Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Feb. 23, 2018 | Jun. 25, 2017 | |
Document And Entity Information | |||
Entity Registrant Name | KRATOS DEFENSE & SECURITY SOLUTIONS, INC. | ||
Entity Central Index Key | 1,069,258 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Large Accelerated Filer | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2017 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Common Stock, Shares Outstanding | 103,513,103 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 822.4 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 25, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 129.6 | $ 69.1 |
Restricted cash | 0.4 | 0.5 |
Accounts receivable, net | 268.4 | 229.4 |
Inventoried costs | 50.4 | 55.4 |
Income taxes receivable | 2.4 | 4.6 |
Prepaid expenses | 12.9 | 8.9 |
Other current assets | 7.2 | 5.2 |
Total current assets | 471.3 | 373.1 |
Property, plant and equipment, net | 61.2 | 49.8 |
Goodwill | 461.2 | 485.4 |
Intangible assets, net | 22 | 32.6 |
Other assets | 8.3 | 7.7 |
Total assets | 1,024 | 948.6 |
Current liabilities: | ||
Accounts payable | 48.8 | 52.7 |
Accrued expenses | 45.6 | 50 |
Accrued compensation | 34.8 | 39.1 |
Accrued interest | 1.7 | 3.6 |
Billings in excess of costs and earnings on uncompleted contracts | 47.2 | 41.8 |
Other current liabilities | 8.9 | 6.7 |
Current portion of long-term debt | 0.8 | 1 |
Current liabilities of discontinued operations | 1.1 | 1.6 |
Total current liabilities | 188.9 | 196.5 |
Long-term debt principal, net of current portion | 293.5 | 431 |
Deferred income tax liability | 7 | 17.3 |
Other long-term liabilities | 19.3 | 23.7 |
Long-term liabilities of discontinued operations | 3.8 | 3.7 |
Total liabilities | 512.5 | 672.2 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Preferred stock, $0.001 par value, 5,000,000 authorized, 0 shares outstanding at December 31, 2017 and December 25, 2016 | 0 | 0 |
Common stock, $0.001 par value, 195,000,000 shares authorized; 103,297,525 and 73,945,533 shares issued and outstanding at December 31, 2017 and December 25, 2016, respectively | 0 | 0 |
Additional paid-in capital | 1,233.7 | 956.2 |
Accumulated other comprehensive loss | (1.4) | (1.7) |
Accumulated deficit | (720.8) | (678.1) |
Total stockholders’ equity | 511.5 | 276.4 |
Total liabilities and stockholders’ equity | $ 1,024 | $ 948.6 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2017 | Dec. 25, 2016 |
Preferred Stock: | ||
Par value (usd per share) | $ 0.001 | $ 0.001 |
Shares authorized (in shares) | 5,000,000 | 5,000,000 |
Shares outstanding (in shares) | 0 | 0 |
Common Stock: | ||
Par value (in dollars per share) | $ 0.001 | $ 0.001 |
Shares authorized (in shares) | 195,000,000 | 195,000,000 |
Shares issued (in shares) | 103,297,525 | 73,945,533 |
Shares outstanding (in shares) | 103,297,525 | 73,945,533 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) - USD ($) shares in Millions, $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 25, 2016 | Dec. 27, 2015 | |
Income Statement [Abstract] | |||
Service revenues | $ 346.4 | $ 348.1 | $ 354.2 |
Product sales | 405.5 | 320.6 | 302.9 |
Total revenues | 751.9 | 668.7 | 657.1 |
Cost of service revenues | 247.5 | 255.8 | 266.5 |
Cost of product sales | 307.1 | 259.3 | 228.8 |
Total costs | 554.6 | 515.1 | 495.3 |
Gross profit | 197.3 | 153.6 | 161.8 |
Selling, general and administrative expenses | 160.6 | 146.3 | 150.7 |
Merger and acquisition related items | 0 | 1.9 | 0.1 |
Research and development expenses | 17.8 | 13.9 | 16.2 |
Impairment of goodwill | 24.2 | 0 | 0 |
Unused office space and other restructuring | 0.5 | 10.1 | (0.7) |
Operating loss from continuing operations | (5.8) | (18.6) | (4.5) |
Other income (expense): | |||
Interest expense, net | (28.6) | (34.7) | (36) |
Gain (loss) on extinguishment of debt | (17.3) | 0.2 | (3.4) |
Other income (expense), net | 0.9 | 0.8 | (0.7) |
Total other expense, net | (45) | (33.7) | (40.1) |
Loss from continuing operations before income taxes | (50.8) | (52.3) | (44.6) |
Provision (benefit) for income taxes from continuing operations | (8.2) | 8.1 | (11.4) |
Income (loss) from continuing operations | (42.6) | (60.4) | (33.2) |
Income (loss) from operations of discontinued component (including gain on disposal of $80.8 million for the year ended December 27, 2015) | 0 | (0.1) | 75.5 |
Income tax expense | 0.1 | 0 | 22.5 |
Income (loss) from discontinued operations | (0.1) | (0.1) | 53 |
Net income (loss) | $ (42.7) | $ (60.5) | $ 19.8 |
Basic income and loss per common share: | |||
Loss from continuing operations (in dollars per share) | $ (0.48) | $ (0.99) | $ (0.56) |
Income (loss) from discontinued operations (in dollars per share) | 0 | 0 | 0.90 |
Net income (loss) per common share (in dollars per share) | (0.48) | (0.99) | 0.34 |
Diluted income and loss per common share: | |||
Loss from continuing operations (in dollars per share) | (0.48) | (0.99) | (0.56) |
Income (loss) from discontinued operations (in dollars per share) | 0 | 0 | 0.90 |
Net income (loss) per common share (in dollars per share) | $ (0.48) | $ (0.99) | $ 0.34 |
Weighted average common shares outstanding: | |||
Basic (in shares) | 89.5 | 61.3 | 58.7 |
Diluted (in shares) | 89.5 | 61.3 | 58.7 |
Comprehensive Income (Loss) | |||
Net income (loss) | $ (42.7) | $ (60.5) | $ 19.8 |
Other comprehensive income (loss): | |||
Change in cumulative translation adjustment | 0.1 | (0.5) | 0.1 |
Postretirement benefit reserve adjustment net of tax expense | 0.2 | 0.2 | 0.2 |
Other comprehensive income (loss), net of tax | 0.3 | (0.3) | 0.3 |
Comprehensive income (loss) | $ (42.4) | $ (60.8) | $ 20.1 |
CONSOLIDATED STATEMENTS OF OPE5
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (Parenthetical) $ in Millions | 12 Months Ended |
Dec. 27, 2015USD ($) | |
Income Statement [Abstract] | |
Gain on disposal | $ 80.8 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Millions | Total | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit |
Balance, beginning of period (in shares) at Dec. 28, 2014 | 57,800,000 | ||||
Balance, beginning of period at Dec. 28, 2014 | $ 224.3 | $ 0 | $ 863.4 | $ (1.7) | $ (637.4) |
Increase (Decrease) in Stockholders' Equity | |||||
Stock-based compensation | 6.4 | 6.4 | |||
Issuance of common stock for employee stock purchase plan, options and warrants (in shares) | 900,000 | ||||
Issuance of common stock for employee stock purchase plan, options and warrants | 4 | 4 | |||
Restricted stock issued and related taxes (in shares) | 400,000 | ||||
Restricted stock issued and related taxes | (0.6) | (0.6) | |||
Net income (loss) | 19.8 | 19.8 | |||
Other comprehensive income (loss), net of tax | 0.3 | 0.3 | |||
Balance, end of period (in shares) at Dec. 27, 2015 | 59,100,000 | ||||
Balance, end of period at Dec. 27, 2015 | 254.2 | $ 0 | 873.2 | (1.4) | (617.6) |
Increase (Decrease) in Stockholders' Equity | |||||
Stock-based compensation | 5.1 | 5.1 | |||
Issuance of common stock for cash (in shares) | 13,400,000 | ||||
Issuance of common stock for cash | 75.8 | 75.8 | |||
Issuance of common stock for employee stock purchase plan, options and warrants (in shares) | 800,000 | ||||
Issuance of common stock for employee stock purchase plan, options and warrants | 2.6 | 2.6 | |||
Restricted stock issued and related taxes (in shares) | 600,000 | ||||
Restricted stock issued and related taxes | (0.5) | (0.5) | |||
Net income (loss) | (60.5) | (60.5) | |||
Other comprehensive income (loss), net of tax | $ (0.3) | (0.3) | |||
Balance, end of period (in shares) at Dec. 25, 2016 | 73,945,533 | 73,900,000 | |||
Balance, end of period at Dec. 25, 2016 | $ 276.4 | $ 0 | 956.2 | (1.7) | (678.1) |
Increase (Decrease) in Stockholders' Equity | |||||
Stock-based compensation | 7.8 | 7.8 | |||
Issuance of common stock for cash (in shares) | 28,000,000 | ||||
Issuance of common stock for cash | 268.2 | 268.2 | |||
Issuance of common stock for employee stock purchase plan, options and warrants (in shares) | 700,000 | ||||
Issuance of common stock for employee stock purchase plan, options and warrants | 3.5 | 3.5 | |||
Restricted stock issued and related taxes (in shares) | 700,000 | ||||
Restricted stock issued and related taxes | (2) | (2) | |||
Net income (loss) | (42.7) | (42.7) | |||
Other comprehensive income (loss), net of tax | $ 0.3 | 0.3 | |||
Balance, end of period (in shares) at Dec. 31, 2017 | 103,297,525 | 103,300,000 | |||
Balance, end of period at Dec. 31, 2017 | $ 511.5 | $ 0 | $ 1,233.7 | $ (1.4) | $ (720.8) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS $ in Millions | 12 Months Ended | ||
Dec. 31, 2017USD ($) | Dec. 25, 2016USD ($) | Dec. 27, 2015USD ($) | |
Operating activities: | |||
Net income (loss) | $ (42.7) | $ (60.5) | $ 19.8 |
Income (loss) from discontinued operations | (0.1) | (0.1) | 53 |
Loss from continuing operations | (42.6) | (60.4) | (33.2) |
Adjustments to reconcile loss from continuing operations to net cash used in operating activities from continuing operations: | |||
Depreciation and amortization | 22.5 | 22.8 | 25.5 |
Deferred income taxes | (10.2) | 4.7 | 0.9 |
Stock-based compensation | 7.8 | 5.1 | 6.1 |
Goodwill impairment charge | 24.2 | 0 | 0 |
Loss (gain) on extinguishment of debt | 17.3 | (0.2) | 3.4 |
Non-cash income tax benefit | 0 | 0 | (18.7) |
Amortization of deferred financing costs | 1.3 | 1.5 | 1.9 |
Amortization of premium and discount on Senior Secured Notes | 0.7 | 0.9 | 1.1 |
Provision for doubtful accounts | 0.1 | 0.3 | 0.4 |
Litigation related charges | 0 | 1.7 | 0 |
Provision for non-cash restructuring charges | 0 | 9.1 | 0 |
Change in accrual for excess facilities | 0 | 0 | (2.3) |
Changes in assets and liabilities, net of acquisitions: | |||
Accounts receivable | (39.1) | (24.7) | 10.3 |
Inventoried costs | 7.1 | (2.7) | (8.2) |
Prepaid expenses | (4) | 1.8 | (3.5) |
Other assets | (2.6) | 3.2 | (3.2) |
Accounts payable | (3.4) | 2.9 | 2.9 |
Accrued expenses | (5.4) | 16.5 | 0.6 |
Accrued compensation | (4.4) | 2.3 | (4.4) |
Accrued interest | (1.9) | (0.3) | 1.5 |
Billings in excess of costs and earnings on uncompleted contracts | 5.4 | (0.4) | (7.3) |
Income tax receivable and payable | 1.7 | 1.2 | (3.1) |
Other liabilities | (1.5) | 2.3 | (0.4) |
Net cash used in operating activities from continuing operations | (27) | (12.4) | (29.7) |
Investing activities: | |||
Cash paid for acquisitions, net of cash acquired | 0 | (5.1) | 0 |
Proceeds from sale of assets | 0.7 | 0.1 | 0.9 |
Change in restricted cash | 0 | 0.3 | 4.7 |
Capital expenditures | (26.5) | (9.2) | (11.3) |
Net cash used in investing activities from continuing operations | (25.8) | (13.9) | (5.7) |
Financing activities: | |||
Proceeds from the issuance of long-term debt | 300 | 0 | 0 |
Extinguishment of long-term debt | (448.8) | (14.1) | (175) |
Proceeds from the issuance of common stock | 269.1 | 76.2 | 0 |
Repayments under credit facility | (1) | (1) | (42) |
Cash paid for contingent acquisition consideration | 0 | 0 | (1.1) |
Debt issuance costs | (6.6) | 0 | 0 |
Proceeds from exercise of restricted stock units, employee stock options, and employee stock purchase plan | 1.5 | 2 | 3.4 |
Other | (0.8) | 0 | 0 |
Net cash provided by (used in) financing activities from continuing operations | 113.4 | 63.1 | (214.7) |
Net cash flows of continuing operations | 60.6 | 36.8 | (250.1) |
Net operating cash flows of discontinued operations | 0 | 0.1 | 2.8 |
Net investing cash flows of discontinued operations | (0.6) | 4 | 242.5 |
Effect of exchange rate changes on cash and cash equivalents | 0.5 | (0.3) | (0.2) |
Net increase (decrease) in cash and cash equivalents | 60.5 | 40.6 | (5) |
Cash and cash equivalents at beginning of year | 69.1 | 28.5 | 33.5 |
Cash and cash equivalents at end of year | 129.6 | 69.1 | 28.5 |
Supplemental disclosure of cash flow information: | |||
Cash paid during the year for interest | 28.3 | 32.4 | 43.8 |
Net cash paid during the year for income taxes | (0.9) | 0 | 8.8 |
Noncash Investing and Financing Items [Abstract] | |||
Capital expenditures included in accounts payable and accrued expenses | 1.6 | 2.1 | 0 |
Liability for contingent consideration and goodwill related to acquisition | $ 0 | $ 5.1 | $ 0 |
Organization and Summary of Sig
Organization and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Summary of Significant Accounting Policies | Organization and Summary of Significant Accounting Policies (a) Description of Business Kratos is a mid-tier government contractor at the forefront of the U.S. Department of Defense’s (the “DoD”) Third Offset Strategy. Kratos is a leading technology, intellectual property and proprietary product and solution company focused on the U.S. and its allies’ national security. Kratos is a recognized industry leader in the rapid development, demonstration and fielding of high technology systems and products at an affordable cost. Kratos’ primary focus areas are unmanned systems, satellite communications, microwave electronics, cyber security/warfare, missile defense and combat systems. The Company believes that its technology, intellectual property, proprietary products and designed-in positions on its customers’ platforms and systems is a competitive advantage and high barrier to entry to the markets in which it operates. The Company’s work force is primarily technically oriented, highly skilled with a significant number holding national security clearances. The Company’s entire organization is focused on executing its strategy of becoming the leading technology and intellectual property based company in its industry. The Company conducts most of its business with the U.S. Government (which includes foreign military sales) and performs work as the prime contractor, subcontractor, or preferred supplier. The Company also conducts business with local, state, and foreign governments and domestic and international commercial customers. The Company operates in three reportable segments. The Kratos Government Solutions (“KGS”) reportable segment is comprised of an aggregation of operating segments, including its microwave electronic products, satellite communications, modular systems and rocket support operating segments. The Unmanned Systems (“US”) reportable segment consists of its unmanned aerial system, unmanned ground and unmanned seaborne system businesses. The Public Safety & Security (“PSS”) reportable segment consists of its businesses that provide independent integrated solutions for advanced homeland security, public safety, critical infrastructure, and security and surveillance systems for government and commercial applications. The Company organizes its business segments based primarily on the nature of the products, solutions and services offered. Transactions between segments are negotiated and accounted for under terms and conditions similar to other government and commercial contracts, and these intercompany transactions are eliminated in consolidation. For additional information regarding the Company’s operating segments, see Note 13 of these notes to consolidated financial statements. (b) Principles of Consolidation and Basis of Presentation The consolidated financial statements include the accounts of Kratos and its 100% owned subsidiaries, for which all intercompany transactions have been eliminated in consolidation. (c) Fiscal Year The Company has a 52/53 week fiscal year ending on the last Sunday of the calendar year, with interim fiscal periods ending on the last Sunday of each calendar quarter. There were 53 calendar weeks in the fiscal year ending on December 31, 2017 , and 52 calendar weeks in the fiscal years ended on December 25, 2016 and December 27, 2015 . (d) Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the U.S. (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Such estimates include revenue recognition, valuation of long-lived assets including identifiable intangibles and goodwill, accounting for income taxes including the related valuation allowance on the deferred tax asset and uncertain tax positions, contingencies and litigation, contingent acquisition consideration, and stock-based compensation. In the future, the Company may realize actual results that differ from the current reported estimates and if the estimates that the Company has used change in the future, such changes could have a material impact on the Company’s consolidated financial position, results of operations and cash flows. (e) Revenue Recognition The Company typically generates its revenue from three different types of contractual arrangements: cost-plus-fee contracts, time-and-materials contracts, and fixed-price contracts. Revenue on cost-plus-fee contracts is recognized to the extent of allowable costs incurred plus an estimate of the applicable fees earned. The Company considers fees under cost-plus-fee contracts to be earned in proportion to the allowable costs incurred in performance of the contract and recognizes the relevant portion of the expected fee to be awarded by the customer at the time such fee can be reasonably estimated, based on factors such as its prior award experience and communications with the customer regarding performance, including any interim performance evaluations rendered by the customer. Revenue on time-and-materials contracts is recognized to the extent of billable rates times hours delivered for services provided, to the extent of material cost for products delivered to customers, and to the extent of expenses incurred on behalf of the customers. The Company has three basic categories of fixed-price contracts: fixed unit price, fixed-price-level of effort, and fixed-price-completion. Revenue recognition methods on fixed-price contracts will vary depending on the nature of the work and the contract terms. Revenues on fixed-price service contracts are recorded as work is performed in accordance with Accounting Standards Codification (“ASC”) Topic 605, Revenue Recognition (“ Topic 605 ”), specifically Topic 605-10-S99 , which generally requires revenue to be deferred until all of the following have occurred: (1) there is a contract in place; (2) delivery has occurred or services have been provided; (3) the price is fixed or determinable; and (4) collectability is reasonably assured. Revenues on fixed-price contracts that require delivery of specific items may be recorded based on a price per unit as units are delivered. Revenue for fixed-price contracts in which the Company is paid a specific amount to provide services for a stated period of time is recognized ratably over the service period. On a portion of the fixed price-completion contracts, revenue is recognized in accordance with Topic 605 using the percentage-of-completion method based on the ratio of total costs incurred to date compared to estimated total costs to complete the contract. Estimates of costs to complete include material, direct labor, overhead, and allowable indirect expenses for government contracts. These cost estimates are reviewed and, if necessary, revised on a contract-by-contract basis. If, as a result of this review, management determines that a loss on a contract is probable, then the full amount of estimated loss is charged to operations in the period. As of December 31, 2017 and December 25, 2016 , accrued expenses included the accrual for losses on contracts of $10.3 million and $17.7 million , respectively. In certain instances, when the Company’s customers have requested that it commence work prior to receipt of the contract award and funding and it has incurred costs related to that specific anticipated contract, and the Company believes recoverability of the costs is probable, it may defer those costs incurred until the associated contract has been awarded and funded by the customer. In accounting for the Company’s long-term contracts for production of products provided to the U.S. Government, the Company utilizes both cost-to-cost and units delivered measures under the percentage-of-completion method of accounting under the provisions of Topic 605 . Under the units delivered measure of the percentage-of-completion method of accounting, sales are recognized as the units are accepted by the customer generally using sales values for units in accordance with the contract terms. The Company estimates profit as the difference between total estimated revenue and total estimated cost of a contract and recognizes that profit over the life of the contract based on units delivered or as computed on the basis of the estimated final average unit costs plus profit. The Company classifies contract revenues as product sales or service revenues depending upon the predominant attributes of the relevant underlying contracts. Significant management judgments and estimates, including but not limited to the estimated costs to complete projects, must be made and used in connection with the revenue recognized in any accounting period. A cancellation, schedule delay, or modification of a fixed-price contract which is accounted for using the percentage-of-completion method may adversely affect the Company’s gross margins for the period in which the contract is modified or canceled. Under certain circumstances, a cancellation or negative modification could result in the Company having to reverse revenue that was recognized in a prior period, thus significantly reducing the amount of revenues recognized for the period in which the adjustment is made. Correspondingly, a positive modification may positively affect gross margins. In addition, a schedule delay or modifications can result in an increase in estimated cost to complete the project, which would also result in an impact to gross margins. Changes in contract estimates are reviewed on a contract-by-contract basis and are revised periodically throughout the life of the contract such that adjustments to profit resulting from revisions are made cumulative to the date of the revision in accordance with GAAP. Material differences may result in the amount and timing of the Company’s revenue for any period if management made different judgments or utilized different estimates. It is the Company’s policy to review any arrangement containing software or software deliverables and services against the criteria contained in ASC Topic 985, Software (“ Topic 985 ”) . Under the provisions of Topic 985 , the Company reviews the contract value of software deliverables and services and determines allocations of the contract value based on vendor-specific objective evidence (“VSOE”) of fair value for each of the software elements. All software arrangements requiring significant production, modification, or customization of the software are accounted for in conformity with Topic 605 . The Company’s contracts may include the provision of more than one of its services (“multiple element arrangements”). In these situations, the Company applies the guidance of Topic 605 . Accordingly, for applicable arrangements, revenue recognition includes the proper identification of separate units of accounting and the allocation of revenue across all elements based on relative fair values. For multiple element arrangements that include hardware products containing software essential to the hardware products’ functionality, the Company allocates revenue to all deliverables based on their relative selling prices. In such circumstances, the Company uses a hierarchy to determine the selling price to be used for allocating revenue to deliverables: (i) VSOE, (ii) third-party evidence of selling price (“TPE”), and (iii) best estimate of the selling price (“ESP”). VSOE generally exists only when the Company sells the deliverable separately and is the price actually charged by the Company for that deliverable. TPE is determined based on competitor prices for similar deliverables when sold separately. Generally, the Company’s offerings contain significant differentiation such that comparable pricing of products with similar functionality cannot be obtained. Furthermore, the Company is unable to reliably determine what similar competitor products’ selling prices are on a stand-alone basis. Therefore, the Company typically is unable to obtain TPE of selling price. ESP reflects the Company’s best estimates of what the selling prices of elements would be if they were sold regularly on a stand-alone basis. The Company determines ESP for a product or service by considering multiple factors including, but not limited to major product groupings, geographies, market conditions, competitive landscape, internal costs, gross margin objectives and pricing practices. The determination of ESP is made through consultation with management, taking into consideration the Company’s marketing strategy. The Company accounts for multiple element arrangements that consist only of software or software-related products, including the sale of upgrades to previously sold software, in accordance with industry specific software accounting guidance. For such transactions, revenue on arrangements that include multiple elements is allocated to each element based on the relative fair value of each element, and fair value is determined by VSOE. If the Company cannot objectively determine the fair value of any undelivered element included in such multiple element arrangements, the Company defers revenue until all elements are delivered and services have been performed, or until fair value can objectively be determined for any remaining undelivered elements. Under certain of the Company’s contractual arrangements, the Company may also recognize revenue for out-of-pocket expenses in accordance with Topic 605. Depending on the contractual arrangement, these expenses may be reimbursed with or without a fee. Under certain of its contracts, the Company provides supplier procurement services and materials for its customers. The Company records revenue on these arrangements on a gross or net basis in accordance with Topic 605, depending on the specific circumstances of the arrangement. The Company considers the following criteria, among others, for recording revenue on a gross or net basis: (1) whether the Company acts as a principal in the transaction; (2) whether the Company takes title to the products; (3) whether the Company assumes risks and rewards of ownership, such as risk of loss for collection, delivery or returns; (4) whether the Company serves as an agent or broker, with compensation on a commission or fee basis; and (5) whether the Company assumes the credit risk for the amount billed to the customer subsequent to delivery. For federal contracts, the Company follows U.S. Government procurement and accounting standards in assessing the allowability and the allocability of costs to contracts. Due to the significance of the judgments and estimation processes, it is likely that materially different amounts could be recorded if different assumptions were used or if the underlying circumstances were to change. The Company closely monitors the consistent application of its critical accounting policies and compliance with contract accounting. Business operations personnel conduct periodic contract status and performance reviews. When adjustments in estimated contract revenues or costs are required, any significant changes from prior estimates are included in earnings in the current period. Also, regular and recurring evaluations of contract cost, scheduling and technical matters are performed by management personnel who are independent from the business operations personnel performing work under the contract. Costs incurred and allocated to contracts with the U.S. Government are scrutinized for compliance with regulatory standards by the Company’s personnel, and are subject to audit by the Defense Contract Audit Agency. From time to time, the Company may proceed with work based on customer direction prior to the completion and signing of formal contract documents. The Company has a formal review process for approving any such work. Revenue associated with such work is recognized only when it can be reliably estimated and realization is probable. The Company bases its estimates on previous experiences with the customer, communications with the customer regarding funding status, and its knowledge of available funding for the contract or program. As of December 31, 2017 and December 25, 2016 , approximately $1.9 million and $2.0 million , respectively, of the Company’s unbilled accounts receivable balance were under an authorization to proceed or work order from its customers where a formal purchase order had not yet been received. Costs incurred for shipping and handling are included in cost of product sales at the time the related revenue is recognized. Amounts billed to a customer for shipping and handling are reported as revenue. (f) Inventoried costs Inventoried costs are stated at the lower of cost or market. Cost is determined using the average cost or first-in, first-out methods and the applicable method is applied consistently within an operating entity. Inventoried costs primarily relate to work under fixed-price contracts using the units-of-delivery method of percentage-of-completion accounting. These costs represent accumulated contract costs less the portion of such costs allocated to delivered items. Accumulated contract costs include direct production costs, factory and engineering overhead and production tooling costs. Pursuant to contract provisions of U.S. Government contracts, such customers may have title to, or a security interest in inventories related to such contracts as a result of advances, performance-based payments, and progress payments. The Company reflects those advances and payments as an offset against the related inventory balances. The Company regularly reviews inventory quantities on hand, future purchase commitments with its suppliers, and the estimated utility of its inventory. If the Company’s review indicates a reduction in utility below carrying value, it reduces its inventory to a new cost basis. (g) Research and Development Costs incurred in research and development activities are expensed as incurred in accordance with Financial Accounting Standards Board (“FASB”) ASC Topic 730, Research and Development. (h) Income Taxes The Company records deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be realized. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company maintains a valuation allowance on the deferred tax assets for which it is more likely than not that the Company will not realize the benefits of these tax assets in future tax periods. The valuation allowance is based on estimates of future taxable income by tax jurisdiction in which the Company operates, the number of years over which the deferred tax assets will be recoverable, and scheduled reversals of deferred tax liabilities. In accordance with the recognition standards established by ASC Topic 740, Income Taxes (“ Topic 740 ”), the Company makes a comprehensive review of its portfolio of uncertain tax positions regularly. In this regard, an uncertain tax position represents the Company’s expected treatment of a tax position taken in a filed tax return, or planned to be taken in a future tax return or claim, which has not been reflected in measuring income tax expense for financial reporting purposes. Until these positions are sustained by the taxing authorities, the Company has not recognized the tax benefits resulting from such positions and reports the tax effects as a liability for uncertain tax positions in its consolidated balance sheets. (i) Stock-Based Compensation The Company accounts for stock-based compensation in accordance with ASC Topic 718, Compensation-Stock Compensation (“ Topic 718 ”). All of the Company’s stock-based compensation plans are considered equity plans under Topic 718 , and compensation expense recognized is net of estimated forfeitures over the vesting period. The Company issues stock options and stock awards under its existing plans. The fair value of stock options is estimated on the date of grant using a Black-Scholes option-pricing model or a trinomial lattice options pricing model and is expensed on a straight-line basis over the remaining vesting period of the options, which is generally six or less years. The fair value of stock awards is determined based on the closing market price of the Company’s common stock on the grant date and is adjusted at each reporting date based on the amount of shares ultimately expected to vest. Compensation expense for stock awards is expensed over the vesting period, usually five to ten years . Compensation expense for stock issued under the Company’s employee stock purchase plan is estimated at the beginning date of the offering period using a Black-Scholes option-pricing model and is expensed on a straight-line basis over the period of the offering, which is generally six months. For the years ended December 31, 2017 , December 25, 2016 and December 27, 2015 , there were no incremental tax benefits from stock options exercised in the periods. The following table shows the amounts recognized in the consolidated financial statements for 2017 , 2016 and 2015 for stock-based compensation expense related to stock options, stock awards and stock offered under the Company’s employee stock purchase plan (in millions, except per share amounts). 