SEC Form 10-Q filed by MACOM Technology Solutions Holdings Inc.

8/1/24 4:02:39 PM ET

$MTSI

Semiconductors

Technology

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mtsi-20240628

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


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

For the quarterly period ended June 28, 2024


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

For the transition period from to

Commission File Number: 001-35451

MACOM Technology Solutions Holdings, Inc.

(Exact name of registrant as specified in its charter)


Delaware						27-0306875
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

100 Chelmsford Street

Lowell, MA 01851

(Address of principal executive offices and zip code)

(978) 656-2500

(Registrant’s telephone number, including area code)

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


Title of each class	Trading Symbol(s)	Name of exchange on which registered
Common Stock, par value $0.001 per share	MTSI	Nasdaq Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of July 29, 2024, there were 72,191,208 shares of the registrant’s common stock outstanding.

MACOM TECHNOLOGY SOLUTIONS HOLDINGS, INC.

FORM 10-Q

TABLE OF CONTENTS


			Page No.
PART I—FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)		1
		Condensed Consolidated Balance Sheets	1
		Condensed Consolidated Statements of Operations	2
		Condensed Consolidated Statements of Comprehensive Income	3
		Condensed Consolidated Statements of Stockholders’ Equity	4
		Condensed Consolidated Statements of Cash Flows	6
		Notes to Condensed Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		22
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		28
Item 4.	Controls and Procedures		29
PART II—OTHER INFORMATION
Item 1.	Legal Proceedings		30
Item 1A.	Risk Factors		30
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		30
Item 5.	Other Information		30
Item 6.	Exhibits		31
Signatures			32

PART I—FINANCIAL INFORMATION


ITEM 1.			FINANCIAL STATEMENTS

MACOM TECHNOLOGY SOLUTIONS HOLDINGS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited, in thousands)


	June 28, 2024		September 29, 2023
ASSETS
Current assets:
Cash and cash equivalents	$	117,304	$	173,952
Short-term investments	404,196		340,574
Accounts receivable, net	106,776		91,253
Inventories	190,715		136,300
Prepaid and other current assets	24,621		19,114
Total current assets	843,612		761,193
Property and equipment, net	178,975		149,496
Goodwill	330,340		323,398
Intangible assets, net	85,525		66,994
Deferred income taxes	211,507		218,107

Other long-term assets	55,253		34,056
Total assets	$	1,705,212	$	1,553,244
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:

Current portion of finance lease obligations	$	808	$	1,162
Accounts payable	40,288		24,966
Accrued liabilities	61,993		57,397
Total current liabilities	103,089		83,525
Finance lease obligations, less current portion	31,270		31,776
Financing obligation	9,092		9,307
Long-term debt	447,994		447,134
Other long-term liabilities	32,716		33,902
Total liabilities	624,161		605,644
Commitments and contingencies (see Note 12)
Stockholders’ equity:
Common stock	72		71
Treasury stock, at cost	(330)		(330)
Accumulated other comprehensive loss	(2,082)		(3,635)
Additional paid-in capital	1,298,655		1,214,203
Accumulated deficit	(215,264)		(262,709)
Total stockholders’ equity	1,081,051		947,600
Total liabilities and stockholders’ equity	$	1,705,212	$	1,553,244

See notes to condensed consolidated financial statements.

MACOM TECHNOLOGY SOLUTIONS HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited, in thousands, except per share data)


	Three Months Ended				Nine Months Ended
	June 28, 2024		June 30, 2023		June 28, 2024		June 30, 2023
Revenue	$	190,486	$	148,522	$	528,868	$	498,032
Cost of revenue	89,077		62,396		244,937		198,861
Gross profit	101,409		86,126		283,931		299,171
Operating expenses:
Research and development	47,531		36,668		132,566		111,037
Selling, general and administrative	34,162		32,152		105,233		96,341

Total operating expenses	81,693		68,820		237,799		207,378
Income from operations	19,716		17,306		46,132		91,793
Other income (expense):
Interest income	5,820		6,001		16,742		14,750
Interest expense	(1,288)		(3,657)		(3,862)		(10,170)
Other expense, net	—		(29)		—		(207)
Total other income	4,532		2,315		12,880		4,373
Income before income taxes	24,248		19,621		59,012		96,166
Income tax expense	4,309		7,768		11,567		29,039
Net income	$	19,939	$	11,853	$	47,445	$	67,127

Net income per share:
Income per share - Basic	$	0.28	$	0.17	$	0.66	$	0.95
Income per share - Diluted	$	0.27	$	0.17	$	0.65	$	0.94
Weighted average shares used:
Basic	72,143		70,937		71,881		70,739
Diluted	74,217		71,408		73,258		71,395

See notes to condensed consolidated financial statements.

MACOM TECHNOLOGY SOLUTIONS HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited, in thousands)


	Three Months Ended				Nine Months Ended
	June 28, 2024		June 30, 2023		June 28, 2024		June 30, 2023
Net income	$	19,939	$	11,853	$	47,445	$	67,127
Unrealized (loss) gain on short term investments, net of tax	(23)		(409)		981		2,971
Foreign currency translation (loss) gain, net of tax	(124)		(1,041)		572		(3)
Other comprehensive (loss) income, net of tax	(147)		(1,450)		1,553		2,968
Total comprehensive income	$	19,792	$	10,403	$	48,998	$	70,095

See notes to condensed consolidated financial statements.

MACOM TECHNOLOGY SOLUTIONS HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited, in thousands)


	Three Months Ended June 28, 2024
							Accumulated Other Comprehensive Loss		Additional Paid-in Capital		Accumulated Deficit		Total Stockholders’ Equity
	Common Stock			Treasury Stock
	Shares	Amount		Shares	Amount
Balance as of March 29, 2024	72,120	$	72	(23)	$	(330)	$	(1,935)	$	1,283,009	$	(235,203)	$	1,045,613

Vesting of restricted common stock and units	45	—		—	—		—		—		—		—
Issuance of common stock pursuant to employee stock purchase plan	57	—		—	—		—		3,656		—		3,656
Shares withheld for taxes on equity awards	(14)	—		—	—		—		(1,355)		—		(1,355)
Share-based compensation	—	—		—	—		—		13,345		—		13,345

Other comprehensive loss, net of tax	—	—		—	—		(147)		—		—		(147)

Net income	—	—		—	—		—		—		19,939		19,939
Balance as of June 28, 2024	72,208	$	72	(23)	$	(330)	$	(2,082)	$	1,298,655	$	(215,264)	$	1,081,051



	Nine Months Ended June 28, 2024
							Accumulated Other Comprehensive (Loss) Income		Additional Paid-in Capital		Accumulated Deficit		Total Stockholders’ Equity
	Common Stock			Treasury Stock
	Shares	Amount		Shares	Amount
Balance as of September 29, 2023	71,013	$	71	(23)	$	(330)	$	(3,635)	$	1,214,203	$	(262,709)	$	947,600
Stock option exercises	5	—		—	—		—		80		—		80
Vesting of restricted common stock and units	547	—		—	—		—		—		—		—
Issuance of common stock pursuant to employee stock purchase plan	116	—		—	—		—		6,425		—		6,425
Shares withheld for taxes on equity awards	(185)	—		—	—		—		(13,877)		—		(13,877)
Share-based compensation	—	—		—	—		—		34,092		—		34,092
Issuance of common stock as consideration for acquisition	712	1		—	—		—		57,732		—		57,733
Other comprehensive income, net of tax	—	—		—	—		1,553		—		—		1,553



Net income	—	—		—	—		—		—		47,445		47,445
Balance as of June 28, 2024	72,208	$	72	(23)	$	(330)	$	(2,082)	$	1,298,655	$	(215,264)	$	1,081,051

See notes to condensed consolidated financial statements.

MACOM TECHNOLOGY SOLUTIONS HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited, in thousands)


	Three Months Ended June 30, 2023
							Accumulated Other Comprehensive (Loss) Income		Additional Paid-in Capital		Accumulated Deficit		Total Stockholders’ Equity
	Common Stock			Treasury Stock
	Shares	Amount		Shares	Amount
Balance as of March 31, 2023	70,897	$	71	(23)	$	(330)	$	(1,433)	$	1,194,719	$	(299,012)	$	894,015

Vesting of restricted common stock and units	66	—		—	—		—		—		—		—
Issuance of common stock pursuant to employee stock purchase plan	69	—		—	—		—		3,254		—		3,254
Shares withheld for taxes on equity awards	(21)	—		—	—		—		(1,226)		—		(1,226)
Share-based compensation	—	—		—	—		—		8,262		—		8,262
Other comprehensive loss, net of tax	—	—		—	—		(1,450)		—		—		(1,450)


Net income	—	—		—	—		—		—		11,853		11,853
Balance as of June 30, 2023	71,011	$	71	(23)	$	(330)	$	(2,883)	$	1,205,009	$	(287,159)	$	914,708



	Nine Months Ended June 30, 2023
							Accumulated Other Comprehensive (Loss) Income		Additional Paid-in Capital		Accumulated Deficit		Total Stockholders’ Equity
	Common Stock			Treasury Stock
	Shares	Amount		Shares	Amount
Balance as of September 30, 2022	70,022	$	70	(23)	$	(330)	$	(5,851)	$	1,203,145	$	(354,286)	$	842,748


Vesting of restricted common stock and units	1,404	1		—	—		—		—		—		1
Issuance of common stock pursuant to employee stock purchase plan	121	—		—	—		—		5,574		—		5,574
Shares withheld for taxes on equity awards	(536)	—		—	—		—		(32,479)		—		(32,479)
Share-based compensation	—	—		—	—		—		28,769		—		28,769
Other comprehensive income, net of tax	—	—		—	—		2,968		—		—		2,968



Net income	—	—		—	—		—		—		67,127		67,127
Balance as of June 30, 2023	71,011	$	71	(23)	$	(330)	$	(2,883)	$	1,205,009	$	(287,159)	$	914,708

See notes to condensed consolidated financial statements.

