial statements and disclosures for any prior period previously reported by us.

Management’sreasonable assurance level.

Management's Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, ourthe company’s principal executive and principal financial officers and effected by ourthe company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles generally accepted inand includes those policies and procedures that:
Pertain to the United Statesmaintenance of America. Internal control over financial reporting includes maintaining records that in reasonable detail accurately and fairly reflect ourthe transactions and dispositiondispositions of assets; providingthe assets of the company;
Provide reasonable assurance that transactions are recorded as necessary forto permit preparation of our financial statements; providing reasonable assurancestatements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and board authorizations;directors of the company; and, providing
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of ourthe company’s assets that could have a material effect on ourthe financial statements.

Because of its inherent limitations, internal control over financial reporting ismay not intended to provide absolute assurance that a misstatement of our financial statements would be preventedprevent or detected. Also, projectionsdetect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management, with the participation of our Principal Executive and Principal Financial Officers, conducted an evaluation of

Our management assessed the effectiveness of our internal control over financial reporting as of October 2, 2015 based onSeptember 30, 2016. In making this assessment, the framework andcompany’s management used the criteria established inInternal Control—Integrated Framework (2013) issuedset forth by the Committee of Sponsoring Organizations of the Treadway Commission. This evaluation included review of the documentation of controls, evaluation of the design effectiveness of controls, testing of the operating effectiveness of controls and a conclusionCommission (COSO) in Internal Control-Integrated 2013 Framework.
Based on this evaluation. Based on the foregoing,assessment, our management concluded that, as of September 30, 2016, our internal control over financial reporting was notis effective asbased on those criteria.
The effectiveness of October 2, 2015 for the reasons described below.

In the course of completing our assessment of internal control over financial reporting as of October 2, 2015, management identified a number of deficiencies related to the design and operating effectiveness of information technology (“IT”) general controls for certain information systems including our primary ERP system that comprise part of our system of internal controlSeptember 30, 2016 has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report which is included herein.

Changes in Internal Control over financial reporting and are relevant to the preparation of its consolidated financial statements (such information technology systems are referred to as the “affected IT systems”). Specifically, our process lacks sufficientFinancial Reporting
Remediation Activities. During fiscal year 2016, we implemented additional internal controls intended to ensure (i) that access to affected IT systems, and the ability to make program changes, were adequately restricted to appropriate personnel and (ii) that the activities of individuals with access to modify data and make program changes were appropriately monitored.

As a result of the deficiencies within the aforementioned information technology environment, there is a possibility that the effectiveness of business process controls, which are dependent on the affected IT systems, or electronic data and financial reports, generated from the affected IT systems, could be adversely impacted. Therefore, management has concluded that, as of October 2, 2015, there was a material weakness in internal control over financial reporting related to information technology general controls in the areas of user access security and program change management for the affected IT systems. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

Changes in Internal Control over Financial Reporting

During our fourth fiscal quarter 2015 we implemented additional procedures associated with our acquisition related internal controls over financial reporting and also performed extensive analysis related to our acquisition related financial reporting and disclosures. As a result of the implementation of these additional fourth quarter 2015 procedures and analysis we concluded that we have remediated the material weakness associated with purchase accounting and reporting of the BinOptics acquisition identified during the nine months ended July 3, 2015. In addition, during our fourth fiscal quarter we identified a material weakness in our IT systems as described above. Other than these two items, there have been no changes in the Company’s internal control over financial reporting that occurred during the three months ended October 2, 2015 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Remediation Activities

We aremanagement. Management actively engaged in the implementation of aefforts related to this remediation plan in order to ensure that internal controls contributingwhich contributed to this material weakness arewere properly designed appropriately and to ensure that they will operate effectively. The remediation actions we are takingtaken during fiscal year 2016 included the following:

Improving the design, operation and expect to take include the following:

Implementationmonitoring of improvedcontrol activities and procedures associated with restricted user and administrator access security and program management controls, inclusive of monitoring controls, to enable optimal security configuration with appropriate segregation of duties forto the affected IT systems.

systems, including both preventive and detective control activities.

