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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
 
(Mark One)
☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 28, 2024
or
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from            to            
Commission File Number: 001-35451
MACOM Technology Solutions Holdings, Inc.
(Exact name of registrant as specified in its charter) 
Delaware 27-0306875
(State or other jurisdiction of
incorporation or organization)		 (I.R.S. Employer
Identification No.)
100 Chelmsford Street
Lowell, MA 01851
(Address of principal executive offices and zip code)
(978) 656-2500
(Registrant’s telephone number, including area code)
 
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of exchange on which registered
Common Stock, par value $0.001 per shareMTSINasdaq Global Select Market
Indicate by check mark whether the registrant (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


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 investments404,196 340,574 
Accounts receivable, net 106,776 91,253 
Inventories190,715 136,300 
Prepaid and other current assets24,621 19,114 
Total current assets843,612 761,193 
Property and equipment, net178,975 149,496 
Goodwill330,340 323,398 
Intangible assets, net85,525 66,994 
Deferred income taxes211,507 218,107 
Other long-term assets55,253 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 payable40,288 24,966 
Accrued liabilities61,993 57,397 
Total current liabilities103,089 83,525 
Finance lease obligations, less current portion31,270 31,776 
Financing obligation9,092 9,307 
Long-term debt447,994 447,134 
Other long-term liabilities32,716 33,902 
Total liabilities624,161 605,644 
Commitments and contingencies (see Note 12)
Stockholders’ equity:
Common stock72 71 
Treasury stock, at cost(330)(330)
Accumulated other comprehensive loss(2,082)(3,635)
Additional paid-in capital1,298,655 1,214,203 
Accumulated deficit(215,264)(262,709)
Total stockholders’ equity1,081,051 947,600 
Total liabilities and stockholders’ equity$1,705,212 $1,553,244 
See notes to condensed consolidated financial statements.
1


MACOM TECHNOLOGY SOLUTIONS HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited, in thousands, except per share data)

 
 Three Months EndedNine 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 revenue89,077 62,396 244,937 198,861 
Gross profit101,409 86,126 283,931 299,171 
Operating expenses:
Research and development47,531 36,668 132,566 111,037 
Selling, general and administrative34,162 32,152 105,233 96,341 
Total operating expenses81,693 68,820 237,799 207,378 
Income from operations19,716 17,306 46,132 91,793 
Other income (expense):
Interest income5,820 6,001 16,742 14,750 
Interest expense(1,288)(3,657)(3,862)(10,170)
Other expense, net— (29)— (207)
Total other income4,532 2,315 12,880 4,373 
Income before income taxes24,248 19,621 59,012 96,166 
Income tax expense4,309 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:
Basic72,143 70,937 71,881 70,739 
Diluted74,217 71,408 73,258 71,395 
See notes to condensed consolidated financial statements.

2

MACOM TECHNOLOGY SOLUTIONS HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited, in thousands)
 
 Three Months EndedNine 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.
3

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 StockTreasury Stock
 SharesAmountSharesAmount
Balance as of March 29, 202472,120 $72 (23)$(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, 202472,208 $72 (23)$(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 StockTreasury Stock
 SharesAmountSharesAmount
Balance as of September 29, 202371,013 $71 (23)$(330)$(3,635)$1,214,203 $(262,709)$947,600 
Stock option exercises5 — — — — 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 acquisition712 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, 202472,208 $72 (23)$(330)$(2,082)$1,298,655 $(215,264)$1,081,051 
See notes to condensed consolidated financial statements.











4

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 StockTreasury Stock
 SharesAmountSharesAmount
Balance as of March 31, 202370,897 $71 (23)$(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, 202371,011 $71 (23)$(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 StockTreasury Stock
 SharesAmountSharesAmount
Balance as of September 30, 202270,022 $70 (23)$(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, 202371,011 $71 (23)$(330)$(2,883)$1,205,009 $(287,159)$914,708 
See notes to condensed consolidated financial statements.
5

MACOM TECHNOLOGY SOLUTIONS HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited, in thousands)
 Nine Months Ended
 June 28, 2024June 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 amortization49,419 38,415 
Share-based compensation34,092 28,769 
Deferred income taxes6,655 27,431 
Amortization on marketable securities, net(5,731)(8,627)
Other adjustments, net4,524 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 payable14,732 (4,135)
Accrued and other liabilities(6,072)(16,607)
Income taxes(796)(1,637)
Net cash provided by operating activities100,311 116,563 
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 investments274,112 364,116 
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 purchases6,505 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 cash90 161 
NET CHANGE IN CASH AND CASH EQUIVALENTS(56,648)1,568 
CASH AND CASH EQUIVALENTS — Beginning of period173,952 119,952 
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.
6

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.
7

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 EndedNine Months Ended
June 28, 2024June 30, 2023June 28, 2024June 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 
Telecom50,575 38,333 128,414 153,670 
Total $190,486 $148,522 $528,868 $498,032 
Three Months EndedNine Months Ended
June 28, 2024June 30, 2023June 28, 2024June 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.
8

The following table presents the changes in contract liabilities during the nine months ended June 28, 2024 (in thousands, except percentage):
June 28, 2024September 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 AdjustmentsAt 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 closing711,528 
Fair value of shares issued$81.14 
Equity purchase consideration60,772 (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):
9

At Acquisition Date as Reported
December 29, 2023		Measurement Period AdjustmentsAt Acquisition Date as Reported June 28, 2024
Current assets$160 $(121)$39 
Inventory23,574 8,402 31,976 
Property and equipment35,415 — 35,415 
Intangible assets60,000 (18,000)42,000 
Prepayment for net assets associated with the RTP Fab Transfer19,450 (3,200)16,250 
Other non-current assets6,735 (916)5,819 
Goodwill— 9,107 9,107 
Total assets acquired145,334 (4,728)140,606 
Current liabilities6,474 409 6,883 
Long-term liabilities3,088 100 3,188 
Total liabilities assumed9,562 509 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):
10

Three Months EndedNine Months Ended
June 28, 2024June 30, 2023June 28, 2024June 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 
Inventory3,790 
Property and equipment30,538 
Intangible assets5,966 
Total assets acquired40,591 
Current liabilities3,734 
Total liabilities assumed3,734 
Purchase Price$36,857 
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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 AdjustmentsAt Acquisition Date as Reported
March 29, 2024
Current assets$2,819 $(100)$2,719 
Inventory8,907 1,407 10,314 
Property and equipment5,485 — 5,485 
Intangible assets29,600 — 29,600 
Goodwill12,332 (1,494)10,838 
Total assets acquired59,143 (187)58,956 
Current liabilities7,544 — 7,544 
Total liabilities assumed7,544 — 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.
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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 bonds265,377 29 (1,587)263,819 
Commercial paper72,951 — (84)72,867 
U.S. Treasuries and agency bonds56,561 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 paper176,405 — (129)176,276 
U.S. Treasuries and agency bonds21,895 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, 2024September 29, 2023
Less than one year$262,355 $265,591 
Over one year141,841 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.
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Assets and liabilities measured at fair value on a recurring basis consist of the following (in thousands):
June 28, 2024
Fair ValueActive 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 funds54,675 54,675 — — 
Certificates of deposit10,979 10,979 — — 
Corporate bonds263,819 — 263,819 — 
Commercial paper72,867 — 72,867 — 
Total assets measured at fair value$458,871 $117,190 $341,681 $— 
September 29, 2023
Fair ValueActive Markets for Identical Assets (Level 1)Observable Inputs (Level 2)Unobservable Inputs (Level 3)
Assets
Money market funds$111,388 $111,388 $— $— 
U.S. Treasuries21,910 21,910 — — 
Commercial paper176,276 — 176,276 — 
Corporate bonds142,388 — 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-process15,375 14,280 
Finished goods58,056 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 equipment280,196 238,037 
Leasehold improvements38,723 35,342 
Furniture and fixtures2,966 2,888 
Computer equipment19,962 18,824 
Finance lease assets64,523 64,126 
Total property and equipment421,010 369,473 
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
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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 EndedNine 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 development1,340 — 3,426 — 
Selling, general and administrative4,337 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 AmountAccumulated AmortizationNet Carrying Amount
Acquired technology$212,448 $(184,705)$27,743 
Customer relationships274,138 (238,884)35,254 
Favorable contract14,500 (5,334)9,166 
Software licenses11,950 (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 AmountAccumulated AmortizationNet Carrying Amount
Acquired technology$191,369 $(179,558)$11,811 
Customer relationships267,621 (225,827)41,794 
Software licenses8,350 — 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 Remaining2025202620272028ThereafterTotal
Amortization expense$9,997 25,663 14,551 11,455 7,983 12,476 $82,125 
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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, 2024September 29, 2023
Principal BalanceEffective Interest RatePrincipal BalanceEffective 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
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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 
2025982 
20261,007 
20271,031 
20281,057 
Thereafter10,857 
Total payments$15,176 
Less: interest5,805 
Present value of liabilities$9,371 
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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 EndedNine Months Ended
June 28, 2024June 30, 2023June 28, 2024June 30, 2023
Numerator:
Net income attributable to common stockholders$19,939 $11,853 $47,445 $67,127 
Denominator:
Weighted average common shares outstanding-basic72,143 70,937 71,881 70,739 
Dilutive effect of stock options, restricted stock awards and restricted stock units1,008 471 889 656 
Dilutive effect of convertible debt (1)
1,066 — 488 — 
Weighted average common shares outstanding-diluted74,217 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
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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 EndedNine 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 development5,446 3,281 13,173 11,255 
Selling, general and administrative6,377 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, 20231,501 $60.90 
Granted763 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, 20241,660 $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:
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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 rate4.6%
Years to maturity2.9
Expected volatility rate41.7%
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 EndedNine 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 rate17.8 %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.
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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 
France32,401 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 EndedNine Months Ended
RevenueJune 28,
2024		June 30,
2023		June 28,
2024		June 30,
2023
Customer A14 %— 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.
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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
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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
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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 EndedNine 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 profit101,409 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 expenses81,693 68,820 237,799 207,378 
Income from operations19,716 17,306 46,132 91,793 
Other income (expense):
Interest income5,820 6,001 16,742 14,750 
Interest expense(1,288)(3,657)(3,862)(10,170)
Other expense, net— (29)— (207)
Total other income4,532 2,315 12,880 4,373 
Income before income taxes24,248 19,621 59,012 96,166 
Income tax expense4,309 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 EndedNine 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 development1,340 — 3,426 — 
Selling, general and administrative4,337 5,976 13,257 17,644 
(b) Share-based compensation expense:
Cost of revenue$1,522 $1,078 $4,392 $3,239 
Research and development5,446 3,281 13,173 11,255 
Selling, general and administrative6,377 3,903 16,527 14,275 
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(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 EndedNine Months Ended
 June 28,
2024		June 30,
2023		June 28,
2024		June 30,
2023
Revenue100.0 %100.0 %100.0 %100.0 %
Cost of revenue46.8 42.0 46.3 39.9 
Gross profit53.2 58.0 53.7 60.1 
Operating expenses:
Research and development25.0 24.7 25.1 22.3 
Selling, general and administrative17.9 21.6 19.9 19.3 
Total operating expenses42.9 46.3 45.0 41.6 
Income from operations10.3 11.7 8.7 18.4 
Other income (expense):
Interest income3.1 4.0 3.1 3.0 
Interest expense(0.7)(2.4)(0.7)(2.1)
Other expense, net— — — — 
Total other income2.4 1.6 2.4 0.9 
Income before income taxes12.7 13.2 11.1 19.3 
Income tax expense2.2 5.2 2.1 5.8 
Net income10.5 %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$83,5498.8 %$258,792$237,9118.8 %
Data Center49,00326,64083.9 %141,662106,45133.1 %
Telecom50,57538,33331.9 %128,414153,670(16.4)%
Total$190,486$148,52228.3 %$528,868$498,0326.2 %
Industrial & Defense47.7 %56.3 %48.9 %47.8 %
Data Center25.7 %17.9 %26.8 %21.3 %
Telecom26.6 %25.8 %24.3 %30.9 %
Total100.0 %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.
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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):
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Three Months EndedNine Months Ended
June 28,
2024		June 30,
2023		June 28,
2024		June 30,
2023
Income tax expense4,309 7,768 11,567 29,039 
Effective income tax rate17.8 %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, 2024June 30, 2023
Cash and cash equivalents, beginning of period$173,952 $119,952 
Net cash provided by operating activities100,311 116,563 
Net cash used in investing activities(148,615)(87,361)
Net cash used in financing activities(8,434)(27,795)
Foreign currency effect on cash90 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.
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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
28