MACOM TECHNOLOGY SOLUTIONS HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited, in thousands)


	Nine Months Ended
	June 28, 2024		June 30, 2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	47,445	$	67,127
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and intangibles amortization	49,419		38,415
Share-based compensation	34,092		28,769

Deferred income taxes	6,655		27,431
Amortization on marketable securities, net	(5,731)		(8,627)

Other adjustments, net	4,524		3,345
Change in operating assets and liabilities:
Accounts receivable	(17,882)		(2,387)
Inventories	(25,103)		(12,208)
Prepaid expenses and other assets	(972)		(2,923)
Accounts payable	14,732		(4,135)
Accrued and other liabilities	(6,072)		(16,607)
Income taxes	(796)		(1,637)
Net cash provided by operating activities	100,311		116,563
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of businesses, net of cash acquired	(72,615)		(87,692)

Purchases of property and equipment	(17,252)		(18,890)
Other investing	(2,144)		—
Proceeds from sale of property and equipment	—		8,005
Proceeds from sales and maturities of short-term investments	274,112		364,116
Purchases of short-term investments	(330,716)		(352,900)

Net cash used in investing activities	(148,615)		(87,361)
CASH FLOWS FROM FINANCING ACTIVITIES:


Payments on finance leases and other	(1,062)		(890)
Proceeds from stock option exercises and employee stock purchases	6,505		5,574
Common stock withheld for taxes on employee equity awards	(13,877)		(32,479)
Net cash used in financing activities	(8,434)		(27,795)
Foreign currency effect on cash	90		161
NET CHANGE IN CASH AND CASH EQUIVALENTS	(56,648)		1,568
CASH AND CASH EQUIVALENTS — Beginning of period	173,952		119,952
CASH AND CASH EQUIVALENTS — End of period	$	117,304	$	121,520

Supplemental disclosure of non-cash activities
Issuance of common stock in connection with the RF Business Acquisition (See Note 3 - Acquisitions)	$	57,733	$	—

See notes to condensed consolidated financial statements.

MACOM TECHNOLOGY SOLUTIONS HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1.BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Unaudited Interim Financial Information—The accompanying unaudited, condensed consolidated financial statements have been prepared according to the rules and regulations of the United States (the “U.S.”) Securities and Exchange Commission (the “SEC”) and, in the opinion of management, reflect all adjustments, which include normal recurring adjustments, necessary for a fair statement of the condensed consolidated balance sheets, condensed consolidated statements of operations, comprehensive income, stockholders' equity and cash flows of MACOM Technology Solutions Holdings, Inc. (“MACOM,” the “Company,” “us,” “we” or “our”) for the periods presented. We prepare our interim financial information using the same accounting principles we use for our annual audited consolidated financial statements. Certain information and note disclosures normally included in the annual audited consolidated financial statements have been condensed or omitted in accordance with prescribed SEC rules. We believe that the disclosures made in our condensed consolidated financial statements and the accompanying notes are adequate to make the information presented not misleading.

The condensed consolidated balance sheet as of September 29, 2023 is as reported in our audited consolidated financial statements as of that date. Our accounting policies are described in the notes to our September 29, 2023 consolidated financial statements, which were included in our Annual Report on Form 10-K for our fiscal year ended September 29, 2023 filed with the SEC on November 13, 2023 (the “2023 Annual Report on Form 10-K”). We recommend that the financial statements included in this Quarterly Report on Form 10-Q be read in conjunction with the consolidated financial statements and notes included in our 2023 Annual Report on Form 10-K.

Principles of Consolidation, Basis of Presentation and Reclassification—The accompanying condensed consolidated financial statements include our accounts and the accounts of our majority-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. In the condensed consolidated financial statements, Interest income has been reclassified to conform to the current year presentation.

We have a 52- or 53-week fiscal year ending on the Friday closest to the last day of September. Fiscal years 2024 and 2023 each include 52 weeks. To offset the effect of holidays, for fiscal years in which there are 53 weeks, we include the extra week arising in such fiscal years in the first fiscal quarter.

Use of Estimates—The preparation of condensed consolidated financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities during the reporting periods, the reported amounts of revenue and expenses during the reporting periods and the disclosure of contingent assets and liabilities at the date of the financial statements. On an ongoing basis, we base estimates and assumptions on historical experience, currently available information and various other factors that management believes to be reasonable under the circumstances. Actual results may differ materially from these estimates and assumptions. The accounting policies which our management believes involve the most significant application of judgment or involve complex estimation, are inventories and associated reserves; revenue reserves; business combinations; goodwill and intangible asset valuation; share-based compensation valuations and income taxes.

Recent Accounting Pronouncements—Our Recent Accounting Pronouncements are described in our 2023 Annual Report on Form 10-K.

In June 2022, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2022-03, Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions, which amends Account Standards Codification Topic 820, Fair Value Measurement (“ASU 2022-03”). ASU 2022-03 clarifies guidance for fair value measurement of an equity security subject to a contractual sale restriction and establishes new disclosure requirements for such equity securities. We elected to early adopt ASU 2022-03 on September 30, 2023, and applied the amendment in measuring consideration transferred in the RF Business Acquisition (as defined in Note 3 - Acquisitions). As a result, we have not applied a discount for lack of marketability related to the RF Business Acquisition stockholder restrictions set forth in the asset purchase agreement (discussed in Note 3 - Acquisitions). However, the fair value of the shares was discounted for lack of marketability as the shares that were transferred were unregistered and legally restricted from being sold. See Note 3 - Acquisitions for additional information.

Pronouncements for Adoption in Subsequent Periods

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280) Improvements to Reportable Segment Disclosures, which improves disclosures about a public entity’s reportable segments and addresses requests from investors and other allocators of capital for additional, more detailed information about a reportable segment’s expenses. The amendments in this update improve financial reporting by requiring disclosure of incremental segment information on an annual and interim basis for all public entities to enable investors to develop more decision-useful financial analyses. This ASU should be applied on a retrospective basis. The amendments in this update are effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. We are currently evaluating the future effect the adoption of this ASU will have on our consolidated financial statements and related disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) Improvements to Income Tax Disclosures, which require greater disaggregation of income tax disclosures. The amendments in this update improve the transparency of income tax disclosures by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. Other amendments in this update improve the effectiveness and comparability of disclosures by (1) adding disclosures of pretax income (or loss) and income tax expense (or benefit) and (2) removing disclosures that no longer are considered cost beneficial or relevant. This ASU should be applied on a prospective basis, with retrospective application permitted. The guidance in this update is effective for fiscal years beginning after December 15, 2024. We are currently evaluating the future effect of the adoption of this ASU will have on our consolidated financial statements and related disclosures.

2. REVENUE

Disaggregation of Revenue

We disaggregate revenue from contracts with customers by markets and geography, as we believe it best depicts how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors.

The following tables present our revenue disaggregated by markets and geography (in thousands):


	Three Months Ended				Nine Months Ended
	June 28, 2024		June 30, 2023		June 28, 2024		June 30, 2023
Revenue by Market:
Industrial & Defense	$	90,908	$	83,549	$	258,792	$	237,911
Data Center	49,003		26,640		141,662		106,451
Telecom	50,575		38,333		128,414		153,670
Total	$	190,486	$	148,522	$	528,868	$	498,032


	Three Months Ended				Nine Months Ended
	June 28, 2024		June 30, 2023		June 28, 2024		June 30, 2023
Revenue by Geographic Region:
United States	$	86,670	$	73,262	$	236,476	$	244,685
China	46,423		24,296		128,961		98,776
Asia Pacific, excluding China (1)	26,121		23,400		66,792		72,942

Other Countries (2)	31,272		27,564		96,639		81,629
Total	$	190,486	$	148,522	$	528,868	$	498,032

(1)Asia Pacific primarily represents Australia, India, Japan, Singapore, South Korea, Taiwan and Thailand.

(2)No country or region represented greater than 10% of our total revenue as of the dates presented, other than the United States, China and Asia Pacific region as presented above.

Revenue by geographic region is aggregated by customer billing address.

Contract Balances

We record contract assets or contract liabilities depending on the timing of revenue recognition, billings and cash collections on a contract-by-contract basis. Our contract liabilities primarily relate to deferred revenue, including advanced consideration received from customers for contracts prior to the transfer of control to the customer, and, therefore, revenue is subsequently recognized upon delivery of products and services.

The following table presents the changes in contract liabilities during the nine months ended June 28, 2024 (in thousands, except percentage):


	June 28, 2024		September 29, 2023		$ Change		% Change
Contract liabilities	$	5,422	$	2,762	$	2,660	96	%

During the three and nine months ended June 28, 2024, we recognized sales of less than $0.1 million and $2.5 million, respectively, that were included in the contract liabilities balance as of the beginning of the period. The increase in contract liabilities during the nine months ended June 28, 2024 was primarily related to deferral of revenue for invoiced products and services prior to when certain of our customers obtained control of the product and or services.

3. ACQUISITIONS

RF Business of Wolfspeed, Inc.— On December 2, 2023, we completed the acquisition of certain assets and specified liabilities of the radio frequency (“RF”) business of Wolfspeed, Inc. (“Wolfspeed”) (the “RF Business,”), which was accounted for as a business combination (the “RF Business Acquisition”). The RF Business includes a portfolio of gallium nitride (“GaN”) on Silicon Carbide products used in high-performance RF and microwave applications. In connection with the RF Business Acquisition, we expect to assume control of a wafer fabrication facility in Research Triangle Park, North Carolina (the “RTP Fab”) approximately two years following the closing of the RF Business Acquisition (the “RTP Fab Transfer”). Prior to the RTP Fab Transfer, Wolfspeed will continue to operate the facility and supply wafer product and other fabrication services to us pursuant to various agreements entered into between the parties concurrently with the closing of the RF Business Acquisition.

The purchase price for the RF Business Acquisition consisted of $75.0 million payable in cash, subject to customary purchase price adjustments, and 711,528 shares of our common stock, with a fair value of $57.7 million, which were issued at the closing of the RF Business Acquisition. The shares of our common stock issued in connection with the RF Business Acquisition are subject to restrictions on the sale of shares until transfer of the RTP Fab to the Company is complete. In addition, if the RTP Fab has not transferred by the fourth anniversary of the closing date of the RF Business Acquisition, Wolfspeed will forfeit 25% of the share consideration. We funded the cash purchase price for the RF Business Acquisition through cash-on-hand.

During the three months ended June 28, 2024, we did not incur any acquisition-related transaction costs. During the nine months ended June 28, 2024, we incurred acquisition-related transaction costs of approximately $7.4 million, which are included in selling, general and administrative expense. During the three and nine months ended June 30, 2023, we incurred acquisition-related transaction costs of approximately $2.0 million, which are included in selling, general and administrative expense.

The following table summarizes the preliminary estimate of the purchase price (in thousands, except shares and closing share price amount):


			At Acquisition Date as Reported December 29, 2023		Measurement Period Adjustments		At Acquisition Date as Reported June 28, 2024

Cash purchase consideration			$	75,000	$	(2,198)	$	72,802
Number of shares of MACOM common stock issued at closing	711,528
Fair value of shares issued	$	81.14
Equity purchase consideration			60,772		(3,039)		57,733

Total purchase consideration			$	135,772	$	(5,237)	$	130,535

During the three months ended June 28, 2024, the net working capital acquired was finalized, resulting in a refund of cash purchase consideration of $2.2 million. During the nine months ended June 28, 2024, we reduced the fair value of our common stock issued at the closing of the RF Business Acquisition by $3.0 million, representing the discount for lack of marketability as the shares were unregistered.

