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M/A-COM TECHNOLOGY SOLUTIONS HOLDINGS, INC. - 10-Q - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

February 12, 2014

You should read the following discussion of our financial condition and results of operations 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 27, 2013 filed with the Securities and Exchange Commission (SEC) on December 5, 2013.

M/A-COM Technology Solutions Holdings, Inc. and its subsidiaries are collectively referred to herein as the "Company," "we," "us" or "our."

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" within the meaning of the Private Securities Litigation Reform Act of 1995. In addition, we may make other written and oral communications from time to time that contain such statements. Forward-looking statements include statements as to industry trends and our future expectations and other matters that do not relate strictly to historical facts. These statements are often identified by the use of words such as "may," "will," "expect," "believe," "anticipate," "intend," "could," "estimate," or "continue," and similar expressions or variations. These statements are based on management's beliefs and assumptions as of the date of this report, based on information currently available to us. 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 herein in Part II. Item 1A, "Risk Factors" and in the section entitled "Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended September 27, 2013 as filed with the SEC on December 5, 2013. We caution the reader to carefully consider such factors. Furthermore, such forward-looking statements speak only as of the date of this report. We undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date of such statements.

Overview

We are a leading provider of high-performance analog semiconductor solutions for use in wireless and wireline applications across the radio frequency (RF), microwave and millimeterwave spectrum. We leverage our system-level expertise to design and manufacture differentiated, high-value products for customers who demand high performance, quality and reliability. The diversity and depth of our business across technologies, products, applications, end markets and geographies provide us with opportunities for growth and enable us to develop broad relationships with our customers. We offer over 3,000 standard and custom devices, which include integrated circuits (ICs), multi-chip modules, power pallets and transistors, diodes, switches and switch limiters, crosspoint switches, signal conditioners, optical physical media devices, passive and active components and complete subsystems, across 40 product lines serving over 6,000 end customers in five large primary markets with opportunities for long-term future growth. Our semiconductor products are electronic components that our customers incorporate into their larger electronic systems, such as point-to-point radios, radar, optical transceivers, broadband access networking equipment, metropolitan and wide-area networking equipment, automobile navigation systems, cable television (CATV) set-top boxes, magnetic resonance imaging systems and unmanned aerial vehicles. Our primary markets are Carrier Networks, which includes CATV, cellular backhaul, cellular infrastructure and optical communications applications; Aerospace and Defense (A&D); Automotive, which includes global positioning modules (GPS) we sell to the automotive industry; Multi-market, which includes industrial, medical, mobile communications and scientific applications; and, with the acquisition of Mindspeed, we entered a fifth market, Enterprise, which includes enterprise networking and broadcast video transmission applications. While we entered the Enterprise market with the acquisition of Mindspeed, Mindspeed solutions also serve Carrier Networks and Multi-Market.

We have one reportable operating segment, semiconductors and modules. We have a 52 or 53-week fiscal year ending on the Friday closest to September 30. The three months ended January 3, 2014 includes 14 weeks and fiscal year 2014 will include 53 weeks. The three months ended December 28, 2012 included 13 weeks and fiscal year 2013 included 52 weeks. To offset the effect of holidays, we include the extra week arising in our fiscal year in the first fiscal quarter, the effect of which is not material.

On December 18, 2013, we completed the acquisition of Mindspeed (Mindspeed Acquisition), a supplier of semiconductor solutions for communications infrastructure applications located in Newport Beach, California. We believe Mindspeed aligns with our core growth strategy in networking and optical markets, has a high-performance analog business model that is consistent with our target model for higher margin products with long product lifecycles and long-standing customer relationships, complements our existing business with an established footprint in the Asia-Pacific markets and expands our addressable market for silicon-germanium (SiGe) products and technology. The operations of Mindspeed have been included in our consolidated financial statements since the date of acquisition.

Upon closing the Mindspeed Acquisition, we decided to divest the wireless business of Mindspeed. The operations of the wireless business are included in discontinued operations and the assets of the wireless business are presented as assets held for sale.

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Description of Our Revenue, Cost of Revenue and Expenses

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

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

engaging early with our lead customers to develop products and solutions that can be driven across multiple growth markets; leveraging our core strength and leadership position in standard, catalog products that service all of our end applications; increasing content of our semiconductor solutions in our customers' systems through cross-selling of our more than 50 product lines; introducing new products with market reception that command higher prices based on the application of advanced technologies such as Gallium Nitride (GaN), added features, higher levels of integration and improved performance; and realizing growth in the market for high-performance analog semiconductors generally, and in our five primary markets in particular.



