DOCUMENT_AND_ENTITY_INFORMATIO
DOCUMENT AND ENTITY INFORMATION (USD $) | 12 Months Ended | ||
Sep. 29, 2013 | Nov. 01, 2013 | Mar. 29, 2013 | |
Document and Entity Information [Abstract] | ' | ' | ' |
Document Type | '10-K | ' | ' |
Amendment Flag | 'false | ' | ' |
Document Period End Date | 29-Sep-13 | ' | ' |
Document Fiscal Year Focus | '2013 | ' | ' |
Document Fiscal Period Focus | 'FY | ' | ' |
Trading Symbol | 'MSCC | ' | ' |
Entity Registrant Name | 'MICROSEMI CORP | ' | ' |
Entity Central Index Key | '0000310568 | ' | ' |
Current Fiscal Year End Date | '--09-29 | ' | ' |
Entity Well-known Seasoned Issuer | 'Yes | ' | ' |
Entity Current Reporting Status | 'Yes | ' | ' |
Entity Voluntary Filers | 'No | ' | ' |
Entity Filer Category | 'Large Accelerated Filer | ' | ' |
Entity Common Stock, Shares Outstanding | ' | 93,967,589 | ' |
Entity Public Float | ' | ' | $2,100,000,000 |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Sep. 29, 2013 | Sep. 30, 2012 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $256,433 | $204,335 |
Accounts receivable, net of allowance for doubtful accounts of $1,203 at September 29, 2013 and $1,623 at September 30, 2012 | 162,103 | 153,190 |
Inventories | 161,986 | 159,055 |
Deferred income taxes, net | 15,904 | 20,361 |
Other current assets | 26,204 | 24,400 |
Total current assets | 622,630 | 561,341 |
Property and equipment, net | 125,158 | 116,146 |
Goodwill | 790,236 | 790,236 |
Intangible assets, net | 315,175 | 399,991 |
Deferred income taxes, net | 30,203 | 33,066 |
Other assets | 29,253 | 33,850 |
TOTAL ASSETS | 1,912,655 | 1,934,630 |
Current liabilities: | ' | ' |
Accounts payable | 69,623 | 75,351 |
Accrued liabilities | 63,002 | 80,224 |
Current maturity of long-term liabilities | 607 | 903 |
Total current liabilities | 133,232 | 156,478 |
Credit facility | 676,000 | 775,975 |
Deferred income taxes | 26,996 | 25,135 |
Other long-term liabilities | 44,369 | 49,056 |
Commitments and contingencies (Note 12) | ' | ' |
Stockholders' equity: | ' | ' |
Preferred stock, $1.00 par value; authorized 1,000 shares; none issued | 0 | 0 |
Common stock, $0.20 par value; 250,000 authorized, 93,840 issued and outstanding at September 29, 2013 and 90,282 issued and outstanding at September 30, 2012 | 18,768 | 18,056 |
Capital in excess of par value of common stock | 737,896 | 678,905 |
Retained earnings | 275,442 | 231,768 |
Accumulated other comprehensive income (loss) | -48 | -743 |
Total stockholders' equity | 1,032,058 | 927,986 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $1,912,655 | $1,934,630 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Sep. 29, 2013 | Sep. 30, 2012 |
In Thousands, except Per Share data, unless otherwise specified | ||
Statement of Financial Position [Abstract] | ' | ' |
Accounts receivable, allowance for doubtful accounts | $1,203 | $1,623 |
Preferred stock, par value | $1 | $1 |
Preferred stock, authorized | 1,000 | 1,000 |
Preferred stock, issued | 0 | 0 |
Common stock, par value | $0.20 | $0.20 |
Common stock, authorized | 250,000 | 250,000 |
Common stock, issued | 93,840 | 90,282 |
Common stock, outstanding | 93,840 | 90,282 |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (USD $) | 12 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Sep. 29, 2013 | Sep. 30, 2012 | Oct. 02, 2011 |
Income Statement [Abstract] | ' | ' | ' |
Net sales | $975,944 | $1,012,495 | $835,854 |
Cost of sales | 418,756 | 459,872 | 394,683 |
Gross profit | 557,188 | 552,623 | 441,171 |
Operating expenses: | ' | ' | ' |
Selling, general and administrative | 202,468 | 212,338 | 187,529 |
Research and development costs | 170,573 | 168,516 | 114,155 |
Amortization of intangible assets | 84,819 | 104,756 | 62,425 |
Restructuring and severance charges | 9,901 | 8,666 | 22,081 |
Total operating expenses | 467,761 | 494,276 | 386,190 |
Operating income | 89,427 | 58,347 | 54,981 |
Other income (expenses): | ' | ' | ' |
Interest expense | -30,442 | -39,861 | -16,654 |
Interest income | 204 | 308 | 383 |
Other, net | -3,126 | -33,519 | -16,661 |
Total other expense | -33,364 | -73,072 | -32,932 |
Income (loss) before income taxes | 56,063 | -14,725 | 22,049 |
Provision (benefit) for income taxes | 12,389 | 14,950 | -33,681 |
Net income (loss) | 43,674 | -29,675 | 55,730 |
Earnings (loss) per share: | ' | ' | ' |
Basic | $0.49 | ($0.35) | $0.66 |
Diluted | $0.48 | ($0.35) | $0.65 |
Weighted-average common shares outstanding: | ' | ' | ' |
Basic | 89,508 | 85,837 | 83,916 |
Diluted | 91,328 | 85,837 | 85,747 |
Other Comprehensive Income (Loss), Net of Tax [Abstract] | ' | ' | ' |
Translation adjustment | 913 | -373 | 332 |
Unrealized actuarial loss on pension benefits | -218 | -1,156 | 0 |
Other comprehensive income (loss) | 695 | -1,529 | 332 |
Total comprehensive income (loss) | $44,369 | ($31,204) | $56,062 |
CONSOLIDATED_STATEMENTS_OF_STO
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (USD $) | Total | Common Stock | Capital in Excess of Par value of Common Stock | Retained Earnings | Accumulated Other Comprehensive Income |
In Thousands | |||||
Balance at Oct. 03, 2010 | $766,443 | $16,648 | $543,628 | $205,713 | $454 |
Balance (in shares) at Oct. 03, 2010 | ' | 83,240 | ' | ' | ' |
Proceeds from exercise of stock options (in shares) | ' | 2,089 | ' | ' | ' |
Proceeds from exercise of stock options | 27,208 | 418 | 26,790 | ' | ' |
Tax withholding on restricted stock units | -1,538 | ' | -1,538 | ' | ' |
Grants and cancellations of restricted share awards (in shares) | ' | 1,477 | ' | ' | ' |
Grants and cancellations of restricted share awards | 0 | 295 | -295 | ' | ' |
Issuance of stock awards related to acquisition | 15,293 | ' | 15,293 | ' | ' |
Stock-based compensation | 28,639 | ' | 28,639 | ' | ' |
Other comprehensive income, net of tax | 332 | ' | ' | ' | 332 |
Net income | 55,730 | ' | ' | 55,730 | ' |
Balance at Oct. 02, 2011 | 892,107 | 17,361 | 612,517 | 261,443 | 786 |
Balance (in shares) at Oct. 02, 2011 | ' | 86,806 | ' | ' | ' |
Proceeds from exercise of stock options (in shares) | ' | 1,902 | ' | ' | ' |
Proceeds from exercise of stock options | 31,211 | 380 | 30,831 | ' | ' |
Tax withholding on restricted stock units | -808 | ' | -808 | ' | ' |
Grants and cancellations of restricted share awards (in shares) | ' | 1,574 | ' | ' | ' |
Grants and cancellations of restricted share awards | ' | 315 | -315 | ' | ' |
Stock-based compensation | 36,680 | ' | 36,680 | ' | ' |
Other comprehensive income, net of tax | -1,529 | ' | ' | ' | -1,529 |
Net income | -29,675 | ' | ' | -29,675 | ' |
Balance at Sep. 30, 2012 | 927,986 | 18,056 | 678,905 | 231,768 | -743 |
Balance (in shares) at Sep. 30, 2012 | ' | 90,282 | ' | ' | ' |
Proceeds from exercise of stock options (in shares) | ' | 1,944 | ' | ' | ' |
Proceeds from exercise of stock options | 25,297 | 389 | 24,908 | ' | ' |
Tax withholding on restricted stock units | -836 | ' | -836 | ' | ' |
Grants and cancellations of restricted share awards (in shares) | ' | 1,614 | ' | ' | ' |
Grants and cancellations of restricted share awards | 0 | 323 | -323 | ' | ' |
Stock-based compensation | 35,242 | ' | 35,242 | ' | ' |
Other comprehensive income, net of tax | 695 | ' | ' | ' | 695 |
Net income | 43,674 | ' | ' | 43,674 | ' |
Balance at Sep. 29, 2013 | $1,032,058 | $18,768 | $737,896 | $275,442 | ($48) |
Balance (in shares) at Sep. 29, 2013 | ' | 93,840 | ' | ' | ' |
CONSOLIDATED_STATEMENT_OF_CASH
CONSOLIDATED STATEMENT OF CASH FLOWS (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 29, 2013 | Sep. 30, 2012 | Oct. 02, 2011 |
Cash flows from operating activities: | ' | ' | ' |
Net income (loss) | $43,674 | ($29,675) | $55,730 |
Adjustments to reconcile net income to net cash provided by operating activities: | ' | ' | ' |
Depreciation and amortization | 113,650 | 136,050 | 91,482 |
Provision for doubtful accounts | -420 | -526 | 171 |
Amortization of deferred financing costs | 914 | 2,215 | 0 |
Write-off of deferred financing cost | 2,615 | 32,275 | 14,218 |
Settlement of foreign currency forward | 0 | -3,701 | 0 |
Loss on disposition or impairment of assets | 0 | 1,935 | 0 |
Deferred income taxes | -9,660 | -17,186 | -19,442 |
Valuation allowance on deferred income taxes | 18,841 | 27,729 | -22,887 |
Stock based compensation expense | 35,242 | 36,680 | 28,465 |
Change in assets and liabilities (net of acquisitions): | ' | ' | ' |
Accounts receivable | -8,493 | -23,776 | 9,692 |
Inventories | -2,931 | 12,916 | 14,968 |
Other current assets | -2,223 | 27,355 | 3,697 |
Other assets | 2,361 | 11,799 | 6,201 |
Accounts payable | -6,357 | 16,017 | 2,354 |
Accrued liabilities | -17,223 | -37,355 | -16,603 |
Other long-term liabilities | -4,983 | -21,529 | -21,485 |
Net cash provided by operating activities | 165,007 | 171,223 | 146,561 |
Cash flows from investing activities: | ' | ' | ' |
Purchases of property and equipment | -37,327 | -49,079 | -25,826 |
Proceeds from the divestiture or sale of assets | 0 | 325 | 2,157 |
Proceeds from the sale of investment | 0 | 4,352 | 0 |
Settlement of foreign currency forward | 0 | 3,701 | 0 |
Payments for acquisitions, net of cash acquired | 0 | -585,218 | -436,849 |
Net cash used in investing activities | -37,327 | -625,919 | -460,518 |
Cash flows from financing activities: | ' | ' | ' |
Repayments of credit facility | -99,975 | -85,625 | -52,814 |
Credit facility issuance costs | -623 | -41,790 | -17,218 |
Proceeds from credit facility | 277,539 | 959,708 | 425,000 |
Extinguishment of debt | -277,539 | -470,296 | 0 |
Exercise proceeds from stock awards | 25,016 | 30,403 | 25,670 |
Net cash (used in) provided by financing activities | -75,582 | 392,400 | 380,638 |
Net increase (decrease) in cash and cash equivalents | 52,098 | -62,296 | 66,681 |
Cash and cash equivalents at beginning of year | 204,335 | 266,631 | 199,950 |
Cash and cash equivalents at end of year | 256,433 | 204,335 | 266,631 |
Supplemental disclosure of cash flow information Cash paid during the year for: | ' | ' | ' |
Interest | 30,886 | 42,178 | 12,625 |
Income taxes | $2,777 | $4,407 | $6,553 |
DESCRIPTION_OF_BUSINESS_AND_SU
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended | |||||||||||||||
Sep. 29, 2013 | ||||||||||||||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | |||||||||||||||
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ' | |||||||||||||||
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||||||||||||||||
Description of Business | ||||||||||||||||
We are a leading designer, manufacturer and marketer of high-performance analog and mixed-signal semiconductor solutions differentiated by power, security, reliability and performance. Our semiconductors manage and control or regulate power, protect against transient voltage spikes and transmit, receive and amplify signals. We offer one of the industry's most comprehensive portfolios of semiconductor technology. Our products include high-performance, high-reliability radio frequency (RF) and power components, analog and RF integrated circuits (ICs), standard and customizable system-on-chip solutions (SoCs/cSoCs), and mixed-signal and radiation-tolerant field programmable gate arrays (FPGAs). We also offer subsystems and modules that include application-specific power modules and Power-over-Ethernet (PoE) midspans. | ||||||||||||||||
Our products include discrete and integrated component, module, and subsystem solutions that enhance customer designs by improving performance, reliability and power consumption, reducing size or protecting circuits. The principal end markets that we serve include Communications, Defense & Security, Aerospace and Industrial. | ||||||||||||||||
Fiscal Year | ||||||||||||||||
We report results of operations on the basis of fifty-two and fifty-three week periods. The fiscal year ended on September 29, 2013, September 30, 2012, and October 2, 2011 consisted of fifty-two weeks. In referencing a year, we are referring to the fiscal year ended on the Sunday generally closest to September 30. | ||||||||||||||||
Principles of Consolidation and Presentation of Financial Information | ||||||||||||||||
The consolidated financial statements include the accounts of Microsemi and our subsidiaries. All intercompany transactions and balances have been eliminated. | ||||||||||||||||
Use of Estimates | ||||||||||||||||
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the respective reporting periods. Actual results could differ from those estimates. | ||||||||||||||||
Reclassifications | ||||||||||||||||
Certain prior year amounts have been reclassified to conform to current year presentation. | ||||||||||||||||
Cash and Cash Equivalents | ||||||||||||||||
We consider all short-term, highly liquid investments with maturities of three months or less at date of acquisition to be cash equivalents. | ||||||||||||||||
Accounts receivable and allowance for doubtful accounts | ||||||||||||||||
Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The accounts receivable amount shown in the balance sheet are trade accounts receivable balances at the respective dates, net of allowance for doubtful accounts. The allowance for doubtful accounts is our best estimate of the amount of probable credit losses in our existing accounts receivable. We determine the allowance based in part on our historical write-off experience and specific review of account balances due. Past due balances are reviewed individually for collectability. All other balances are reviewed on a pooled basis by type of receivable. Account balances are charged off against the allowance when we determine that it is probable the receivable will not be recovered. We review our allowance for doubtful accounts quarterly. We do not have any off-balance-sheet credit exposure related to our customers. To date, our allowance for doubtful accounts has generally been within management’s estimates. | ||||||||||||||||
Inventories | ||||||||||||||||
Inventories are stated at the lower of cost, as determined using the first-in, first-out (“FIFO”) method, or market. Costs include materials, labor and manufacturing overhead. We evaluate the carrying value of our inventories taking into account such factors as historical and anticipated future sales compared with quantities on hand and the price we expect to obtain for our products in their respective markets. We also evaluate the composition of our inventories to identify any slow-moving or obsolete products. Additionally, inventory write-downs are made based upon such judgments for any inventories that are identified as having a net realizable value less than their cost, which is further reduced by related selling expenses. The net realizable value of our inventories for ongoing operations has generally been within management’s estimates. We have recorded inventory write-downs for discontinued product lines that did not meet gross margin targets, products that are being migrated to newer generations, products that service the large capital spending end markets for which demand has declined, products related to facility closures and losses related to flooding of a facility in Thailand. | ||||||||||||||||
Fair Value of Financial Assets and Liabilities | ||||||||||||||||
Accounting Standards Codification (“ASC”) 825 permits entities to elect the fair value option for certain financial assets and financial liabilities. For financial assets or financial liabilities for which an entity elects the fair value option, ASC 825 requires that the entity record the financial asset or financial liability at fair value rather than at historical cost with changes in fair value recorded in the income statement. ASC 825-25 requires that upfront costs and fees related to items for which the fair value option is elected shall be recognized in earnings as incurred and not deferred. As further discussed in Note 8, we elected the fair value option in accounting for the term loan balance outstanding as of October 2, 2011. Following the extinguishment of the term loan in conjunction with our acquisition of Zarlink, we did not elect the fair value option and are reporting new term loan balances subsequent to October 2, 2011, at par value. | ||||||||||||||||
Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 establishes a hierarchy for ranking the quality and reliability of the information used to determine fair values and includes the following classifications: | ||||||||||||||||
Level 1: Quoted market prices in active markets for identical assets or liabilities. | ||||||||||||||||
Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data. | ||||||||||||||||
Level 3: Unobservable inputs that are not corroborated by market data. | ||||||||||||||||
The following financial assets and liabilities were measured at fair value on a recurring basis using the type of inputs shown (amounts in thousands): | ||||||||||||||||
Fair Value Measurements Using: | ||||||||||||||||
Total | Level 1 Inputs | Level 2 Inputs | Level 3 Inputs | |||||||||||||
September 30, 2012 | ||||||||||||||||
Cash and cash equivalents | $ | 204,335 | $ | 204,335 | $ | — | $ | — | ||||||||
Pension plan assets | 5,382 | — | — | 5,382 | ||||||||||||
Interest rate swap liabilities | $ | 1,950 | $ | — | $ | 1,950 | $ | — | ||||||||
September 29, 2013 | ||||||||||||||||
Cash and cash equivalents | $ | 256,433 | $ | 256,433 | $ | — | — | |||||||||
Pension plan assets | $ | 5,558 | $ | — | $ | — | $ | 5,558 | ||||||||
Interest rate swap liabilities | $ | 643 | $ | — | $ | 643 | $ | — | ||||||||
There were no transfers of financial assets or liabilities between the classifications during 2013 or 2012. | ||||||||||||||||
Property and Equipment | ||||||||||||||||
Property and equipment are stated at lower of cost or realizable values. Depreciation is computed on the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized over the shorter of the lease terms or the estimated useful lives. Maintenance and repairs are charged to expense as incurred and the costs of additions and betterments that increase the useful lives of the assets are capitalized. | ||||||||||||||||
Long-Lived Assets | ||||||||||||||||
We assess the impairment of long-lived assets whenever events or changes in circumstances indicate that their carrying value may not be recoverable from the undiscounted estimated future cash flows expected to result from their use. We are required to make judgments and assumptions in identifying those events or changes in circumstances that may trigger impairment. Some of the factors we consider include: | ||||||||||||||||
• | Significant decrease in the market value of an asset. | |||||||||||||||
• | Significant changes in the extent or manner for which the asset is being used or in its physical condition including manufacturing plant closures. | |||||||||||||||
• | A significant change, delay or departure in our business strategy related to the asset. | |||||||||||||||
• | Significant negative changes in the business climate, industry or economic conditions. | |||||||||||||||
• | Current period operating losses or negative cash flow combined with a history of similar losses or a forecast that indicates continuing losses associated with the use of an asset. | |||||||||||||||
If events or circumstances indicate that the carrying amount of a long-lived asset or asset group may not be recoverable and the expected undiscounted future cash flows attributable to the asset group are less than the carrying value, an impairment loss equal to the excess of the carrying value of the assets within the asset group over their fair value is recorded. The appropriate asset group is determined based on the lowest level of largely independent cash inflows and outflows for the related assets. Depending on the nature of the primary assets in the asset group, fair value is estimated using one of several approaches including replacement cost, appraised values, market quotes or estimated expected future cash flows using a discount rate commensurate with the risk involved. | ||||||||||||||||