2017 2016 2015 Selling, general and administrative expenses $ 7.8 $ 5.1 $ 6.1 Total cost of employee stock-based compensation included in operating loss from continuing operations 7.8 5.1 6.1 Impact on net loss per common share: Basic and diluted $ (0.09 ) $ (0.08 ) $ (0.10 ) (j) Allowance for Doubtful Accounts The Company maintains an allowance for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments, which results in bad debt expense. Management periodically determines the adequacy of this allowance by evaluating the comprehensive risk profiles of all individual customer receivable balances including, but not limited to, the customer’s financial condition, credit agency reports, financial statements and overall current economic conditions. Additionally, on certain contracts whereby the Company performs services for a prime/general contractor, a specified percentage of the invoiced trade accounts receivable may be retained by the customer until the project is completed. The Company periodically reviews all retainages for collectability and records allowances for doubtful accounts when deemed appropriate, based on its assessment of the associated credit risks. Changes to estimates of contract value are recorded as adjustments to revenue and not as a component of the allowance for doubtful accounts. Individual accounts receivable are written off to the allowance for doubtful accounts when the Company becomes aware of a specific customer’s inability to meet its financial obligation, and all collection efforts are exhausted. The following table outlines the balance of the Company’s allowance for doubtful accounts for 2017 , 2016 and 2015 . The table identifies the additional provisions each year as well as the write-offs that utilized the allowance (in millions). Allowance for Doubtful Accounts Balance at Beginning of Year Provisions Write-offs/Recoveries Balance at End of Year Year ended December 27, 2015 $ 1.9 $ 0.4 $ (0.5 ) $ 1.8 Year ended December 25, 2016 $ 1.8 $ 0.3 $ (0.4 ) $ 1.7 Year ended December 31, 2017 $ 1.7 $ 0.1 $ (1.2 ) $ 0.6 (k) Cash and Cash Equivalents The Company’s cash equivalents consist of its highly liquid investments with an original maturity of three months or less when purchased by the Company. The Company has restricted cash accounts of approximately $0.4 million at December 31, 2017 and $0.5 million at December 25, 2016 . As of December 31, 2017 and December 25, 2016 , restricted cash consists primarily of a deposit securing foreign letters of credit related to payment and performance bonds on international contracts. (l) Property and Equipment, Net Property and equipment, net owned by the Company is depreciated over the estimated useful lives of individual assets. Equipment acquired under capital leases are amortized over the shorter of the lease term or the estimated useful life of the asset. Improvements, which significantly improve and extend the useful life of an asset, are capitalized and depreciated over the shorter of the lease period or the estimated useful life. Expenditures for maintenance and repairs are charged to operations as incurred. Assets are depreciated predominately using the straight-line method, with the following lives: Years Buildings and improvements 15 – 39 Machinery and equipment 3 – 10 Computer equipment and software 1 – 10 Vehicles, furniture, and office equipment 5 Leasehold improvements Shorter of useful life or length of lease The Company classifies assets and liabilities as held for sale (“disposal group”) when management, having the authority to approve the action, commits to a plan to sell the disposal group, the sale is probable within one year, and the disposal group is available for immediate sale in its present condition. The Company also considers whether an active program to locate a buyer has been initiated, whether the disposal group is marketed actively for sale at a price that is reasonable in relation to its current fair value, and whether actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or the plan will be withdrawn. At the time of classifying assets as held for sale and at the end of each reporting period, the Company compares the carrying value of these assets to estimates of fair value to assess for impairment. The Company compares the carrying value to estimates of fair value utilizing the assistance of third-party broker opinions of value to assist in its fair value estimates. In the third quarter of 2016, the Company’s management, following the closure of its manufacturing facility in South Carolina, committed to a plan to sell the Walterboro building facility reported within the KGS segment. At that time, the building facility had a carrying value of $1.9 million and was classified as held for sale. In the fourth quarter of 2016, after not receiving any viable offers to purchase the building facility, the Company decided to reclassify the building facility from held for sale to held for use. In accordance with ASC Topic 360-10, Property, Plant and Equipment - Disposal of Long-Lived Assets , utilizing the assistance of a third-party broker to assist in the estimating of fair value, the remeasured fair value of the building was determined to be $500,000 . The impairment loss of $1.4 million was recorded at that time and is reflected in unused office space and other restructuring in the consolidated statements of operations and comprehensive income (loss) for the year ended December 25, 2016. (m) Leases The Company uses its incremental borrowing rate in the assessment of lease classification as capital or operating and defines the initial lease term to include renewal options determined to be reasonably assured. The Company conducts operations primarily under operating leases. Most lease agreements for real property contain incentives for tenant improvements, rent holidays, or rent escalation clauses. For incentives for tenant improvements, the Company capitalizes the leasehold improvements which are depreciated over the shorter of the lease term or their estimated useful life and records a deferred rent liability which is amortized over the term of the lease as a reduction to rent expense. For rent holidays and rent escalation clauses during the lease term, the Company records minimum rental expenses on a straight-line basis over the term of the lease. For purposes of recognizing lease incentives, the Company uses the date of initial possession as the commencement date, which is generally when the Company is given the right of access to the space and begins to make improvements in preparation for intended use. (n) Goodwill and Other Intangible Assets, Net In accordance with the provisions of ASC Topic 350, Intangibles-Goodwill and Other (“ Topic 350 ”), the Company performs impairment tests for goodwill and indefinite lived intangibles as of the last day of its fiscal October, or when evidence of potential impairment exists. When it is determined that impairment has occurred, a charge to operations is recorded. Goodwill and other purchased intangible asset balances are included in the identifiable assets of the operating segment to which they have been assigned. Any goodwill impairment, as well as the amortization of other purchased intangible assets, is charged against the respective segments’ operating income. In accordance with Topic 350 , the Company classifies intangible assets into two categories: (1) intangible assets with finite lives subject to amortization and (2) intangible assets with indefinite lives not subject to amortization. Separately, the Company tests intangible assets with finite lives for impairment if conditions exist that indicate the carrying value may not be recoverable. Such conditions may include an economic downturn in a geographic market or a change in the assessment of future operations. The Company records an impairment charge when the carrying value of the finite lived intangible asset is not recoverable by the cash flows generated from the use of the asset. The Company determines the useful lives of identifiable intangible assets after considering the specific facts and circumstances related to each intangible asset. Factors considered when determining useful lives include the contractual term of any agreement, the history of the asset, the Company’s long-term strategy for the use of the asset, any laws or other local regulations which could impact the useful life of the asset, and other economic factors, including competition and specific market conditions. Intangible assets that are deemed to have finite lives are amortized, generally on a straight-line basis, over their useful lives, ranging from one to 15 years . (o) Impairment of Long-Lived Assets and Long-Lived Assets to Be Disposed Of Long-lived assets are reviewed for impairment in accordance with ASC Topic 360, Property, Plant, and Equipment , whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the assets to future net cash flows (undiscounted and without interest) expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. (p) Fair Value of Financial Instruments ASC Topic 825, Financial Instruments, requires that fair values be disclosed for the Company’s financial instruments. The carrying amounts of cash equivalents, accounts receivable, accounts payable, accrued expenses, billings in excess of costs and earnings on uncompleted contracts, and income taxes payable, approximate fair value due to the short-term nature of these instruments. The fair value of the Company’s long-term debt is based upon actual trading activity. The fair value of capital lease obligations is estimated based on quoted market prices for the same or similar obligations with the same remaining maturities. (q) Concentrations and Uncertainties The Company maintains cash balances at various financial institutions and such balances commonly exceed the $250,000 insured amount by the Federal Deposit Insurance Corporation. The Company has not experienced any losses in such accounts and management believes that the Company is not exposed to any significant credit risk with respect to such cash and cash equivalents. Financial instruments, which subject the Company to potential concentrations of credit risk, consist principally of the Company’s billed and unbilled account |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets (a) Goodwill The Company performs its annual impairment test for goodwill in accordance with Topic 350 as of the last day of its fiscal October or when evidence of potential impairment exists. The Company assesses goodwill for impairment at the reporting unit level, which is defined as an operating segment or one level below an operating segment, referred to as a component. The Company determines its reporting units by first identifying its operating segments, and then assessing whether any components of these segments constitute a business for which discrete financial information is available and where segment management regularly reviews the operating results of that component. The Company aggregates components within an operating segment that have similar economic characteristics. The KGS reportable segment has four operating segments: Defense Rocket Support Services (“DRSS”), Microwave Electronics (“ME”), Technical and Training Solutions (“TTS”), and Modular Systems (“MS”). All of the KGS operating segments provide technology based defense solutions, involving products and services, primarily for mission critical U.S. National Security priorities, with the primary focus relating to the nation’s Command, Control, Communications, Computing, Combat Systems, Intelligence, Surveillance and Reconnaissance requirements. The PSS reportable business segment provides integrated solutions for advanced homeland security, public safety, critical infrastructure security, and security and surveillance systems for government, industrial and commercial customers. The US reportable segment consists of our unmanned aerial system, unmanned ground, and unmanned seaborne system businesses. The Company identified its reporting units to be the DRSS, ME, TTS, MS, US and PSS operating segments. In order to test for potential impairment, the Company estimates the fair value of each of its reporting units based on a comparison and weighting of the income approach, specifically the discounted cash flow method and the market approach, which estimates the fair value of the Company’s reporting units based upon comparable market prices and recent transactions and also validates the reasonableness of the implied multiples from the income approach. The Company reconciles the fair value of its reporting units to its market capitalization based upon the last business day of fiscal October and assumes a control premium. The Company uses this methodology to determine the fair value of its reporting units for comparison to their corresponding book values because there are no observable inputs available, a Level 3 measurement (See Note 9). If the book value exceeds the estimated fair value for a reporting unit a potential impairment is indicated, and Topic 350 prescribes the approach for determining the impairment amount, if any. The Company adopted ASU 2017-04 which amends the guidance to simplify the subsequent measurement of goodwill by removing Step 2 of the goodwill impairment test. This new guidance requires an entity to perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. As a result of the annual goodwill impairment test, the Company recorded a $24.2 million impairment charge which represented the excess of the carrying amount of goodwill compared to the fair value of the DRSS reporting unit. In determining the fair value for the reporting units, there are key assumptions relating to future operating performance and revenue growth. If the actual operating performance and financial results are not consistent with the Company’s assumptions, an impairment of the remaining balance in its $461.2 million goodwill and $22.0 million long-lived intangible assets could occur in future periods. Market factors that could impact the Company’s ability to successfully develop new products include the successful completion of certain unmanned system platforms and the successful acceptance of new unmanned system platforms, including from a political and budgetary standpoint. For example, the US reporting unit fair value includes assumptions that the development of the high performance Unmanned Combat Aerial System (“UCAS”) product is successful and the Company is awarded future contracts for the UCAS product and other new tactical aerial systems. Additionally, the US reporting unit fair value assumes that the Company will receive follow on orders for the Sub-Sonic Aerial Target, which is currently under contract with the U.S. Navy. During the fourth quarter of 2017 , as a result of the Company’s annual impairment test of the carrying value of its goodwill balances, the Company recorded an impairment charge of $24.2 million of the carrying value of the goodwill of its DRSS business reported in its KGS segment, which majority of business and revenue includes the Company’s legacy government services business. In 2010, the Company changed its strategy to focus on being a system, product, technology and intellectual property based company and deemphasized our legacy government services businesses which are no longer considered a core business. Over the past several years, similar to other businesses operating in the federal government technical services space, this business has been adversely impacted by competitive pressures and commoditization resulting from lower priced technically acceptable awards rather than awards based on best value or that are technologically or performance differentiated. Specifically, the Company was recently notified of losses on two new sizable five year contract opportunities where Kratos was underbid on cost, which significantly impacted the expected future financial performance of this business. The carrying amounts of goodwill as of December 31, 2017 and December 25, 2016 by reportable segment are as follows (in millions): As of December 31, 2017 PSS US KGS Total Gross value $ 53.9 $ 111.1 $ 567.8 $ 732.8 Less accumulated impairment 18.3 13.8 239.5 271.6 Net $ 35.6 $ 97.3 $ 328.3 $ 461.2 As of December 25, 2016 PSS US KGS Total Gross value $ 53.9 $ 111.1 $ 567.8 $ 732.8 Less accumulated impairment 18.3 13.8 215.3 247.4 Net $ 35.6 $ 97.3 $ 352.5 $ 485.4 (b) Purchased Intangible Assets The following table sets forth information for acquired finite-lived and indefinite-lived intangible assets (in millions): As of December 31, 2017 As of December 25, 2016 Gross Value Accumulated Amortization Net Value Gross Value Accumulated Amortization Net Value Acquired finite-lived intangible assets: Customer relationships $ 53.7 $ (50.2 ) $ 3.5 $ 53.7 $ (44.9 ) $ 8.8 Contracts and backlog 30.8 (25.7 ) 5.1 30.8 (23.7 ) 7.1 Developed technology and technical know-how 25.0 (18.6 ) 6.4 25.2 (15.7 ) 9.5 Trade names 1.4 (1.3 ) 0.1 1.4 (1.1 ) 0.3 Total finite-lived intangible assets 110.9 (95.8 ) 15.1 111.1 (85.4 ) 25.7 Indefinite-lived trade names 6.9 — 6.9 6.9 — 6.9 Total intangible assets $ 117.8 $ (95.8 ) $ 22.0 $ 118.0 $ (85.4 ) $ 32.6 The aggregate amortization expense for finite-lived intangible assets was $10.4 million , $10.5 million and $13.0 million , for the years ended December 31, 2017 , December 25, 2016 , and December 27, 2015 , respectively. The Company records all amortization expense in selling, general and administrative expenses. The estimated future amortization expense of acquired intangible assets with finite lives as of December 31, 2017 is as follows (in millions): Fiscal Year Amount 2018 $ 5.9 2019 5.1 2020 3.0 2021 1.1 Total $ 15.1 |
Balance Sheet Details
Balance Sheet Details | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Balance Sheet Details | Balance Sheet Details The detail of certain assets in the consolidated balance sheets consists of the following (in millions). Cash and cash equivalents The Company’s cash equivalents consist of overnight cash sweep accounts that are invested on a daily basis. Cash and cash equivalents at December 31, 2017 and December 25, 2016 were $129.6 million and $69.1 million , respectively and approximated their fair value. Accounts receivable, net (in millions) Receivables including amounts due under long-term contracts are summarized as follows: December 31, 2017 December 25, 2016 Billed, current $ 101.5 $ 102.8 Unbilled, current 167.5 128.3 Total current accounts receivable 269.0 231.1 Allowance for doubtful accounts (0.6 ) (1.7 ) Total accounts receivable, net $ 268.4 $ 229.4 Unbilled receivables represent the balance of recoverable costs and accrued profit, composed principally of revenue recognized on contracts for which billings have not been presented to the customer because the amounts were earned but not contractually billable as of the balance sheet date. Retainages receivable were $6.6 million as of December 31, 2017 and $6.2 million as of December 25, 2016 and are included in accounts receivable net. Substantially all accounts receivable at December 31, 2017 , are expected to be collected in 2018 . The Company does not believe it has significant exposure to credit risk, as accounts receivable and the related unbilled amounts are primarily from contracts where the end customer is the U.S. Government. U.S. Government contract receivables where the Company is the prime contractor included in accounts receivable, net (in millions) December 31, 2017 December 25, 2016 Billed $ 17.3 $ 15.6 Unbilled 55.3 39.3 Total U.S. Government contract receivables $ 72.6 $ 54.9 Inventoried costs, net of progress payments (in millions) December 31, December 25, Raw materials $ 35.4 $ 31.9 Work in process 11.4 22.1 Finished goods 2.3 1.4 Supplies and other 1.9 1.8 Subtotal inventoried costs 51.0 57.2 Less customer advances and progress payments (0.6 ) (1.8 ) Total inventoried costs $ 50.4 $ 55.4 Property and equipment, net (in millions) December 31, 2017 December 25, 2016 Land and buildings $ 12.1 $ 12.2 Computer equipment and software 30.1 26.9 Machinery and equipment 49.9 47.2 Furniture and office equipment 5.7 5.3 Leasehold improvements 11.2 9.9 Construction in progress 19.8 6.1 Property and equipment 128.8 107.6 Accumulated depreciation and amortization (67.6 ) (57.8 ) Total property and equipment, net $ 61.2 $ 49.8 Depreciation expense was $12.1 million , $12.3 million and $12.5 million for the years ended December 31, 2017 , December 25, 2016 , and December 27, 2015 , respectively. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Debt | Debt (a) Issuance of 6.5% Senior Secured Notes due 2025 In November 2017, the Company issued and sold $300 million aggregate principal amount of 6.5% Senior Secured Notes due 2025 (the “6.5% Notes”) in a private placement conducted pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended (the “Act”). The Company incurred debt issuance costs of $6.6 million associated with the new 6.5% Notes. The Company utilized the net proceeds from the sale of the 6.5% Notes, as well as cash from its recent equity offering to extinguish the outstanding 7% Notes. The total reacquisition price of the 7% Notes was $385.2 million , including a $12.0 million call premium, and $0.3 million of accrued interest. The 6.5% Notes are governed by the Indenture, dated as of November 20, 2017 (the “Indenture”), among the Company, the Company’s existing and future domestic subsidiaries parties thereto (the “Subsidiary Guarantors”) and Wilmington Trust, National Association, as trustee and collateral agent (in such capacity, the “2017 Trustee and Collateral Agent”). A Subsidiary Guarantor can be released from its guarantee if (a) all of the capital stock issued by such Subsidiary Guarantor or all or substantially all of the assets of such Subsidiary Guarantor are sold or otherwise disposed of; (b) the Company designates such Subsidiary Guarantor as an Unrestricted Subsidiary; (c) the Company exercises its legal defeasance option or its covenant defeasance option; or (d) upon satisfaction and discharge of the Indenture or payment in full in cash of the principal of, premium, if any, and accrued and unpaid interest on the 6.5% Notes. The 6.5% Notes bear interest at a rate of 6.5% per year from the date of original issuance or from the most recent payment date on which interest has been paid or provided for. Interest on the 6.5% Notes is payable in arrears on May 30 and November 30 of each year, beginning on May 30, 2018. The 6.5% Notes are fully and unconditionally guaranteed by the Subsidiary Guarantors. The 6.5% Notes and the guarantees (as set forth in the Indenture, the “Guarantees”) are the Company’s senior secured obligations and are equal in right of payment with all other senior obligations of the Subsidiary Guarantors’ existing and future secured debt to the extent of the assets securing that secured debt. The Company’s obligations under the 6.5% Notes are secured by a first priority lien on substantially all of the Company’s assets and the assets of the Subsidiary Guarantors, except with respect to accounts receivable, inventory, deposit accounts, securities accounts, cash, securities and general intangibles (other than intellectual property), on which the holders of the 6.5% Notes have a second priority lien, junior to the lien securing the Company’s obligations under the Credit Agreement. The 6.5% Notes will be redeemable, in whole or in part, at any time on or after November 30, 2020 at the respective redemption prices specified in the Indenture. In addition, the Company may redeem up to 40% of the 6.5% Notes before November 30, 2020 with the net proceeds of certain equity offerings. The Company may also redeem some or all of the 6.5% Notes before November 30, 2020 at a redemption price of 100% of the principal amount thereof plus accrued and unpaid interest, to, but excluding, the redemption date, if any, plus a “make whole” premium. In addition, during each 12-month period commencing on the issue date and ending on or prior to November 30, 2020, the Company may redeem up to 10% of the original aggregate principal amount of the 6.5% Notes issued under the Indenture at a redemption price of 103.000% of the principal amount thereof, plus accrued and unpaid interest, to, but excluding, the date of redemption, if any. The Company may also be required to make an offer to purchase the 6.5% Notes upon a change of control and certain sales of its assets. The Indenture contains covenants limiting, among other things, the Company’s ability and the Subsidiary Guarantors’ ability to: (a) pay dividends on or make distributions or repurchase or redeem the Company’s capital stock or make other restricted payments; (b) incur additional debt and guarantee debt; (c) prepay, redeem or repurchase certain debt; (d) issue certain preferred stock or similar equity securities; (e) make loans and investments; (f) sell assets; (g) incur liens; (h) consolidate, merge, sell or otherwise dispose of all or substantially all of the Company’s assets; (i) enter into transactions with affiliates; and (j) enter into agreements restricting the Company’s ability and certain of its subsidiaries’ ability to pay dividends. These covenants are subject to a number of exceptions. As of December 31, 2017, the Company was in compliance with the covenants contained in the Indenture governing the 6.5% Notes. The terms of the Indenture require that the net cash proceeds from asset dispositions be either utilized to (i) repay or prepay amounts outstanding under the Credit Agreement unless such amounts are reinvested in similar collateral, (ii) permanently reduce other indebtedness, (iii) make an investment in assets that replace the collateral of the 6.5% Notes or (iii) a combination of (i), (ii) and (iii). To the extent there are any remaining net proceeds from the asset disposition after application of (i), (ii) and (iii), such amounts are required to be utilized to repurchase 6.5% Notes at par. The Indenture also provides for events of default which, if any of them occurs, would permit or require the principal, premium, if any, interest, if any, and any other monetary obligations on all the then-outstanding 6.5% Notes to become or to be declared due and payable immediately. (b) Issuance of 7.00% Senior Secured Notes due 2019 In May 2014, the Company refinanced its $625.0 million 10% Senior Secured Notes due in 2017 (the “ 10% Notes ”) with $625.0 million of newly issued 7.00% Senior Secured Notes due in 2019 (the “ 7% Notes ”). The net proceeds of the 7% Notes was $618.5 million after an original issue discount of $6.5 million . The Company incurred debt issuance costs of $8.8 million associated with the new 7% Notes . The Company utilized the net proceeds from the 7% Notes , a $41.0 million draw on the Credit Agreement discussed below, as well as cash from operations to extinguish the 10% Notes . The total reacquisition price of the 10% Notes was $661.5 million including a $31.2 million early termination fee, the write-off of $15.5 million of unamortized issue costs, $12.9 million of unamortized premium, along with $5.3 million of additional interest while in escrow, which resulted in a loss on extinguishment of $39.1 million . On October 16, 2014, the Company exchanged the outstanding 7% Notes for an equal amount of 7% Notes that had been registered under the Act. The 7% Notes were governed by an Indenture dated May 14, 2014 (the “Indenture”) among the Company, certain of the Company’s subsidiaries and Wilmington Trust, National Association, as Trustee and Collateral Agent. The Company paid interest on the 7% Notes semi-annually, in arrears, on May 15 and November 15 of each year. The 7% Notes included customary covenants and events of default as well as a consolidated fixed charge ratio of 2.0 :1 for the incurrence of additional indebtedness. Negative covenants include, among other things, limitations on additional debt, liens, negative pledges, investments, dividends, stock repurchases, asset sales and affiliate transactions. Events of default include, among other events, non-performance of covenants, breach of representations, cross-default to other material debt, bankruptcy, insolvency, material judgments and changes in control. Following the sale of the Herley Entities (as defined below) (see Note 8 - Discontinued Operations), the Company, on August 21, 2015, paid down the $41.0 million outstanding on the $110.0 million Credit Agreement and on September 22, 2015, repurchased $175.0 million of the 7% Notes at par, in accordance with the Indenture. In connection with the $175.0 million repurchase of 7% Notes, the Company wrote off $1.8 million of unamortized issue costs, $1.4 million of unamortized discount, and incurred $0.2 million of legal fees, which resulted in a loss on extinguishment of debt of $3.4 million . The Company reinvested all net proceeds remaining after the repurchase of the $175.0 million of 7% Notes in replacement collateral under the Indenture within the 360 days following the asset disposition in accordance with the terms of the Indenture. During the year ended December 25, 2016, the Company repurchased and extinguished $14.5 million of the outstanding 7% Notes, which resulted in a gain of $0.4 million offset by $0.1 million of unamortized issuance cost and $0.1 million of unamortized discount resulting in a net gain of $0.2 million . During the year ended December 31, 2017, the Company redeemed and extinguished the remaining $435.5 million of outstanding 7% Notes as of December 25, 2016, which resulted in a loss of $13.4 million and the realization of $2.3 million of unamortized issuance cost and $1.6 million of unamortized discount resulting in a loss on extinguishment of debt of $17.3 million . (c) Other Indebtedness Credit and Security Agreement On May 14, 2014, the Company entered into a $110.0 million Credit and Security Agreement, dated May 14, 2014 (as amended from time to time, the “Credit Agreement”), with the lenders from time to time party thereto, SunTrust Bank, as Agent (the “Agent”), PNC Bank, National Association, as Joint Lead Arranger and Documentation Agent, and SunTrust Robinson Humphrey, Inc., as Joint Lead Arranger and Sole Book Runner. The Credit Agreement established a five -year senior secured revolving credit facility in the maximum amount of $110.0 million (subject to a potential increase of the maximum principal amount to $135.0 million , subject to the Agent’s and applicable lenders’ approval as described therein), consisting of a subline for letters of credit in an amount not to exceed $50.0 million , as well as a swingline loan in an aggregate principal amount at any time outstanding not to exceed $10.0 million . The obligations under the Credit Agreement are secured by a first priority lien on the Company’s accounts receivable, inventory, deposit accounts, securities accounts, cash, securities and general intangibles (other than intellectual property). The obligations under the Credit Agreement are secured by a second priority lien, junior to the lien securing the Notes, on all of the Company’s other assets. The Credit Agreement contains certain covenants, which include, but are not limited to, restrictions on indebtedness, liens, and investments, and limits on other various payments, as well as a financial covenant relating to a minimum fixed charge coverage ratio. Events of default under the terms of the Credit Agreement include, but are not limited to: failure of the Company to pay any principal of any loans in full when due and payable; failure of the Company to pay any interest on any loan or any fee or other amount payable under the Credit Agreement within three business days after the date when due and payable; failure of the Company or any of its subsidiaries to comply with certain covenants and agreements, subject to applicable grace periods and/or notice requirements; any representation, warranty or statement made in or pursuant to the Credit Agreement or any related writing or any other material information furnished by the Company or any of its subsidiaries to the Agent or the lenders proving to be false or erroneous; and the occurrence of an event or condition having or reasonably likely to have a material adverse effect, which includes a material adverse effect on the business, operations, condition (financial or otherwise) or prospects of the Company or the ability of the Company to repay its obligations. Where an event of default arises from certain bankruptcy events, the commitments will automatically and immediately terminate and the principal of, and interest then outstanding on, all of the loans will become immediately due and payable. Subject to certain notice requirements and other conditions, upon the occurrence of an event of default, including the occurrence of a condition having or reasonably likely to have a material adverse effect, commitments may be terminated and the principal of, and interest then outstanding on, all of the loans may become immediately due and payable. As of December 31, 2017 , no event of default had occurred and the Company believes that events or conditions having a material adverse effect, giving rise to an acceleration of any amounts outstanding under the Credit Agreement, have not occurred and the likelihood of such events or conditions occurring is remote. On May 31, 2015, the Company entered into a third amendment (the “Third Amendment”) to the Credit Agreement. Under the terms of the Third Amendment, the definitions of certain terms of the Credit Agreement were modified, the disposition of the Herley Entities was approved by the lenders, a minimum $175.0 million repurchase of the 7% Notes by the Company was required and the payment in full of the outstanding balance of the Credit Agreement was required upon consummation of the sale of the Herley Entities. Additionally, the measurement of the fixed charge coverage ratio of 1.15 :1 was modified as follows: (i) the fixed charge coverage ratio will not be measured as of the end of any quarterly reporting period ending after June 30, 2015, if on such date (a) there are no outstanding revolving loans or swingline loans and (b) the aggregate amount outstanding under letters of credit is less than or equal to $17.0 million , and (ii) as to any subsequent quarterly reporting period ending after June 30, 2015, and not covered by (i) above, a fixed charge coverage ratio of at least 1.05 :1 must be maintained if the percentage of (a) outstanding revolving loans plus the sum of the outstanding swingline loans and outstanding letters of credit that are in excess of $17.0 million , to (b) the revolving credit commitment, minus the Herley Disposition Proceeds Reinvestment Reserve, as defined below, is greater than 0.00% but less than 15.00% or a fixed charge coverage ratio of at least 1.10 :1 must be maintained if the aforementioned percentage is equal to or greater than 15.00% but less than 25.00% . In all other instances, a fixed charge coverage ratio of at least 1.15 :1 must be maintained. For purposes of computing the fixed charge coverage ratio, the associated reduction in consolidated interest expense in connection with the repurchase of 7% Notes with proceeds from the sale of the Herley Entities shall be deemed to have occurred on the first day of the most recently completed four quarterly reporting periods prior to the sale. On August 20, 2015, the Company entered into a fourth amendment (the “Fourth Amendment”) to the Credit Agreement. Among other things, the Fourth Amendment provides for a modification of the Third Amendment as it relates to when the minimum fixed charge coverage ratio will be measured based upon the Company’s outstanding borrowings. Outstanding borrowings for purposes of computing the applicable minimum fixed charge coverage ratio exclude any letter of credit exposure outstanding of $17.0 million plus the amount of letters of credit outstanding for the divested Herley Entities for which a cash deposit was placed in escrow by the Buyer to cover the amount of such outstanding letters of credit, should the letters of credit be pulled. On November 20, 2017, the Company entered into an amended and restated Credit Agreement with the lenders from time to time party thereto, the Agent, PNC Bank, National Association, as Joint Lead Arranger and Documentation Agent, and SunTrust Robinson Humphrey, Inc., as Joint Lead Arranger and Sole Book Runner. As amended and restated, the Credit Agreement establishes a five year senior secured revolving credit facility in the aggregate principal amount of $90.0 million (subject to a potential increase of the aggregate principal amount to $115.0 million , subject to SunTrust’s and applicable lenders’ approval), consisting of a subline for letters of credit in an amount not to exceed $50.0 million , as well as a swingline loan in an aggregate principal amount at any time outstanding not to exceed $10.0 million . Borrowings under the revolving credit facility may take the form of a base rate revolving loan, Eurodollar revolving loan or swingline loan. Base rate revolving loans and swingline loans will bear interest at a rate per annum equal to the sum of the Applicable Margin (as defined in the Credit Agreement) from time to time in effect plus the highest of (i) the Agent’s prime lending rate, as in effect at such time, (ii) the federal funds rate, as in effect at such time, plus 0.50% per annum and (iii) the Adjusted LIBO Rate (as defined in the Credit Agreement) determined at such time for an interest period of one month, plus 1.00% per annum. Eurodollar revolving loans will bear interest a rate per annum equal to the sum of the Applicable Margin from time to time in effect plus the Adjusted LIBO Rate. The Applicable Margin varies between 1.00% - 1.50% for base rate revolving loans and swingline loans and 2.00% - 2.50% for Eurodollar loans, and is based on several factors including the Company’s then-existing borrowing base and the lenders’ total commitment amount and revolving credit exposure. The calculation of the Company’s borrowing base takes into account several items relating to the Company and its subsidiaries, including amounts due and owing under billed and unbilled accounts receivables, then held eligible raw materials inventory, work-in-process inventory, and applicable reserves . The measurement of a minimum fixed charge coverage ratio was modified in the November 2017 amended and restated Credit Agreement to be required to be measured if Excess Availability, as defined in the Credit Agreement, is less than fifty percent of the lesser of the Borrowing Base or the Total Commitment Amount. As of December 31, 2017 , there were no borrowings outstanding on the Credit Agreement; there was $9.5 million outstanding on letters of credit, resulting in net borrowing base availability of $65.8 million . The Company was in compliance with the financial covenants of the Credit Agreement as of December 31, 2017 . Debt Acquired in Acquisition The Company has a 10 -year term loan with a bank in Israel entered into on September 16, 2008 in connection with the acquisition of one of its wholly owned subsidiaries. The balance as of December 31, 2017 and December 25, 2016 was $0.8 million and $1.8 million , respectively. The loan is payable in quarterly installments of $0.3 million plus interest at LIBOR plus a margin of 1.5% . The loan agreement governing the term loan contains various covenants, including a minimum net equity covenant as defined in the loan agreement. The Company was in compliance with all covenants contained in the loan agreement as of December 31, 2017 . Fair Value of Long-term Debt Carrying amounts and the related estimated fair values of the Company’s long-term debt financial instruments not measured at fair value on a recurring basis at December 31, 2017 and December 25, 2016 are presented in the following table: As of December 31, 2017 As of December 25, 2016 $ in millions Principal Carrying Amount Fair Value Principal Carrying Amount Fair Value Long-term debt $ 300.8 $ 294.3 $ 312.7 $ 437.3 $ 432.0 $ 423.6 The fair value of the Company’s long-term debt was based upon actual trading activity (Level 1, Observable inputs —quoted prices in active markets). As of December 31, 2017 , the difference between the carrying amount of $294.3 million and the principal amount of $300.8 million presented in the previous table, is the unamortized debt issuance costs of $6.5 million , which are being accreted to interest expense over the term of the related debt. As of December 25, 2016 , the difference between the carrying amount of $432.0 million and the principal amount of $437.3 million presented in the above table is the net unamortized original issue discount of $2.4 million and the unamortized debt issuance costs of $2.9 million , which are being accreted to interest expense over the term of the related debt. Future maturities of long-term debt are $0.8 million in 2018, and $300.0 million in 2025. |