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

We expect growth in the Carrier Networks market to be primarily driven by continued upgrades and expansion of communications equipment to support expansion in Internet traffic, driven by the proliferation of mobile computing devices such as smartphones and tablets coupled with bandwidth rich services such as video on demand and cloud computing.

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

We expect continued strength in the Automotive market subject to fluctuations in our largest customer's market share and overall macroeconomic conditions.

The Multi-market is our most diverse market, and we expect steady growth over the long term in this market for our multi-purpose catalog products.

We expect the growth in Enterprise to be driven by the demand for higher bandwidth wired and wireless services, the rapid adoption of cloud-based services, and the migration to an application centric architecture, which we expect will drive faster adoption of higher speed, low latency optical and wireless links.

We believe GaN technology will be a key long-term enabler in growth applications across a number of our commercial and defense-related markets, and that we are well-positioned to differentiate ourselves from competitors in the GaN market in the future by providing customers with a secure, dual source supply chain for high performance GaN devices.

Cost of revenue. Cost of revenue consists primarily of the cost of semiconductor wafers and other materials used in the manufacture of our products, and the cost of assembly and testing of our products, whether performed by our internal manufacturing personnel or outsourced vendors. Cost of revenue also includes costs associated with personnel engaged in our manufacturing operations, such as wages and share-based compensation expense, as well as costs and overhead related to our manufacturing operations, including lease occupancy and utility expense related to our manufacturing operations, depreciation, production computer services and equipment costs, and the cost of our manufacturing quality assurance and supply chain activities. Further, cost of revenue includes the impact of warranty and inventory adjustments, including write-downs for excess and obsolete inventory as well as amortization of intangible assets related to acquired technology.

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Our gross margin in any period is significantly affected by industry demand and competitive factors in the markets into which we sell our products. Gross margin is also significantly affected by our product mix, that is, the percentage of our revenue in that period that is attributable to relatively higher or lower-margin products. Additional factors affecting our gross margin include fluctuations in the cost of wafers and materials, including precious metals, utilization of our wafer fabrication operation, or fab, level of usage of outsourced manufacturing, assembly and test services, changes in our manufacturing yields, changes in foreign currencies and numerous other factors, some of which are not under our control. As a result of these or other factors, we may be unable to maintain or increase our gross margin in future periods and our gross margin may fluctuate from period to period.

Gross margin was 43.9% and 43.0% for the three months ended January 3, 2014 and December 28, 2012, respectively. Over the long-term we generally expect improvement in our gross margin as we continue implementing cost savings initiatives, execute on our new product development and sales and marketing strategies and experience higher volumes.

Research and development. Research and development (R&D) expense consists primarily of costs relating to our employees engaged in the design and development of our products and technologies, including wages and share-based compensation. R&D expense also includes costs for consultants, facilities, services related to supporting computer design tools used in the engineering and design process, prototype development and project materials. We expense all research and development costs as incurred. We have made a significant investment in R&D since March 2009 and expect to maintain or increase the dollar amount of R&D investment in future periods, although amounts may increase or decrease in any individual quarter.

Selling, general and administrative. Selling, general and administrative (SG&A) expense consists primarily of costs of our management, sales and marketing, finance, human resources and administrative organizations, including wages and share-based compensation. SG&A expense also includes costs associated with being a public company, professional fees, sales commissions paid to independent sales representatives, costs of advertising, trade shows, marketing, promotion, travel, occupancy and equipment costs, computer services costs, costs of providing customer samples and amortization of certain acquisition-related intangible assets relating to customer relationships.

Contingent consideration. We have partially funded the acquisition of businesses through contingent earn-out consideration in which we have agreed to pay contingent amounts to the previous owners of acquired businesses based upon those businesses achieving contractual milestones. We record these obligations as liabilities at fair value and any changes in fair value are reflected in our earnings. As of January 3, 2014, we have no outstanding obligations.

Restructuring charges. Restructuring expense consists of severance and related costs incurred in connection with reductions in staff relating to initiatives designed to lower our manufacturing and operating costs and integrate acquired businesses, including restructuring actions taken following the Mindspeed Acquisition.

Other income (expense). Other income (expense) consists of our common stock warrant liability expense and/or gain, our Class B conversion liability expense that was settled in March 2012, interest expense and income from our administrative and business development services agreement with GaAs Labs, which is an affiliate of our directors and majority stockholders John and Susan Ocampo. We expect interest expense to be higher in future periods after borrowing on our revolving credit facility to partially fund the Mindspeed Acquisition.