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.
29

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 ProgramsMaximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs
March 30, 2024-April 26, 20245,611 $96.40 — — 
April 27, 2024-May 24, 20246,162 101.90 — — 
May 25, 2024-June 28, 20241,777 104.50 — — 
Total13,550 $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 TitleAction DateExpiration of Plan (1)Potential Number of Shares to be Sold (2)
Stephen Daly
President and Chief Executive Officer
AdoptionMay 31, 2024May 31, 2025
Sale of up to 100,000 shares
Robert Dennehy
Senior Vice President, Operations
AdoptionMay 22, 2024December 31, 2025
Sale of up to 24,411 shares
Ambra Roth
Senior Vice President, General Counsel and Secretary
AdoptionMay 31, 2024August 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.
30

ITEM 6. EXHIBITS
Exhibit
Number
Description
3.1
3.2
31.1
31.2
32.1
101The 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.
104The 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.


31

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


Exhibit 31.1
CERTIFICATION OF THE PRESIDENT AND CEO PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Stephen G. Daly, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of MACOM Technology Solutions Holdings, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a–15(e) and 15d–15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date:
August 1, 2024
/s/ Stephen G. Daly
Stephen G. Daly
President and Chief Executive Officer
(Principal Executive Officer)


Exhibit 31.2
CERTIFICATION OF THE CFO PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, John F. Kober, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of MACOM Technology Solutions Holdings, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a–15(e) and 15d–15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date:
August 1, 2024
/s/ John F. Kober
John F. Kober
SVP and Chief Financial Officer
(Principal Financial Officer)


Exhibit 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

    In connection with the Quarterly Report of MACOM Technology Solutions Holdings, Inc. (the “Company”) on Form 10-Q for the quarter ended June 28, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Stephen G. Daly, as President and Chief Executive Officer of the Company, and John F. Kober, as SVP and Chief Financial Officer of the Company, each hereby certifies, pursuant to and solely for the purpose of 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company for the period covered by the Report.
Date:August 1, 2024
By:/s/ Stephen G. Daly
Stephen G. Daly
President and Chief Executive Officer
(Principal Executive Officer)
By:/s/ John F. Kober
John F. Kober
SVP and Chief Financial Officer
(Principal Financial Officer)

