MACOM Reports Revenue $107.5 Million and EPS $0.32 (non-GAAP) Exceeding Guidance for Fiscal Second Quarter

MACOM Reports Revenue $107.5 Million and EPS $0.32 (non-GAAP) Exceeding
Guidance for Fiscal Second Quarter

LOWELL, Mass., April 29, 2014 (GLOBE NEWSWIRE) -- M/A-COM Technology Solutions
Holdings, Inc. (Nasdaq:MTSI) ("MACOM"), a leading supplier of high performance
analog semiconductor solutions, today reported its financial results for its
second fiscal quarter ended April 4, 2014.

Second Quarter Fiscal Year 2014 GAAP Results

  *Revenue was $107.8 million, compared to $84.2 million in the prior fiscal
    quarter and $78.8 million in the previous year's second fiscal quarter;
  *Gross margin was 24.9 percent, compared to 42.4 percent in the prior
    fiscal quarter and 41.6 percent in the previous year's second fiscal
    quarter;
  *Operating loss was $20.6 million, compared to operating loss of $9.2
    million in the prior fiscal quarter and operating income of $8.7 million
    in the previous year's second fiscal quarter;
  *Net loss from continuing operations was $19.6 million, and $0.42 loss per
    diluted share, and loss from discontinued operations was $2.5 million, and
    $0.05 loss per diluted share; and
  *Net loss was $22.1 million, and $0.47 loss per diluted share, compared to
    net loss of $8.9 million, and $0.19 per diluted share, in the prior fiscal
    quarter and net income of $5.4 million, and $0.11 earnings per diluted
    share in the previous year's second fiscal quarter.

The fiscal second quarter marked MACOM's first full quarter of operations
including the results of Mindspeed Technologies, Inc., which it acquired in
December 2013. MACOM also completed its previously announced acquisition of
Nitronex, LLC (the "Acquisition") from an entity with common ownership of
MACOM during the fiscal second quarter. Reported GAAP results for the periods
prior to the Acquisition have been retroactively adjusted to present the
combined results of MACOM and Nitronex as if the Acquisition occurred on June
25, 2012.

Second Quarter Fiscal Year 2014 Non-GAAP Results

  *Gross margin was 49.3 percent, compared to 46.6 percent in the prior
    fiscal quarter and 44.5 percent in the previous year's second fiscal
    quarter;
  *Operating income was $21.4 million or 19.9 percent of revenue, compared to
    $16.2 million or 19.4 percent of revenue in the prior fiscal quarter and
    $14.9 million or 19.1 percent of revenue in the previous year's second
    fiscal quarter;
  *Net income was $15.2 million and $0.32 earnings per diluted share,
    compared to net income of $12.1 million and $0.25 per diluted share in the
    prior fiscal quarter and net income of $11.7 million and $0.24 earnings
    per diluted share in the previous year's second fiscal quarter; and
  *EBITDA was $24.8 million, compared to EBITDA of $19.2 million for the
    prior fiscal quarter and $17.6 million for the previous year's second
    quarter.

John Croteau, Chief Executive Officer of MACOM stated, "Revenue and earnings
per share for the second quarter exceeded the high end of our guidance, while
gross margin was solidly within our guidance, marking our sixth consecutive
quarter of non-GAAP margin expansion. During the quarter, we saw strength in
Carrier and Enterprise Networks offset by softness in Aerospace and Defense,
which we attribute to the timing and lumpiness of programs. Multi-market and
Automotive performed as expected, within the normal range of quarterly
fluctuations."

Mr. Croteau noted, "Highlighting this quarter was the successful completion of
the Mindspeed integration, during which we closed the sale of Mindspeed's
wireless business to Intel and announced a definitive agreement to divest its
CPE business to Freescale, which results in very substantial headcount and
expense reductions. In addition, this quarter we announced the acquisition of
Nitronex and a supply relationship with IQE, the combination of which we
expect will enable us to drive Gallium Nitride technology across most RF and
microwave markets and applications that we address today."