The purchase price for the RF Business Acquisition has been allocated based on preliminary estimates of fair values of the acquired assets and assumed liabilities at the date of acquisition as follows (in thousands):


	At Acquisition Date as Reported December 29, 2023		Measurement Period Adjustments		At Acquisition Date as Reported June 28, 2024

Current assets	$	160	$	(121)	$	39
Inventory	23,574		8,402		31,976
Property and equipment	35,415		—		35,415
Intangible assets	60,000		(18,000)		42,000
Prepayment for net assets associated with the RTP Fab Transfer	19,450		(3,200)		16,250
Other non-current assets	6,735		(916)		5,819
Goodwill	—		9,107		9,107
Total assets acquired	145,334		(4,728)		140,606
Current liabilities	6,474		409		6,883
Long-term liabilities	3,088		100		3,188
Total liabilities assumed	9,562		509		10,071
Purchase Price	$	135,772	$	(5,237)	$	130,535

Intangible assets consist of technology, a favorable contract and customer relationships with fair values of $21.0 million, $14.5 million and $6.5 million, respectively, and useful lives of 4.8 years, 2.0 years and 8.8 years, respectively. We used variations of income approaches with estimates and assumptions developed by us to determine the fair values of technology, the favorable contract and customer relationships. We valued technology by using the relief-from-royalty method, the favorable contract by using the discounted cash flow method and customer relationships by using the multi-period excess earnings method. We valued backlog using the multi-period excess earnings method and determined that the value for backlog is zero. The process for estimating the fair values of identifiable intangible assets requires the use of significant estimates and assumptions, including revenue growth rates, royalty rates, operating margin and discount rates. We used the cost and market approaches to determine the fair value of our property and equipment. We amortize definite-lived assets based on the pattern over which we expect to receive the economic benefit from these assets. During the nine months ended June 28, 2024, based on additional information, we updated inputs and assumptions used to calculate the fair value of certain assets and liabilities, primarily resulting in a decrease to the fair value of intangible assets of $18.0 million, an increase to the fair value of inventory of $8.4 million, with an offsetting increase to Goodwill. Due to these adjustments, the condensed consolidated statement of operations for the three months ended June 28, 2024 includes a net benefit of less than $0.1 million for intangible asset and inventory step-up amortization related to the quarters ended March 29, 2024 and December 29, 2024.

The prepayment of $16.3 million for the net assets associated with the RTP Fab Transfer, classified in Other long-term assets in our condensed consolidated balance sheet, relates to the estimated fair value of property and equipment, inventory and liabilities that we will assume control of at the time of the RTP Fab Transfer. The cost and market approaches were used in determining the fair value of $10.4 million for property and equipment expected to transfer at the RTP Fab Transfer date. The remaining prepayment relates to inventory and liabilities, net, that we will assume control of at the time of the RTP Fab Transfer.

The determination and allocation of purchase price consideration is based on preliminary estimates of fair value; such estimates and assumptions are subject to change within the measurement period (up to one year from the acquisition date). As of June 28, 2024, the purchase price allocation for the RF Business remains open as we gather additional information regarding the fair value of consideration transferred, the assets acquired and the liabilities assumed, primarily in relation to the valuation of intangibles, inventory, property and equipment, leases, the prepayment for the assets and liabilities to be conveyed with the RTP Fab Transfer and contingencies.

The RF Business has been included in our consolidated financial statements since the date of acquisition. During the three and nine months ended June 28, 2024, the RF Business contributed approximately $47.1 million and $89.0 million of our total revenue, respectively. During the three and nine months ended June 28, 2024, the RF Business did not materially impact our consolidated net income.

Consolidated estimated pro forma unaudited revenue and net income as if the RF Business Acquisition had occurred on October 1, 2022, is as follows (in thousands):


	Three Months Ended				Nine Months Ended
	June 28, 2024		June 30, 2023		June 28, 2024		June 30, 2023
Consolidated estimated pro forma unaudited revenue	$	190,486	$	181,703	$	555,705	$	609,763
Consolidated estimated pro forma unaudited net loss	$	21,517	$	(24,351)	$	24,728	$	(50,334)

Pro forma revenue and net loss was prepared for comparative purposes only and is not indicative of what would have occurred had the acquisition actually occurred on October 1, 2022, or of the results that may occur in the future. Pro forma net loss includes business combination accounting effects from the RF Business Acquisition, primarily amortization expense from acquired intangible assets, acquisition transaction costs and tax-related effects. Pro forma earnings for the nine months ended June 28, 2024 were adjusted to exclude transaction costs incurred of $15.8 million, and pro forma earnings for the nine months ended June 30, 2023 were adjusted and include $42.0 million of transaction costs associated with the RF Business Acquisition.

MESC— On May 31, 2023, we completed the acquisition of the key manufacturing facilities, capabilities, technologies and other assets and certain specified liabilities of OMMIC SAS, a semiconductor manufacturer based in Limeil-Brévannes, France with expertise in wafer fabrication, epitaxial growth and monolithic microwave integrated circuit (“MMIC”) processing and design. We are referring to this acquisition as the MACOM European Semiconductor Center Acquisition (the “MESC Acquisition”) and it was accounted for as a business combination. We completed the MESC Acquisition to expand our European footprint and to enable us to offer higher frequency gallium arsenide (“GaAs”) and GaN MMICs. Total cash consideration paid for the MESC Acquisition was approximately $36.9 million and was funded with cash-on-hand. During the three months ended June 28, 2024, we did not incur any acquisition-related transaction costs. During the nine months ended June 28, 2024, we incurred acquisition-related transaction costs of approximately $0.3 million, which are included in selling, general and administrative expense. During the three and nine months ended June 30, 2023, we incurred acquisition-related transaction costs of approximately $1.0 million and $2.6 million, respectively, which are included in selling, general and administrative expense. The MESC Acquisition was accounted for as a business combination and the operations of MESC have been included in our consolidated financial statements since the date of acquisition.

We finalized the MESC Acquisition purchase accounting during the fiscal quarter ended June 28, 2024. The final purchase price has been allocated as follows (in thousands):


	At Acquisition Date as Reported June 28, 2024

Current assets	$	297
Inventory	3,790
Property and equipment	30,538
Intangible assets	5,966

Total assets acquired	40,591
Current liabilities	3,734
Total liabilities assumed	3,734
Purchase Price	$	36,857

As part of the acquisition, we assumed a lease agreement for manufacturing facilities in France that provides us with the option to purchase the real property for one Euro at the end of the lease term, in October 2024. We expect to exercise this bargain purchase option and have recorded a right-of-use-asset of $24.7 million in Property and equipment. The real property was valued using a market approach.

Intangible assets consist of technology and customer relationships of $4.9 million and $1.1 million, respectively, and both having useful lives of 8.3 years. We used the income approach to determine the fair value of the definite-lived intangible assets and the cost and market approaches to determine the fair value of our property, plant and equipment. We amortize definite-lived assets based on the pattern over which we expect to receive the economic benefit from these assets.

Linearizer Technology, Inc.— On March 3, 2023, we completed the acquisition of Linearizer Technology, Inc. (“Linearizer”), a developer of modules and subsystems, including SSPAs, microwave predistortion linearizers and microwave photonics based in Hamilton, New Jersey (the “Linearizer Acquisition”), which was accounted for as a business combination. We acquired Linearizer to further strengthen our component and subsystem design expertise in our target markets. In connection with the Linearizer Acquisition, we acquired all of the outstanding shares of Linearizer for total cash consideration of approximately $51.4 million. We funded the Linearizer Acquisition with cash-on-hand. During the three and nine months ended June 28, 2024, we did not incur any acquisition-related transaction costs. During the three and nine months ended June 30, 2023, we incurred acquisition-related transaction costs of approximately $0.2 million and $2.1 million, respectively, which are included in selling, general and administrative expense. The Linearizer Acquisition was accounted for as a business combination and the operations of Linearizer have been included in our consolidated financial statements since the date of acquisition.

We finalized the Linearizer Acquisition purchase accounting during the fiscal quarter ended March 29, 2024. The final purchase price has been allocated as follows (in thousands):


	At Acquisition Date as Reported September 29, 2023		Measurement Period Adjustments		At Acquisition Date as Reported March 29, 2024

Current assets	$	2,819	$	(100)	$	2,719
Inventory	8,907		1,407		10,314
Property and equipment	5,485		—		5,485
Intangible assets	29,600		—		29,600
Goodwill	12,332		(1,494)		10,838
Total assets acquired	59,143		(187)		58,956
Current liabilities	7,544		—		7,544
Total liabilities assumed	7,544		—		7,544
Purchase Price	$	51,599	$	(187)	$	51,412

Intangible assets consist of customer relationships, technology and trade name with fair values of $20.7 million, $7.1 million and $1.8 million, respectively, and useful lives of 8.6 years, 7.6 years and 7.6 years, respectively. We used the income approach to determine the fair value of the definite-lived intangible assets and the cost and market approaches to determine the fair value of our property, plant and equipment. We amortize definite-lived assets based on the pattern over which we expect to receive the economic benefit from these assets. The intangible assets and goodwill acquired will be amortizable for tax purposes due to the Internal Revenue Code of 1986 (“IRC”) Section 338 election filed.

4. INVESTMENTS

All investments are short-term in nature and are invested in certificates of deposit, corporate bonds, commercial paper, U.S. Treasuries and agency bonds and are classified as available-for-sale. These investments are owned directly by the Company and are segregated in brokerage custody accounts. The amortized cost, gross unrealized holding gains or losses and fair value of our available-for-sale investments by major investment type are summarized in the tables below (in thousands):


	June 28, 2024
	Amortized Cost		Gross Unrealized Holding Gains		Gross Unrealized Holding Losses		Aggregate Fair Value
Certificates of deposit	$	10,980	$	—	$	(1)	$	10,979
Corporate bonds	265,377		29		(1,587)		263,819
Commercial paper	72,951		—		(84)		72,867
U.S. Treasuries and agency bonds	56,561		10		(40)		56,531
Total short-term investments	$	405,869	$	39	$	(1,712)	$	404,196


	September 29, 2023
	Amortized Cost		Gross Unrealized Holding Gains		Gross Unrealized Holding Losses		Aggregate Fair Value
Corporate bonds	$	145,234	$	—	$	(2,845)	$	142,389
Commercial paper	176,405		—		(129)		176,276
U.S. Treasuries and agency bonds	21,895		18		(4)		21,909
Total short-term investments	$	343,534	$	18	$	(2,978)	$	340,574

The contractual maturities of available-for-sale investments were as follows (in thousands):


	June 28, 2024		September 29, 2023
Less than one year	$	262,355	$	265,591
Over one year	141,841		74,983
Total available-for-sale investments	$	404,196	$	340,574

We have determined that the gross unrealized losses on available for sale securities as of June 28, 2024 and September 29, 2023 are temporary in nature and/or do not relate to credit loss, and therefore there is no expense for credit losses recorded in our condensed consolidated statements of operations. Unrealized gains and losses on available-for-sale investments are reported as a separate component of stockholders’ equity within accumulated other comprehensive loss.