v3.24.2.u1
Cover Page - shares
 9 Months Ended
Jun. 28, 2024
Jul. 29, 2024
Cover [Abstract]    
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Jun. 28, 2024  
Document Transition Report false  
Entity File Number 001-35451  
Entity Registrant Name MACOM Technology Solutions Holdings, Inc.  
Entity Incorporation, State or Country Code DE  
Entity Tax Identification Number 27-0306875  
Entity Address, Address Line One 100 Chelmsford Street  
Entity Address, City or Town Lowell  
Entity Address, State or Province MA  
Entity Address, Postal Zip Code 01851  
City Area Code 978  
Local Phone Number 656-2500  
Title of 12(b) Security Common Stock, par value $0.001 per share  
Trading Symbol MTSI  
Security Exchange Name NASDAQ  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Large Accelerated Filer  
Entity Small Business false  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   72,191,208
Entity Central Index Key 0001493594  
Amendment Flag false  
Current Fiscal Year End Date --09-27  
Document Fiscal Period Focus Q3  
Document Fiscal Year Focus 2024  
v3.24.2.u1
Condensed Consolidated Balance Sheets (Unaudited) - USD ($)
$ in Thousands
Jun. 28, 2024
Sep. 29, 2023
Assets, Current [Abstract]    
Cash and cash equivalents $ 117,304 $ 173,952
Short-term investments 404,196 340,574
Accounts Receivable, after Allowance for Credit Loss, Current 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
Current liabilities:    
Finance lease liabilities 808 1,162
Accounts payable 40,288 24,966
Accrued liabilities 61,993 57,397
Total current liabilities 103,089 83,525
Finance lease liabilities 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
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
v3.24.2.u1
Condensed Consolidated Statements of Operations (Unaudited) - USD ($)
shares in Thousands, $ in Thousands
 3 Months Ended 9 Months Ended
Jun. 28, 2024
Jun. 30, 2023
Jun. 28, 2024
Jun. 30, 2023
Income Statement [Abstract]        
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 0 (29) 0 (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 (loss) per share - Basic (usd per share) $ 0.28 $ 0.17 $ 0.66 $ 0.95
Income (loss) per share - Diluted (usd per share) $ 0.27 $ 0.17 $ 0.65 $ 0.94
Weighted average shares used:        
Basic (in shares) 72,143 70,937 71,881 70,739
Diluted (in shares) 74,217 71,408 73,258 71,395
v3.24.2.u1
Condensed Consolidated Statements of Comprehensive (Loss) Income (Unaudited) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Jun. 28, 2024
Jun. 30, 2023
Jun. 28, 2024
Jun. 30, 2023
Statement of Comprehensive Income [Abstract]        
Net income $ 19,939 $ 11,853 $ 47,445 $ 67,127
OCI, Debt Securities, Available-for-Sale, Unrealized Holding Gain (Loss), before Adjustment and 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
v3.24.2.u1
Condensed Consolidated Statement of Stockholders' Equity (Unaudited) - USD ($)
shares in Thousands, $ in Thousands
Total
Common Stock
Treasury Stock
Accumulated Other Comprehensive Income
Additional Paid-in Capital
Accumulated Deficit
Increase (Decrease) in Stockholders' Equity [Roll Forward]            
Balance at the beginning of the period, treasury stock (in shares)     23      
Balance at beginning of period, (in shares) at Sep. 30, 2022   70,022        
Balance at beginning of period at Sep. 30, 2022 $ 842,748 $ 70 $ (330) $ (5,851) $ 1,203,145 $ (354,286)
Increase (Decrease) in Stockholders' Equity [Roll Forward]            
Vesting of restricted common stock and units (in shares)   1,404        
Vesting of restricted common stock and units 1 $ 1        
Issuance of common stock pursuant to employee stock purchase plan (in shares)   121        
Issuance of common stock pursuant to employee stock purchase plan 5,574       5,574  
Shares repurchased for stock withholdings on restricted stock awards (in shares)   (536)        
Shares withheld for taxes on equity awards (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 at end of period, (in shares) at Jun. 30, 2023   71,011        
Balance at end of period at Jun. 30, 2023 914,708 $ 71 $ (330) (2,883) 1,205,009 (287,159)
Balance at end of period, treasury stock (in shares) at Jun. 30, 2023     (23)      
Increase (Decrease) in Stockholders' Equity [Roll Forward]            
Balance at the beginning of the period, treasury stock (in shares)     23      
Balance at beginning of period, (in shares) at Mar. 31, 2023   70,897        
Balance at beginning of period at Mar. 31, 2023 894,015 $ 71 $ (330) (1,433) 1,194,719 (299,012)
Increase (Decrease) in Stockholders' Equity [Roll Forward]            
Vesting of restricted common stock and units (in shares)   66        
Issuance of common stock pursuant to employee stock purchase plan (in shares)   69        
Issuance of common stock pursuant to employee stock purchase plan 3,254       3,254  
Shares repurchased for stock withholdings on restricted stock awards (in shares)   (21)        
Shares withheld for taxes on equity awards (1,226)       (1,226)  
Share-based compensation 8,262       8,262  
Other comprehensive income, net of tax (1,450)     (1,450)    
Net income 11,853         11,853
Balance at end of period, (in shares) at Jun. 30, 2023   71,011        
Balance at end of period at Jun. 30, 2023 914,708 $ 71 $ (330) (2,883) 1,205,009 (287,159)
Balance at end of period, treasury stock (in shares) at Jun. 30, 2023     (23)      
Increase (Decrease) in Stockholders' Equity [Roll Forward]            
Balance at the beginning of the period, treasury stock (in shares)     23      
Balance at the beginning of the period, treasury stock (in shares)     23      
Balance at beginning of period, (in shares) at Sep. 29, 2023   71,013        
Balance at beginning of period at Sep. 29, 2023 947,600 $ 71 $ (330) (3,635) 1,214,203 (262,709)
Increase (Decrease) in Stockholders' Equity [Roll Forward]            
Stock option exercises (in shares)   5        
Stock option exercises 80       80  
Vesting of restricted common stock and units (in shares)   547        
Issuance of common stock pursuant to employee stock purchase plan (in shares)   116        
Issuance of common stock pursuant to employee stock purchase plan 6,425       6,425  
Shares repurchased for stock withholdings on restricted stock awards (in shares)   (185)        
Shares withheld for taxes on equity awards (13,877)       (13,877)  
Share-based compensation 34,092       34,092  
Issuance of common stock as consideration for acquisition (in shares)   712        
Issuance of common stock as consideration for acquisition 57,733 $ 1     57,732  
Other comprehensive income, net of tax 1,553     1,553    
Net income 47,445         47,445
Balance at end of period, (in shares) at Jun. 28, 2024   72,208        
Balance at end of period at Jun. 28, 2024 1,081,051 $ 72 $ (330) (2,082) 1,298,655 (215,264)
Balance at end of period, treasury stock (in shares) at Jun. 28, 2024     (23)      
Increase (Decrease) in Stockholders' Equity [Roll Forward]            
Balance at the beginning of the period, treasury stock (in shares)     23      
Balance at beginning of period, (in shares) at Mar. 29, 2024   72,120        
Balance at beginning of period at Mar. 29, 2024 1,045,613 $ 72 $ (330) (1,935) 1,283,009 (235,203)
Increase (Decrease) in Stockholders' Equity [Roll Forward]            
Vesting of restricted common stock and units (in shares)   45        
Issuance of common stock pursuant to employee stock purchase plan (in shares)   57        
Issuance of common stock pursuant to employee stock purchase plan 3,656       3,656  
Shares repurchased for stock withholdings on restricted stock awards (in shares)   (14)        
Shares withheld for taxes on equity awards (1,355)       (1,355)  
Share-based compensation 13,345       13,345  
Other comprehensive income, net of tax (147)     (147)    
Net income 19,939         19,939
Balance at end of period, (in shares) at Jun. 28, 2024   72,208        
Balance at end of period at Jun. 28, 2024 $ 1,081,051 $ 72 $ (330) $ (2,082) $ 1,298,655 $ (215,264)
Balance at end of period, treasury stock (in shares) at Jun. 28, 2024     (23)      
Increase (Decrease) in Stockholders' Equity [Roll Forward]            
Balance at the beginning of the period, treasury stock (in shares)     23      
v3.24.2.u1
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)
$ in Thousands
 9 Months Ended
Jun. 28, 2024
Jun. 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) 0
Proceeds from sale of property and equipment 0 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
Issuance of common stock in connection with the RF Business Acquisition (See Note 3 - Acquisitions) $ 57,733 $ 0
v3.24.2.u1
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 9 Months Ended
Jun. 28, 2024
Accounting Policies [Abstract]  
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 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.
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REVENUE
 9 Months Ended
Jun. 28, 2024
Revenue [Abstract]  
REVENUE 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 EndedNine Months Ended
June 28, 2024June 30, 2023June 28, 2024June 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 
Telecom50,575 38,333 128,414 153,670 
Total $190,486 $148,522 $528,868 $498,032 
Three Months EndedNine Months Ended
June 28, 2024June 30, 2023June 28, 2024June 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 $498,032 
(1)Asia Pacific primarily represents Australia, India, Japan, Singapore, South Korea, Taiwan and Thailand.
(2)No country or region represented greater than 10% of our total revenue as of the dates presented, other than the United States, China and Asia Pacific region as presented above.
Revenue by geographic region is aggregated by customer billing address.
Contract Balances
We record contract assets or contract liabilities depending on the timing of revenue recognition, billings and cash collections on a contract-by-contract basis. Our contract liabilities primarily relate to deferred revenue, including advanced consideration received from customers for contracts prior to the transfer of control to the customer, and, therefore, revenue is subsequently recognized upon delivery of products and services.
The following table presents the changes in contract liabilities during the nine months ended June 28, 2024 (in thousands, except percentage):
June 28, 2024September 29, 2023$ 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.
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ACQUISITIONS
 9 Months Ended
Jun. 28, 2024
Business Combination and Asset Acquisition [Abstract]  
ACQUISITIONS 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 AdjustmentsAt 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 closing711,528 
Fair value of shares issued$81.14 
Equity purchase consideration60,772 (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 AdjustmentsAt Acquisition Date as Reported June 28, 2024
Current assets$160 $(121)$39 
Inventory23,574 8,402 31,976 
Property and equipment35,415 — 35,415 
Intangible assets60,000 (18,000)42,000 
Prepayment for net assets associated with the RTP Fab Transfer19,450 (3,200)16,250 
Other non-current assets6,735 (916)5,819 
Goodwill— 9,107 9,107 
Total assets acquired145,334 (4,728)140,606 
Current liabilities6,474 409 6,883 
Long-term liabilities3,088 100 3,188 
Total liabilities assumed9,562 509 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 EndedNine Months Ended
June 28, 2024June 30, 2023June 28, 2024June 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 