Goodwill and Intangible Assets | ||||||||||||||||
We account for goodwill on an impairment-only approach and amortize intangible assets with definite useful lives over the benefit period, which approximates straight-line expense over the respective useful lives. We assess qualitative factors to determine whether it is more likely than not that an indefinite-lived intangible asset such as goodwill is impaired as the basis for determining whether a quantitative impairment test is required. We assess definite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be fully recoverable. Whenever we determine that there has been an impairment of goodwill or other intangible assets with indefinite lives, we will record an impairment charge against earnings. We operate as one reporting unit and an impairment charge would equal the excess of the carrying value of goodwill in our one reporting unit over its then fair value. The identification of intangible assets and determination of the fair value and useful lives are subjective in nature and often involve the use of significant estimates and assumptions. The judgments made in determining the estimated useful lives assigned to each class of assets can significantly affect net income. We completed our most recent qualitative analysis during the fourth quarter of 2013 and noted no significant factors existed during the fiscal year to indicate that it was more likely than not that the fair value of the reporting unit is less than its carrying amount. | ||||||||||||||||
Revenue Recognition, Sales Returns and Allowances | ||||||||||||||||
We primarily recognize revenue from customers, including distributors, when title and risk of loss have passed to the customer provided that: 1) evidence of an arrangement exists; 2) delivery has occurred; 3) the fee is fixed or determinable; and 4) collectability is reasonably assured. For substantially all sales, revenue is recognized at the time the product is shipped. | ||||||||||||||||
We enter into distribution agreements that permit rights to limited stock rotations, returns, price protection, and volume purchase and other discounts. We provide an estimated allowance for these rights and record a corresponding reductions in revenue. Our estimated allowance is based on several factors including past history and notification from customers of pending activity. Actual activity under such rights have been within management’s expectations. | ||||||||||||||||
We also derive a portion of our revenue from fixed-price contracts. Revenue for these contracts is recorded under a percentage of completion method, which is based on the ratio of total costs incurred to date to estimated total costs at completion. Gross profit expected to be realized on fixed-price contracts is based on periodic estimates of total revenues and costs for each contract. Losses on contracts are accrued when estimated total costs exceed total revenues. Occasionally, we will enter into contracts on a cost plus fee basis. We recognize revenue based on reimbursements for actual expenses plus the contractually agreed upon fee with the customer. | ||||||||||||||||
Research and Development | ||||||||||||||||
We expense the cost of research and development as incurred. Research and development expenses principally comprise payroll and related costs, supplies, and the cost of prototypes. | ||||||||||||||||
Restructuring Charges | ||||||||||||||||
We recognize a liability for restructuring costs when the liability is incurred. The restructuring accruals are based upon management estimates at the time they are recorded and can change depending upon changes in facts and circumstances subsequent to the date the original liability is recorded. The main components of our restructuring charges are workforce reductions and elimination of excess facilities. Workforce-related charges are accrued when it is determined that a liability exists, which is generally when individuals have been notified of their expected termination dates and expected severance payments or when formal severance plans exist, when the severance payments are probable and reasonably estimable. The elimination of excess facilities results in charges for lease termination fees, future contractual commitments to pay lease charges net of estimated sublease income, facility remediation costs and moving costs to remove property and equipment from the facilities. We recognize charges for elimination of excess facilities when we have vacated the premises or ceased use of the facility. | ||||||||||||||||
Stock-Based Compensation | ||||||||||||||||
Compensation expense for stock options and stock appreciation rights was calculated based on the grant or assumption date using the Black-Scholes pricing model. All stock appreciation rights we have granted or assumed are stock-settled. Stock options and stock appreciation rights are granted at exercise prices equal to the closing price of our common stock on the date of grant. Assumed stock options and stock appreciation rights are granted at exercise prices determined in accordance with the acquisition agreement. Expected life was estimated based on historical exercise data that was stratified between members of the Board of Directors, executive employees and all other recipients. Expected volatility was estimated based on historical volatility using equally weighted daily price observations over a period approximately equal to the expected life of each option. The risk free interest rate is based on the implied yield currently available on U.S. Treasury securities with an equivalent remaining term. No dividends are expected to be paid. | ||||||||||||||||
Compensation expense for restricted stock awards was calculated based on the closing price of our common stock on the date of grant. Restricted stock awards are subject to forfeiture if a participant does not meet length of service requirements. | ||||||||||||||||
Performance stock units granted in 2012 will vest based on the Company's growth in net sales and earnings per share (subject to certain adjustments) for 2012 and 2013 in comparison with the growth in net sales and adjusted earnings per share over the same period for a peer group selected by the Compensation Committee. For these performance stock units, 50% of each performance-based award opportunity will be subject to the net sales metric for the performance period and 50% will be subject to the earnings per share metric for the performance period. | ||||||||||||||||
Performance stock units granted in 2013 will vest based on the Company achieving net sales and earnings per share (subject to certain adjustments) levels for 2013, 2014 and 2015. For these performance stock units, 25% of each performance-based award opportunity will be subject to the net sales metric for the performance period and 75% will be subject to the earnings per share metric for the performance period. | ||||||||||||||||
Compensation expense for our performance stock units is based upon our estimate of performance relative to a peer group for the 2012 grant and our expected performance over the performance period for the 2013 grant. The maximum percentage for a particular metric is 200% of the “target” number of units subject to the award related to that metric. For performance stock units granted in 2013, the maximum percentage is further adjusted by the Company's total shareholder return relative to a peer group selected by the Compensation Committee, up to a maximum of 125%. We continually update our estimates with respect to our performance stock units and compared to the estimates used prior to 2013, our updated estimates had the impact of reducing stock-based compensation expense by $4.0 million for 2013. | ||||||||||||||||
Accounting For Income Taxes | ||||||||||||||||
We account for income taxes under the asset and liability method, whereby deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply in the years in which those temporary differences are expected to be recovered or settled. 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. We evaluate the need to establish a valuation allowance for deferred tax assets based upon the amount of existing temporary differences, the period in which they are expected to be recovered and expected levels of taxable income. A valuation allowance to reduce deferred tax assets is established when it is more likely than not that some or all of the deferred tax assets will not be realized. We recognize uncertain tax positions when they meet a more-likely-than-not threshold. We recognize potential accrued interest and penalties related to unrecognized tax benefits as income tax expense. | ||||||||||||||||
We file U.S. federal, state, and foreign income tax returns in jurisdictions with varying statutes of limitations. Fiscal years 2007 to 2013 generally remain subject to examination by federal and most state tax authorities. In significant foreign jurisdictions, the 2009 to 2013 tax years generally remain subject to examination by tax authorities. We establish liabilities for possible assessments by tax authorities resulting from known tax exposures including, but not limited to, international tax issues and certain tax credits. We are currently undergoing an Internal Revenue Service examination as well as certain state examinations. There have been no significant proposed adjustments to date. We do not believe the results of any audits would have a material impact on our financial position, results of operations or cash flows. We will continue to monitor the status of these audits. | ||||||||||||||||
Segment Information | ||||||||||||||||
We use the management approach for segment disclosure, which designates the internal organization that is used by management for making operating decisions and assessing performance as the source of our reportable segments. We manage our business on the basis of one reportable segment, as a manufacturer of semiconductors in different geographic areas, including the United States, Europe and Asia. | ||||||||||||||||
Foreign Currency | ||||||||||||||||
All of our significant subsidiaries outside the United States use the United States Dollar (“USD”) as their functional currency. We have one subsidiary in China that uses the Chinese RMB as its functional currency. For subsidiaries that use USD as the functional currency, assets and liabilities are remeasured to USD at the exchange rate in effect at the balance sheet date except for non-monetary assets and capital accounts which are measured at historical rates; revenues, expenses, gains and losses are remeasured at rates of exchange that approximate the rates in effect at the transaction date. For subsidiaries that use the local currency as the functional currency, all assets and liabilities are remeasured to USD using exchange rates in effect at the end of the period. Resulting translation gains or losses are recognized as a component of other comprehensive income. We also conduct a relatively small portion of our business in a number of foreign currencies, principally the European Union Euro, Canadian Dollar, British Pound, Israeli Shekel and Chinese RMB. | ||||||||||||||||
Earnings Per Share | ||||||||||||||||
Basic earnings per share have been computed based upon the weighted-average number of common shares outstanding during the respective periods. Diluted earnings per share have been computed, when the result is dilutive, using the treasury stock method for stock awards outstanding during the respective periods. Earnings per share for 2013, 2012 and 2011 were calculated as follows (amounts in thousands, except per share data): | ||||||||||||||||
Fiscal Years | ||||||||||||||||
2013 | 2012 | 2011 | ||||||||||||||
BASIC | ||||||||||||||||
Net income (loss) | $ | 43,674 | $ | (29,675 | ) | $ | 55,730 | |||||||||
Weighted-average common shares outstanding | 89,508 | 85,837 | 83,916 | |||||||||||||
Basic earnings (loss) per share | $ | 0.49 | $ | (0.35 | ) | $ | 0.66 | |||||||||
DILUTED | ||||||||||||||||
Net income (loss) | $ | 43,674 | $ | (29,675 | ) | $ | 55,730 | |||||||||
Weighted-average common shares outstanding for basic | 89,508 | 85,837 | 83,916 | |||||||||||||
Dilutive effect of stock awards | 1,820 | — | 1,831 | |||||||||||||
Weighted-average common shares outstanding on a diluted basis | 91,328 | 85,837 | 85,747 | |||||||||||||
Diluted earnings (loss) per share | $ | 0.48 | $ | (0.35 | ) | $ | 0.65 | |||||||||
For 2013, 2012 and 2011, 1.8 million, 5.1 million and 7.3 million awards, respectively, were excluded in the computation of diluted EPS as these stock awards would have been anti-dilutive. | ||||||||||||||||
Concentration of Credit Risk and International Sales | ||||||||||||||||
Concentrations of credit risk exist because we rely on a significant portion of customers whose principal sales are to the U.S. Government. Approximately 31% of total net sales in 2013 were in the Defense & Security end market, with a very significant amount of these sales to customers whose principal sales are to the U.S. Government or to subcontractors whose material sales are to the U.S. Government. We, as a subcontractor, sell our products to higher-tier subcontractors or to prime contractors based upon purchase orders that usually do not contain all of the conditions included in the prime contract with the U.S. Government. However, these sales are usually subject to termination and/or price renegotiations by virtue of their reference to a U.S. Government prime contract. Therefore, we believe that all of our product sales that ultimately are sold to the U.S. Government may be subject to termination, at the convenience of the U.S. Government or to price renegotiations under the Renegotiation Act. In addition, the shutdown of non-essential U.S. Government services in October 2013 and any future government shutdowns may significantly increase the risk of contract terminations or renegotiations. At least one of our contracts has been terminated in the past due to the termination of the underlying government contract. There can be no assurance that we will not have contract termination or price renegotiation in the future, and any such termination or renegotiation could have a material adverse impact upon our revenues and results of operations. | ||||||||||||||||
In addition, net sales from international markets represent a significant portion of total net sales. Our net sales to international customers represented approximately 47% for 2013, 50% for 2012 and 46% for 2011. These sales were principally to customers in Europe and Asia. We maintain reserves for potential credit losses and such losses have been within management’s expectations. | ||||||||||||||||
Recently Issued Accounting Standards | ||||||||||||||||
In June 2011, the Financial Accounting Standard Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2011-05, that updates the presentation of comprehensive income such that an entity has the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. ASU No. 2011-05 is effective for public entities for fiscal years, and interim periods within those years, beginning after December 15, 2011 (the second quarter of our fiscal year 2012). These updates only affect the presentation of comprehensive income and did not materially impact our consolidated financial position, results of operations or cash flows. In February 2013, the FASB issued ASU 2013-02 related to the presentation of reclassification adjustments out of accumulated other comprehensive income. ASU 2013-02 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2012. We are currently assessing the impact of ASU 2013-02 but do not expect this ASU to materially impact our consolidated financial position, results of operations or cash flows. | ||||||||||||||||
In December 2011, the FASB issued ASU No. 2011-11, the objective of which is to provide additional disclosures on the effect or potential effect of rights of setoff associated with an entity's recognized assets and recognized liabilities within the scope of the update. The update primarily impacts financial instruments and derivatives subject to a master netting arrangement or similar agreement. ASU No. 2011-11 is effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. We are currently evaluating the disclosures required under this ASU. | ||||||||||||||||
In July 2012, the FASB issued ASU No. 2012-02, the objective of which is to reduce the cost and complexity of performing an impairment test for indefinite-lived intangible assets by simplifying how an entity test those assets or impairment and to improve consistency in impairment testing guidance among long-lived asset categories. The update permits an entity to assess qualitative factors to determine whether it is more likely than not than an indefinite-lived intangible asset is impaired as the basis for determining whether a quantitative impairment test is required. ASU No. 2012-02 is effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. Early adoption is permitted and our adoption of the provisions in this ASU did not result in a material impact on our consolidated financial position, results of operations or cash flows. | ||||||||||||||||
In February 2013, the FASB issued ASU No. 2013-04, the objective of which is to provide guidance for the recognition, measurement, and disclosure of obligations resulting from joint and several liability arrangements for which the total amount of the obligation is fixed at the reporting date. The guidance in the update requires that these arrangements be recorded as the sum of the amount the reporting entity agreed to pay on the basis of its arrangement among its co-obligors and any additional amount the reporting entity expects to pay on behalf of its co-obligors. ASU 2013-04 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. We are currently assessing the impact of this ASU on our consolidated financial position and results of operations. | ||||||||||||||||
In July 2013, the FASB issued ASU No. 2013-11 which requires that an unrecognized tax benefit, or a portion of an unrecognized tax benefit, should be presented as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss or a tax credit carryforward, with certain exceptions. ASU 2013-11 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. We are currently assessing the impact of this ASU but adoption will only have the potential of affecting the presentation of unrecognized tax benefits and will no impact our consolidated financial position, results of operations or cash flows. |
ACQUISITIONS_Notes
ACQUISITIONS (Notes) | 12 Months Ended | |||||||
Sep. 29, 2013 | ||||||||
Business Combinations [Abstract] | ' | |||||||
ACQUISITIONS | ' | |||||||
ACQUISITIONS | ||||||||
During 2011, we acquired Actel Corporation (“Actel”), a leading supplier of low-power FPGAs, mixed-signal FPGAs, and system-critical FPGAs. We sometimes refer to this division herein as Microsemi - SoC. We also acquired AML Communications, Inc., a designer, manufacturer, and marketer of microelectronic assemblies for the defense industry, Asic Advantage, Inc. (“Asic Advantage”), a fabless semiconductor company that designs and manufactures a broad portfolio of high-performance, high-voltage and radiation-hardened mixed-signal integrated circuit solutions for the aerospace, automotive, communications, industrial and medical markets and substantially all the assets of Brijot Imaging Systems, Inc. (“Brijot”) and its passive millimeter wave imaging solutions technology. Payments for these acquisitions, net of cash acquired was $436.8 million. | ||||||||
During 2012, we acquired Zarlink Semiconductor, Inc. (“Zarlink”) for its world-leading, mixed-signal chip technologies for a broad range of communication and medical applications. We also acquired the timing, synchronization and synthesis business of Maxim Integrated Products, Inc. and integrated the operations of this business with Zarlink. Payments for these acquisitions, net of cash acquired was $585.2 million. | ||||||||