5. FAIR VALUE

We group our financial assets and liabilities measured at fair value on a recurring basis in three levels, based on the markets in which the assets and liabilities are traded, and the reliability of the assumptions used to determine fair value. These levels are:


Level 1 - Quoted prices in active markets for identical assets or liabilities.
Level 2 - Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets with insufficient volume or infrequent transactions (less active markets), or model-driven valuations in which all significant inputs are observable or can be derived principally from, or corroborated with, observable market data.
Level 3 - Fair value is derived from valuation techniques in which one or more significant inputs are unobservable, including assumptions and judgments made by us.

Assets and Liabilities Measured and Recorded at Fair Value on a Recurring Basis

We measure certain assets and liabilities at fair value on a recurring basis such as our financial instruments. There have been no transfers between Level 1, 2 or 3 assets or liabilities during the three and nine months ended June 28, 2024.

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


	June 28, 2024
	Fair Value		Active Markets for Identical Assets (Level 1)		Observable Inputs (Level 2)		Unobservable Inputs (Level 3)
Assets
U.S. Treasuries and agency bonds	$	56,531	$	51,536	$	4,995	$	—
Money market funds	54,675		54,675		—		—
Certificates of deposit	10,979		10,979		—		—

Corporate bonds	263,819		—		263,819		—
Commercial paper	72,867		—		72,867		—
Total assets measured at fair value	$	458,871	$	117,190	$	341,681	$	—


	September 29, 2023
	Fair Value		Active Markets for Identical Assets (Level 1)		Observable Inputs (Level 2)		Unobservable Inputs (Level 3)
Assets
Money market funds	$	111,388	$	111,388	$	—	$	—
U.S. Treasuries	21,910		21,910		—		—
Commercial paper	176,276		—		176,276		—


Corporate bonds	142,388		—		142,388		—
Total assets measured at fair value	$	451,962	$	133,298	$	318,664	$	—

6. INVENTORIES

Inventories consist of the following (in thousands):


	June 28, 2024		September 29, 2023
Raw materials	$	117,284	$	82,589
Work-in-process	15,375		14,280
Finished goods	58,056		39,431
Total inventory, net	$	190,715	$	136,300

7. PROPERTY AND EQUIPMENT

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


	June 28, 2024		September 29, 2023
Construction in process	$	14,640	$	10,256
Machinery and equipment	280,196		238,037
Leasehold improvements	38,723		35,342
Furniture and fixtures	2,966		2,888
Computer equipment	19,962		18,824
Finance lease assets	64,523		64,126
Total property and equipment	421,010		369,473
Less accumulated depreciation and amortization	(242,035)		(219,977)
Property and equipment, net	$	178,975	$	149,496

In August 2022, the U.S. government enacted the CHIPS and Science Act of 2022 (CHIPS Act), which provides funding for manufacturing grants and research investments and establishes a 25% investment tax credit for certain qualifying

investments in U.S. semiconductor manufacturing equipment. As of June 28, 2024, we recognized a $4.4 million reduction to the carrying amounts of the qualifying manufacturing assets in the condensed consolidated balance sheet.

Depreciation and amortization expense related to property and equipment for the three and nine months ended June 28, 2024 was $7.9 million and $22.3 million, respectively. Depreciation and amortization expense related to property and equipment for the three and nine months ended June 30, 2023 was $5.9 million and $17.7 million, respectively. Accumulated amortization on finance lease assets as of June 28, 2024 and September 29, 2023 was $9.6 million and $7.8 million, respectively.

8. INTANGIBLE ASSETS

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


	Three Months Ended				Nine Months Ended
	June 28, 2024		June 30, 2023		June 28, 2024		June 30, 2023
Cost of revenue	$	4,344	$	1,131	$	10,486	$	3,028
Research and development	1,340		—		3,426		—
Selling, general and administrative	4,337		5,976		13,257		17,644
Total	$	10,021	$	7,107	$	27,169	$	20,672

A summary of the activity in gross intangible assets as of June 28, 2024 and September 29, 2023 is as follows (in thousands):


	June 28, 2024
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Acquired technology	$	212,448	$	(184,705)	$	27,743

Customer relationships	274,138		(238,884)		35,254
Favorable contract	14,500		(5,334)		9,166
Software licenses	11,950		(3,431)		8,519
Trade name (1)	5,200		(357)		4,843
Balance as of June 28, 2024 (2)	$	518,236	$	(432,711)	$	85,525


	September 29, 2023
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Acquired technology	$	191,369	$	(179,558)	$	11,811

Customer relationships	267,621		(225,827)		41,794

Software licenses	8,350		—		8,350
Trade name (1)	5,200		(161)		5,039
Balance as of September 29, 2023 (2)	$	472,540	$	(405,546)	$	66,994

(1) Includes an indefinite-lived trade name of $3.4 million that is not amortized.

(2) Foreign intangible asset carrying amounts include foreign currency translation adjustments.

As of June 28, 2024, our estimated amortization of our intangible assets in future fiscal years was as follows (in thousands):


	2024 Remaining		2025	2026	2027	2028	Thereafter	Total
Amortization expense	$	9,997	25,663	14,551	11,455	7,983	12,476	$	82,125

A summary of the changes in goodwill as of June 28, 2024 is as follows (in thousands):


	June 28, 2024
Balance as of September 29, 2023	$	323,398
Acquired (1)	7,613
Foreign currency translation adjustment	(671)
Balance as of June 28, 2024	$	330,340

(1) The acquired balance consists of an increase of $9.1 million to goodwill related to measurement period adjustments for the RF Business Acquisition and a reduction of $1.5 million to goodwill related to measurement period adjustments for the Linearizer Acquisition. For additional information refer to Note 3 - Acquisitions.

9. DEBT

The following represents the outstanding balances and effective interest rates of our borrowings as of June 28, 2024 and September 29, 2023, (in thousands, except percentages):


	June 28, 2024				September 29, 2023
	Principal Balance		Effective Interest Rate		Principal Balance		Effective Interest Rate

0.25% convertible notes due March 2026	450,000		0.54	%	450,000		0.54	%



Unamortized discount on deferred financing costs	(2,006)				(2,866)
Total long-term debt, less current portion	$	447,994			$	447,134

2026 Convertible Notes

On March 25, 2021, we issued 0.25% convertible senior notes due in fiscal year 2026, pursuant to an indenture dated as of such date (the “Indenture”), between the Company and U.S. Bank National Association, as trustee, with an aggregate principal amount of $400.0 million (the “Initial Notes”), and on April 6, 2021, we issued an additional $50.0 million aggregate principal amount (the “Additional Notes”) (together, the “2026 Convertible Notes”). The aggregate principal balance of the 2026 Convertible Notes is $450.0 million. The 2026 Convertible Notes will mature on March 15, 2026, unless earlier converted, redeemed or repurchased.

The Additional Notes were issued and sold to the initial purchaser of the Initial Notes, pursuant to the option to purchase the Additional Notes granted by the Company to the initial purchaser and have the same terms as the Initial Notes.

Holders of the 2026 Convertible Notes may convert their notes at their option at any time prior to the close of business on the business day immediately preceding December 15, 2025 in multiples of $1,000 principal amount, only under the following circumstances: (i) during any fiscal quarter commencing after the fiscal quarter ending on July 2, 2021 (and only during such fiscal quarter), if the last reported sale price of our common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding fiscal quarter is greater than or equal to 130% of the conversion price for the notes on each applicable trading day; (ii) during the five business day period after any five consecutive trading day period (the “Measurement Period”) in which the “trading price” (as defined in the Indenture) per $1,000 principal amount of the notes for each trading day of the Measurement Period was less than 98% of the product of the last reported sale price of our common stock and the conversion rate for the notes on each such trading day; (iii) if we call such notes for redemption, at any time prior to the close of business on the second scheduled trading day immediately preceding the applicable redemption date; or (iv) upon the occurrence of specified corporate events described in the Indenture. On or after December 15, 2025 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert their notes in multiples of $1,000 principal amount, regardless of the foregoing circumstances.

The initial conversion rate for the 2026 Convertible Notes is 12.1767 shares of common stock per $1,000 principal amount of the notes, equivalent to an initial conversion price of approximately $82.12 per share of common stock. The conversion rate will be subject to adjustment upon the occurrence of certain specified events in the Indenture.

In November 2021, we made an irrevocable election to pay cash for the aggregate principal amount of notes to be converted. Upon conversion of the 2026 Convertible Notes, we are required to pay cash up to the aggregate principal amount of the notes to be converted and pay or deliver, as the case may be, cash, shares of our common stock or a combination of cash and shares of our common stock, at our election, in respect of the remainder, if any, of our conversion obligation in excess of the aggregate principal amount of the notes being converted (subject to, and in accordance with, the settlement provisions of the

Indenture). We may redeem for cash all or any portion of the notes, at our option, on or after March 20, 2024 if the last reported sale price per share of our common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive), including the trading day immediately preceding the date on which we provide notice of redemption, during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which we provide notice of redemption, at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest, to, but not including, the redemption date.

The Indenture does not contain any financial or operating covenants or restrictions on the payments of dividends, the making of investments, the incurrence of indebtedness or the purchase or prepayment of securities by us or any of our subsidiaries.

For the three and nine months ended June 28, 2024 and June 30, 2023, total interest expense for the 2026 Convertible Notes was $0.3 million and $0.8 million, respectively.

The fair value of our 2026 Convertible Notes was $636.1 million and $512.5 million as of June 28, 2024 and September 29, 2023, respectively, and was determined based on quoted prices in markets that are not active, which is considered a Level 2 valuation input.

There are no future minimum principal payments under the notes as of June 28, 2024; the full amount of $450.0 million is due on March 15, 2026.

Term Loans

As of June 30, 2023, we were party to a credit agreement, dated as of May 8, 2014, with a syndicate of lenders and Goldman Sachs Bank USA, as administrative agent (as amended on February 13, 2015, August 31, 2016, March 10, 2017, May 19, 2017, May 2, 2018 and May 9, 2018, the “Credit Agreement”). On August 2, 2023, the Credit Agreement was terminated when we paid the total outstanding principal balance on our Term Loans of $120.8 million and accrued interest of less than $0.1 million with cash-on-hand. There was no interest expense for the Term Loans for the three and nine months ended June 28, 2024. For the three and nine months ended June 30, 2023, total interest expense for the Term Loans was $2.2 million and $6.1 million, respectively.