Inventory3,790 
Property and equipment30,538 
Intangible assets5,966 
Total assets acquired40,591 
Current liabilities3,734 
Total liabilities assumed3,734 
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 AdjustmentsAt Acquisition Date as Reported
March 29, 2024
Current assets$2,819 $(100)$2,719 
Inventory8,907 1,407 10,314 
Property and equipment5,485 — 5,485 
Intangible assets29,600 — 29,600 
Goodwill12,332 (1,494)10,838 
Total assets acquired59,143 (187)58,956 
Current liabilities7,544 — 7,544 
Total liabilities assumed7,544 — 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.
v3.24.2.u1
Investments
 9 Months Ended
Jun. 28, 2024
Investments, Debt and Equity Securities [Abstract]  
INVESTMENTS 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 bonds265,377 29 (1,587)263,819 
Commercial paper72,951 — (84)72,867 
U.S. Treasuries and agency bonds56,561 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 paper176,405 — (129)176,276 
U.S. Treasuries and agency bonds21,895 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, 2024September 29, 2023
Less than one year$262,355 $265,591 
Over one year141,841 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.
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FAIR VALUE
 9 Months Ended
Jun. 28, 2024
Fair Value Disclosures [Abstract]  
FAIR VALUE 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 ValueActive 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 funds54,675 54,675 — — 
Certificates of deposit10,979 10,979 — — 
Corporate bonds263,819 — 263,819 — 
Commercial paper72,867 — 72,867 — 
Total assets measured at fair value$458,871 $117,190 $341,681 $— 
September 29, 2023
Fair ValueActive Markets for Identical Assets (Level 1)Observable Inputs (Level 2)Unobservable Inputs (Level 3)
Assets
Money market funds$111,388 $111,388 $— $— 
U.S. Treasuries21,910 21,910 — — 
Commercial paper176,276 — 176,276 — 
Corporate bonds142,388 — 142,388 — 
Total assets measured at fair value$451,962 $133,298 $318,664 $— 
v3.24.2.u1
INVENTORIES
 9 Months Ended
Jun. 28, 2024
Inventory Disclosure [Abstract]  
INVENTORIES INVENTORIES
Inventories consist of the following (in thousands):
June 28,
2024		September 29,
2023
Raw materials$117,284 $82,589 
Work-in-process15,375 14,280 
Finished goods58,056 39,431 
Total inventory, net$190,715 $136,300 
v3.24.2.u1
PROPERTY AND EQUIPMENT
 9 Months Ended
Jun. 28, 2024
Property, Plant and Equipment [Abstract]  
PROPERTY AND EQUIPMENT 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 equipment280,196 238,037 
Leasehold improvements38,723 35,342 
Furniture and fixtures2,966 2,888 
Computer equipment19,962 18,824 
Finance lease assets64,523 64,126 
Total property and equipment421,010 369,473 
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.
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INTANGIBLE ASSETS
 9 Months Ended
Jun. 28, 2024
Goodwill and Intangible Assets Disclosure [Abstract]  
INTANGIBLE ASSETS INTANGIBLE ASSETS
Amortization expense related to intangible assets is as follows (in thousands):
 Three Months EndedNine 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 development1,340 — 3,426 — 
Selling, general and administrative4,337 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 AmountAccumulated AmortizationNet Carrying Amount
Acquired technology$212,448 $(184,705)$27,743 
Customer relationships274,138 (238,884)35,254 
Favorable contract14,500 (5,334)9,166 
Software licenses11,950 (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 AmountAccumulated AmortizationNet Carrying Amount
Acquired technology$191,369 $(179,558)$11,811 
Customer relationships267,621 (225,827)41,794 
Software licenses8,350 — 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 Remaining2025202620272028ThereafterTotal
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.
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Debt
 9 Months Ended
Jun. 28, 2024
Debt Disclosure [Abstract]  
Debt 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, 2024September 29, 2023
Principal BalanceEffective Interest RatePrincipal BalanceEffective 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
v3.24.2.u1
FINANCING OBLIGATION
 9 Months Ended
Jun. 28, 2024
Debt Disclosure [Abstract]  
FINANCING OBLIGATION 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 
2025982 
20261,007 
20271,031 
20281,057 
Thereafter10,857 
Total payments$15,176 
Less: interest5,805 
Present value of liabilities$9,371 
v3.24.2.u1
EARNINGS PER SHARE
 9 Months Ended
Jun. 28, 2024
Earnings Per Share [Abstract]  
EARNINGS PER SHARE 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 EndedNine Months Ended
June 28, 2024June 30, 2023June 28, 2024June 30, 2023
Numerator:
Net income attributable to common stockholders$19,939 $11,853 $47,445 $67,127 
Denominator:
Weighted average common shares outstanding-basic72,143 70,937 71,881 70,739 
Dilutive effect of stock options, restricted stock awards and restricted stock units1,008 471 889 656 
Dilutive effect of convertible debt (1)
1,066 — 488 — 
Weighted average common shares outstanding-diluted74,217 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 
v3.24.2.u1
COMMITMENTS AND CONTINGENCIES
 9 Months Ended
Jun. 28, 2024
Commitments and Contingencies Disclosure [Abstract]  
COMMITMENTS AND CONTINGENCIES 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.
v3.24.2.u1
STOCKHOLDERS’ EQUITY AND SHARE-BASED COMPENSATION
 9 Months Ended
Jun. 28, 2024
Share-Based Payment Arrangement [Abstract]  
STOCKHOLDERS’ EQUITY AND SHARE-BASED COMPENSATION 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 EndedNine 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 development5,446 3,281 13,173 11,255 
Selling, general and administrative6,377 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, 20231,501 $60.90 
Granted763 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, 20241,660 $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 rate4.6%
Years to maturity2.9
Expected volatility rate41.7%
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
v3.24.2.u1
INCOME TAXES
 9 Months Ended
Jun. 28, 2024
Income Tax Disclosure [Abstract]  
INCOME TAXES 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 EndedNine 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 rate17.8 %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.
v3.24.2.u1
SUPPLEMENTAL CASH FLOW INFORMATION
 9 Months Ended
Jun. 28, 2024
Supplemental Cash Flow Elements [Abstract]  
Supplemental Cash Flow Information 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.
v3.24.2.u1
GEOGRAPHIC AND SIGNIFICANT CUSTOMER INFORMATION
 9 Months Ended
Jun. 28, 2024
Segment Reporting [Abstract]  
GEOGRAPHIC AND SIGNIFICANT CUSTOMER INFORMATION 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 
France32,401 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 EndedNine Months Ended
RevenueJune 28,
2024		June 30,
2023		June 28,
2024		June 30,
2023
Customer A14 %— 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.
v3.24.2.u1
RELATED-PARTY TRANSACTIONS
 9 Months Ended
Jun. 28, 2024
Related Party Transactions [Abstract]  
RELATED-PARTY TRANSACTIONS RELATED-PARTY TRANSACTIONS
During the nine months ended June 28, 2024, we purchased $0.3 million of machinery and equipment from Gallium Semiconductor, an affiliate of director Susan Ocampo.
v3.24.2.u1
Pay vs Performance Disclosure - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Jun. 28, 2024
Jun. 30, 2023
Jun. 28, 2024
Jun. 30, 2023
Pay vs Performance Disclosure        
Net income $ 19,939 $ 11,853 $ 47,445 $ 67,127
v3.24.2.u1
Insider Trading Arrangements
 3 Months Ended 9 Months Ended
Jun. 28, 2024
shares
Jun. 28, 2024
shares
Trading Arrangements, by Individual    
Material Terms of Trading Arrangement  
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 TitleAction DateExpiration of Plan (1)Potential Number of Shares to be Sold (2)
Stephen Daly
President and Chief Executive Officer
AdoptionMay 31, 2024May 31, 2025
Sale of up to 100,000 shares
Robert Dennehy
Senior Vice President, Operations
AdoptionMay 22, 2024December 31, 2025
Sale of up to 24,411 shares
Ambra Roth
Senior Vice President, General Counsel and Secretary
AdoptionMay 31, 2024August 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.
Non-Rule 10b5-1 Arrangement Adopted false  
Rule 10b5-1 Arrangement Terminated false  
Non-Rule 10b5-1 Arrangement Terminated false  
Stephen Daly [Member]    
Trading Arrangements, by Individual    
Name Stephen Daly  
Title President and Chief Executive Officer  
Rule 10b5-1 Arrangement Adopted true  
Adoption Date May 31, 2024  
Rule 10b5-1 Arrangement Terminated true  
Termination Date May 31, 2025  
Arrangement Duration 365 days  
Aggregate Available 100,000 100,000
Robert Dennehy [Member]    
Trading Arrangements, by Individual    
Name Robert Dennehy  
Title Senior Vice President, Operations  
Rule 10b5-1 Arrangement Adopted true  
Adoption Date May 22, 2024  
Rule 10b5-1 Arrangement Terminated true  
Termination Date December 31, 2025  
Arrangement Duration 588 days  
Aggregate Available 24,411 24,411
Ambra Roth [Member]    
Trading Arrangements, by Individual    
Name Ambra Roth  
Title Senior Vice President, General Counsel and Secretary  
Rule 10b5-1 Arrangement Adopted true  
Adoption Date May 31, 2024  
Rule 10b5-1 Arrangement Terminated true  
Termination Date August 31, 2025  
Arrangement Duration 457 days  
Aggregate Available 18,738 18,738
v3.24.2.u1
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
 9 Months Ended
Jun. 28, 2024
Accounting Policies [Abstract]  
Principles of Consolidation
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.
Fiscal Period 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
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 and Pronouncements for Adoption in Subsequent Periods
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.
v3.24.2.u1
REVENUE (Tables)
 9 Months Ended
Jun. 28, 2024
Revenue [Abstract]  
Disaggregation of Revenue
The following tables present our revenue disaggregated by markets and geography (in thousands):
Three Months EndedNine Months Ended
June 28, 2024June 30, 2023June 28, 2024June 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 
Telecom50,575 38,333 128,414 153,670 
Total $190,486 $148,522 $528,868 $498,032 
Three Months EndedNine Months Ended
June 28, 2024June 30, 2023June 28, 2024June 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 $498,032 
(1)Asia Pacific primarily represents Australia, India, Japan, Singapore, South Korea, Taiwan and Thailand.
(2)No country or region represented greater than 10% of our total revenue as of the dates presented, other than the United States, China and Asia Pacific region as presented above.
Revenue by geographic region is aggregated by customer billing address.
Contract with Customer, Asset and Liability
The following table presents the changes in contract liabilities during the nine months ended June 28, 2024 (in thousands, except percentage):
June 28, 2024September 29, 2023$ Change% Change
 Contract liabilities$5,422 $2,762 $2,660 96 %
v3.24.2.u1
ACQUISITIONS (Tables)
 9 Months Ended
Jun. 28, 2024
Business Combination and Asset Acquisition [Abstract]  
Schedule of Business Acquisitions, by Acquisition
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 AdjustmentsAt 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 closing711,528 
Fair value of shares issued$81.14 
Equity purchase consideration60,772 (3,039)57,733 