Generally, the allocation of purchase prices results in an allocation to goodwill. Depending on the structure of a particular acquisition, goodwill and identifiable intangible assets may not be deductible for tax purposes. We determined that goodwill related to to our acquisitions were not deductible with the exception of goodwill related to the acquisitions of the assets of the Timing, Synchronization and Synthesis Business of Maxim Integrated Products, Inc. and assets of Brijot Imaging Systems, Inc. | ||||||||
Supplemental pro forma data (unaudited) | ||||||||
The following supplemental pro forma data summarizes the results of operations for 2012 and 2011, as if all acquisitions during these years were completed as of the first day of the fiscal year immediately preceding the acquisition. The supplemental pro forma information presented is for illustrative purposes only and is not necessarily indicative of the financial position or results of operations that would have been realized if the transactions had been completed on the dates indicated, nor is it indicative of future operating results or financial position. Net sales and earnings for the acquisitions on a standalone basis since their acquisition dates are impracticable to determine, as on the acquisition date, we implemented a plan developed prior to the completion of the acquisition and began to immediately integrate these acquisitions into existing operations, engineering groups, sales distribution networks and management structure. The pro forma adjustments are based upon currently available information and certain assumptions that we believe are reasonable under the circumstances. | ||||||||
The supplemental pro forma data reports actual operating results, adjusted to include the pro forma effect of, among others, the impact in cost of goods sold from manufacturing profit in acquired inventory, amortization expense of identified intangible assets, timing of the impact of restructuring expenses, timing of credit facility issuance costs, foregone interest income, incremental interest expense and the related tax effect of these items. Supplemental pro forma earnings for 2012 were adjusted to exclude $9.2 million in cost of goods sold from manufacturing profit in acquired inventory, $7.3 million in acquisition costs and $34.0 million in credit facility refinancing costs associated with the Zarlink financing. Supplemental pro forma earnings for 2011 were adjusted to include the above noted items from 2012 and exclude $5.5 million in cost of goods sold from manufacturing profit in acquired inventory, $6.3 million in acquisition costs, $14.2 million in credit facility issuance costs and $5.0 million in non-cash benefits from valuation allowance releases. Supplemental pro forma earnings for 2010 were adjusted to include the above noted items excluded from 2011. Supplemental pro forma data does not adjust the timing of the refinancing completed in the quarter ended April 1, 2012. Supplemental pro forma data for the fiscal years in the period ended September 29, 2013 is as follows (amounts in thousands, except per share data) (unaudited): | ||||||||
2012 | 2011 | |||||||
Net sales | $ | 1,019,329 | $ | 1,095,481 | ||||
Net income | $ | 10,002 | $ | 65,804 | ||||
Net income per share: | ||||||||
Basic | $ | 0.12 | $ | 0.78 | ||||
Diluted | $ | 0.11 | $ | 0.77 | ||||
INVENTORIES
INVENTORIES | 12 Months Ended | |||||||
Sep. 29, 2013 | ||||||||
Inventory Disclosure [Abstract] | ' | |||||||
INVENTORIES | ' | |||||||
INVENTORIES | ||||||||
Inventories are summarized as follows (amounts in thousands): | ||||||||
September 29, | September 30, | |||||||
2013 | 2012 | |||||||
Raw materials | $ | 36,436 | $ | 39,094 | ||||
Work in progress | 86,762 | 90,920 | ||||||
Finished goods | 38,788 | 29,041 | ||||||
$ | 161,986 | $ | 159,055 | |||||
PROPERTY_AND_EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended | |||||||||
Sep. 29, 2013 | ||||||||||
Property, Plant and Equipment [Abstract] | ' | |||||||||
PROPERTY AND EQUIPMENT | ' | |||||||||
PROPERTY AND EQUIPMENT | ||||||||||
Property and equipment consisted of the following components (amounts in thousands): | ||||||||||
Asset Life | September 29, | September 30, | ||||||||
2013 | 2012 | |||||||||
Buildings | 20-40 years | $ | 37,773 | $ | 39,310 | |||||
Machinery and equipment | 3-10 years | 328,652 | 284,925 | |||||||
Furniture and fixtures | 5-10 years | 10,918 | 9,908 | |||||||
Leasehold improvements | Shorter of asset life or life of lease | 38,698 | 30,516 | |||||||
416,041 | 364,659 | |||||||||
Accumulated depreciation | (303,529 | ) | (257,563 | ) | ||||||
Land | 1,725 | 1,725 | ||||||||
Construction in progress | 10,921 | 7,325 | ||||||||
$ | 125,158 | $ | 116,146 | |||||||
Depreciation expense was $28.8 million, $31.3 million and $29.1 million in 2013, 2012 and 2011, respectively. |
GOODWILL_AND_INTANGIBLE_ASSETS
GOODWILL AND INTANGIBLE ASSETS, NET | 12 Months Ended | |||||||||||||||||||||||
Sep. 29, 2013 | ||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||||||||||||||||||
GOODWILL AND INTANGIBLE ASSETS, NET | ' | |||||||||||||||||||||||
GOODWILL AND INTANGIBLE ASSETS, NET | ||||||||||||||||||||||||
Goodwill and intangible assets, net consisted of the following components (amounts in thousands): | ||||||||||||||||||||||||
29-Sep-13 | 30-Sep-12 | Life | ||||||||||||||||||||||
Gross | Accumulated | Gross | Accumulated | (in years) | ||||||||||||||||||||
Carrying | Amortization | Carrying | Amortization | |||||||||||||||||||||
Value | Value | |||||||||||||||||||||||
Amortizable intangible assets | ||||||||||||||||||||||||
Completed technology | $ | 309,470 | $ | (157,472 | ) | $ | 309,470 | $ | (118,463 | ) | 2 to 15 | |||||||||||||
Customer relationships | 270,030 | (107,474 | ) | 270,030 | (64,885 | ) | 4 to 15 | |||||||||||||||||
Backlog | — | — | 15,960 | (15,333 | ) | 1 to 2 | ||||||||||||||||||
Other | 13,341 | (12,720 | ) | 13,341 | (10,129 | ) | 5 | |||||||||||||||||
$ | 592,841 | $ | (277,666 | ) | $ | 608,801 | $ | (208,810 | ) | |||||||||||||||
Non-amortizing intangible assets | ||||||||||||||||||||||||
Goodwill | $ | 790,236 | $ | 790,236 | ||||||||||||||||||||
A reconciliation of our goodwill for the years ended September 29, 2013 and September 30, 2012 is as follows (amounts in thousands): | ||||||||||||||||||||||||
29-Sep-13 | 30-Sep-12 | |||||||||||||||||||||||
Beginning balance | $ | 790,236 | $ | 491,079 | ||||||||||||||||||||
Additions from acquisitions | — | 300,266 | ||||||||||||||||||||||
Post-acquisition adjustments | — | (1,109 | ) | |||||||||||||||||||||
Ending balance | $ | 790,236 | $ | 790,236 | ||||||||||||||||||||
Amortization expense for intangible assets in 2013, 2012 and 2011 was $84.8 million, $104.8 million and $62.4 million, respectively. Estimated amortization expense in each of the five succeeding years and thereafter is as follows (amounts in thousands): | ||||||||||||||||||||||||
Fiscal Year | ||||||||||||||||||||||||
2014 | 2015 | 2016 | 2017 | 2018 | Thereafter | |||||||||||||||||||
Amortization expense | $ | 79,399 | $ | 73,162 | $ | 69,565 | $ | 66,400 | $ | 23,775 | $ | 2,874 | ||||||||||||
ACCRUED_LIABILITIES
ACCRUED LIABILITIES | 12 Months Ended | |||||||
Sep. 29, 2013 | ||||||||
Accounts Payable and Accrued Liabilities, Current [Abstract] | ' | |||||||
ACCRUED LIABILITIES | ' | |||||||
ACCRUED LIABILITIES | ||||||||
Accrued liabilities consisted of the following components (amounts in thousands): | ||||||||
September 29, | September 30, | |||||||
2013 | 2012 | |||||||
Payroll, bonus and employee benefits | $ | 24,649 | $ | 43,219 | ||||
Outside services | 10,258 | 11,826 | ||||||
Restructuring and severance | 6,537 | 8,277 | ||||||
Deferred revenue | 5,077 | 1,566 | ||||||
Warranties | 2,809 | 2,472 | ||||||
Commissions | 2,799 | 2,900 | ||||||
Income taxes | 2,291 | 1,036 | ||||||
Interest | 1,276 | 1,720 | ||||||
Licenses | 786 | 1,688 | ||||||
Other | 6,520 | 5,520 | ||||||
$ | 63,002 | $ | 80,224 | |||||
INCOME_TAXES
INCOME TAXES | 12 Months Ended | |||||||||||
Sep. 29, 2013 | ||||||||||||
Income Tax Disclosure [Abstract] | ' | |||||||||||
INCOME TAXES | ' | |||||||||||
INCOME TAXES | ||||||||||||
Pretax income (loss) was generated from the following sources for each of the three fiscal years in the period ended September 29, 2013 (amounts in thousands): | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Domestic | $ | (38,709 | ) | $ | (88,964 | ) | $ | (40,359 | ) | |||
Foreign | 94,772 | 74,239 | 62,408 | |||||||||
Total | $ | 56,063 | $ | (14,725 | ) | $ | 22,049 | |||||
The provision (benefit) for income taxes consisted of the following components for each of the three fiscal years in the period ended September 29, 2013 (amounts in thousands): | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Current: | ||||||||||||
Federal | $ | 812 | $ | (16 | ) | $ | 314 | |||||
State | 806 | 228 | 10 | |||||||||
Foreign | 3,115 | 3,458 | 8,324 | |||||||||
Deferred: | ||||||||||||
Federal | 2,306 | 5,061 | (25,962 | ) | ||||||||
State | 1,385 | 2,255 | (1,609 | ) | ||||||||
Foreign | 3,965 | 3,964 | (14,758 | ) | ||||||||
$ | 12,389 | $ | 14,950 | $ | (33,681 | ) | ||||||
We recorded a provision for income taxes of $12.4 million on pretax income of $56.1 million in 2013 compared to a provision for income taxes of $15.0 million on pre-tax loss of $14.7 million in 2012. During 2013 and 2012, we generated tax expense of $12.4 million and $15.0 million, respectively, primarily due to the tax provision on profitable entities in foreign jurisdictions and U.S. tax provision relating to deferred tax liabilities that will not provide future sources of income to realize deferred tax assets. We had cumulative operating losses for the three years ended in 2013 for our U.S. operations and several foreign operations and accordingly, have provided a full valuation allowance on certain of our U.S. and foreign net deferred tax assets as we have determined that it is more likely than not that the tax benefits will not be realized in the future. | ||||||||||||
During 2013 we increased the valuation allowance by $13.9 million, which primarily related to deductions for intangible (non-goodwill) amortization. During 2012 we increased the valuation allowance by $194.7 million, which primarily related to the acquisition of Microsemi - CMPG during the quarter ended January 1, 2012, and the recording of the deferred tax assets related to the acquisition. During 2011 we released the remaining valuation allowance related to our Israel operation, based on evaluation of key positive and negative evidence including the history of substantial losses in past years but cumulative income for the past three year period, and the indefinite carryforward period for the Israeli net operating loss carryforwards which are the principal component of our deferred tax assets in Israel. | ||||||||||||
We have federal and state net operating losses (“NOLs”) of approximately $256.4 million and $297.8 million, respectively, that begin expiring in 2021 and 2014, respectively. Of the total NOL carryforward, $19.9 million related to the excess tax benefit from employee stock compensation and stockholders' equity will increase by $19.9 million if and when such excess tax benefits are ultimately realized. We have foreign NOLs of approximately $250.3 million that carry forward indefinitely. We have federal and state research and experimentation credits of approximately $28.2 million and $44.4 million, respectively. We have foreign research and experimentation credits of approximately $81.8 million and incentive deductions of approximately $72.7 million. We have federal foreign tax credits of approximately $2.8 million. We have federal and state enterprise zone credits, state investment tax credits, and alternative minimum tax credits totaling $2.4 million that carry forward indefinitely. The utilization of NOLs and credits acquired through an acquisition may be subject to limitations due to change in control. | ||||||||||||
No provision has been made for future income taxes on undistributed earnings of U.S. and foreign operations (except for insignificant jurisdictions) since they have been indefinitely reinvested in these operations. Determination of the amount of unrecognized deferred tax liability for temporary differences related to these undistributed earnings is not practicable, as such liability is dependent upon a number of factors, including foreign tax credit position that would exist at the time any remittance would occur. At the end of fiscal years 2013 and 2012, these undistributed earnings aggregated approximately $357.4 million and $294.7 million, respectively. | ||||||||||||
The following is a reconciliation of income tax computed at the federal statutory rate to our actual tax expense for each of the three fiscal years in the period ended September 29, 2013 (amounts in thousands): | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Tax computed at federal statutory rate | $ | 19,622 | $ | (5,153 | ) | $ | 7,717 | |||||
State taxes, net of federal impact | (1,468 | ) | (3,244 | ) | (7,023 | ) | ||||||
Foreign income taxed at different rates | (21,705 | ) | (18,207 | ) | (9,830 | ) | ||||||
Tax credits and incentives | (5,418 | ) | (1,096 | ) | (4,234 | ) | ||||||
Stock award compensation | 197 | 295 | 347 | |||||||||
Unrecognized tax benefits | (392 | ) | 1,981 | 1,541 | ||||||||
Executive compensation | — | — | 444 | |||||||||
U.S. tax on foreign income | 1,374 | 18,150 | — | |||||||||
Income tax return to provision | (875 | ) | (3,153 | ) | 55 | |||||||
Non-deductible permanent items | 167 | 1,682 | 2,748 | |||||||||
Pre-acquisition loss carryforwards | 1,182 | (4,043 | ) | (2,298 | ) | |||||||
Withholding taxes | 700 | — | — | |||||||||
Other differences, net | 164 | 9 | (261 | ) | ||||||||
Valuation allowance | 18,841 | 27,729 | (22,887 | ) | ||||||||
$ | 12,389 | $ | 14,950 | $ | (33,681 | ) | ||||||
The tax effected deferred tax assets (liabilities) are comprised of the following components (amounts in thousands): | ||||||||||||
September 29, | 30-Sep-12 | |||||||||||
2013 | ||||||||||||
Accounts receivable, net | $ | 945 | $ | 925 | ||||||||
Inventories | 9,264 | 12,109 | ||||||||||
Accrued employee benefit expenses | 4,230 | 5,230 | ||||||||||
Net operating losses | 140,555 | 127,603 | ||||||||||
Tax credits and incentives | 140,069 | 137,628 | ||||||||||
Accrued other expenses | 6,287 | 7,776 | ||||||||||
Deferred equity compensation | 14,845 | 14,111 | ||||||||||
Property and equipment, net | 3,242 | 3,152 | ||||||||||
Other assets | 9,797 | 17,155 | ||||||||||
Total deferred tax assets | 329,234 | 325,689 | ||||||||||
Intangible assets | (100,050 | ) | (101,250 | ) | ||||||||
Total deferred tax liabilities | (100,050 | ) | (101,250 | ) | ||||||||
Less valuation allowance | (210,073 | ) | (196,147 | ) | ||||||||
$ | 19,111 | $ | 28,292 | |||||||||
Certain amounts in effective tax rate reconciliation and the deferred tax assets (liabilities) disclosures for 2012 have been reclassified. There was no effect on the total income tax expense or net deferred tax assets. | ||||||||||||
A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (amounts in thousands): | ||||||||||||
September 29, | September 30, | October 2, | ||||||||||
2013 | 2012 | 2011 | ||||||||||
Beginning gross unrecognized tax benefits | $ | 58,016 | $ | 32,370 | $ | 21,719 | ||||||
Additions based on tax positions related to the current year | 3,238 | 12,786 | 2,665 | |||||||||
Additions based on current year acquisitions | — | 10,615 | 8,164 | |||||||||
Additions based on tax positions of prior years | 12,845 | 2,605 | 382 | |||||||||
Reductions based on tax positions of prior years | (2,805 | ) | (169 | ) | — | |||||||
Reductions for lapses and settlements | (1,723 | ) | (191 | ) | (560 | ) | ||||||
Ending gross unrecognized tax benefit | $ | 69,571 | $ | 58,016 | $ | 32,370 | ||||||
We recognize interest and penalties accrued related to unrecognized tax benefits in tax expense. During the years ended September 29, 2013, September 30, 2012, and October 2, 2011, we recognized approximately $0.0 million, $2.0 million, and $0.7 million, respectively, in interest and penalties. The cumulative interest and penalties at September 29, 2013, September 30, 2012, and October 2, 2011 were $5.9 million, $6.0 million, and $4.2 million, respectively. | ||||||||||||
Unrecognized tax benefits of $58.9 million (including interest) at September 29, 2013 would impact the effective tax rate if recognized after the valuation allowance has been released. We anticipate a decrease in gross unrecognized tax benefits of approximately $4.2 million within the next twelve months based on federal, state, and foreign expirations in various jurisdictions. | ||||||||||||
We file U.S. federal, state, and foreign income tax returns in jurisdictions with varying statutes of limitations. Fiscal years 2007 to 2013 generally remain subject to examination by federal and most state tax authorities. In significant foreign jurisdictions, the 2009 to 2013 tax years generally remain subject to examination by tax authorities. We establish liabilities for possible assessments by tax authorities resulting from known tax exposures including, but not limited to, international tax issues and certain tax credits. We are currently undergoing an Internal Revenue Service examination as well as certain state examinations. There have been no significant proposed adjustments to date. As of September 29, 2013, the IRS has raised questions primarily related to transfer pricing. Management believes that the Company's position is appropriate and that an adequate provision has been made for any adjustments that may result from tax examinations. However, the outcome of tax audits cannot be predicted with certainty. If any issues addressed in the Company's tax audits are resolved in a manner not consistent with management's expectations, the Company would be required to adjust its provision for income tax in the period such resolution occurs. While the Company believes its reported results are accurate, any significant adjustments could have a material adverse effect on the Company's results of operations, cash flows and financial position if not resolved within expectations. |
CREDIT_AGREEMENT_AND_RELATED_I
CREDIT AGREEMENT AND RELATED INSTRUMENTS | 12 Months Ended | ||||
Sep. 29, 2013 | |||||
Debt Disclosure [Abstract] | ' | ||||
CREDIT AGREEMENT AND RELATED INSTRUMENTS | ' | ||||
CREDIT AGREEMENT AND RELATED INSTRUMENTS | |||||
Credit Agreement | |||||
We are a party to a senior secured credit facility with Morgan Stanley Senior Funding, Inc. (“MSSF”) consisting of a term loan facility and a $50.0 million revolving credit facility. As of September 29, 2013, we had $676.0 million in term loan borrowings and no borrowings under the revolving credit facility. We can also request the establishment of one or more swingline loans and/or revolving credit facilities with commitments in an aggregate amount not to exceed $200.0 million. | |||||
During the quarter ended March 31, 2013, we entered into Amendment No. 4 to our Credit Agreement dated as of November 2, 2010 with MSSF and the lenders referred to therein (as amended, the “Credit Agreement”). The amendment extended the term loan maturity date, provided new pricing terms, including reducing the interest rate on our term loan to 3.75%, and modified certain financial covenant provisions such that they are not scheduled to be reported unless we have revolving or swingline loan balances outstanding at the end of a fiscal quarter. We accounted for the fourth amendment as a debt modification with respect to amounts that remained in the syndicate and a debt extinguishment with respect to the $277.5 million that exited the syndicate and recorded debt extinguishment expense of $3.0 million. The amendment did not impact the net principal balance outstanding. | |||||
