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8-K/A - FORM 8-K AMENDMENT NO. 1 - MACOM Technology Solutions Holdings, Inc.d719476d8ka.htm
EX-99.2 - EX-99.2 - MACOM Technology Solutions Holdings, Inc.d719476dex992.htm
EX-23.1 - EX-23.1 - MACOM Technology Solutions Holdings, Inc.d719476dex231.htm

Exhibit 99.1

INDEX TO NITRONEX, LLC FINANCIAL STATEMENTS

AS OF AND FOR THE YEAR ENDED DECEMBER 31, 2013

 

Report of Independent Auditors

Financial Statements:

Balance Sheet

Statement of Operations

Statement of Equity

Statement of Cash Flows

Notes to Financial Statements


Report of Independent Auditors

To the Member of

Nitronex, LLC

Morrisville, North Carolina

We have audited the accompanying financial statements of Nitronex, LLC (the “Company”), which comprise the balance sheet as of December 31, 2013, and the related statements of operations, equity, and cash flows for the year then ended, and the related notes to the financial statements.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Nitronex, LLC as of December 31, 2013, and the results of its operations and its cash flows for the year then ended in accordance with accounting principles generally accepted in the United States of America.

/s/ Deloitte & Touche LLP

Boston, Massachusetts

May 1, 2014


NITRONEX, LLC

BALANCE SHEET

AS OF DECEMBER 31, 2013

(in thousands)

 

ASSETS

  

Current assets:

  

Cash

   $ 48   

Accounts receivable, net

     644   

Inventories

     966   

Prepaid expenses and other current assets

     53   
  

 

 

 

Total current assets

     1,711   

Property and equipment, net

     1,135   

Goodwill

     2,760   

Intangible assets, net

     6,609   
  

 

 

 

Total assets

   $ 12,215   
  

 

 

 

LIABILITIES AND EQUITY

  

Current liabilities:

  

Accounts payable

   $ 852   

Accrued liabilities

     582   

Deferred revenue

     330   
  

 

 

 

Total current liabilities

     1,764   

Other long-term liabilities

     456   

Commitments and contingencies (Note 8)

  

Equity:

  

Member’s capital

     24,180   

Accumulated deficit

     (14,185
  

 

 

 

Total equity

     9,995   
  

 

 

 

Total liabilities and equity

   $ 12,215   
  

 

 

 

See notes to financial statements.


NITRONEX, LLC

STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2013

(in thousands)

 

Revenue

   $ 3,977   

Cost of revenue

     7,428   
  

 

 

 

Gross profit (loss)

     (3,451
  

 

 

 

Operating expenses:

  

Research and development

     4,170   

Selling, general and administrative

     1,754   

Restructuring charges

     110   
  

 

 

 

Total operating expenses

     6,034   
  

 

 

 

Net loss

   $ (9,485
  

 

 

 

See notes to financial statements.


NITRONEX, LLC

STATEMENT OF EQUITY

YEAR ENDED DECEMBER 31, 2013

(in thousands)

 

     Member’s
Capital
     Accumulated
Deficit
    Total  

Balance - January 1, 2013

   $ 15,315       $ (4,700   $ 10,615   

Capital contributions

     8,865           8,865   

Net loss

        (9,485     (9,485
  

 

 

    

 

 

   

 

 

 

Balance - December 31, 2013

   $ 24,180       $ (14,185   $ 9,995   
  

 

 

    

 

 

   

 

 

 

See notes to financial statements.


NITRONEX, LLC

STATEMENT OF CASH FLOWS

YEAR ENDED DECEMBER 31, 2013

(in thousands)

 

CASH FLOWS FROM OPERATING ACTIVITIES:

  

Net loss

   $ (9,485

Adjustments to reconcile loss to net cash from operating activities:

  

Depreciation and amortization

     1,470   

Change in operating assets and liabilities:

  

Accounts receivable

     58   

Inventories

     20   

Prepaid expenses and other current assets

     (48

Accounts payable

     (244

Accrued and other long-term liabilities

     (93

Deferred revenue

     (105
  

 

 

 

Net cash from operating activities

     (8,427

CASH FLOWS FROM INVESTING ACTIVITIES -

  

Purchases of property and equipment

     (451
  

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES-

  

Contributions from GaAs Labs LLC

     8,865   
  

 

 

 

NET DECREASE IN CASH

     (13

CASH - Beginning of year

     61   
  

 

 

 

CASH - End of year

   $ 48   
  

 

 

 

See notes to financial statements.