10. FINANCING OBLIGATION

We are party to a power purchase agreement for the use of electric power and thermal energy producing systems at our fabrication facility in Lowell, Massachusetts. These systems are expected to reduce our consumption of energy while delivering sustainable, resilient energy for heating and cooling. We do not own these systems; however, we control the use of the assets during operation. As of June 28, 2024 and September 29, 2023, the net book value of the systems in Property and equipment, net was $8.4 million and $8.9 million, respectively, and the corresponding liability was $9.4 million and $9.6 million, respectively, primarily classified in Financing obligation on our condensed consolidated balance sheet. The initial financing obligation was calculated based on future fixed payments allocated to the power generator of $16.8 million over the 15-year term, discounted at an implied discount rate of 7.4%, and the remaining future minimum payments are for power purchases. As of June 28, 2024 and September 29, 2023, we had $24.4 million and $25.5 million, respectively, in remaining fixed payments over a 14-year term associated with the power purchase agreement, of which $15.2 million and $15.9 million, respectively, is included in our consolidated balance sheets on a discounted basis.

As of June 28, 2024, expected future minimum payments for the financing obligation were as follows (in thousands):


Fiscal year ending:	Amount
2024	$	242
2025	982
2026	1,007
2027	1,031
2028	1,057
Thereafter	10,857
Total payments	$	15,176
Less: interest	5,805
Present value of liabilities	$	9,371

11. EARNINGS PER SHARE

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


	Three Months Ended				Nine Months Ended
	June 28, 2024		June 30, 2023		June 28, 2024		June 30, 2023
Numerator:


Net income attributable to common stockholders	$	19,939	$	11,853	$	47,445	$	67,127
Denominator:
Weighted average common shares outstanding-basic	72,143		70,937		71,881		70,739
Dilutive effect of stock options, restricted stock awards and restricted stock units	1,008		471		889		656
Dilutive effect of convertible debt (1)	1,066		—		488		—
Weighted average common shares outstanding-diluted	74,217		71,408		73,258		71,395

Net income to common stockholders per share-Basic:	$	0.28	$	0.17	$	0.66	$	0.95
Net income to common stockholders per share-Diluted:	$	0.27	$	0.17	$	0.65	$	0.94

(1) Each amount shown represents the number of shares that would be necessary to settle the conversion premium for the 2026 Convertible Notes as of the corresponding reporting period. For additional information on the 2026 Convertible Notes, see Note 9 - Debt.

12. COMMITMENTS AND CONTINGENCIES

From 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 litigation. Any such claims may lead to future litigation and material damages and defense costs. We were not involved in any material pending legal proceedings during the three and nine months ended June 28, 2024.

13. STOCKHOLDERS’ EQUITY AND SHARE-BASED COMPENSATION

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 June 28, 2024.

Stock Plans

As of June 28, 2024, we had 3.9 million shares available for issuance under our 2021 Omnibus Incentive Plan (the “2021 Plan”), which replaced our 2012 Omnibus Incentive Plan (as amended and restated) (the “2012 Plan”), and 1.1 million shares available for issuance under our 2021 Employee Stock Purchase Plan (the “Employee Stock Purchase Plan”), which replaced our 2012 Employee Stock Purchase Plan. We have outstanding awards under the 2021 Plan and the 2012 Plan. Following the adoption of the 2021 Plan, no additional awards have been or will be made under the 2012 Plan. Under the 2021 Plan, we have the ability to issue incentive stock options (“ISOs”), non-statutory stock options (“NSOs”), stock appreciation rights (“SARs”), restricted stock awards (“RSAs”), unrestricted stock awards, stock units (including restricted stock units (“RSUs”) and performance-based restricted stock units (“PRSUs”)), performance awards, cash awards, and other share-based awards to employees, directors, consultants and advisors. The ISOs and NSOs must be granted at an exercise price, and the SARs must be granted at a base value, per share of not less than 100% of the closing price of a share of our common stock on the date of grant (or, if no closing price is reported on that date, the closing price on the immediately preceding date on which a closing price was reported) (110% in the case of certain ISOs). Options granted under the 2012 Plan primarily vested based on certain market-based and performance-based criteria and generally have a term of four years to seven years. Certain of the share-based awards granted and outstanding as of June 28, 2024 are subject to accelerated vesting upon a change in control of the Company.

Incentive Stock Units

Aside from the equity plans described above, we also grant incentive stock units (“ISUs”) to certain of our international employees which typically vest over three or four years and for which the fair value is determined by our underlying stock price, which are classified as liabilities and settled in cash upon vesting.

As of June 28, 2024 and September 29, 2023, the fair value of outstanding ISUs was $7.0 million and $5.0 million, respectively, and the associated accrued compensation liability was $4.0 million and $3.3 million, respectively. During the three

and nine months ended June 28, 2024, we recorded an expense for ISU awards of $1.2 million and $2.6 million, respectively. During the three and nine months ended June 30, 2023, we recorded an expense for ISU awards of $0.3 million and $2.2 million, respectively. These expenses are not included in the share-based compensation expense totals below.

Share-Based Compensation

The following table shows a summary of share-based compensation expense included in the condensed consolidated statements of operations (in thousands):


	Three Months Ended				Nine Months Ended
	June 28, 2024		June 30, 2023		June 28, 2024		June 30, 2023
Cost of revenue	$	1,522	$	1,078	$	4,392	$	3,239
Research and development	5,446		3,281		13,173		11,255
Selling, general and administrative	6,377		3,903		16,527		14,275
Total share-based compensation expense	$	13,345	$	8,262	$	34,092	$	28,769

As of June 28, 2024, the total unrecognized compensation costs related to RSUs and PRSUs was $74.1 million, which we expect to recognize over a weighted-average period of 2.0 years. As of June 28, 2024, total unrecognized compensation cost related to our Employee Stock Purchase Plan was $1.2 million.

Restricted Stock Units and Performance-Based Restricted Stock Units

A summary of stock award activity for the nine months ended June 28, 2024 is as follows:


	Number of shares (in thousands)	Weighted- Average Grant Date Fair Value
Balance as of September 29, 2023	1,501	$	60.90
Granted	763	80.14
Performance-based adjustment (1)	62	35.43
Vested and released	(547)	49.56
Forfeited, canceled or expired	(119)	65.80
Balance as of June 28, 2024	1,660	$	72.18

(1) The amount shown represents performance adjustments for performance-based awards. These were granted in prior fiscal years and vested during the nine months ended June 28, 2024 based on the Company’s achievement of adjusted earnings per share performance conditions.

Stock awards that vested during the nine months ended June 28, 2024 and June 30, 2023 had combined fair values of $41.8 million and $85.1 million, respectively, as of the vesting date. RSUs granted generally vest over a period of three or four years.

Market-based PRSUs

We granted 132,247 market-based PRSUs during the nine months ended June 28, 2024, at a weighted average grant date fair value of $88.88 per share. Recipients may earn between 0% and 200% of the target number of shares based on the Company’s achievement of total stockholder return in comparison to a peer group of companies in the PHLX Semiconductor Sector Index (^SOX) over a period of approximately three years. The fair value of the awards was estimated using a Monte Carlo simulation and compensation expense is recognized ratably over the service period based on the grant date fair value of the awards subject to the market condition. The expected volatility of the Company’s common stock was estimated based on the historical average volatility rate over the three-year period. The dividend yield assumption was based on historical and anticipated dividend payouts. The risk-free rate assumption was based on observed interest rates consistent with the three-year measurement period. The assumptions used to value the awards are as follows:


	Nine Months Ended
	June 28, 2024
Grant date stock price	$	73.01
Average stock price at the start of the performance period	$	79.43
Risk free interest rate	4.6%
Years to maturity	2.9
Expected volatility rate	41.7%
Expected dividend yield	—

Stock Options

As of June 28, 2024 and September 29, 2023 there were 10,000 and 15,000 stock options outstanding, respectively, with a weighted-average exercise price per share of $16.06. As of June 28, 2024, the weighted-average remaining contractual term was 1.36 years and the aggregate intrinsic value was $1.0 million. Aggregate intrinsic value is calculated using the difference between our closing stock price on June 28, 2024 and the exercise price of outstanding, in-the-money options. The total intrinsic value of options exercised during the nine months ended June 28, 2024 was $0.3 million. There were no options exercised during the three and nine months ended June 30, 2023.

14. INCOME TAXES

We are subject to income tax in the U.S. as well as other tax jurisdictions in which we conduct business. Earnings from non-U.S. activities are subject to local country income tax and may also be subject to current U.S. income tax. For interim periods, we record a tax provision or benefit based upon the estimated effective tax rate expected for the full fiscal year, adjusted for material discrete taxation matters arising during the interim periods. Our quarterly tax provision or benefit, and its quarterly estimate of the annual effective tax rate, are subject to significant variation due to several factors. These factors include items such as: variability in accurately predicting pre-tax income/loss, the mix of jurisdictions in which we operate, intercompany transactions, changes in how we do business, tax law developments, the realizability of our deferred tax assets and related valuation allowance and relative changes in permanent tax benefits or expenses.

The provision for income taxes and effective income tax rate are as follows (in thousands, except percentages):


	Three Months Ended						Nine Months Ended
	June 28, 2024			June 30, 2023			June 28, 2024			June 30, 2023
Income tax expense	$	4,309		$	7,768		$	11,567		$	29,039
Effective income tax rate	17.8		%	39.6		%	19.6		%	30.2		%

The difference between the U.S. federal statutory income tax rate of 21% and our effective income tax rate for the three and nine months ended June 28, 2024 was primarily driven by favorable stock based compensation and research and development (“R&D”) tax credits, partially offset by global intangible low taxed income (“GILTI”). The difference between the U.S. federal statutory income tax rate of 21% and our effective income tax rate for the three and nine months ended June 30, 2023 was primarily driven by tax on GILTI including changes to IRC Section 174, non-deductible compensation and state income taxes partially offset by income taxed in foreign jurisdictions generally at lower tax rates and R&D tax credits.

During the nine months ended June 28, 2024, we determined the earnings of one of our entities in India are no longer permanently reinvested, and due to the change in our position, we recorded a foreign withholding tax expense of $1.0 million associated with undistributed earnings.

We recognize deferred tax assets to the extent that we believe that these assets are more likely than not to be realized. In making this determination, we consider available positive and negative evidence. We look at factors that may impact the valuation of our deferred tax assets including results of recent operations, future reversals of existing taxable temporary differences, projected future taxable income and tax-planning strategies.