Total purchase consideration$135,772 $(5,237)$130,535 
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 AdjustmentsAt Acquisition Date as Reported June 28, 2024
Current assets$160 $(121)$39 
Inventory23,574 8,402 31,976 
Property and equipment35,415 — 35,415 
Intangible assets60,000 (18,000)42,000 
Prepayment for net assets associated with the RTP Fab Transfer19,450 (3,200)16,250 
Other non-current assets6,735 (916)5,819 
Goodwill— 9,107 9,107 
Total assets acquired145,334 (4,728)140,606 
Current liabilities6,474 409 6,883 
Long-term liabilities3,088 100 3,188 
Total liabilities assumed9,562 509 10,071 
Purchase Price$135,772 $(5,237)$130,535 
At Acquisition Date as Reported
June 28, 2024
Current assets$297 
Inventory3,790 
Property and equipment30,538 
Intangible assets5,966 
Total assets acquired40,591 
Current liabilities3,734 
Total liabilities assumed3,734 
Purchase Price$36,857 
The final purchase price has been allocated as follows (in thousands):
At Acquisition Date as Reported
September 29, 2023		Measurement Period AdjustmentsAt Acquisition Date as Reported
March 29, 2024
Current assets$2,819 $(100)$2,719 
Inventory8,907 1,407 10,314 
Property and equipment5,485 — 5,485 
Intangible assets29,600 — 29,600 
Goodwill12,332 (1,494)10,838 
Total assets acquired59,143 (187)58,956 
Current liabilities7,544 — 7,544 
Total liabilities assumed7,544 — 7,544 
Purchase Price$51,599 $(187)$51,412 
v3.24.2.u1
Investments (Tables)
 9 Months Ended
Jun. 28, 2024
Investments, Debt and Equity Securities [Abstract]  
Summary of Contractual Maturities of Investments
The contractual maturities of available-for-sale investments were as follows (in thousands):
 June 28, 2024September 29, 2023
Less than one year$262,355 $265,591 
Over one year141,841 74,983 
Total available-for-sale investments$404,196 $340,574 
Debt Securities, Available-for-sale 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 bonds265,377 29 (1,587)263,819 
Commercial paper72,951 — (84)72,867 
U.S. Treasuries and agency bonds56,561 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 paper176,405 — (129)176,276 
U.S. Treasuries and agency bonds21,895 18 (4)21,909 
Total short-term investments$343,534 $18 $(2,978)$340,574 
v3.24.2.u1
FAIR VALUE (Tables)
 9 Months Ended
Jun. 28, 2024
Fair Value Disclosures [Abstract]  
Assets and Liabilities Measured at Fair Value on Recurring Basis
Assets and liabilities measured at fair value on a recurring basis consist of the following (in thousands):
June 28, 2024
Fair ValueActive 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 funds54,675 54,675 — — 
Certificates of deposit10,979 10,979 — — 
Corporate bonds263,819 — 263,819 — 
Commercial paper72,867 — 72,867 — 
Total assets measured at fair value$458,871 $117,190 $341,681 $— 
September 29, 2023
Fair ValueActive Markets for Identical Assets (Level 1)Observable Inputs (Level 2)Unobservable Inputs (Level 3)
Assets
Money market funds$111,388 $111,388 $— $— 
U.S. Treasuries21,910 21,910 — — 
Commercial paper176,276 — 176,276 — 
Corporate bonds142,388 — 142,388 — 
Total assets measured at fair value$451,962 $133,298 $318,664 $— 
v3.24.2.u1
INVENTORIES (Tables)
 9 Months Ended
Jun. 28, 2024
Inventory Disclosure [Abstract]  
Components of Inventories
Inventories consist of the following (in thousands):
June 28,
2024		September 29,
2023
Raw materials$117,284 $82,589 
Work-in-process15,375 14,280 
Finished goods58,056 39,431 
Total inventory, net$190,715 $136,300 
v3.24.2.u1
PROPERTY AND EQUIPMENT (Tables)
 9 Months Ended
Jun. 28, 2024
Property, Plant and Equipment [Abstract]  
Components of Property, Plant 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 equipment280,196 238,037 
Leasehold improvements38,723 35,342 
Furniture and fixtures2,966 2,888 
Computer equipment19,962 18,824 
Finance lease assets64,523 64,126 
Total property and equipment421,010 369,473 
Less accumulated depreciation and amortization(242,035)(219,977)
Property and equipment, net$178,975 $149,496 
v3.24.2.u1
INTANGIBLE ASSETS (Tables)
 9 Months Ended
Jun. 28, 2024
Goodwill and Intangible Assets Disclosure [Abstract]  
Summary of Amortization Expense of Intangible Assets
Amortization expense related to intangible assets is as follows (in thousands):
 Three Months EndedNine 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 development1,340 — 3,426 — 
Selling, general and administrative4,337 5,976 13,257 17,644 
Total$10,021 $7,107 $27,169 $20,672 
Summary of Activity in Intangible Assets and Goodwill
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 AmountAccumulated AmortizationNet Carrying Amount
Acquired technology$212,448 $(184,705)$27,743 
Customer relationships274,138 (238,884)35,254 
Favorable contract14,500 (5,334)9,166 
Software licenses11,950 (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 AmountAccumulated AmortizationNet Carrying Amount
Acquired technology$191,369 $(179,558)$11,811 
Customer relationships267,621 (225,827)41,794 
Software licenses8,350 — 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.
Summary of Estimated Amortization of Intangible Assets in Future Fiscal Years
As of June 28, 2024, our estimated amortization of our intangible assets in future fiscal years was as follows (in thousands):
2024 Remaining2025202620272028ThereafterTotal
Amortization expense$9,997 25,663 14,551 11,455 7,983 12,476 $82,125 
Schedule of Goodwill
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.
v3.24.2.u1
Debt (Tables)
 9 Months Ended
Jun. 28, 2024
Debt Disclosure [Abstract]  
Schedule of Remained Outstanding on Term Loans
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, 2024September 29, 2023
Principal BalanceEffective Interest RatePrincipal BalanceEffective 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 
v3.24.2.u1
FINANCING OBLIGATION (Tables)
 9 Months Ended
Jun. 28, 2024
Debt Disclosure [Abstract]  
Financing Obligation, Liability, Fiscal Year Maturity
As of June 28, 2024, expected future minimum payments for the financing obligation were as follows (in thousands):
Fiscal year ending:Amount
2024$242 
2025982 
20261,007 
20271,031 
20281,057 
Thereafter10,857 
Total payments$15,176 
Less: interest5,805 
Present value of liabilities$9,371 
v3.24.2.u1
EARNINGS PER SHARE (Tables)
 9 Months Ended
Jun. 28, 2024
Earnings Per Share [Abstract]  
Computation for Basic and Diluted Net Loss Per Share of Common Stock
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 EndedNine Months Ended
June 28, 2024June 30, 2023June 28, 2024June 30, 2023
Numerator:
Net income attributable to common stockholders$19,939 $11,853 $47,445 $67,127 
Denominator:
Weighted average common shares outstanding-basic72,143 70,937 71,881 70,739 
Dilutive effect of stock options, restricted stock awards and restricted stock units1,008 471 889 656 
Dilutive effect of convertible debt (1)
1,066 — 488 — 
Weighted average common shares outstanding-diluted74,217 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 
v3.24.2.u1
STOCKHOLDERS’ EQUITY AND SHARE-BASED COMPENSATION (Tables)
 9 Months Ended
Jun. 28, 2024
Share-Based Payment Arrangement [Abstract]  
Effects of Stock-Based Compensation Expense Related to Stock-Based Awards to Employees and Nonemployees
The following table shows a summary of share-based compensation expense included in the condensed consolidated statements of operations (in thousands):
 Three Months EndedNine 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 development5,446 3,281 13,173 11,255 
Selling, general and administrative6,377 3,903 16,527 14,275 
Total share-based compensation expense $13,345 $8,262 $34,092 $28,769 
Summary of Restricted Stock, Restricted Stock Unit and Performance-based Restricted Stock Unit Activity
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, 20231,501 $60.90 
Granted763 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, 20241,660 $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.
Schedule of Share-Based Payment Award, Market Based Restricted Stock Awards, Valuation Assumptions 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 rate4.6%
Years to maturity2.9
Expected volatility rate41.7%
Expected dividend yield—
v3.24.2.u1
INCOME TAXES (Tables)
 9 Months Ended
Jun. 28, 2024
Income Tax Disclosure [Abstract]  
Schedule of Provision for Income Taxes and Effective Income Tax Rate
The provision for income taxes and effective income tax rate are as follows (in thousands, except percentages):
Three Months EndedNine 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 rate17.8 %39.6 %19.6 %30.2 %
v3.24.2.u1
SUPPLEMENTAL CASH FLOW INFORMATION (Tables)
 9 Months Ended
Jun. 28, 2024
Supplemental Cash Flow Elements [Abstract]  
Schedule of Supplemental Cash Flow Information Regarding Non-cash Investing and Financing Activities
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 $— 
v3.24.2.u1
GEOGRAPHIC AND SIGNIFICANT CUSTOMER INFORMATION (Tables)
 9 Months Ended
Jun. 28, 2024
Segment Reporting [Abstract]  
Long-lived Assets by Geographic Areas
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 
France32,401 31,142 
Other Countries (1)
19,239 6,489 
Total$178,975 $149,496 
(1)Other than the United States and France, no country or region represented greater than 10% of the total net property and equipment as of the dates presented
Schedule of Revenue by Major Customers by Reporting Segments
The following is a summary of customer concentrations as a percentage of revenue and accounts receivable as of and for the periods presented:
 Three Months EndedNine Months Ended
RevenueJune 28,
2024		June 30,
2023		June 28,
2024		June 30,
2023
Customer A14 %— 12 %— 
v3.24.2.u1
REVENUE (Details) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Jun. 28, 2024
Jun. 30, 2023
Jun. 28, 2024
Jun. 30, 2023
Sep. 29, 2023
Disaggregation of Revenue [Line Items]          
Revenue $ 190,486 $ 148,522 $ 528,868 $ 498,032  
Contract liabilities 5,422   5,422   $ 2,762
Increase (decrease) in contract with customer liability     2,660    
Amounts included in contract liabilities at the beginning of the period 100   $ 2,500    
Net change in contract liabilities (percentage)     96.00%    
Industrial & Defense          
Disaggregation of Revenue [Line Items]          
Revenue 49,003 26,640      
Data Center          
Disaggregation of Revenue [Line Items]          
Revenue 50,575 38,333      
Telecom          
Disaggregation of Revenue [Line Items]          
Revenue 90,908 83,549      
United States          
Disaggregation of Revenue [Line Items]          
Revenue 86,670 73,262 $ 236,476 244,685  
China          
Disaggregation of Revenue [Line Items]          
Revenue 46,423 24,296 128,961 98,776  
Asia Pacific, excluding China          
Disaggregation of Revenue [Line Items]          
Revenue 26,121 23,400 66,792 72,942  
Other Countries          
Disaggregation of Revenue [Line Items]          
Revenue $ 31,272 $ 27,564 96,639 81,629  
Industrial & Defense          
Disaggregation of Revenue [Line Items]          
Revenue     141,662 106,451  
Data Center          
Disaggregation of Revenue [Line Items]          
Revenue     128,414 153,670  
Telecom          
Disaggregation of Revenue [Line Items]          
Revenue     $ 258,792 $ 237,911  
v3.24.2.u1
ACQUISITIONS - Narrative (Details)
$ / shares in Units, $ in Thousands
 3 Months Ended 6 Months Ended 9 Months Ended
Jun. 28, 2024
USD ($)
Dec. 29, 2023
USD ($)
Dec. 02, 2023
USD ($)
$ / shares
shares
May 31, 2023
USD ($)
Mar. 03, 2023
USD ($)
Jun. 28, 2024
USD ($)
Jun. 30, 2023
USD ($)
Jun. 28, 2024
USD ($)
Mar. 29, 2024