Under the Credit Agreement, we may borrow under a Base Rate which approximates the prime rate or Eurodollar Rate which approximates LIBOR. In the case of term loans, the Eurodollar Rate will not be lower than 1.00%. The applicable interest rate margin per annum for each type of loan at September 29, 2013 is as follows: | |||||
Base Rate | Eurodollar Rate | ||||
Revolving and swingline loans | 3.50% | 4.50% | |||
Term loans | 1.75% | 2.75% | |||
As of September 29, 2013, term loan borrowings were under the Eurodollar Rate and subject to an interest rate of 3.75%. The fair value of our term loan balance was $674.3 million and we classify this valuation as a Level 2 fair value measurement. | |||||
The amended term loan facility matures in February 2020 and principal amortizes at $7.3 million per year. During the fiscal year ended September 29, 2013, we completed optional principal prepayments of $100.0 million. While there are currently no scheduled principal repayments until the maturity date, the Credit Agreement stipulates an annual payment of a percentage of Excess Cash Flow (“ECF”). The ECF percentage is between 0% and 50% depending on our consolidated leverage ratio as of the end of a fiscal year. | |||||
We currently pay an undrawn commitment fee of 3.75% on the unused portion of the revolving facility. If any letters of credit are issued, then we expect to pay a fronting fee equal to 0.25% per annum of the aggregate face amount of each letter of credit and a participation fee on all outstanding letters of credit at a per annum rate equal to the margin then in effect with respect to Eurodollar Rate-based loans on the face amount of such letter of credit. | |||||
The Credit Agreement includes financial covenants requiring a maximum leverage ratio and minimum fixed charge coverage ratio that are applicable only when revolving loans or swingline loans are outstanding at the end of a fiscal quarter and also contains other customary affirmative and negative covenants and events of default. We were in compliance with our covenants as of September 29, 2013. | |||||
Interest Rate Swap Agreements | |||||
In connection with the original Credit Agreement in November 2010, we entered into interest rate swap agreements for the purpose of minimizing the variability of cash flows in the interest rate payments of our variable rate borrowings. The cash flows received under the interest rate swap agreements are expected to offset the change in cash flows associated with LIBOR rate borrowings between the effective and maturity dates of the swaps. Our two swap agreements have notional amounts, fixed rates and expiration dates as follows: $121.0 million at 1.83% expiring January 2014 and $24.0 million at 2.21% expiring January 2015. We classify our interest rate swap balances as Level 2 fair value measurements. We determined the fair value of our interest rate swap agreements based on mid-market valuations reported to us by the counterparty to the swap agreements. Related to these interest rate swap agreements, we recorded a current liability of $0.3 million and a long-term liability of $0.4 million as of September 29, 2013 and a long-term liability of $1.9 million as of September 30, 2012. We reflect the change in fair value of the swaps through other income (expense), net and recorded income of $1.3 million in 2013 and income of $0.9 million in 2012. | |||||
Fair Value Option | |||||
We elected the fair value option in accounting for the term loan balance outstanding as of October 2, 2011 and determined the fair value to be $361.0 million compared to a par value of $372.2 million. We did not elect the fair value option subsequent to entering into Amendment No. 2 to the Credit Agreement and recorded an extinguishment expense of $11.2 million in other income (expense), net during 2012. | |||||
Foreign Currency Forward | |||||
In connection with the acquisition of Zarlink, we entered into a foreign currency forward agreement in the fourth quarter of 2011 to minimize our foreign currency risk associated with the transaction that we funded in Canadian Dollars (“CAD”). We agreed to purchase CAD 623.0 million for $608.2 million that settled in October 2011. We classified interest rate forward balances as Level 1 fair value measurements where there are quoted prices in active markets for identical instruments. We determined the fair value of our foreign currency forward agreement based on a corresponding quote from the counterparty to the forward transaction. As the foreign currency forward contract did not qualify for hedge accounting, we reflected the change in fair value of the swap through other income (expense), net. At October 2, 2011, we recorded a current liability and corresponding expense of $11.7 million for the change in fair value. During the quarter ended January 1, 2012, we recorded income of $15.4 million related to the settlement of this forward. As our only foreign currency forward agreement settled in the quarter ended January 1, 2012, we did not record a fair value adjustment subsequent to the quarter ended January 1, 2012. |
OTHER_LONGTERM_LIABILITIES
OTHER LONG-TERM LIABILITIES | 12 Months Ended | ||||||||||||||||||||||
Sep. 29, 2013 | |||||||||||||||||||||||
Other Liabilities Disclosure [Abstract] | ' | ||||||||||||||||||||||
OTHER LONG-TERM LIABILITIES | ' | ||||||||||||||||||||||
OTHER LONG-TERM LIABILITIES | |||||||||||||||||||||||
Other long-term liabilities consisted of (amounts in thousands): | |||||||||||||||||||||||
September 29, | September 30, | ||||||||||||||||||||||
2013 | 2012 | ||||||||||||||||||||||
Unrecognized tax benefits | $ | 16,546 | $ | 18,427 | |||||||||||||||||||
Deferred rent | 15,510 | 13,586 | |||||||||||||||||||||
Accrued pension and retirement | 7,164 | 6,429 | |||||||||||||||||||||
Capital leases | 2,873 | 2,889 | |||||||||||||||||||||
Interest rate swaps | 368 | 1,919 | |||||||||||||||||||||
Environmental | 372 | 406 | |||||||||||||||||||||
Other | 1,536 | 5,400 | |||||||||||||||||||||
Total | $ | 44,369 | $ | 49,056 | |||||||||||||||||||
We lease a building in Santa Ana, California, under a long-term capital lease obligation. The building under capital lease obligations are reflected in property and equipment, net, in the accompanying consolidated balance sheets. | |||||||||||||||||||||||
The contractual obligations under our capital lease at September 29, 2013 were (amounts in thousands): | |||||||||||||||||||||||
2014 | 2015 | 2016 | 2017 | 2018 | Thereafter | ||||||||||||||||||
$ | 292 | $ | 293 | $ | 293 | $ | 293 | $ | 293 | $ | 1,408 | ||||||||||||
STOCKBASED_COMPENSATION
STOCK-BASED COMPENSATION | 12 Months Ended | |||||||||||||||
Sep. 29, 2013 | ||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | |||||||||||||||
STOCK-BASED COMPENSATION | ' | |||||||||||||||
STOCK-BASED COMPENSATION | ||||||||||||||||
Stock Based Compensation | ||||||||||||||||
In January 2012, our stockholders approved an amendment to the Microsemi Corporation 2008 Performance Incentive Plan (the “2008 Plan”). The amendment 1) increased the share limit by an additional 14.5 million share-units so that the amended aggregate share-unit limit for the 2008 Plan is 28.5 million share-units; 2) extended the plan term to December 5, 2021; 3) increased the number of shares counted against the share-unit limit for every one share issued in connection with a full-value award to 2.41; 4) terminated the evergreen provision in the original plan; and 5) extended the Performance-Based Award feature through the first annual meeting of stockholders that occurs in calendar year 2017. Awards authorized by the 2008 Plan include options, stock appreciation rights, restricted stock, stock bonuses, stock units, performance share awards, and other cash- or share-based awards. The shares issued under the 2008 Plan may be newly issued or shares held by the Company as treasury stock. The maximum term of a stock option grant or a stock appreciation right granted under the 2008 Plan is 6 years. | ||||||||||||||||
Stock-based compensation expense was $35.2 million in 2013, $36.7 million in 2012 and $28.5 million in 2011. At September 29, 2013, unamortized compensation expense related to unvested stock awards was $40.9 million. The weighted average period over which compensation expense related to these grants will be recognized is 1.3 years. | ||||||||||||||||
Remaining share-units available for grant, assuming issuance of performance units at target, at September 29, 2013, September 30, 2012 and October 2, 2011 under the 2008 Plan were 12.2 million, 16.0 million and 6.4 million, respectively. | ||||||||||||||||
Stock Options and Stock Appreciation Rights | ||||||||||||||||
Compensation expense for stock options and stock appreciation rights was calculated based on the grant or assumption date using the Black-Scholes pricing model. All stock appreciation rights we have granted or assumed are stock-settled. Stock options and stock appreciation rights are granted at exercise prices equal to the closing price of our common stock on the date of grant. Assumed stock options and stock appreciation rights are granted at exercise prices determined in accordance with the acquisition agreement. Expected life was estimated based on historical exercise data that was stratified between members of the Board of Directors, executive employees and all other recipients. Expected volatility was estimated based on historical volatility using equally weighted daily price observations over a period approximately equal to the expected life of each option. The risk free interest rate is based on the implied yield currently available on U.S. Treasury securities with an equivalent remaining term. No dividends are expected to be paid. | ||||||||||||||||
Activity and price information related to stock options and stock appreciation rights are as follows (quantity and intrinsic value in thousands): | ||||||||||||||||
Quantity | Weighted-Average Exercise Price | Intrinsic Value | Weighted Average Remaining Life (Years) | |||||||||||||
Outstanding at October 3, 2010 | 9,226 | $ | 20.65 | $ | 13,156 | 3.4 | ||||||||||
Granted | 12 | $ | 23.69 | |||||||||||||
Assumed from acquisition | 3,120 | $ | 13.56 | |||||||||||||
Exercised | (2,155 | ) | $ | 13.9 | $ | 18,558 | ||||||||||
Forfeited | (729 | ) | $ | 20.88 | ||||||||||||
Outstanding at October 2, 2011 | 9,474 | $ | 19.84 | 12,684 | 3.1 | |||||||||||
Exercised | (1,933 | ) | $ | 16.82 | $ | 7,619 | ||||||||||
Forfeited | (567 | ) | $ | 24.99 | ||||||||||||
Outstanding at September 30, 2012 | 6,974 | $ | 20.26 | $ | 21,557 | 2.5 | ||||||||||
Exercised | (1,944 | ) | $ | 14.16 | $ | 16,956 | ||||||||||
Forfeited | (348 | ) | $ | 24.33 | ||||||||||||
Outstanding at September 29, 2013 | 4,682 | $ | 22.49 | $ | 14,702 | 1.7 | ||||||||||
Exercisable at September 29, 2013 | 4,626 | $ | 22.6 | 14,143 | 1.6 | |||||||||||
Exercisable and expected to vest after September 29, 2013 | 4,682 | $ | 22.49 | $ | 14,702 | 1.7 | ||||||||||
In connection with the acquisitions of Actel and Asic Advantage in 2011, we assumed stock options and stock appreciation rights and converted them to Microsemi awards in accordance with the respective merger agreement. | ||||||||||||||||
Quantity and weighted-average exercise prices related to stock options and stock appreciation rights outstanding as of September 29, 2013 and stratified by exercise price are as follows (quantity in thousands): | ||||||||||||||||
Exercisable | Outstanding | |||||||||||||||
Exercise Price | Quantity | Weighted-Average Exercise Price | Quantity | Weighted-Average Exercise Price | ||||||||||||
Less than $10.00 | 24 | $ | 7.5 | 30 | $ | 7.55 | ||||||||||
$10.00 to $20.00 | 1,281 | $ | 13.57 | 1,328 | $ | 13.6 | ||||||||||
Greater than $20.00 | 3,321 | $ | 26.19 | 3,324 | $ | 26.18 | ||||||||||
4,626 | $ | 22.6 | 4,682 | $ | 22.49 | |||||||||||
Weighted-average fair value and weighted-average assumptions used in the calculation of compensation expense are as follows. There were no stock options or stock appreciation rights granted in 2012 or 2013. | ||||||||||||||||
Fiscal Year Ended | Fair Value | Risk Free Rate | Expected Dividend Yield | Expected Life (Years) | Expected Volatility | |||||||||||
2-Oct-11 | $ | 7.42 | 0.2 | % | — | % | 1.1 | 41.6 | % | |||||||
Restricted Stock Awards | ||||||||||||||||
Compensation expense for restricted stock awards was calculated based on the closing price of our common stock on the date of grant. Restricted stock awards are subject to forfeiture if a participant does not meet length of service requirements. Restricted stock awards granted to employees typically vest over a three year period and awards granted to non-employee directors vest on grant date in accordance with our director compensation policy. | ||||||||||||||||
Activity and price information related to restricted stock awards are as follows (quantity in thousands): | ||||||||||||||||
Quantity | Weighted-Average Grant Price | |||||||||||||||
Outstanding at October 3, 2010 | 1,916 | $ | 17.14 | |||||||||||||
Granted | 1,624 | $ | 20.88 | |||||||||||||
Vested | (1,265 | ) | $ | 17.98 | ||||||||||||
Assumed from acquisition | 252 | $ | 19.9 | |||||||||||||
Forfeited | (177 | ) | $ | 18.82 | ||||||||||||
Outstanding at October 2, 2011 | 2,350 | $ | 19.44 | |||||||||||||
Granted | 1,656 | $ | 19.41 | |||||||||||||
Vested | (1,281 | ) | $ | 19.27 | ||||||||||||
Forfeited | (70 | ) | $ | 19.34 | ||||||||||||
Outstanding at September 30, 2012 | 2,655 | $ | 19.51 | |||||||||||||
Granted | 1,887 | $ | 20.39 | |||||||||||||
Vested | (1,363 | ) | $ | 19.1 | ||||||||||||
Forfeited | (115 | ) | $ | 20.16 | ||||||||||||
Outstanding at September 29, 2013 | 3,064 | $ | 20.21 | |||||||||||||
In connection with the acquisition of Actel in 2011, we assumed restricted stock awards and converted them to Microsemi awards in accordance with the merger agreement. | ||||||||||||||||
Performance Units | ||||||||||||||||
Performance stock units granted in 2012 will vest based on the Company's growth in net sales and earnings per share (subject to certain adjustments) for 2012 and 2013 in comparison with the growth in net sales and adjusted earnings per share over the same period for a peer group selected by the Compensation Committee. For these performance stock units, 50% of each performance-based award opportunity will be subject to the net sales metric for the performance period and 50% will be subject to the earnings per share metric for the performance period. | ||||||||||||||||
Performance stock units granted in 2013 will vest based on the Company achieving net sales and earnings per share (subject to certain adjustments) levels for 2013, 2014 and 2015. For these performance stock units, 25% of each performance-based award opportunity will be subject to the net sales metric for the performance period and 75% will be subject to the earnings per share metric for the performance period. | ||||||||||||||||
Compensation expense is based upon either our estimate of performance relative to a peer group for the 2012 grant and our expected performance over the performance period for the 2013 grant. The maximum percentage for a particular metric is 200% of the “target” number of units subject to the award related to that metric. For performance stock units granted in 2013, the maximum percentage is further adjusted by the Company's total shareholder return relative to a peer group selected by the Compensation Committee, up to a maximum of 125%. | ||||||||||||||||
Activity and price information related to performance units are as follows (quantity report at target and in thousands): | ||||||||||||||||
Quantity | Weighted-Average Grant Price | |||||||||||||||
Outstanding at October 2, 2011 | — | $ | — | |||||||||||||
Granted | 350 | $ | 17.77 | |||||||||||||
Outstanding at September 30, 2012 | 350 | $ | 17.77 | |||||||||||||
Granted | 350 | $ | 21.62 | |||||||||||||
Vested | (105 | ) | $ | 17.77 | ||||||||||||
Outstanding at September 29, 2013 | 595 | $ | 20.03 | |||||||||||||
EMPLOYEE_BENEFIT_PLANS
EMPLOYEE BENEFIT PLANS | 12 Months Ended |
Sep. 29, 2013 | |
Postemployment Benefits [Abstract] | ' |
EMPLOYEE BENEFIT PLANS | ' |
EMPLOYEE BENEFIT PLANS | |
We sponsor 401(k) savings plans whereby participating employees may elect to contribute up to 50% of their eligible wages up to the statutory contribution limit. Employees 50 years of age and older may contribute a further 75% of their eligible wages up to the statutory contribution limit. We suspended the employer match to this plan during 2009. In 2012, we reinstated the employer match and also made a non-elective employer contribution. During 2013, employer contributions were $3.9 million. | |
In certain entities outside the United States, we provide defined-benefit and defined contribution plans, many in accordance with local regulations. We typically deposit employer contributions with third party trustees, insurance trust funds, or government-managed accounts. | |
We assumed a pension plan in Germany related to our acquisition of Microsemi - CMPG in 2012 that covers employees with over ten years of active service and provides benefits based on length of service and final pensionable earnings. There are no segregated pension fund assets under this plan. The pension liability is insured and we have pledged the insurance contracts to the pensioners. Accordingly, the contracts are now considered to be a plan asset. As the plan assets are insurance contracts, the Company does not control the investment strategy and thus cannot influence the return on investments. The insurance payments are guaranteed by the insurer and should the insurer default on its obligation, the security fund for insurance companies in Germany would assume the contracts. As of September 29, 2013, the fair value of plan assets was $5.6 million and benefit obligations were $7.5 million. During 2012, we recorded an unrealized actuarial loss on pension benefits of $1.2 million in other comprehensive income due to a reduction in the discount rate assumption used to determine benefit obligations from 4.0% to 3.2% and a reduction in the expected rate of return on plan assets from 4.8% to 4.0%. There are no employer contributions expected in the next twelve months. |
COMMITMENTS_AND_CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended | ||||||||||||||||||||||
Sep. 29, 2013 | |||||||||||||||||||||||
Commitments and Contingencies Disclosure [Abstract] | ' | ||||||||||||||||||||||
COMMITMENTS AND CONTINGENCIES | ' | ||||||||||||||||||||||
COMMITMENTS AND CONTINGENCIES | |||||||||||||||||||||||
Operating Leases | |||||||||||||||||||||||
We occupy premises and lease equipment under operating lease agreements expiring through 2029. The aggregate undiscounted future minimum rental payments under these leases are as follows (amounts in thousands): | |||||||||||||||||||||||
2014 | 2015 | 2016 | 2017 | 2018 | Thereafter | ||||||||||||||||||
$ | 19,884 | $ | 16,950 | $ | 15,210 | $ | 13,718 | $ | 11,631 | $ | 30,753 | ||||||||||||
Lease expense charged to income was $20.2 million in 2013, $21.4 million in 2012 and $13.6 million in 2011. | |||||||||||||||||||||||
Contingencies | |||||||||||||||||||||||