MACOM also announced plans to refinance its existing revolving credit facility
with a $450 million senior secured credit facility consisting of a $350
million Term Loan B facility and a $100 million Revolving Credit Facility. The
initial draw down of the Term Loan B Facility is expected to be in an amount
of $350 million and is anticipated to close this week. Key anticipated
benefits of this refinancing include extending the principal maturity of
MACOM's outstanding indebtedness, providing access to institutional lenders
and credit agency ratings, and providing access to additional capital for
general corporate purposes, including future acquisitions.

Near term, based on the expected greater level of outstanding debt and higher
interest costs associated with the new facility, the refinancing is expected
to have a dilutive effect to MACOM's future EPS as described in more detail
below.

Business Outlook

For the third fiscal quarter ending July 4, 2014, MACOM expects revenue to be
in the range of $108 million and $112 million, non-GAAP gross margin between
49 and 53 percent, and non-GAAP earnings per diluted share between $0.30 and
$0.32, based on an expected 49 million shares outstanding and an expected
$0.03 per share dilutive effect of the proposed refinancing of MACOM's
outstanding long-term indebtedness described above.

Conference Call

MACOM will host a conference call on Tuesday, April 29, 2014 at 5:00 p.m.
Eastern Time to discuss its second fiscal quarter financial results and
business outlook. Investors and analysts may join the conference call by
dialing 1-877-837-3908 and providing the confirmation code 26307931.
International callers may join the teleconference by dialing +1-973-872-3000
and entering the same confirmation code at the prompt. A telephone replay of
the call will be made available beginning two hours after the call and will
remain available for 5 business days. The replay number is 1-855-859-2056 with
a pass code of 26307931. International callers should dial +1-404-537-3406 and
enter the same pass code at the prompt.

Additionally, this conference call will be broadcast live over the Internet
and can be accessed by all interested parties in the Investors section of
MACOM's website at http://www.macom.com. To listen to the live call, please go
to the Investors section of MACOM's website and click on the conference call
link at least fifteen minutes prior to the start of the conference call. For
those unable to participate during the live broadcast, a replay will be
available shortly after the call and will remain available for approximately
30 days.

About MACOM

MACOM (www.macom.com) is a leading supplier of high performance analog RF,
microwave, and millimeter wave products that enable next-generation Internet
and modern battlefield applications. Recognized for its broad catalog
portfolio of technologies and products, MACOM serves diverse markets,
including high speed optical, satellite, radar, wired & wireless networks,
CATV, automotive, industrial, medical, and mobile devices. A pillar of the
semiconductor industry, we thrive on more than 60 years of solving our
customers' most complex problems, serving as a true partner for applications
ranging from RF to Light.

Headquartered in Lowell, Massachusetts, MACOM is certified to the ISO9001
international quality standard and ISO14001 environmental management standard.
MACOM has design centers and sales offices throughout North America, Europe,
Asia and Australia.

MACOM, M/A-COM, M/A-COM Technology Solutions, M/A-COM Tech, Partners in RF &
Microwave, Partners from RF to Light, The First Name in Microwave and related
logos are trademarks of MACOM. All other trademarks are the property of their
respective owners.

Special Note Regarding Forward-Looking Statements

This press release contains forward-looking statements based on MACOM
management's beliefs and assumptions and on information currently available to
our management. Forward-looking statements include, among others, information
concerning our stated business outlook and future results of operations, our
expectation that our recent and planned divestments will result in very
substantial headcount and expense reductions, our expectation that our
acquisition of Nitronex and supply relationship with IQE will enable us to
drive Gallium Nitride technology across most RF and microwave markets and
applications that we address today, our expectation that we will refinance our
outstanding long-term indebtedness this week and expectations as to the key
anticipated benefits, EPS dilution and future uses of the new facility, and
any statements regarding future trends, business strategies, competitive
position, industry conditions, acquisitions and market opportunities.
Forward-looking statements include all statements that are not historical
facts and generally may be identified by terms such as "anticipates,"
"believes," "could," "estimates," "expects," "intends," "may," "plans,"
"potential," "predicts," "projects," "seeks," "should," "will," "would" or
similar expressions and the negatives of those terms.