EnhanceEnhancing existing program change management control activities, forincluding tracking of access, authorizations and history of changes across the affected IT systems.

Expansion ofExpanding our resources in the functional areas that support and monitor our IT systems and the information generated therefrom.

Management believes that these efforts willhave effectively remediate the material weakness. However,remediated the material weakness identified in ourprior periods. Additionally, new internal control over financial reporting will not be considered remediated until the new controls are fullyhave been implemented during fiscal year 2016 and have been in operation for a sufficient period of time, and tested and concluded on by management to be designed and operating effectively andas of September 30, 2016. Although effective, we cannot provide any assurance that these remediation efforts will be successful or that our internal control over financial reporting will be effective as a result of these efforts. In addition, as we continue to evaluate and work to improve itsour internal control over financial reporting managementand may determinedecide to take additional measures to address any subsequent control deficiencies identified or determine to modify the remediation plancontrol designs as described above. Management will test and evaluate the implementation ofrelies on these new processes and internal controls during fiscal 2016 to ascertain whether they are designed and operating effectively to provide reasonable assurance that they will prevent or detect a material error in our financial statements. Subject to the foregoing,Accordingly, management believes these remediation efforts will be completed during fiscal yearhave been successful and has concluded that our internal controls over financial reporting related to information technology general controls in the areas of user access and program change are operating effectively as of September 30, 2016.


80





Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of

M/A-COM

MACOM Technology Solutions Holdings, Inc.

Lowell, Massachusetts

We have audited the internal control over financial reporting of M/A-COMMACOM Technology Solutions Holdings, Inc. and subsidiaries (the “Company”"Company") as of October 2, 2015,September 30, 2016, based on criteria established in Internal Control—Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company’sCompany's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying “Management’s Annual Report on Internal Control Over Financial Reporting” appearing at Item 9A. Our responsibility is to express an opinion on the Company’sCompany's internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’scompany's internal control over financial reporting is a process designed by, or under the supervision of, the company’scompany's principal executive and principal financial officers, or persons performing similar functions, and effected by the company’scompany's board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’scompany's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’scompany's assets that could have a material effect on the financial statements.

Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. The following material weakness has been identified and included in management’s assessment. Management identified a material weakness in internal control over financial reporting relating to the design and operating effectiveness of user access and program change management controls related to certain information systems that are relevant to the preparation of the Company’s consolidated financial statements and system of internal control over financial reporting. This material weakness was considered in determining the nature, timing and extent of audit tests applied in our audit of the consolidated financial statements as of and for the year ended October 2, 2015, of the Company and this report does not affect our report on such financial statements.

In our opinion, because of the effects of the material weakness identified above on the achievement of the objectives of the control criteria, the Company has not maintained, in all material respects, effective internal control over financial reporting as of October 2, 2015,September 30, 2016, based on the criteria established in Internal Control—Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (“PCAOB”) (United States), the consolidated balance sheets of M/A-COMMACOM Technology Solutions Holdings, Inc., and subsidiaries as of September 30, 2016 and October 2, 2015, and October 3, 2014, and the related consolidated statements of operations, changes in stockholders’stockholders' equity, and cash flows for each of the three fiscal years in the period ended October 2, 2015September 30, 2016 of M/A-COMMACOM Technology Solutions Holdings, Inc., and subsidiaries and our report dated November 24, 201517, 2016 expressed an unqualified opinion thereon.

/s/ Deloitte & Touche LLP

Boston, Massachusetts

November  24, 2015

/s/ Deloitte & Touche LLP
Boston, Massachusetts
November 17, 2016

81





ITEM 9B. OTHER INFORMATION.


None.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.


The information required by this item is incorporated herein by reference to our definitive proxy statement for the 2015Annual2017 Annual Meeting of Stockholders to be filed with the SEC within 120 days after October 2, 2015.

September 30, 2016.

We have adopted a written code of business conduct and ethics that applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, and persons performing similar functions. We make available our code of business conduct and ethics free of charge through our website, which is located at www.macom.com. We intend to disclose any amendments to, or waivers from, our code of business conduct and ethics that are required to be publicly disclosed pursuant to rules of the SEC and the NASDAQ Global Select Market by posting any such amendment or waivers on our website and disclosing any such waivers in a Form 8-K filed with the SEC.