There were no unrecognized tax benefits as of June 28, 2024 and September 29, 2023. It is our policy to recognize any interest and penalties accrued related to unrecognized tax benefits in income tax expense. During the fiscal quarter ended June 28, 2024, we did not make any accrual or payment of interest or penalties.

15. SUPPLEMENTAL CASH FLOW INFORMATION

The following is a summary of supplemental cash flow information for the periods presented (in thousands):


	Nine Months Ended
	June 28, 2024		June 30, 2023
Cash paid for interest	$	2,715	$	8,140
Cash paid for income taxes	$	4,385	$	2,771
Non-cash activities:
Operating lease right-of-use assets obtained in exchange for new lease liabilities	$	7,596	$	4,434
Finance lease assets obtained in exchange for new lease liabilities	$	—	$	9,725
Additions to property and equipment, net included in liabilities	$	944	$	195
Purchase of software licenses included in liabilities	$	2,500	$	—

Operating lease right-of-use assets obtained in exchange for new lease liabilities includes $5.6 million operating lease right-of-use assets acquired as part of the RF Business Acquisition. For additional information on the RF Business Acquisition, see Note 3 - Acquisitions.

16. GEOGRAPHIC AND SIGNIFICANT CUSTOMER INFORMATION

We have one reportable operating segment that 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 (“CODM”) use of financial information provided for the purposes of assessing performance and making operating decisions. The Company's CODM is its President and Chief Executive Officer. In evaluating financial performance and making operating decisions, the CODM primarily uses consolidated metrics. The Company assesses its determination of operating segments at least annually. We continue to evaluate our internal reporting structure, changes to our business and the potential impact of these changes on our segment reporting.

For information about our revenue in different geographic regions, based upon customer locations, see Note 2 - Revenue.

Information about net property and equipment in different geographic regions is presented below (in thousands):


	June 28, 2024		September 29, 2023
United States	$	127,335	$	111,865
France	32,401		31,142

Other Countries (1)	19,239		6,489
Total	$	178,975	$	149,496

(1)Other than the United States and France, no country or region represented greater than 10% of the total net property and equipment as of the dates presented.

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



	Three Months Ended			Nine Months Ended
Revenue	June 28, 2024		June 30, 2023	June 28, 2024		June 30, 2023
Customer A	14	%	—	12	%	—

Customer Concentration

Customer A did not represent more than 10% of our revenue in the three and nine months ended June 30, 2023. No other customer represented more than 10% of revenue and none of our customers represented more than 10% of accounts receivable in the periods presented in the accompanying condensed consolidated financial statements. For the three and nine months ended June 28, 2024, our top ten customers represented 56% and 55%, respectively, of total revenue, and for the three and nine months ended June 30, 2023, our top ten customers represented 44% and 47%, respectively, of total revenue.

17. RELATED-PARTY TRANSACTIONS

During the nine months ended June 28, 2024, we purchased $0.3 million of machinery and equipment from Gallium Semiconductor, an affiliate of director Susan Ocampo.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of our financial condition and results of operations should be read in conjunction with the condensed consolidated financial statements and the notes thereto included elsewhere in this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K for the fiscal year ended September 29, 2023 filed with the United States Securities and Exchange Commission (“SEC”) on November 13, 2023 (the “2023 Annual Report on Form 10-K”).

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

“MACOM,” “MACOM Technology Solutions,” and related logos are trademarks of MACOM Technology Solutions Holdings, Inc. All other brands and names listed are trademarks of their respective owners.

Cautionary Note Regarding Forward-Looking Statements

This Item 2, “Management's Discussion and Analysis of Financial Condition and Results of Operations” and other sections of this Quarterly Report on Form 10-Q contain “forward-looking statements.” In addition, we may make other written and oral communications from time to time that contain such statements. Forward-looking statements include statements regarding our business outlook, strategic plans and priorities, expectations, anticipated drivers of future revenue growth, our ability to develop new products, achieve market acceptance of those products and better address certain markets, expand our capabilities and extend our product offerings, including through the Linearizer Acquisition, the MESC Acquisition and the RF Business Acquisition, industry trends, our estimated annual effective tax rate, our plans for use of our cash and cash equivalents and short-term investments, interest rate and foreign currency risks, our ability to meet working capital requirements, estimates and objectives for future operations, our future results of operations and our financial position, including liquidity, and other matters that do not relate strictly to historical facts. Forward-looking statements 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” or similar expressions or variations or the negatives of those terms. Such forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from future results expressed or implied by such forward-looking statements. Important factors that could cause actual results to differ materially from the forward-looking statements include, among others, the risks described in the section entitled “Risk Factors” in this Quarterly Report on Form 10-Q and the 2023 Annual Report on Form 10-K. We caution the reader to carefully consider such factors. Furthermore, such forward-looking statements speak only as of the date of this Quarterly Report on Form 10-Q. Except as required by law, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date of such statements.

Overview

We design and manufacture semiconductor products for the Industrial and Defense (“I&D”), Data Center and Telecommunications (“Telecom”) industries. Headquartered in Lowell, Massachusetts, with operational facilities throughout North America, Europe and Asia, we design, develop and manufacture differentiated semiconductor products for customers who demand high performance, quality and reliability. We have more than 70 years of application expertise, combined with expertise in analog and mixed signal circuit design, compound semiconductor fabrication (including GaAs, GaN, indium phosphide (InP) and specialized silicon), advanced packaging and back-end assembly and test. We offer a broad portfolio of thousands of standard and custom devices, which include integrated circuits (IC), multi-chip modules (MCM), diodes, amplifiers, switches and switch limiters, passive and active components and radio frequency (RF) and optical subsystems, which make up dozens of product lines that service over 6,000 end customers in our three primary markets. Our products are electronic components that our customers generally incorporate into larger electronic systems, such as wireless basestations, high-capacity optical networks, data center networks, radar, medical systems and test and measurement applications. Our primary end markets are: (1) I&D, which includes military and commercial radar, RF jammers, electronic countermeasures, communication data links, satellite communications and various wired and wireless multi-market applications, which include industrial, medical, test and measurement and scientific applications; (2) Data Center, which includes intra-Data Center, Data Center Interconnect (DCI) applications, at 100G, 200G, 400G, 800G and higher speeds, enabled by our broad portfolio of analog ICs and photonic components for high speed connectivity customers; and (3) Telecom, which includes carrier

infrastructure such as long-haul/metro, 5G and 6G infrastructure, satellite communications and Fiber-to-the-X (FTTx)/passive optical network (“PON”), among others.

Description of Our Revenue

Revenue. Our revenue is derived from sales of high-performance RF, microwave, millimeter wave, optical and photonic semiconductor products. We design, integrate, manufacture and package differentiated, semiconductor-based products 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:

•continued growth in the demand for high-performance analog, digital and optical semiconductors in our three primary markets;

•introducing new products using advanced technologies, added features, higher levels of integration and improved performance;

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

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

•engaging early with our lead customers to develop custom and standard products.

Our core strategy is to develop and innovate high-performance products that address our customers’ most difficult technical challenges in our primary markets: I&D, Data Center and Telecom.

We expect our revenue in the I&D market to be driven by the expanding product portfolio that we offer which services applications such as test and measurement, satellite communications, civil and military radar, industrial, automotive, scientific and medical applications, further supported by growth in applications for our multi-market catalog products.

We expect our revenue in the Data Center market to be driven by the adoption of cloud-based services and the upgrade of data center architectures to 100G, 200G, 400G and 800G interconnects, which we expect will drive adoption of higher speed optical and photonic components.

We expect our revenue in the Telecom market to be driven by 5G deployments, with continued upgrades and expansion of communications equipment, satellite communications networks and increasing adoption of our high-performance RF, millimeter wave, optical and photonic components.

Critical Accounting Policies and Estimates

Our discussion and analysis of our financial condition and results of operations are based on our condensed consolidated financial statements. The preparation of financial statements, in conformity with GAAP, requires management to make estimates and judgments that affect the reported amounts of assets and liabilities, the reported amounts of revenue and expenses during the reporting period and disclosure of contingent assets and liabilities at the date of the financial statements. 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; revenue reserves; business combinations; goodwill and intangible asset valuation; share-based compensation valuations and income taxes.

Business combinations

We apply significant estimates and judgments in order to determine the fair value of the identified tangible and intangible assets acquired, liabilities assumed and goodwill recognized in business combinations. The value of all assets and liabilities are recognized at fair value as of the acquisition date using a market participant approach. In measuring the fair value, we utilize a number of valuation techniques. When determining the fair value of property and equipment acquired, generally we must estimate the cost to replace the asset with a new asset taking into consideration such factors as age, condition and the economic useful life of the asset. When determining the fair value of intangible assets acquired, typically determined using a discounted cash flow valuation method, we use assumptions such as the timing and amount of future cash flows, discount rates, weighted average cost of capital and estimated useful lives. These assessments can be significantly affected by our judgments.

Goodwill and intangible asset valuation

Significant management judgment is required in our valuation of goodwill and intangible assets, many of which are based on 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 may prove to be inaccurate. The value of our goodwill and purchased intangible assets could also be impacted by future adverse changes, such as a decline in the valuation of technology company stocks, including the valuation of our common stock, or a significant slowdown in the worldwide economy or in the optical communications equipment or semiconductor industry.

For additional information related to these and other accounting policies refer to Note 2 - Summary of Significant Accounting Policies to our Consolidated Financial Statements included in Item 8 of Part II, “Financial Statements and Supplementary Data,” of the 2023 Annual Report on Form 10-K and Note 1 - Basis of Presentation and Summary of Significant Accounting Policies to our condensed consolidated financial statements in this Quarterly Report on Form 10-Q.

Results of Operations

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


	Three Months Ended				Nine Months Ended
	June 28, 2024		June 30, 2023		June 28, 2024		June 30, 2023
Revenue	$	190,486	$	148,522	$	528,868	$	498,032
Cost of revenue (1)	89,077		62,396		244,937		198,861
Gross profit	101,409		86,126		283,931		299,171
Operating expenses:
Research and development (1)	47,531		36,668		132,566		111,037
Selling, general and administrative (1) (2)	34,162		32,152		105,233		96,341

Total operating expenses	81,693		68,820		237,799		207,378
Income from operations	19,716		17,306		46,132		91,793
Other income (expense):

Interest income	5,820		6,001		16,742		14,750
Interest expense	(1,288)		(3,657)		(3,862)		(10,170)
Other expense, net	—		(29)		—		(207)
Total other income	4,532		2,315		12,880		4,373
Income before income taxes	24,248		19,621		59,012		96,166
Income tax expense	4,309		7,768		11,567		29,039
Net income	$	19,939	$	11,853	$	47,445	$	67,127

(1) Includes (a) Amortization expense related to intangible assets arising from acquisitions and (b) Share-based compensation expense included in our condensed consolidated statements of operations as set forth below (in thousands):


	Three Months Ended				Nine Months Ended
	June 28, 2024		June 30, 2023		June 28, 2024		June 30, 2023
(a) Intangible amortization expense:
Cost of revenue	$	4,344	$	1,131	$	10,486	$	3,028
Research and development	1,340		—		3,426		—
Selling, general and administrative	4,337		5,976		13,257		17,644
(b) Share-based compensation expense:
Cost of revenue	$	1,522	$	1,078	$	4,392	$	3,239
Research and development	5,446		3,281		13,173		11,255
Selling, general and administrative	6,377		3,903		16,527		14,275

(2) The three months ended June 30, 2023 includes $3.2 million of acquisition transaction costs. The nine months ended June 28, 2024 and June 30, 2023 include $7.7 million and $6.7 million, respectively, of acquisition transaction costs.