In Broomfield, Colorado, the owner of a property located adjacent to a manufacturing facility owned by one of our subsidiaries, Microsemi Corp. – Colorado had notified the subsidiary and other parties of a claim that contaminants migrated to his property, thereby diminishing its value. In August 1995, the subsidiary, together with Coors Porcelain Company, FMC Corporation and Siemens Microelectronics, Inc. (former owners of the manufacturing facility), agreed to settle the claim and to indemnify the owner of the adjacent property for remediation costs. Although tricholorethylene and other contaminants previously used by former owners at the facility are present in soil and groundwater on the subsidiary’s property, we vigorously contest any assertion that our subsidiary caused the contamination. In November 1998, we signed an agreement with the three former owners of this facility whereby they have 1) reimbursed us for $0.5 million of past costs, 2) assumed responsibility for 90% of all future clean-up costs, and 3) promised to indemnify and protect us against any and all third-party claims relating to the contamination of the facility. An Integrated Corrective Action Plan was submitted to the State of Colorado. Sampling and management plans were prepared for the Colorado Department of Public Health & Environment. State and local agencies in Colorado are reviewing current data and considering study and cleanup options. The most recent forecast estimated that the total project cost, up to the year 2020, would be approximately $5.3 million; accordingly, we recorded a one-time charge of $0.5 million for this project in 2003. There has not been any significant development since September 28, 2003. | |||||||||||||||||||||||
We are generally self-insured for losses and liabilities related to workers’ compensation and employer’s liability insurance. Accrued workers’ compensation liability was $1.5 million and $1.4 million at September 29, 2013 and September 30, 2012, respectively. Our self-insurance accruals are based on estimates and, while we believe that the amounts accrued are adequate, the ultimate claims may be in excess of the amounts provided. | |||||||||||||||||||||||
On December 8, 2010, Intellectual Ventures I LLC and Intellectual Ventures II LLC filed a complaint in the United States District Court for the District of Delaware against Altera Corporation, Microsemi, and Lattice Semiconductor Corporation. On February 15, 2011, the plaintiffs filed an amended complaint adding Xilinx, Inc. as a defendant. The complaint alleges, inter alia, that programmable logic devices manufactured and sold by our subsidiary Microsemi - SoC infringe United States Patent Numbers 5,687,325, 6,260,087 and 6,272,646 assigned to Intellectual Ventures II LLC, and seeks damages and other relief at law or in equity as the court deems appropriate. In January 2013, the parties settled this matter as it pertains to Microsemi and the action against us was dismissed by the court. The resolution of this matter did not have a material adverse effect on our financial position, results of operations or cash flows. | |||||||||||||||||||||||
We are involved in pending litigation, administrative and similar matters arising out of the normal conduct of our business, including litigation relating to acquisitions, employment matters, commercial transactions, contracts, environmental matters and matters related to compliance with governmental regulations. The ultimate aggregate amount of monetary liability or financial impact with respect to these matters is subject to many uncertainties and is therefore not predictable with assurance. In the opinion of management, the final outcome of these matters, if they are adverse, will not have a material adverse effect on our financial position, results of operations or cash flows. However, there can be no assurance with respect to such result, and monetary liability, financial impact or other sanctions imposed on us from these matters could differ materially from those projected. |
RESTRUCTURING_CHARGES_AND_SEVE
RESTRUCTURING CHARGES AND SEVERANCE CHARGES | 12 Months Ended | ||||||||||||||||
Sep. 29, 2013 | |||||||||||||||||
Restructuring and Related Activities [Abstract] | ' | ||||||||||||||||
RESTRUCTURING CHARGES AND SEVERANCE CHARGES | ' | ||||||||||||||||
RESTRUCTURING CHARGES AND SEVERANCE CHARGES | |||||||||||||||||
In 2009, we approved consolidation plans that resulted in the closure of our manufacturing facility in Scottsdale, Arizona (“Scottsdale”), which ceased production during the quarter ended April 3, 2011. The Scottsdale facility occupied a 135,000 square foot leased facility. Employee severance is expected to be paid through 2013. Facility termination costs relate primarily to remaining obligations under facility and equipment leases and are expected to be paid through 2016. The following table reflects the restructuring activities for the Scottsdale facility and the accrued liabilities in the consolidated balance sheets at the dates below (amounts in thousands): | |||||||||||||||||
Employee | Facility | Total | |||||||||||||||
Severance | Termination | ||||||||||||||||
Costs | |||||||||||||||||
Balance at September 30, 2012 | $ | 117 | $ | 5,848 | $ | 5,965 | |||||||||||
Reversal of prior provision | (117 | ) | — | (117 | ) | ||||||||||||
Cash expenditures | — | (1,341 | ) | (1,341 | ) | ||||||||||||
Balance at September 29, 2013 | $ | — | $ | 4,507 | $ | 4,507 | |||||||||||
At September 30, 2012, we had recorded severance accruals of $2.3 million from reductions in force at our various facilities other than Scottsdale. We recorded additional provisions, primarily related to activities at Microsemi - CMPG, for severance and retention payments totaling $10.0 million in 2013. Provisions for severance covered approximately 200 individuals in manufacturing, engineering and sales. Employee severance is expected to be paid within the next twelve months. Contract termination costs relate primarily to remaining obligations under facility leases and are expected to be paid through 2020. Other associated costs related primarily to relocation costs that we incurred for the consolidation of several facilities in Northern California. The following table reflects the related restructuring activities and the accrued liabilities in the consolidated balance sheets at the dates below (amounts in thousands): | |||||||||||||||||
Employee | Contract Termination Costs | Other Associated Costs | Total | ||||||||||||||
Severance | |||||||||||||||||
Balance at September 30, 2012 | $ | 2,122 | $ | 190 | $ | — | $ | 2,312 | |||||||||
Provisions | 9,380 | 539 | 96 | 10,015 | |||||||||||||
Cash expenditures | (9,479 | ) | (344 | ) | (96 | ) | (9,919 | ) | |||||||||
Other non-cash settlement | (197 | ) | (6 | ) | — | (203 | ) | ||||||||||
Balance at September 29, 2013 | $ | 1,826 | $ | 379 | $ | — | $ | 2,205 | |||||||||
SEGMENT_INFORMATION
SEGMENT INFORMATION | 12 Months Ended | |||||||||||
Sep. 29, 2013 | ||||||||||||
Segment Reporting [Abstract] | ' | |||||||||||
SEGMENT INFORMATION | ' | |||||||||||
SEGMENT INFORMATION | ||||||||||||
We manage our business on the basis of one reportable segment, as a manufacturer of semiconductors in different geographic areas, including the United States, Europe and Asia. We derive revenue from sales of our high-performance analog/mixed-signal integrated circuits and power and high-reliability individual component semiconductors. These products include individual components as well as integrated circuit solutions that enhance customer designs by improving performance, reliability and battery optimization, reducing size or protecting circuits. The principal markets that we serve include Communications, Defense & Security, Aerospace and Industrial. We evaluate sales by end-market based on our understanding of end market uses of our products. | ||||||||||||
Net sales based on a customer's ship-to location and by estimated end market are as follows (amounts in thousands): | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Net Sales: | ||||||||||||
United States | $ | 514,632 | $ | 501,257 | $ | 452,802 | ||||||
Europe | 142,343 | 165,942 | 186,505 | |||||||||
Asia | 292,589 | 320,430 | 181,440 | |||||||||
Other | 26,380 | 24,866 | 15,107 | |||||||||
Total | $ | 975,944 | $ | 1,012,495 | $ | 835,854 | ||||||
Aerospace | $ | 187,006 | $ | 212,293 | $ | 212,127 | ||||||
Communications | 278,126 | 311,952 | 148,792 | |||||||||
Defense & Security | 306,311 | 286,430 | 299,503 | |||||||||
Industrial | 204,501 | 201,820 | 175,432 | |||||||||
Total | $ | 975,944 | $ | 1,012,495 | $ | 835,854 | ||||||
As a percentage of consolidated net sales, customers with a ship-to location in Hong Kong totaled 11% in 2012 and there were no countries exceeding 10% in 2011 and 2013. We began reporting net sales by geographic area based on a customer's ship-to location in 2013 and prior year amounts reported conform to current year presentation. | ||||||||||||
Property and equipment, net by geographic area are as follows (amounts in thousands): | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
United States | $ | 100,736 | $ | 93,496 | $ | 69,647 | ||||||
Europe | 12,558 | 13,253 | 12,632 | |||||||||
Asia | 10,209 | 7,912 | 7,643 | |||||||||
Other | 1,655 | 1,485 | — | |||||||||
Total | $ | 125,158 | $ | 116,146 | $ | 89,922 | ||||||
UNAUDITED_SELECTED_QUARTERLY_F
UNAUDITED SELECTED QUARTERLY FINANCIAL DATA | 12 Months Ended | |||||||||||||||
Sep. 29, 2013 | ||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | ' | |||||||||||||||
UNAUDITED SELECTED QUARTERLY FINANCIAL DATA | ' | |||||||||||||||
UNAUDITED SELECTED QUARTERLY FINANCIAL DATA | ||||||||||||||||
Selected quarterly financial data are as follows (amounts in thousands, except earnings per share): | ||||||||||||||||
Quarters ended in fiscal year 2013 | ||||||||||||||||
September 29, | June 30, | March 31, | December 30, | |||||||||||||
2013 | 2013 | 2013 | 2012 | |||||||||||||
Net sales | $ | 250,383 | $ | 242,630 | $ | 235,333 | $ | 247,598 | ||||||||
Gross profit | $ | 142,838 | $ | 138,312 | $ | 133,465 | $ | 142,573 | ||||||||
Net income (loss) | $ | 14,086 | $ | 18,279 | $ | (2,905 | ) | $ | 14,214 | |||||||
Basic earnings (loss) per share | $ | 0.16 | $ | 0.2 | $ | (0.03 | ) | $ | 0.16 | |||||||
Diluted earnings (loss) per share | $ | 0.15 | $ | 0.2 | $ | (0.03 | ) | $ | 0.16 | |||||||
Quarters ended in fiscal year 2012 | ||||||||||||||||
September 30, | July 1, | April 1, | January 1, | |||||||||||||
2012 | 2012 | 2012 | 2012 | |||||||||||||
Net sales | $ | 263,074 | $ | 259,195 | $ | 249,306 | $ | 240,920 | ||||||||
Gross profit | $ | 150,426 | $ | 144,593 | $ | 131,868 | $ | 125,736 | ||||||||
Net income (loss) | $ | 11,593 | $ | 8,126 | $ | (4,792 | ) | $ | (44,602 | ) | ||||||
Basic earnings (loss) per share | $ | 0.13 | $ | 0.09 | $ | (0.06 | ) | $ | (0.52 | ) | ||||||
Diluted earnings (loss) per share | $ | 0.13 | $ | 0.09 | $ | (0.06 | ) | $ | (0.52 | ) | ||||||
SUBSEQUENT_EVENT
SUBSEQUENT EVENT | 12 Months Ended |
Sep. 29, 2013 | |
Subsequent Events [Abstract] | ' |
SUBSEQUENT EVENT | ' |
SUBSEQUENT EVENT | |
On October 21, 2013, we entered into the Merger Agreement , pursuant to which, and on the terms and subject to the conditions thereof, PETT Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Microsemi, commenced a cash tender offer on October 28, 2013 to purchase all of the outstanding shares of Symmetricom’s common stock at a purchase price of $7.18 per share. We estimate that the total amount of funds required to purchase all of Symmetricom's shares pursuant to the Offer and consummate the Merger is approximately $324 million. Microsemi expects to obtain the necessary funds from credit facilities for which Microsemi has received a commitment letter as described below, alternative financing or existing cash balances. The Tender Offer is scheduled to expire on November 25, 2013. | |
Also on October 21, 2013, we entered into a commitment letter with MSSF pursuant to which MSSF has committed to provide a $150 million incremental term loan facility (the “Incremental Term Facility”) which was syndicated on November 1, 2013. The Incremental Term Facility is available to (i) finance the Tender Offer, (ii) repay any existing indebtedness of Symmetricom following the consummation of the merger, and (iii) pay fees and expenses related to the merger. Interest under the Incremental Term Facility is, at Microsemi’s option, Base Rate or LIBOR, plus a margin of 1.50% for Base Rate-based loans and 2.75% for LIBOR-based loans with a 0.75% LIBOR floor. The covenants under the Incremental Term Facility are consistent with those in our existing Credit Agreement. |
VALUATION_AND_QUALIFYING_ACCOU
VALUATION AND QUALIFYING ACCOUNTS | 12 Months Ended | |||||||||||||||||||
Sep. 29, 2013 | ||||||||||||||||||||
Valuation and Qualifying Accounts [Abstract] | ' | |||||||||||||||||||
VALUATION AND QUALIFYING ACCOUNTS | ' | |||||||||||||||||||
SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS | ||||||||||||||||||||
(amounts in thousands) | ||||||||||||||||||||
Column A | Column B | Column C | Column D | Column E | Column F | |||||||||||||||
Classification | Balance at | Charged | Charged | Deductions- | Balance | |||||||||||||||
beginning | to costs and | to other | recoveries and | at end of | ||||||||||||||||
of period | expenses | accounts | write-offs | period | ||||||||||||||||
Allowance for doubtful accounts | ||||||||||||||||||||
October 2, 2011 | $ | 1,978 | $ | 690 | $ | — | $ | (519 | ) | $ | 2,149 | |||||||||
30-Sep-12 | $ | 2,149 | $ | (497 | ) | $ | — | $ | (29 | ) | $ | 1,623 | ||||||||
29-Sep-13 | $ | 1,623 | $ | (43 | ) | $ | — | $ | (377 | ) | $ | 1,203 | ||||||||
Tax valuation allowance | ||||||||||||||||||||
October 2, 2011 | $ | 37,604 | $ | (22,887 | ) | $ | 2,086 | $ | — | $ | 16,803 | |||||||||
30-Sep-12 | $ | 16,803 | $ | 27,729 | $ | 151,615 | $ | — | $ | 196,147 | ||||||||||
29-Sep-13 | $ | 196,147 | $ | 18,841 | $ | (4,915 | ) | $ | — | $ | 210,073 | |||||||||
DESCRIPTION_OF_BUSINESS_AND_SU1
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended | |
Sep. 29, 2013 | ||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | |
Fiscal Year | ' | |
Fiscal Year | ||
We report results of operations on the basis of fifty-two and fifty-three week periods. The fiscal year ended on September 29, 2013, September 30, 2012, and October 2, 2011 consisted of fifty-two weeks. In referencing a year, we are referring to the fiscal year ended on the Sunday generally closest to September 30. | ||
Principles of Consolidation and Presentation of Financial Information | ' | |
Principles of Consolidation and Presentation of Financial Information | ||
The consolidated financial statements include the accounts of Microsemi and our subsidiaries. All intercompany transactions and balances have been eliminated. | ||
Use of Estimates | ' | |
Use of Estimates | ||
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the respective reporting periods. Actual results could differ from those estimates. | ||
Cash and Cash Equivalents | ' | |
Cash and Cash Equivalents | ||
We consider all short-term, highly liquid investments with maturities of three months or less at date of acquisition to be cash equivalents. | ||
Accounts receivable and allowance for doubtful accounts | ' | |
Accounts receivable and allowance for doubtful accounts | ||
Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The accounts receivable amount shown in the balance sheet are trade accounts receivable balances at the respective dates, net of allowance for doubtful accounts. The allowance for doubtful accounts is our best estimate of the amount of probable credit losses in our existing accounts receivable. We determine the allowance based in part on our historical write-off experience and specific review of account balances due. Past due balances are reviewed individually for collectability. All other balances are reviewed on a pooled basis by type of receivable. Account balances are charged off against the allowance when we determine that it is probable the receivable will not be recovered. We review our allowance for doubtful accounts quarterly. We do not have any off-balance-sheet credit exposure related to our customers. To date, our allowance for doubtful accounts has generally been within management’s estimates. | ||
Inventories | ' | |
Inventories | ||
Inventories are stated at the lower of cost, as determined using the first-in, first-out (“FIFO”) method, or market. Costs include materials, labor and manufacturing overhead. We evaluate the carrying value of our inventories taking into account such factors as historical and anticipated future sales compared with quantities on hand and the price we expect to obtain for our products in their respective markets. We also evaluate the composition of our inventories to identify any slow-moving or obsolete products. Additionally, inventory write-downs are made based upon such judgments for any inventories that are identified as having a net realizable value less than their cost, which is further reduced by related selling expenses. The net realizable value of our inventories for ongoing operations has generally been within management’s estimates. We have recorded inventory write-downs for discontinued product lines that did not meet gross margin targets, products that are being migrated to newer generations, products that service the large capital spending end markets for which demand has declined, products related to facility closures and losses related to flooding of a facility in Thailand. | ||
Fair Value of Financial Assets and Liabilities | ' | |
Fair Value of Financial Assets and Liabilities | ||
Accounting Standards Codification (“ASC”) 825 permits entities to elect the fair value option for certain financial assets and financial liabilities. For financial assets or financial liabilities for which an entity elects the fair value option, ASC 825 requires that the entity record the financial asset or financial liability at fair value rather than at historical cost with changes in fair value recorded in the income statement. ASC 825-25 requires that upfront costs and fees related to items for which the fair value option is elected shall be recognized in earnings as incurred and not deferred. As further discussed in Note 8, we elected the fair value option in accounting for the term loan balance outstanding as of October 2, 2011. Following the extinguishment of the term loan in conjunction with our acquisition of Zarlink, we did not elect the fair value option and are reporting new term loan balances subsequent to October 2, 2011, at par value. | ||
Property and Equipment | ' | |
Property and Equipment | ||
Property and equipment are stated at lower of cost or realizable values. Depreciation is computed on the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized over the shorter of the lease terms or the estimated useful lives. Maintenance and repairs are charged to expense as incurred and the costs of additions and betterments that increase the useful lives of the assets are capitalized. | ||
Long-Lived Assets | ' | |
Long-Lived Assets | ||
We assess the impairment of long-lived assets whenever events or changes in circumstances indicate that their carrying value may not be recoverable from the undiscounted estimated future cash flows expected to result from their use. We are required to make judgments and assumptions in identifying those events or changes in circumstances that may trigger impairment. Some of the factors we consider include: | ||
• | Significant decrease in the market value of an asset. | |
• | Significant changes in the extent or manner for which the asset is being used or in its physical condition including manufacturing plant closures. | |
• | A significant change, delay or departure in our business strategy related to the asset. | |
• | Significant negative changes in the business climate, industry or economic conditions. | |
• | Current period operating losses or negative cash flow combined with a history of similar losses or a forecast that indicates continuing losses associated with the use of an asset. | |
If events or circumstances indicate that the carrying amount of a long-lived asset or asset group may not be recoverable and the expected undiscounted future cash flows attributable to the asset group are less than the carrying value, an impairment loss equal to the excess of the carrying value of the assets within the asset group over their fair value is recorded. The appropriate asset group is determined based on the lowest level of largely independent cash inflows and outflows for the related assets. Depending on the nature of the primary assets in the asset group, fair value is estimated using one of several approaches including replacement cost, appraised values, market quotes or estimated expected future cash flows using a discount rate commensurate with the risk involved. | ||