ITEM 11. EXECUTIVE COMPENSATION.

The information required by this item is incorporated herein by reference to our definitive proxy statement for the 20152017 Annual Meeting of Stockholders to be filed with the SEC within 120 days after October 2, 2015.

September 30, 2016.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The information required by this item is incorporated herein by reference to our definitive proxy statement for the 20152017 Annual Meeting of Stockholders to be filed with the SEC within 120 days after October 2, 2015.

September 30, 2016.


82




Equity Compensation Plan Information

We have two equity compensation plans under which shares are currently authorized for issuance, our 2012 Omnibus Incentive Plan (2012 Plan) and our 2012 Employee Stock Purchase Plan (2012 ESPP). We also maintain our Amended and Restated 2009 Omnibus Incentive Plan (2009 Plan), however, no additional awards may be issued under the 2009 Plan. Each of our aforementioned plans were approved by our stockholders prior to our initial public offering in March 2012. The following table provides information regarding securities authorized for issuance as of October 2, 2015September 30, 2016 under our equity compensation plans.

Plan Category

 (a)
Number of  securities to
be issued upon exercise of
outstanding options,
warrants and rights(1)
  (b)
Weighted-average exercise
price of outstanding
options, warrants and
rights(1)
  (c)
Number of  securities
remaining available for

future issuance under
equity compensation plans

(excluding securities
reflected in column
(a))(2)(3)(4)
 

Equity Compensation Plans Approved by Security Holders

  1,860,791   $1.23    9,238,981  

Equity Compensation Plans Not Approved by Security Holders

  —      —      —    
 

 

 

  

 

 

  

 

 

 

Total

  1,860,791   $1.23    9,238,981  
 

 

 

  

 

 

  

 

 

 

1.Does not include 581,990 unvested shares outstanding as of October 2, 2015 in the form of restricted stock awards or restricted stock units under our 2012 Plan, which do not require the payment of any consideration by the recipients.
2.Reflects 450,617 restricted stock units granted and outstanding as of October 2, 2015.

3.The 2012 Plan contains an “evergreen” provision, pursuant to which the number of shares of our common stock available for issuance under the 2012 Plan can be increased on the first day of each fiscal year equal to the lesser of (a) 4.0% of our outstanding common stock on a fully diluted basis as of the end of our immediately preceding fiscal year, (b) 1.9 million shares of our common stock, and (c) a lesser amount determined by our board of directors; provided, however, that any shares from any increases in previous years that are not actually issued will continue to be available for issuance under the 2012 Plan.
4.The 2012 ESPP contains an “evergreen” provision, pursuant to which the number of shares of our common stock available for issuance under the 2012 ESPP can be increased on the first day of each fiscal year equal to the lesser of (a) 1.25% of our outstanding common stock on a fully diluted basis as of the end of our immediately preceding fiscal year, (b) 550,000 shares of our common stock, and (c) a lesser amount determined by our board of directors; provided, however, that any shares from any increases in previous years that are not actually issued will continue to be available for issuance under the 2012 ESPP.



Plan Category 
(a)
Number of securities to be issued upon exercise of outstanding options, warrants and rights(1)

 
(b)
Weighted-average exercise price of outstanding options, warrants and rights(1)

 
(c)
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))(2)(3)

Equity Compensation Plans Approved by Security Holders 2,518,724
 $8.95
 13,930,847
Equity Compensation Plans Not Approved by Security Holders 
 