Critical Accounting Policies and Estimates

Our discussion and analysis of our financial condition and results of operations are based on our consolidated financial statements. The preparation of financial statements, in conformity with generally accepted accounting principles in the U.S. (GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. By their nature, these estimates and judgments are subject to an inherent degree of uncertainty. On an ongoing basis, we re-evaluate our judgments and estimates. 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. The accounting policies which our management believes involve the most significant application of judgment, or involve complex estimation, include revenue recognition, inventory, warranty obligations, share-based compensation, income taxes and fair value measurements related to acquisitions of businesses and common stock warrant liabilities. Actual results could differ from those estimates, and material effects on our operating results and financial position may result.

For a description of the accounting policies which, in our opinion, involve the most significant application of judgment, or involve complex estimation, and which could, if different judgments or estimates were made, materially affect our reported results of operations, see "Management's Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Policies and Estimates" in our Annual Report on Form 10-K for the fiscal year ended September 27, 2013.

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As discussed in Part II, Item 1A. "Risk Factors", as an emerging growth company and pursuant to Section 102(6)(1) of the JOBS Act, we have elected to delay adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies, and thus our financial statements may not be comparable to those of other companies that comply with public company effective dates.

Results of Operations

The following table sets forth, for the periods indicated, our statement of operations data, inclusive of results for 14 weeks for the three months ended January 3, 2014 and 13 weeks for the three months ended December 28, 2012 (in thousands): Three Months Ended January 3, December 28, 2014 2012 Revenue $ 83,468$ 75,014 Cost of revenue (1) 46,803 42,749 Gross profit 36,665 32,265 Operating expenses: Research and development (1) 11,445 9,823 Selling, general and administrative (1) (3) 18,889 10,867 Contingent consideration - (172 ) Restructuring charges 13,090 - Total operating expenses 43,424 20,518 Income (loss) from operations (6,759 ) 11,747 Other income (expense): Warrant liability gain (expense) (2) 1,282 (2,026 ) Interest expense (1) (586 ) (226 ) Other income - related party 78 84 Total other income (expense) 774 (2,168 ) Income (loss) before income taxes (5,985 ) 9,579 Income tax provision (benefit) (1,591 ) 3,471 Income (loss) from continuing operations (4,394 ) 6,108 Loss from discontinued operations (2,105 ) $ - Net income (loss) $ (6,499 )$ 6,108



(1) Amortization expense related to intangible assets arising from acquisitions,

non-cash compensation expense, potential earn-out payments and amortization of deferred financing costs recorded as interest expense included in our consolidated statements of operations is set forth below (in thousands): Three Months Ended January 3, December 28, 2014 2012 Amortization expense: Cost of revenue $ 1,247 $ 474 Selling, general and administrative 366 315 Share-based compensation expense: Cost of revenue 283 288 Research and development 484 321 Selling, general and administrative 1,078 654 Amortization of deferred financing costs - interest expense 119 99



(2) Represents changes in the fair value of common stock warrants recorded as

liabilities and adjusted each reporting period to fair value.



(3) Includes Mindspeed Acquisition related costs of $4.2 million in the three

months ended January 3, 2014 and litigation costs of $1.0 million and $0.2 million, respectively, incurred in the three months ended January 3, 2014 and December 28, 2012. 20



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

Three Months Ended January 3, December 28, 2014 2012 Revenue 100.0 % 100.0 % Cost of revenue 56.1 57.0 Gross margin 43.9 43.0 Operating expenses: Research and development 13.7 13.1 Selling, general and administrative 22.6 14.5 Contingent consideration - (0.2 ) Restructuring charges 15.7 - Total operating expenses 52.0 27.4 Income (loss) from operations (8.1 ) 15.7 Other income (expense): Warrant liability gain (expense) 1.5 (2.7 ) Interest expense (0.7 ) (0.3 ) Other income - related party 0.1 0.1 Total other income (expense) 0.9 (2.9 ) Income (loss) before income taxes (7.2 ) 12.8 Income tax provision (benefit) (1.9 ) 4.6 Income (loss) from continuing operations (5.3 ) 8.1 Loss from discontinued operations (2.5 ) - Net income (loss) (7.8 )% 8.1 %



Comparison of the Three Months Ended January 3, 2014 to the Three Months Ended December 28, 2012

Revenue. Our revenue increased $8.5 million, or 11.3%, to $83.5 million for the three months ended January 3, 2014 from $75.0 million for the three months ended December 28, 2012. The increase in revenue in the 2014 period was primarily due to growth in our products targeting wireless backhaul applications and optical in our Carrier Networks market, as well as growth in our A&D market for radar products. These increases were partially offset by soft demand in Multi-Markets, which we believe primarily reflects softness in regional capital spending in telecommunications.