NITRONEX, LLC

NOTES TO FINANCIAL STATEMENTS

AS OF AND FOR THE YEAR ENDED DECEMBER 31, 2013

1. NATURE OF BUSINESS

Nitronex, LLC is a developer of gallium nitride (GaN) based semiconductors headquartered in North Carolina.

On June 25, 2012, GaAs Labs, LLC (GaAs Labs) acquired Nitronex Corporation, which subsequently converted to a limited liability company and changed its name to Nitronex, LLC (the Company or Nitronex). On February 13, 2014, M/A-COM Technology Solutions Inc., a subsidiary of M/A-COM Technology Solutions Holdings, Inc. (MACOM), acquired Nitronex from GaAs Labs for $26.1 million of cash, which includes $3.9 million held on account by a third-party escrow agent pending any claims by MACOM in connection with general representation matters made by GaAs Labs in the sale. The escrow agreement expires in August 2015, at which point if no claims are made, all amounts will be paid to GaAs Labs. GaAs Labs is a stockholder in MACOM and GaAs Labs, Nitronex and MACOM were under common control from June 25, 2012 through February 13, 2014 due to common controlling stockholder. Nitronex has operated at a loss since June 25, 2012 and has relied upon funding from GaAs Labs and, after February 13, 2014, MACOM.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities during the reporting periods, the reported amounts of revenue and expenses during the reporting periods, and the disclosure of contingent assets and liabilities at the date of the financial statements. On an ongoing basis, the Company bases 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.

Accounts Receivable - Accounts receivable are stated net of an allowance for estimated uncollectible accounts, which is determined by establishing reserves for specific accounts and considering historical and estimated probable losses.

Inventories - Inventories are stated at the lower of cost or market and are recorded on a first-in, first-out basis. The cost of finished goods and work-in-process inventory is composed of material, labor and manufacturing overhead. In addition to stating inventory at the lower of cost or market, the Company also evaluates inventory each reporting period for excess quantities and obsolescence, establishing reserves when necessary based upon historical experience, assessment of economic conditions and expected demand. Once recorded, these reserves are considered permanent adjustments to the carrying value of inventory.

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

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

 

Asset Classification

  

Estimated Useful Life In Years

Machinery and equipment    5
Computer equipment and software    3
Furniture and fixtures    7
Leasehold improvements    Shorter of useful life or term of lease

Goodwill and Intangible Assets - The Company has intangible assets with indefinite and definite lives. Goodwill, which was acquired in a business combination, is an indefinite-lived assets and is not subject to amortization. Goodwill is reviewed for impairment annually and more frequently if events or changes in circumstances indicate that the assets may be impaired. If impairment exists, a loss would be recorded to write down the value of goodwill to its implied fair values. There have been no impairments of goodwill through December 31, 2013. The Company’s other intangible assets, including acquired technology and customer relationships, are definite-lived assets and are subject to amortization. The Company amortizes definite-lived assets over their estimated useful lives, which range from 7 to 10 years, based on the pattern over which the Company expects to receive the economic benefit from these assets.


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

In evaluating an asset for recoverability, the Company estimates the undiscounted cash flows expected to result from the Company’s use and eventual disposition of the asset. If the sum of the expected undiscounted cash flows is less than the carrying amount of the asset, an impairment loss, equal to the excess of the carrying amount over the fair value of the asset, is recognized. There have been no impairments of long-lived assets in 2013.

Revenue Recognition - Revenue from the sale of products is recognized when persuasive evidence of an arrangement exists, delivery has occurred, the price to the buyer is fixed or determinable, and collectability is reasonably assured. Provided other revenue recognition criteria are met, product revenue is recognized upon transfer of title and risk of loss, which is generally upon shipment. The Company has distribution agreements that provide distributors with rights to return certain products and price protection on certain products. The Company is unable to estimate the amount of its products that may be returned by such distributors until the distributors have sold the products to third-party customers, at which point the return rights lapse. Accordingly, the Company defers the recognition of revenue on shipments of returnable products until the products are sold by the distributors to third-party customers. The Company defers both the revenue recognition and related cost of revenue on these products by recording the revenue as deferred revenue and the associated cost remains recorded in inventory in the accompanying balance sheet. When these products are sold to a distributor’s customers, the Company recognizes the revenue and associated cost of revenue. As of December 31, 2013, $74,000 of product costs pertaining to deferred revenue from distributors were included in inventories as finished goods in the accompanying balance sheet. Shipping and handling fees billed to customers are recorded as revenue while the related costs are classified as a component of costs of revenue. The Company provides warranties for its products and accrues the estimated costs of warranty claims in the period the related revenue is recorded.