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


	Three Months Ended				Nine Months Ended
	June 28, 2024		June 30, 2023		June 28, 2024		June 30, 2023
Revenue	100.0	%	100.0	%	100.0	%	100.0	%
Cost of revenue	46.8		42.0		46.3		39.9
Gross profit	53.2		58.0		53.7		60.1
Operating expenses:
Research and development	25.0		24.7		25.1		22.3
Selling, general and administrative	17.9		21.6		19.9		19.3

Total operating expenses	42.9		46.3		45.0		41.6
Income from operations	10.3		11.7		8.7		18.4
Other income (expense):

Interest income	3.1		4.0		3.1		3.0
Interest expense	(0.7)		(2.4)		(0.7)		(2.1)
Other expense, net	—		—		—		—
Total other income	2.4		1.6		2.4		0.9
Income before income taxes	12.7		13.2		11.1		19.3
Income tax expense	2.2		5.2		2.1		5.8
Net income	10.5	%	8.0	%	9.0	%	13.5	%

Comparison of the Three and Nine Months Ended June 28, 2024 to the Three and Nine Months Ended June 30, 2023

Revenue. Our revenue increased by $42.0 million, or 28.3%, to $190.5 million for the three months ended June 28, 2024, from $148.5 million for the three months ended June 30, 2023, and our revenue increased by $30.8 million, or 6.2%, to $528.9 million for the nine months ended June 28, 2024, from $498.0 million for the nine months ended June 30, 2023. The increase in revenue in the three and nine months ended June 28, 2024 is described by end market in the following paragraphs.

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


		Three Months Ended								Nine Months Ended
		June 28, 2024			June 30, 2023		% Change			June 28, 2024			June 30, 2023		% Change
Industrial & Defense	$	90,908		$	83,549		8.8	%	$	258,792		$	237,911		8.8	%
Data Center		49,003			26,640		83.9	%		141,662			106,451		33.1	%
Telecom		50,575			38,333		31.9	%		128,414			153,670		(16.4)	%
Total	$	190,486		$	148,522		28.3	%	$	528,868		$	498,032		6.2	%

Industrial & Defense		47.7	%		56.3	%				48.9	%		47.8	%
Data Center		25.7	%		17.9	%				26.8	%		21.3	%
Telecom		26.6	%		25.8	%				24.3	%		30.9	%
Total		100.0	%		100.0	%				100.0	%		100.0	%

In the three months ended June 28, 2024, our I&D market revenue increased by $7.4 million, or 8.8%, compared to the three months ended June 30, 2023. In the nine months ended June 28, 2024, our I&D market revenue increased by $20.9 million, or 8.8%, compared to the nine months ended June 30, 2023. The increase in the three and nine months ended June 28, 2024 was primarily driven by revenue from recent acquisitions, partially offset by lower sales of legacy products for industrial markets and timing of defense program shipments.

In the three months ended June 28, 2024, our Data Center market revenue increased by $22.4 million, or 83.9%, compared to the three months ended June 30, 2023. In the nine months ended June 28, 2024, our Data Center market revenue increased by $35.2 million, or 33.1%, compared to the nine months ended June 30, 2023. The increase in the three and nine months ended June 28, 2024 was primarily driven by an increase in sales of 400G and 800G high-performance analog Data Center products, partially offset by a decrease in sales of our legacy connectivity products.

In the three months ended June 28, 2024, our Telecom market revenue increased by $12.2 million, or 31.9%, compared to the three months ended June 30, 2023. In the nine months ended June 28, 2024, our Telecom market revenue decreased by $25.3 million, or 16.4%, compared to the nine months ended June 30, 2023. The increase in the three months ended June 28, 2024 was primarily driven by incremental revenue from recent acquisitions, partially offset by a decrease in sales in broadband access, PON and other telecom markets. The decrease in the nine months ended June 28, 2024 was primarily driven by a decrease in sales in broadband access, PON, carrier-based optical semiconductor products and other telecom markets, partially offset by incremental revenue from recent acquisitions.

We continue to be negatively impacted by the current macroeconomic conditions, which we expect may result in weaker near-term demand for our products across all three of our primary markets.

Gross profit. Gross margin was 53.2% and 58.0% for the three months ended June 28, 2024 and June 30, 2023, respectively, and 53.7% and 60.1% for the nine months ended June 28, 2024 and June 30, 2023. Gross profit was $101.4 million and $86.1 million for the three months ended June 28, 2024 and June 30, 2023, respectively, and $283.9 million and $299.2 million for the nine months ended June 28, 2024 and June 30, 2023, respectively. Gross profit increased for the three months ended June 28, 2024 as compared to the three months ended June 30, 2023 primarily as a result of higher sales primarily driven by the RF Business Acquisition, partially offset by increases in employee-related costs, headcount from acquisitions, product mix and higher intangible asset amortization. Gross profit decreased for the nine months ended June 28, 2024 as compared to the nine months ended June 30, 2023 primarily as a result of product mix, increased employee-related costs, primarily driven by headcount from acquisitions, higher intangible asset amortization and depreciation expense, partially offset by higher revenue.

Research and development. Research and development expense increased by $10.9 million, or 29.6%, to $47.5 million, or 25.0% of our revenue, for the three months ended June 28, 2024, compared to $36.7 million, or 24.7% of our revenue, for the three months ended June 30, 2023. Research and development expense increased by $21.5 million, 19.4%, to $132.6 million, or 25.1% of our revenue, for the nine months ended June 28, 2024, compared to $111.0 million, or 22.3% of our revenue, for the nine months ended June 30, 2023. Research and development expense increased in the three and nine months ended June 28, 2024 primarily as a result of increases in employee-related costs, driven by higher headcount associated with acquisitions, higher intangible asset amortization and share-based compensation expense.

Selling, general and administrative. Selling, general and administrative expense increased by $2.0 million, or 6.3%, to $34.2 million, or 17.9% of our revenue, for the three months ended June 28, 2024, compared to $32.2 million, or 21.6% of our revenue, for the three months ended June 30, 2023. Selling, general and administrative expense increased by $8.9 million, or 9.2%, to $105.2 million, or 19.9% of our revenue, for the nine months ended June 28, 2024, compared to $96.3 million, or 19.3% of our revenue, for the nine months ended June 30, 2023. Selling, general and administrative expense increased in the three months ended June 28, 2024 primarily due to an increase in employee-related costs, primarily driven by headcount from acquisitions and share-based compensation, partially offset by decreases in professional fees. Selling, general and administrative expense increased in the nine months ended June 28, 2024 primarily due to increases in employee-related costs, primarily driven by headcount from acquisitions, acquisition-related costs and share-based compensation, partially offset by lower intangible amortization.

Interest income. In the three months ended June 28, 2024, interest income was $5.8 million, compared to $6.0 million for the three months ended June 30, 2023. In the nine months ended June 28, 2024, interest income was $16.7 million, compared to $14.8 million for the nine months ended June 30, 2023. The decrease for the three months ended June 28, 2024 is primarily due to the decrease in our short-term investments. The increase for the nine months ended is primarily due to the general increase in interest rates on our short-term investments.

Interest expense. In the three months ended June 28, 2024, interest expense was $1.3 million, compared to $3.7 million for the three months ended June 30, 2023. In the nine months ended June 28, 2024, interest expense was $3.9 million, compared to $10.2 million for the nine months ended June 30, 2023. The decrease for the three and nine months ended June 28, 2024 is primarily due to the August 2023 payment of the total outstanding principal balance of the Term Loans.

Provision for income taxes. Our income tax expense and effective income tax rates for the periods indicated were (in thousands, except percentages):


	Three Months Ended				Nine Months Ended
	June 28, 2024		June 30, 2023		June 28, 2024		June 30, 2023
Income tax expense	4,309		7,768		11,567		29,039
Effective income tax rate	17.8	%	39.6	%	19.6	%	30.2	%

The primary driver for the rate reduction for the three and nine months ended June 28, 2024 as compared to the three and nine months ended June 30, 2023 is the tax benefit relating to a partial deduction attributable to the inclusion of GILTI income.

The difference between the U.S. federal statutory income tax rate of 21% and our effective income tax rate for the three and nine months ended June 28, 2024 was primarily driven by favorable stock based compensation and R&D tax credits, partially offset by GILTI. The difference between the U.S. federal statutory income tax rate of 21% and our effective income tax rate for the three and nine months ended June 30, 2023, was primarily driven by tax on GILTI, including the required capitalization of R&D expenses, non-deductible compensation and state income taxes partially offset by income taxed in foreign jurisdictions generally at lower tax rates, and R&D tax credits.

Our estimated annual effective tax rate for the year ending September 27, 2024 is expected to be approximately 20%, adjusted for discrete taxation matters arising during the interim periods.

For additional information refer to Note 14 - Income Taxes to our condensed consolidated financial statements in this Quarterly Report on Form 10-Q.

Liquidity and Capital Resources

The following table summarizes our cash flow activities (in thousands):


	Nine Months Ended
	June 28, 2024		June 30, 2023
Cash and cash equivalents, beginning of period	$	173,952	$	119,952
Net cash provided by operating activities	100,311		116,563
Net cash used in investing activities	(148,615)		(87,361)
Net cash used in financing activities	(8,434)		(27,795)
Foreign currency effect on cash	90		161
Cash and cash equivalents, end of period	$	117,304	$	121,520

Cash Flow from Operating Activities

Our cash flow from operating activities for the nine months ended June 28, 2024 of $100.3 million consisted of a net income of $47.4 million plus adjustments of $89.0 million, to reconcile our net income to cash provided by operating activities, less cash used in operating assets and liabilities of $36.1 million. Adjustments to reconcile our net income to cash provided by operating activities primarily included depreciation and intangible amortization expense of $49.4 million and share-based compensation expense of $34.1 million. In addition, cash used in operating assets and liabilities was $36.1 million for the nine months ended June 28, 2024, primarily driven by an increase in accounts receivables of $17.9 million, an increase in inventories of $25.1 million, a decrease of $6.1 million in accrued and other liabilities, partially offset by an increase of $14.7 million in accounts payable. The increase in inventory is primarily due to timing of certain program shipments and inventory builds to support future revenue. The increases in accounts receivable and accounts payable were primarily a result of the integration of the RF Business during the nine months ended June 28, 2024.