Lease Commitments
Lease Commitments | 12 Months Ended |
Dec. 31, 2017 | |
Leases [Abstract] | |
Lease Commitments | Lease Commitments The Company leases certain facilities and equipment under operating leases having terms expiring at various dates through 2033. Future minimum lease payments under operating leases as of December 31, 2017 , which does not include $7.4 million in sublease income on the Company’s operating leases, are as follows (in millions): Year Operating Leases 2018 $ 18.0 2019 19.5 2020 14.3 2021 11.4 2022 9.3 Thereafter 55.3 Total future minimum lease payments $ 127.8 Gross rent expense under operating leases for the years ended December 31, 2017 , December 25, 2016 , and December 27, 2015 was $21.5 million , $21.6 million , and $23.1 million , respectively. Total sublease income for the years ended December 31, 2017 , December 25, 2016 , and December 27, 2015 , totaling $3.4 million , $3.3 million , and $3.3 million , respectively, has been netted against rent expense. The Company’s accrual for excess facilities was $3.3 million and $4.0 million , as of December 31, 2017 and December 25, 2016 , respectively. The accruals are included in other current liabilities and other long-term liabilities on the consolidated balance sheets. The Company estimates that the remaining accrual will be paid through 2020. The accrual for excess facilities is as follows (in millions): Excess Facilities Balance as of December 27, 2015 $ 5.5 Adjustment of excess facility accrual — Cash payments (1.5 ) Balance as of December 25, 2016 4.0 Adjustments of excess facility accruals — Cash payments (0.7 ) Balance as of December 31, 2017 $ 3.3 The lease on certain office facilities includes scheduled base rent increases over the term of the lease. The total amount of the base rent payments is being charged to expense on the straight-line method over the term of the lease. In addition to the base rent payment, the Company pays a monthly allocation of the building’s operating expenses. The Company has recorded deferred rent, included in accrued expenses and other long-term liabilities, of $3.3 million , and $3.9 million , at December 31, 2017 and December 25, 2016 , respectively, to reflect the excess of rent expense over cash payments since inception of the respective leases. |
Net Loss Per Common Share
Net Loss Per Common Share | 12 Months Ended |
Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |
Net Loss Per Common Share | Net Loss Per Common Share The Company calculates net loss per share in accordance with FASB ASC Topic 260 , Earnings per Share (“ Topic 260 ”) . Under Topic 260 , basic net loss per common share is calculated by dividing net loss by the weighted-average number of common shares outstanding during the reporting period. Diluted net loss per common share reflects the effects of potentially dilutive securities. The following shares were excluded from the calculation of diluted loss per share because their inclusion would have been anti-dilutive (in millions): December 31, 2017 December 25, 2016 December 27, 2015 Shares from stock options and awards 0.1 1.4 1.9 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes In December 2017, the 2017 Tax Act was enacted. The 2017 Tax Act includes a number of changes to existing U.S. tax laws that impact the Company, most notably a reduction of the U.S. corporate income tax rate from 35% to 21% for tax years beginning after December 31, 2017. The 2017 Tax Act also provides for a one-time transition tax on certain foreign earnings and the acceleration of depreciation for certain assets placed into service after September 27, 2017 as well as prospective changes beginning in 2018, including repeal of the domestic manufacturing deduction, acceleration of tax revenue recognition, modification of NOL carryforwards, capitalization of research and development expenditures (starting in 2022), additional limitations on executive compensation deductions and limitations on the deductibility of interest. On December 22, 2017, the SEC issued SAB 118, which provides companies with additional guidance on how to account for the 2017 Tax Act in its financial statements, allowing companies to use a measurement period. At December 31, 2017, the Company has not completed its accounting for the tax effects of enactment of the 2017 Tax Act; however, as described below, the Company has made a reasonable estimate of the effects on its existing deferred tax balances and the one-time transition tax. For these items, the Company recognized provisional amounts in accordance with SAB 118, which are included as a component of income tax expense from continuing operations. The Company expects to finalize these provisional estimates before the end of 2018 after completing its review and analysis, including review and analysis of any interpretations issued during this measurement period. With the adoption of a minimum tax on foreign earnings, the Company will be subject to tax on global intangible low-taxed income (“GILTI”) in future years. The Company is continuing to evaluate this provision and will not make a policy election on how to account for GILTI (as a period expense or as part of its rate on deferred taxes) until it has the necessary information available, including the interpretations of the new rules, to analyze the impacts and complete its analysis. The Company will make an election before the end of 2018. Because the Company has not made a policy election, no amounts for GILTI are included in its deferred taxes. Reduction of the U.S. Corporate Income Tax Rate The Company measures deferred tax assets and liabilities using enacted tax rates that will apply in the years in which the temporary differences are expected to be recovered or paid. Accordingly, the Company’s net deferred liability was remeasured to reflect the reduction in the U.S. corporate income tax rate from 35% to 21% , resulting in a $6.9 million income tax benefit for the year ended December 31, 2017 and a corresponding $6.9 million decrease in net deferred tax liabilities as of December 31, 2017. Modification of Net Operating Loss Carryforward Periods The Company scheduled the expected reversal of deferred tax assets and liabilities and determined that approximately $6.3 million of federal deferred tax assets will likely generate a net operating loss with an indefinite-lived carryforward period. As such, $6.3 million of federal deferred tax assets were recognized without the need for a valuation allowance. These assets were netted with indefinite-lived deferred tax liabilities and resulted in a benefit recorded to income taxes. Transition Tax on Foreign Earnings The one-time transition tax on certain foreign earnings resulted in a $6.2 million decrease to deferred tax assets due to the reduction in net operating loss carryforwards. The decrease in deferred tax assets was offset by a corresponding decrease to the valuation allowance. The determination of the transition tax requires further analysis regarding the amount and composition of the Company’s historical foreign earnings, which is expected to be completed before the end of 2018. Effective January 1, 2018, the 2017 Tax Act requires the acceleration of revenue for tax purposes for certain types of revenue. The new rules require the Company to not defer revenue on unbilled accounts receivable later than when the amounts are recognized as revenue for book purposes. This change impacts several accounting methods previously used by the Company and is expected to result in an acceleration of taxability of such revenue beginning in 2018 as compared with prior U.S. tax laws. Additionally, future interest deductions of the Company will be limited to 30% of tax adjusted EBITDA through 2021. Although the Company believes the significant impacts from the 2017 Tax Act are those described above, it continues to review and evaluate the other provisions of the 2017 Tax Act. This review could result in changes to the amounts that it has provisionally recorded. The Company expects to complete this review and evaluation before the end of 2018. The components of income (loss) from continuing operations before income taxes for the years ended December 31, 2017 , December 25, 2016 , and December 27, 2015 are comprised of the following (in millions): 2017 2016 2015 Domestic $ (54.2 ) $ (61.8 ) $ (54.2 ) Foreign 3.4 9.5 9.6 Total $ (50.8 ) $ (52.3 ) $ (44.6 ) The provision (benefit) for income taxes from continuing operations for the years ended December 31, 2017 , December 25, 2016 , and December 27, 2015 are comprised of the following (in millions): 2017 2016 2015 Federal income taxes: Current $ (0.7 ) $ (0.5 ) $ (15.7 ) Deferred (9.0 ) 4.0 1.4 Total Federal (9.7 ) 3.5 (14.3 ) State and local income taxes Current 0.7 2.3 0.8 Deferred (0.7 ) 0.7 — Total State and local — 3.0 0.8 Foreign income taxes: Current 2.0 1.5 1.2 Deferred (0.5 ) 0.1 0.9 Total Foreign 1.5 1.6 2.1 Total $ (8.2 ) $ 8.1 $ (11.4 ) A reconciliation of the total income tax provision (benefit) to the amount computed by applying the statutory federal income tax rate of 35% to the loss from continuing operations before income taxes for the years ended December 31, 2017 , December 25, 2016 , and December 27, 2015 is as follows (in millions): 2017 2016 2015 Income tax (benefit) at federal statutory rate $ (17.8 ) $ (18.3 ) $ (15.6 ) State taxes, net of federal tax benefit and valuation allowance 0.7 0.2 (0.2 ) Difference in tax rates between U.S. and foreign — 0.1 (0.7 ) Increase (decrease) in valuation allowance (45.6 ) 19.1 — Nondeductible expense 1.1 0.7 0.8 Increase in reserve for uncertain tax positions 1.3 2.2 0.9 Changes to indefinite life items and separate state deferred taxes (2.2 ) 4.1 3.4 One-time transition tax on previously undistributed foreign earnings 6.2 — — Goodwill impairment 8.1 — — Impact related to the 2017 Tax Act 40.0 — — Total $ (8.2 ) $ 8.1 $ (11.4 ) The tax effects of temporary differences that give rise to deferred tax assets and deferred tax liabilities as of December 31, 2017 and December 25, 2016 are as follows (in millions): 2017 2016 Deferred tax assets: Allowance for doubtful accounts $ 0.2 $ 0.4 Sundry accruals 1.5 2.2 Vacation accrual 3.2 4.7 Stock-based compensation 3.1 5.2 Payroll related accruals 2.1 2.9 Lease accruals 2.5 4.5 Investments 1.3 2.0 Net operating loss carryforwards 95.7 124.8 Tax credit carryforwards 9.5 9.4 Deferred revenue 1.9 2.5 Reserves and other 6.1 11.9 127.1 170.5 Valuation allowance (87.5 ) (133.1 ) Total deferred tax assets, net of valuation allowance 39.6 37.4 Deferred tax liabilities: Unearned revenue (38.8 ) (43.0 ) Other intangibles (5.4 ) (7.0 ) Property and equipment, principally due to differences in depreciation (0.7 ) (2.0 ) Other (1.7 ) (2.7 ) Total deferred tax liabilities (46.6 ) (54.7 ) Net deferred tax liability $ (7.0 ) $ (17.3 ) In assessing the Company’s ability to realize deferred tax assets, management considers, on a periodic basis, whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. As such, management has determined that it is appropriate to maintain a full valuation allowance against the Company’s deferred tax assets, with the exception of an amount equal to its deferred tax liabilities, which can be expected to reverse over a definite life and certain foreign and separate state deferred tax assets. Management will continue to evaluate the necessity to maintain a valuation allowance against the Company’s net deferred tax assets. During fiscal 2017 , the Company recorded a net decrease in its federal valuation allowance of $47.8 million . At December 31, 2017 , the Company had federal tax loss carryforwards of $390.7 million and various state tax loss carryforwards of $348.7 million . The federal tax loss carryforwards will begin to expire in 2020 and state tax loss carryforwards will begin to expire in 2018 in certain states. Federal and state income tax laws impose restrictions on the utilization of net operating losses (“NOLs”) and tax credit carryforwards in the event that an “ownership change” occurs for tax purposes, as defined by Section 382 of the Internal Revenue Code of 1986, as amended (“Section 382”). In general, an ownership change occurs when shareholders owning 5% or more of a “loss corporation” (a corporation entitled to use NOLs or other loss carryovers) have increased their ownership of stock in such corporation by more than 50 percentage points during any 3 -year period. The annual base Section 382 limitation is calculated by multiplying the loss corporation’s value at the time of the ownership change by the greater of the long-term tax-exempt rate determined by the Internal Revenue Service in the month of the ownership change or the two preceding months. This base limitation is subject to adjustments, including an increase for built-in gains recognized in the five year period after the ownership change. In March 2010 , an “ownership change” occurred that will limit the utilization of NOL carryforwards. In July 2011 , another “ownership change” occurred. The March 2010 ownership change limitation is more restrictive. In prior years the Company acquired corporations with NOL carryforwards at the date of acquisition (“Acquired NOLs”). The Acquired NOLs are subject to separate limitations that may further restrict the use of Acquired NOLs. As a result, the Company’s federal annual utilization of NOL carryforwards was limited to at least $27.0 million a year for the five years succeeding the March 2010 ownership change and at least $ 11.6 million for each year thereafter subject to separate limitations for Acquired NOLs. If the entire limitation amount is not utilized in a year, the excess can be carried forward and utilized in future years. For the year ended December 31, 2017 , there was no impact of such limitations on the income tax provision since the amount of taxable income did not exceed the annual limitation amount. However, future equity offerings or acquisitions that have equity as a component of the purchase price could also cause an “ownership change.” If and when any other “ownership change” occurs, utilization of the NOLs or other tax attributes may be further limited. As discussed elsewhere, deferred tax assets relating to the NOLs and credit carryforwards are offset by a full valuation allowance. In addition, utilization of state tax loss carryforwards is dependent upon sufficient taxable income apportioned to the states. The Company has not provided deferred U.S. income taxes or foreign withholding taxes of approximately $7.7 million on temporary differences relating to the outside basis in its investment in foreign subsidiaries, which are essentially permanent in duration. As of December 31, 2017, all accumulated undistributed earnings of our foreign subsidiaries were subject to the one-time transition tax on foreign earnings required by the 2017 Tax Act. It is the Company’s intention to permanently reinvest undistributed earnings of its foreign subsidiaries. As of December 31, 2017 , the Company has $10.7 million of cash and cash equivalents available for distribution. The Company is subject to taxation in the U.S., various state tax jurisdictions and various foreign tax jurisdictions. The Company’s tax years for 2000 and later are subject to examination by the U.S. and state tax authorities due to the existence of NOL carryforwards. Generally, the Company’s tax years for 2002 and later are subject to examination by various foreign tax authorities, as well. The following table summarizes the activity related to the Company’s unrecognized tax benefits (in millions): Balance as of December 28, 2014 $ 16.4 Increases related to prior periods (acquired entities) 0.4 Increases related to current year tax positions 0.9 Decreases related to disposition (0.5 ) Balance as of December 27, 2015 17.2 Increases related to prior periods (acquired entities) 1.4 Increases related to current year tax positions 0.2 Expiration of applicable statutes of limitations (0.2 ) Balance as of December 25, 2016 18.6 Increases related to prior periods 0.4 Increases related to current year tax positions 1.1 Expiration of applicable statutes of limitations (0.6 ) Decrease in federal tax rate (3.9 ) Balance as of December 31, 2017 $ 15.6 Included in the balance of unrecognized tax benefits at December 31, 2017 , are $15.6 million of tax benefits that, if recognized, would affect the effective tax rate. Included in this amount is $11.0 million that would become a deferred tax asset if the tax benefit were recognized. As such, this benefit may be impacted by a corresponding valuation allowance depending upon the Company’s consolidated financial position at the time the benefits are recognized. The Company recognizes interest and penalties related to unrecognized tax benefits in its provision for income taxes. For the years ended December 31, 2017 , December 25, 2016 and December 27, 2015 , the Company recorded $0.5 million , $0.9 million , and $0.2 million , respectively, in interest or penalties. These amounts are netted by a benefit for interest and penalties related to the reversal of prior positions as noted above of $0.2 million , $0.0 million , and $0.1 million for the years ended December 31, 2017 , December 25, 2016 , and December 27, 2015 , respectively. As of December 31, 2017 , December 25, 2016 , and December 27, 2015 , the Company had recorded total interest and penalties of $2.2 million , $1.9 million and $1.0 million , respectively. The Company believes that it is reasonably possible that as much as $0.4 million of the liabilities for uncertain tax positions will expire within 12 months of December 31, 2017 due to the expiration of various applicable statues of limitations. |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Dec. 31, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Discontinued Operations On August 21, 2015, the Company completed the sale of the U.S. and U.K. operations of its Electronic Products Division to Ultra Electronics Holdings plc (“Ultra”), a public limited company formed under the laws of England and Wales and traded on the London Stock Exchange, and Ultra Electronics Defense Inc. (the “Buyer”), a Delaware corporation ultimately owned by Ultra, (the “Transaction”). Pursuant to the terms of that certain Stock Purchase Agreement, dated May 31, 2015, by and among the Company, Ultra and the Buyer (the “Purchase Agreement”), the Company sold to the Buyer all of the issued and outstanding capital stock of its wholly owned subsidiary Herley Industries, Inc. (“Herley”) and certain of Herley’s subsidiaries, including Herley-CTI, Inc., EW Simulation Technology, Ltd. and Stapor Research, Inc. (collectively, the “Herley Entities”), for $260.0 million in cash plus $5.0 million for taxes incurred as part of the Transaction, less a $2.0 million escrow to satisfy any purchase price adjustments, and an estimated working capital adjustment of $8.3 million . The Purchase Agreement also contains certain non-compete and indemnification provisions. Under the Purchase Agreement, the Company entered into an agreement to indemnify the Buyer for any pre-acquisition tax liabilities. The Company also agreed to indemnify Ultra for pre-existing environmental conditions for a period of five years from the closing date and with a maximum indemnification payment of $34.0 million . The Company does not believe payments will be required under the indemnification provision, and the assessment of the fair value is immaterial. Under the terms of the Purchase Agreement, a joint 338(h)(10) election has been made for income tax purposes, providing a “step up” in tax basis to Ultra. The Company incurred approximately $11.5 million in transaction-related costs. The gain on sale of $80.8 million is subject to changes in the indemnification obligations. In accordance with ASC 360-10-45-9, Property, Plant, and Equipment (Topic 360) and ASC 205-20-45-3 Presentation of Financial Statements (Topic 205), the Herley Entities were classified as discontinued operations in the accompanying consolidated financial statements for all periods presented. Immediately prior to the closing of the Transaction, the outstanding shares of the capital stock of (i) General Microwave Corporation, a New York corporation, and its direct and indirect wholly owned subsidiaries General Microwave Israel Corporation, a Delaware corporation, General Microwave Israel (1987) Ltd., an Israeli company, and Herley GMI Eyal Ltd., an Israeli company, (ii) MSI Acquisition Corp., a Delaware corporation and its wholly owned subsidiary Micro Systems, Inc., a Florida corporation, and (iii) Herley-RSS, Inc., a Delaware corporation, were distributed as a dividend by Herley to the Company and continued their current operations as wholly owned subsidiaries of the Company. In November 2015, the Company and Ultra settled the working capital adjustment at $8.1 million , and the net cash position at closing, resulting in a net payment to the Company of $2.7 million . This represents the payment from escrow to the Company of $2.0 million , as well as the payment from Ultra of $0.7 million , reflecting the difference in the estimated working capital and actual working capital and the net cash position at the close of the Transaction. In December 2015, the Company submitted to Ultra for reimbursement the maximum $5.0 million for taxes incurred as part of the Transaction, which was reimbursed in January 2016. The following table presents the results of discontinued operations (in millions): Year ended December 31, 2017 Year ended December 25, 2016 Year ended December 27, 2015 Revenue $ — $ — $ 59.7 Cost of sales — — 40.6 Selling, general and administrative expenses — 0.1 15.2 Interest expense, net — — 9.1 Other net income (expense) items that are not major — — 0.1 Loss from discontinued operations before income taxes — (0.1 ) (5.3 ) Gain on disposal of discontinued operations before income taxes — — 80.8 Total gain (loss) of discontinued operations before income taxes — (0.1 ) 75.5 Income tax expense 0.1 — 22.5 Income (loss) from discontinued operations $ (0.1 ) $ (0.1 ) $ 53.0 The results for the year ended December 27, 2015 are through the date of disposal of August 21, 2015. There was $4.2 million of depreciation and amortization expense included in selling, general and administrative expenses for the year ended December 27, 2015 . Interest expense is included based on an allocation consistent with the redemption of $175.0 million of the Notes and the repayment of $41.0 million in outstanding borrowings on the Credit Agreement that was repaid upon the completion of the sale of the Herley Entities in accordance with the terms and conditions of the Indenture and the Credit Agreement. Refer to Note 4 for further discussion. Intra-period tax allocation rules require the Company to allocate its provision for income taxes between continuing operations and other categories of earnings, such as discontinued operations. In periods in which there is a year-to-date pre-tax loss from continuing operations and pre-tax income in other categories of earnings, such as discontinued operations, the Company must allocate the tax provision to the other categories of earnings. A related tax benefit is then recorded in continuing operations. Due to the intra-period allocation rules, the Company recorded income tax expense of $0.1 million and $22.5 million in discontinued operations for the years ended December 31, 2017 , and December 27, 2015 , respectively. There was no income tax recorded in discontinued operations for the year ended December 25, 2016 . The following is a summary of the assets and liabilities of discontinued operations as of December 31, 2017 and December 25, 2016 (in millions): December 31, 2017 December 25, 2016 Accrued compensation $ — $ 0.6 Other current liabilities 1.1 1.0 Current liabilities of discontinued operations $ 1.1 $ 1.6 Other long-term liabilities of discontinued operations $ 3.8 $ 3.7 |
Fair Value Measurement
Fair Value Measurement | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | Fair Value Measurement Topic 820 establishes a valuation hierarchy for disclosure of the inputs to valuation used to measure fair value. This hierarchy prioritizes the inputs into three broad levels as follows. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument. Level 3 inputs are unobservable inputs based on the Company’s own assumptions used to measure assets and liabilities at fair value. A financial asset or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stockholders' Equity | Stockholders’ Equity (a) Common Stock On November 23, 2016, the Company sold approximately 13.4 million shares of its common stock at a purchase price of $6.00 per share in an underwritten public offering. The Company received gross proceeds of approximately $80.5 million . After deducting underwriting fees and other offering expenses, the Company received approximately $76.2 million in net proceeds. The Company used $14.1 million of the net proceeds from this transaction to redeem approximately $14.5 million of its Notes. On March 7, 2017 and September 12, 2017, the Company sold approximately 11.9 million and 16.1 million , respectively, shares of common stock at a purchase price of $7.25 and $12.25 , respectively, per share in underwritten public offerings. The Company received gross proceeds of approximately $283.5 million . After deducting underwriting fees and other offering expenses, the Company received approximately $269.1 million in net proceeds. The Company used the net proceeds to repurchase and extinguish $135.5 million of its outstanding 7% Notes. The remainder of the funds will be used for general corporate purposes, including funding expected growth and strategic investments in the Company’s high performance unmanned aerial vehicle business area and other new programs under contract. (b) Stock Option Plans and Restricted Stock Unit Plans In March 2014 the Company’s board of directors (the “Board”) approved the 2014 Equity Incentive Plan (the “2014 Plan”). The 2014 Plan is the successor to the Kratos Defense & Security Solutions, Inc. 2011 Equity Incentive Plan, the Kratos Defense & Security Solutions, Inc. Amended and Restated 2005 Equity Incentive Plan, the Kratos Defense & Security Solutions, Inc. 2000 Nonstatutory Stock Option Plan, the Kratos Defense & Security Solutions, Inc. 1999 Equity Incentive Plan, the Amended and Restated Integral Systems, Inc. 2008 Stock Incentive Plan, the Amended and Restated Herley Industries, Inc. 2010 Stock Plan, the Herley Industries, Inc. 2003 Stock Option Plan, the Henry Bros. Electronics, Inc. 2007 Stock Option Plan, the Henry Bros. Electronics, Inc. 2006 Stock Option Plan, the Amended and Restated 2005 Digital Fusion, Inc. Equity Incentive Plan, the 2000 Digital Fusion, Inc. Stock Option Plan, the 1999 Digital Fusion, Inc. Stock Option Plan, and the 1998 Digital Fusion, Inc. Stock Option Plan (collectively, the “Prior Plans”). The 2014 Plan became effective May 14, 2014 and no additional stock awards will be granted under the Prior Plans as of April 1, 2014. All outstanding stock awards granted subject to the terms of the Prior Plans will continue to be subject to the terms and conditions as set forth in the agreements evidencing such stock awards and the terms of the respective Prior Plans. Any shares subject to outstanding stock awards granted under the Prior Plans or granted outside of a Prior Plan that, at any time after March 27, 2014, (i) expire or terminate for any reason prior to exercise or settlement; (ii) are forfeited, canceled or otherwise returned to the Company because of the failure to meet a contingency or condition required to vest such shares; or (iii) are reacquired, withheld (or not issued) to satisfy a tax withholding obligation in connection with an award or to satisfy the purchase price or exercise price of a stock award (collectively, the “Returning Shares”) will immediately be added to the share reserve of the 2014 Plan and become available for issuance pursuant to stock awards granted under the 2014 Plan. As of March 27, 2014 , there were 2,306,256 shares remaining available for issuance under the Prior Plans. The total number of awards outstanding under all of the Prior Plans and outside of any Prior Plan was 5,511,322 as of March 27, 2014 . The 2014 Plan decreased the number of shares remaining available for issuance under its equity compensation plans from 2,306,256 to 1,550,000 , although, per the 2014 Plan, up to 5,511,322 shares subject to outstanding awards under the Prior Plans and non-plan grants could potentially become Returning Shares available for issuance under the 2014 Plan. In May 2017, the Company’s shareholders approved an amendment to the 2014 Plan to increase the aggregate number of shares that may be issued under the plan by 2,500,000 shares. The Board may grant equity-based awards to selected employees, directors and consultants of the Company pursuant to its 2014 Plan. As of December 31, 2017 , there were 3,954,912 shares reserved for issuance for future grant under the 2014 Plan. The Board may amend or terminate the 2014 Plan at any time. Certain amendments, including an increase in the share reserve, require stockholder approval. Generally, options and restricted stock units outstanding vest over periods not exceeding ten years . When the Company grants stock options, they are granted with a per share exercise price not less than the fair market value of the Company’s common stock on the date of grant, and generally would be exercisable for up to ten years from the grant date. The Company records compensation expense for employee stock options based on the estimated fair value of the options on the date of grant using the Black-Scholes option-pricing model or a trinomial lattice options pricing model with the weighted average assumptions (annualized percentages) included in the following table. Awards with graded vesting are recognized using the straight-line method with the following assumptions: 2017 2016 2015 Stock Options Expected life 10.0 10.0 10.0 Risk-free interest rate(1) 2.2% - 2.5% 1.8% - 2.4% 2.1% - 2.3% Volatility(2) 53.8% - 55.0% 55.2% - 55.8% 54.4% - 54.7% Forfeiture rate(3) 5.0% 5.0% 5.0% Dividend yield(4) —% —% —% (1) The risk-free interest rate is based on U.S. Treasury yields in effect at the time of grant with a term equal to the expected term of the options. (2) In 2017 , 2016 , and 2015 , the Company estimated implied volatility based upon trailing volatility. (3) Forfeitures are estimated at the time of grant based upon historical information. Forfeitures will be revised, if necessary, in subsequent periods if actual forfeitures differ from estimates. (4) The Company has no history or expectation of paying dividends on its common stock. A summary of the status of the Company’s stock option plan as of December 31, 2017 , and changes in options outstanding under the plan for the year ended December 31, 2017 , is as follows: Number of Shares Under Option Weighted-Average Exercise Price per Share Weighted- Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (000’s) (000’s) Options outstanding at December 25, 2016 963 $ 8.05 5.2 $ 1,924.1 Granted 7 $ 9.78 Exercised (49 ) $ 8.85 Forfeited or expired (22 ) $ 16.40 Options outstanding at December 31, 2017 899 $ 7.82 4.4 4,224.8 Options exercisable at December 31, 2017 322 $ 12.91 3.4 $ 965.6 As of December 31, 2017 , there was $0.1 million of total unrecognized stock-based compensation expense related to nonvested options, which is expected to be recognized over a remaining weighted-average vesting period of .5 years. Upon exercise of an option, the Company issues new shares of common stock. During the years ended December 31, 2017 , December 25, 2016 , and December 27, 2015 the following values relate to the grants and exercises under the Company’s option plans: 2017 2016 2015 Weighted average grant date fair value of options granted $ 6.39 $ 3.36 $ 3.31 Total intrinsic value of options exercised (in thousands) $ 67.1 $ — $ — The following table summarizes the Company’s Restricted Stock Unit activity: Restricted Weighted-Average Grant Date Fair Value Nonvested balance at December 25, 2016 2,246 $ 6.81 Grants 1,180 $ 7.45 Vested (841 ) $ 7.48 Forfeitures (20 ) $ 7.28 Vested but not released (307 ) $ 7.24 Nonvested balance at December 31, 2017 2,258 $ 6.83 As of December 31, 2017 , there was $7.2 million of total unrecognized stock-based compensation expense related to nonvested restricted stock units which is expected to be recognized over a remaining weighted-average vesting period of 3.1 years. The fair value of restricted stock unit awards that vested in 2017 , 2016 , and 2015 was $6.3 million , $4.7 million , and $3.6 million , respectively. (c) Amended and Restated Employee Stock Purchase Plan In August 1999, the Board approved the 1999 Employee Stock Purchase Plan (as amended from time to time, the “Purchase Plan”). A total of 5,200,000 shares of common stock had been previously approved for reservation of the Company’s common stock for purchase by employees under the Purchase Plan. In May 2017, the Company’s shareholders approved an amendment to the Purchase Plan to increase the maximum number of shares of common stock that may be issued under the Purchase Plan by 3,000,000 shares. The Purchase Plan qualifies as an employee stock purchase plan within the meaning of Section 423 of the Internal Revenue Service Code. Unless otherwise determined by the Compensation Committee of the Board, all employees are eligible to participate in the Purchase Plan, so long as they are employed by the Company (or a subsidiary designated by the Board) for at least 20 hours per week and were customarily employed by the Company (or a subsidiary designated by the Board) for at least 5 months per calendar year. Employees who actively participate in the Purchase Plan are eligible to have up to 15% of their earnings for each purchase period withheld pursuant to the Purchase Plan. The amount that is withheld is used at various purchase dates within the offering period to purchase shares of common stock. The price paid for common stock at each such purchase date is equal to the lower of 85% of the fair market value of the common stock at the commencement date of that offering period or 85% of the fair market value of the common stock on the relevant purchase date. Employees are also able to end their participation in the offering at any time during the offering period, and participation ends automatically upon termination of employment. From the Purchase Plan’s inception through December 31, 2017 , the cumulative number of shares of common stock that have been issued under the Purchase Plan is 5.0 million and approximately 3.2 million shares are available for future issuance. During fiscal 2017 , approximately 870,000 shares were issued under the plan at an average price of $5.65 . The fair value of Kratos’ Purchase Plan shares for 2017 was estimated using the Black-Scholes option pricing model. The assumptions and resulting fair values of options granted for 2017 , 2016 and 2015 were as follows: Offering Periods January 1 to December 31 2017 Offering Periods January 1 to December 31, 2016 Offering Periods January 1 to December 31, 2015 Expected term (in years)(1) 0.5 0.5 0.5 Risk-free interest rate(2) .62% - 1.14% 0.36% - 0.49% 0.11% - 0.12% Expected volatility(3) 44.38% - 53.70% 53.00% - 55.55% 39.63% - 40.91% Expected dividend yield(4) —% —% —% Weighted average grant-date fair value per share $2.51 $1.23 $1.43 (1) The expected term is equivalent to the offering period. (2) The risk-free interest rate is based on U.S. Treasury yields in effect at the time of grant with a term equal to the expected term. (3) The Company estimated implied volatility based upon trailing volatility. (4) The Company has no history or expectation of paying dividends on its common stock. As of December 31, 2017 , there was no material unrecognized compensation expense related to the Purchase Plan. |