One customer represented 72% of revenue in 2013 and 59% of accounts receivable as of December 31, 2013. Another customer represented 21% of accounts receivable as of December 31, 2013. No other customer represented 10% or more of revenue in 2013 or accounts receivable as of December 31, 2013.

Advertising Costs - Advertising costs, which are not material, are expensed as incurred.

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

Income Taxes - The Company elected, for U.S. income tax purposes, to be taxed as a limited-liability company. As such, federal and state income taxes are the responsibility of the member and no provision for income taxes is recorded in the financial statements.

Asset Retirement Obligations - The Company recognizes the fair value of a liability for an asset retirement obligation in the period in which it is incurred when a reasonable estimate of fair value can be made. The fair value of the liability is added to the carrying amount of the associated asset and this additional carrying amount is amortized over the life of the asset.

Changes in the fair value of a liability for an asset retirement obligation due to the passage of time are measured by applying an interest method of allocation. Under this method, changes in fair value due to the passage of time are recognized as an increase in the liability and as accretion expense in the same expense category for which the asset relates. Changes in fair value resulting from revisions to the timing or the amount of the original estimate of undiscounted cash flows are recognized as an increase or a decrease in the carrying amounts of the liability and associated asset.

Fair Value Measurements - Financial assets and liabilities are measured at fair value. Fair value is an exit price, representing the amount that would be received from the sale of an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the Company groups financial assets and liabilities in a three-tier fair value hierarchy, according to the inputs used in measuring fair value as follows: Level 1-observable inputs such as quoted prices in active markets for identical assets and liabilities;


Level 2-inputs other than quoted prices in active markets that are observable either directly or indirectly, such as quoted prices in active markets for similar assets and liabilities, quoted prices for identical assets and liabilities in markets that are not active, and model-based valuation techniques for which significant assumptions are observable in active markets; and Level 3-unobservable inputs for which there is little or no market data, requiring the Company to develop its own assumptions for model-based valuation techniques. This hierarchy requires the Company to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value.

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

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

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

The Company has procurement or license agreements with respect to technology that is used in its products and agreements in which the Company obtains rights to a product from an OEM. Under some of these agreements, the Company has agreed to indemnify the supplier for certain claims that may be brought against such party with respect to the Company’s acts or omissions relating to the supplied products or technologies.

The Company has not experienced any losses related to these indemnification obligations in 2013, and no claims with respect thereto were outstanding as of December 31, 2013. The Company does not expect significant claims related to these indemnification obligations and, consequently, has concluded that the fair value of these obligations is negligible. No liabilities related to indemnification liabilities have been established.

Evaluation of Subsequent Events - Management has evaluated subsequent events involving the Company for potential recognition or disclosure in the accompanying audited financial statements through May 1, 2014. Subsequent events are events or transactions that occurred after the balance sheet date but before the accompanying financial statements are issued.

3. MERGER AND ACQUISITION

Acquisition of Nitronex - On June 25, 2012, GaAs Labs acquired 100% of the outstanding voting stock of Nitronex in exchange for $2.1 million previously advanced by GaAs Labs as notes payable and the assumption liabilities aggregating $11.2 million (the Acquisition). The Acquisition was accounted for as a purchase.

In the Acquisition, all assets acquired and liabilities assumed were recognized based upon the fair value of such assets and liabilities measured as of the date of acquisition. The aggregate purchase price was allocated to the tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values at the date of acquisition as follows (in thousands):

 

Current assets

   $ 1,184   

Intangible and other assets

     9,330   
  

 

 

 

Total assets acquired

     10,514   

Current liabilities

     4,219   

Debt

     6,532   

Other liabilities

     457   
  

 

 

 

Total liabilities assumed

     11,208   
  

 

 

 

Net assets acquired

     (694

Consideration:

  

Previously advanced notes payable

     2,066   
  

 

 

 

Goodwill

   $ 2,760   
  

 

 

 


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

 

Technology

   $ 7,600   

Customer relationships

     750   
  

 

 

 
   $ 8,350   
  

 

 

 

The overall weighted-average life of the identified intangible assets acquired in the acquisition was seven years and the assets are being amortized straight-line over their estimated useful lives.