Forward-looking statements contained in this press release reflect MACOM's
current views about future events and are subject to risks, uncertainties,
assumptions and changes in circumstances that may cause those events or our
actual activities or results to differ materially from those expressed in any
forward-looking statement. Although MACOM believes that the expectations
reflected in the forward-looking statements are reasonable, it cannot and does
not guarantee future events, results, actions, levels of activity, performance
or achievements. Readers are cautioned not to place undue reliance on these
forward-looking statements. A number of important factors could cause actual
results to differ materially from those indicated by the forward-looking
statements, including, lower than expected demand in any or all of our five
primary end markets or from any of our large OEM customers based on
macro-economic weakness or otherwise, our failure to close the CPE business
divestment or our proposed refinancing of our outstanding ling-term
indebtedness as planned, our failure to achieve the expected synergies and
benefits of the Mindspeed and Nitronex acquisitions, our planned debt
refinancing or the Mindspeed wireless and CPE divestments, our failure to
realize the expected economies of scale, lowered production cost and other
anticipated benefits of our previously announced GaN intellectual property
licensing program, the potential for defense spending cuts, program delays,
cancellations or sequestration, failures or delays by any customer in winning
business or to make purchases from us in support of such business, lack of
adoption or delayed adoption by customers and industries we serve of GaN or
other solutions offered by us, failures or delays in porting and qualifying
GaN process technology to our Lowell, MA fabrication facility or third party
facilities, lower than expected utilization and absorption in our
manufacturing facilities, lack of success or slower than expected success in
our new product development efforts, loss of business due to competitive
factors, product or technology obsolescence, customer program shifts or
otherwise, lower than anticipated or slower than expected customer acceptance
of our new product introductions, the potential for a shift in the mix of
products sold in any period toward lower-margin products or a shift in the
geographical mix of our revenues, the potential for increased pricing pressure
based on competitive factors, technology shifts or otherwise, the impact of
any executed or abandoned acquisition, divestiture or restructuring activity,
the impact of supply shortages or other disruptions in our internal or
outsourced supply chain, the relative success of our cost-savings initiatives,
the potential for inventory obsolescence and related write-offs, the expense,
business disruption or other impact of any current or future investigations,
administrative actions, litigation or enforcement proceedings we may be
involved in, and the impact of any claims of intellectual property
infringement or misappropriation, which could require us to pay substantial
damages for infringement, expend significant resources in prosecuting or
defending such matters or developing non-infringing technology, incur material
liability for royalty or license payments, or prevent us from selling certain
of our products, as well as those factors described in "Risk Factors" in
MACOM's filings with the Securities and Exchange Commission (SEC), including
its Quarterly Report on Form 10-Q for the fiscal quarter ended January 3, 2014
as filed with the SEC on February 12, 2014. MACOM undertakes no obligation to
publicly update or revise any forward-looking statement, whether as a result
of new information, future events or otherwise.

Non-GAAP Financial Measures

In addition to GAAP reporting, MACOM provides investors with non-GAAP
financial information, including revenue, gross margin, operating margin,
operating income, net income, earnings per share, EBITDA and other data
calculated on a non-GAAP basis. This non-GAAP information excludes the
operations of Nitronex prior to the date of acquisition, discontinued
operations, the impact of fair value accounting in merger and acquisitions
(M&A) of businesses, M&A costs, including acquisition and related integration
costs, certain cost savings from synergies expected from M&A activities,
income and expenses from transition services related to M&A activities,
expected amortization of acquisition-related intangibles, share-based and
other non-cash compensation expense, certain cash compensation, restructuring
charges, litigation settlement and costs, changes in the carrying values of
liabilities measured at fair value, contingent consideration, other non-cash
expenses, earn-out costs, exited leased facility costs and certain income tax
items. Management does not believe that the excluded items are reflective of
MACOM's underlying performance. The exclusion of these and other similar items
from MACOM's non-GAAP presentation should not be interpreted as implying that
these items are non-recurring, infrequent or unusual. These and other similar
items are also excluded from EBITDA, which is non-GAAP earnings before
interest, income taxes, depreciation and amortization. MACOM believes this
non-GAAP financial information provides additional insight into MACOM's
on-going performance and has, therefore, chosen to provide this information to
investors for a consistent basis of comparison and to help them evaluate the
results of MACOM's on-going operations and enable more meaningful period to
period comparisons. These non-GAAP measures are provided in addition to, and
not as a substitute for, or superior to, measures of financial performance
prepared in accordance with GAAP. A reconciliation between GAAP and non-GAAP
financial data is included in the supplemental financial data attached to this
press release.