 
Total 2,518,724
 $8.95
 13,930,847



(1) Does not include 1,707,506 unvested shares outstanding as of September 30, 2016 in the form of restricted stock awards or restricted stock units under our 2012 Plan, which do not require the payment of any consideration by the recipients.
(2) The 2012 Plan contains an “evergreen” provision, pursuant to which the number of shares of our common stock available for issuance under the 2012 Plan can be increased on the first day of each fiscal year equal to the lesser of (a) 4.0% of our outstanding common stock on a fully diluted basis as of the end of our immediately preceding fiscal year, (b) 1.9 million shares of our common stock and (c) a lesser amount determined by our board of directors; provided, however, that any shares from any increases in previous years that are not actually issued will continue to be available for issuance under the 2012 Plan.
(3) The 2012 ESPP contains an “evergreen” provision, pursuant to which the number of shares of our common stock available for issuance under the 2012 ESPP can be increased on the first day of each fiscal year equal to the lesser of (a) 1.25% of our outstanding common stock on a fully diluted basis as of the end of our immediately preceding fiscal year, (b) 550,000 shares of our common stock and (c) a lesser amount determined by our board of directors; provided, however, that any shares from any increases in previous years that are not actually issued will continue to be available for issuance under the 2012 ESPP.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

The information required by this item is incorporated herein by reference to our definitive proxy statement for the 20152017 Annual Meeting of Stockholders to be filed with the SEC within 120 days after October 2, 2015.

September 30, 2016.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.


The information required by this item is incorporated herein by reference to our definitive proxy statement for the 20152017 Annual Meeting of Stockholders to be filed with the SEC within 120 days after October 2, 2015.

September 30, 2016.


PART IV


ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

(a) Financial Statements (included in Item 8 of this Annual Report on Form 10-K):

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets as of October 2, 2015 and October 3, 2014

Consolidated Statements of Operations for the Fiscal Years Ended October 2, 2015, October 3, 2014 and September 27, 2013

Consolidated Statements of Cash Flows for the Fiscal Years October 2, 2015, October 3, 2014 and September 27, 2013

Consolidated Statements of Stockholders’ Equity and Comprehensive Income (Loss) for the Fiscal Years Ended October 2, 2015, October 3, 2014 and September 27, 2013

Notes to Consolidated Financial Statements

(b) Exhibits


(a)Financial Statements (included in Item 8. "Financial Statements and Supplementary Data" of this Annual Report):

83




Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets as of September 30, 2016 and October 2, 2015
Consolidated Statements of Operations for the Fiscal Years Ended September 30, 2016, October 2, 2015 and October 3, 2014
Consolidated Statements of Cash Flows for the Fiscal Years September 30, 2016, October 2, 2015 and October 3, 2014
Consolidated Statements of Stockholders’ Equity and Comprehensive Income (Loss) for the Fiscal Years Ended September 30, 2016, October 2, 2015 and October 3, 2014
Notes to Consolidated Financial Statements

(b)Exhibits
The exhibits required by Item 601 of Regulation S-K are filed herewith and incorporated by reference herein.

Exhibit
Number

Description

    2.1
Exhibit
Number
Description
2.1Membership Interest Purchase Agreement by and among M/A-COMMACOM Technology Solutions Inc., Nitronex, LLC and GaAs Labs, LLC, dated February 13, 2014 (incorporated by reference to Exhibit 2.1 to our Current Report on Form 8-K filed on February 13, 2014).
2.2Agreement and Plan of Merger by and among M/A-COMMACOM Technology Solutions Inc., BinOptics Corporation, Borealis Merger Sub, Inc. and Ithaca Stockholders’ Agent, LLC, as stockholders’ agent, dated November 17, 2014 (incorporated by reference to Exhibit 2.1 to our Current Report on Form 8-K filed on November 19, 2014).
2.3Stock Purchase Agreement, dated July 16, 2015, among Autoliv ASP Inc., M/A-COMMACOM Technology Solutions Inc., M/A-COMMACOM Auto Solutions Inc. and M/A-COMMACOM Technology Solutions Holdings, Inc. (incorporated by reference to Exhibit 2.1 to our Current Report on Form 8-K filed on July 17, 2015).
3.1FourthFifth Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.3 to Amendment No. 63.1 to our Registration StatementCurrent Report on Form S-1 (File No. 333-175934)8-K filed on February 28, 2012)June 2, 2016).
3.2SecondThird Amended and Restated Bylaws (incorporated by reference to Exhibit 3.4 to Amendment No. 63.2 to our Registration StatementCurrent Report on Form S-1 (File No. 333-175934)8-K filed on February 28, 2012)June 2, 2016).
4.1Specimen of Common Stock Certificate (incorporated by reference to Exhibit 4.1 to Amendment No. 4 to our Registration Statement on Form S-1 (File No. 333-175934) filed on November 23, 2011).
4.2Form of Common Stock Purchase Warrant issued on December 21, 2010 (incorporated by reference to Exhibit 4.3 our Registration Statement on Form S-1 (File No. 333-175934) filed on August 1, 2011).