USD ($)
Jun. 28, 2024
USD ($)
Jun. 30, 2023
USD ($)
Sep. 29, 2023
USD ($)
Business Acquisition [Line Items]                        
Financing lease assets obtained in exchange for new lease liabilities                   $ 0 $ 9,725  
Intangible Asset and Inventory Step Up Amortization           $ 100            
RF Business of Wolfspeed, Inc                        
Business Acquisition [Line Items]                        
Cash purchase consideration $ 72,802 $ 75,000 $ 75,000                  
Acquisition, number of shares issued (in shares) | shares     711,528                  
Equity purchase consideration 57,733 60,772 $ 57,700                  
Percent of share consideration forfeited (as a percent)     0.25                  
Transaction costs                   7,400 2,000  
Share price of common stock (in dollars per share) | $ / shares     $ 81.14                  
Cash consideration 130,535 135,772                    
Intangible assets 42,000 60,000       42,000   $ 42,000   42,000    
Prepayment for net assets associated with the RTP Fab Transfer 16,250 $ 19,450       16,250   16,250   16,250    
Upfront payment for net assets assumed, fair value 10,400         10,400   10,400   10,400    
Acquisition revenue recognized           47,100       89,000    
Pro forma revenue           190,486 $ 181,703     555,705 609,763  
Pro forma net loss           (21,517) 24,351     (24,728) 50,334  
Measurement adjustments, Equity purchase consideration                   (3,039)    
Measurement adjustment, Intangibles               18,000 $ 18,000      
Measurement adjustment, inventory               8,402 8,400      
RF Business of Wolfspeed, Inc | Acquisition-related Costs                        
Business Acquisition [Line Items]                        
Transaction costs                   15,800 42,000  
RF Business of Wolfspeed, Inc | Technology                        
Business Acquisition [Line Items]                        
Intangible assets $ 21,000         $ 21,000   $ 21,000   $ 21,000    
Useful life of intangible assets (in years) 4 years 9 months 18 days         4 years 9 months 18 days   4 years 9 months 18 days   4 years 9 months 18 days    
RF Business of Wolfspeed, Inc | Customer relationships                        
Business Acquisition [Line Items]                        
Intangible assets $ 6,500         $ 6,500   $ 6,500   $ 6,500    
Useful life of intangible assets (in years) 8 years 9 months 18 days         8 years 9 months 18 days   8 years 9 months 18 days   8 years 9 months 18 days    
RF Business of Wolfspeed, Inc | Favorable Contracts                        
Business Acquisition [Line Items]                        
Intangible assets $ 14,500         $ 14,500   $ 14,500   $ 14,500    
Useful life of intangible assets (in years) 2 years         2 years   2 years   2 years    
OMMIC SAS                        
Business Acquisition [Line Items]                        
Transaction costs             $ 1,000     $ 300 2,600  
Cash consideration       $ 36,900                
Intangible assets $ 5,966         $ 5,966   $ 5,966   5,966    
Financing lease assets obtained in exchange for new lease liabilities                   24,700    
OMMIC SAS | Technology                        
Business Acquisition [Line Items]                        
Intangible assets 4,900         4,900   4,900   4,900    
OMMIC SAS | Customer relationships                        
Business Acquisition [Line Items]                        
Intangible assets $ 1,100         $ 1,100   $ 1,100   $ 1,100    
Useful life of intangible assets (in years) 8 years 3 months 18 days         8 years 3 months 18 days   8 years 3 months 18 days   8 years 3 months 18 days    
Linearizer Technology, Inc.                        
Business Acquisition [Line Items]                        
Transaction costs           $ 200         $ 2,100  
Cash consideration         $ 51,400              
Intangible assets $ 29,600         29,600   $ 29,600   $ 29,600   $ 29,600
Measurement adjustment, inventory                 $ 1,407      
Linearizer Technology, Inc. | Technology                        
Business Acquisition [Line Items]                        
Intangible assets $ 7,100         $ 7,100   $ 7,100   $ 7,100    
Useful life of intangible assets (in years) 7 years 7 months 6 days         7 years 7 months 6 days   7 years 7 months 6 days   7 years 7 months 6 days    
Linearizer Technology, Inc. | Customer relationships                        
Business Acquisition [Line Items]                        
Intangible assets $ 20,700         $ 20,700   $ 20,700   $ 20,700    
Useful life of intangible assets (in years) 8 years 7 months 6 days         8 years 7 months 6 days   8 years 7 months 6 days   8 years 7 months 6 days    
Linearizer Technology, Inc. | Trade Names                        
Business Acquisition [Line Items]                        
Intangible assets $ 1,800         $ 1,800   $ 1,800   $ 1,800    
Useful life of intangible assets (in years) 7 years 7 months 6 days         7 years 7 months 6 days   7 years 7 months 6 days   7 years 7 months 6 days    
v3.24.2.u1
ACQUISITIONS - RF Business of Wolfspeed, Inc. - Purchase Price Adjustments (Details) - USD ($)
$ / shares in Units, $ in Thousands
 6 Months Ended 9 Months Ended
Jun. 28, 2024
Dec. 29, 2023
Dec. 02, 2023
Jun. 28, 2024
Jun. 28, 2024
Business Acquisition [Line Items]          
Measurement adjustments, cash purchase consideration         $ (2,198)
RF Business of Wolfspeed, Inc          
Business Acquisition [Line Items]          
Acquisition, number of shares issued (in shares)     711,528    
Share price of common stock (in dollars per share)     $ 81.14    
Cash purchase consideration $ 72,802 $ 75,000 $ 75,000    
Equity purchase consideration 57,733 60,772 $ 57,700    
Total purchase consideration $ 130,535 $ 135,772      
Measurement adjustments, Equity purchase consideration         (3,039)
Measurement adjustments, total purchase consideration       $ (5,237) $ (5,237)
v3.24.2.u1
ACQUISITIONS - Summary of Purchase Price For Acquisition, Allocations (Details) - USD ($)
$ in Thousands
 6 Months Ended 9 Months Ended
Jun. 28, 2024
Mar. 29, 2024
Jun. 28, 2024
Dec. 29, 2023
Sep. 29, 2023
Business Acquisition [Line Items]          
Goodwill $ 330,340   $ 330,340   $ 323,398
Measurement adjustment, goodwill     7,613    
RF Business of Wolfspeed, Inc          
Business Acquisition [Line Items]          
Current assets 39   39 $ 160  
Inventory 31,976   31,976 23,574  
Property and equipment 35,415   35,415 35,415  
Intangible assets 42,000   42,000 60,000  
Prepayment for net assets associated with the RTP Fab Transfer 16,250   16,250 19,450  
Other non-current assets 5,819   5,819 6,735  
Goodwill 9,107   9,107 0  
Total assets acquired 140,606   140,606 145,334  
Current liabilities 6,883   6,883 6,474  
Long-term liabilities 3,188   3,188 3,088  
Total liabilities assumed 10,071   10,071 9,562  
Purchase Price 130,535   130,535 $ 135,772  
Measurement adjustment, Current Assets (121)        
Measurement adjustment, inventory 8,402 $ 8,400      
Measurement adjustment, Intangibles (18,000) (18,000)      
Measurement adjustment, Prepayment (3,200)        
Measurement adjustment, Other Noncurrent Assets (916)        
Measurement adjustment, goodwill 9,107        
Measurement adjustment, Assets (4,728)        
Measurement adjustment, Current Liabilities 409        
Measurement adjustment, Long-Term Liabilities 100        
Measurement adjustment, Liabilities 509        
Measurement adjustments, total purchase consideration (5,237)   (5,237)    
OMMIC SAS          
Business Acquisition [Line Items]          
Current assets 297   297    
Inventory 3,790   3,790    
Property and equipment 30,538   30,538    
Intangible assets 5,966   5,966    
Total assets acquired 40,591   40,591    
Current liabilities 3,734   3,734    
Total liabilities assumed 3,734   3,734    
Purchase Price 36,857   36,857    
Linearizer Technology, Inc.          
Business Acquisition [Line Items]          
Current assets 2,719   2,719   2,819
Inventory 10,314   10,314   8,907
Property and equipment 5,485   5,485   5,485
Intangible assets 29,600   29,600   29,600
Goodwill 10,838   10,838   12,332
Total assets acquired 58,956   58,956   59,143
Current liabilities 7,544   7,544   7,544
Total liabilities assumed 7,544   7,544   7,544
Purchase Price $ 51,412   $ 51,412   $ 51,599
Measurement adjustment, Current Assets   (100)      
Measurement adjustment, inventory   1,407      
Measurement adjustment, goodwill   (1,494)      
Measurement adjustment, Assets   (187)      
Measurement adjustments, total purchase consideration   $ (187)      
v3.24.2.u1
ACQUISITIONS - Revenue from Acquisition, Accounted for Pro Forma (Details) - RF Business of Wolfspeed, Inc - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Jun. 28, 2024
Jun. 30, 2023
Jun. 28, 2024
Jun. 30, 2023
Asset Acquisition [Line Items]        
Pro forma revenue $ 190,486 $ 181,703 $ 555,705 $ 609,763
Pro forma net loss $ 21,517 $ (24,351) $ 24,728 $ (50,334)
v3.24.2.u1
INVESTMENTS - Summary of Available for Sale Investments (Details) - USD ($)
$ in Thousands
Jun. 28, 2024
Sep. 29, 2023
Debt Securities, Available-for-sale [Line Items]    
Amortized Cost $ 405,869 $ 343,534
Gross Unrealized Holding Gains 39 18
Gross Unrealized Holding Losses 1,712 2,978
Aggregate Fair Value 404,196 340,574
Certificates of deposit    
Debt Securities, Available-for-sale [Line Items]    
Amortized Cost 10,980  
Gross Unrealized Holding Gains 0  
Gross Unrealized Holding Losses 1  
Aggregate Fair Value 10,979  
Corporate bonds    
Debt Securities, Available-for-sale [Line Items]    
Amortized Cost 265,377 145,234
Gross Unrealized Holding Gains 29 0
Gross Unrealized Holding Losses 1,587 2,845
Aggregate Fair Value 263,819 142,389
Commercial paper    
Debt Securities, Available-for-sale [Line Items]    
Amortized Cost 72,951 176,405
Gross Unrealized Holding Gains 0 0
Gross Unrealized Holding Losses 84 129
Aggregate Fair Value 72,867 176,276
U.S. Treasuries    
Debt Securities, Available-for-sale [Line Items]    
Amortized Cost 56,561 21,895
Gross Unrealized Holding Gains 10 18
Gross Unrealized Holding Losses 40 4
Aggregate Fair Value $ 56,531 $ 21,909
v3.24.2.u1
INVESTMENTS - Summary of Contractual Maturities of Investments (Details) - USD ($)
$ in Thousands
Jun. 28, 2024
Sep. 29, 2023
Investments, Debt and Equity Securities [Abstract]    
Less than one year $ 262,355 $ 265,591
Over one year 141,841 74,983
Total available-for-sale investments $ 404,196 $ 340,574
v3.24.2.u1
FAIR VALUE - Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - Fair Value, Measurements, Recurring - USD ($)
$ in Thousands
Jun. 28, 2024
Sep. 29, 2023
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Total assets measured at fair value $ 458,871 $ 451,962
U.S. Treasuries    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Total assets measured at fair value 56,531 21,910
Certificates of deposit    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Total assets measured at fair value 10,979  
Corporate bonds    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Total assets measured at fair value 263,819 142,388
U.S. Treasuries and agency bonds    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Total assets measured at fair value 54,675 111,388
Commercial paper    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Total assets measured at fair value 72,867 176,276