M/A-COM TECHNOLOGY SOLUTIONS HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited and in thousands, except per share data)

                                                                
                         Three Months Ended             Six Months Ended
                         April 4,   January 3, March 29, April 4,   March 29,
                         2014       2014       2013      2014       2013
                                                                
Revenue                   $ 107,827  $ 84,154   $ 78,843  $ 191,981  $ 154,919
Cost of revenue           80,964     48,432     46,010    129,396    90,600
Gross profit              26,863     35,722     32,833    62,585     64,319
Operating expenses:                                              
Research and development  20,347     12,430     11,204    32,777     21,799
Selling, general and      24,504     19,383     13,289    43,887     24,657
administrative
Contingent consideration  —          —          (405)     —          (577)
Restructuring charges     2,635      13,090     —         15,725     —
Total operating expenses  47,486     44,903     24,088    92,389     45,879
Income from operations    (20,623)   (9,181)    8,745     (29,804)   18,440
Other income (expense):                                          
Warrant liability gain    (4,066)    1,282      (1,069)   (2,784)    (3,095)
(expense)
Interest expense          (1,622)    (586)      (200)     (2,208)    (426)
Other income              1,009      78         86        1,087      170
Total other income        (4,679)    774        (1,183)   (3,905)    (3,351)
(expense)
                                                                
Income (loss) before      (25,302)   (8,407)    7,562     (33,709)   15,089
income taxes
Income tax provision      (5,680)    (1,591)    2,142     (7,271)    5,613
(benefit)
Income (loss) from        (19,622)   (6,816)    5,420     (26,438)   9,476
continuing operations
Loss from discontinued    (2,500)    (2,105)    —         (4,605)    —
operations
Net income (loss)         $ (22,122) $ (8,921)  $ 5,420   $ (31,043) $ 9,476
                                                                
Net income (loss) per                                            
share:
Basic:                                                           
Income (loss) from        $ (0.42)   $ (0.15)   $ 0.12    $ (0.57)   $ 0.21
continuing operations
Loss from discontinued    (0.05)     (0.05)     —         (0.10)     —
operations
Income (loss) per share - $ (0.47)   $ (0.19)   $ 0.12    $ (0.67)   $ 0.21
basic
                                                                
Diluted:                                                         
Income (loss) from        $ (0.42)   $ (0.15)   $ 0.11    $ (0.57)   $ 0.20
continuing operations
Loss from discontinued    (0.05)     (0.05)     —         (0.10)     —
operations
Income (loss) per share - $ (0.47)   $ (0.19)   $ 0.11    $ (0.67)   $ 0.20
diluted
                                                                
Shares:                                                          
Basic                     46,808     46,517     45,789    46,656     45,649
Diluted                   46,808     46,517     47,168    46,656     46,986



M/A-COM TECHNOLOGY SOLUTIONS HOLDINGS, INC.
RECONCILIATION OF GAAP TO NON-GAAP RESULTS
(unaudited and in thousands, except per share data)

                                                                 
                      Three Months Ended
                      April 4, 2014       January 3, 2014    March 29, 2013
                                                                 
                      Amount            Amount           Amount  
Revenue - GAAP         $ 107,827          $ 84,154          $ 78,843 
Nitronex prior to      (362)              (686)             (1,019)  
acquisition
Revenue - Non-GAAP     $ 107,465          $ 83,468          $ 77,824 
                                                                 
                                %                %               %
                       Amount     Revenue  Amount    Revenue  Amount   Revenue
                                                                 