Our cash flow from operating activities for the nine months ended June 30, 2023 of $116.6 million consisted of net income of $67.1 million plus adjustments of $89.3 million, to reconcile our net income to cash provided by operating activities less cash used in operating assets and liabilities of $39.9 million. Adjustments to reconcile our net income to cash provided by operating activities primarily included depreciation and intangible amortization expense of $38.4 million, share-based compensation expense of $28.8 million and deferred income tax expense of $27.4 million. In addition, cash used in operating assets and liabilities was $39.9 million for the nine months ended June 30, 2023, primarily driven by an increase in inventories of $12.2 million and a decrease of $16.6 million in accrued and other liabilities.

Cash Flow from Investing Activities

Our cash flow used in investing activities for the nine months ended June 28, 2024 of $148.6 million consisted primarily of cash paid for acquisitions, net of cash acquired of $72.6 million for acquisitions, capital expenditures of $17.3 million and purchases of $330.7 million of short-term investments, offset by proceeds of $274.1 million for the sale and maturity of short-term investments. For additional information on the consideration paid for our acquisitions, see Note 3 - Acquisitions to our condensed consolidated financial statements in this Quarterly Report on Form 10-Q.

Our cash flow used in investing activities for the nine months ended June 30, 2023 of $87.4 million consisted primarily of $87.7 million for acquisitions, net of cash acquired, capital expenditures of $18.9 million and purchases of $352.9 million of short-term investments, offset by proceeds of $364.1 million for the sale and maturity of short-term investments and proceeds from the sale of equipment of $8.0 million. For additional information on the cash paid for our acquisitions, see Note 3 - Acquisitions to our condensed consolidated financial statements in this Quarterly Report on Form 10-Q.

Cash Flow from Financing Activities

During the nine months ended June 28, 2024, our cash used in financing activities of $8.4 million was primarily related to $13.9 million of common stock withheld associated with employee taxes on vested equity awards, partially offset by $6.5 million of proceeds from stock option exercises and employee stock purchases.

During the nine months ended June 30, 2023, our cash used in financing activities of $27.8 million was primarily related to $32.5 million of common stock withheld associated with employee taxes on vested equity awards, partially offset by $5.6 million of proceeds from employee stock purchases.

Liquidity

As of June 28, 2024, we held $117.3 million of cash and cash equivalents, primarily deposited with financial institutions, as well as $404.2 million of liquid short-term investments. The undistributed earnings of certain foreign subsidiaries are considered indefinitely reinvested for the periods presented 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 June 28, 2024, cash held by our indefinitely reinvested foreign subsidiaries was $6.4 million, which, along with cash generated from foreign operations, is expected to be used in the support of international growth and working capital requirements as well as the repayment of certain intercompany loans.

Holders of the 2026 Convertible Notes may convert their notes at their option at any time prior to the close of business on the business day immediately preceding December 15, 2025 in multiples of $1,000 principal amount, if the last reported sale price of our common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding fiscal quarter is greater than or equal to $106.76 for the notes on each applicable trading day. We made an irrevocable election to pay cash for the principal amount of notes to be converted. The aggregate principal balance of the 2026 Convertible Notes is $450.0 million.

We plan to use our remaining available cash and cash equivalents and short-term investments for general corporate purposes, including working capital, payment on the 2026 Convertible Notes, or for the acquisition of or investment in complementary technologies, design teams, products and businesses. We believe that our cash and cash equivalents, short-term investments and cash generated from operations will be sufficient to meet our working capital requirements for at least the next twelve 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 to do so on favorable terms or at all.

As of June 28, 2024, we had no off-balance sheet arrangements.

For additional information related to our Liquidity and Capital Resources, see Note 9 - Debt to our condensed consolidated financial statements in this Quarterly Report on Form 10-Q.

Recent Accounting Pronouncements

See Note 1 - Basis of Presentation and Summary of Significant Accounting Policies to our condensed consolidated financial statements in this Quarterly Report on Form 10-Q for information about recent accounting pronouncements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET 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.

Interest rate risk. The primary objectives of our investment activity are to preserve principal, provide liquidity and invest excess cash for an average rate of return. To minimize market risk, we maintain our portfolio in cash and diversified investments, which may consist of corporate bonds, bank deposits, money market funds, commercial paper and U.S. Treasuries

and agency bonds. 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.

On August 2, 2023, we paid the total outstanding principal balance on our Term Loans. The interest rates on our 2026 Convertible Notes are fixed and therefore not subject to interest rate risk. For additional information regarding our Term Loans and Convertible Notes, refer to Note 9 - Debt.

Foreign currency 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 continues to be in U.S. dollars with the remaining operations being local currency. Changes in the value of the U.S. dollar relative to other currencies could make our products more expensive, which could negatively impact demand in certain regions, reduce or delay customer orders, or otherwise negatively affect how customers 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 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this Quarterly Report on Form 10-Q, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) were effective as of June 28, 2024.

Changes in Internal Control over Financial Reporting

There were no changes to our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that occurred during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on Controls

Our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving the desired control objectives. Our management recognizes that any control system, no matter how well designed and operated, is based upon certain judgments and assumptions and cannot provide absolute assurance that its objectives will be met. Similarly, an evaluation of controls cannot provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been detected.

PART II—OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

See Note 12 - Commitments and Contingencies to our condensed consolidated financial statements in this Quarterly Report on Form 10-Q for information about our legal proceedings.

ITEM 1A. RISK FACTORS

Our business involves a high degree of risk. In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our 2023 Annual Report on Form 10-K, which could materially affect our business, financial condition or future results. As of the date of this Quarterly Report on Form 10-Q, there have been no material changes in any of the risk factors described in our 2023 Annual Report on Form 10-K except as discussed in Part II, “Item 1A. Risk Factors” in our Quarterly Report on Form 10-Q for the fiscal quarter ended March 29, 2024, as filed with the SEC on May 2, 2024.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Issuer Purchases of Equity Securities

The following table presents information with respect to purchases of common stock we made during the fiscal quarter ended June 28, 2024.


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
March 30, 2024-April 26, 2024	5,611	$	96.40	—	—
April 27, 2024-May 24, 2024	6,162	101.90		—	—
May 25, 2024-June 28, 2024	1,777	104.50		—	—
Total	13,550	$	99.96	—	—

(1) We employ “withhold to cover” as a tax payment method for vesting of restricted stock awards for our employees, pursuant to which, we withheld from 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 5. OTHER INFORMATION

The following table describes actions by our directors and Section 16 officers with respect to plans intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) during the three months ended June 28, 2024. None of our directors or Section 16 officers terminated a Rule 10b5-1 trading arrangement or took actions with respect to a “non-Rule 10b5-1 trading arrangement,” as such term is defined in Item 408(c) of Regulation S-K, during the three months ended June 28, 2024.

Name and Title

Action

Date

Expiration of Plan (1)

Potential Number of Shares to be Sold (2)

Stephen Daly

President and Chief Executive Officer

Adoption

May 31, 2024

May 31, 2025

Sale of up to 100,000 shares

Robert Dennehy

Senior Vice President, Operations

Adoption

May 22, 2024

December 31, 2025

Sale of up to 24,411 shares

Ambra Roth

Senior Vice President, General Counsel and Secretary

Adoption

May 31, 2024

August 31, 2025

Sale of up to 18,738 shares

(1) Date of plan termination or such earlier date upon which all transactions are completed or expire without execution.

(2) Represents the gross number of shares subject to the Rule 10b5-1 plan, excluding the potential effect of shares withheld for taxes. Amounts may include shares to be earned as PRSUs and are presented at their target amounts. The actual number of PRSUs earned following the end of the applicable performance period, if any, will depend on the relative attainment of the applicable performance metrics.

ITEM 6. EXHIBITS


Exhibit Number			Description
3.1			Fifth Amended and Restated Certificate of Incorporation, as amended by the Certificate of Amendment dated March 2, 2023 and as further amended by the Certificate of Amendment dated March 11, 2024 (incorporated by reference to Exhibit 3.1 to our Quarterly Report on Form 10Q filed on May 2, 2024).
3.2			Fourth Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed on January 6, 2023).
31.1			Certification of Principal Executive Officer Required Under Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended.
31.2			Certification of Principal Financial Officer Required Under Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended.
32.1			Certification of Principal Executive Officer and Principal Financial Officer Required Under Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. §1350.
101			The following material from the Quarterly Report on Form 10-Q of MACOM Technology Solutions Holdings, Inc. for the fiscal quarter ended June 28, 2024, formatted in Inline XBRL: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of Stockholders’ Equity, (v) Consolidated Statements of Cash Flows, (vi) Notes to Consolidated Financial Statements and (vii) document and entity information, tagged as blocks of text and including detailed tags.
104			The cover page for the Quarterly Report on Form 10-Q of MACOM Technology Solutions Holdings, Inc. for the fiscal quarter ended June 28, 2024, formatted in Inline XBRL and included as Exhibit 101.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Quarterly Report on Form 10-Q to be signed on its behalf by the undersigned thereunto duly authorized.


	MACOM TECHNOLOGY SOLUTIONS HOLDINGS, INC.

Dated: August 1, 2024	By:	/s/ Stephen G. Daly
		Stephen G. Daly
		President and Chief Executive Officer (Principal Executive Officer)

Dated: August 1, 2024	By:	/s/ John F. Kober
		John F. Kober
		Senior Vice President and Chief Financial Officer (Principal Accounting and Principal Financial Officer)

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Date	Price Target	Rating	Analyst
4/16/2024	$120.00	Outperform	Evercore ISI
1/4/2024	$85.00	Overweight → Neutral	Piper Sandler
12/15/2023	$90.00 → $105.00	Neutral → Buy	BofA Securities
9/6/2023	$85.00 → $110.00	Hold → Buy	Craig Hallum
8/28/2023	$92.00	Hold → Buy	The Benchmark Company
7/18/2023	$72.00	Buy → Neutral	BofA Securities
5/5/2023	$75.00 → $65.00	Outperform	TD Cowen
2/28/2023	$65.00	Neutral	Exane BNP Paribas

SEC Form 10-Q filed by MACOM Technology Solutions Holdings Inc.

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