4.3Second Amended and Restated Investor Rights Agreement, dated February 28, 2012 (incorporated by reference to Exhibit 4.2 to Amendment No. 6 to our Registration Statement on Form S-1 (File No. 333-175934) filed on February 28, 2012).
4.4First Amendment to the Second Amended and Restated Investor Rights Agreement, dated May 20, 2013 (incorporated by reference to Exhibit 4.5 to our Registration Statement on Form S-3 (File No. 333-188728) filed on May 21, 2013).
4.5Second Amendment to the Second Amended and Restated Investor Rights Agreement, dated February 2, 2015 (incorporated by reference to Exhibit 4.5 to our Registration Statement on Form S-3 ASR (File No. 333-201827) filed on February 2, 2015).
10.1*Form of Indemnification Agreement between M/A-COMMACOM Technology Solutions Holdings, Inc. and each of its directors and executive officers (incorporated by reference to Exhibit 10.1 to Amendment No. 3 to our Registration Statement on Form S-1 (File No. 333-175934) filed on October 21, 2011).
10.2M/A-COMMACOM Technology Solutions Holdings, Inc. Amended and Restated 2009 Omnibus Stock Plan, as amended (incorporated by reference to Exhibit 10.2 to our Annual Report on Form 10-K filed on November 28, 2012).
10.3Form of Incentive Stock Option Agreement under the M/A-COMMACOM Technology Solutions Holdings, Inc. 2009 Omnibus Stock Plan (incorporated by reference to Exhibit 10.3 to our Registration Statement on Form S-1 (File No. 333-175934) filed on August 1, 2011).
10.4*Form of Restricted Stock Agreement under the M/A-COMMACOM Technology Solutions Holdings, Inc. 2009 Omnibus Stock Plan (incorporated by reference to Exhibit 10.4 to our Registration Statement on Form S-1 (File No. 333-175934) filed on August 1, 2011).
10.5*M/A-COMMACOM Technology Solutions Holdings, Inc. 2012 Omnibus Incentive Plan, as amended (incorporated by reference to Exhibit 10.5 to our Annual Report on Form 10-K filed on November 28, 2012).



10.6*Form of Restricted Stock Unit Award Agreement under 2012 Omnibus Incentive Plan (Time-Based and Performance-Based) (incorporated by reference to Exhibit 10.1 to our Current Report onForm 8-K filed on April 27, 2015).
10.7*Form of Nonqualified Stock Option Agreement under 2012 Omnibus Incentive Plan (Performance-Based) (incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed on April 27, 2015).
10.8*M/A-COMMA-COM Technology Solutions Holdings, Inc. 2012 Employee Stock Purchase Plan, as amended. (incorporated by reference to Exhibit 10.4 to our Quarterly Report on Form 10-Q filed on February 2, 2015).
10.9*Mindspeed Technologies, Inc. 2013 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Mindspeed Technologies, Inc. on February 12, 2013 (File No. 001-31650)).
10.10*Mindspeed Technologies, Inc. 2003 Long-Term Incentives Plan (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Mindspeed Technologies, Inc. on April 8, 2011 (File No. 001-31650)).Plan.
10.11*M/A-COMMACOM Technology Solutions Holdings, Inc. Change in Control Plan, as amended and restated through November 13, 2015.2015 (incorporated by reference to Exhibit 10.11 to our Annual Report on Form 10-K filed on November 24, 2015).
10.12*Offer of Employment Letter to Michael Murphy, dated September 28, 2009, as amended (incorporated by reference to Exhibit 10.13 to our Registration Statement on Form S-1(File (File No. 333-175934) filed on August 1, 2011).