Gross profit - GAAP    $ 26,863   24.9%    $ 35,722  42.4%    $ 32,833 41.6%
Nitronex prior to      16         0.1      943       1.6      1,028    1.9
acquisition
Amortization expense   6,262      5.8      1,247     1.5      474      0.6
Non-cash compensation  426        0.4      283       0.3      292      0.4
expense
Equity-based           30         —        —         —        —        —
compensation
Acquisition FMV        18,003     16.8     536       0.6      —        —
step-up
Third-party            570        0.5      —         —        —        —
engineering costs
Integration costs and  822        0.8      139       0.2      —        —
synergy savings
Gross profit -         $ 52,992   49.3%    $ 38,870  46.6%    $ 34,627 44.5%
non-GAAP
                                                                 
Research and           $ 20,347   18.9%    $ 12,430  14.8%    $ 11,204 14.2%
Development - GAAP
Nitronex prior to      (438)      (0.5)    (985)     (1.1)    (1,054)  (1.2)
acquisition
Non-cash compensation  (728)      (0.7)    (484)     (0.6)    (484)    (0.6)
expense
Equity-based           (137)      (0.1)    —         —        —        —
compensation
Acquisition FMV        (183)      (0.2)    (72)      (0.1)    —        —
step-up
Integration costs and  (2,414)    (2.2)    (36)      —        —        —
synergy savings
Third-party            570        0.5      —         —        —        —
engineering costs
Research and           $ 17,017   15.8%    $ 10,853  13.0%    $ 9,666  12.4%
Development - non-GAAP
                                                                 
Selling, General and   $ 24,504   22.7%    $ 19,383  23.0%    $ 13,289 16.9%
Administrative - GAAP
Nitronex prior to      (191)      (0.4)    (494)     (0.3)    (584)    (0.7)
acquisition
Amortization expense   (476)      (0.4)    (366)     (0.4)    (315)    (0.4)
Non-cash compensation  (2,136)    (2.0)    (1,078)   (1.3)    (907)    (1.2)
expense
Equity-based           (214)      (0.2)    —         —        —        —
compensation
Acquisition FMV        (21)       —        (11)      —        —        —
step-up
Litigation costs       (440)      (0.4)    (964)     (1.2)    (156)    (0.2)
Transaction expenses   (250)      (0.2)    (4,222)   (5.1)    —        —
Integration costs and  (6,178)    (5.7)    (415)     (0.5)    (1,267)  (1.5)
synergy savings
Selling, General and
Administrative -       $ 14,598   13.6%    $ 11,833  14.2%    $ 10,060 12.9%
non-GAAP
                                                                 
Total operating        $ 47,486   44.0%    $ 44,903  53.4%    $ 24,088 30.6%
expenses - GAAP
Nitronex prior to      (629)      (0.6)    (1,479)   (1.3)    (1,638)  (1.8)
acquisition
Amortization expense   (476)      (0.4)    (366)     (0.4)    (315)    (0.4)
Non-cash compensation  (2,864)    (2.7)    (1,562)   (1.9)    (1,391)  (1.8)
expense
Equity-based           (351)      (0.3)    —         —        —        —
compensation
Acquisition FMV        (204)      (0.2)    (83)      (0.1)    —        —
step-up
Contingent
consideration and      —          —        —         —        405      0.5
earn-out costs
Restructuring charges  (2,635)    (2.5)    (13,090)  (15.7)   —        —
Integration costs and  (8,592)    (8.0)    (451)     (0.5)    (1,267)  (1.6)
synergy savings
Litigation costs       (440)      (0.4)    (964)     (1.2)    (156)    (0.2)
Transaction expenses   (250)      (0.2)    (4,222)   (5.1)    —        —
Third-party            570        0.5      —         —        —        —
engineering
Total operating        $ 31,615   29.4%    $ 22,686  27.2%    $ 19,726 25.3%
expenses - non-GAAP
                                                                 