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

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Table of Contents Three Months Ended January 3, December 28, % 2014 2012 Change Carrier Networks $ 22,634$ 17,435 29.8 % A&D 23,539 20,794 13.2 % Automotive 21,339 21,144 0.9 % Multi-Market 15,410 15,641 (1.5 )% Enterprise 546 - 100.0 % Total $ 83,468$ 75,014 Carrier Networks 27.1 % 23.2 % A&D 28.2 % 27.7 % Automotive 25.6 % 28.2 % Multi-Market 18.5 % 20.9 % Enterprise 0.7 % - % Total 100.0 % 100.0 %



In the three months ended January 3, 2014, our Carrier Networks market revenue increased by $5.2 million, or 29.8%, compared to the three months ended December 28, 2012, primarily due to increased sales of our products targeting wireless backhaul applications and optical, partially offset by weakness in CATV product sales.

In the three months ended January 3, 2014, our A&D market revenue increased by $2.7 million, or 13.2%, compared to the three months ended December 28, 2012, primarily due to demand for satellite datalink products.

In the three months ended January 3, 2014, our Automotive revenues increased by $0.2 million, or 0.9%, compared to the three months ended December 28, 2012, which we attribute to steady demand by our largest automotive customer of our GPS modules across the majority of its fleet.

In the three months ended January 3, 2014, our Multi-market revenues decreased by $0.2 million, or 1.5%, compared to the three months ended December 28, 2012, primarily due to a continued ramp down of certain higher volume consumer targeted products and lower demand for our catalog products for test and measurement applications.

In the three months ended January 3, 2014, our Enterprise market contributed $0.5 million in revenue.

Gross margin. Gross margin was 43.9% for the three months ended January 3, 2014 and 43.0% for the three months ended December 28, 2012. Gross margin in the fiscal 2014 period compared to the fiscal 2013 period was positively impacted by product mix resulting from sales of higher margin products, which was partially offset by amortization associated with intangible assets and the step-up of inventory from the Mindspeed Acquisition to fair value that resulted in an aggregate of $1.0 million, or 1.2% of revenue, in the fiscal 2014 period.

Research and development. R&D expense increased by $1.6 million, or 16.5%, to $11.4 million, or 13.7% of our revenue, for the three months ended January 3, 2014 compared with $9.8 million, or 13.1% of our revenue, for the three months ended December 28, 2012. Research and development costs in the fiscal 2014 period increased as compared to the fiscal 2013 period primarily as a result of research and development activities from Mindspeed subsequent to the acquisition of $1.2 million. We also incurred higher cash and non-cash compensation.

Selling, general and administrative. SG&A expense increased $8.0 million, or 73.8%, to $18.9 million, or 22.6% of our revenue, for the three months ended January 3, 2014 compared with $10.9 million, or 14.5% of our revenue, for the three months ended December 28, 2012. The increase in the fiscal 2014 period was primarily due to Mindspeed related acquisition costs of $4.2 million, increased professional fees, primarily related to litigation, as well as increased cash and non-cash compensation.

Contingent consideration. Contingent consideration income was $0.2 million for the three months ended December 28, 2012, which was a result of changes in the fair value of the contingent consideration we paid or expected to pay related to previous acquisitions.

Restructuring charges. Restructuring charges were $13.1 million for the three months ended January 3, 2014. The restructuring charge is related to contractual change-in-control agreements held by certain Mindspeed employees we are obligated to satisfy as a result of acquiring Mindspeed as well as a reduction of Mindspeed staffing announced during the period. The staff reduction charges include severance and related benefits that we expect to pay over the remainder of fiscal year 2014.

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Income from operations. There was a loss from operations of $6.8 million or 8.1% of our revenue for the three months ended January 3, 2014 compared with income of $11.7 million or 15.7% of our revenue for the three months ended December 28, 2012.

Warrant liability. The warrant liability resulted in a gain of $1.3 million for the three months ended January 3, 2014 compared to an expense of $2.0 million for the three months ended December 28, 2012. The change relates to the changes in the estimated fair value of common stock warrants we issued in December 2010, which we carry as a liability at fair value.

Interest expense. Interest expense was $0.6 million and $0.2 million for the three months ended January 3, 2014 and December 28, 2012, respectively.

Other income - related party. In the three months ended January 3, 2014, we billed GaAs Labs$78,000 for services provided pursuant to our administrative and business development services agreement with it and have recorded the amount as other income. This compares to $84,000 recorded in the three months ended December 28, 2012.