Goodwill and Intangible Assets | ' | |
Goodwill and Intangible Assets | ||
We account for goodwill on an impairment-only approach and amortize intangible assets with definite useful lives over the benefit period, which approximates straight-line expense over the respective useful lives. We assess qualitative factors to determine whether it is more likely than not that an indefinite-lived intangible asset such as goodwill is impaired as the basis for determining whether a quantitative impairment test is required. We assess definite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be fully recoverable. Whenever we determine that there has been an impairment of goodwill or other intangible assets with indefinite lives, we will record an impairment charge against earnings. We operate as one reporting unit and an impairment charge would equal the excess of the carrying value of goodwill in our one reporting unit over its then fair value. The identification of intangible assets and determination of the fair value and useful lives are subjective in nature and often involve the use of significant estimates and assumptions. The judgments made in determining the estimated useful lives assigned to each class of assets can significantly affect net income. | ||
Revenue Recognition, Sales Returns and Allowances | ' | |
Revenue Recognition, Sales Returns and Allowances | ||
We primarily recognize revenue from customers, including distributors, when title and risk of loss have passed to the customer provided that: 1) evidence of an arrangement exists; 2) delivery has occurred; 3) the fee is fixed or determinable; and 4) collectability is reasonably assured. For substantially all sales, revenue is recognized at the time the product is shipped. | ||
We enter into distribution agreements that permit rights to limited stock rotations, returns, price protection, and volume purchase and other discounts. We provide an estimated allowance for these rights and record a corresponding reductions in revenue. Our estimated allowance is based on several factors including past history and notification from customers of pending activity. Actual activity under such rights have been within management’s expectations. | ||
We also derive a portion of our revenue from fixed-price contracts. Revenue for these contracts is recorded under a percentage of completion method, which is based on the ratio of total costs incurred to date to estimated total costs at completion. Gross profit expected to be realized on fixed-price contracts is based on periodic estimates of total revenues and costs for each contract. Losses on contracts are accrued when estimated total costs exceed total revenues. Occasionally, we will enter into contracts on a cost plus fee basis. We recognize revenue based on reimbursements for actual expenses plus the contractually agreed upon fee with the customer. | ||
Research and Development | ' | |
Research and Development | ||
We expense the cost of research and development as incurred. Research and development expenses principally comprise payroll and related costs, supplies, and the cost of prototypes. | ||
Restructuring Charges | ' | |
Restructuring Charges | ||
We recognize a liability for restructuring costs when the liability is incurred. The restructuring accruals are based upon management estimates at the time they are recorded and can change depending upon changes in facts and circumstances subsequent to the date the original liability is recorded. The main components of our restructuring charges are workforce reductions and elimination of excess facilities. Workforce-related charges are accrued when it is determined that a liability exists, which is generally when individuals have been notified of their expected termination dates and expected severance payments or when formal severance plans exist, when the severance payments are probable and reasonably estimable. The elimination of excess facilities results in charges for lease termination fees, future contractual commitments to pay lease charges net of estimated sublease income, facility remediation costs and moving costs to remove property and equipment from the facilities. We recognize charges for elimination of excess facilities when we have vacated the premises or ceased use of the facility. | ||
Stock-Based Compensation | ' | |
Stock-Based Compensation | ||
Compensation expense for stock options and stock appreciation rights was calculated based on the grant or assumption date using the Black-Scholes pricing model. All stock appreciation rights we have granted or assumed are stock-settled. Stock options and stock appreciation rights are granted at exercise prices equal to the closing price of our common stock on the date of grant. Assumed stock options and stock appreciation rights are granted at exercise prices determined in accordance with the acquisition agreement. Expected life was estimated based on historical exercise data that was stratified between members of the Board of Directors, executive employees and all other recipients. Expected volatility was estimated based on historical volatility using equally weighted daily price observations over a period approximately equal to the expected life of each option. The risk free interest rate is based on the implied yield currently available on U.S. Treasury securities with an equivalent remaining term. No dividends are expected to be paid. | ||
Compensation expense for restricted stock awards was calculated based on the closing price of our common stock on the date of grant. Restricted stock awards are subject to forfeiture if a participant does not meet length of service requirements. | ||
Performance stock units granted in 2012 will vest based on the Company's growth in net sales and earnings per share (subject to certain adjustments) for 2012 and 2013 in comparison with the growth in net sales and adjusted earnings per share over the same period for a peer group selected by the Compensation Committee. For these performance stock units, 50% of each performance-based award opportunity will be subject to the net sales metric for the performance period and 50% will be subject to the earnings per share metric for the performance period. | ||
Performance stock units granted in 2013 will vest based on the Company achieving net sales and earnings per share (subject to certain adjustments) levels for 2013, 2014 and 2015. For these performance stock units, 25% of each performance-based award opportunity will be subject to the net sales metric for the performance period and 75% will be subject to the earnings per share metric for the performance period. | ||
Compensation expense for our performance stock units is based upon our estimate of performance relative to a peer group for the 2012 grant and our expected performance over the performance period for the 2013 grant. The maximum percentage for a particular metric is 200% of the “target” number of units subject to the award related to that metric. For performance stock units granted in 2013, the maximum percentage is further adjusted by the Company's total shareholder return relative to a peer group selected by the Compensation Committee, up to a maximum of 125%. We continually update our estimates with respect to our performance stock units and compared to the estimates used prior to 2013, our updated estimates had the impact of reducing stock-based compensation expense by $4.0 million for 2013. | ||
Accounting For Income Taxes | ' | |
Accounting For Income Taxes | ||
We account for income taxes under the asset and liability method, whereby deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply in the years in which those temporary differences are expected to be recovered or settled. 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. We evaluate the need to establish a valuation allowance for deferred tax assets based upon the amount of existing temporary differences, the period in which they are expected to be recovered and expected levels of taxable income. A valuation allowance to reduce deferred tax assets is established when it is more likely than not that some or all of the deferred tax assets will not be realized. We recognize uncertain tax positions when they meet a more-likely-than-not threshold. We recognize potential accrued interest and penalties related to unrecognized tax benefits as income tax expense. | ||
Segment Information | ' | |
Segment Information | ||
We use the management approach for segment disclosure, which designates the internal organization that is used by management for making operating decisions and assessing performance as the source of our reportable segments. We manage our business on the basis of one reportable segment, as a manufacturer of semiconductors in different geographic areas, including the United States, Europe and Asia. | ||
Foreign Currency | ' | |
Foreign Currency | ||
All of our significant subsidiaries outside the United States use the United States Dollar (“USD”) as their functional currency. We have one subsidiary in China that uses the Chinese RMB as its functional currency. For subsidiaries that use USD as the functional currency, assets and liabilities are remeasured to USD at the exchange rate in effect at the balance sheet date except for non-monetary assets and capital accounts which are measured at historical rates; revenues, expenses, gains and losses are remeasured at rates of exchange that approximate the rates in effect at the transaction date. For subsidiaries that use the local currency as the functional currency, all assets and liabilities are remeasured to USD using exchange rates in effect at the end of the period. Resulting translation gains or losses are recognized as a component of other comprehensive income. We also conduct a relatively small portion of our business in a number of foreign currencies, principally the European Union Euro, Canadian Dollar, British Pound, Israeli Shekel and Chinese RMB. | ||
Earnings Per Share | ' | |
Earnings Per Share | ||
Basic earnings per share have been computed based upon the weighted-average number of common shares outstanding during the respective periods. Diluted earnings per share have been computed, when the result is dilutive, using the treasury stock method for stock awards outstanding during the respective periods. | ||
Concentration of Credit Risk and Foreign Sales | ' | |
Concentration of Credit Risk and International Sales | ||
Concentrations of credit risk exist because we rely on a significant portion of customers whose principal sales are to the U.S. Government. Approximately 31% of total net sales in 2013 were in the Defense & Security end market, with a very significant amount of these sales to customers whose principal sales are to the U.S. Government or to subcontractors whose material sales are to the U.S. Government. We, as a subcontractor, sell our products to higher-tier subcontractors or to prime contractors based upon purchase orders that usually do not contain all of the conditions included in the prime contract with the U.S. Government. However, these sales are usually subject to termination and/or price renegotiations by virtue of their reference to a U.S. Government prime contract. Therefore, we believe that all of our product sales that ultimately are sold to the U.S. Government may be subject to termination, at the convenience of the U.S. Government or to price renegotiations under the Renegotiation Act. In addition, the shutdown of non-essential U.S. Government services in October 2013 and any future government shutdowns may significantly increase the risk of contract terminations or renegotiations. At least one of our contracts has been terminated in the past due to the termination of the underlying government contract. There can be no assurance that we will not have contract termination or price renegotiation in the future, and any such termination or renegotiation could have a material adverse impact upon our revenues and results of operations. | ||
In addition, net sales from international markets represent a significant portion of total net sales. Our net sales to international customers represented approximately 47% for 2013, 50% for 2012 and 46% for 2011. These sales were principally to customers in Europe and Asia. We maintain reserves for potential credit losses and such losses have been within management’s expectations. |
DESCRIPTION_OF_BUSINESS_AND_SU2
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended | |||||||||||
Sep. 29, 2013 | ||||||||||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | |||||||||||
Earnings Per Share | ' | |||||||||||
Earnings per share for 2013, 2012 and 2011 were calculated as follows (amounts in thousands, except per share data): | ||||||||||||
Fiscal Years | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
BASIC | ||||||||||||
Net income (loss) | $ | 43,674 | $ | (29,675 | ) | $ | 55,730 | |||||
Weighted-average common shares outstanding | 89,508 | 85,837 | 83,916 | |||||||||
Basic earnings (loss) per share | $ | 0.49 | $ | (0.35 | ) | $ | 0.66 | |||||
DILUTED | ||||||||||||
Net income (loss) | $ | 43,674 | $ | (29,675 | ) | $ | 55,730 | |||||
Weighted-average common shares outstanding for basic | 89,508 | 85,837 | 83,916 | |||||||||
Dilutive effect of stock awards | 1,820 | — | 1,831 | |||||||||
Weighted-average common shares outstanding on a diluted basis | 91,328 | 85,837 | 85,747 | |||||||||
Diluted earnings (loss) per share | $ | 0.48 | $ | (0.35 | ) | $ | 0.65 | |||||
ACQUISITIONS_Tables
ACQUISITIONS (Tables) | 12 Months Ended | |||||||
Sep. 29, 2013 | ||||||||
Business Combinations [Abstract] | ' | |||||||
Business Acquisition, Pro Forma Information | ' | |||||||
Supplemental pro forma data for the fiscal years in the period ended September 29, 2013 is as follows (amounts in thousands, except per share data) (unaudited): | ||||||||
2012 | 2011 | |||||||
Net sales | $ | 1,019,329 | $ | 1,095,481 | ||||
Net income | $ | 10,002 | $ | 65,804 | ||||
Net income per share: | ||||||||
Basic | $ | 0.12 | $ | 0.78 | ||||
Diluted | $ | 0.11 | $ | 0.77 | ||||
INVENTORIES_Tables
INVENTORIES (Tables) | 12 Months Ended | |||||||
Sep. 29, 2013 | ||||||||
Inventory Disclosure [Abstract] | ' | |||||||
Inventories | ' | |||||||
Inventories are summarized as follows (amounts in thousands): | ||||||||
September 29, | September 30, | |||||||
2013 | 2012 | |||||||
Raw materials | $ | 36,436 | $ | 39,094 | ||||
Work in progress | 86,762 | 90,920 | ||||||
Finished goods | 38,788 | 29,041 | ||||||
$ | 161,986 | $ | 159,055 | |||||
PROPERTY_AND_EQUIPMENT_Tables
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended | |||||||||
Sep. 29, 2013 | ||||||||||
Property, Plant and Equipment [Abstract] | ' | |||||||||
Components of Property Plant and Equipment | ' | |||||||||
Property and equipment consisted of the following components (amounts in thousands): | ||||||||||
Asset Life | September 29, | September 30, | ||||||||
2013 | 2012 | |||||||||
Buildings | 20-40 years | $ | 37,773 | $ | 39,310 | |||||
Machinery and equipment | 3-10 years | 328,652 | 284,925 | |||||||
Furniture and fixtures | 5-10 years | 10,918 | 9,908 | |||||||
Leasehold improvements | Shorter of asset life or life of lease | 38,698 | 30,516 | |||||||
416,041 | 364,659 | |||||||||
Accumulated depreciation | (303,529 | ) | (257,563 | ) | ||||||
Land | 1,725 | 1,725 | ||||||||
Construction in progress | 10,921 | 7,325 | ||||||||
$ | 125,158 | $ | 116,146 | |||||||
GOODWILL_AND_INTANGIBLE_ASSETS1
GOODWILL AND INTANGIBLE ASSETS, NET (Tables) | 12 Months Ended | |||||||||||||||||||||||
Sep. 29, 2013 | ||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||||||||||||||||||
Goodwill and Intangible Assets | ' | |||||||||||||||||||||||
Goodwill and intangible assets, net consisted of the following components (amounts in thousands): | ||||||||||||||||||||||||
29-Sep-13 | 30-Sep-12 | Life | ||||||||||||||||||||||
Gross | Accumulated | Gross | Accumulated | (in years) | ||||||||||||||||||||
Carrying | Amortization | Carrying | Amortization | |||||||||||||||||||||
Value | Value | |||||||||||||||||||||||
Amortizable intangible assets | ||||||||||||||||||||||||
Completed technology | $ | 309,470 | $ | (157,472 | ) | $ | 309,470 | $ | (118,463 | ) | 2 to 15 | |||||||||||||
Customer relationships | 270,030 | (107,474 | ) | 270,030 | (64,885 | ) | 4 to 15 | |||||||||||||||||
Backlog | — | — | 15,960 | (15,333 | ) | 1 to 2 | ||||||||||||||||||
Other | 13,341 | (12,720 | ) | 13,341 | (10,129 | ) | 5 | |||||||||||||||||
$ | 592,841 | $ | (277,666 | ) | $ | 608,801 | $ | (208,810 | ) | |||||||||||||||
Non-amortizing intangible assets | ||||||||||||||||||||||||
Goodwill | $ | 790,236 | $ | 790,236 | ||||||||||||||||||||
Reconciliation of Goodwill | ' | |||||||||||||||||||||||
A reconciliation of our goodwill for the years ended September 29, 2013 and September 30, 2012 is as follows (amounts in thousands): | ||||||||||||||||||||||||
29-Sep-13 | 30-Sep-12 | |||||||||||||||||||||||
Beginning balance | $ | 790,236 | $ | 491,079 | ||||||||||||||||||||
Additions from acquisitions | — | 300,266 | ||||||||||||||||||||||
Post-acquisition adjustments | — | (1,109 | ) | |||||||||||||||||||||
Ending balance | $ | 790,236 | $ | 790,236 | ||||||||||||||||||||
Estimated Amortization Expense | ' | |||||||||||||||||||||||
Estimated amortization expense in each of the five succeeding years and thereafter is as follows (amounts in thousands): | ||||||||||||||||||||||||
Fiscal Year | ||||||||||||||||||||||||
2014 | 2015 | 2016 | 2017 | 2018 | Thereafter | |||||||||||||||||||
Amortization expense | $ | 79,399 | $ | 73,162 | $ | 69,565 | $ | 66,400 | $ | 23,775 | $ | 2,874 | ||||||||||||
ACCRUED_LIABILITIES_Tables
ACCRUED LIABILITIES (Tables) | 12 Months Ended | |||||||
Sep. 29, 2013 | ||||||||
Accounts Payable and Accrued Liabilities, Current [Abstract] | ' | |||||||
Components of Accrued Liabilities | ' | |||||||
Accrued liabilities consisted of the following components (amounts in thousands): | ||||||||
September 29, | September 30, | |||||||
2013 | 2012 | |||||||
Payroll, bonus and employee benefits | $ | 24,649 | $ | 43,219 | ||||
Outside services | 10,258 | 11,826 | ||||||
Restructuring and severance | 6,537 | 8,277 | ||||||
Deferred revenue | 5,077 | 1,566 | ||||||
Warranties | 2,809 | 2,472 | ||||||
Commissions | 2,799 | 2,900 | ||||||
Income taxes | 2,291 | 1,036 | ||||||
Interest | 1,276 | 1,720 | ||||||
Licenses | 786 | 1,688 | ||||||
Other | 6,520 | 5,520 | ||||||
$ | 63,002 | $ | 80,224 | |||||
INCOME_TAXES_Tables
INCOME TAXES (Tables) | 12 Months Ended | |||||||||||
Sep. 29, 2013 | ||||||||||||
Income Tax Disclosure [Abstract] | ' | |||||||||||
Pretax Income (Loss) | ' | |||||||||||
Pretax income (loss) was generated from the following sources for each of the three fiscal years in the period ended September 29, 2013 (amounts in thousands): | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Domestic | $ | (38,709 | ) | $ | (88,964 | ) | $ | (40,359 | ) | |||
Foreign | 94,772 | 74,239 | 62,408 | |||||||||
Total | $ | 56,063 | $ | (14,725 | ) | $ | 22,049 | |||||
Provision (Benefit) of Income Taxes | ' | |||||||||||
The provision (benefit) for income taxes consisted of the following components for each of the three fiscal years in the period ended September 29, 2013 (amounts in thousands): | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Current: | ||||||||||||
Federal | $ | 812 | $ | (16 | ) | $ | 314 | |||||
State | 806 | 228 | 10 | |||||||||
Foreign | 3,115 | 3,458 | 8,324 | |||||||||
Deferred: | ||||||||||||
Federal | 2,306 | 5,061 | (25,962 | ) | ||||||||