Income (loss) from     $ (20,623) (19.1)%  $ (9,181) (10.9)%  $ 8,745  11.1%
operations - GAAP
Nitronex prior to      645        0.8      2,422     2.9      2,666    3.5
acquisition
Amortization expense   6,738      6.3      1,613     1.9      789      1.0
Non-cash compensation  3,290      3.1      1,845     2.2      1,683    2.2
expense
Equity-based           381        0.4      —         —        —        —
compensation
Contingent
consideration and      —          —        —         —        (405)    (0.5)
earn-out costs
Restructuring charges  2,635      2.5      13,090    15.7     —        —
Acquisition FMV        18,207     16.9     619       0.7      —        —
step-up
Litigation costs       440        0.4      964       1.2      156      0.2
Transaction expenses   250        0.2      4,222     5.1      —        —
Integration costs and  9,414      8.8      590       0.7      1,267    1.6
synergy savings
Income from operations $ 21,377   19.9%    $ 16,184  19.4%    $ 14,901 19.1%
- non-GAAP
                                                                 
Net income (loss) -    $ (22,122) (20.5)%  $ (8,921) (10.6)%  $ 5,420  6.9%
GAAP
Nitronex prior to      645        0.6      2,422     2.8      2,666    3.4
acquisition
Amortization expense   5,155      4.8      1,234     1.5      435      0.6
Non-cash compensation  2,517      2.3      1,411     1.7      1,397    1.8
expense
Equity-based           291        0.3      —         —        —        —
compensation
Contingent
consideration and      —          —        —         —        (241)    (0.3)
earn-out costs
Restructuring charges  2,016      1.9      10,014    12.0     —        —
Warrant liability      4,066      3.8      (1,282)   (1.5)    1,069    1.4
(gain) expense
Non-cash interest      91         0.1      91        0.1      39       0.1
expense
Acquisition FMV        13,061     12.2     474       0.6      —        —
step-up
Litigation costs       337        0.3      737       0.9      83       0.1
Integration costs and  7,201      6.7      451       0.5      793      1.0
synergy savings
Transaction expenses   191        0.2      3,346     4.0      —        —
Transition services    (741)      (0.7)    —         —        —        —
for divested business
Discontinued           2,500      2.3      2,105     2.5      —        —
operations
Net income - non-GAAP  $ 15,208   14.2%    $ 12,082  14.5%    $ 11,661 15.0%
                                                                 
Income from operations $ 21,377           $ 16,184          $ 14,901 
- non-GAAP
Depreciation expense   3,367              2,921             2,616    
Other income, net      40                 78                96       
EBITDA                 $ 24,784           $ 19,183          $ 17,613 
                      
                      Three Months Ended
                      April 4, 2014       January 3, 2014    March 29, 2013
                                  Income             Income            Income
                                  (loss)             (loss)            per
                      Amount     per      Amount    per      Amount   diluted
                                  diluted            diluted           share
                                  share              share
                                                                 
Net income (loss)      $ (22,122) $ (0.47) $ (8,921) $ (0.19) $ 5,420  $ 0.11
                                                                 
Net income - non-GAAP  $ 15,208   $ 0.32   $ 12,082  $ 0.25   $ 11,661 $ 0.24
                                                                 
Diluted shares - GAAP  46,808             46,517            47,168   
Incremental stock
options, warrants,     1,406              2,064             823      
restricted stock and
units
Diluted shares -       48,214             48,581            47,991   
non-GAAP



M/A-COM TECHNOLOGY SOLUTIONS HOLDINGS, INC.
RECONCILIATION OF GAAP TO NON-GAAP RESULTS
(unaudited and in thousands, except per share data)

                                                                   
                                      Six Months Ended
                                      April 4, 2014         March 29, 2013
                                                                   
                                      Amount              Amount   
Revenue - GAAP                         $ 191,981            $ 154,919 
Nitronex prior to acquisition          (1,048)              (2,081)   
Revenue - non-GAAP                     $ 190,933            $ 152,838 
                                                                   
                                                %                  %
                                       Amount     Revenue    Amount    Revenue
                                                                   
Gross profit - GAAP                    $ 62,585   32.6%      $ 64,319  41.5%
Nitronex prior to acquisition          959        0.7        1,807     1.8
Amortization expense                   7,509      3.9        948       0.6
Non-cash compensation expense          709        0.4        580       0.4
Equity-based compensation              30         —          —         —
Acquisition FMV step-up                18,539     9.7        —         —
Integration costs and synergy savings  961        0.5        —         —
Third-party engineering costs          570        0.3        —         —
Gross profit - non-GAAP                $ 91,862   48.1%      $ 67,654  44.3%
                                                                   