10.13*Offer of Employment to John Croteau, dated September 6, 2012 (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on September 7, 2012).
10.14*Offer of Employment to Robert McMullan, dated December 11, 2013 (incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed on December 16, 2013).
10.15*Offer of Promotion and Revised Terms of Employment Letter, dated September 24, 2013, between M/A-COMMACOM Technology Solutions Inc. and Robert Dennehy (incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q filed on February 2, 2015).
10.16*Offer of Employment Letter, dated as of December 11, 2013, between M/A-COMMACOM Technology Solutions Inc. and Preetinder Virk (incorporated by reference to Exhibit (d)(8) to Amendment No. 4 to our Tender Offer Statement on Schedule TO filed with the SEC on December 11, 2013).
10.17Credit Agreement by and among M/A-COMMACOM Technology Solutions Holdings, Inc., Goldman Sachs Bank USA, as Administrative Agent, Collateral Agent, Swing Line Lender and an L/C Issuer, and the other agents and lenders party thereto, dated May 8, 2014 (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on May 12, 2014).
10.18Incremental Amendment, dated February 13, 2015, among Morgan Stanley Senior Funding, Inc., M/A-ComMACOM Technology Solutions Holdings, Inc., and Goldman Sachs Bank USA incorporated(incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q filed on May 13, 2015.2015).
10.19*Form of Restricted Stock Award Agreement under 2012 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q filed on August 12, 2015).
10.20Consulting Agreement, dated July 16, 2015, among M/A-COMMACOM Technology Solutions Inc.,M/A-COM MACOM Auto Solutions Inc. and Autoliv ASP Inc. (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on July 17, 2015).
10.21Agreement of Purchase and Sale dated June 17, 2015,Agreement and Escrow Instructions by and between Cobham Properties, Inc. andM/A-COMMACOM Technology Solutions Inc., and Calare Properties, Inc., dated May 23, 2016 (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on June 23, 2015)2, 2016).
10.22Incremental Term Loan Amendment, dated August 31, 2016, by and among MACOM Technology Solutions Holdings, Inc., Goldman Sachs Bank USA, as the administrative agent, and the lender party thereto (incorporated by reference to our Current Report on Form 8-K filed August 31, 2016).
  21.110.23First, Second and Third Amendments to Purchase And Sale Agreement and Escrow Instructions by and between MACOM Technology Solutions Inc. and Calare Properties, Inc. dated July 22, 2016, September 20, 2016 and September 22, 2016, respectively.
21.1Subsidiaries of Registrant.
23.1Consent of Deloitte & Touche LLP.
31.1Certification of Principal Executive Officer Required Under Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended.
31.2Certification of Principal Financial Officer Required Under Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended.
32.1Certification of Principal Executive Officer and Principal Financial Officer Required UnderRule 13a-14(b) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. §1350.
101.INSXBRL Instance Document
101.SCHXBRL Taxonomy Extension Schema Document



101.CALXBRL Taxonomy Calculation Linkbase Document
101.DEFXBRL Taxonomy Definition Linkbase Document
101.LABXBRL Taxonomy Label Linkbase Document
101.PREXBRL Taxonomy Presentation Linkbase Document

*Management contract or compensatory plan.





SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized.


Date: November 24, 2015

17, 2016

M/A-COM TECHNOLOGY SOLUTIONS

HOLDINGS, INC.

Registrant

MACOM TECHNOLOGY SOLUTIONS HOLDINGS, INC.
Registrant
 By: 
 

By:

/s/ John Croteau

 John Croteau
 President and Chief Executive Officer


Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on November 24, 2015.

17, 2016.