Retirement Plans
Retirement Plans | 12 Months Ended |
Dec. 31, 2017 | |
Retirement Benefits [Abstract] | |
Retirement Plans | Retirement Plans The Company provides eligible employees the opportunity to participate in defined-contribution savings plans (commonly known as 401(k) plans), which permit contributions on a before-tax basis. Generally, salaried employees and certain hourly employees are eligible to participate in the plans. Under most plans, the employee may contribute to various investment alternatives. In certain plans, the Company matches a portion of the employees’ contributions. The Company’s matching contributions to these defined-contribution savings plans totaled $4.7 million in 2017 , $4.3 million in 2016 , and $4.9 million in 2015 . |
Significant Customers
Significant Customers | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
Significant Customers | Significant Customers Revenue from the U.S. Government (which includes Foreign Military Sales) includes revenue from contracts for which the Company is the prime contractor as well as those for which the Company is a subcontractor and the ultimate customer is the U.S. Government. The KGS and US segments have substantial revenue from the U.S. Government. Sales to the U.S. Government amounted to approximately $452.8 million , $398.3 million , and $402.9 million or 60% , 60% , and 61% , of total revenue for the years ended December 31, 2017 , December 25, 2016 , and December 27, 2015 , respectively. |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information The Company operates in three reportable segments. The KGS reportable segment is comprised of an aggregation of KGS operating segments, including defense and rocket support services, microwave electronic products and satellite communications, technical and training solutions, and modular systems operating segments. The US reportable segment consists of the Company’s unmanned aerial, unmanned ground, unmanned seaborne and command, control and communications system business. The KGS and US segments provide products, solutions and services for mission critical national security programs. KGS and US customers primarily include national security related agencies, the DoD, intelligence agencies and classified agencies, and to a lesser degree, international government agencies and domestic and international commercial customers. The PSS segment designs, engineers, deploys, operates, integrates into command and control infrastructure, maintains and operates security and surveillance solutions for homeland security, public safety, critical infrastructure, government and commercial customers. PSS customers include those in the critical infrastructure, power generation, power transport, nuclear energy, financial, IT, healthcare, education, transportation and petro-chemical industries, as well as certain government and military customers. The Company organizes its reportable segments based on the nature of the products, solutions and services offered. Transactions between segments are generally negotiated and accounted for under terms and conditions similar to other government and commercial contracts. In the following table total operating income (loss) from continuing operations of the reportable business segments is reconciled to the corresponding consolidated amount. The reconciling item “unallocated corporate expense, net” includes costs for certain stock-based compensation programs (including stock-based compensation costs for stock options, employee stock purchase plan and restricted stock units), the effects of items not considered part of management’s evaluation of segment operating performance, merger and acquisition expenses, corporate costs not allocated to the segments, and other miscellaneous corporate activities. As discussed in “Discontinued Operations” in Note 8 of these notes to consolidated financial statements, the Company began reporting the Herley Entities as discontinued operations effective in the second quarter of fiscal 2015. Prior to the decision to sell the Herley Entities, the Company reported their financial results in the KGS reportable segment. Accordingly, segment results have been recast for 2015 to reflect the disposition of the Herley Entities as discontinued operations. As certain overhead type costs previously allocated to the Herley Entities were not allocable to discontinued operations, prior period corporate costs have been reallocated amongst the continuing reportable segments. Revenues, operating income (loss) and assets disclosed below provided by the Company’s reportable segments for the years ended December 31, 2017 , December 25, 2016 , and December 27, 2015 , are as follows (in millions): 2017 2016 2015 Revenues: Kratos Government Solutions Service revenues $ 196.5 $ 221.0 $ 209.5 Product sales 283.8 244.8 236.6 Total Kratos Government Solutions 480.3 465.8 446.1 Public Safety & Security Service revenues 149.9 127.1 144.7 Product sales — — — Total Public Safety & Security 149.9 127.1 144.7 Unmanned Systems Service revenues — — — Product sales 121.7 75.8 66.3 Total Unmanned Systems 121.7 75.8 66.3 Total revenues $ 751.9 $ 668.7 $ 657.1 Depreciation and amortization: Kratos Government Solutions $ 14.3 $ 14.9 $ 18.2 Public Safety & Security 0.4 0.5 0.6 Unmanned Systems 7.8 7.4 6.7 Total depreciation and amortization $ 22.5 $ 22.8 $ 25.5 Operating income (loss) from continuing operations: Kratos Government Solutions $ 1.7 $ 17.3 $ 16.1 Public Safety & Security 3.8 (3.0 ) 2.6 Unmanned Systems (3.0 ) (27.7 ) (16.2 ) Corporate activities (8.3 ) (5.2 ) (7.0 ) Total operating loss from continuing operations $ (5.8 ) $ (18.6 ) $ (4.5 ) Revenues from foreign customers were approximately $84.7 million or 11% , $80.1 million or 12% and $73.2 million or 11% of total revenue for the years ended December 31, 2017 , December 25, 2016 , and December 27, 2015 , respectively. Included in the 2016 operating losses for the US reportable segment is an $18.7 million loss accrual recorded on the Air Force Research Laboratory (“AFRL”) Low-Cost Attritable Strike UAS Demonstration (“LCASD”) cost share contract awarded in July 2016. Included in the 2015 operating losses for the US reportable segment are increased costs of $5.7 million , primarily related to certain retrofits necessary to address product design changes as well as due to a contract conversion adjustment on certain of the Company’s aerial platforms. Included in the 2016 operating losses for the PSS reportable segment is a $1.9 million charge related to the settlement of a contract dispute and $4.1 million in unexpected cost growth on several large long-term security integration projects which are nearing completion. Included in the 2017 operating loss for the KGS reportable segment is a $24.2 million impairment of the carrying value of the goodwill of the DRSS business within the KGS segment. Included in the 2016 operating income for the KGS reportable segment is a $9.2 million charge that was recorded in the Company’s modular systems business as a result of the closure of one of its manufacturing facilities, and the exit from certain lower margin product business lines. Reportable segment assets are as follows (in millions): December 31, 2017 December 25, 2016 December 27, 2015 Assets: Kratos Government Solutions $ 597.9 $ 609.8 $ 606.8 Unmanned Systems 201.9 172.1 162.0 Public Safety & Security 97.4 92.0 96.8 Corporate activities 126.8 74.7 37.7 Total assets $ 1,024.0 $ 948.6 $ 903.3 Assets of foreign subsidiaries in the KGS segment were $116.7 million , $113.7 million and $106.2 million as of December 31, 2017 , December 25, 2016 and December 27, 2015 , respectively. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies In addition to commitments and obligations in the ordinary course of business, the Company is subject to various claims, pending and potential legal actions for damages, investigations relating to governmental laws and regulations and other matters arising out of the normal conduct of the Company’s business. The Company assesses contingencies to determine the degree of probability and range of possible loss for potential accrual in its consolidated financial statements. An estimated loss contingency is accrued in the Company’s consolidated financial statements if it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Because litigation is inherently unpredictable and unfavorable resolutions could occur, assessing litigation contingencies is highly subjective and requires judgments about future events. When evaluating contingencies, the Company may be unable to provide a meaningful estimate due to a number of factors, including but not limited to the procedural status of the matter in question, the presence of complex or novel legal theories, and the ongoing discovery and development of information important to the matters. In addition, damage amounts claimed in litigation against it may be unsupported, exaggerated or unrelated to possible outcomes, and as such are not meaningful indicators of its potential liability. The Company regularly reviews contingencies to determine the adequacy of its accruals and related disclosures. The amount of ultimate loss may differ from these estimates. It is possible that cash flows or results of operations could be materially affected in any particular period by the unfavorable resolution of one or more of these contingencies. Whether any losses finally determined in any claim, action, investigation or proceeding could reasonably have a material effect on the Company’s business, financial condition, results of operations or cash flows will depend on a number of variables, including: the timing and amount of such losses; the structure and type of any remedies; the monetary significance any such losses, damages or remedies may have on the consolidated financial statements; and the unique facts and circumstances of the particular matter that may give rise to additional factors. Legal and Regulatory Matters. U.S. Government Cost Claims The Company’s contracts with the DoD are subject to audit by the Defense Contract Audit Agency (“DCAA”). As a result of these audits, from time to time the Company is advised of claims concerning potential disallowed, overstated or disputed costs. For example, during the course of recent audits of the Company’s contracts, the DCAA is closely examining and questioning certain of the established and disclosed practices that it had previously audited and accepted. Costs incurred and allocated to contracts with the U.S. Government are regularly scrutinized for compliance with regulatory standards by the Company’s personnel. On July 28, 2015, the Company received a determination letter from Defense Contract Management Agency (“DCMA”) regarding what DCMA believed were certain unallowable costs for one of the Company’s subsidiaries with respect to fiscal year 2007. In April 2016, the Company reached agreement with the DCAA to settle matters related to unallowable costs for this subsidiary for fiscal years 2007 and 2008 for approximately $0.2 million . For those Company subsidiaries and fiscal years which have not yet been audited by the DCAA or for those audits which are in process which have not been completed by the DCAA, the Company cannot reasonably estimate the range of loss, if any, that may result from audits and reviews in which it is currently involved given the inherent difficulty in predicting regulatory action, fines and penalties, if any, and the various remedies and levels of judicial review available to the Company in the event of an adverse finding. As a result, the Company has not recorded any liability related to these matters. Other Litigation Matters The Company is subject to normal and routine litigation arising from the ordinary course and conduct of business, and, at times, as a result of acquisitions and dispositions. Such disputes include, for example, commercial, employment, intellectual property, environmental and securities matters. The aggregate amounts accrued related to these matters are not material to the total liabilities of the Company. The Company intends to defend itself in any such matters and does not currently believe that the outcome of any such matters will have a material adverse impact on its financial condition, results of operations or cash flows. |
Quarterly Financial Data (Unaud
Quarterly Financial Data (Unaudited) | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Data (Unaudited) | Quarterly Financial Data (Unaudited) The following financial information reflects all normal and recurring adjustments that are, in the opinion of management, necessary for a fair statement of the results of the interim periods. Summarized quarterly data for the years ended December 31, 2017 and December 25, 2016 , is as follows (in millions, except per share data): First Quarter Second Quarter Third Quarter Fourth Quarter Fiscal year 2017 Revenues $ 167.8 $ 185.7 $ 196.2 $ 202.2 Gross profit 45.1 47.4 48.1 56.7 Operating income (loss) from continuing operations 1.7 2.6 3.1 (13.2 ) Provision (benefit) for income taxes 1.5 1.8 0.2 (11.7 ) Loss from continuing operations (9.9 ) (6.2 ) (4.2 ) (22.3 ) Income (loss) from discontinued operations (0.1 ) — (0.1 ) 0.1 Net loss $ (10.0 ) $ (6.2 ) $ (4.3 ) $ (22.2 ) Basic loss per common share: Loss from continuing operations $ (0.13 ) $ (0.07 ) $ (0.05 ) $ (0.21 ) Income (loss) from discontinued operations $ — $ — $ — $ — Net loss per common share $ (0.13 ) $ (0.07 ) $ (0.05 ) $ (0.21 ) Diluted loss per common share: Loss from continuing operations $ (0.13 ) $ (0.07 ) $ (0.05 ) $ (0.21 ) Income (loss) from discontinued operations $ — $ — $ — $ — Net loss per common share $ (0.13 ) $ (0.07 ) $ (0.05 ) $ (0.21 ) In the fourth quarter of 2017 , the Company recorded an impairment of $24.2 million of the carrying value of the goodwill related to its DRSS reporting unit within its KGS reportable segment. The Company also recorded a $15.2 million loss on extinguishment of debt in the fourth quarter of 2017 related to the redemption and extinguishment of the Company’s 7% Notes. First Quarter Second Quarter Third Quarter Fourth Quarter Fiscal year 2016 Revenues $ 153.0 $ 168.2 $ 165.4 $ 182.1 Gross profit 35.9 45.2 25.9 46.6 Operating income (loss) from continuing operations (10.2 ) — (13.0 ) 4.6 Provision for income taxes 3.6 1.8 1.9 0.8 Loss from continuing operations (22.2 ) (10.3 ) (23.5 ) (4.4 ) Income (loss) from discontinued operations — (0.1 ) (0.1 ) 0.1 Net loss $ (22.2 ) $ (10.4 ) $ (23.6 ) $ (4.3 ) Basic loss per common share: Loss from continuing operations $ (0.37 ) $ (0.17 ) $ (0.39 ) $ (0.07 ) Income (loss) from discontinued operations $ — $ — $ — $ — Net loss per common share $ (0.37 ) $ (0.17 ) $ (0.39 ) $ (0.07 ) Diluted loss per common share: Loss from continuing operations $ (0.37 ) $ (0.17 ) $ (0.39 ) $ (0.07 ) Income (loss) from discontinued operations $ — $ — $ — $ — Net loss per common share $ (0.37 ) $ (0.17 ) $ (0.39 ) $ (0.07 ) In the first, second, third, and fourth quarters of 2016, the Company recorded restructuring charges of $3.0 million , $4.7 million , $0.1 million , and $1.4 million , respectively, related to the closure of one of its facilities for its modular systems business and exit from certain lower margin product lines. In the third quarter of 2016, the Company recorded an $18.7 million loss accrual recorded on the AFRL LCASD cost share contract awarded in July 2016. |
Condensed Consolidating Financi
Condensed Consolidating Financial Statements | 12 Months Ended |
Dec. 31, 2017 | |
Condensed Financial Information of Parent Company Only Disclosure [Abstract] | |
Condensed Consolidating Financial Statements | Condensed Consolidating Financial Statements The Company has $300.0 million in outstanding 6.5% Notes (see Note 4). The 6.5% Notes are guaranteed by the Subsidiary Guarantors and are collateralized by the assets of certain of the Company’s 100% owned subsidiaries. The 6.5% Notes are fully and unconditionally guaranteed on a joint and several basis by each guarantor subsidiary and the Company. There are no contractual restrictions limiting cash transfers from guarantor subsidiaries by dividends, loans or advances to the Company. The 6.5% Notes are not guaranteed by the Company’s foreign subsidiaries (the “Non-Guarantor Subsidiaries”). The following tables present condensed consolidating financial statements for the parent company, the Subsidiary Guarantors and the Non-Guarantor Subsidiaries, respectively, for 2017 , 2016 , and 2015 . The consolidating financial information below follows the same accounting policies as described in the consolidated financial statements, except for the use of the equity method of accounting to reflect ownership interests in wholly-owned subsidiaries, which are eliminated upon consolidation. Condensed Consolidating Balance Sheet December 31, 2017 (in millions) Parent Company Subsidiary Guarantors on a Combined Basis Non-Guarantors on a Combined Basis Eliminations Consolidated Assets Current Assets: Cash and cash equivalents $ 121.1 $ (2.2 ) $ 10.7 $ — $ 129.6 Accounts receivable, net — 239.9 28.5 — 268.4 Amounts due from affiliated companies 238.1 — — (238.1 ) — Inventoried costs — 32.2 18.2 — 50.4 Other current assets 3.9 15.6 3.4 — 22.9 Total current assets 363.1 285.5 60.8 (238.1 ) 471.3 Property, plant and equipment, net 1.9 52.5 6.8 — 61.2 Goodwill — 418.3 42.9 — 461.2 Intangible assets, net — 15.8 6.2 — 22.0 Investment in subsidiaries 471.1 70.0 — (541.1 ) — Other assets 0.8 7.5 — — 8.3 Total assets $ 836.9 $ 849.6 $ 116.7 $ (779.2 ) $ 1,024.0 Liabilities and Stockholders’ Equity Current liabilities: Accounts payable $ 2.3 $ 42.0 $ 4.5 $ — $ 48.8 Accrued expenses 5.7 38.3 3.3 — 47.3 Accrued compensation 5.6 25.3 3.9 — 34.8 Billings in excess of costs and earnings on uncompleted contracts — 42.6 4.6 — 47.2 Amounts due to affiliated companies — 206.4 31.7 (238.1 ) — Other current liabilities 1.4 4.6 3.7 — 9.7 Current liabilities of discontinued operations 1.0 — 0.1 — 1.1 Total current liabilities 16.0 359.2 51.8 (238.1 ) 188.9 Long-term debt, net of current portion 293.5 — — — 293.5 Other long-term liabilities 12.1 7.3 6.9 — 26.3 Non-current liabilities of discontinued operations 3.8 — — — 3.8 Total liabilities 325.4 366.5 58.7 (238.1 ) 512.5 Total stockholders’ equity 511.5 483.1 58.0 (541.1 ) 511.5 Total liabilities and stockholders’ equity $ 836.9 $ 849.6 $ 116.7 $ (779.2 ) $ 1,024.0 Condensed Consolidating Balance Sheet December 25, 2016 (in millions) Parent Company Subsidiary Guarantors on a Combined Basis Non-Guarantors on a Combined Basis Eliminations Consolidated Assets Current Assets: Cash and cash equivalents $ 67.2 $ (3.3 ) $ 5.2 $ — $ 69.1 Accounts receivable, net — 197.9 31.5 — 229.4 Amounts due from affiliated companies 204.6 — — (204.6 ) — Inventoried costs — 37.2 18.2 — 55.4 Other current assets 6.3 11.6 1.3 — 19.2 Total current assets 278.1 243.4 56.2 (204.6 ) 373.1 Property, plant and equipment, net 1.6 41.7 6.5 — 49.8 Goodwill — 442.5 42.9 — 485.4 Intangible assets, net — 24.5 8.1 — 32.6 Investment in subsidiaries 458.0 67.5 — (525.5 ) — Other assets 0.4 7.3 — — 7.7 Total assets $ 738.1 $ 826.9 $ 113.7 $ (730.1 ) $ 948.6 Liabilities and Stockholders’ Equity Current liabilities: Accounts payable $ 4.5 $ 43.7 $ 4.5 $ — $ 52.7 Accrued expenses 5.6 44.5 3.5 — 53.6 Accrued compensation 4.0 31.2 3.9 — 39.1 Billings in excess of costs and earnings on uncompleted contracts — 38.9 2.9 — 41.8 Amounts due to affiliated companies — 174.6 30.0 (204.6 ) — Other current liabilities 1.4 4.1 2.2 — 7.7 Current liabilities of discontinued operations 1.5 — 0.1 — 1.6 Total current liabilities 17.0 337.0 47.1 (204.6 ) 196.5 Long-term debt, net of current portion 430.2 — 0.8 — 431.0 Other long-term liabilities 10.8 19.9 10.3 — 41.0 Non-current liabilities of discontinued operations 3.7 — — — 3.7 Total liabilities 461.7 356.9 58.2 (204.6 ) 672.2 Total stockholders’ equity 276.4 470.0 55.5 (525.5 ) 276.4 Total liabilities and stockholders’ equity $ 738.1 $ 826.9 $ 113.7 $ (730.1 ) $ 948.6 Condensed Consolidating Statement of Operations and Comprehensive Income (Loss) Year Ended December 31, 2017 (in millions) Parent Company Subsidiary Guarantors on a Combined Basis Non-Guarantors on a Combined Basis Eliminations Consolidated Service revenues $ — $ 334.3 $ 12.1 $ — $ 346.4 Product sales — 360.2 60.0 (14.7 ) 405.5 Total revenues — 694.5 72.1 (14.7 ) 751.9 Cost of service revenues — 238.6 8.9 — 247.5 Cost of product sales — 274.4 47.4 (14.7 ) 307.1 Total costs — 513.0 56.3 (14.7 ) 554.6 Gross profit — 181.5 15.8 — 197.3 Selling, general and administrative expenses 9.1 163.6 12.6 — 185.3 Research and development expenses — 16.6 1.2 — 17.8 Operating income (loss) from continuing operations (9.1 ) 1.3 2.0 — (5.8 ) Other income (expense): Interest income (expense), net (28.9 ) 0.2 0.1 — (28.6 ) Loss on extinguishment of debt (17.3 ) — — — (17.3 ) Other income (expense), net — 0.2 0.7 — 0.9 Total other income (expense), net (46.2 ) 0.4 0.8 — (45.0 ) Income (loss) from continuing operations before income taxes (55.3 ) 1.7 2.8 — (50.8 ) Provision (benefit) for income taxes from continuing operations 0.4 (8.9 ) 0.3 — (8.2 ) Income (loss) from continuing operations (55.7 ) 10.6 2.5 — (42.6 ) Loss from discontinued operations (0.1 ) — — — (0.1 ) Equity in net income (loss) of subsidiaries 13.1 2.5 — (15.6 ) — Net income (loss) $ (42.7 ) $ 13.1 $ 2.5 $ (15.6 ) $ (42.7 ) Comprehensive income (loss) $ (42.4 ) $ 13.1 $ 2.8 $ (15.9 ) $ (42.4 ) Condensed Consolidating Statement of Operations and Comprehensive Income (Loss) Year Ended December 25, 2016 (in millions) Parent Company Subsidiary Guarantors on a Combined Basis Non-Guarantors on a Combined Basis Eliminations Consolidated Service revenues $ — $ 330.9 $ 17.2 $ — $ 348.1 Product sales — 273.8 54.6 (7.8 ) 320.6 Total revenues — 604.7 71.8 (7.8 ) 668.7 Cost of service revenues — 244.0 11.8 — 255.8 Cost of product sales — 225.0 42.1 (7.8 ) 259.3 Total costs — 469.0 53.9 (7.8 ) 515.1 Gross profit — 135.7 17.9 — 153.6 Selling, general and administrative expenses 6.3 142.3 9.7 — 158.3 Research and development expenses — 13.5 0.4 — 13.9 Operating income (loss) from continuing operations (6.3 ) (20.1 ) 7.8 — (18.6 ) Other income (expense): Interest expense, net (34.6 ) (0.1 ) — — (34.7 ) Gain on extinguishment of debt 0.2 — — — 0.2 Other income (expense), net — 0.2 0.6 — 0.8 Total other income (expense), net (34.4 ) 0.1 0.6 — (33.7 ) Income (loss) from continuing operations before income taxes (40.7 ) (20.0 ) 8.4 — (52.3 ) Provision (benefit) for income taxes from continuing operations (0.1 ) 7.0 1.2 — 8.1 Income (loss) from continuing operations (40.6 ) (27.0 ) 7.2 — (60.4 ) Loss from discontinued operations (0.1 ) — — — (0.1 ) Equity in net income (loss) of subsidiaries (19.8 ) 7.2 — 12.6 — Net income (loss) $ (60.5 ) $ (19.8 ) $ 7.2 $ 12.6 $ (60.5 ) Comprehensive income (loss) $ (60.8 ) $ (19.8 ) $ 6.9 $ 12.9 $ (60.8 ) Condensed Consolidating Statement of Operations and Comprehensive Income (Loss) Year Ended December 27, 2015 (in millions) Parent Company Subsidiary Guarantors on a Combined Basis Non-Guarantors on a Combined Basis Eliminations Consolidated Service revenues $ — $ 339.0 $ 15.2 $ — $ 354.2 Product sales — 262.3 56.3 (15.7 ) 302.9 Total revenues — 601.3 71.5 (15.7 ) 657.1 Cost of service revenues — 255.5 11.0 — 266.5 Cost of product sales — 203.1 41.4 (15.7 ) 228.8 Total costs — 458.6 52.4 (15.7 ) 495.3 Gross profit — 142.7 19.1 — 161.8 Selling, general and administrative expenses 10.1 130.8 9.2 — 150.1 Research and development expenses — 15.7 0.5 — 16.2 Operating income (loss) from continuing operations (10.1 ) (3.8 ) 9.4 — (4.5 ) Other income (expense): . Interest expense, net (35.8 ) (0.1 ) (0.1 ) — (36.0 ) Loss on extinguishment of debt (3.4 ) — — — (3.4 ) Other income (expense), net — (3.3 ) 2.6 — (0.7 ) Total other income (expense), net (39.2 ) (3.4 ) 2.5 — (40.1 ) Income (loss) from continuing operations before income taxes (49.3 ) (7.2 ) 11.9 — (44.6 ) Provision (benefit) for income taxes from continuing operations (17.8 ) 4.4 2.0 — (11.4 ) Income (loss) from continuing operations (31.5 ) (11.6 ) 9.9 — (33.2 ) Income (loss) from discontinued operations 71.8 (21.1 ) 2.3 — 53.0 Equity in net income (loss) of subsidiaries (20.5 ) 12.2 — 8.3 — Net income (loss) $ 19.8 $ (20.5 ) $ 12.2 $ 8.3 $ 19.8 Comprehensive income (loss) $ 20.1 $ (20.5 ) $ 12.3 $ 8.2 $ 20.1 Condensed Consolidating Statement of Cash Flows Year Ended December 31, 2017 (in million) Parent Company Subsidiary Guarantors on a Combined Basis Non-Guarantors on a Combined Basis Eliminations Consolidated Net cash provided by (used in) operating activities from continuing operations $ (25.9 ) $ (8.8 ) $ 7.7 $ — $ (27.0 ) Investing activities: Investment in affiliated companies (33.2 ) — — 33.2 — Capital expenditures (0.8 ) (23.9 ) (1.8 ) — (26.5 ) Proceeds from sale of assets — 0.7 — — 0.7 Net cash provided by (used in) investing activities from continuing operations (34.0 ) (23.2 ) (1.8 ) 33.2 (25.8 ) Financing activities: Proceeds from the issuance of long-term debt 300.0 — — — 300.0 Extinguishment of long-term debt (448.8 ) — — — (448.8 ) Repayments under credit facility — — (1.0 ) — (1.0 ) Debt issuance costs (6.6 ) — — — (6.6 ) Proceeds from the issuance of common stock 269.1 — — — 269.1 Proceeds from exercise of restricted stock units, employee stock options, employee stock purchase plan, and other 0.7 — — — 0.7 Financings from affiliated companies — 33.2 — (33.2 ) — Net cash provided by (used in) financing activities from continuing operations 114.4 33.2 (1.0 ) (33.2 ) 113.4 Net cash flows of continuing operations 54.5 1.2 4.9 — 60.6 Net investing cash flows from discontinued operations (0.6 ) — — — (0.6 ) Effect of exchange rate changes on cash and cash equivalents — — 0.5 — 0.5 Net increase in cash and cash equivalents $ 53.9 $ 1.2 $ 5.4 $ — $ 60.5 Condensed Consolidating Statement of Cash Flows Year Ended December 25, 2016 (in millions) Parent Company Subsidiary Guarantors on a Combined Basis Non-Guarantors on a Combined Basis Eliminations Consolidated Net cash provided by (used in) operating activities from continuing operations $ (26.3 ) $ 16.6 $ (2.7 ) $ — $ (12.4 ) Investing activities: Cash paid for acquisitions, net of cash acquired — (5.1 ) — — (5.1 ) Change in restricted cash — 0.3 — — 0.3 Investment in affiliated companies — (3.0 ) — 3.0 — Capital expenditures (0.5 ) (7.1 ) (1.6 ) — (9.2 ) Proceeds from the sale of assets — 0.1 — — 0.1 Net cash provided by (used in) investing activities from continuing operations (0.5 ) (14.8 ) (1.6 ) 3.0 (13.9 ) Financing activities: Extinguishment of long-term debt (14.1 ) — — — (14.1 ) Repayments under credit facility — — (1.0 ) — (1.0 ) Proceeds from the issuance of common stock 76.2 — — — 76.2 Proceeds from exercise of restricted stock units, employee stock options, and employee stock purchase plan 2.0 — — — 2.0 Financings from affiliated companies 3.0 — — (3.0 ) — Net cash provided by (used in) financing activities from continuing operations 67.1 — (1.0 ) (3.0 ) 63.1 Net cash flows of continuing operations 40.3 1.8 (5.3 ) — 36.8 Net operating cash flows from discontinued operations 0.4 (0.3 ) — — 0.1 Net investing cash flows from discontinued operations 4.0 — — — 4.0 Effect of exchange rate changes on cash and cash equivalents — — (0.3 ) — (0.3 ) Net increase (decrease) in cash and cash equivalents $ 44.7 $ 1.5 $ (5.6 ) $ — $ 40.6 Condensed Consolidating Statement of Cash Flows Year Ended December 27, 2015 (in millions) Parent Company Subsidiary Guarantors on a Combined Basis Non-Guarantors on a Combined Basis Eliminations Consolidated Net cash provided by (used in) operating activities from continuing operations $ (2.0 ) $ (30.8 ) $ 3.1 $ — $ (29.7 ) Investing activities: Change in restricted cash — 4.7 — — 4.7 Investment in affiliated companies (33.8 ) — — 33.8 — Capital expenditures (1.0 ) (9.5 ) (0.8 ) — (11.3 ) Proceeds from the sale of assets — 0.9 — — 0.9 Net cash provided by (used in) investing activities from continuing operations (34.8 ) (3.9 ) (0.8 ) 33.8 (5.7 ) Financing activities: Extinguishment of long-term debt (175.0 ) — — — (175.0 ) Repayments under credit facility (41.0 ) — (1.0 ) — (42.0 ) Proceeds from exercise of restricted stock units, employee stock options, and employee stock purchase plan 3.4 — — — 3.4 Financing from affiliated companies — 33.8 — (33.8 ) — Other, net — (1.1 ) — — (1.1 ) Net cash provided by (used in) financing activities from continuing operations (212.6 ) 32.7 (1.0 ) (33.8 ) (214.7 ) Net cash flows of continuing operations (249.4 ) (2.0 ) 1.3 — (250.1 ) Net operating cash flows from discontinued operations — 3.1 (0.3 ) — 2.8 Net investing cash flows from discontinued operations 243.2 (0.4 ) (0.3 ) — 242.5 Effect of exchange rate changes on cash and cash equivalents — — (0.2 ) — (0.2 ) Net increase (decrease) in cash and cash equivalents $ (6.2 ) $ 0.7 $ 0.5 $ — $ (5.0 ) |
Subsequent Event
Subsequent Event | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Event | Subsequent Event The Company announced on February 28, 2018 that it has signed a definitive agreement to divest its PSS business for approximately $69 million in cash, subject to a net working capital target at closing, with the estimated net cash proceeds expected to be received by Kratos of approximately $70 million including a negotiated transaction services agreement amount between the two companies, receipt by Kratos of approximately $7 million in net working capital retained by Kratos, and associated transaction fees and expenses. The transaction is expected to close in the next 90 days, contingent on customary closing and regulatory conditions. As a result of the expected divestiture, the PSS segment will be reflected as a discontinued operation going forward in the Company’s consolidated financial statements. Accordingly, all prior year financial statement comparative data in future periodic filings will be recast to reflect this business as discontinued operations for all periods presented. |
Organization and Summary of S25
Organization and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Principles of Consolidation and Basis of Presentation | Principles of Consolidation and Basis of Presentation The consolidated financial statements include the accounts of Kratos and its 100% owned subsidiaries, for which all intercompany transactions have been eliminated in consolidation. |
Fiscal Year | Fiscal Year The Company has a 52/53 week fiscal year ending on the last Sunday of the calendar year, with interim fiscal periods ending on the last Sunday of each calendar quarter. There were 53 calendar weeks in the fiscal year ending on December 31, 2017 , and 52 calendar weeks in the fiscal years ended on December 25, 2016 and December 27, 2015 . |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the U.S. (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Such estimates include revenue recognition, valuation of long-lived assets including identifiable intangibles and goodwill, accounting for income taxes including the related valuation allowance on the deferred tax asset and uncertain tax positions, contingencies and litigation, contingent acquisition consideration, and stock-based compensation. In the future, the Company may realize actual results that differ from the current reported estimates and if the estimates that the Company has used change in the future, such changes could have a material impact on the Company’s consolidated financial position, results of operations and cash flows. |