State | 1,385 | 2,255 | (1,609 | ) | ||||||||
Foreign | 3,965 | 3,964 | (14,758 | ) | ||||||||
$ | 12,389 | $ | 14,950 | $ | (33,681 | ) | ||||||
Reconciliation of income Tax Computed at the Federal Statutary Rate | ' | |||||||||||
The following is a reconciliation of income tax computed at the federal statutory rate to our actual tax expense for each of the three fiscal years in the period ended September 29, 2013 (amounts in thousands): | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Tax computed at federal statutory rate | $ | 19,622 | $ | (5,153 | ) | $ | 7,717 | |||||
State taxes, net of federal impact | (1,468 | ) | (3,244 | ) | (7,023 | ) | ||||||
Foreign income taxed at different rates | (21,705 | ) | (18,207 | ) | (9,830 | ) | ||||||
Tax credits and incentives | (5,418 | ) | (1,096 | ) | (4,234 | ) | ||||||
Stock award compensation | 197 | 295 | 347 | |||||||||
Unrecognized tax benefits | (392 | ) | 1,981 | 1,541 | ||||||||
Executive compensation | — | — | 444 | |||||||||
U.S. tax on foreign income | 1,374 | 18,150 | — | |||||||||
Income tax return to provision | (875 | ) | (3,153 | ) | 55 | |||||||
Non-deductible permanent items | 167 | 1,682 | 2,748 | |||||||||
Pre-acquisition loss carryforwards | 1,182 | (4,043 | ) | (2,298 | ) | |||||||
Withholding taxes | 700 | — | — | |||||||||
Other differences, net | 164 | 9 | (261 | ) | ||||||||
Valuation allowance | 18,841 | 27,729 | (22,887 | ) | ||||||||
$ | 12,389 | $ | 14,950 | $ | (33,681 | ) | ||||||
Components of Deferred Tax Assets (Liabilities) | ' | |||||||||||
The tax effected deferred tax assets (liabilities) are comprised of the following components (amounts in thousands): | ||||||||||||
September 29, | 30-Sep-12 | |||||||||||
2013 | ||||||||||||
Accounts receivable, net | $ | 945 | $ | 925 | ||||||||
Inventories | 9,264 | 12,109 | ||||||||||
Accrued employee benefit expenses | 4,230 | 5,230 | ||||||||||
Net operating losses | 140,555 | 127,603 | ||||||||||
Tax credits and incentives | 140,069 | 137,628 | ||||||||||
Accrued other expenses | 6,287 | 7,776 | ||||||||||
Deferred equity compensation | 14,845 | 14,111 | ||||||||||
Property and equipment, net | 3,242 | 3,152 | ||||||||||
Other assets | 9,797 | 17,155 | ||||||||||
Total deferred tax assets | 329,234 | 325,689 | ||||||||||
Intangible assets | (100,050 | ) | (101,250 | ) | ||||||||
Total deferred tax liabilities | (100,050 | ) | (101,250 | ) | ||||||||
Less valuation allowance | (210,073 | ) | (196,147 | ) | ||||||||
$ | 19,111 | $ | 28,292 | |||||||||
Unrecognized Tax Benefits | ' | |||||||||||
A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (amounts in thousands): | ||||||||||||
September 29, | September 30, | October 2, | ||||||||||
2013 | 2012 | 2011 | ||||||||||
Beginning gross unrecognized tax benefits | $ | 58,016 | $ | 32,370 | $ | 21,719 | ||||||
Additions based on tax positions related to the current year | 3,238 | 12,786 | 2,665 | |||||||||
Additions based on current year acquisitions | — | 10,615 | 8,164 | |||||||||
Additions based on tax positions of prior years | 12,845 | 2,605 | 382 | |||||||||
Reductions based on tax positions of prior years | (2,805 | ) | (169 | ) | — | |||||||
Reductions for lapses and settlements | (1,723 | ) | (191 | ) | (560 | ) | ||||||
Ending gross unrecognized tax benefit | $ | 69,571 | $ | 58,016 | $ | 32,370 | ||||||
CREDIT_AGREEMENT_AND_RELATED_I1
CREDIT AGREEMENT AND RELATED INSTRUMENTS (Tables) | 12 Months Ended | ||||
Sep. 29, 2013 | |||||
Debt Disclosure [Abstract] | ' | ||||
Interest Rate Margin on Debt | ' | ||||
The applicable interest rate margin per annum for each type of loan at September 29, 2013 is as follows: | |||||
Base Rate | Eurodollar Rate | ||||
Revolving and swingline loans | 3.50% | 4.50% | |||
Term loans | 1.75% | 2.75% |
OTHER_LONGTERM_LIABILITIES_Tab
OTHER LONG-TERM LIABILITIES (Tables) | 12 Months Ended | ||||||||||||||||||||||
Sep. 29, 2013 | |||||||||||||||||||||||
Other Liabilities Disclosure [Abstract] | ' | ||||||||||||||||||||||
Long-Term Liabilities Table | ' | ||||||||||||||||||||||
Other long-term liabilities consisted of (amounts in thousands): | |||||||||||||||||||||||
September 29, | September 30, | ||||||||||||||||||||||
2013 | 2012 | ||||||||||||||||||||||
Unrecognized tax benefits | $ | 16,546 | $ | 18,427 | |||||||||||||||||||
Deferred rent | 15,510 | 13,586 | |||||||||||||||||||||
Accrued pension and retirement | 7,164 | 6,429 | |||||||||||||||||||||
Capital leases | 2,873 | 2,889 | |||||||||||||||||||||
Interest rate swaps | 368 | 1,919 | |||||||||||||||||||||
Environmental | 372 | 406 | |||||||||||||||||||||
Other | 1,536 | 5,400 | |||||||||||||||||||||
Total | $ | 44,369 | $ | 49,056 | |||||||||||||||||||
Contractual Obligations Under Capital Obligation and Credit Facility | ' | ||||||||||||||||||||||
The contractual obligations under our capital lease at September 29, 2013 were (amounts in thousands): | |||||||||||||||||||||||
2014 | 2015 | 2016 | 2017 | 2018 | Thereafter | ||||||||||||||||||
$ | 292 | $ | 293 | $ | 293 | $ | 293 | $ | 293 | $ | 1,408 | ||||||||||||
STOCKBASED_COMPENSATION_Tables
STOCK-BASED COMPENSATION (Tables) | 12 Months Ended | |||||||||||||||
Sep. 29, 2013 | ||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | |||||||||||||||
Activity and Price Information Related to Stock Options and Stock Appreciation Rights | ' | |||||||||||||||
Activity and price information related to stock options and stock appreciation rights are as follows (quantity and intrinsic value in thousands): | ||||||||||||||||
Quantity | Weighted-Average Exercise Price | Intrinsic Value | Weighted Average Remaining Life (Years) | |||||||||||||
Outstanding at October 3, 2010 | 9,226 | $ | 20.65 | $ | 13,156 | 3.4 | ||||||||||
Granted | 12 | $ | 23.69 | |||||||||||||
Assumed from acquisition | 3,120 | $ | 13.56 | |||||||||||||
Exercised | (2,155 | ) | $ | 13.9 | $ | 18,558 | ||||||||||
Forfeited | (729 | ) | $ | 20.88 | ||||||||||||
Outstanding at October 2, 2011 | 9,474 | $ | 19.84 | 12,684 | 3.1 | |||||||||||
Exercised | (1,933 | ) | $ | 16.82 | $ | 7,619 | ||||||||||
Forfeited | (567 | ) | $ | 24.99 | ||||||||||||
Outstanding at September 30, 2012 | 6,974 | $ | 20.26 | $ | 21,557 | 2.5 | ||||||||||
Exercised | (1,944 | ) | $ | 14.16 | $ | 16,956 | ||||||||||
Forfeited | (348 | ) | $ | 24.33 | ||||||||||||
Outstanding at September 29, 2013 | 4,682 | $ | 22.49 | $ | 14,702 | 1.7 | ||||||||||
Exercisable at September 29, 2013 | 4,626 | $ | 22.6 | 14,143 | 1.6 | |||||||||||
Exercisable and expected to vest after September 29, 2013 | 4,682 | $ | 22.49 | $ | 14,702 | 1.7 | ||||||||||
Schedule Of Additional Information About Stock Options and Stock Appreciation Rights Outstanding | ' | |||||||||||||||
Quantity and weighted-average exercise prices related to stock options and stock appreciation rights outstanding as of September 29, 2013 and stratified by exercise price are as follows (quantity in thousands): | ||||||||||||||||
Exercisable | Outstanding | |||||||||||||||
Exercise Price | Quantity | Weighted-Average Exercise Price | Quantity | Weighted-Average Exercise Price | ||||||||||||
Less than $10.00 | 24 | $ | 7.5 | 30 | $ | 7.55 | ||||||||||
$10.00 to $20.00 | 1,281 | $ | 13.57 | 1,328 | $ | 13.6 | ||||||||||
Greater than $20.00 | 3,321 | $ | 26.19 | 3,324 | $ | 26.18 | ||||||||||
4,626 | $ | 22.6 | 4,682 | $ | 22.49 | |||||||||||
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | ' | |||||||||||||||
Weighted-average fair value and weighted-average assumptions used in the calculation of compensation expense are as follows. There were no stock options or stock appreciation rights granted in 2012 or 2013. | ||||||||||||||||
Fiscal Year Ended | Fair Value | Risk Free Rate | Expected Dividend Yield | Expected Life (Years) | Expected Volatility | |||||||||||
2-Oct-11 | $ | 7.42 | 0.2 | % | — | % | 1.1 | 41.6 | % | |||||||
Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity | ' | |||||||||||||||
Activity and price information related to restricted stock awards are as follows (quantity in thousands): | ||||||||||||||||
Quantity | Weighted-Average Grant Price | |||||||||||||||
Outstanding at October 3, 2010 | 1,916 | $ | 17.14 | |||||||||||||
Granted | 1,624 | $ | 20.88 | |||||||||||||
Vested | (1,265 | ) | $ | 17.98 | ||||||||||||
Assumed from acquisition | 252 | $ | 19.9 | |||||||||||||
Forfeited | (177 | ) | $ | 18.82 | ||||||||||||
Outstanding at October 2, 2011 | 2,350 | $ | 19.44 | |||||||||||||
Granted | 1,656 | $ | 19.41 | |||||||||||||
Vested | (1,281 | ) | $ | 19.27 | ||||||||||||
Forfeited | (70 | ) | $ | 19.34 | ||||||||||||
Outstanding at September 30, 2012 | 2,655 | $ | 19.51 | |||||||||||||
Granted | 1,887 | $ | 20.39 | |||||||||||||
Vested | (1,363 | ) | $ | 19.1 | ||||||||||||
Forfeited | (115 | ) | $ | 20.16 | ||||||||||||
Outstanding at September 29, 2013 | 3,064 | $ | 20.21 | |||||||||||||
Schedule of Nonvested Performance-based Units Activity | ' | |||||||||||||||
Activity and price information related to performance units are as follows (quantity report at target and in thousands): | ||||||||||||||||
Quantity | Weighted-Average Grant Price | |||||||||||||||
Outstanding at October 2, 2011 | — | $ | — | |||||||||||||
Granted | 350 | $ | 17.77 | |||||||||||||
Outstanding at September 30, 2012 | 350 | $ | 17.77 | |||||||||||||
Granted | 350 | $ | 21.62 | |||||||||||||
Vested | (105 | ) | $ | 17.77 | ||||||||||||
Outstanding at September 29, 2013 | 595 | $ | 20.03 | |||||||||||||
COMMITMENTS_AND_CONTINGENCIES_
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended | ||||||||||||||||||||||
Sep. 29, 2013 | |||||||||||||||||||||||
Commitments and Contingencies Disclosure [Abstract] | ' | ||||||||||||||||||||||
Aggregate Undiscounted Future Minimum Rental Payments | ' | ||||||||||||||||||||||
The aggregate undiscounted future minimum rental payments under these leases are as follows (amounts in thousands): | |||||||||||||||||||||||
2014 | 2015 | 2016 | 2017 | 2018 | Thereafter | ||||||||||||||||||
$ | 19,884 | $ | 16,950 | $ | 15,210 | $ | 13,718 | $ | 11,631 | $ | 30,753 | ||||||||||||
RESTRUCTURING_CHARGES_AND_SEVE1
RESTRUCTURING CHARGES AND SEVERANCE CHARGES (Tables) | 12 Months Ended | ||||||||||||||||
Sep. 29, 2013 | |||||||||||||||||
Scottsdale Facility | ' | ||||||||||||||||
Reflects the restructuring activities and the accrued liabilities | ' | ||||||||||||||||
The following table reflects the restructuring activities for the Scottsdale facility and the accrued liabilities in the consolidated balance sheets at the dates below (amounts in thousands): | |||||||||||||||||
Employee | Facility | Total | |||||||||||||||
Severance | Termination | ||||||||||||||||
Costs | |||||||||||||||||
Balance at September 30, 2012 | $ | 117 | $ | 5,848 | $ | 5,965 | |||||||||||
Reversal of prior provision | (117 | ) | — | (117 | ) | ||||||||||||
Cash expenditures | — | (1,341 | ) | (1,341 | ) | ||||||||||||
Balance at September 29, 2013 | $ | — | $ | 4,507 | $ | 4,507 | |||||||||||
Other Facilities | ' | ||||||||||||||||
Reflects the restructuring activities and the accrued liabilities | ' | ||||||||||||||||
Other associated costs related primarily to relocation costs that we incurred for the consolidation of several facilities in Northern California. The following table reflects the related restructuring activities and the accrued liabilities in the consolidated balance sheets at the dates below (amounts in thousands): | |||||||||||||||||
Employee | Contract Termination Costs | Other Associated Costs | Total | ||||||||||||||
Severance | |||||||||||||||||
Balance at September 30, 2012 | $ | 2,122 | $ | 190 | $ | — | $ | 2,312 | |||||||||
Provisions | 9,380 | 539 | 96 | 10,015 | |||||||||||||
Cash expenditures | (9,479 | ) | (344 | ) | (96 | ) | (9,919 | ) | |||||||||
Other non-cash settlement | (197 | ) | (6 | ) | — | (203 | ) | ||||||||||
Balance at September 29, 2013 | $ | 1,826 | $ | 379 | $ | — | $ | 2,205 | |||||||||
SEGMENT_INFORMATION_Tables
SEGMENT INFORMATION (Tables) | 12 Months Ended | |||||||||||
Sep. 29, 2013 | ||||||||||||
Segment Reporting [Abstract] | ' | |||||||||||
Net Sales, End Market and Long Lived Assets by Geographic Area | ' | |||||||||||
Property and equipment, net by geographic area are as follows (amounts in thousands): | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
United States | $ | 100,736 | $ | 93,496 | $ | 69,647 | ||||||
Europe | 12,558 | 13,253 | 12,632 | |||||||||
Asia | 10,209 | 7,912 | 7,643 | |||||||||
Other | 1,655 | 1,485 | — | |||||||||
Total | $ | 125,158 | $ | 116,146 | $ | 89,922 | ||||||
Net sales based on a customer's ship-to location and by estimated end market are as follows (amounts in thousands): | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Net Sales: | ||||||||||||
United States | $ | 514,632 | $ | 501,257 | $ | 452,802 | ||||||
Europe | 142,343 | 165,942 | 186,505 | |||||||||
Asia | 292,589 | 320,430 | 181,440 | |||||||||
Other | 26,380 | 24,866 | 15,107 | |||||||||
Total | $ | 975,944 | $ | 1,012,495 | $ | 835,854 | ||||||
Aerospace | $ | 187,006 | $ | 212,293 | $ | 212,127 | ||||||
Communications | 278,126 | 311,952 | 148,792 | |||||||||
Defense & Security | 306,311 | 286,430 | 299,503 | |||||||||
Industrial | 204,501 | 201,820 | 175,432 | |||||||||
Total | $ | 975,944 | $ | 1,012,495 | $ | 835,854 | ||||||
UNAUDITED_SELECTED_QUARTERLY_F1
UNAUDITED SELECTED QUARTERLY FINANCIAL DATA (Tables) | 12 Months Ended | |||||||||||||||
Sep. 29, 2013 | ||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | ' | |||||||||||||||
Quarterly Financial Data | ' | |||||||||||||||
Selected quarterly financial data are as follows (amounts in thousands, except earnings per share): | ||||||||||||||||
Quarters ended in fiscal year 2013 | ||||||||||||||||
September 29, | June 30, | March 31, | December 30, | |||||||||||||
2013 | 2013 | 2013 | 2012 | |||||||||||||
Net sales | $ | 250,383 | $ | 242,630 | $ | 235,333 | $ | 247,598 | ||||||||
Gross profit | $ | 142,838 | $ | 138,312 | $ | 133,465 | $ | 142,573 | ||||||||
Net income (loss) | $ | 14,086 | $ | 18,279 | $ | (2,905 | ) | $ | 14,214 | |||||||
Basic earnings (loss) per share | $ | 0.16 | $ | 0.2 | $ | (0.03 | ) | $ | 0.16 | |||||||
Diluted earnings (loss) per share | $ | 0.15 | $ | 0.2 | $ | (0.03 | ) | $ | 0.16 | |||||||
Quarters ended in fiscal year 2012 | ||||||||||||||||
September 30, | July 1, | April 1, | January 1, | |||||||||||||
2012 | 2012 | 2012 | 2012 | |||||||||||||
Net sales | $ | 263,074 | $ | 259,195 | $ | 249,306 | $ | 240,920 | ||||||||
Gross profit | $ | 150,426 | $ | 144,593 | $ | 131,868 | $ | 125,736 | ||||||||
Net income (loss) | $ | 11,593 | $ | 8,126 | $ | (4,792 | ) | $ | (44,602 | ) | ||||||
Basic earnings (loss) per share | $ | 0.13 | $ | 0.09 | $ | (0.06 | ) | $ | (0.52 | ) | ||||||
Diluted earnings (loss) per share | $ | 0.13 | $ | 0.09 | $ | (0.06 | ) | $ | (0.52 | ) | ||||||
DESCRIPTION_OF_BUSINESS_AND_SU3
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Additional Information (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
Share data in Millions, unless otherwise specified | Sep. 29, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 30, 2012 | Sep. 30, 2012 | Jul. 01, 2012 | Apr. 01, 2012 | Jan. 01, 2012 | Sep. 29, 2013 | Sep. 30, 2012 | Oct. 02, 2011 |
Basis of Presentation [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock awards excluded from computation of diluted EPS | ' | ' | ' | ' | ' | ' | ' | ' | 1.8 | 5.1 | 7.3 |
Net income | $14,086,000 | $18,279,000 | ($2,905,000) | $14,214,000 | $11,593,000 | $8,126,000 | ($4,792,000) | ($44,602,000) | $43,674,000 | ($29,675,000) | $55,730,000 |
International | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Basis of Presentation [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of net sales from international market | ' | ' | ' | ' | ' | ' | ' | ' | 47.00% | 50.00% | 46.00% |
Defense And Security | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Basis of Presentation [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Concentration of credit risk in major customer | ' | ' | ' | ' | ' | ' | ' | ' | 31.00% | ' | ' |
Internal Revenue Service (IRS) | Minimum | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Basis of Presentation [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Open tax years by major tax jurisdiction | ' | ' | ' | ' | ' | ' | ' | ' | '2007 | ' | ' |
Internal Revenue Service (IRS) | Maximum | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Basis of Presentation [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Open tax years by major tax jurisdiction | ' | ' | ' | ' | ' | ' | ' | ' | '2013 | ' | ' |
Foreign Country | Minimum | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Basis of Presentation [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Open tax years by major tax jurisdiction | ' | ' | ' | ' | ' | ' | ' | ' | '2009 | ' | ' |
Foreign Country | Maximum | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Basis of Presentation [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Open tax years by major tax jurisdiction | ' | ' | ' | ' | ' | ' | ' | ' | '2013 | ' | ' |
Performance stock units | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Basis of Presentation [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Vesting percentage relative to net sales | ' | ' | ' | ' | ' | ' | ' | ' | 25.00% | 50.00% | ' |
Vesting percentage Relative To earnings per share | ' | ' | ' | ' | ' | ' | ' | ' | 75.00% | 50.00% | ' |
Performance based compensation percentage | ' | ' | ' | ' | ' | ' | ' | ' | 200.00% | ' | ' |
Shares awarded as a percentage of grants, peer group based | ' | ' | ' | ' | ' | ' | ' | ' | 125.00% | ' | ' |
Performance stock units | Change In Assumption For Share-based Compensation | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Basis of Presentation [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Allocated Share-based Compensation Expense | ' | ' | ' | ' | ' | ' | ' | ' | $4,000,000 | ' | ' |
DESCRIPTION_OF_BUSINESS_AND_SU4
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Fair Value Measurements Using (Detail) (USD $) | Sep. 29, 2013 | Sep. 30, 2012 |
In Thousands, unless otherwise specified | ||
Fair Value, Inputs, Level 1 | ' | ' |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' |
Cash and cash equivalents | $256,433 | $204,335 |
Interest rate swap liabilities | 0 | 0 |
Pension plan assets | 0 | 0 |
Fair Value, Inputs, Level 2 | ' | ' |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' |
Cash and cash equivalents | 0 | 0 |
Interest rate swap liabilities | 643 | 1,950 |
Pension plan assets | 0 | 0 |
Fair Value, Inputs, Level 3 | ' | ' |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' |
Cash and cash equivalents | 0 | 0 |
Interest rate swap liabilities | 0 | 0 |
Estimate of Fair Value, Fair Value Disclosure | ' | ' |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' |
Cash and cash equivalents | 256,433 | 204,335 |
Interest rate swap liabilities | 643 | 1,950 |
Measured on a recurring basis | Fair Value, Inputs, Level 3 | ' | ' |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' |
Pension plan assets | 5,558 | 5,382 |
Measured on a recurring basis | Estimate of Fair Value, Fair Value Disclosure | ' | ' |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' |
Pension plan assets | $5,558 | $5,382 |
DESCRIPTION_OF_BUSINESS_AND_SU5
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Earning Per Share (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, except Per Share data, unless otherwise specified | Sep. 29, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 30, 2012 | Sep. 30, 2012 | Jul. 01, 2012 | Apr. 01, 2012 | Jan. 01, 2012 | Sep. 29, 2013 | Sep. 30, 2012 | Oct. 02, 2011 |
BASIC | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net income (loss) | $14,086 | $18,279 | ($2,905) | $14,214 | $11,593 | $8,126 | ($4,792) | ($44,602) | $43,674 | ($29,675) | $55,730 |
Weighted-average common shares outstanding | ' | ' | ' | ' | ' | ' | ' | ' | 89,508 | 85,837 | 83,916 |