Signature and Title

Signature and Title
   

Signature and Title

/s/ John Croteau

/s/ John Ocampo

John Croteau /s/ John Ocampo
John Croteau John Ocampo
President and Chief Executive Officer Chairman of the Board

Director

(principal executive officer)

Principal Executive Officer)

/s/ Susan Ocampo
Susan Ocampo
/s/ Robert J. McMullan

Director
Robert J. McMullan

Senior Vice President and

Chief Financial Officer

(principal accounting and financial officer)

 

/s/ Susan Ocampo

Susan Ocampo

Director

/s/ Peter Chung

Peter Chung

Director

Chief Financial Officer Peter Chung
(Principal Accounting and Financial Officer) 

Director

/s/Gil Van Lunsen

Gil Van Lunsen

Director

 Director
 

/s/ Charles Bland

Charles Bland

Director

 Charles Bland
 

Director

/s/ Stephen Daly

Stephen Daly

Director

EXHIBIT INDEX

Exhibit
Number

 

Description

Stephen Daly
 2.1 Membership Interest Purchase Agreement by and among M/A-COM Technology Solutions Inc., Nitronex, LLC and GaAs Labs, LLC, dated February 13, 2014 (incorporated by reference to Exhibit 2.1 to our Current Report on Form 8-K filed on February 13, 2014).
    2.2Agreement and Plan of Merger by and among M/A-COM Technology Solutions Inc., BinOptics Corporation, Borealis Merger Sub, Inc. and Ithaca Stockholders’ Agent, LLC, as stockholders’ agent, dated November 17, 2014 (incorporated by reference to Exhibit 2.1 to our Current Report onForm 8-K filed on November 19, 2014).
    2.3Stock Purchase Agreement, dated July 16, 2015, among Autoliv ASP Inc., M/A-COM Technology Solutions Inc., M/A-COM Auto Solutions Inc. and M/A-COM Technology Solutions Holdings, Inc. (incorporated by reference to Exhibit 2.1 to our Current Report on Form 8-K filed on July 17, 2015).
    3.1Fourth Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.3 to Amendment No. 6 to our Registration Statement on Form S-1 (File No. 333-175934) filed on February 28, 2012).
    3.2Second Amended and Restated Bylaws (incorporated by reference to Exhibit 3.4 to Amendment No. 6 to our Registration Statement on Form S-1 (File No. 333-175934) filed on February 28, 2012).
    4.1Specimen of Common Stock Certificate (incorporated by reference to Exhibit 4.1 to Amendment No. 4 to our Registration Statement on Form S-1 (File No. 333-175934) filed on November 23, 2011).
    4.2Form of Common Stock Purchase Warrant issued on December 21, 2010 (incorporated by reference to Exhibit 4.3 our Registration Statement on Form S-1 (File No. 333-175934) filed on August 1, 2011).
    4.3Second Amended and Restated Investor Rights Agreement, dated February 28, 2012 (incorporated by reference to Exhibit 4.2 to Amendment No. 6 to our Registration Statement on Form S-1 (File No. 333-175934) filed on February 28, 2012).
    4.4First Amendment to the Second Amended and Restated Investor Rights Agreement, dated May 20, 2013 (incorporated by reference to Exhibit 4.5 to our Registration Statement on Form S-3 (File No. 333-188728) filed on May 21, 2013).
    4.5Second Amendment to the Second Amended and Restated Investor Rights Agreement, dated February 2, 2015 (incorporated by reference to Exhibit 4.5 to our Registration Statement on Form S-3 ASR (File No. 333-201827) filed on February 2, 2015).
  10.1*Form of Indemnification Agreement between M/A-COM Technology Solutions Holdings, Inc. and each of its directors and executive officers (incorporated by reference to Exhibit 10.1 to Amendment No. 3 to our Registration Statement on Form S-1 (File No. 333-175934) filed on October 21, 2011).
  10.2M/A-COM Technology Solutions Holdings, Inc. Amended and Restated 2009 Omnibus Stock Plan, as amended (incorporated by reference to Exhibit 10.2 to our Annual Report on Form 10-K filed on November 28, 2012).
  10.3Form of Incentive Stock Option Agreement under the M/A-COM Technology Solutions Holdings, Inc. 2009 Omnibus Stock Plan (incorporated by reference to Exhibit 10.3 to our Registration Statement on Form S-1 (File No. 333-175934) filed on August 1, 2011).
  10.4*Form of Restricted Stock Agreement under the M/A-COM Technology Solutions Holdings, Inc. 2009 Omnibus Stock Plan (incorporated by reference to Exhibit 10.4 to our Registration Statement on Form S-1 (File No. 333-175934) filed on August 1, 2011).Director