Revenue Recognition | Revenue Recognition The Company typically generates its revenue from three different types of contractual arrangements: cost-plus-fee contracts, time-and-materials contracts, and fixed-price contracts. Revenue on cost-plus-fee contracts is recognized to the extent of allowable costs incurred plus an estimate of the applicable fees earned. The Company considers fees under cost-plus-fee contracts to be earned in proportion to the allowable costs incurred in performance of the contract and recognizes the relevant portion of the expected fee to be awarded by the customer at the time such fee can be reasonably estimated, based on factors such as its prior award experience and communications with the customer regarding performance, including any interim performance evaluations rendered by the customer. Revenue on time-and-materials contracts is recognized to the extent of billable rates times hours delivered for services provided, to the extent of material cost for products delivered to customers, and to the extent of expenses incurred on behalf of the customers. The Company has three basic categories of fixed-price contracts: fixed unit price, fixed-price-level of effort, and fixed-price-completion. Revenue recognition methods on fixed-price contracts will vary depending on the nature of the work and the contract terms. Revenues on fixed-price service contracts are recorded as work is performed in accordance with Accounting Standards Codification (“ASC”) Topic 605, Revenue Recognition (“ Topic 605 ”), specifically Topic 605-10-S99 , which generally requires revenue to be deferred until all of the following have occurred: (1) there is a contract in place; (2) delivery has occurred or services have been provided; (3) the price is fixed or determinable; and (4) collectability is reasonably assured. Revenues on fixed-price contracts that require delivery of specific items may be recorded based on a price per unit as units are delivered. Revenue for fixed-price contracts in which the Company is paid a specific amount to provide services for a stated period of time is recognized ratably over the service period. On a portion of the fixed price-completion contracts, revenue is recognized in accordance with Topic 605 using the percentage-of-completion method based on the ratio of total costs incurred to date compared to estimated total costs to complete the contract. Estimates of costs to complete include material, direct labor, overhead, and allowable indirect expenses for government contracts. These cost estimates are reviewed and, if necessary, revised on a contract-by-contract basis. If, as a result of this review, management determines that a loss on a contract is probable, then the full amount of estimated loss is charged to operations in the period. As of December 31, 2017 and December 25, 2016 , accrued expenses included the accrual for losses on contracts of $10.3 million and $17.7 million , respectively. In certain instances, when the Company’s customers have requested that it commence work prior to receipt of the contract award and funding and it has incurred costs related to that specific anticipated contract, and the Company believes recoverability of the costs is probable, it may defer those costs incurred until the associated contract has been awarded and funded by the customer. In accounting for the Company’s long-term contracts for production of products provided to the U.S. Government, the Company utilizes both cost-to-cost and units delivered measures under the percentage-of-completion method of accounting under the provisions of Topic 605 . Under the units delivered measure of the percentage-of-completion method of accounting, sales are recognized as the units are accepted by the customer generally using sales values for units in accordance with the contract terms. The Company estimates profit as the difference between total estimated revenue and total estimated cost of a contract and recognizes that profit over the life of the contract based on units delivered or as computed on the basis of the estimated final average unit costs plus profit. The Company classifies contract revenues as product sales or service revenues depending upon the predominant attributes of the relevant underlying contracts. Significant management judgments and estimates, including but not limited to the estimated costs to complete projects, must be made and used in connection with the revenue recognized in any accounting period. A cancellation, schedule delay, or modification of a fixed-price contract which is accounted for using the percentage-of-completion method may adversely affect the Company’s gross margins for the period in which the contract is modified or canceled. Under certain circumstances, a cancellation or negative modification could result in the Company having to reverse revenue that was recognized in a prior period, thus significantly reducing the amount of revenues recognized for the period in which the adjustment is made. Correspondingly, a positive modification may positively affect gross margins. In addition, a schedule delay or modifications can result in an increase in estimated cost to complete the project, which would also result in an impact to gross margins. Changes in contract estimates are reviewed on a contract-by-contract basis and are revised periodically throughout the life of the contract such that adjustments to profit resulting from revisions are made cumulative to the date of the revision in accordance with GAAP. Material differences may result in the amount and timing of the Company’s revenue for any period if management made different judgments or utilized different estimates. It is the Company’s policy to review any arrangement containing software or software deliverables and services against the criteria contained in ASC Topic 985, Software (“ Topic 985 ”) . Under the provisions of Topic 985 , the Company reviews the contract value of software deliverables and services and determines allocations of the contract value based on vendor-specific objective evidence (“VSOE”) of fair value for each of the software elements. All software arrangements requiring significant production, modification, or customization of the software are accounted for in conformity with Topic 605 . The Company’s contracts may include the provision of more than one of its services (“multiple element arrangements”). In these situations, the Company applies the guidance of Topic 605 . Accordingly, for applicable arrangements, revenue recognition includes the proper identification of separate units of accounting and the allocation of revenue across all elements based on relative fair values. For multiple element arrangements that include hardware products containing software essential to the hardware products’ functionality, the Company allocates revenue to all deliverables based on their relative selling prices. In such circumstances, the Company uses a hierarchy to determine the selling price to be used for allocating revenue to deliverables: (i) VSOE, (ii) third-party evidence of selling price (“TPE”), and (iii) best estimate of the selling price (“ESP”). VSOE generally exists only when the Company sells the deliverable separately and is the price actually charged by the Company for that deliverable. TPE is determined based on competitor prices for similar deliverables when sold separately. Generally, the Company’s offerings contain significant differentiation such that comparable pricing of products with similar functionality cannot be obtained. Furthermore, the Company is unable to reliably determine what similar competitor products’ selling prices are on a stand-alone basis. Therefore, the Company typically is unable to obtain TPE of selling price. ESP reflects the Company’s best estimates of what the selling prices of elements would be if they were sold regularly on a stand-alone basis. The Company determines ESP for a product or service by considering multiple factors including, but not limited to major product groupings, geographies, market conditions, competitive landscape, internal costs, gross margin objectives and pricing practices. The determination of ESP is made through consultation with management, taking into consideration the Company’s marketing strategy. The Company accounts for multiple element arrangements that consist only of software or software-related products, including the sale of upgrades to previously sold software, in accordance with industry specific software accounting guidance. For such transactions, revenue on arrangements that include multiple elements is allocated to each element based on the relative fair value of each element, and fair value is determined by VSOE. If the Company cannot objectively determine the fair value of any undelivered element included in such multiple element arrangements, the Company defers revenue until all elements are delivered and services have been performed, or until fair value can objectively be determined for any remaining undelivered elements. Under certain of the Company’s contractual arrangements, the Company may also recognize revenue for out-of-pocket expenses in accordance with Topic 605. Depending on the contractual arrangement, these expenses may be reimbursed with or without a fee. Under certain of its contracts, the Company provides supplier procurement services and materials for its customers. The Company records revenue on these arrangements on a gross or net basis in accordance with Topic 605, depending on the specific circumstances of the arrangement. The Company considers the following criteria, among others, for recording revenue on a gross or net basis: (1) whether the Company acts as a principal in the transaction; (2) whether the Company takes title to the products; (3) whether the Company assumes risks and rewards of ownership, such as risk of loss for collection, delivery or returns; (4) whether the Company serves as an agent or broker, with compensation on a commission or fee basis; and (5) whether the Company assumes the credit risk for the amount billed to the customer subsequent to delivery. For federal contracts, the Company follows U.S. Government procurement and accounting standards in assessing the allowability and the allocability of costs to contracts. Due to the significance of the judgments and estimation processes, it is likely that materially different amounts could be recorded if different assumptions were used or if the underlying circumstances were to change. The Company closely monitors the consistent application of its critical accounting policies and compliance with contract accounting. Business operations personnel conduct periodic contract status and performance reviews. When adjustments in estimated contract revenues or costs are required, any significant changes from prior estimates are included in earnings in the current period. Also, regular and recurring evaluations of contract cost, scheduling and technical matters are performed by management personnel who are independent from the business operations personnel performing work under the contract. Costs incurred and allocated to contracts with the U.S. Government are scrutinized for compliance with regulatory standards by the Company’s personnel, and are subject to audit by the Defense Contract Audit Agency. From time to time, the Company may proceed with work based on customer direction prior to the completion and signing of formal contract documents. The Company has a formal review process for approving any such work. Revenue associated with such work is recognized only when it can be reliably estimated and realization is probable. The Company bases its estimates on previous experiences with the customer, communications with the customer regarding funding status, and its knowledge of available funding for the contract or program. |
Shipping and Handling Costs | Costs incurred for shipping and handling are included in cost of product sales at the time the related revenue is recognized. Amounts billed to a customer for shipping and handling are reported as revenue. |
Inventoried Costs | Inventoried costs Inventoried costs are stated at the lower of cost or market. Cost is determined using the average cost or first-in, first-out methods and the applicable method is applied consistently within an operating entity. Inventoried costs primarily relate to work under fixed-price contracts using the units-of-delivery method of percentage-of-completion accounting. These costs represent accumulated contract costs less the portion of such costs allocated to delivered items. Accumulated contract costs include direct production costs, factory and engineering overhead and production tooling costs. Pursuant to contract provisions of U.S. Government contracts, such customers may have title to, or a security interest in inventories related to such contracts as a result of advances, performance-based payments, and progress payments. The Company reflects those advances and payments as an offset against the related inventory balances. The Company regularly reviews inventory quantities on hand, future purchase commitments with its suppliers, and the estimated utility of its inventory. If the Company’s review indicates a reduction in utility below carrying value, it reduces its inventory to a new cost basis. |
Research and Development | Research and Development Costs incurred in research and development activities are expensed as incurred in accordance with Financial Accounting Standards Board (“FASB”) ASC Topic 730, Research and Development. |
Income Taxes | Income Taxes The Company records deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be realized. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company maintains a valuation allowance on the deferred tax assets for which it is more likely than not that the Company will not realize the benefits of these tax assets in future tax periods. The valuation allowance is based on estimates of future taxable income by tax jurisdiction in which the Company operates, the number of years over which the deferred tax assets will be recoverable, and scheduled reversals of deferred tax liabilities. |
Income Taxes - Uncertain Tax Positions | In accordance with the recognition standards established by ASC Topic 740, Income Taxes (“ Topic 740 ”), the Company makes a comprehensive review of its portfolio of uncertain tax positions regularly. In this regard, an uncertain tax position represents the Company’s expected treatment of a tax position taken in a filed tax return, or planned to be taken in a future tax return or claim, which has not been reflected in measuring income tax expense for financial reporting purposes. Until these positions are sustained by the taxing authorities, the Company has not recognized the tax benefits resulting from such positions and reports the tax effects as a liability for uncertain tax positions in its consolidated balance sheets. |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for stock-based compensation in accordance with ASC Topic 718, Compensation-Stock Compensation (“ Topic 718 ”). All of the Company’s stock-based compensation plans are considered equity plans under Topic 718 , and compensation expense recognized is net of estimated forfeitures over the vesting period. The Company issues stock options and stock awards under its existing plans. The fair value of stock options is estimated on the date of grant using a Black-Scholes option-pricing model or a trinomial lattice options pricing model and is expensed on a straight-line basis over the remaining vesting period of the options, which is generally six or less years. The fair value of stock awards is determined based on the closing market price of the Company’s common stock on the grant date and is adjusted at each reporting date based on the amount of shares ultimately expected to vest. Compensation expense for stock awards is expensed over the vesting period, usually five to ten years . Compensation expense for stock issued under the Company’s employee stock purchase plan is estimated at the beginning date of the offering period using a Black-Scholes option-pricing model and is expensed on a straight-line basis over the period of the offering, which is generally six months. |
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts The Company maintains an allowance for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments, which results in bad debt expense. Management periodically determines the adequacy of this allowance by evaluating the comprehensive risk profiles of all individual customer receivable balances including, but not limited to, the customer’s financial condition, credit agency reports, financial statements and overall current economic conditions. Additionally, on certain contracts whereby the Company performs services for a prime/general contractor, a specified percentage of the invoiced trade accounts receivable may be retained by the customer until the project is completed. The Company periodically reviews all retainages for collectability and records allowances for doubtful accounts when deemed appropriate, based on its assessment of the associated credit risks. Changes to estimates of contract value are recorded as adjustments to revenue and not as a component of the allowance for doubtful accounts. Individual accounts receivable are written off to the allowance for doubtful accounts when the Company becomes aware of a specific customer’s inability to meet its financial obligation, and all collection efforts are exhausted. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company’s cash equivalents consist of its highly liquid investments with an original maturity of three months or less when purchased by the Company. |
Property and Equipment, Net | Property and Equipment, Net Property and equipment, net owned by the Company is depreciated over the estimated useful lives of individual assets. Equipment acquired under capital leases are amortized over the shorter of the lease term or the estimated useful life of the asset. Improvements, which significantly improve and extend the useful life of an asset, are capitalized and depreciated over the shorter of the lease period or the estimated useful life. Expenditures for maintenance and repairs are charged to operations as incurred. |
Impairment or Disposal of Long-Lived Assets | The Company classifies assets and liabilities as held for sale (“disposal group”) when management, having the authority to approve the action, commits to a plan to sell the disposal group, the sale is probable within one year, and the disposal group is available for immediate sale in its present condition. The Company also considers whether an active program to locate a buyer has been initiated, whether the disposal group is marketed actively for sale at a price that is reasonable in relation to its current fair value, and whether actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or the plan will be withdrawn. At the time of classifying assets as held for sale and at the end of each reporting period, the Company compares the carrying value of these assets to estimates of fair value to assess for impairment. The Company compares the carrying value to estimates of fair value utilizing the assistance of third-party broker opinions of value to assist in its fair value estimates. |
Leases | Leases The Company uses its incremental borrowing rate in the assessment of lease classification as capital or operating and defines the initial lease term to include renewal options determined to be reasonably assured. The Company conducts operations primarily under operating leases. Most lease agreements for real property contain incentives for tenant improvements, rent holidays, or rent escalation clauses. For incentives for tenant improvements, the Company capitalizes the leasehold improvements which are depreciated over the shorter of the lease term or their estimated useful life and records a deferred rent liability which is amortized over the term of the lease as a reduction to rent expense. For rent holidays and rent escalation clauses during the lease term, the Company records minimum rental expenses on a straight-line basis over the term of the lease. For purposes of recognizing lease incentives, the Company uses the date of initial possession as the commencement date, which is generally when the Company is given the right of access to the space and begins to make improvements in preparation for intended use. |
Goodwill and Other Intangible Assets, Net | Goodwill and Other Intangible Assets, Net In accordance with the provisions of ASC Topic 350, Intangibles-Goodwill and Other (“ Topic 350 ”), the Company performs impairment tests for goodwill and indefinite lived intangibles as of the last day of its fiscal October, or when evidence of potential impairment exists. When it is determined that impairment has occurred, a charge to operations is recorded. Goodwill and other purchased intangible asset balances are included in the identifiable assets of the operating segment to which they have been assigned. Any goodwill impairment, as well as the amortization of other purchased intangible assets, is charged against the respective segments’ operating income. In accordance with Topic 350 , the Company classifies intangible assets into two categories: (1) intangible assets with finite lives subject to amortization and (2) intangible assets with indefinite lives not subject to amortization. Separately, the Company tests intangible assets with finite lives for impairment if conditions exist that indicate the carrying value may not be recoverable. Such conditions may include an economic downturn in a geographic market or a change in the assessment of future operations. The Company records an impairment charge when the carrying value of the finite lived intangible asset is not recoverable by the cash flows generated from the use of the asset. The Company determines the useful lives of identifiable intangible assets after considering the specific facts and circumstances related to each intangible asset. Factors considered when determining useful lives include the contractual term of any agreement, the history of the asset, the Company’s long-term strategy for the use of the asset, any laws or other local regulations which could impact the useful life of the asset, and other economic factors, including competition and specific market conditions. Intangible assets that are deemed to have finite lives are amortized, generally on a straight-line basis, over their useful lives, ranging from one to 15 years . |
Impairment of Long-Lived Assets and Long-Lived Assets to Be Disposed Of | Impairment of Long-Lived Assets and Long-Lived Assets to Be Disposed Of Long-lived assets are reviewed for impairment in accordance with ASC Topic 360, Property, Plant, and Equipment , whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the assets to future net cash flows (undiscounted and without interest) expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments ASC Topic 825, Financial Instruments, requires that fair values be disclosed for the Company’s financial instruments. The carrying amounts of cash equivalents, accounts receivable, accounts payable, accrued expenses, billings in excess of costs and earnings on uncompleted contracts, and income taxes payable, approximate fair value due to the short-term nature of these instruments. The fair value of the Company’s long-term debt is based upon actual trading activity. The fair value of capital lease obligations is estimated based on quoted market prices for the same or similar obligations with the same remaining maturities. |
Concentrations and Uncertainties | Concentrations and Uncertainties The Company maintains cash balances at various financial institutions and such balances commonly exceed the $250,000 insured amount by the Federal Deposit Insurance Corporation. The Company has not experienced any losses in such accounts and management believes that the Company is not exposed to any significant credit risk with respect to such cash and cash equivalents. Financial instruments, which subject the Company to potential concentrations of credit risk, consist principally of the Company’s billed and unbilled accounts receivable. The Company’s accounts receivable result from sales to customers within the U.S. Government, state and local agencies and with commercial customers in various industries. The Company performs ongoing credit evaluations of its commercial customers. Credit is extended based on evaluation of the customer’s financial condition and collateral is not required. Accounts receivable are recorded at the invoiced amount and do not bear interest. See Note 12 for a discussion of the Company’s significant customers. |
Debt Issuance Costs | Debt Issuance Costs Fees paid to obtain debt financing and revolving credit facilities or amendments under such debt financing and revolving credit facilities are treated as debt issuance costs and are capitalized and amortized over the expected term of the related debt or revolving credit facility and are shown as a financing activity in the consolidated statements of cash flows. Issuance costs related to debt are presented in the consolidated balance sheets as a direct deduction from the carrying amount of the associated debt liability. Issuance costs related to a revolving credit facility are included in other assets in the consolidated balance sheets. |
Foreign Currency | Foreign Currency For operations outside the U.S. that prepare financial statements in currencies other than the U.S. dollar, results of operations and cash flows are translated at average exchange rates during the period, and assets and liabilities are generally translated at end-of-period exchange rates. Translation adjustments are included as a separate component of accumulated other comprehensive loss. The Company transacts with foreign customers in currencies other than the U.S. dollar. It experiences realized and unrealized foreign currency gains or losses on foreign denominated receivables. In addition, certain intercompany transactions give rise to realized and unrealized foreign currency gains or losses. Also, any other transactions between the Company or its subsidiaries and a third-party, denominated in a currency different from the functional currency, are foreign currency transactions. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements On December 22, 2017, the Securities and Exchange Commission staff issued Staff Accounting Bulletin No. 118 (“SAB 118”) to address the application of U.S. GAAP related to the enactment of the comprehensive tax legislation, commonly referred to as the Tax Cut and Jobs Act (the “2017 Tax Act”). This guidance was adopted in the fourth quarter of 2017. Additional information regarding our adoption of this guidance is contained in Note 7. In May 2017, the FASB issued Accounting Standards Update (“ASU”) 2017-09 (“ASU 2017-09”), Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting . ASU 2017-09 was issued to provide guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting. The amendments in this ASU are effective for annual periods beginning after December 15, 2017. The Company does not expect that the standard will have a material effect on its consolidated financial statements and will apply this guidance to applicable transactions after the adoption date. In January 2017, the FASB issued ASU 2017-04 (“ASU 2017-04”), Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment . ASU 2017-04 amends the guidance to simplify the subsequent measurement of goodwill by removing Step 2 of the goodwill impairment test. Instead, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. ASU 2017-04 is effective for annual reporting periods beginning after December 15, 2019, with early adoption permitted. The Company adopted this new guidance in 2017 in its assessment of the carrying value of the DRSS reporting unit, which resulted in a $24.2 million impairment charge. In October 2016, the FASB issued ASU 2016-16 (“ASU 2016-16”), Income Taxes (Topic 740), Intra-Entity Transfers of Assets Other Than Inventory. ASU 2016-16 requires that entities recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs, rather than when the asset is sold to an outside party. ASU 2016-16 is effective for annual reporting periods beginning after December 15, 2017, including interim periods within those annual reporting periods. Early adoption is permitted as of the beginning of an annual reporting period (as of the first interim period if an entity issues interim financial statements). ASU 2016-16 requires adoption on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. The Company early adopted this standard on December 26, 2016. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements. In February 2016, the FASB issued ASU 2016-02 (“ASU 2016-02”), Leases . ASU 2016-02 requires that lessees recognize assets and liabilities for the rights and obligations underlying leases with a lease term of more than one year. The amendments in this ASU are effective for annual periods beginning after December 15, 2018. Early adoption is permitted. The standard must be applied using a modified retrospective approach. The Company is currently evaluating the impact of the adoption of ASU 2016-02 on its consolidated financial statements. The Company has developed an implementation plan to evaluate the contracts across all the business segments, has educated both management and other employees on the effects of the new guidance and has preliminarily assessed the internal control structure in order to adopt the ASU on January 1, 2019. In May 2014, the FASB issued ASU 2014-09 (“ASU 2014-09”), Revenue from Contracts with Customers . ASU 2014-09 establishes a broad principle that would require an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The FASB has also issued several updates to ASU 2014-09. The new standard supersedes GAAP guidance on revenue recognition and requires the use of more estimates and judgments than the present standards. It also requires additional disclosures. ASU 2014-09 may be applied either retrospectively or through the use of a modified-retrospective method. The full retrospective method requires companies to recast each prior reporting period presented as if the new guidance had always existed. Under the modified retrospective method, companies would recognize the cumulative effect of initially applying the standard as an adjustment to the opening balance of retained earnings at the date of initial application. The Company adopted the new revenue standard effective January 1, 2018, through the use of the modified-retrospective method. The Company commenced a detailed analysis of the impact of ASU 2014-09 in 2016, by evaluating its impact on selected contracts at each of the Company’s business segments. With this baseline understanding, the Company developed a project plan to evaluate the contracts across all the business segments, spent significant effort in education of both management and other employees on the effects of the new guidance and assessed the internal control structure in order to adopt the ASU on January 1, 2018. ASU 2014-09 also requires expanded disclosure regarding the nature, timing, and uncertainty of revenue, cash flow and customer contract balances, including how and when performance obligations are satisfied and the relationship between revenue recognized and changes in contract balances during a reporting period. An entity is also required to disclose requirements for the remaining performance obligations. Disclosure includes the aggregate amount of the transaction price allocated to the performance obligations that are unsatisfied (or partially unsatisfied) as of the end of the reporting period and an explanation of when the entity expects to recognize as revenue the amount of remaining performance obligations. The entity can disclose on a quantitative basis using the time bands that would be most appropriate for the duration of the remaining performance obligations or by using qualitative information. The Company has evaluated these disclosure requirements and has incorporated the collection of relevant data into its quarterly processes. The Company also designed and implemented specific controls based on its evaluation of the impact of ASU 2014-09, including the calculation of the cumulative effect of adopting ASU 2014-09. Significant changes to the Company’s accounting systems were not determined to be necessary upon adoption of ASU 2014-09. Several new controls were added and certain current controls have been modified to incorporate the revisions that have been made to the Company’s accounting policies and practices. Based upon an assessment of material active contracts as of December 31, 2017 , the Company has determined that the impact on the results of operations and cash flows upon adoption are not material. The Company also does not expect the impact in the periods after adoption to be material. Under ASU 2014-09, revenue is recognized as control transfers to the customer. As such, revenue for the Company’s contracts will generally be recognized over time using the cost-to-cost method, which is consistent with the revenue recognition model in use for the majority of contracts prior to adoption. For those contracts where revenue was previously recognized as units are delivered, in most cases the accounting for those contracts changed under ASU 2014-09 such that revenue will be recognized as costs are incurred. This change will generally result in an acceleration of revenue as compared with the pre-adoption revenue recognition method for those contracts. The Company expects the cumulative effect of adopting ASU 2014-09 to result in an increase in revenue of less than $2 million and an increase in operating income of less than $2 million . These changes principally reflect the impact of converting contracts applying the units-of-delivery under the old revenue guidance to the cost-to-cost method of accounting. The cumulative effect of adoption of the new revenue guidance will be recognized as an increase in contract assets, a reduction in inventoried costs, an increase in contract liabilities and a net decrease in accumulated deficit as of January 1, 2018. |