Research and Development - GAAP        $ 32,777   17.1%      $ 21,799  14.1%
Nitronex prior to acquisition          (1,423)    (0.8)      (1,826)   (1.1)
Non-cash compensation expense          (1,212)    (0.6)      (805)     (0.5)
Equity-based compensation              (137)      (0.1)      —         —
Acquisition FMV step-up                (255)      (0.1)      —         —
Integration costs and synergy savings  (2,450)    (1.3)      —         —
Third-party engineering costs          570        0.3        —         —
Research and Development - non-GAAP    $ 27,870   14.6%      $ 19,168  12.5%
                                                                   
Selling, General and Administrative -  $ 43,887   22.9%      $ 24,657  15.9%
GAAP
Nitronex prior to acquisition          (685)      (0.5)      (1,085)   (0.6)
Amortization expense                   (842)      (0.4)      (630)     (0.4)
Non-cash compensation expense          (3,214)    (1.7)      (1,561)   (1.0)
Equity-based compensation              (214)      (0.1)      —         —
Acquisition FMV step-up                (32)       —          —         —
Integration costs and synergy savings  (6,593)    (3.5)      (1,267)   (0.8)
Litigation costs                       (1,404)    (0.7)      (351)     (0.2)
Transaction expenses                   (4,472)    (2.3)      —         —
Selling, General and Administrative -  $ 26,431   13.8%      $ 19,763  12.9%
non-GAAP
                                                                   
Total operating expenses - GAAP        $ 92,389   48.1%      $ 45,879  29.6%
Nitronex prior to acquisition          (2,108)    (1.2)      (2,911)   (1.6)
Amortization expense                   (842)      (0.4)      (630)     (0.4)
Non-cash compensation expense          (4,426)    (2.3)      (2,366)   (1.5)
Equity-based compensation              (351)      (0.2)      —         —
Acquisition FMV step-up                (287)      (0.2)      —         —
Contingent consideration and earn-out  —          —          577       0.4
costs
Restructuring charges                  (15,725)   (8.2)      —         —
Integration costs and synergy savings  (9,043)    (4.7)      (1,267)   (0.8)
Litigation costs                       (1,404)    (0.7)      (351)     (0.2)
Transaction expenses                   (4,472)    (2.3)      —         —
Third-party engineering                570        0.3        —         —
Total operating expenses - non-GAAP    $ 54,301   28.4%      $ 38,931  25.5%
                                                                   
Income from operations - GAAP          $ (29,804) (15.5)%    $ 18,440  11.9%
Nitronex prior to Acquisition          3,067      1.8        4,718     3.4
Amortization expense                   8,351      4.4        1,578     1.0
Non-cash compensation expense          5,135      2.7        2,946     1.9
Equity-based compensation              381        0.2        —         —
Contingent consideration               —          —          (577)     (0.4)
Restructuring charges                  15,725     8.2        —         —
Acquisition FMV step-up                18,826     9.9        —         —
Integration costs and synergy savings  10,004     5.2        1,267     0.8
Litigation costs                       1,404      0.7        351       0.2
Transaction expenses                   4,472      2.3        —         —
Income from operations - non-GAAP      $ 37,561   19.7%      $ 28,723  18.8%
                                                                   
Net income (loss) - GAAP               $ (31,043) (16.2)%    $ 9,476   6.1%
Nitronex prior to acquisition          3,067      1.2        4,718     3.2
Amortization expense                   6,389      3.3        988       0.6
Non-cash compensation expense          3,928      2.1        2,282     1.5
Equity-based compensation              291        0.2        —         —
Contingent consideration               —          —          (361)     (0.2)
Restructuring charges                  12,030     6.3        —         —
Warrant liability expense              2,784      1.5        3,095     2.0
Non-cash interest expense              182        0.1        108       0.1
Acquisition FMV step-up                13,535     7.1        —         —
Integration costs and synergy savings  7,652      4.0        793       0.5
Litigation costs                       1,074      0.6        220       0.1
Transaction expenses                   3,537      1.9        —         —
Transition services for divested       (741)      (0.4)      —         —
business
Discontinued operations                4,605      2.4        —         —
Net income - non-GAAP                  $ 27,290   14.3%      $ 21,319  13.9%
                                                                   