  10.5*M/A-COM Technology Solutions Holdings, Inc. 2012 Omnibus Incentive Plan, as amended (incorporated by reference to Exhibit 10.5 to our Annual Report on Form 10-K filed on November 28, 2012).
  10.6*Form of Restricted Stock Unit Award Agreement under 2012 Omnibus Incentive Plan (Time-Based and Performance-Based) (incorporated by reference to Exhibit 10.1 to our Current Report onForm 8-K filed on April 27, 2015).
  10.7*Form of Nonqualified Stock Option Agreement under 2012 Omnibus Incentive Plan (Performance-Based) (incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed on April 27, 2015).
  10.8*M/A-COM Technology Solutions Holdings, Inc. 2012 Employee Stock Purchase Plan, as amended. (incorporated by reference to Exhibit 10.4 to our Quarterly Report on Form 10-Q filed on February 2, 2015).
  10.9*Mindspeed Technologies, Inc. 2013 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Mindspeed Technologies, Inc. on February 12, 2013 (File No. 001-31650)).
  10.10*Mindspeed Technologies, Inc. 2003 Long-Term Incentives Plan (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Mindspeed Technologies, Inc. on April 8, 2011 (File No. 001-31650)).
  10.11*M/A-COM Technology Solutions Holdings, Inc. Change in Control Plan, as amended and restated through November 13, 2015.
  10.12*Offer of Employment Letter to Michael Murphy, dated September 28, 2009, as amended (incorporated by reference to Exhibit 10.13 to our Registration Statement on Form S-1(File No. 333-175934) filed on August 1, 2011).
  10.13*Offer of Employment to John Croteau, dated September 6, 2012 (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on September 7, 2012).
  10.14*Offer of Employment to Robert McMullan, dated December 11, 2013 (incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed on December 16, 2013).
  10.15*Offer of Promotion and Revised Terms of Employment Letter, dated September 24, 2013, between M/A-COM Technology Solutions Inc. and Robert Dennehy (incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q filed on February 2, 2015).
  10.16*Offer of Employment Letter, dated as of December 11, 2013, between M/A-COM Technology Solutions Inc. and Preetinder Virk (incorporated by reference to Exhibit (d)(8) to Amendment No. 4 to our Tender Offer Statement on Schedule TO filed with the SEC on December 11, 2013).
  10.17Credit Agreement by and among M/A-COM Technology Solutions Holdings, Inc., Goldman Sachs Bank USA, as Administrative Agent, Collateral Agent, Swing Line Lender and an L/C Issuer, and the other agents and lenders party thereto, dated May 8, 2014 (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on May 12, 2014).
  10.18Incremental Amendment, dated February 13, 2015, among Morgan Stanley Senior Funding, Inc., M/A-Com Technology Solutions Holdings, Inc., and Goldman Sachs Bank USA incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q filed on May 13, 2015.
  10.19*Form of Restricted Stock Award Agreement under 2012 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q filed on August 12, 2015).
  10.20Consulting Agreement, dated July 16, 2015, among M/A-COM Technology Solutions Inc.,M/A-COM Auto Solutions Inc. and Autoliv ASP Inc. (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on July 17, 2015).

  10.21Agreement of Purchase and Sale, dated June 17, 2015, between Cobham Properties, Inc. andM/A-COM Technology Solutions Inc. (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on June 23, 2015).
  21.1Subsidiaries of Registrant.
  23.1Consent of Deloitte & Touche LLP.
  31.1Certification of Principal Executive Officer Required Under Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended.
  31.2Certification of Principal Financial Officer Required Under Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended.
  32.1Certification of Principal Executive Officer and Principal Financial Officer Required UnderRule 13a-14(b) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. §1350.
101.INSXBRL Instance Document
101.SCHXBRL Taxonomy Extension Schema Document
101.CALXBRL Taxonomy Calculation Linkbase Document
101.DEFXBRL Taxonomy Definition Linkbase Document
101.LABXBRL Taxonomy Label Linkbase Document
101.PREXBRL Taxonomy Presentation Linkbase Document

*Management contract or compensatory plan.

113