Goodwill | Goodwill The Company performs its annual impairment test for goodwill in accordance with Topic 350 as of the last day of its fiscal October or when evidence of potential impairment exists. The Company assesses goodwill for impairment at the reporting unit level, which is defined as an operating segment or one level below an operating segment, referred to as a component. The Company determines its reporting units by first identifying its operating segments, and then assessing whether any components of these segments constitute a business for which discrete financial information is available and where segment management regularly reviews the operating results of that component. The Company aggregates components within an operating segment that have similar economic characteristics. The KGS reportable segment has four operating segments: Defense Rocket Support Services (“DRSS”), Microwave Electronics (“ME”), Technical and Training Solutions (“TTS”), and Modular Systems (“MS”). All of the KGS operating segments provide technology based defense solutions, involving products and services, primarily for mission critical U.S. National Security priorities, with the primary focus relating to the nation’s Command, Control, Communications, Computing, Combat Systems, Intelligence, Surveillance and Reconnaissance requirements. The PSS reportable business segment provides integrated solutions for advanced homeland security, public safety, critical infrastructure security, and security and surveillance systems for government, industrial and commercial customers. The US reportable segment consists of our unmanned aerial system, unmanned ground, and unmanned seaborne system businesses. The Company identified its reporting units to be the DRSS, ME, TTS, MS, US and PSS operating segments. In order to test for potential impairment, the Company estimates the fair value of each of its reporting units based on a comparison and weighting of the income approach, specifically the discounted cash flow method and the market approach, which estimates the fair value of the Company’s reporting units based upon comparable market prices and recent transactions and also validates the reasonableness of the implied multiples from the income approach. The Company reconciles the fair value of its reporting units to its market capitalization based upon the last business day of fiscal October and assumes a control premium. The Company uses this methodology to determine the fair value of its reporting units for comparison to their corresponding book values because there are no observable inputs available, a Level 3 measurement (See Note 9). If the book value exceeds the estimated fair value for a reporting unit a potential impairment is indicated, and Topic 350 prescribes the approach for determining the impairment amount, if any. |
Fair Value Measurement | Fair Value Measurement Topic 820 establishes a valuation hierarchy for disclosure of the inputs to valuation used to measure fair value. This hierarchy prioritizes the inputs into three broad levels as follows. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument. Level 3 inputs are unobservable inputs based on the Company’s own assumptions used to measure assets and liabilities at fair value. A financial asset or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. |
Organization and Summary of S26
Organization and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs | The following table shows the amounts recognized in the consolidated financial statements for 2017 , 2016 and 2015 for stock-based compensation expense related to stock options, stock awards and stock offered under the Company’s employee stock purchase plan (in millions, except per share amounts). 2017 2016 2015 Selling, general and administrative expenses $ 7.8 $ 5.1 $ 6.1 Total cost of employee stock-based compensation included in operating loss from continuing operations 7.8 5.1 6.1 Impact on net loss per common share: Basic and diluted $ (0.09 ) $ (0.08 ) $ (0.10 ) |
Schedule of Valuation and Qualifying Accounts Disclosure | The following table outlines the balance of the Company’s allowance for doubtful accounts for 2017 , 2016 and 2015 . The table identifies the additional provisions each year as well as the write-offs that utilized the allowance (in millions). Allowance for Doubtful Accounts Balance at Beginning of Year Provisions Write-offs/Recoveries Balance at End of Year Year ended December 27, 2015 $ 1.9 $ 0.4 $ (0.5 ) $ 1.8 Year ended December 25, 2016 $ 1.8 $ 0.3 $ (0.4 ) $ 1.7 Year ended December 31, 2017 $ 1.7 $ 0.1 $ (1.2 ) $ 0.6 |
Property, Plant and Equipment | Assets are depreciated predominately using the straight-line method, with the following lives: Years Buildings and improvements 15 – 39 Machinery and equipment 3 – 10 Computer equipment and software 1 – 10 Vehicles, furniture, and office equipment 5 Leasehold improvements Shorter of useful life or length of lease Property and equipment, net (in millions) December 31, 2017 December 25, 2016 Land and buildings $ 12.1 $ 12.2 Computer equipment and software 30.1 26.9 Machinery and equipment 49.9 47.2 Furniture and office equipment 5.7 5.3 Leasehold improvements 11.2 9.9 Construction in progress 19.8 6.1 Property and equipment 128.8 107.6 Accumulated depreciation and amortization (67.6 ) (57.8 ) Total property and equipment, net $ 61.2 $ 49.8 |
Schedule of Interest Expense, Net | Interest expense, net is summarized in the following table (in millions): 2017 2016 2015 Interest expense incurred primarily on the Company’s Senior Secured Notes $ (29.1 ) $ (34.7 ) $ (36.0 ) Miscellaneous interest income 0.5 — — Interest expense, net $ (28.6 ) $ (34.7 ) $ (36.0 ) |
Goodwill and Other Intangible27
Goodwill and Other Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The carrying amounts of goodwill as of December 31, 2017 and December 25, 2016 by reportable segment are as follows (in millions): As of December 31, 2017 PSS US KGS Total Gross value $ 53.9 $ 111.1 $ 567.8 $ 732.8 Less accumulated impairment 18.3 13.8 239.5 271.6 Net $ 35.6 $ 97.3 $ 328.3 $ 461.2 As of December 25, 2016 PSS US KGS Total Gross value $ 53.9 $ 111.1 $ 567.8 $ 732.8 Less accumulated impairment 18.3 13.8 215.3 247.4 Net $ 35.6 $ 97.3 $ 352.5 $ 485.4 |
Schedule of Acquired Finite-Lived Intangible Assets | The following table sets forth information for acquired finite-lived and indefinite-lived intangible assets (in millions): As of December 31, 2017 As of December 25, 2016 Gross Value Accumulated Amortization Net Value Gross Value Accumulated Amortization Net Value Acquired finite-lived intangible assets: Customer relationships $ 53.7 $ (50.2 ) $ 3.5 $ 53.7 $ (44.9 ) $ 8.8 Contracts and backlog 30.8 (25.7 ) 5.1 30.8 (23.7 ) 7.1 Developed technology and technical know-how 25.0 (18.6 ) 6.4 25.2 (15.7 ) 9.5 Trade names 1.4 (1.3 ) 0.1 1.4 (1.1 ) 0.3 Total finite-lived intangible assets 110.9 (95.8 ) 15.1 111.1 (85.4 ) 25.7 Indefinite-lived trade names 6.9 — 6.9 6.9 — 6.9 Total intangible assets $ 117.8 $ (95.8 ) $ 22.0 $ 118.0 $ (85.4 ) $ 32.6 |
Schedule of Future Amortization Expense of Finite-Lived Intangible Assets | The estimated future amortization expense of acquired intangible assets with finite lives as of December 31, 2017 is as follows (in millions): Fiscal Year Amount 2018 $ 5.9 2019 5.1 2020 3.0 2021 1.1 Total $ 15.1 |
Balance Sheet Details (Tables)
Balance Sheet Details (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Accounts, Notes, Loans and Financing Receivable | U.S. Government contract receivables where the Company is the prime contractor included in accounts receivable, net (in millions) December 31, 2017 December 25, 2016 Billed $ 17.3 $ 15.6 Unbilled 55.3 39.3 Total U.S. Government contract receivables $ 72.6 $ 54.9 Receivables including amounts due under long-term contracts are summarized as follows: December 31, 2017 December 25, 2016 Billed, current $ 101.5 $ 102.8 Unbilled, current 167.5 128.3 Total current accounts receivable 269.0 231.1 Allowance for doubtful accounts (0.6 ) (1.7 ) Total accounts receivable, net $ 268.4 $ 229.4 |
Schedule of Inventory, Current | Inventoried costs, net of progress payments (in millions) December 31, December 25, Raw materials $ 35.4 $ 31.9 Work in process 11.4 22.1 Finished goods 2.3 1.4 Supplies and other 1.9 1.8 Subtotal inventoried costs 51.0 57.2 Less customer advances and progress payments (0.6 ) (1.8 ) Total inventoried costs $ 50.4 $ 55.4 |
Property, Plant and Equipment | Assets are depreciated predominately using the straight-line method, with the following lives: Years Buildings and improvements 15 – 39 Machinery and equipment 3 – 10 Computer equipment and software 1 – 10 Vehicles, furniture, and office equipment 5 Leasehold improvements Shorter of useful life or length of lease Property and equipment, net (in millions) December 31, 2017 December 25, 2016 Land and buildings $ 12.1 $ 12.2 Computer equipment and software 30.1 26.9 Machinery and equipment 49.9 47.2 Furniture and office equipment 5.7 5.3 Leasehold improvements 11.2 9.9 Construction in progress 19.8 6.1 Property and equipment 128.8 107.6 Accumulated depreciation and amortization (67.6 ) (57.8 ) Total property and equipment, net $ 61.2 $ 49.8 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Fair value of long-term debt | Carrying amounts and the related estimated fair values of the Company’s long-term debt financial instruments not measured at fair value on a recurring basis at December 31, 2017 and December 25, 2016 are presented in the following table: As of December 31, 2017 As of December 25, 2016 $ in millions Principal Carrying Amount Fair Value Principal Carrying Amount Fair Value Long-term debt $ 300.8 $ 294.3 $ 312.7 $ 437.3 $ 432.0 $ 423.6 |
Lease Commitments (Tables)
Lease Commitments (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Leases [Abstract] | |
Schedule of Future Minimum Lease Payments, Capital and Operating Leases | Future minimum lease payments under operating leases as of December 31, 2017 , which does not include $7.4 million in sublease income on the Company’s operating leases, are as follows (in millions): Year Operating Leases 2018 $ 18.0 2019 19.5 2020 14.3 2021 11.4 2022 9.3 Thereafter 55.3 Total future minimum lease payments $ 127.8 |
Schedule of Unused Facilities Accrual Roll-forward | The accrual for excess facilities is as follows (in millions): Excess Facilities Balance as of December 27, 2015 $ 5.5 Adjustment of excess facility accrual — Cash payments (1.5 ) Balance as of December 25, 2016 4.0 Adjustments of excess facility accruals — Cash payments (0.7 ) Balance as of December 31, 2017 $ 3.3 |
Net Loss Per Common Share (Tabl
Net Loss Per Common Share (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following shares were excluded from the calculation of diluted loss per share because their inclusion would have been anti-dilutive (in millions): December 31, 2017 December 25, 2016 December 27, 2015 Shares from stock options and awards 0.1 1.4 1.9 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income before Income Tax, Domestic and Foreign | The components of income (loss) from continuing operations before income taxes for the years ended December 31, 2017 , December 25, 2016 , and December 27, 2015 are comprised of the following (in millions): 2017 2016 2015 Domestic $ (54.2 ) $ (61.8 ) $ (54.2 ) Foreign 3.4 9.5 9.6 Total $ (50.8 ) $ (52.3 ) $ (44.6 ) |
Schedule of Components of Income Tax Expense (Benefit) | The provision (benefit) for income taxes from continuing operations for the years ended December 31, 2017 , December 25, 2016 , and December 27, 2015 are comprised of the following (in millions): 2017 2016 2015 Federal income taxes: Current $ (0.7 ) $ (0.5 ) $ (15.7 ) Deferred (9.0 ) 4.0 1.4 Total Federal (9.7 ) 3.5 (14.3 ) State and local income taxes Current 0.7 2.3 0.8 Deferred (0.7 ) 0.7 — Total State and local — 3.0 0.8 Foreign income taxes: Current 2.0 1.5 1.2 Deferred (0.5 ) 0.1 0.9 Total Foreign 1.5 1.6 2.1 Total $ (8.2 ) $ 8.1 $ (11.4 ) |
Schedule of Income Tax Reconciliation | A reconciliation of the total income tax provision (benefit) to the amount computed by applying the statutory federal income tax rate of 35% to the loss from continuing operations before income taxes for the years ended December 31, 2017 , December 25, 2016 , and December 27, 2015 is as follows (in millions): 2017 2016 2015 Income tax (benefit) at federal statutory rate $ (17.8 ) $ (18.3 ) $ (15.6 ) State taxes, net of federal tax benefit and valuation allowance 0.7 0.2 (0.2 ) Difference in tax rates between U.S. and foreign — 0.1 (0.7 ) Increase (decrease) in valuation allowance (45.6 ) 19.1 — Nondeductible expense 1.1 0.7 0.8 Increase in reserve for uncertain tax positions 1.3 2.2 0.9 Changes to indefinite life items and separate state deferred taxes (2.2 ) 4.1 3.4 One-time transition tax on previously undistributed foreign earnings 6.2 — — Goodwill impairment 8.1 — — Impact related to the 2017 Tax Act 40.0 — — Total $ (8.2 ) $ 8.1 $ (11.4 ) |
Schedule of Deferred Tax Assets and Liabilities | The tax effects of temporary differences that give rise to deferred tax assets and deferred tax liabilities as of December 31, 2017 and December 25, 2016 are as follows (in millions): 2017 2016 Deferred tax assets: Allowance for doubtful accounts $ 0.2 $ 0.4 Sundry accruals 1.5 2.2 Vacation accrual 3.2 4.7 Stock-based compensation 3.1 5.2 Payroll related accruals 2.1 2.9 Lease accruals 2.5 4.5 Investments 1.3 2.0 Net operating loss carryforwards 95.7 124.8 Tax credit carryforwards 9.5 9.4 Deferred revenue 1.9 2.5 Reserves and other 6.1 11.9 127.1 170.5 Valuation allowance (87.5 ) (133.1 ) Total deferred tax assets, net of valuation allowance 39.6 37.4 Deferred tax liabilities: Unearned revenue (38.8 ) (43.0 ) Other intangibles (5.4 ) (7.0 ) Property and equipment, principally due to differences in depreciation (0.7 ) (2.0 ) Other (1.7 ) (2.7 ) Total deferred tax liabilities (46.6 ) (54.7 ) Net deferred tax liability $ (7.0 ) $ (17.3 ) |
Schedule of Unrecognized Tax Benefits Roll Forward | The following table summarizes the activity related to the Company’s unrecognized tax benefits (in millions): Balance as of December 28, 2014 $ 16.4 Increases related to prior periods (acquired entities) 0.4 Increases related to current year tax positions 0.9 Decreases related to disposition (0.5 ) Balance as of December 27, 2015 17.2 Increases related to prior periods (acquired entities) 1.4 Increases related to current year tax positions 0.2 Expiration of applicable statutes of limitations (0.2 ) Balance as of December 25, 2016 18.6 Increases related to prior periods 0.4 Increases related to current year tax positions 1.1 Expiration of applicable statutes of limitations (0.6 ) Decrease in federal tax rate (3.9 ) Balance as of December 31, 2017 $ 15.6 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Disposal Groups, Including Discontinued Operations, Income Statement, Balance Sheet and Additional Disclosures | The following is a summary of the assets and liabilities of discontinued operations as of December 31, 2017 and December 25, 2016 (in millions): December 31, 2017 December 25, 2016 Accrued compensation $ — $ 0.6 Other current liabilities 1.1 1.0 Current liabilities of discontinued operations $ 1.1 $ 1.6 Other long-term liabilities of discontinued operations $ 3.8 $ 3.7 The following table presents the results of discontinued operations (in millions): Year ended December 31, 2017 Year ended December 25, 2016 Year ended December 27, 2015 Revenue $ — $ — $ 59.7 Cost of sales — — 40.6 Selling, general and administrative expenses — 0.1 15.2 Interest expense, net — — 9.1 Other net income (expense) items that are not major — — 0.1 Loss from discontinued operations before income taxes — (0.1 ) (5.3 ) Gain on disposal of discontinued operations before income taxes — — 80.8 Total gain (loss) of discontinued operations before income taxes — (0.1 ) 75.5 Income tax expense 0.1 — 22.5 Income (loss) from discontinued operations $ (0.1 ) $ (0.1 ) $ 53.0 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock Option Valuation Assumptions | Awards with graded vesting are recognized using the straight-line method with the following assumptions: 2017 2016 2015 Stock Options Expected life 10.0 10.0 10.0 Risk-free interest rate(1) 2.2% - 2.5% 1.8% - 2.4% 2.1% - 2.3% Volatility(2) 53.8% - 55.0% 55.2% - 55.8% 54.4% - 54.7% Forfeiture rate(3) 5.0% 5.0% 5.0% Dividend yield(4) —% —% —% (1) The risk-free interest rate is based on U.S. Treasury yields in effect at the time of grant with a term equal to the expected term of the options. (2) In 2017 , 2016 , and 2015 , the Company estimated implied volatility based upon trailing volatility. (3) Forfeitures are estimated at the time of grant based upon historical information. Forfeitures will be revised, if necessary, in subsequent periods if actual forfeitures differ from estimates. (4) The Company has no history or expectation of paying dividends on its common stock. |
Stock Options Roll Forward | A summary of the status of the Company’s stock option plan as of December 31, 2017 , and changes in options outstanding under the plan for the year ended December 31, 2017 , is as follows: Number of Shares Under Option Weighted-Average Exercise Price per Share Weighted- Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (000’s) (000’s) Options outstanding at December 25, 2016 963 $ 8.05 5.2 $ 1,924.1 Granted 7 $ 9.78 Exercised (49 ) $ 8.85 Forfeited or expired (22 ) $ 16.40 Options outstanding at December 31, 2017 899 $ 7.82 4.4 4,224.8 Options exercisable at December 31, 2017 322 $ 12.91 3.4 $ 965.6 |
Grants and Exercises Under the Company's Option Plans | During the years ended December 31, 2017 , December 25, 2016 , and December 27, 2015 the following values relate to the grants and exercises under the Company’s option plans: 2017 2016 2015 Weighted average grant date fair value of options granted $ 6.39 $ 3.36 $ 3.31 Total intrinsic value of options exercised (in thousands) $ 67.1 $ — $ — |
Restricted Stock Units Activity | The following table summarizes the Company’s Restricted Stock Unit activity: Restricted Weighted-Average Grant Date Fair Value Nonvested balance at December 25, 2016 2,246 $ 6.81 Grants 1,180 $ 7.45 Vested (841 ) $ 7.48 Forfeitures (20 ) $ 7.28 Vested but not released (307 ) $ 7.24 Nonvested balance at December 31, 2017 2,258 $ 6.83 |
Assumptions and Resulting Fair Values of Options Granted | The assumptions and resulting fair values of options granted for 2017 , 2016 and 2015 were as follows: Offering Periods January 1 to December 31 2017 Offering Periods January 1 to December 31, 2016 Offering Periods January 1 to December 31, 2015 Expected term (in years)(1) 0.5 0.5 0.5 Risk-free interest rate(2) .62% - 1.14% 0.36% - 0.49% 0.11% - 0.12% Expected volatility(3) 44.38% - 53.70% 53.00% - 55.55% 39.63% - 40.91% Expected dividend yield(4) —% —% —% Weighted average grant-date fair value per share $2.51 $1.23 $1.43 (1) The expected term is equivalent to the offering period. (2) The risk-free interest rate is based on U.S. Treasury yields in effect at the time of grant with a term equal to the expected term. (3) The Company estimated implied volatility based upon trailing volatility. (4) The Company has no history or expectation of paying dividends on its common stock. |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | Revenues, operating income (loss) and assets disclosed below provided by the Company’s reportable segments for the years ended December 31, 2017 , December 25, 2016 , and December 27, 2015 , are as follows (in millions): 2017 2016 2015 Revenues: Kratos Government Solutions Service revenues $ 196.5 $ 221.0 $ 209.5 Product sales 283.8 244.8 236.6 Total Kratos Government Solutions 480.3 465.8 446.1 Public Safety & Security Service revenues 149.9 127.1 144.7 Product sales — — — Total Public Safety & Security 149.9 127.1 144.7 Unmanned Systems Service revenues — — — Product sales 121.7 75.8 66.3 Total Unmanned Systems 121.7 75.8 66.3 Total revenues $ 751.9 $ 668.7 $ 657.1 Depreciation and amortization: Kratos Government Solutions $ 14.3 $ 14.9 $ 18.2 Public Safety & Security 0.4 0.5 0.6 Unmanned Systems 7.8 7.4 6.7 Total depreciation and amortization $ 22.5 $ 22.8 $ 25.5 Operating income (loss) from continuing operations: Kratos Government Solutions $ 1.7 $ 17.3 $ 16.1 Public Safety & Security 3.8 (3.0 ) 2.6 Unmanned Systems (3.0 ) (27.7 ) (16.2 ) Corporate activities (8.3 ) (5.2 ) (7.0 ) Total operating loss from continuing operations $ (5.8 ) $ (18.6 ) $ (4.5 ) Reportable segment assets are as follows (in millions): December 31, 2017 December 25, 2016 December 27, 2015 Assets: Kratos Government Solutions $ 597.9 $ 609.8 $ 606.8 Unmanned Systems 201.9 172.1 162.0 Public Safety & Security 97.4 92.0 96.8 Corporate activities 126.8 74.7 37.7 Total assets $ 1,024.0 $ 948.6 $ 903.3 |
Quarterly Financial Data (Una36
Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Summarized Quarterly Financial Information | Summarized quarterly data for the years ended December 31, 2017 and December 25, 2016 , is as follows (in millions, except per share data): First Quarter Second Quarter Third Quarter Fourth Quarter Fiscal year 2017 Revenues $ 167.8 $ 185.7 $ 196.2 $ 202.2 Gross profit 45.1 47.4 48.1 56.7 Operating income (loss) from continuing operations 1.7 2.6 3.1 (13.2 ) Provision (benefit) for income taxes 1.5 1.8 0.2 (11.7 ) Loss from continuing operations (9.9 ) (6.2 ) (4.2 ) (22.3 ) Income (loss) from discontinued operations (0.1 ) — (0.1 ) 0.1 Net loss $ (10.0 ) $ (6.2 ) $ (4.3 ) $ (22.2 ) Basic loss per common share: Loss from continuing operations $ (0.13 ) $ (0.07 ) $ (0.05 ) $ (0.21 ) Income (loss) from discontinued operations $ — $ — $ — $ — Net loss per common share $ (0.13 ) $ (0.07 ) $ (0.05 ) $ (0.21 ) Diluted loss per common share: Loss from continuing operations $ (0.13 ) $ (0.07 ) $ (0.05 ) $ (0.21 ) Income (loss) from discontinued operations $ — $ — $ — $ — Net loss per common share $ (0.13 ) $ (0.07 ) $ (0.05 ) $ (0.21 ) In the fourth quarter of 2017 , the Company recorded an impairment of $24.2 million of the carrying value of the goodwill related to its DRSS reporting unit within its KGS reportable segment. The Company also recorded a $15.2 million loss on extinguishment of debt in the fourth quarter of 2017 related to the redemption and extinguishment of the Company’s 7% Notes. First Quarter Second Quarter Third Quarter Fourth Quarter Fiscal year 2016 Revenues $ 153.0 $ 168.2 $ 165.4 $ 182.1 Gross profit 35.9 45.2 25.9 46.6 Operating income (loss) from continuing operations (10.2 ) — (13.0 ) 4.6 Provision for income taxes 3.6 1.8 1.9 0.8 Loss from continuing operations (22.2 ) (10.3 ) (23.5 ) (4.4 ) Income (loss) from discontinued operations — (0.1 ) (0.1 ) 0.1 Net loss $ (22.2 ) $ (10.4 ) $ (23.6 ) $ (4.3 ) Basic loss per common share: Loss from continuing operations $ (0.37 ) $ (0.17 ) $ (0.39 ) $ (0.07 ) Income (loss) from discontinued operations $ — $ — $ — $ — Net loss per common share $ (0.37 ) $ (0.17 ) $ (0.39 ) $ (0.07 ) Diluted loss per common share: Loss from continuing operations $ (0.37 ) $ (0.17 ) $ (0.39 ) $ (0.07 ) Income (loss) from discontinued operations $ — $ — $ — $ — Net loss per common share $ (0.37 ) $ (0.17 ) $ (0.39 ) $ (0.07 ) |
Condensed Consolidating Finan37
Condensed Consolidating Financial Statements (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Condensed Financial Information of Parent Company Only Disclosure [Abstract] | |
Schedule of Condensed Consolidating Balance Sheet | Condensed Consolidating Balance Sheet December 31, 2017 (in millions) Parent Company Subsidiary Guarantors on a Combined Basis Non-Guarantors on a Combined Basis Eliminations Consolidated Assets Current Assets: Cash and cash equivalents $ 121.1 $ (2.2 ) $ 10.7 $ — $ 129.6 Accounts receivable, net — 239.9 28.5 — 268.4 Amounts due from affiliated companies 238.1 — — (238.1 ) — Inventoried costs — 32.2 18.2 — 50.4 Other current assets 3.9 15.6 3.4 — 22.9 Total current assets 363.1 285.5 60.8 (238.1 ) 471.3 Property, plant and equipment, net 1.9 52.5 6.8 — 61.2 Goodwill — 418.3 42.9 — 461.2 Intangible assets, net — 15.8 6.2 — 22.0 Investment in subsidiaries 471.1 70.0 — (541.1 ) — Other assets 0.8 7.5 — — 8.3 Total assets $ 836.9 $ 849.6 $ 116.7 $ (779.2 ) $ 1,024.0 Liabilities and Stockholders’ Equity Current liabilities: Accounts payable $ 2.3 $ 42.0 $ 4.5 $ — $ 48.8 Accrued expenses 5.7 38.3 3.3 — 47.3 Accrued compensation 5.6 25.3 3.9 — 34.8 Billings in excess of costs and earnings on uncompleted contracts — 42.6 4.6 — 47.2 Amounts due to affiliated companies — 206.4 31.7 (238.1 ) — Other current liabilities 1.4 4.6 3.7 — 9.7 Current liabilities of discontinued operations 1.0 — 0.1 — 1.1 Total current liabilities 16.0 359.2 51.8 (238.1 ) 188.9 Long-term debt, net of current portion 293.5 — — — 293.5 Other long-term liabilities 12.1 7.3 6.9 — 26.3 Non-current liabilities of discontinued operations 3.8 — — — 3.8 Total liabilities 325.4 366.5 58.7 (238.1 ) 512.5 Total stockholders’ equity 511.5 483.1 58.0 (541.1 ) 511.5 Total liabilities and stockholders’ equity $ 836.9 $ 849.6 $ 116.7 $ (779.2 ) $ 1,024.0 Condensed Consolidating Balance Sheet December 25, 2016 (in millions) Parent Company Subsidiary Guarantors on a Combined Basis Non-Guarantors on a Combined Basis Eliminations Consolidated Assets Current Assets: Cash and cash equivalents $ 67.2 $ (3.3 ) $ 5.2 $ — $ 69.1 Accounts receivable, net — 197.9 31.5 — 229.4 Amounts due from affiliated companies 204.6 — — (204.6 ) — Inventoried costs — 37.2 18.2 — 55.4 Other current assets 6.3 11.6 1.3 — 19.2 Total current assets 278.1 243.4 56.2 (204.6 ) 373.1 Property, plant and equipment, net 1.6 41.7 6.5 — 49.8 Goodwill — 442.5 42.9 — 485.4 Intangible assets, net — 24.5 8.1 — 32.6 Investment in subsidiaries 458.0 67.5 — (525.5 ) — Other assets 0.4 7.3 — — 7.7 Total assets $ 738.1 $ 826.9 $ 113.7 $ (730.1 ) $ 948.6 Liabilities and Stockholders’ Equity Current liabilities: Accounts payable $ 4.5 $ 43.7 $ 4.5 $ — $ 52.7 Accrued expenses 5.6 44.5 3.5 — 53.6 Accrued compensation 4.0 31.2 3.9 — 39.1 Billings in excess of costs and earnings on uncompleted contracts — 38.9 2.9 — 41.8 Amounts due to affiliated companies — 174.6 30.0 (204.6 ) — Other current liabilities 1.4 4.1 2.2 — 7.7 Current liabilities of discontinued operations 1.5 — 0.1 — 1.6 Total current liabilities 17.0 337.0 47.1 (204.6 ) 196.5 Long-term debt, net of current portion 430.2 — 0.8 — 431.0 Other long-term liabilities 10.8 19.9 10.3 — 41.0 Non-current liabilities of discontinued operations 3.7 — — — 3.7 Total liabilities 461.7 356.9 58.2 (204.6 ) 672.2 Total stockholders’ equity 276.4 470.0 55.5 (525.5 ) 276.4 Total liabilities and stockholders’ equity $ 738.1 $ 826.9 $ 113.7 $ (730.1 ) $ 948.6 |
Schedule of Condensed Consolidating Statement of Operations and Comprehensive Income (Loss) | Condensed Consolidating Statement of Operations and Comprehensive Income (Loss) Year Ended December 31, 2017 (in millions) Parent Company Subsidiary Guarantors on a Combined Basis Non-Guarantors on a Combined Basis Eliminations Consolidated Service revenues $ — $ 334.3 $ 12.1 $ — $ 346.4 Product sales — 360.2 60.0 (14.7 ) 405.5 Total revenues — 694.5 72.1 (14.7 ) 751.9 Cost of service revenues — 238.6 8.9 — 247.5 Cost of product sales — 274.4 47.4 (14.7 ) 307.1 Total costs — 513.0 56.3 (14.7 ) 554.6 Gross profit — 181.5 15.8 — 197.3 Selling, general and administrative expenses 9.1 163.6 12.6 — 185.3 Research and development expenses — 16.6 1.2 — 17.8 Operating income (loss) from continuing operations (9.1 ) 1.3 2.0 — (5.8 ) Other income (expense): Interest income (expense), net (28.9 ) 0.2 0.1 — (28.6 ) Loss on extinguishment of debt (17.3 ) — — — (17.3 ) Other income (expense), net — 0.2 0.7 — 0.9 Total other income (expense), net (46.2 ) 0.4 0.8 — (45.0 ) Income (loss) from continuing operations before income taxes (55.3 ) 1.7 2.8 — (50.8 ) Provision (benefit) for income taxes from continuing operations 0.4 (8.9 ) 0.3 — (8.2 ) Income (loss) from continuing operations (55.7 ) 10.6 2.5 — (42.6 ) Loss from discontinued operations (0.1 ) — — — (0.1 ) Equity in net income (loss) of subsidiaries 13.1 2.5 — (15.6 ) — Net income (loss) $ (42.7 ) $ 13.1 $ 2.5 $ (15.6 ) $ (42.7 ) Comprehensive income (loss) $ (42.4 ) $ 13.1 $ 2.8 $ (15.9 ) $ (42.4 ) Condensed Consolidating Statement of Operations and Comprehensive Income (Loss) Year Ended December 25, 2016 (in millions) Parent Company Subsidiary Guarantors on a Combined Basis Non-Guarantors on a Combined Basis Eliminations Consolidated Service revenues $ — $ 330.9 $ 17.2 $ — $ 348.1 Product sales — 273.8 54.6 (7.8 ) 320.6 Total revenues — 604.7 71.8 (7.8 ) 668.7 Cost of service revenues — 244.0 11.8 — 255.8 Cost of product sales — 225.0 42.1 (7.8 ) 259.3 Total costs — 469.0 53.9 (7.8 ) 515.1 Gross profit — 135.7 17.9 — 153.6 Selling, general and administrative expenses 6.3 142.3 9.7 — 158.3 Research and development expenses — 13.5 0.4 — 13.9 Operating income (loss) from continuing operations (6.3 ) (20.1 ) 7.8 — (18.6 ) Other income (expense): Interest expense, net (34.6 ) (0.1 ) — — (34.7 ) Gain on extinguishment of debt 0.2 — — — 0.2 Other income (expense), net — 0.2 0.6 — 0.8 Total other income (expense), net (34.4 ) 0.1 0.6 — (33.7 ) Income (loss) from continuing operations before income taxes (40.7 ) (20.0 ) 8.4 — (52.3 ) Provision (benefit) for income taxes from continuing operations (0.1 ) 7.0 1.2 — 8.1 Income (loss) from continuing operations (40.6 ) (27.0 ) 7.2 — (60.4 ) Loss from discontinued operations (0.1 ) — — — (0.1 ) Equity in net income (loss) of subsidiaries (19.8 ) 7.2 — 12.6 — Net income (loss) $ (60.5 ) $ (19.8 ) $ 7.2 $ 12.6 $ (60.5 ) Comprehensive income (loss) $ (60.8 ) $ (19.8 ) $ 6.9 $ 12.9 $ (60.8 ) Condensed Consolidating Statement of Operations and Comprehensive Income (Loss) Year Ended December 27, 2015 (in millions) Parent Company Subsidiary Guarantors on a Combined Basis Non-Guarantors on a Combined Basis Eliminations Consolidated Service revenues $ — $ 339.0 $ 15.2 $ — $ 354.2 Product sales — 262.3 56.3 (15.7 ) 302.9 Total revenues — 601.3 71.5 (15.7 ) 657.1 Cost of service revenues — 255.5 11.0 — 266.5 Cost of product sales — 203.1 41.4 (15.7 ) 228.8 Total costs — 458.6 52.4 (15.7 ) 495.3 Gross profit — 142.7 19.1 — 161.8 Selling, general and administrative expenses 10.1 130.8 9.2 — 150.1 Research and development expenses — 15.7 0.5 — 16.2 Operating income (loss) from continuing operations (10.1 ) (3.8 ) 9.4 — (4.5 ) Other income (expense): . Interest expense, net (35.8 ) (0.1 ) (0.1 ) — (36.0 ) Loss on extinguishment of debt (3.4 ) — — — (3.4 ) Other income (expense), net — (3.3 ) 2.6 — (0.7 ) Total other income (expense), net (39.2 ) (3.4 ) 2.5 — (40.1 ) Income (loss) from continuing operations before income taxes (49.3 ) (7.2 ) 11.9 — (44.6 ) Provision (benefit) for income taxes from continuing operations (17.8 ) 4.4 2.0 — (11.4 ) Income (loss) from continuing operations (31.5 ) (11.6 ) 9.9 — (33.2 ) Income (loss) from discontinued operations 71.8 (21.1 ) 2.3 — 53.0 Equity in net income (loss) of subsidiaries (20.5 ) 12.2 — 8.3 — Net income (loss) $ 19.8 $ (20.5 ) $ 12.2 $ 8.3 $ 19.8 Comprehensive income (loss) $ 20.1 $ (20.5 ) $ 12.3 $ 8.2 $ 20.1 |
Schedule of Condensed Consolidating Statement of Cash Flows | Condensed Consolidating Statement of Cash Flows Year Ended December 31, 2017 (in million) Parent Company Subsidiary Guarantors on a Combined Basis Non-Guarantors on a Combined Basis Eliminations Consolidated Net cash provided by (used in) operating activities from continuing operations $ (25.9 ) $ (8.8 ) $ 7.7 $ — $ (27.0 ) Investing activities: Investment in affiliated companies (33.2 ) — — 33.2 — Capital expenditures (0.8 ) (23.9 ) (1.8 ) — (26.5 ) Proceeds from sale of assets — 0.7 — — 0.7 Net cash provided by (used in) investing activities from continuing operations (34.0 ) (23.2 ) (1.8 ) 33.2 (25.8 ) Financing activities: Proceeds from the issuance of long-term debt 300.0 — — — 300.0 Extinguishment of long-term debt (448.8 ) — — — (448.8 ) Repayments under credit facility — — (1.0 ) — (1.0 ) Debt issuance costs (6.6 ) — — — (6.6 ) Proceeds from the issuance of common stock 269.1 — — — 269.1 Proceeds from exercise of restricted stock units, employee stock options, employee stock purchase plan, and other 0.7 — — — 0.7 Financings from affiliated companies — 33.2 — (33.2 ) — Net cash provided by (used in) financing activities from continuing operations 114.4 33.2 (1.0 ) (33.2 ) 113.4 Net cash flows of continuing operations 54.5 1.2 4.9 — 60.6 Net investing cash flows from discontinued operations (0.6 ) — — — (0.6 ) Effect of exchange rate changes on cash and cash equivalents — — 0.5 — 0.5 Net increase in cash and cash equivalents $ 53.9 $ 1.2 $ 5.4 $ — $ 60.5 Condensed Consolidating Statement of Cash Flows Year Ended December 25, 2016 (in millions) Parent Company Subsidiary Guarantors on a Combined Basis Non-Guarantors on a Combined Basis Eliminations Consolidated Net cash provided by (used in) operating activities from continuing operations $ (26.3 ) $ 16.6 $ (2.7 ) $ — $ (12.4 ) Investing activities: Cash paid for acquisitions, net of cash acquired — (5.1 ) — — (5.1 ) Change in restricted cash — 0.3 — — 0.3 Investment in affiliated companies — (3.0 ) — 3.0 — Capital expenditures (0.5 ) (7.1 ) (1.6 ) — (9.2 ) Proceeds from the sale of assets — 0.1 — — 0.1 Net cash provided by (used in) investing activities from continuing operations (0.5 ) (14.8 ) (1.6 ) 3.0 (13.9 ) Financing activities: Extinguishment of long-term debt (14.1 ) — — — (14.1 ) Repayments under credit facility — — (1.0 ) — (1.0 ) Proceeds from the issuance of common stock 76.2 — — — 76.2 Proceeds from exercise of restricted stock units, employee stock options, and employee stock purchase plan 2.0 — — — 2.0 Financings from affiliated companies 3.0 — — (3.0 ) — Net cash provided by (used in) financing activities from continuing operations 67.1 — (1.0 ) (3.0 ) 63.1 Net cash flows of continuing operations 40.3 1.8 (5.3 ) — 36.8 Net operating cash flows from discontinued operations 0.4 (0.3 ) — — 0.1 Net investing cash flows from discontinued operations 4.0 — — — 4.0 Effect of exchange rate changes on cash and cash equivalents — — (0.3 ) — (0.3 ) Net increase (decrease) in cash and cash equivalents $ 44.7 $ 1.5 $ (5.6 ) $ — $ 40.6 Condensed Consolidating Statement of Cash Flows Year Ended December 27, 2015 (in millions) Parent Company Subsidiary Guarantors on a Combined Basis Non-Guarantors on a Combined Basis Eliminations Consolidated Net cash provided by (used in) operating activities from continuing operations $ (2.0 ) $ (30.8 ) $ 3.1 $ — $ (29.7 ) Investing activities: Change in restricted cash — 4.7 — — 4.7 Investment in affiliated companies (33.8 ) — — 33.8 — Capital expenditures (1.0 ) (9.5 ) (0.8 ) — (11.3 ) Proceeds from the sale of assets — 0.9 — — 0.9 Net cash provided by (used in) investing activities from continuing operations (34.8 ) (3.9 ) (0.8 ) 33.8 (5.7 ) Financing activities: Extinguishment of long-term debt (175.0 ) — — — (175.0 ) Repayments under credit facility (41.0 ) — (1.0 ) — (42.0 ) Proceeds from exercise of restricted stock units, employee stock options, and employee stock purchase plan 3.4 — — — 3.4 Financing from affiliated companies — 33.8 — (33.8 ) — Other, net — (1.1 ) — — (1.1 ) Net cash provided by (used in) financing activities from continuing operations (212.6 ) 32.7 (1.0 ) (33.8 ) (214.7 ) Net cash flows of continuing operations (249.4 ) (2.0 ) 1.3 — (250.1 ) Net operating cash flows from discontinued operations — 3.1 (0.3 ) — 2.8 Net investing cash flows from discontinued operations 243.2 (0.4 ) (0.3 ) — 242.5 Effect of exchange rate changes on cash and cash equivalents — — (0.2 ) — (0.2 ) Net increase (decrease) in cash and cash equivalents $ (6.2 ) $ 0.7 $ 0.5 $ — $ (5.0 ) |
Organization and Summary of S38
Organization and Summary of Significant Accounting Policies (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Dec. 31, 2017USD ($) | Oct. 01, 2017USD ($)Segment | Dec. 31, 2017USD ($)Segmenttype_of_contract$ / shares | Dec. 25, 2016USD ($)$ / shares | Dec. 27, 2015USD ($)$ / shares | Sep. 25, 2016USD ($) | |
Significant Accounting Policies Disclosure [Line Items] | ||||||
Number of reportable segments | Segment | 3 | 3 | ||||
Fiscal year duration | 371 days | 364 days | 364 days | |||
Number of different types of contractual arrangements | type_of_contract | 3 | |||||
Number of basic categories of fixed price contracts | type_of_contract | 3 | |||||