Active Markets for Identical Assets (Level 1)    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Total assets measured at fair value 117,190 133,298
Active Markets for Identical Assets (Level 1) | U.S. Treasuries    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Total assets measured at fair value 51,536 21,910
Active Markets for Identical Assets (Level 1) | Certificates of deposit    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Total assets measured at fair value 10,979  
Active Markets for Identical Assets (Level 1) | Corporate bonds    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Total assets measured at fair value 0 0
Active Markets for Identical Assets (Level 1) | U.S. Treasuries and agency bonds    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Total assets measured at fair value 54,675 111,388
Active Markets for Identical Assets (Level 1) | Commercial paper    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Total assets measured at fair value 0 0
Observable Inputs (Level 2)    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Total assets measured at fair value 341,681 318,664
Observable Inputs (Level 2) | U.S. Treasuries    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Total assets measured at fair value 4,995 0
Observable Inputs (Level 2) | Certificates of deposit    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Total assets measured at fair value 0  
Observable Inputs (Level 2) | Corporate bonds    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Total assets measured at fair value 263,819 142,388
Observable Inputs (Level 2) | U.S. Treasuries and agency bonds    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Total assets measured at fair value 0 0
Observable Inputs (Level 2) | Commercial paper    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Total assets measured at fair value 72,867 176,276
Unobservable Inputs (Level 3)    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Total assets measured at fair value 0 0
Unobservable Inputs (Level 3) | U.S. Treasuries    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Total assets measured at fair value 0 0
Unobservable Inputs (Level 3) | Certificates of deposit    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Total assets measured at fair value 0  
Unobservable Inputs (Level 3) | Corporate bonds    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Total assets measured at fair value 0 0
Unobservable Inputs (Level 3) | U.S. Treasuries and agency bonds    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Total assets measured at fair value 0 0
Unobservable Inputs (Level 3) | Commercial paper    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Total assets measured at fair value $ 0 $ 0
v3.24.2.u1
INVENTORIES (Details) - USD ($)
$ in Thousands
Jun. 28, 2024
Sep. 29, 2023
Inventory Disclosure [Abstract]    
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
v3.24.2.u1
PROPERTY AND EQUIPMENT - Components of Property, Plant and Equipment (Details) - USD ($)
$ in Thousands
Jun. 28, 2024
Sep. 29, 2023
Property, Plant and Equipment [Line Items]    
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
Finance Lease, Right-of-Use Asset, Accumulated Amortization 9,600 7,800
Construction in process    
Property, Plant and Equipment [Line Items]    
Total property and equipment 14,640 10,256
Machinery and equipment    
Property, Plant and Equipment [Line Items]    
Total property and equipment 280,196 238,037
Leasehold improvements    
Property, Plant and Equipment [Line Items]    
Total property and equipment 38,723 35,342
Furniture and fixtures    
Property, Plant and Equipment [Line Items]    
Total property and equipment 2,966 2,888
Computer equipment    
Property, Plant and Equipment [Line Items]    
Total property and equipment 19,962 18,824
Assets Held Under Finance Leases [Member]    
Property, Plant and Equipment [Line Items]    
Total property and equipment $ 64,523 $ 64,126
v3.24.2.u1
PROPERTY AND EQUIPMENT - Additional Information (Details) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Jun. 28, 2024
Jun. 30, 2023
Jun. 28, 2024
Jun. 30, 2023
Sep. 29, 2023
Property, Plant and Equipment [Abstract]          
Grants Receivable $ 4,400   $ 4,400    
Depreciation and amortization expense 7,900 $ 5,900 22,300 $ 17,700  
Accumulated depreciation $ 242,035   $ 242,035   $ 219,977
v3.24.2.u1
INTANGIBLE ASSETS - Summary of Amortization Expense of Intangible Assets (Details) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Jun. 28, 2024
Jun. 30, 2023
Jun. 28, 2024
Jun. 30, 2023
Finite-Lived Intangible Assets [Line Items]        
Total $ 10,021 $ 7,107 $ 27,169 $ 20,672
Net Carrying Amount 82,125   82,125  
Cost of Revenue        
Finite-Lived Intangible Assets [Line Items]        
Total 4,344 1,131 10,486 3,028
Research and Development        
Finite-Lived Intangible Assets [Line Items]        
Total 1,340 0 3,426 0
Selling, General and Administrative        
Finite-Lived Intangible Assets [Line Items]        
Total $ 4,337 $ 5,976 $ 13,257 $ 17,644
v3.24.2.u1
INTANGIBLE ASSETS - Summary of Intangible Assets (Details) - USD ($)
$ in Thousands
Jun. 28, 2024
Sep. 29, 2023
Finite-Lived Intangible Assets [Line Items]    
Intangible assets $ 518,236 $ 472,540
Intangible assets, net 85,525 66,994
Intangible assets 518,236 472,540
Accumulated Amortization (432,711) (405,546)
Intangible assets, total 85,525 66,994
Trade Names    
Finite-Lived Intangible Assets [Line Items]    
Intangible assets 5,200 5,200
Intangible assets, net 4,843 5,039
Intangible assets 5,200 5,200
Accumulated Amortization (357) (161)
Intangible assets, total 4,843 5,039
Acquired technology    
Finite-Lived Intangible Assets [Line Items]    
Finite-lived intangible assets 212,448 191,369
Accumulated Amortization (184,705) (179,558)
Customer relationships    
Finite-Lived Intangible Assets [Line Items]    
Finite-lived intangible assets 274,138 267,621
Accumulated Amortization $ (238,884) $ (225,827)
v3.24.2.u1
INTANGIBLE ASSETS - Summary of Activity in Intangible Assets and Goodwill (Details) - USD ($)
$ in Thousands
Jun. 28, 2024
Sep. 29, 2023
Indefinite-lived Intangible Assets [Line Items]    
Accumulated Amortization $ (432,711) $ (405,546)
Total 82,125  
Intangible assets 518,236 472,540
Intangible assets, total 85,525 66,994
Trade Names    
Indefinite-lived Intangible Assets [Line Items]    
Accumulated Amortization (357) (161)
Intangible assets 5,200 5,200
Intangible assets, total 4,843 5,039
Indefinite lived intangible assets 3,400 3,400
Acquired technology    
Indefinite-lived Intangible Assets [Line Items]    
Gross Carrying Amount 212,448 191,369
Accumulated Amortization (184,705) (179,558)
Total 27,743 11,811
Customer relationships    
Indefinite-lived Intangible Assets [Line Items]    
Gross Carrying Amount 274,138 267,621
Accumulated Amortization (238,884) (225,827)
Total 35,254 41,794
Favorable Contracts    
Indefinite-lived Intangible Assets [Line Items]    
Gross Carrying Amount 14,500  
Accumulated Amortization (5,334)  
Total 9,166  
Internal Use Software    
Indefinite-lived Intangible Assets [Line Items]    
Gross Carrying Amount 11,950 8,350
Accumulated Amortization (3,431) 0
Total $ 8,519 $ 8,350
v3.24.2.u1
INTANGIBLE ASSETS - Summary of Estimated Amortization of Intangible Assets (Details)
$ in Thousands
Jun. 28, 2024
USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]  
2024 Remaining $ 9,997
2022 25,663
2023 14,551
2024 11,455
2025 7,983
Thereafter 12,476
Total $ 82,125
v3.24.2.u1
INTANGIBLE ASSETS - Goodwill (Details)
$ in Thousands
 9 Months Ended
Jun. 28, 2024
USD ($)
Goodwill [Roll Forward]  
Balance at beginning of period $ 323,398
Measurement adjustment, goodwill reduction (7,613)
Foreign currency translation adjustment (671)
Balance at end of period 330,340
RF Business Acquisition  
Business Acquisition [Line Items]  
Goodwill, Period Increase (Decrease) 9,100
Linearizer Acquisition  
Business Acquisition [Line Items]  
Goodwill, Period Increase (Decrease) $ (1,500)
v3.24.2.u1
INTANGIBLE ASSETS - Additional Information (Details) - USD ($)
$ in Thousands
Jun. 28, 2024
Sep. 29, 2023
Finite-Lived Intangible Assets [Line Items]    
Accumulated Amortization $ 432,711 $ 405,546
Acquired technology    
Finite-Lived Intangible Assets [Line Items]    
Accumulated Amortization 184,705 179,558
Customer relationships    
Finite-Lived Intangible Assets [Line Items]    
Accumulated Amortization $ 238,884 $ 225,827
v3.24.2.u1
Debt - Schedule of Remaining Outstanding Balances on Term Loans (Details) - USD ($)
$ in Thousands
Jun. 28, 2024
Sep. 29, 2023
Aug. 02, 2023
Principal Balance      
Long-term debt $ 447,994 $ 447,134  
Long-term Debt      
Principal Balance      
Long-term debt     $ 120,800
Unamortized discount on deferred financing costs (2,006) (2,866)  
Convertible Debt      
Principal Balance      
Long-term debt $ 450,000 $ 450,000  
Effective Interest Rate      
Effective interest rate 0.54% 0.54%  
v3.24.2.u1
Debt - Additional Information (Details)
$ / shares in Units, $ in Thousands
 3 Months Ended 9 Months Ended
Mar. 25, 2021
USD ($)
renewal_option
d
$ / shares
Jun. 28, 2024
USD ($)
Jun. 30, 2023
USD ($)
Jun. 28, 2024
USD ($)
Jun. 30, 2023
USD ($)
Sep. 29, 2023
USD ($)
Aug. 02, 2023
USD ($)
Apr. 06, 2021
USD ($)
Debt Instrument [Line Items]                
Interest payable, current             $ 100  
Long-term Debt                
Debt Instrument [Line Items]                
Long-term debt, remaining balance             $ 120,800  
Convertible Notes Green Shoe                
Debt Instrument [Line Items]                
Principle amount               $ 50,000
Convertible Debt                
Debt Instrument [Line Items]                
Long-term debt, remaining balance   $ 450,000   $ 450,000   $ 450,000    
Convertible Senior Notes Due 2026                
Debt Instrument [Line Items]                
Principle amount $ 400,000 450,000   450,000        
Conversion price (in USD per share) | $ / shares $ 82,120,000              
Redemption price percentage 100.00%              
Interest expense debt   300   800        
Future minimum principal payments   0   0        
Convertible Senior Notes Due 2026 | Conversion Period One                
Debt Instrument [Line Items]                
Convertible threshold trading days | renewal_option 20,000,000              
Threshold consecutive trading days | renewal_option 30,000,000              
Convertible Senior Notes Due 2026 | Conversion Period Two                
Debt Instrument [Line Items]                
Convertible threshold trading days | d 5              
Threshold consecutive trading days | d 5              
Convertible Senior Notes Due 2026 | Conversion Price | Conversion Period One                
Debt Instrument [Line Items]                
Convertible threshold percentage of stock price trigger 130.00%              
Convertible Senior Notes Due 2026 | Principal Trading Price | Conversion Period Two                
Debt Instrument [Line Items]                
Convertible threshold percentage of stock price trigger 98.00%              
Convertible Senior Notes Due 2026 | Convertible Notes Payable                
Debt Instrument [Line Items]                
Basis spread on variable rate 0.25%              
Estimated fair value of Term Loans   $ 636,100   $ 636,100   $ 512,500    
Term Loans                
Debt Instrument [Line Items]                
Interest expense debt     $ 2,200   $ 6,100      
v3.24.2.u1
FINANCING OBLIGATION (Details) - USD ($)
$ in Thousands
 9 Months Ended