                                                  Income               Income
                                      Amount     (loss) per Amount    per
                                                  diluted              diluted
                                                  share                share
Net income (loss) - GAAP               $ (31,043) $ (0.67)   $ 9,476   $ 0.20
                                                                   
Net income - non-GAAP                  $ 27,290   $ 0.57     $ 21,319  $ 0.45
                                                                   
Diluted shares - GAAP                  46,656               46,986    
Incremental stock options, warrants,   1,412                769       
restricted stock and units
Diluted shares - non-GAAP              48,068               47,755    



M/A-COM TECHNOLOGY SOLUTIONS HOLDINGS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited and in thousands)

                                                        
                                               April 4,  September 27,
                                               2014      2013
ASSETS                                                   
Current assets:                                          
Cash and cash equivalents                       $ 63,139  $ 110,488
Accounts receivable, net                        67,913    63,526
Inventories                                     71,937    54,908
Deferred income taxes and other                 47,660    17,525
Total current assets                            250,649   246,447
Property and equipment, net                     48,268    32,735
Goodwill and intangible assets, net             187,769   31,548
Deferred income taxes and other                 79,592    5,905
TOTAL ASSETS                                    $ 566,278 $ 316,635
                                                        
LIABILITIES AND STOCKHOLDERS' EQUITY                     
Current liabilities:                                     
Notes payable                                   $ 4,532   $ —
Accounts payable, accrued liabilities and other 69,874    42,927
Deferred revenue                                15,023    9,231
Total current liabilities                       89,429    52,158
Revolving credit facility                       245,000   —
Common stock warrant liability                  14,657    11,873
Deferred income taxes and other                 8,249     5,463
Total liabilities                               357,335   69,494
Commitments and contingencies                            
Stockholders' equity                            208,943   247,141
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY      $ 566,278 $ 316,635

                                      

M/A-COM TECHNOLOGY SOLUTIONS HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited and in thousands)

                                               
                                               Six Months Ended
                                               April 4,   March 29,
                                               2014       2013
                                                         
CASH FLOWS FROM OPERATING ACTIVITIES:                     
Net income (loss)                               $ (31,043) $ 9,476
Non-cash adjustments                            42,714     13,279
Payment of contingent consideration             —          (5,328)
Change in operating assets and liabilities      (16,918)   1,169
Net cash from operating activities              (5,247)    18,596
CASH FLOWS FROM INVESTING ACTIVITIES:                     
Acquisition of businesses, net                  (258,108)  —
Sale of a business                              9,204      —
Purchases of property and equipment             (5,608)    (5,068)
Acquisition of intellectual property            (4,096)    —
Net cash used in investing activities           (258,608)  (5,068)
CASH FLOWS FROM FINANCING ACTIVITIES:                     
Proceeds from revolving credit facility         245,000    —
Payment of assumed debt                         (34,952)   —
Capital contributions                           3,200      3,795
Payment of contingent consideration             —          (675)
Financing activities                            3,258      2,136
Net cash from financing activities              216,506    5,256
NET CHANGE IN CASH AND CASH EQUIVALENTS         (47,349)   18,784
CASH AND CASH EQUIVALENTS — Beginning of period 110,488    84,600
CASH AND CASH EQUIVALENTS — End of period       $ 63,139   $ 103,384

CONTACT: Company Contact:
         M/A-COM Technology Solutions Holdings, Inc.
         Robert J. McMullan
         Senior Vice President and Chief Financial Officer
         P: 978-656-2753
         E: bob.mcmullan@macom.com
        
         Investor Relations Contact:
         Shelton Group
         Leanne K. Sievers
         EVP, Investor Relations
         P: 949-224-3874
         E: lsievers@sheltongroup.com

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