Accruals for losses on contracts | $ 10,300,000 | $ 10,300,000 | $ 17,700,000 | |||
Share-based Compensation | ||||||
Employee Stock Purchase Plan offering & expense recognition period | 6 months | |||||
Incremental tax benefits from exercise of stock options | $ 0 | $ 0 | $ 0 | |||
Impact on net loss per common share, basic and diluted (in dollars per share) | $ / shares | $ (0.09) | $ (0.08) | $ (0.10) | |||
Allowance for Doubtful Accounts | ||||||
Provisions | $ 100,000 | $ 300,000 | $ 400,000 | |||
Cash and Cash Equivalents | ||||||
Restricted cash | 400,000 | 400,000 | 500,000 | |||
Interest Expense, Net | ||||||
Interest expense incurred primarily on the Company’s Senior Secured Notes | (29,100,000) | (34,700,000) | (36,000,000) | |||
Miscellaneous interest income | 500,000 | 0 | 0 | |||
Interest expense, net | (28,600,000) | (34,700,000) | (36,000,000) | |||
Foreign Currency | ||||||
Foreign currency transaction gain (loss) | $ 400,000 | 400,000 | (800,000) | |||
Minimum | ||||||
Significant Accounting Policies Disclosure [Line Items] | ||||||
Fiscal year duration | 364 days | |||||
Share-based Compensation | ||||||
Share-based incentive award vesting period | 5 years | |||||
Goodwill and Other Intangible Assets, Net | ||||||
Useful life of finite-lived intangible assets | 1 year | |||||
Maximum | ||||||
Significant Accounting Policies Disclosure [Line Items] | ||||||
Fiscal year duration | 371 days | |||||
Share-based Compensation | ||||||
Share-based incentive award vesting period | 10 years | |||||
Goodwill and Other Intangible Assets, Net | ||||||
Useful life of finite-lived intangible assets | 15 years | |||||
Buildings and improvements | Minimum | ||||||
Property and Equipment, Net | ||||||
Useful life of property and equipment | 15 years | |||||
Buildings and improvements | Maximum | ||||||
Property and Equipment, Net | ||||||
Useful life of property and equipment | 39 years | |||||
Machinery and equipment | Minimum | ||||||
Property and Equipment, Net | ||||||
Useful life of property and equipment | 3 years | |||||
Machinery and equipment | Maximum | ||||||
Property and Equipment, Net | ||||||
Useful life of property and equipment | 10 years | |||||
Computer equipment and software | Minimum | ||||||
Property and Equipment, Net | ||||||
Useful life of property and equipment | 1 year | |||||
Computer equipment and software | Maximum | ||||||
Property and Equipment, Net | ||||||
Useful life of property and equipment | 10 years | |||||
Vehicles, furniture, and office equipment | Maximum | ||||||
Property and Equipment, Net | ||||||
Useful life of property and equipment | 5 years | |||||
Allowance for Doubtful Accounts | ||||||
Allowance for Doubtful Accounts | ||||||
Balance at Beginning of Year | $ 1,700,000 | $ 1,700,000 | 1,800,000 | 1,900,000 | ||
Provisions | 100,000 | 300,000 | 400,000 | |||
Write-offs/Recoveries | (1,200,000) | (400,000) | (500,000) | |||
Balance at End of Year | 600,000 | 600,000 | 1,700,000 | 1,800,000 | ||
Continuing operations | ||||||
Share-based Compensation | ||||||
Stock-based compensation expense, amount recognized in the consolidated financial statements | 7,800,000 | 5,100,000 | 6,100,000 | |||
Selling, general and administrative expenses | ||||||
Share-based Compensation | ||||||
Stock-based compensation expense, amount recognized in the consolidated financial statements | 7,800,000 | 5,100,000 | $ 6,100,000 | |||
Revenue | Accounting Standards Update 2014-09 | ||||||
Recent Accounting Pronouncements | ||||||
Cumulative effect of adopting ASU 2014-09, less than | 2,000,000 | 2,000,000 | ||||
Operating Income | Accounting Standards Update 2014-09 | ||||||
Recent Accounting Pronouncements | ||||||
Cumulative effect of adopting ASU 2014-09, less than | 2,000,000 | 2,000,000 | ||||
Kratos Government Solutions (KGS) | ||||||
Recent Accounting Pronouncements | ||||||
Impairment of goodwill | 24,200,000 | $ 24,200,000 | ||||
Kratos Government Solutions (KGS) | Building facility | ||||||
Property and Equipment, Net | ||||||
Carrying value of building held-for-sale | $ 1,900,000 | |||||
Remeasured fair value of building held-for-sale | 500,000 | |||||
Impairment loss on building reclassified from held-for-sale to held | 1,400,000 | |||||
Stock options | Maximum | ||||||
Share-based Compensation | ||||||
Share-based incentive award vesting period | 6 years | |||||
Purchase order not received | ||||||
Significant Accounting Policies Disclosure [Line Items] | ||||||
Accounts receivable | $ 1,900,000 | $ 1,900,000 | $ 2,000,000 |
Goodwill and Other Intangible39
Goodwill and Other Intangible Assets - Goodwill (Details) $ in Millions | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2017USD ($)contract | Dec. 31, 2017USD ($)Segment | Dec. 25, 2016USD ($) | |
Goodwill [Line Items] | |||
Number of operating segments | Segment | 4 | ||
Goodwill | $ 461.2 | $ 461.2 | $ 485.4 |
Intangible assets, net | $ 22 | 22 | 32.6 |
Number of lost contract opportunities | contract | 2 | ||
Lost contract opportunities period | 5 years | ||
Carrying amounts of goodwill by reportable segment | |||
Gross value | $ 732.8 | 732.8 | 732.8 |
Less accumulated impairment | 271.6 | 271.6 | 247.4 |
Net | 461.2 | 461.2 | 485.4 |
Public Safety & Security | |||
Goodwill [Line Items] | |||
Goodwill | 35.6 | 35.6 | 35.6 |
Carrying amounts of goodwill by reportable segment | |||
Gross value | 53.9 | 53.9 | 53.9 |
Less accumulated impairment | 18.3 | 18.3 | 18.3 |
Net | 35.6 | 35.6 | 35.6 |
Kratos Unmanned Systems (US) | |||
Goodwill [Line Items] | |||
Goodwill | 97.3 | 97.3 | 97.3 |
Carrying amounts of goodwill by reportable segment | |||
Gross value | 111.1 | 111.1 | 111.1 |
Less accumulated impairment | 13.8 | 13.8 | 13.8 |
Net | 97.3 | 97.3 | 97.3 |
Kratos Government Solutions (KGS) | |||
Goodwill [Line Items] | |||
Impairment of goodwill | 24.2 | 24.2 | |
Goodwill | 328.3 | 328.3 | 352.5 |
Carrying amounts of goodwill by reportable segment | |||
Gross value | 567.8 | 567.8 | 567.8 |
Less accumulated impairment | 239.5 | 239.5 | 215.3 |
Net | $ 328.3 | $ 328.3 | $ 352.5 |
Goodwill and Other Intangible40
Goodwill and Other Intangible Assets - Purchased Intangible Assets (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 25, 2016 | Dec. 27, 2015 | |
Acquired finite-lived intangible assets: | |||
Gross Value | $ 110.9 | $ 111.1 | |
Accumulated Amortization | (95.8) | (85.4) | |
Total | 15.1 | 25.7 | |
Total intangible assets, Gross Value | 117.8 | 118 | |
Total intangible assets, Net Value | 22 | 32.6 | |
Aggregate amortization expense for finite-live intangible assets | 10.4 | 10.5 | $ 13 |
Trade names | |||
Acquired finite-lived intangible assets: | |||
Indefinite-lived trade names | 6.9 | 6.9 | |
Customer relationships | |||
Acquired finite-lived intangible assets: | |||
Gross Value | 53.7 | 53.7 | |
Accumulated Amortization | (50.2) | (44.9) | |
Total | 3.5 | 8.8 | |
Contracts and backlog | |||
Acquired finite-lived intangible assets: | |||
Gross Value | 30.8 | 30.8 | |
Accumulated Amortization | (25.7) | (23.7) | |
Total | 5.1 | 7.1 | |
Developed technology and technical know-how | |||
Acquired finite-lived intangible assets: | |||
Gross Value | 25 | 25.2 | |
Accumulated Amortization | (18.6) | (15.7) | |
Total | 6.4 | 9.5 | |
Trade names | |||
Acquired finite-lived intangible assets: | |||
Gross Value | 1.4 | 1.4 | |
Accumulated Amortization | (1.3) | (1.1) | |
Total | $ 0.1 | $ 0.3 |
Goodwill and Other Intangible41
Goodwill and Other Intangible Assets - Intangible Asset Amortization (Details) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 25, 2016 |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | ||
2,018 | $ 5.9 | |
2,019 | 5.1 | |
2,020 | 3 | |
2,021 | 1.1 | |
Total | $ 15.1 | $ 25.7 |
Balance Sheet Details - Accoun
Balance Sheet Details - Accounts Receivable and Inventory (Details) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 25, 2016 | Dec. 27, 2015 | Dec. 28, 2014 |
Cash and Cash Equivalents | ||||
Cash and cash equivalents | $ 129.6 | $ 69.1 | $ 28.5 | $ 33.5 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Total current accounts receivable | 269 | 231.1 | ||
Allowance for doubtful accounts | (0.6) | (1.7) | ||
Total accounts receivable, net | 268.4 | 229.4 | ||
Retainages receivable | 6.6 | 6.2 | ||
Inventory, Net of Allowances, Customer Advances and Progress Billings [Abstract] | ||||
Raw materials | 35.4 | 31.9 | ||
Work in process | 11.4 | 22.1 | ||
Finished goods | 2.3 | 1.4 | ||
Supplies and other | 1.9 | 1.8 | ||
Subtotal inventoried costs | 51 | 57.2 | ||
Less customer advances and progress payments | (0.6) | (1.8) | ||
Total inventoried costs | 50.4 | 55.4 | ||
Billed | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Total current accounts receivable | 101.5 | 102.8 | ||
Unbilled | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Total current accounts receivable | 167.5 | 128.3 | ||
U.S. Government | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Total U.S. Government contract receivables | 72.6 | 54.9 | ||
U.S. Government | Billed | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Total U.S. Government contract receivables | 17.3 | 15.6 | ||
U.S. Government | Unbilled | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Total U.S. Government contract receivables | $ 55.3 | $ 39.3 |
Balance Sheet Details - Propert
Balance Sheet Details - Property, Plant and Equipment (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 25, 2016 | Dec. 27, 2015 | |
Property, Plant and Equipment [Line Items] | |||
Property and equipment | $ 128.8 | $ 107.6 | |
Accumulated depreciation and amortization | (67.6) | (57.8) | |
Total property and equipment, net | 61.2 | 49.8 | |
Depreciation expense | 12.1 | 12.3 | $ 12.5 |
Land and buildings | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment | 12.1 | 12.2 | |
Computer equipment and software | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment | 30.1 | 26.9 | |
Machinery and equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment | 49.9 | 47.2 | |
Furniture and office equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment | 5.7 | 5.3 | |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment | 11.2 | 9.9 | |
Construction in progress | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment | $ 19.8 | $ 6.1 |
Debt - Issuance of 6.5% Senior
Debt - Issuance of 6.5% Senior Secured Notes due 2025 (Details) - USD ($) | 1 Months Ended | ||||||
Nov. 30, 2017 | Dec. 31, 2017 | Sep. 12, 2017 | Dec. 25, 2016 | Sep. 22, 2015 | May 31, 2014 | May 14, 2014 | |
Debt Instrument [Line Items] | |||||||
Principal | $ 300,800,000 | $ 437,300,000 | |||||
Senior notes | 6.5% Notes | |||||||
Debt Instrument [Line Items] | |||||||
Principal | $ 300,000,000 | ||||||
Stated interest rate | 6.50% | 6.50% | |||||
Debt issuance costs | $ 6,600,000 | ||||||
Senior notes | 6.5% Notes | On or after November 30, 2020 | |||||||
Debt Instrument [Line Items] | |||||||
Redemption percentage | 40.00% | ||||||
Percentage of principal amount | 100.00% | ||||||
Senior notes | 6.5% Notes | On or prior to November 30, 2020 | |||||||
Debt Instrument [Line Items] | |||||||
Redemption percentage | 10.00% | ||||||
Percentage of principal amount | 103.00% | ||||||
Senior notes | 7% Senior Notes due 2019 | |||||||
Debt Instrument [Line Items] | |||||||
Principal | $ 300,000,000 | $ 625,000,000 | |||||
Stated interest rate | 7.00% | 7.00% | |||||
Debt issuance costs | $ 8,800,000 | ||||||
Reacquisition price | $ 385,200,000 | $ 135,500,000 | $ 175,000,000 | ||||
Premium | 12,000,000 | ||||||
Accrued interest | $ 300,000 |
Debt - Issuance of 7.00% Senio
Debt - Issuance of 7.00% Senior Secured Notes due 2019 (Details) | Sep. 22, 2015USD ($) | May 14, 2014USD ($) | May 31, 2014USD ($) | Dec. 31, 2017USD ($) | Dec. 25, 2016USD ($) | Dec. 31, 2017USD ($) | Dec. 25, 2016USD ($) | Dec. 27, 2015USD ($) | Nov. 30, 2017USD ($) | Sep. 12, 2017USD ($) | Aug. 21, 2015USD ($) |
Debt Instrument [Line Items] | |||||||||||
Principal | $ 300,800,000 | $ 437,300,000 | $ 300,800,000 | $ 437,300,000 | |||||||
Proceeds from the issuance of long-term debt, net of issuance costs | 300,000,000 | 0 | $ 0 | ||||||||
Original issue discount | 2,400,000 | 2,400,000 | |||||||||
Gain (loss) on extinguishment of debt | (17,300,000) | 200,000 | $ (3,400,000) | ||||||||
Revolving Credit Facility | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Credit agreement borrowings | $ 41,000,000 | ||||||||||
Outstanding borrowings | $ 0 | $ 0 | $ 41,000,000 | ||||||||
Maximum borrowing capacity | $ 110,000,000 | $ 110,000,000 | |||||||||
Senior notes | 7% Senior Notes due 2019 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Stated interest rate | 7.00% | 7.00% | 7.00% | ||||||||
Principal | $ 625,000,000 | $ 300,000,000 | $ 300,000,000 | ||||||||
Proceeds from the issuance of long-term debt, net of issuance costs | 618,500,000 | ||||||||||
Original issue discount | $ 1,400,000 | 6,500,000 | 1,600,000 | 100,000 | 1,600,000 | 100,000 | |||||
Debt issuance costs | $ 8,800,000 | ||||||||||
Reacquisition price | 175,000,000 | $ 385,200,000 | $ 135,500,000 | ||||||||
Write off of unamortized issue costs | 1,800,000 | 100,000 | 2,300,000 | ||||||||
Unamortized premium | $ 12,000,000 | ||||||||||
Gain (loss) on extinguishment of debt | (3,400,000) | $ (15,200,000) | 200,000 | $ (17,300,000) | |||||||
Fixed charge coverage ratio | 2 | ||||||||||
Legal fees | $ 200,000 | ||||||||||
Period following asset disposition | 360 days | ||||||||||
Debt repurchased and extinguished | 14,500,000 | $ 435,500,000 | $ 14,500,000 | ||||||||
Gain (loss) on extinguishment of debt before amortization of issuance cost and discount | $ 400,000 | $ (13,400,000) | |||||||||
Senior notes | 10% Senior Notes due June 2017 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Stated interest rate | 10.00% | ||||||||||
Principal | $ 625,000,000 | ||||||||||
Reacquisition price | 661,500,000 | ||||||||||
Early termination fee | 31,200,000 | ||||||||||
Write off of unamortized issue costs | 15,500,000 | ||||||||||
Unamortized premium | 12,900,000 | ||||||||||
Interest accrued in escrow | 5,300,000 | ||||||||||
Gain (loss) on extinguishment of debt | $ (39,100,000) |
Debt - Credit and Security Agr
Debt - Credit and Security Agreement (Details) | Nov. 20, 2017USD ($) | May 14, 2014USD ($) | Dec. 31, 2017USD ($) | Nov. 30, 2017 | Aug. 21, 2015USD ($) | Aug. 19, 2015USD ($) | May 31, 2015USD ($) |
2014 Credit Agreement, Third Amendment | Fixed charge coverage ratio of at least 1.10 | |||||||
Line of Credit Facility [Line Items] | |||||||
Fixed charge coverage ratio | 1.10 | ||||||
2014 Credit Agreement, Third Amendment | Fixed charge coverage ratio remains at 1.15 | |||||||
Line of Credit Facility [Line Items] | |||||||
Fixed charge coverage ratio | 1.15 | ||||||
2014 Credit Agreement, Fourth Amendment | |||||||
Line of Credit Facility [Line Items] | |||||||
Letter of credit exposure outstanding | $ 17,000,000 | ||||||
Minimum | 2014 Credit Agreement, Third Amendment | Herley disposition proceeds reinvestment reserve, as defined in the amendment | |||||||
Line of Credit Facility [Line Items] | |||||||
Covenant terms, percentage of reinvestment in excess of loans and credit (percent) | 0.00% | ||||||
Minimum | 2014 Credit Agreement, Third Amendment | Fixed charge coverage ratio of at least 1.10 | |||||||
Line of Credit Facility [Line Items] | |||||||
Covenant terms, percentage of reinvestment in excess of loans and credit (percent) | 15.00% | ||||||
Maximum | 2014 Credit Agreement, Third Amendment | Herley disposition proceeds reinvestment reserve, as defined in the amendment | |||||||
Line of Credit Facility [Line Items] | |||||||
Covenant terms, percentage of reinvestment in excess of loans and credit (percent) | 15.00% | ||||||
Maximum | 2014 Credit Agreement, Third Amendment | Fixed charge coverage ratio of at least 1.10 | |||||||
Line of Credit Facility [Line Items] | |||||||
Covenant terms, percentage of reinvestment in excess of loans and credit (percent) | 25.00% | ||||||
Revolving Credit Facility | |||||||
Line of Credit Facility [Line Items] | |||||||
Maximum borrowing capacity | $ 110,000,000 | $ 110,000,000 | |||||
Debt term | 5 years | ||||||
Potential maximum borrowing capacity, subject to Lender approval | $ 135,000,000 | ||||||
Outstanding borrowings | $ 0 | $ 41,000,000 | |||||
Remaining borrowing capacity | $ 65,800,000 | ||||||
Revolving Credit Facility | 2014 Credit Agreement, Third Amendment | |||||||
Line of Credit Facility [Line Items] | |||||||
Fixed charge coverage ratio | 1.15 | ||||||
Revolving Credit Facility | Amendment Credit Agreement | |||||||
Line of Credit Facility [Line Items] | |||||||
Maximum borrowing capacity | $ 90,000,000 | ||||||
Debt term | 5 years | ||||||
Potential maximum borrowing capacity, subject to Lender approval | $ 115,000,000 | ||||||
Percentage of Borrowing Base or Total Commitment Amount, less than | 50.00% | ||||||
Revolving Credit Facility | Minimum | 2014 Credit Agreement, Third Amendment | Herley | |||||||
Line of Credit Facility [Line Items] | |||||||
Minimum amount required to repurchase | $ 175,000,000 | ||||||
Revolving Credit Facility | Federal Funds Rate | |||||||
Line of Credit Facility [Line Items] | |||||||
Basis spread on variable rate (percent) | 0.50% | ||||||
Revolving Credit Facility | LIBOR Rate | |||||||
Line of Credit Facility [Line Items] | |||||||
Basis spread on variable rate (percent) | 1.00% | ||||||
Revolving Credit Facility | Base Rate | Minimum | |||||||
Line of Credit Facility [Line Items] | |||||||
Basis spread on variable rate (percent) | 1.00% | ||||||
Revolving Credit Facility | Base Rate | Maximum | |||||||
Line of Credit Facility [Line Items] | |||||||
Basis spread on variable rate (percent) | 1.50% | ||||||
Revolving Credit Facility | Eurodollar Rate | Minimum | |||||||
Line of Credit Facility [Line Items] | |||||||
Basis spread on variable rate (percent) | 2.00% | ||||||
Revolving Credit Facility | Eurodollar Rate | Maximum | |||||||
Line of Credit Facility [Line Items] | |||||||
Basis spread on variable rate (percent) | 2.50% | ||||||
Letter of Credit | |||||||
Line of Credit Facility [Line Items] | |||||||
Maximum borrowing capacity | $ 50,000,000 | ||||||
Outstanding borrowings | $ 9,500,000 | ||||||
Letter of Credit | 2014 Credit Agreement, Third Amendment | Fixed charge coverage ratio not measured | |||||||
Line of Credit Facility [Line Items] | |||||||
Covenant terms, capacity of outstanding loans of credit | $ 17,000,000 | ||||||
Letter of Credit | Amendment Credit Agreement | |||||||
Line of Credit Facility [Line Items] | |||||||
Maximum borrowing capacity | 50,000,000 | ||||||
Swing Line Loan | |||||||
Line of Credit Facility [Line Items] | |||||||
Maximum borrowing capacity | $ 10,000,000 | ||||||
Swing Line Loan | Amendment Credit Agreement | |||||||
Line of Credit Facility [Line Items] | |||||||
Maximum borrowing capacity | $ 10,000,000 | ||||||
Revolving Loans plus outstanding Swingline Loans plus Letters of Credit | 2014 Credit Agreement, Third Amendment | Fixed charge coverage ratio of at least 1.05 | |||||||
Line of Credit Facility [Line Items] | |||||||
Fixed charge coverage ratio | 1.05 | ||||||
Covenant terms, capacity of outstanding loans of credit | $ 17,000,000 |
Debt - Debt Acquired in Acquis
Debt - Debt Acquired in Acquisition (Details) - USD ($) $ in Millions | Sep. 16, 2008 | Dec. 31, 2017 | Dec. 25, 2016 |
Debt Instrument [Line Items] | |||
Carrying amount | $ 294.3 | $ 432 | |
10-year term loan | |||
Debt Instrument [Line Items] | |||
Maturity period (in years) | 10 years | ||
Carrying amount | 0.8 | $ 1.8 | |
Quarterly installment payment - principal | $ 0.3 | ||
Basis spread on variable rate (percent) | 1.50% |
Debt - Fair Value of Long-Term
Debt - Fair Value of Long-Term Debt (Details) - USD ($) | Dec. 31, 2017 | Dec. 25, 2016 |
Debt Disclosure [Abstract] | ||
Principal | $ 300,800,000 | $ 437,300,000 |
Carrying Amount | 294,300,000 | 432,000,000 |
Fair Value | 312,700,000 | 423,600,000 |
Original issue discount | 2,400,000 | |
Debt issuance costs | 6,500,000 | $ 2,900,000 |
Maturities of long-term debt in 2018 | $ 800,000 |
Lease Commitments (Details)
Lease Commitments (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 25, 2016 | Dec. 27, 2015 | |
Leases [Abstract] | |||
Sublease income on operating leases | $ 7.4 | ||
Operating Leases | |||
2,018 | 18 | ||
2,019 | 19.5 | ||
2,020 | 14.3 | ||
2,021 | 11.4 | ||
2,022 | 9.3 | ||
Thereafter | 55.3 | ||
Total future minimum lease payments | 127.8 | ||
Gross rent expense under operating leases | 21.5 | $ 21.6 | $ 23.1 |
Sublease income | 3.4 | 3.3 | 3.3 |
Accrual for excess facilities | |||
Accrual for excess facilities - beginning balance | 4 | 5.5 | |
Adjustment of excess facility accrual | 0 | 0 | |
Cash payments | (0.7) | (1.5) | |
Accrual for excess facilities - ending balance | 3.3 | 4 | $ 5.5 |
Deferred rent | $ 3.3 | $ 3.9 |
Net Loss Per Common Share - An
Net Loss Per Common Share - Antidilutive Securities (Details) - shares shares in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 25, 2016 | Dec. 27, 2015 | |
Shares from stock options and awards | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of EPS (in shares) | 0.1 | 1.4 | 1.9 |
Income Taxes - Narrative (Deta
Income Taxes - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 25, 2016 | Dec. 27, 2015 | |
Income Tax Disclosure [Abstract] | |||
Decrease in net deferred tax liabilities | $ 6.9 | ||
Operating loss carryforwards with indefinite-lived carryforward | 6.3 | ||
Decrease to deferred tax assets | 6.2 | ||
Decrease in valuation allowance | 47.8 | ||
Operating Loss Carryforwards [Line Items] | |||
Federal annual utilization of NOL carryforwards limit, next five years | $ 27 | ||
Threshold period for change in allowed annual amount of NOL to be recognized | 5 years | ||
Federal annual utilization of NOL carryforwards limit, after year five | $ 11.6 | ||
Unrecognized deferred income taxes or foreign withholding taxes | 7.7 | ||
Unrecognized deferred income taxes or foreign withholding taxes, cash and cash equivalents available for distribution | 10.7 | ||
Unrecognized tax benefits that if recognized would affect effective tax rate | 15.6 | ||
Amount that would become a deferred tax asset included in unrecognized tax benefits that would impact the effective tax rate | 11 | ||
Income tax penalties and interest expense | 0.5 | $ 0.9 | $ 0.2 |
Benefit for income tax penalties and interest related to reversal of prior positions | 0.2 | 0 | 0.1 |
Total interest and penalties accrued | 2.2 | $ 1.9 | $ 1 |
Unrecognized tax benefits that will expire within the next 12 months | 0.4 | ||
Federal | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforwards | 390.7 | ||
State | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforwards | $ 348.7 |
Income Taxes - Components of I
Income Taxes - Components of Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Oct. 01, 2017 | Jun. 25, 2017 | Mar. 26, 2017 | Dec. 25, 2016 | Sep. 25, 2016 | Jun. 26, 2016 | Mar. 27, 2016 | Dec. 31, 2017 | Dec. 25, 2016 | Dec. 27, 2015 | |
Components of income (loss) from continuing operations before income taxes | |||||||||||
Domestic | $ (54.2) | $ (61.8) | $ (54.2) | ||||||||
Foreign | 3.4 | 9.5 | 9.6 | ||||||||
Loss from continuing operations before income taxes | (50.8) | (52.3) | (44.6) | ||||||||
Federal income taxes: | |||||||||||
Current | (0.7) | (0.5) | (15.7) | ||||||||
Deferred | (9) | 4 | 1.4 | ||||||||
Total Federal | (9.7) | 3.5 | (14.3) | ||||||||
State and local income taxes | |||||||||||
Current | 0.7 | 2.3 | 0.8 | ||||||||
Deferred | (0.7) | 0.7 | 0 | ||||||||
Total State and local | 0 | 3 | 0.8 | ||||||||
Foreign income taxes: | |||||||||||
Current | 2 | 1.5 | 1.2 | ||||||||
Deferred | (0.5) | 0.1 | 0.9 | ||||||||
Total Foreign | 1.5 | 1.6 | 2.1 | ||||||||
Total | $ (11.7) | $ 0.2 | $ 1.8 | $ 1.5 | $ 0.8 | $ 1.9 | $ 1.8 | $ 3.6 | $ (8.2) | $ 8.1 | $ (11.4) |
Income Taxes - Reconciliation
Income Taxes - Reconciliation of Income Tax Provision (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Oct. 01, 2017 | Jun. 25, 2017 | Mar. 26, 2017 | Dec. 25, 2016 | Sep. 25, 2016 | Jun. 26, 2016 | Mar. 27, 2016 | Dec. 31, 2017 | Dec. 25, 2016 | Dec. 27, 2015 | |
Income Tax Disclosure [Abstract] | |||||||||||
Income tax (benefit) at federal statutory rate | $ (17.8) | $ (18.3) | $ (15.6) | ||||||||
State taxes, net of federal tax benefit and valuation allowance | 0.7 | 0.2 | (0.2) | ||||||||
Difference in tax rates between U.S. and foreign | 0 | 0.1 | (0.7) | ||||||||
Increase (decrease) in valuation allowance | (45.6) | 19.1 | 0 | ||||||||
Nondeductible expense | 1.1 | 0.7 | 0.8 | ||||||||
Increase in reserve for uncertain tax positions | 1.3 | 2.2 | 0.9 | ||||||||
Changes to indefinite life items and separate state deferred taxes | (2.2) | 4.1 | 3.4 | ||||||||
One-time transition tax on previously undistributed foreign earnings | 6.2 | 0 | 0 | ||||||||
Goodwill impairment | 8.1 | 0 | 0 | ||||||||
Impact related to the 2017 Tax Act | 40 | 0 | 0 | ||||||||
Total | $ (11.7) | $ 0.2 | $ 1.8 | $ 1.5 | $ 0.8 | $ 1.9 | $ 1.8 | $ 3.6 | $ (8.2) | $ 8.1 | $ (11.4) |
Income Taxes - Deferred Taxes
Income Taxes - Deferred Taxes (Details) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 25, 2016 |
Deferred tax assets: | ||
Allowance for doubtful accounts | $ 0.2 | $ 0.4 |
Sundry accruals | 1.5 | 2.2 |
Vacation accrual | 3.2 | 4.7 |
Stock-based compensation | 3.1 | 5.2 |
Payroll related accruals | 2.1 | 2.9 |
Lease accruals | 2.5 | 4.5 |
Investments | 1.3 | 2 |
Net operating loss carryforwards | 95.7 | 124.8 |
Tax credit carryforwards | 9.5 | 9.4 |
Deferred revenue | 1.9 | 2.5 |
Reserves and other | 6.1 | 11.9 |
Gross deferred tax assets | 127.1 | 170.5 |
Valuation allowance | (87.5) | (133.1) |
Total deferred tax assets, net of valuation allowance | 39.6 | 37.4 |
Deferred tax liabilities: | ||
Unearned revenue | (38.8) | (43) |
Other intangibles | (5.4) | (7) |
Property and equipment, principally due to differences in depreciation | (0.7) | (2) |
Other | (1.7) | (2.7) |
Total deferred tax liabilities | (46.6) | (54.7) |
Net deferred tax liability | $ (7) | $ (17.3) |
Income Taxes - Unrecognized Ta
Income Taxes - Unrecognized Tax Benefits (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 25, 2016 | Dec. 27, 2015 | |
Unrecognized Tax Benefits | |||
Balance at the beginning of period | $ 18.6 | $ 17.2 | $ 16.4 |
Increases related to prior periods (acquired entities) | 0.4 | 1.4 | 0.4 |
Increases related to current year tax positions | 1.1 | 0.2 | 0.9 |
Expiration of applicable statutes of limitations | (0.6) | (0.2) | |
Decrease in federal tax rate | (3.9) | ||
Decreases related to disposition | (0.5) | ||
Balance at the end of period | $ 15.6 | $ 18.6 | $ 17.2 |
Discontinued Operations (Detail
Discontinued Operations (Details) - USD ($) | Aug. 21, 2015 | Nov. 30, 2015 | Dec. 31, 2017 | Dec. 25, 2016 | Dec. 27, 2015 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Income tax expense | $ 100,000 | $ 0 | $ 22,500,000 | ||
Discontinued Operations, Disposed of by Sale | Revolving Credit Facility | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Repayment of outstanding borrowings | 41,000,000 | ||||
Herley | Discontinued Operations, Disposed of by Sale | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Purchase price, in cash | $ 260,000,000 | ||||
Escrow to satisfy any purchase price adjustments | 2,000,000 | ||||
Working capital adjustments | $ 8,300,000 | $ 8,100,000 | |||
Period to assert claim for indemnification | 5 years | ||||
Maximum future indemnification payment, amount | $ 34,000,000 | ||||
Transaction-related costs | 11,500,000 | ||||
Gain on sale of operations | 80,800,000 | ||||
Net payment to company after adjustments | 2,700,000 | ||||
Net payment from escrow | 2,000,000 | ||||
Difference in estimated working capital and actual working capital | $ 700,000 | ||||
Income tax expense | 100,000 | 0 | 22,500,000 | ||
Herley | Discontinued Operations, Disposed of by Sale | Maximum | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Taxes incurred as part of transaction | $ 5,000,000 | $ 5,000,000 | |||
Herley | Discontinued Operations, Disposed of by Sale | Senior notes | 7% Senior Notes due 2019 | Minimum | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Redemption of notes | $ 175,000,000 | ||||
Herley | Discontinued Operations, Disposed of by Sale | Selling, general and administrative expenses | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Depreciation and amortization expense | $ 4,200,000 |
Discontinued Operations - Resul
Discontinued Operations - Results of Discontinued Operations (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 25, 2016 | Dec. 27, 2015 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Gain on disposal of discontinued operations before income taxes | $ 80,800,000 | ||
Total gain (loss) of discontinued operations before income taxes | $ 0 | $ (100,000) | 75,500,000 |
Income tax expense | 100,000 | 0 | 22,500,000 |
Income (loss) from discontinued operations | (100,000) | (100,000) | 53,000,000 |
Herley | Discontinued Operations, Disposed of by Sale | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Revenue | 0 | 0 | 59,700,000 |
Cost of sales | 0 | 0 | 40,600,000 |
Selling, general and administrative expenses | 0 | 100,000 | 15,200,000 |
Interest expense, net | 0 | 0 | 9,100,000 |
Other net income (expense) items that are not major | 0 | 0 | 100,000 |
Loss from discontinued operations before income taxes | 0 | (100,000) | (5,300,000) |
Gain on disposal of discontinued operations before income taxes | 0 | 0 | 80,800,000 |
Total gain (loss) of discontinued operations before income taxes | 0 | (100,000) | 75,500,000 |
Income tax expense | 100,000 | 0 | 22,500,000 |
Income (loss) from discontinued operations | $ (100,000) | $ (100,000) | $ 53,000,000 |
Discontinued Operations - Summa
Discontinued Operations - Summary of Assets and Liabilities of Discontinued Operations (Details) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 25, 2016 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Current liabilities of discontinued operations | $ 1.1 | $ 1.6 |
Herley | Discontinued Operations, Disposed of by Sale | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Accrued compensation | 0 | 0.6 |
Other current liabilities | 1.1 | 1 |
Current liabilities of discontinued operations | 1.1 | 1.6 |
Other long-term liabilities of discontinued operations | $ 3.8 | $ 3.7 |
Stockholders' Equity - Common
Stockholders' Equity - Common Stock (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | Sep. 12, 2017 | Mar. 07, 2017 | Nov. 23, 2016 | Dec. 25, 2016 | Dec. 31, 2017 | Dec. 25, 2016 | Dec. 27, 2015 | Nov. 30, 2017 | Sep. 22, 2015 | May 31, 2014 |
Class of Stock [Line Items] | ||||||||||
Proceeds from the issuance of common stock | $ 269.1 | $ 76.2 | $ 0 | |||||||
Net proceeds used to pay-off debt | $ 269.1 | 14.1 | ||||||||
7% Senior Notes due 2019 | Senior notes | ||||||||||
Class of Stock [Line Items] | ||||||||||
Stated interest rate | 7.00% | 7.00% | ||||||||
Approximate amount of debt paid-off | $ 14.5 | $ 435.5 | $ 14.5 | |||||||
Reacquisition price | $ 135.5 | $ 385.2 | $ 175 | |||||||
Common Stock | ||||||||||
Class of Stock [Line Items] | ||||||||||
Common stock sold (in shares) | 16.1 | 11.9 | 13.4 | 28 | 13.4 | |||||
Purchase price of common stock sold (dollars per share) | $ 12.25 | $ 7.25 | $ 6 | |||||||
Gross proceeds from sell of stock | $ 80.5 | $ 283.5 |
Stockholders' Equity - Stock O
Stockholders' Equity - Stock Option Plans and Restricted Stock Units Plans (Details) - USD ($) $ in Millions | Apr. 01, 2014 | Dec. 31, 2017 | Dec. 25, 2016 | Dec. 27, 2015 | May 31, 2017 | Mar. 28, 2014 | Mar. 27, 2014 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock awards granted | 0 | 7,000 | |||||
Number of shares available for issuance (in shares) | 1,550,000 | 2,306,256 | |||||
Total number of awards outstanding (shares) | 5,511,322 | ||||||
Total unrecognized stock-based compensation expense related to nonvested options | $ 0.1 | ||||||
Maximum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based incentive award vesting period | 10 years | ||||||
Stock Options and Restricted Stock Units | Maximum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based incentive award vesting period | 10 years | ||||||
Stock options | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Unrecognized stock-based compensation expense, period for recognition | 6 months | ||||||
Stock options | Maximum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based incentive award vesting period | 6 years | ||||||
Award term or expiration period | 10 years | ||||||
Restricted Stock Units (RSUs) | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Unrecognized stock-based compensation expense, period for recognition | 3 years 1 month 6 days | ||||||
Total unrecognized stock-based compensation expense related to nonvested restricted stock units | $ 7.2 | ||||||
Fair value of vested awards | $ 6.3 | $ 4.7 | $ 3.6 | ||||
2014 Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of shares available for issuance (in shares) | 3,954,912 | 2,500,000 | |||||
Total number of awards outstanding (shares) | 5,511,322 |
Stockholders' Equity - Stock61
Stockholders' Equity - Stock Option Valuation Assumptions (Details) - Stock options | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 25, 2016 | Dec. 27, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected life | 10 years | 10 years | 10 years |
Risk-free interest rate, lower range (percent) | 2.20% | 1.80% | 2.10% |
Risk-free interest rate, upper range (percent) | 2.50% | 2.40% | 2.30% |
Volatility, lower range (percent) | 53.80% | 55.20% | 54.40% |
Volatility, upper range (percent) | 55.00% | 55.80% | 54.70% |
Forfeiture rate (percent) | 5.00% | 5.00% | 5.00% |
Dividend yield (percent) | 0.00% | 0.00% | 0.00% |
Stockholders' Equity - Stock62
Stockholders' Equity - Stock Options Roll Forward (Details) - USD ($) | Apr. 01, 2014 | Dec. 31, 2017 | Dec. 25, 2016 |
Number of Shares Under Option | |||
Options outstanding at beginning of period, Number of Options (in shares) | 963,000 | ||
Granted, Number of Options (in shares) | 0 | 7,000 | |
Exercised, Number of Options (in shares) | (49,000) | ||
Forfeited or expired, Number of Options (in shares) | (22,000) | ||
Options outstanding at end of period, Number of Options (in shares) | 899,000 | 963,000 | |
Options exercisable, Number of Options (in shares) | 322,000 | ||
Weighted-Average Exercise Price per Share | |||
Options outstanding at beginning of period, Weighted-Average Exercise Price per Share (in dollars per share) | $ 8.05 | ||
Granted, Weighted-Average Exercise Price per Share (in dollars per share) | 9.78 | ||
Exercised, Weighted-Average Exercise Price per Share (in dollars per share) | 8.85 | ||
Forfeited or expired, Weighted-Average Exercise Price per Share (in dollars per share) | 16.40 | ||
Options outstanding at end of period, Weighted-Average Exercise Price per Share (in dollars per share) | 7.82 | $ 8.05 | |
Options exercisable, Weighted-Average Exercise Price per Share (in dollars per share) | $ 12.91 | ||
Weighted- Average Remaining Contractual Term and Aggregate Intrinsic Value | |||
Options outstanding, Weighted Average Remaining Contractual Term | 4 years 4 months 24 days | 5 years 2 months 12 days | |
Options exercisable, Weighted-Average Remaining Contractual Term | 3 years 4 months 24 days | ||