Jun. 28, 2024
Sep. 29, 2023
Long-term Purchase Commitment [Line Items]    
Property and equipment, net capitalized $ 8,400 $ 8,900
Financing obligation for property, plant and equipment 9,400 9,600
Future fixed payment $ 16,800  
Power generator life term 15 years  
Implied discount rate 7.40%  
Purchase commitment period 14 years  
Total payments $ 15,176 15,900
Purchase Commitment    
Long-term Purchase Commitment [Line Items]    
Contractual Obligation $ 24,400 $ 25,500
v3.24.2.u1
FINANCING OBLIGATION - Summary of Expected Future Minimum Payments (Details) - USD ($)
$ in Thousands
Jun. 28, 2024
Sep. 29, 2023
Debt Disclosure [Abstract]    
2024 $ 242  
2025 982  
2026 1,007  
2027 1,031  
2028 1,057  
Thereafter 10,857  
Total payments 15,176 $ 15,900
Less: interest 5,805  
Present value of liabilities $ 9,371  
v3.24.2.u1
Stockholders' Equity - Additional Information (Details)
Jun. 28, 2024
$ / shares
shares
Equity [Abstract]  
Preferred stock, shares authorized | shares 10,000,000
Preferred stock, par value (in usd per share) | $ / shares $ 0.001
Common stock, shares authorized | shares 300,000,000
Common stock, par value (in usd per share) | $ / shares $ 0.001
v3.24.2.u1
EARNINGS PER SHARE (Details) - USD ($)
shares in Thousands, $ in Thousands
 3 Months Ended 9 Months Ended
Jun. 28, 2024
Jun. 30, 2023
Jun. 28, 2024
Jun. 30, 2023
Numerator:        
Net income $ 19,939 $ 11,853 $ 47,445 $ 67,127
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 options and warrants (in shares) 1,008 471 889 656
Dilutive effect, potential common shares (in shares) 1,066 0 488 0
Weighted average common shares outstanding-diluted 74,217 71,408 73,258 71,395
v3.24.2.u1
STOCKHOLDERS’ EQUITY AND SHARE-BASED COMPENSATION - Additional Information (Details)
$ / shares in Units, $ in Thousands
 3 Months Ended 9 Months Ended
Jun. 28, 2024
USD ($)
$ / shares
shares
Jun. 30, 2023
USD ($)
Jun. 28, 2024
USD ($)
$ / shares
shares
Jun. 30, 2023
USD ($)
Sep. 29, 2023
USD ($)
shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Share-based compensation     $ 34,092 $ 28,769  
Compensation cost not yet recognized $ 74,100   $ 74,100    
Unrecognized compensation cost period for recognition     2 years    
Share-based compensation expense 13,345 $ 8,262 $ 34,092 28,769  
Intrinsic value of options exercised 300        
Years to maturity     3 years    
Aggregate intrinsic value stock options outstanding $ 1,000   $ 1,000    
Number of stock options outstanding (in shares) | shares 10,000   10,000   15,000
Weighted average exercise price per share (in dollars per share) | $ / shares $ 16.06   $ 16.06    
Weighted average remaining contractual term options outstanding     1 year 4 months 9 days    
Incentive Stock Units          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Fair value of outstanding awards $ 7,000   $ 7,000   $ 5,000
Employee-related Liabilities 4,000   4,000   $ 3,300
Share-based compensation $ 1,200 $ 300 $ 2,600 2,200  
Restricted Stock Restricted Stock Units And Performance Based Restricted Stock Units          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Awards vested (in shares) | shares     547,000    
Vested in period fair value     $ 41,800 $ 85,100  
Granted (in shares) | shares     763,000    
Granted (in usd per share) | $ / shares     $ 80.14    
Shares forfeited (in shares) | shares     119,000    
Restricted Stock Units (RSUs)          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Years to maturity     2 years 10 months 24 days    
Market Based Performance Restricted Stock Units          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Granted (in shares) | shares     132,247    
Granted (in usd per share) | $ / shares     $ 88.88    
Minimum          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Term of options granted     4 years    
Percentage of number of shares earned by recipients (as a percent) 0   0    
Minimum | Incentive Stock Units          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Vesting period     3 years    
Minimum | Restricted Stock Units (RSUs)          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Vesting period     3 years    
Maximum          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Term of options granted     7 years    
Percentage of number of shares earned by recipients (as a percent) 2   2    
Maximum | Incentive Stock Units          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Vesting period     4 years    
Maximum | Restricted Stock Units (RSUs)          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Vesting period     4 years    
2012 Omnibus Incentive Plan          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Available for grant (in shares) | shares 3,900,000   3,900,000    
Employee Stock Purchase Plan          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Available for grant (in shares) | shares 1,100,000   1,100,000    
Unrecognized compensation cost $ 1,200   $ 1,200    
v3.24.2.u1
STOCKHOLDERS’ EQUITY AND SHARE-BASED COMPENSATION - Effects of Stock-Based Compensation Expense Related to Stock-Based Awards to Employees and Non-Employees (Details) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Jun. 28, 2024
Jun. 30, 2023
Jun. 28, 2024
Jun. 30, 2023
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]        
Total share-based compensation expense $ 13,345 $ 8,262 $ 34,092 $ 28,769
Cost of Revenue        
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]        
Total share-based compensation expense 1,522 1,078 4,392 3,239
Research and Development        
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]        
Total share-based compensation expense 5,446 3,281 13,173 11,255
Selling, General and Administrative        
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]        
Total share-based compensation expense $ 6,377 $ 3,903 $ 16,527 $ 14,275
v3.24.2.u1
STOCKHOLDERS’ EQUITY AND SHARE-BASED COMPENSATION - Summary of Restricted Stock, Restricted Stock Unit and Performance-based Restricted Stock Unit Activity (Details) - Restricted Stock Restricted Stock Units And Performance Based Restricted Stock Units
shares in Thousands
 9 Months Ended
Jun. 28, 2024
$ / shares
shares
Number of shares (in thousands)  
Balance at beginning of period (in shares) | shares 1,501
Granted (in shares) | shares 763
Vested and released (in shares) | shares (547)
Performance-based adjustment (in shares) | shares 62
Forfeited, canceled or expired (in shares) | shares (119)
Balance at end of period (in shares) | shares 1,660
Weighted- Average Grant Date Fair Value  
Balance at beginning of period (in usd per share) | $ / shares $ 60.90
Granted (in usd per share) | $ / shares 80.14
Vested and released (in usd per share) | $ / shares 49.56
Performance-based adjustment (in usd per share) | $ / shares 35.43
Forfeited, canceled or expired (in usd per share) | $ / shares 65.80
Balance at end of period (in usd per share) | $ / shares $ 72.18
v3.24.2.u1
STOCKHOLDERS’ EQUITY AND SHARE-BASED COMPENSATION - Fair Value of Market-Based PRSUs (Details)
 9 Months Ended
Jun. 28, 2024
USD ($)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Years to maturity 3 years
Restricted Stock Units (RSUs)  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Grant date stock price $ 73.01
Average stock price at the start of the performance period $ 79.43
Risk free interest rate 4.60%
Years to maturity 2 years 10 months 24 days
Expected volatility rate 41.70%
Expected dividend yield 0.00%
v3.24.2.u1
STOCKHOLDERS’ EQUITY AND SHARE-BASED COMPENSATION - Summary of Stock Option Activity (Details)
$ / shares in Units, $ in Thousands
 9 Months Ended
Jun. 28, 2024
USD ($)
$ / shares
shares
Number of Shares  
Beginning Blance Stock options outstanding (in shares) 15,000
Ending Balance Stock options outstanding (in shares) 10,000
Weighted-Average Exercise Price per Share  
Ending Balance weighted-average exercise price per share (in usd per share) | $ / shares $ 16.06
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract]  
Weighted average remaining contractual term options outstanding 1 year 4 months 9 days
Aggregate intrinsic value stock options outstanding | $ $ 1,000
v3.24.2.u1
INCOME TAXES (Details) - USD ($)
 3 Months Ended 9 Months Ended
Jun. 28, 2024
Jun. 30, 2023
Jun. 28, 2024
Jun. 30, 2023
Sep. 29, 2023
Income Tax Disclosure [Abstract]          
Income tax expense $ 4,309,000 $ 7,768,000 $ 11,567,000 $ 29,039,000  
Effective income tax rate 17.80% 39.60% 19.60% 30.20%  
Effective tax rate     21.00%    
Foreign withholding tax expense     $ 1,000,000    
Unrecognized tax benefit $ 0   $ 0   $ 0
v3.24.2.u1
SUPPLEMENTAL CASH FLOW INFORMATION - Schedule of Supplemental Cash Flow Information Regarding Non-cash Investing and Financing Activities (Details) - USD ($)
$ in Thousands
 9 Months Ended
Jun. 28, 2024
Jun. 30, 2023
Supplemental Cash Flow Elements [Abstract]    
Cash paid for interest $ 2,715 $ 8,140
Cash paid for income taxes 4,385 2,771
Operating lease right-of-use assets obtained in exchange for new lease liabilities 7,596 4,434
Financing lease assets obtained in exchange for new lease liabilities 0 9,725
Additions to property and equipment, net included in liabilities 944 195
Purchase of software licenses included in liabilities $ 2,500 $ 0
v3.24.2.u1
SUPPLEMENTAL CASH FLOW INFORMATION - Additional Information (Details) - USD ($)
$ in Thousands
 9 Months Ended
Jun. 28, 2024
Jun. 30, 2023
Business Acquisition [Line Items]    
Operating lease right-of-use assets obtained in exchange for new lease liabilities $ 7,596 $ 4,434
RF Business of Wolfspeed, Inc    
Business Acquisition [Line Items]    
Operating lease right-of-use assets obtained in exchange for new lease liabilities $ 5,600  
v3.24.2.u1
GEOGRAPHIC AND SIGNIFICANT CUSTOMER INFORMATION - Additional Information (Details) - segment
 3 Months Ended 9 Months Ended
Jun. 28, 2024
Jun. 30, 2023
Jun. 28, 2024
Jun. 30, 2023
Revenue from External Customer [Line Items]        
Number of reportable operating segment     1  
Top Ten Customers | Revenue | Customer Concentration Risk        
Revenue from External Customer [Line Items]        
Concentration risk, percentage 56.00% 44.00% 55.00% 47.00%
v3.24.2.u1
GEOGRAPHIC AND SIGNIFICANT CUSTOMER INFORMATION - Summary of Different Geographic Regions (Details) - USD ($)
$ in Thousands
Jun. 28, 2024
Sep. 29, 2023
Revenues from External Customers and Long-Lived Assets [Line Items]    
Long-Lived Assets $ 178,975 $ 149,496
United States    
Revenues from External Customers and Long-Lived Assets [Line Items]    
Long-Lived Assets 127,335 111,865
France    
Revenues from External Customers and Long-Lived Assets [Line Items]    
Long-Lived Assets 32,401 31,142
Other Countries    
Revenues from External Customers and Long-Lived Assets [Line Items]    
Long-Lived Assets $ 19,239 $ 6,489
v3.24.2.u1
GEOGRAPHIC AND SIGNIFICANT CUSTOMER INFORMATION - Summary of Customer Concentrations as Percentage of Revenue and Accounts Receivable (Details)
 3 Months Ended 9 Months Ended
Jun. 28, 2024
Jun. 30, 2023
Jun. 28, 2024
Jun. 30, 2023
Customer Concentration Risk | Revenue | Customer A        
Revenue from External Customer [Line Items]        
Concentration risk, percentage 14.00% 0.00% 12.00% 0.00%
v3.24.2.u1
RELATED-PARTY TRANSACTIONS (Details)
$ in Millions
 9 Months Ended
Jun. 28, 2024
USD ($)
Related Party Transactions [Abstract]  
Related Party Transaction, Amounts of Transaction $ 0.3
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