Provision for income taxes. The benefit for income taxes was $1.6 million for the three months ended January 3, 2014 compared to a provision of $3.5 million for the three months ended December 28, 2012. The benefit in the three months ended January 3, 2014 results from the current period loss.

The difference between the U.S. federal statutory income tax rate of 35% and the Company's effective income tax rates for the three months ended January 3, 2014 and December 28, 2012 was primarily impacted in both periods by changes in fair values of the common stock warrant liability which are not deductible nor taxable for tax purposes, income taxed in foreign jurisdictions at generally lower tax rates partially offset by U.S. state income taxes, and, for the three months ended January 3, 2014, by nondeductible expenses for tax purposes resulting from the Mindspeed Acquisition.

At the date of the acquisition, Mindspeed had, on a preliminary basis, federal net operating loss ("NOL") carryforwards of approximately $683.7 million, which will expire at various dates through 2033, and federal research and development tax credit carryforwards of $19.5 million. Both the NOL and the tax credits are subject to change-in-control limitations within the Internal Revenue Code and, accordingly, these carryforwards were reduced to $292.7 million, the estimated realizable amount after consideration of the limitations. The NOL carryforwards and tax credits are included in the computation of net deferred income tax assets arising from the acquisition. The aggregate net deferred income tax assets acquired in the Mindspeed Acquisition is estimated to be $82.9 million, which includes a net deferred income tax liability of $66.0 million related to the difference between the book and tax bases of the intangible and other assets acquired in the acquisition. A valuation allowance of $16.8 million was also recorded to reduce the overall net deferred tax assets to estimated realizable value.

Liquidity and Capital Resources

As of January 3, 2014, we held $66.4 million of cash and cash equivalents, all deposited with financial institutions, including in money market accounts. Cash from operations was $4.4 million in the three months ended January 3, 2014, of which the principal components were a net loss of $6.5 million, plus non-cash expenses of $5.3 million, and cash flows from operating assets and liabilities of $5.6 million. The change in operating assets and liabilities includes decreases in accounts receivable of $9.2 million, increases in inventory of $2.3 million, decreases in income taxes payable of $4.7 million and net increases in accounts payable, accrued liabilities and other of $3.4 million.

Cash used in investing activities was $237.1 million in the three months ended January 3, 2014, of which $232.0 million related to the acquisition of Mindspeed and $2.1 million and $3.0 million related to purchases of property and equipment and acquisitions of intellectual property, respectively.

Cash from financing activities was $188.7 million in the three months ended January 3, 2014, of which $220.0 million related to borrowings under our revolving credit facility. Proceeds from stock option exercises, employee stock purchases and excess tax benefits related to restricted stock awards totaled $1.6 million during the period. Payment of debt from Mindspeed totaled $32.9 million.

We have a revolving credit facility with up to $300.0 million in borrowing availability maturing in September 2018, which can be increased by $125.0 million subject to certain conditions. Borrowings under the revolving credit facility bear a variable interest rate. The revolving credit facility is secured by a first priority lien on substantially all of our assets and provides that we must comply with certain financial and non-financial covenants. We were in compliance with all financial and non-financial covenants under the revolving credit facility as of January 3, 2014 and had $220.0 million outstanding borrowings under the revolving credit facility with $80.0 of borrowing availability as of that date.

We have a long term technology licensing and transfer commitment that calls for remaining potential payments by us, as of January 3, 2014, of up to $5.6 million through July 2016.

The undistributed earnings of our foreign subsidiaries are indefinitely reinvested since 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 January 3, 2014, cash held by our foreign subsidiaries was $18.1 million, which, along with cash generated from foreign operations, is expected to be used in the support of international growth and working capital requirements.

We plan to use our available cash and cash equivalents and potential remaining borrowing capacity under our revolving credit facility for general corporate purposes, including working capital and payoff of debt assumed in the Mindspeed Acquisition. We may also use a portion of our cash and cash equivalents and our revolving credit facility, which we may draw on from time to time, for the acquisition of, or investment in, complementary technologies, design teams, products and companies. We believe that our cash and cash equivalents and cash generated from operations will be sufficient to meet our current working capital requirements for at least the next 12 months.

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Recent Accounting Pronouncements

See Note 1 to Condensed Consolidated Financial Statements contained in Part I. Item 1, "Financial Statements" in this Quarterly Report on Form 10-Q.

Off-Balance Sheet Arrangements

We did not have any off-balance sheet arrangements as of January 3, 2014.


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