Options outstanding, Aggregate Intrinsic Value | $ 4,224,800 | $ 1,924,100 | |
Options exercisable, Aggregate Intrinsic Value | $ 965,600 |
Stockholders' Equity - Grants
Stockholders' Equity - Grants and Exercises Under Option Plans (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 25, 2016 | Dec. 27, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||
Weighted average grant date fair value of options granted (in dollars per share) | $ 6.39 | $ 3.36 | $ 3.31 |
Total intrinsic value of options exercised | $ 67,100 | $ 0 | $ 0 |
Stockholders' Equity - Restric
Stockholders' Equity - Restricted Stock Unit Activity (Details) - Restricted Stock Units (RSUs) shares in Thousands | 12 Months Ended |
Dec. 31, 2017$ / sharesshares | |
Restricted Stock Units | |
Nonvested balance at beginning of period (in shares) | shares | 2,246 |
Grants (in shares) | shares | 1,180 |
Vested (in shares) | shares | (841) |
Forfeitures (in shares) | shares | (20) |
Vested but not released (in shares) | shares | (307) |
Nonvested balance at end of period (in shares) | shares | 2,258 |
Weighted-Average Grant Date Fair Value | |
Nonvested balance at beginning of period, Weighted-Average Grant Date Fair Value (in dollars per share) | $ / shares | $ 6.81 |
Grants, Weighted-Average Grant Date Fair Value (in dollars per share) | $ / shares | 7.45 |
Vested, Weighted-Average Grant Date Fair Value (in dollars per share) | $ / shares | 7.48 |
Forfeitures, Weighted-Average Grant Date Fair Value (in dollars per share) | $ / shares | 7.28 |
Vested but not released, Weighted-Average Grant Date Fair Value (in dollars per share) | $ / shares | 7.24 |
Nonvested balance at end of period, Weighted-Average Grant Date Fair Value (in dollars per share) | $ / shares | $ 6.83 |
Stockholders' Equity - Employe
Stockholders' Equity - Employee Stock Purchase Plan (Details) - $ / shares | 12 Months Ended | ||||||
Dec. 31, 2017 | Dec. 25, 2016 | Dec. 27, 2015 | May 31, 2017 | Mar. 28, 2014 | Mar. 27, 2014 | Aug. 31, 1999 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of shares available for future issuance (in shares) | 1,550,000 | 2,306,256 | |||||
Number of shares issued under the plan (in shares) | 870,000 | ||||||
Employee Stock Purchase Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of shares authorized (in shares) | 3,000,000 | 5,200,000 | |||||
Minimum weekly employment threshold to qualify for ESPP | 20 hours | ||||||
Minimum annual employment threshold to qualify for ESPP | 5 months | ||||||
Maximum percentage of employee compensation eligible to purchase shares under ESPP (percent) | 15.00% | ||||||
Purchase price of common stock as a percent of fair market value (percent) | 85.00% | ||||||
Cumulative number of shares issued under ESPP (in shares) | 5,000,000 | ||||||
Number of shares available for future issuance (in shares) | 3,200,000 | ||||||
Average share price of shares issued under the plan (dollars per share) | $ 5.65 | ||||||
Assumptions and resulting fair values of options granted | |||||||
Expected term (in years) | 6 months | 6 months | 6 months | ||||
Risk-free interest rate, lower range (percent) | 0.62% | 0.36% | 0.11% | ||||
Risk-free interest rate, upper range (percent) | 1.14% | 0.49% | 0.12% | ||||
Expected volatility, lower range (percent) | 44.38% | 53.00% | 39.63% | ||||
Expected volatility, upper range (percent) | 53.70% | 55.55% | 40.91% | ||||
Expected dividend yield (percent) | 0.00% | 0.00% | 0.00% | ||||
Weighted average grant-date fair value per share (in dollars per share) | $ 2.51 | $ 1.23 | $ 1.43 |
Retirement Plans (Details)
Retirement Plans (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 25, 2016 | Dec. 27, 2015 | |
Retirement Benefits [Abstract] | |||
Company's contributions to defined-contribution plans | $ 4.7 | $ 4.3 | $ 4.9 |
Significant Customers (Details)
Significant Customers (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 25, 2016 | Dec. 27, 2015 | |
Revenue, Major Customer [Line Items] | |||
Sales to the U.S. Government - amount | $ 751.9 | $ 668.7 | $ 657.1 |
U.S. Government | Kratos Government Solutions (KGS) | |||
Revenue, Major Customer [Line Items] | |||
Sales to the U.S. Government - amount | $ 452.8 | $ 398.3 | $ 402.9 |
Sales to the U.S. Government - percentage of total revenue | 60.00% | 60.00% | 61.00% |
Segment Information - Narrativ
Segment Information - Narrative (Details) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Dec. 31, 2017USD ($) | Oct. 01, 2017Segment | Dec. 31, 2017USD ($)Segment | Dec. 25, 2016USD ($) | Dec. 27, 2015USD ($) | |
Segment Reporting Information [Line Items] | |||||
Number of reportable segments | Segment | 3 | 3 | |||
Total revenues | $ 751.9 | $ 668.7 | $ 657.1 | ||
Percentage of foreign revenue to total revenue (as a percent) | 11.00% | 12.00% | 11.00% | ||
Litigation related charges | $ 0 | $ 1.7 | $ 0 | ||
Unmanned Systems | |||||
Segment Reporting Information [Line Items] | |||||
Loss accrual | 18.7 | ||||
Costs related to retrofits | 5.7 | ||||
Public Safety & Security | |||||
Segment Reporting Information [Line Items] | |||||
Litigation related charges | 1.9 | ||||
Integration Project Expense | 4.1 | ||||
Kratos Government Solutions | |||||
Segment Reporting Information [Line Items] | |||||
Impairment of goodwill | $ 24.2 | 24.2 | |||
Business exit costs | 9.2 | ||||
Assets of foreign subsidiaries | $ 116.7 | 116.7 | 113.7 | 106.2 | |
Non-US | |||||
Segment Reporting Information [Line Items] | |||||
Total revenues | $ 84.7 | $ 80.1 | $ 73.2 |
Segment Information - Revenues,
Segment Information - Revenues, Operating Income (Loss) and Assets by Reportable Segments (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Oct. 01, 2017 | Jun. 25, 2017 | Mar. 26, 2017 | Dec. 25, 2016 | Sep. 25, 2016 | Jun. 26, 2016 | Mar. 27, 2016 | Dec. 31, 2017 | Dec. 25, 2016 | Dec. 27, 2015 | |
Segment Reporting Information [Line Items] | |||||||||||
Service revenues | $ 346.4 | $ 348.1 | $ 354.2 | ||||||||
Product sales | 405.5 | 320.6 | 302.9 | ||||||||
Total revenues | 751.9 | 668.7 | 657.1 | ||||||||
Depreciation and amortization | 22.5 | 22.8 | 25.5 | ||||||||
Total operating loss from continuing operations | $ (13.2) | $ 3.1 | $ 2.6 | $ 1.7 | $ 4.6 | $ (13) | $ 0 | $ (10.2) | (5.8) | (18.6) | (4.5) |
Total assets | 1,024 | 948.6 | 1,024 | 948.6 | 903.3 | ||||||
Operating Segments | Kratos Government Solutions | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Service revenues | 196.5 | 221 | 209.5 | ||||||||
Product sales | 283.8 | 244.8 | 236.6 | ||||||||
Total revenues | 480.3 | 465.8 | 446.1 | ||||||||
Depreciation and amortization | 14.3 | 14.9 | 18.2 | ||||||||
Total operating loss from continuing operations | 1.7 | 17.3 | 16.1 | ||||||||
Total assets | 597.9 | 609.8 | 597.9 | 609.8 | 606.8 | ||||||
Operating Segments | Public Safety & Security | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Service revenues | 149.9 | 127.1 | 144.7 | ||||||||
Product sales | 0 | 0 | 0 | ||||||||
Total revenues | 149.9 | 127.1 | 144.7 | ||||||||
Depreciation and amortization | 0.4 | 0.5 | 0.6 | ||||||||
Total operating loss from continuing operations | 3.8 | (3) | 2.6 | ||||||||
Total assets | 97.4 | 92 | 97.4 | 92 | 96.8 | ||||||
Operating Segments | Unmanned Systems | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Service revenues | 0 | 0 | 0 | ||||||||
Product sales | 121.7 | 75.8 | 66.3 | ||||||||
Total revenues | 121.7 | 75.8 | 66.3 | ||||||||
Depreciation and amortization | 7.8 | 7.4 | 6.7 | ||||||||
Total operating loss from continuing operations | (3) | (27.7) | (16.2) | ||||||||
Total assets | 201.9 | 172.1 | 201.9 | 172.1 | 162 | ||||||
Corporate activities | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total operating loss from continuing operations | (8.3) | (5.2) | (7) | ||||||||
Total assets | $ 126.8 | $ 74.7 | $ 126.8 | $ 74.7 | $ 37.7 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) $ in Millions | 1 Months Ended |
Apr. 30, 2016USD ($) | |
US. Government Cost Claims | |
Loss Contingencies [Line Items] | |
Settlement on matters related to unallowable costs | $ 0.2 |
Quarterly Financial Data (Una71
Quarterly Financial Data (Unaudited) Summarized Quarterly Financial Information (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Oct. 01, 2017 | Jun. 25, 2017 | Mar. 26, 2017 | Dec. 25, 2016 | Sep. 25, 2016 | Jun. 26, 2016 | Mar. 27, 2016 | Dec. 31, 2017 | Dec. 25, 2016 | Dec. 27, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Revenues | $ 202.2 | $ 196.2 | $ 185.7 | $ 167.8 | $ 182.1 | $ 165.4 | $ 168.2 | $ 153 | $ 751.9 | $ 668.7 | $ 657.1 |
Gross profit | 56.7 | 48.1 | 47.4 | 45.1 | 46.6 | 25.9 | 45.2 | 35.9 | 197.3 | 153.6 | 161.8 |
Total operating loss from continuing operations | (13.2) | 3.1 | 2.6 | 1.7 | 4.6 | (13) | 0 | (10.2) | (5.8) | (18.6) | (4.5) |
Provision (benefit) for income taxes from continuing operations | (11.7) | 0.2 | 1.8 | 1.5 | 0.8 | 1.9 | 1.8 | 3.6 | (8.2) | 8.1 | (11.4) |
Loss from continuing operations | (22.3) | (4.2) | (6.2) | (9.9) | (4.4) | (23.5) | (10.3) | (22.2) | |||
Income (loss) from discontinued operations | 0.1 | (0.1) | 0 | (0.1) | 0.1 | (0.1) | (0.1) | 0 | |||
Net loss | $ (22.2) | $ (4.3) | $ (6.2) | $ (10) | $ (4.3) | $ (23.6) | $ (10.4) | $ (22.2) | $ (42.7) | $ (60.5) | $ 19.8 |
Basic income (loss) per common share: | |||||||||||
Loss from continuing operations (in dollars per share) | $ (0.21) | $ (0.05) | $ (0.07) | $ (0.13) | $ (0.07) | $ (0.39) | $ (0.17) | $ (0.37) | $ (0.48) | $ (0.99) | $ (0.56) |
Income (loss) from discontinued operations (in dollars per share) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0.90 |
Net income (loss) per common share (in dollars per share) | (0.21) | (0.05) | (0.07) | (0.13) | (0.07) | (0.39) | (0.17) | (0.37) | (0.48) | (0.99) | 0.34 |
Diluted income (loss) per common share: | |||||||||||
Loss from continuing operations (in dollars per share) | (0.21) | (0.05) | (0.07) | (0.13) | (0.07) | (0.39) | (0.17) | (0.37) | (0.48) | (0.99) | (0.56) |
Income (loss) from discontinued operations (in dollars per share) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0.90 |
Net income (loss) per common share (in dollars per share) | $ (0.21) | $ (0.05) | $ (0.07) | $ (0.13) | $ (0.07) | $ (0.39) | $ (0.17) | $ (0.37) | $ (0.48) | $ (0.99) | $ 0.34 |
Quarterly Financial Data (Una72
Quarterly Financial Data (Unaudited) (Details) - USD ($) $ in Millions | Sep. 22, 2015 | Dec. 31, 2017 | Dec. 25, 2016 | Sep. 25, 2016 | Jun. 26, 2016 | Mar. 27, 2016 | Dec. 31, 2017 | Dec. 25, 2016 | Dec. 27, 2015 | May 31, 2014 |
Effect of Fourth Quarter Events [Line Items] | ||||||||||
Loss (gain) on extinguishment of debt | $ 17.3 | $ (0.2) | $ 3.4 | |||||||
Restructuring charges | 0 | $ 9.1 | $ 0 | |||||||
Loss on contract | $ 18.7 | |||||||||
Facility Closure | ||||||||||
Effect of Fourth Quarter Events [Line Items] | ||||||||||
Restructuring charges | $ 1.4 | $ 0.1 | $ 4.7 | $ 3 | ||||||
Kratos Government Solutions (KGS) | ||||||||||
Effect of Fourth Quarter Events [Line Items] | ||||||||||
Impairment of goodwill | $ 24.2 | 24.2 | ||||||||
Senior notes | 7% Senior Notes due 2019 | ||||||||||
Effect of Fourth Quarter Events [Line Items] | ||||||||||
Loss (gain) on extinguishment of debt | $ 3.4 | $ 15.2 | $ (0.2) | $ 17.3 | ||||||
Stated interest rate | 7.00% | 7.00% | 7.00% |
Condensed Consolidating Finan73
Condensed Consolidating Financial Statements - Condensed Consolidating Balance Sheet (Details) - USD ($) | Dec. 31, 2017 | Nov. 30, 2017 | Dec. 25, 2016 | Dec. 27, 2015 | Dec. 28, 2014 | May 31, 2014 |
Condensed Financial Statements, Captions [Line Items] | ||||||
Principal | $ 300,800,000 | $ 437,300,000 | ||||
Ownership percentage | 100.00% | |||||
Current assets: | ||||||
Cash and cash equivalents | $ 129,600,000 | 69,100,000 | $ 28,500,000 | $ 33,500,000 | ||
Accounts receivable, net | 268,400,000 | 229,400,000 | ||||
Amounts due from affiliated companies | 0 | 0 | ||||
Inventoried costs | 50,400,000 | 55,400,000 | ||||
Other current assets | 22,900,000 | 19,200,000 | ||||
Total current assets | 471,300,000 | 373,100,000 | ||||
Property, plant and equipment, net | 61,200,000 | 49,800,000 | ||||
Goodwill | 461,200,000 | 485,400,000 | ||||
Intangible assets, net | 22,000,000 | 32,600,000 | ||||
Investment in subsidiaries | 0 | 0 | ||||
Other assets | 8,300,000 | 7,700,000 | ||||
Total assets | 1,024,000,000 | 948,600,000 | 903,300,000 | |||
Current liabilities: | ||||||
Accounts payable | 48,800,000 | 52,700,000 | ||||
Accrued expenses | 47,300,000 | 53,600,000 | ||||
Accrued compensation | 34,800,000 | 39,100,000 | ||||
Billings in excess of costs and earnings on uncompleted contracts | 47,200,000 | 41,800,000 | ||||
Amounts due to affiliated companies | 0 | 0 | ||||
Other current liabilities | 9,700,000 | 7,700,000 | ||||
Current liabilities of discontinued operations | 1,100,000 | 1,600,000 | ||||
Total current liabilities | 188,900,000 | 196,500,000 | ||||
Long-term debt, net of current portion | 293,500,000 | 431,000,000 | ||||
Other long-term liabilities | 26,300,000 | 41,000,000 | ||||
Non-current liabilities of discontinued operations | 3,800,000 | 3,700,000 | ||||
Total liabilities | 512,500,000 | 672,200,000 | ||||
Total stockholders’ equity | 511,500,000 | 276,400,000 | $ 254,200,000 | $ 224,300,000 | ||
Total liabilities and stockholders’ equity | 1,024,000,000 | 948,600,000 | ||||
Eliminations | ||||||
Current assets: | ||||||
Cash and cash equivalents | 0 | 0 | ||||
Accounts receivable, net | 0 | 0 | ||||
Amounts due from affiliated companies | (238,100,000) | (204,600,000) | ||||
Inventoried costs | 0 | 0 | ||||
Other current assets | 0 | 0 | ||||
Total current assets | (238,100,000) | (204,600,000) | ||||
Property, plant and equipment, net | 0 | 0 | ||||
Goodwill | 0 | 0 | ||||
Intangible assets, net | 0 | 0 | ||||
Investment in subsidiaries | (541,100,000) | (525,500,000) | ||||
Other assets | 0 | 0 | ||||
Total assets | (779,200,000) | (730,100,000) | ||||
Current liabilities: | ||||||
Accounts payable | 0 | 0 | ||||
Accrued expenses | 0 | 0 | ||||
Accrued compensation | 0 | 0 | ||||
Billings in excess of costs and earnings on uncompleted contracts | 0 | 0 | ||||
Amounts due to affiliated companies | (238,100,000) | (204,600,000) | ||||
Other current liabilities | 0 | 0 | ||||
Current liabilities of discontinued operations | 0 | 0 | ||||
Total current liabilities | (238,100,000) | (204,600,000) | ||||
Long-term debt, net of current portion | 0 | 0 | ||||
Other long-term liabilities | 0 | 0 | ||||
Non-current liabilities of discontinued operations | 0 | 0 | ||||
Total liabilities | (238,100,000) | (204,600,000) | ||||
Total stockholders’ equity | (541,100,000) | (525,500,000) | ||||
Total liabilities and stockholders’ equity | (779,200,000) | (730,100,000) | ||||
Parent Company | ||||||
Current assets: | ||||||
Cash and cash equivalents | 121,100,000 | 67,200,000 | ||||
Accounts receivable, net | 0 | 0 | ||||
Amounts due from affiliated companies | 238,100,000 | 204,600,000 | ||||
Inventoried costs | 0 | 0 | ||||
Other current assets | 3,900,000 | 6,300,000 | ||||
Total current assets | 363,100,000 | 278,100,000 | ||||
Property, plant and equipment, net | 1,900,000 | 1,600,000 | ||||
Goodwill | 0 | 0 | ||||
Intangible assets, net | 0 | 0 | ||||
Investment in subsidiaries | 471,100,000 | 458,000,000 | ||||
Other assets | 800,000 | 400,000 | ||||
Total assets | 836,900,000 | 738,100,000 | ||||
Current liabilities: | ||||||
Accounts payable | 2,300,000 | 4,500,000 | ||||
Accrued expenses | 5,700,000 | 5,600,000 | ||||
Accrued compensation | 5,600,000 | 4,000,000 | ||||
Billings in excess of costs and earnings on uncompleted contracts | 0 | 0 | ||||
Amounts due to affiliated companies | 0 | 0 | ||||
Other current liabilities | 1,400,000 | 1,400,000 | ||||
Current liabilities of discontinued operations | 1,000,000 | 1,500,000 | ||||
Total current liabilities | 16,000,000 | 17,000,000 | ||||
Long-term debt, net of current portion | 293,500,000 | 430,200,000 | ||||
Other long-term liabilities | 12,100,000 | 10,800,000 | ||||
Non-current liabilities of discontinued operations | 3,800,000 | 3,700,000 | ||||
Total liabilities | 325,400,000 | 461,700,000 | ||||
Total stockholders’ equity | 511,500,000 | 276,400,000 | ||||
Total liabilities and stockholders’ equity | 836,900,000 | 738,100,000 | ||||
Subsidiary Guarantors on a Combined Basis | ||||||
Current assets: | ||||||
Cash and cash equivalents | (2,200,000) | (3,300,000) | ||||
Accounts receivable, net | 239,900,000 | 197,900,000 | ||||
Amounts due from affiliated companies | 0 | 0 | ||||
Inventoried costs | 32,200,000 | 37,200,000 | ||||
Other current assets | 15,600,000 | 11,600,000 | ||||
Total current assets | 285,500,000 | 243,400,000 | ||||
Property, plant and equipment, net | 52,500,000 | 41,700,000 | ||||
Goodwill | 418,300,000 | 442,500,000 | ||||
Intangible assets, net | 15,800,000 | 24,500,000 | ||||
Investment in subsidiaries | 70,000,000 | 67,500,000 | ||||
Other assets | 7,500,000 | 7,300,000 | ||||
Total assets | 849,600,000 | 826,900,000 | ||||
Current liabilities: | ||||||
Accounts payable | 42,000,000 | 43,700,000 | ||||
Accrued expenses | 38,300,000 | 44,500,000 | ||||
Accrued compensation | 25,300,000 | 31,200,000 | ||||
Billings in excess of costs and earnings on uncompleted contracts | 42,600,000 | 38,900,000 | ||||
Amounts due to affiliated companies | 206,400,000 | 174,600,000 | ||||
Other current liabilities | 4,600,000 | 4,100,000 | ||||
Current liabilities of discontinued operations | 0 | 0 | ||||
Total current liabilities | 359,200,000 | 337,000,000 | ||||
Long-term debt, net of current portion | 0 | 0 | ||||
Other long-term liabilities | 7,300,000 | 19,900,000 | ||||
Non-current liabilities of discontinued operations | 0 | 0 | ||||
Total liabilities | 366,500,000 | 356,900,000 | ||||
Total stockholders’ equity | 483,100,000 | 470,000,000 | ||||
Total liabilities and stockholders’ equity | 849,600,000 | 826,900,000 | ||||
Non-Guarantors on a Combined Basis | ||||||
Current assets: | ||||||
Cash and cash equivalents | 10,700,000 | 5,200,000 | ||||
Accounts receivable, net | 28,500,000 | 31,500,000 | ||||
Amounts due from affiliated companies | 0 | 0 | ||||
Inventoried costs | 18,200,000 | 18,200,000 | ||||
Other current assets | 3,400,000 | 1,300,000 | ||||
Total current assets | 60,800,000 | 56,200,000 | ||||
Property, plant and equipment, net | 6,800,000 | 6,500,000 | ||||
Goodwill | 42,900,000 | 42,900,000 | ||||
Intangible assets, net | 6,200,000 | 8,100,000 | ||||
Investment in subsidiaries | 0 | 0 | ||||
Other assets | 0 | 0 | ||||
Total assets | 116,700,000 | 113,700,000 | ||||
Current liabilities: | ||||||
Accounts payable | 4,500,000 | 4,500,000 | ||||
Accrued expenses | 3,300,000 | 3,500,000 | ||||
Accrued compensation | 3,900,000 | 3,900,000 | ||||
Billings in excess of costs and earnings on uncompleted contracts | 4,600,000 | 2,900,000 | ||||
Amounts due to affiliated companies | 31,700,000 | 30,000,000 | ||||
Other current liabilities | 3,700,000 | 2,200,000 | ||||
Current liabilities of discontinued operations | 100,000 | 100,000 | ||||
Total current liabilities | 51,800,000 | 47,100,000 | ||||
Long-term debt, net of current portion | 0 | 800,000 | ||||
Other long-term liabilities | 6,900,000 | 10,300,000 | ||||
Non-current liabilities of discontinued operations | 0 | 0 | ||||
Total liabilities | 58,700,000 | 58,200,000 | ||||
Total stockholders’ equity | 58,000,000 | 55,500,000 | ||||
Total liabilities and stockholders’ equity | 116,700,000 | $ 113,700,000 | ||||
Senior notes | 7% Senior Notes due 2019 | ||||||
Condensed Financial Statements, Captions [Line Items] | ||||||
Principal | $ 300,000,000 | $ 625,000,000 | ||||
Stated interest rate | 7.00% | 7.00% | ||||
Senior notes | 6.5% Notes | ||||||
Condensed Financial Statements, Captions [Line Items] | ||||||
Principal | $ 300,000,000 | |||||
Stated interest rate | 6.50% | 6.50% |
Condensed Consolidating Finan74
Condensed Consolidating Financial Statements - Condensed Consolidating Statement of Operations and Comprehensive Income (Loss) (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Oct. 01, 2017 | Jun. 25, 2017 | Mar. 26, 2017 | Dec. 25, 2016 | Sep. 25, 2016 | Jun. 26, 2016 | Mar. 27, 2016 | Dec. 31, 2017 | Dec. 25, 2016 | Dec. 27, 2015 | |
Condensed Financial Statements, Captions [Line Items] | |||||||||||
Service revenues | $ 346.4 | $ 348.1 | $ 354.2 | ||||||||
Product sales | 405.5 | 320.6 | 302.9 | ||||||||
Total revenues | $ 202.2 | $ 196.2 | $ 185.7 | $ 167.8 | $ 182.1 | $ 165.4 | $ 168.2 | $ 153 | 751.9 | 668.7 | 657.1 |
Cost of service revenues | 247.5 | 255.8 | 266.5 | ||||||||
Cost of product sales | 307.1 | 259.3 | 228.8 | ||||||||
Total costs | 554.6 | 515.1 | 495.3 | ||||||||
Gross profit | 56.7 | 48.1 | 47.4 | 45.1 | 46.6 | 25.9 | 45.2 | 35.9 | 197.3 | 153.6 | 161.8 |
Selling, general and administrative expenses | 185.3 | 158.3 | 150.1 | ||||||||
Research and development expenses | 17.8 | 13.9 | 16.2 | ||||||||
Operating loss from continuing operations | (13.2) | 3.1 | 2.6 | 1.7 | 4.6 | (13) | 0 | (10.2) | (5.8) | (18.6) | (4.5) |
Other income (expense): | |||||||||||
Interest income (expense), net | (28.6) | (34.7) | (36) | ||||||||
Gain (loss) on extinguishment of debt | (17.3) | 0.2 | (3.4) | ||||||||
Other income (expense), net | 0.9 | 0.8 | (0.7) | ||||||||
Total other expense, net | (45) | (33.7) | (40.1) | ||||||||
Loss from continuing operations before income taxes | (50.8) | (52.3) | (44.6) | ||||||||
Provision (benefit) for income taxes from continuing operations | (11.7) | 0.2 | 1.8 | 1.5 | 0.8 | 1.9 | 1.8 | 3.6 | (8.2) | 8.1 | (11.4) |
Income (loss) from continuing operations | (42.6) | (60.4) | (33.2) | ||||||||
Loss from discontinued operations | (0.1) | (0.1) | 53 | ||||||||
Equity in net income (loss) of subsidiaries | 0 | 0 | 0 | ||||||||
Net income (loss) | $ (22.2) | $ (4.3) | $ (6.2) | $ (10) | $ (4.3) | $ (23.6) | $ (10.4) | $ (22.2) | (42.7) | (60.5) | 19.8 |
Comprehensive income (loss) | (42.4) | (60.8) | 20.1 | ||||||||
Eliminations | |||||||||||
Condensed Financial Statements, Captions [Line Items] | |||||||||||
Service revenues | 0 | 0 | 0 | ||||||||
Product sales | (14.7) | (7.8) | (15.7) | ||||||||
Total revenues | (14.7) | (7.8) | (15.7) | ||||||||
Cost of service revenues | 0 | 0 | 0 | ||||||||
Cost of product sales | (14.7) | (7.8) | (15.7) | ||||||||
Total costs | (14.7) | (7.8) | (15.7) | ||||||||
Gross profit | 0 | 0 | 0 | ||||||||
Selling, general and administrative expenses | 0 | 0 | 0 | ||||||||
Research and development expenses | 0 | 0 | 0 | ||||||||
Operating loss from continuing operations | 0 | 0 | 0 | ||||||||
Other income (expense): | |||||||||||
Interest income (expense), net | 0 | 0 | 0 | ||||||||
Gain (loss) on extinguishment of debt | 0 | 0 | 0 | ||||||||
Other income (expense), net | 0 | 0 | 0 | ||||||||
Total other expense, net | 0 | 0 | 0 | ||||||||
Loss from continuing operations before income taxes | 0 | 0 | 0 | ||||||||
Provision (benefit) for income taxes from continuing operations | 0 | 0 | 0 | ||||||||
Income (loss) from continuing operations | 0 | 0 | 0 | ||||||||
Loss from discontinued operations | 0 | 0 | 0 | ||||||||
Equity in net income (loss) of subsidiaries | (15.6) | 12.6 | 8.3 | ||||||||
Net income (loss) | (15.6) | 12.6 | 8.3 | ||||||||
Comprehensive income (loss) | (15.9) | 12.9 | 8.2 | ||||||||
Parent Company | |||||||||||
Condensed Financial Statements, Captions [Line Items] | |||||||||||
Service revenues | 0 | 0 | 0 | ||||||||
Product sales | 0 | 0 | 0 | ||||||||
Total revenues | 0 | 0 | 0 | ||||||||
Cost of service revenues | 0 | 0 | 0 | ||||||||
Cost of product sales | 0 | 0 | 0 | ||||||||
Total costs | 0 | 0 | 0 | ||||||||
Gross profit | 0 | 0 | 0 | ||||||||
Selling, general and administrative expenses | 9.1 | 6.3 | 10.1 | ||||||||
Research and development expenses | 0 | 0 | 0 | ||||||||
Operating loss from continuing operations | (9.1) | (6.3) | (10.1) | ||||||||
Other income (expense): | |||||||||||
Interest income (expense), net | (28.9) | (34.6) | (35.8) | ||||||||
Gain (loss) on extinguishment of debt | (17.3) | 0.2 | (3.4) | ||||||||
Other income (expense), net | 0 | 0 | 0 | ||||||||
Total other expense, net | (46.2) | (34.4) | (39.2) | ||||||||
Loss from continuing operations before income taxes | (55.3) | (40.7) | (49.3) | ||||||||
Provision (benefit) for income taxes from continuing operations | 0.4 | (0.1) | (17.8) | ||||||||
Income (loss) from continuing operations | (55.7) | (40.6) | (31.5) | ||||||||
Loss from discontinued operations | (0.1) | (0.1) | 71.8 | ||||||||
Equity in net income (loss) of subsidiaries | 13.1 | (19.8) | (20.5) | ||||||||
Net income (loss) | (42.7) | (60.5) | 19.8 | ||||||||
Comprehensive income (loss) | (42.4) | (60.8) | 20.1 | ||||||||
Subsidiary Guarantors on a Combined Basis | |||||||||||
Condensed Financial Statements, Captions [Line Items] | |||||||||||
Service revenues | 334.3 | 330.9 | 339 | ||||||||
Product sales | 360.2 | 273.8 | 262.3 | ||||||||
Total revenues | 694.5 | 604.7 | 601.3 | ||||||||
Cost of service revenues | 238.6 | 244 | 255.5 | ||||||||
Cost of product sales | 274.4 | 225 | 203.1 | ||||||||
Total costs | 513 | 469 | 458.6 | ||||||||
Gross profit | 181.5 | 135.7 | 142.7 | ||||||||
Selling, general and administrative expenses | 163.6 | 142.3 | 130.8 | ||||||||
Research and development expenses | 16.6 | 13.5 | 15.7 | ||||||||
Operating loss from continuing operations | 1.3 | (20.1) | (3.8) | ||||||||
Other income (expense): | |||||||||||
Interest income (expense), net | 0.2 | (0.1) | (0.1) | ||||||||
Gain (loss) on extinguishment of debt | 0 | 0 | 0 | ||||||||
Other income (expense), net | 0.2 | 0.2 | (3.3) | ||||||||
Total other expense, net | 0.4 | 0.1 | (3.4) | ||||||||
Loss from continuing operations before income taxes | 1.7 | (20) | (7.2) | ||||||||
Provision (benefit) for income taxes from continuing operations | (8.9) | 7 | 4.4 | ||||||||
Income (loss) from continuing operations | 10.6 | (27) | (11.6) | ||||||||
Loss from discontinued operations | 0 | 0 | (21.1) | ||||||||
Equity in net income (loss) of subsidiaries | 2.5 | 7.2 | 12.2 | ||||||||
Net income (loss) | 13.1 | (19.8) | (20.5) | ||||||||
Comprehensive income (loss) | 13.1 | (19.8) | (20.5) | ||||||||
Non-Guarantors on a Combined Basis | |||||||||||
Condensed Financial Statements, Captions [Line Items] | |||||||||||
Service revenues | 12.1 | 17.2 | 15.2 | ||||||||
Product sales | 60 | 54.6 | 56.3 | ||||||||
Total revenues | 72.1 | 71.8 | 71.5 | ||||||||
Cost of service revenues | 8.9 | 11.8 | 11 | ||||||||
Cost of product sales | 47.4 | 42.1 | 41.4 | ||||||||
Total costs | 56.3 | 53.9 | 52.4 | ||||||||
Gross profit | 15.8 | 17.9 | 19.1 | ||||||||
Selling, general and administrative expenses | 12.6 | 9.7 | 9.2 | ||||||||
Research and development expenses | 1.2 | 0.4 | 0.5 | ||||||||
Operating loss from continuing operations | 2 | 7.8 | 9.4 | ||||||||
Other income (expense): | |||||||||||
Interest income (expense), net | 0.1 | 0 | (0.1) | ||||||||
Gain (loss) on extinguishment of debt | 0 | 0 | 0 | ||||||||
Other income (expense), net | 0.7 | 0.6 | 2.6 | ||||||||
Total other expense, net | 0.8 | 0.6 | 2.5 | ||||||||
Loss from continuing operations before income taxes | 2.8 | 8.4 | 11.9 | ||||||||
Provision (benefit) for income taxes from continuing operations | 0.3 | 1.2 | 2 | ||||||||
Income (loss) from continuing operations | 2.5 | 7.2 | 9.9 | ||||||||
Loss from discontinued operations | 0 | 0 | 2.3 | ||||||||
Equity in net income (loss) of subsidiaries | 0 | 0 | 0 | ||||||||
Net income (loss) | 2.5 | 7.2 | 12.2 | ||||||||
Comprehensive income (loss) | $ 2.8 | $ 6.9 | $ 12.3 |
Condensed Consolidating Finan75
Condensed Consolidating Financial Statements - Condensed Consolidating Statement of Cash Flows (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 25, 2016 | Dec. 27, 2015 | |
Condensed Financial Statements, Captions [Line Items] | |||
Net cash provided by (used in) operating activities from continuing operations | $ (27) | $ (12.4) | $ (29.7) |
Investing activities: | |||
Investment in affiliated companies | 0 | 0 | 0 |
Cash paid for acquisitions, net of cash acquired | 0 | (5.1) | 0 |
Change in restricted cash | 0 | 0.3 | 4.7 |
Capital expenditures | (26.5) | (9.2) | (11.3) |
Proceeds from sale of assets | 0.7 | 0.1 | 0.9 |
Net cash used in investing activities from continuing operations | (25.8) | (13.9) | (5.7) |
Financing activities: | |||
Proceeds from the issuance of long-term debt | 300 | 0 | 0 |
Extinguishment of long-term debt | (448.8) | (14.1) | (175) |
Repayments under credit facility | (1) | (1) | (42) |
Debt issuance costs | (6.6) | 0 | 0 |
Proceeds from the issuance of common stock | 269.1 | 76.2 | |
Proceeds from exercise of restricted stock units, employee stock options, and employee stock purchase plan | 0.7 | 2 | 3.4 |
Financing from affiliated companies | 0 | 0 | 0 |
Other, net | (1.1) | ||
Net cash provided by (used in) financing activities from continuing operations | 113.4 | 63.1 | (214.7) |
Net cash flows of continuing operations | 60.6 | 36.8 | (250.1) |
Net operating cash flows of discontinued operations | 0 | 0.1 | 2.8 |
Net investing cash flows from discontinued operations | (0.6) | 4 | 242.5 |
Effect of exchange rate changes on cash and cash equivalents | 0.5 | (0.3) | (0.2) |
Net increase (decrease) in cash and cash equivalents | 60.5 | 40.6 | (5) |
Eliminations | |||
Condensed Financial Statements, Captions [Line Items] | |||
Net cash provided by (used in) operating activities from continuing operations | 0 | 0 | 0 |
Investing activities: | |||
Investment in affiliated companies | 33.2 | 3 | 33.8 |
Cash paid for acquisitions, net of cash acquired | 0 | ||
Change in restricted cash | 0 | 0 | |
Capital expenditures | 0 | 0 | 0 |
Proceeds from sale of assets | 0 | 0 | 0 |
Net cash used in investing activities from continuing operations | 33.2 | 3 | 33.8 |
Financing activities: | |||
Proceeds from the issuance of long-term debt | 0 | ||
Extinguishment of long-term debt | 0 | 0 | 0 |
Repayments under credit facility | 0 | 0 | 0 |
Debt issuance costs | 0 | ||
Proceeds from the issuance of common stock | 0 | 0 | |
Proceeds from exercise of restricted stock units, employee stock options, and employee stock purchase plan | 0 | 0 | 0 |
Financing from affiliated companies | (33.2) | (3) | (33.8) |
Other, net | 0 | ||
Net cash provided by (used in) financing activities from continuing operations | (33.2) | (3) | (33.8) |
Net cash flows of continuing operations | 0 | 0 | 0 |
Net operating cash flows of discontinued operations | 0 | 0 | |
Net investing cash flows from discontinued operations | 0 | 0 | 0 |
Effect of exchange rate changes on cash and cash equivalents | 0 | 0 | 0 |
Net increase (decrease) in cash and cash equivalents | 0 | 0 | 0 |
Parent Company | |||
Condensed Financial Statements, Captions [Line Items] | |||
Net cash provided by (used in) operating activities from continuing operations | (25.9) | (26.3) | (2) |
Investing activities: | |||
Investment in affiliated companies | (33.2) | 0 | (33.8) |
Cash paid for acquisitions, net of cash acquired | 0 | ||
Change in restricted cash | 0 | 0 | |
Capital expenditures | (0.8) | (0.5) | (1) |
Proceeds from sale of assets | 0 | 0 | 0 |
Net cash used in investing activities from continuing operations | (34) | (0.5) | (34.8) |
Financing activities: | |||
Proceeds from the issuance of long-term debt | 300 | ||
Extinguishment of long-term debt | (448.8) | (14.1) | (175) |
Repayments under credit facility | 0 | 0 | (41) |
Debt issuance costs | (6.6) | ||
Proceeds from the issuance of common stock | 269.1 | 76.2 | |
Proceeds from exercise of restricted stock units, employee stock options, and employee stock purchase plan | 0.7 | 2 | 3.4 |
Financing from affiliated companies | 0 | 3 | 0 |
Other, net | 0 | ||
Net cash provided by (used in) financing activities from continuing operations | 114.4 | 67.1 | (212.6) |
Net cash flows of continuing operations | 54.5 | 40.3 | (249.4) |
Net operating cash flows of discontinued operations | 0.4 | 0 | |
Net investing cash flows from discontinued operations | (0.6) | 4 | 243.2 |
Effect of exchange rate changes on cash and cash equivalents | 0 | 0 | 0 |
Net increase (decrease) in cash and cash equivalents | 53.9 | 44.7 | (6.2) |
Subsidiary Guarantors on a Combined Basis | |||
Condensed Financial Statements, Captions [Line Items] | |||
Net cash provided by (used in) operating activities from continuing operations | (8.8) | 16.6 | (30.8) |
Investing activities: | |||
Investment in affiliated companies | 0 | (3) | 0 |
Cash paid for acquisitions, net of cash acquired | (5.1) | ||
Change in restricted cash | 0.3 | 4.7 | |
Capital expenditures | (23.9) | (7.1) | (9.5) |
Proceeds from sale of assets | 0.7 | 0.1 | 0.9 |
Net cash used in investing activities from continuing operations | (23.2) | (14.8) | (3.9) |
Financing activities: | |||
Proceeds from the issuance of long-term debt | 0 | ||
Extinguishment of long-term debt | 0 | 0 | 0 |
Repayments under credit facility | 0 | 0 | 0 |
Debt issuance costs | 0 | ||
Proceeds from the issuance of common stock | 0 | 0 | |
Proceeds from exercise of restricted stock units, employee stock options, and employee stock purchase plan | 0 | 0 | 0 |
Financing from affiliated companies | 33.2 | 0 | 33.8 |
Other, net | (1.1) | ||
Net cash provided by (used in) financing activities from continuing operations | 33.2 | 0 | 32.7 |
Net cash flows of continuing operations | 1.2 | 1.8 | (2) |
Net operating cash flows of discontinued operations | (0.3) | 3.1 | |
Net investing cash flows from discontinued operations | 0 | 0 | (0.4) |
Effect of exchange rate changes on cash and cash equivalents | 0 | 0 | 0 |
Net increase (decrease) in cash and cash equivalents | 1.2 | 1.5 | 0.7 |
Non-Guarantors on a Combined Basis | |||
Condensed Financial Statements, Captions [Line Items] | |||
Net cash provided by (used in) operating activities from continuing operations | 7.7 | (2.7) | 3.1 |
Investing activities: | |||
Investment in affiliated companies | 0 | 0 | 0 |
Cash paid for acquisitions, net of cash acquired | 0 | ||
Change in restricted cash | 0 | 0 | |
Capital expenditures | (1.8) | (1.6) | (0.8) |
Proceeds from sale of assets | 0 | 0 | 0 |
Net cash used in investing activities from continuing operations | (1.8) | (1.6) | (0.8) |
Financing activities: | |||
Proceeds from the issuance of long-term debt | 0 | ||
Extinguishment of long-term debt | 0 | 0 | 0 |
Repayments under credit facility | (1) | (1) | (1) |
Debt issuance costs | 0 | ||
Proceeds from the issuance of common stock | 0 | 0 | |
Proceeds from exercise of restricted stock units, employee stock options, and employee stock purchase plan | 0 | 0 | 0 |
Financing from affiliated companies | 0 | 0 | 0 |
Other, net | 0 | ||
Net cash provided by (used in) financing activities from continuing operations | (1) | (1) | (1) |
Net cash flows of continuing operations | 4.9 | (5.3) | 1.3 |
Net operating cash flows of discontinued operations | 0 | (0.3) | |
Net investing cash flows from discontinued operations | 0 | 0 | (0.3) |
Effect of exchange rate changes on cash and cash equivalents | 0.5 | (0.3) | (0.2) |
Net increase (decrease) in cash and cash equivalents | $ 5.4 | $ (5.6) | $ 0.5 |
Subsequent Event (Details)
Subsequent Event (Details) - Disposal Group, Held-for-sale - Public Safety & Security - Forecast - Subsequent Event $ in Millions | 3 Months Ended |
May 31, 2018USD ($) | |
Subsequent Event [Line Items] | |
Consideration | $ 69 |
Proceeds from divestiture | 70 |
Working capital retained | $ 7 |