4. INVENTORIES

Inventories consist of the following as of December 31, 2013 (in thousands):

 

Raw materials

   $ 278   

Work-in-process

     200   

Finished goods

     488   
  

 

 

 

Total

   $ 966   
  

 

 

 

5. PROPERTY AND EQUIPMENT

Property and equipment consists of the following as of December 31, 2013 (in thousands):

 

Machinery and equipment

   $ 1,396   

Leasehold improvements

     78   

Furniture and fixtures

     62   

Construction in process

     14   

Computer equipment and software

     32   
  

 

 

 

Total property and equipment

     1,582   

Less accumulated depreciation and amortization

     (447
  

 

 

 

Property and equipment - net

   $ 1,135   
  

 

 

 

Depreciation and amortization expense related to property and equipment for 2013 was $310,000.

6. EMPLOYEE BENEFIT PLANS

The Company has an established defined contribution savings plan under Section 401(k) of the Internal Revenue Code covering substantially all U.S. employees who meet minimum age and service requirements, and allows participants to defer a portion of their annual compensation on a pretax basis, subject to legal limitations. Company contributions to the plan are discretionary and the contribution made for 2013 aggregated $84,000, which was paid in February 2014.


7. ACCRUED LIABILITIES

Accrued liabilities consist of the following as of December 31, 2013 (in thousands):

 

Compensation and benefits

   $ 276   

Asset retirement obligations

     125   

Deferred rent

     73   

Product warranty

     44   

Distribution costs

     14   

Other

     50   
  

 

 

 

Total

   $ 582   
  

 

 

 

8. COMMITMENTS AND CONTINGENCIES

Operating Leases - The Company has non-cancelable operating lease agreements for office, research and development and manufacturing space in the United States. The Company also has operating leases for certain equipment. These lease agreements expire at various dates through 2020 and certain agreements contain provisions for extension at substantially the same terms as currently in effect. Any lease escalation clauses, rent abatements and/or concessions, such as rent holidays and landlord or tenant incentives or allowances, are included in the determination of straight-line rent expense over the lease term.

Future minimum lease payments for the next five years as of December 31, 2013 are as follows (in thousands):

 

2014

   $ 184   

2015

     209   

2016

     215   

2017

     221   

2018

     228   

Thereafter

     275   
  

 

 

 

Total minimum lease payments

   $ 1,332   
  

 

 

 

Rent expense incurred under non-cancelable operating leases was $504,000 in 2013.

The Company is obligated under certain facility leases to restore those facilities to the condition in which the Company or its predecessors first occupied the facilities. The Company is required to remove leasehold improvements and equipment installed in these facilities prior to termination of the leases. The estimated costs for the removal of these assets are recorded as asset retirement obligations and aggregated $125,000 as of December 31, 2013.

9. RESTRUCTURINGS

The Company has periodically implemented restructuring actions to reduce staffing and related internal manufacturing and operating costs. The restructuring expenses relate to direct and incremental costs for severance and outplacement fees for the terminated employees, as well as a lease termination charge in 2013 of $110,000 incurred to exit a facility. The following is a summary of the costs incurred and remaining balances included in accrued expenses related to restructuring actions taken (in thousands):

 

Balance of accrued costs - January 1, 2013

   $ 15   

Current period charges

     110   

Payments

     (125
  

 

 

 

Balance of accrued costs - December 31, 2013

   $ —     
  

 

 

 

10. INTANGIBLE ASSETS

In connection with the Acquisition in 2012, the Company recorded goodwill of $2.8 million, which was unchanged as of December 31, 2013.


Definite-lived intangible assets consist of the following as of December 31, 2013 (in thousands):

 

     Total     Acquired
Technology
    Customer
Relationships
    Weighted-
Average
Remaining Life
(Years)

Intangible assets

   $ 8,350      $ 7,600      $ 750      6

Less accumulated amortization

     (1,741     (1,628     (113  
  

 

 

   

 

 

   

 

 

   

Intangible assets, net

   $ 6,609      $ 5,972      $ 637     
  

 

 

   

 

 

   

 

 

   

Amortization expense in 2013 related to amortized intangible assets is as follows (in thousands):

 

Cost of revenue

   $ 1,085   

Selling, general and administrative

     75   
  

 

 

 

Total

   $ 1,160   
  

 

 

 

Estimated amortization of the intangible assets in future fiscal years as of December 31, 2013 (in thousands):

 

2014

   $ 1,160   

2015

     1,160   

2016

     1,160   

2017

     1,160   

2018

     1,160   

Thereafter

     809   
  

 

 

 

Total

   $ 6,609   
  

 

 

 


11. RELATED-PARTY TRANSACTIONS

In 2013, revenue earned from MACOM aggregated $35,000.