Basic earnings (loss) per share | $0.16 | $0.20 | ($0.03) | $0.16 | $0.13 | $0.09 | ($0.06) | ($0.52) | $0.49 | ($0.35) | $0.66 |
DILUTED | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net income (loss) | $14,086 | $18,279 | ($2,905) | $14,214 | $11,593 | $8,126 | ($4,792) | ($44,602) | $43,674 | ($29,675) | $55,730 |
Weighted-average common shares outstanding | ' | ' | ' | ' | ' | ' | ' | ' | 89,508 | 85,837 | 83,916 |
Dilutive effect of stock awards | ' | ' | ' | ' | ' | ' | ' | ' | 1,820 | 0 | 1,831 |
Weighted-average common shares outstanding on a diluted basis | ' | ' | ' | ' | ' | ' | ' | ' | 91,328 | 85,837 | 85,747 |
Diluted earnings (loss) per share | $0.15 | $0.20 | ($0.03) | $0.16 | $0.13 | $0.09 | ($0.06) | ($0.52) | $0.48 | ($0.35) | $0.65 |
ACQUISITIONS_Detail
ACQUISITIONS (Detail) (USD $) | 12 Months Ended | ||
Sep. 29, 2013 | Sep. 30, 2012 | Oct. 02, 2011 | |
Business Acquisition [Line Items] | ' | ' | ' |
Payments for acquisitions, net of cash acquired | $0 | ($585,218,000) | ($436,849,000) |
Acquisition related costs | ' | 7,300,000 | 6,300,000 |
Credit facility issuance costs | 623,000 | 41,790,000 | 17,218,000 |
Increase in valuation allowance | -13,900,000 | 194,700,000 | ' |
Business Acquisition, Pro Forma Information [Abstract] | ' | ' | ' |
Net sales | ' | 1,019,329,000 | 1,095,481,000 |
Net income | ' | 10,002,000 | 65,804,000 |
Basic | ' | $0.12 | $0.78 |
Diluted | ' | $0.11 | $0.77 |
Zarlink Semiconductor Inc | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' |
Credit facility issuance costs | ' | 34,000,000 | ' |
Actel Corporation | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' |
Credit facility issuance costs | ' | 14,200,000 | ' |
Fair Value Adjustment to Inventory | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' |
Cost of goods sold | ' | 9,200,000 | 5,500,000 |
Valuation Allowance of Deferred Tax Assets | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' |
Increase in valuation allowance | ' | ' | $5,000,000 |
INVENTORIES_Detail
INVENTORIES (Detail) (USD $) | Sep. 29, 2013 | Sep. 30, 2012 |
In Thousands, unless otherwise specified | ||
Inventory Disclosure [Abstract] | ' | ' |
Raw materials | $36,436 | $39,094 |
Work in progress | 86,762 | 90,920 |
Finished goods | 38,788 | 29,041 |
Total | $161,986 | $159,055 |
PROPERTY_AND_EQUIPMENT_Detail
PROPERTY AND EQUIPMENT (Detail) (USD $) | 12 Months Ended | ||
Sep. 29, 2013 | Sep. 30, 2012 | Oct. 02, 2011 | |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Property, plant and equipment, gross | $416,041,000 | $364,659,000 | ' |
Accumulated depreciation | -303,529,000 | -257,563,000 | ' |
Land | 1,725,000 | 1,725,000 | ' |
Construction in progress | 10,921,000 | 7,325,000 | ' |
Property and equipment, net | 125,158,000 | 116,146,000 | 89,922,000 |
Property plant and equipment useful life | 'ShorterB of asset life or life of lease | ' | ' |
Depreciation expense | 28,800,000 | 31,300,000 | 29,100,000 |
Buildings | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Property, plant and equipment, gross | 37,773,000 | 39,310,000 | ' |
Machinery and equipment | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Property, plant and equipment, gross | 328,652,000 | 284,925,000 | ' |
Furniture and fixtures | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Property, plant and equipment, gross | 10,918,000 | 9,908,000 | ' |
Leasehold improvements | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Property, plant and equipment, gross | $38,698,000 | $30,516,000 | ' |
Property plant and equipment useful life | 'Shorter of asset life or life of lease | ' | ' |
Minimum | Buildings | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Property plant and equipment useful life | '20 years | ' | ' |
Minimum | Machinery and equipment | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Property plant and equipment useful life | '3 years | ' | ' |
Minimum | Furniture and fixtures | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Property plant and equipment useful life | '5 years | ' | ' |
Maximum | Buildings | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Property plant and equipment useful life | '40 years | ' | ' |
Maximum | Machinery and equipment | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Property plant and equipment useful life | '10 years | ' | ' |
Maximum | Furniture and fixtures | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Property plant and equipment useful life | '10 years | ' | ' |
GOODWILL_AND_INTANGIBLE_ASSETS2
GOODWILL AND INTANGIBLE ASSETS, NET - Goodwill and Intangible Assets (Detail) (USD $) | Sep. 29, 2013 | Sep. 30, 2012 | Oct. 02, 2011 | Sep. 29, 2013 | Sep. 30, 2012 | Sep. 29, 2013 | Sep. 30, 2012 | Sep. 29, 2013 | Sep. 30, 2012 | Sep. 29, 2013 | Sep. 30, 2012 | Sep. 29, 2013 | Sep. 29, 2013 | Sep. 29, 2013 | Sep. 29, 2013 | Sep. 29, 2013 | Sep. 29, 2013 | Sep. 30, 2012 |
In Thousands, unless otherwise specified | Completed technology | Completed technology | Customer relationships | Customer relationships | Backlog | Backlog | Other | Other | Minimum | Minimum | Minimum | Maximum | Maximum | Maximum | Maximum | |||
Completed technology | Customer relationships | Backlog | Completed technology | Customer relationships | Backlog | Other | ||||||||||||
Goodwill and Intangible Assets Disclosure [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Gross Carrying Value | $592,841 | $608,801 | ' | $309,470 | $309,470 | $270,030 | $270,030 | $0 | $15,960 | $13,341 | $13,341 | ' | ' | ' | ' | ' | ' | ' |
Accumulated Amortization | -277,666 | -208,810 | ' | -157,472 | -118,463 | -107,474 | -64,885 | 0 | -15,333 | -12,720 | -10,129 | ' | ' | ' | ' | ' | ' | ' |
Life (years) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '2 years | '4 years | '1 year | '15 years | '15 years | '2 years | '5 years |
Goodwill | $790,236 | $790,236 | $491,079 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
GOODWILL_AND_INTANGIBLE_ASSETS3
GOODWILL AND INTANGIBLE ASSETS, NET - Reconciliation of Goodwill (Detail) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Sep. 29, 2013 | Sep. 30, 2012 |
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ' |
Beginning balance | $790,236 | $491,079 |
Additions from acquisitions | 0 | 300,266 |
Post-acquisition adjustments | 0 | -1,109 |
Ending balance | $790,236 | $790,236 |
GOODWILL_AND_INTANGIBLE_ASSETS4
GOODWILL AND INTANGIBLE ASSETS, NET - Additional Information (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 29, 2013 | Sep. 30, 2012 | Oct. 02, 2011 |
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ' | ' |
Amortization of intangible assets | $84,819 | $104,756 | $62,425 |
GOODWILL_AND_INTANGIBLE_ASSETS5
GOODWILL AND INTANGIBLE ASSETS, NET - Estimated Amortization Expense (Detail) (USD $) | Sep. 29, 2013 |
In Thousands, unless otherwise specified | |
Goodwill and Intangible Assets Disclosure [Abstract] | ' |
2014 | $79,399 |
2015 | 73,162 |
2016 | 69,565 |
2017 | 66,400 |
2018 | 23,775 |
Thereafter | $2,874 |
ACCRUED_LIABILITIES_Detail
ACCRUED LIABILITIES (Detail) (USD $) | Sep. 29, 2013 | Sep. 30, 2012 |
In Thousands, unless otherwise specified | ||
Accounts Payable and Accrued Liabilities, Current [Abstract] | ' | ' |
Payroll, bonus, and employee benefits | $24,649 | $43,219 |
Outside services | 10,258 | 11,826 |
Restructuring and severance | 6,537 | 8,277 |
Deferred revenue | 5,077 | 1,566 |
Warranties | 2,809 | 2,472 |
Commissions | 2,799 | 2,900 |
Income taxes | 2,291 | 1,036 |
Interest | 1,276 | 1,720 |
Licenses | 786 | 1,688 |
Other | 6,520 | 5,520 |
Total | $63,002 | $80,224 |
INCOME_TAXES_Pretax_Income_Los
INCOME TAXES - Pretax Income (Loss) (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 29, 2013 | Sep. 30, 2012 | Oct. 02, 2011 |
Disclosure - Pretax Income (Loss) [Abstract] | ' | ' | ' |
Domestic | ($38,709) | ($88,964) | ($40,359) |
Foreign | 94,772 | 74,239 | 62,408 |
Income (loss) before income taxes | $56,063 | ($14,725) | $22,049 |
INCOME_TAXES_Provision_for_Inc
INCOME TAXES - Provision for Income Taxes (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 29, 2013 | Sep. 30, 2012 | Oct. 02, 2011 |
Current: | ' | ' | ' |
Federal | $812 | ($16) | $314 |
State | 806 | 228 | 10 |
Foreign | 3,115 | 3,458 | 8,324 |
Deferred | ' | ' | ' |
Federal | 2,306 | 5,061 | -25,962 |
State | 1,385 | 2,255 | -1,609 |
Foreign | 3,965 | 3,964 | -14,758 |
Provision (benefit) for income taxes | $12,389 | $14,950 | ($33,681) |
INCOME_TAXES_Additional_Inform
INCOME TAXES - Additional Information (Detail) (USD $) | 12 Months Ended | ||
Sep. 29, 2013 | Sep. 30, 2012 | Oct. 02, 2011 | |
Income Taxes [Line Items] | ' | ' | ' |
Provision (benefit) for income taxes | $12,389,000 | $14,950,000 | ($33,681,000) |
Income (loss) before income taxes | 56,063,000 | -14,725,000 | 22,049,000 |
Increase in valuation allowance | -13,900,000 | 194,700,000 | ' |
Excess tax benefit from employee stock compensation | 19,900,000 | ' | ' |
Estimated increase in equity from excess tax benefit | 19,900,000 | ' | ' |
Tax credits that carryforward indefinitely | 2,400,000 | ' | ' |
Undistributed earnings of foreign operations | 357,400,000 | 294,700,000 | ' |
Unrecognized tax benefit, interest and penalties | 0 | 2,000,000 | 700,000 |
Unrecognized tax benefit, cumulative interest and penalties | 5,900,000 | 6,000,000 | 4,200,000 |
Unrecognized tax benefit that would impact effective tax rate | 58,900,000 | ' | ' |
within the next twelve months | ' | ' | ' |
Income Taxes [Line Items] | ' | ' | ' |
Anticipated decrease in unrecognized tax benefits | 4,200,000 | ' | ' |
Internal Revenue Service (IRS) | ' | ' | ' |
Income Taxes [Line Items] | ' | ' | ' |
Net operating losses carryforward, subject to expiration | 256,400,000 | ' | ' |
Net operating losses carryforward expiration date | 'Begin expiring in 2021 | ' | ' |
Research and experimentation credits | 28,200,000 | ' | ' |
Federal foreign tax credits | 2,800,000 | ' | ' |
State and Local Jurisdiction | ' | ' | ' |
Income Taxes [Line Items] | ' | ' | ' |
Net operating losses carryforward, subject to expiration | 297,800,000 | ' | ' |
Net operating losses carryforward expiration date | 'Begin expiring in 2014 | ' | ' |
Research and experimentation credits | 44,400,000 | ' | ' |
Foreign Country | ' | ' | ' |
Income Taxes [Line Items] | ' | ' | ' |
Net operating losses carryforward, not subject to expiration | 250,300,000 | ' | ' |
Research and experimentation credits | 81,800,000 | ' | ' |
Tax credit related to incentive deductions | $72,700,000 | ' | ' |
Minimum | Internal Revenue Service (IRS) | ' | ' | ' |
Income Taxes [Line Items] | ' | ' | ' |
Open tax years by major tax jurisdiction | '2007 | ' | ' |
Minimum | Foreign Country | ' | ' | ' |
Income Taxes [Line Items] | ' | ' | ' |
Open tax years by major tax jurisdiction | '2009 | ' | ' |
Maximum | Internal Revenue Service (IRS) | ' | ' | ' |
Income Taxes [Line Items] | ' | ' | ' |
Open tax years by major tax jurisdiction | '2013 | ' | ' |
Maximum | Foreign Country | ' | ' | ' |
Income Taxes [Line Items] | ' | ' | ' |
Open tax years by major tax jurisdiction | '2013 | ' | ' |
INCOME_TAXES_Reconciliation_of
INCOME TAXES - Reconciliation of Income Tax Computed at the Federal Statutory Rate to Actual Tax Expenses (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 29, 2013 | Sep. 30, 2012 | Oct. 02, 2011 |
Income Tax Disclosure [Abstract] | ' | ' | ' |
Tax computed at federal statutory rate | $19,622 | ($5,153) | $7,717 |
State taxes, net of federal impact | -1,468 | -3,244 | -7,023 |
Foreign income taxed at different rates | -21,705 | -18,207 | -9,830 |
Tax credits | -5,418 | -1,096 | -4,234 |
Stock award compensation | 197 | 295 | 347 |
Unrecognized tax benefits | -392 | 1,981 | 1,541 |
Executive compensation | 0 | 0 | 444 |
U.S. tax on foreign income | 1,374 | 18,150 | 0 |
Income tax return to provision | -875 | -3,153 | 55 |
Non-deductible permanent items | 167 | 1,682 | 2,748 |
Pre-acquisition loss carryforwards | 1,182 | -4,043 | -2,298 |
Withholding taxes | 700 | 0 | 0 |
Other differences, net | 164 | 9 | -261 |
Valuation allowance | 18,841 | 27,729 | -22,887 |
Provision (benefit) for income taxes | $12,389 | $14,950 | ($33,681) |
INCOME_TAXES_Components_of_Def
INCOME TAXES - Components of Deferred Tax Assets (Liabilities) (Detail) (USD $) | Sep. 29, 2013 | Sep. 30, 2012 |
In Thousands, unless otherwise specified | ||
Income Tax Disclosure [Abstract] | ' | ' |
Accounts receivable, net | $945 | $925 |
Inventories | 9,264 | 12,109 |
Accrued employee benefit expenses | 4,230 | 5,230 |
Net operating losses | 140,555 | 127,603 |
Tax credits | 140,069 | 137,628 |
Accrued other expenses | 6,287 | 7,776 |
Deferred equity compensation | 14,845 | 14,111 |
Property and equipment, net | 3,242 | 3,152 |
Other assets | 9,797 | 17,155 |
Total deferred tax assets | 329,234 | 325,689 |
Intangible assets | -100,050 | -101,250 |
Total deferred tax liabilities | -100,050 | -101,250 |
Less valuation allowance | -210,073 | -196,147 |
Deferred Tax Assets (Liabilities), Net, Total | $19,111 | $28,292 |
INCOME_TAXES_Reconciliation_of1
INCOME TAXES - Reconciliation of the Unrecognized Tax Benefits (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 29, 2013 | Sep. 30, 2012 | Oct. 02, 2011 |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ' | ' | ' |
Beginning gross unrecognized tax benefits | $58,016 | $32,370 | $21,719 |
Additions based on tax positions related to the current year | 3,238 | 12,786 | 2,665 |
Additions based on current year acquisitions | 0 | 10,615 | 8,164 |
Additions based on tax positions of prior years | 12,845 | 2,605 | 382 |
Unrecognized Tax Benefits, Decreases Resulting from Prior Period Tax Positions | -2,805 | -169 | 0 |
Reductions for lapses and settlements | -1,723 | -191 | -560 |
Ending gross unrecognized tax benefit | $69,571 | $58,016 | $32,370 |
CREDIT_AGREEMENT_AND_RELATED_I2
CREDIT AGREEMENT AND RELATED INSTRUMENTS (Detail) (USD $) | 3 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended | 12 Months Ended | |||||||||||||||
Sep. 29, 2013 | Sep. 29, 2013 | Sep. 30, 2012 | Oct. 02, 2011 | Sep. 30, 2012 | Sep. 29, 2013 | Sep. 29, 2013 | Sep. 29, 2013 | Jan. 01, 2012 | Sep. 30, 2012 | Sep. 30, 2012 | Sep. 30, 2012 | Sep. 29, 2013 | Sep. 29, 2013 | Sep. 29, 2013 | Sep. 29, 2013 | Sep. 29, 2013 | Sep. 29, 2013 | Sep. 29, 2013 | Sep. 29, 2013 | Sep. 29, 2013 | Sep. 29, 2013 | |
Interest Rate Swap | Interest Rate Swap | Interest Rate Swap | Interest Rate Swap | Foreign Exchange Forward | Foreign Exchange Forward | Loans | Loans | Term Loan Facility | Minimum | Maximum | Letter of Credit | Revolving Credit Facility | Base Rate | Base Rate | Eurodollar Rate | Eurodollar Rate | Eurodollar Rate | |||||
agreement | Group 1 | Group 2 | Fair Value, Inputs, Level 2 | Revolving Credit Facility | Term Loan Facility | Revolving Credit Facility | Term Loan Facility | Minimum | ||||||||||||||
Amended and Restated Credit Agreement | Amended and Restated Credit Agreement | Amended and Restated Credit Agreement | Amended and Restated Credit Agreement | Term Loan Facility | ||||||||||||||||||
Line of Credit Facility [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Face amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $50,000,000 | ' | ' | ' | ' | ' |
Borrowed under term loan facility | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 372,200,000 | ' | 676,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum amount allowed to be requested for a loan or revolving credit facility | 200,000,000 | 200,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Effective rate on borrowings | 3.75% | 3.75% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payments of debt extinguishment costs | ' | -277,539,000 | -470,296,000 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt extinguishment expense | 3,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair value outstanding term loan | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 361,000,000 | 674,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Change in fair value of principal outstanding | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 11,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of derivative agreements | ' | ' | ' | ' | ' | 2 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Notional amount | ' | ' | ' | ' | ' | ' | 121,000,000 | 24,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fixed rate | ' | ' | ' | ' | ' | ' | 1.83% | 2.21% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Derivative Liabilities, Noncurrent | ' | ' | ' | ' | -1,900,000 | -400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Derivative Instruments, Gain Recognized in Income | ' | ' | ' | ' | -900,000 | -1,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Foreign currency agreed upon purchase amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | 608,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Derivative, Maturity Date | ' | ' | ' | ' | ' | ' | ' | ' | ' | 12-Oct-11 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Foreign currency contract amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | 623,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Derivatives, current liabilities | ' | ' | ' | ' | ' | -300,000 | ' | ' | -11,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Basis spread on variable rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3.50% | 1.75% | 4.50% | 2.75% | ' |
Debt Instrument, Annual Principal Payment | 7,300,000 | 7,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Repayments of Long-term Debt | ' | 100,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Excess Cash Flow Percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.00% | 50.00% | ' | ' | ' | ' | ' | ' | ' |
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | ' | 3.75% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Fee Amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.0025 | ' | ' | ' | ' | ' | ' |
Derivative, Gain on Derivative | ' | ' | ' | ' | ' | ' | ' | ' | $15,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Interest Rate, Stated Percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.00% |
OTHER_LONGTERM_LIABILITIES_Det
OTHER LONG-TERM LIABILITIES (Detail) (USD $) | Sep. 29, 2013 | Sep. 30, 2012 |
In Thousands, unless otherwise specified | ||
Other Liabilities Disclosure [Abstract] | ' | ' |
Unrecognized tax benefits | $16,546 | $18,427 |
Deferred rent | 15,510 | 13,586 |
Accrued pension and retirement | 7,164 | 6,429 |
Capital leases | 2,873 | 2,889 |
Interest rate swaps | 368 | 1,919 |
Environmental | 372 | 406 |
Other | 1,536 | 5,400 |
Total | $44,369 | $49,056 |
OTHER_LONGTERM_LIABILITIES_Con
OTHER LONG-TERM LIABILITIES - Contractual Obligations Under Capital Lease Obligations and Credit Facility (Detail) (Capital Lease Obligations, USD $) | Sep. 29, 2013 |
In Thousands, unless otherwise specified | |
Capital Lease Obligations | ' |
Debt Instrument [Line Items] | ' |
2014 | $292 |
2015 | 293 |
2016 | 293 |
2017 | 293 |
2018 | 293 |
Thereafter | $1,408 |
STOCKBASED_COMPENSATION_Narrat
STOCK-BASED COMPENSATION - Narrative (Detail) (USD $) | 12 Months Ended | ||
Share data in Millions, unless otherwise specified | Sep. 29, 2013 | Sep. 30, 2012 | Oct. 02, 2011 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Stock-based compensation | $35,242,000 | $36,680,000 | $28,639,000 |
Charge for stock based compensation | 35,242,000 | 36,680,000 | 28,465,000 |
Unamortized compensation expense related to unvested options and restricted stock awards, net of forfeitures | 40,900,000 | ' | ' |
Compensation expense related to nonvested restricted stock options, recognition periods | '1 year 4 months 0 days | ' | ' |
Common stock for delivery under awards that have been and may be granted | 12.2 | 16 | 6.4 |
Stock Option Plan 2008 | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Additional shares to the shares limit in common stock | 14.5 | ' | ' |
Shares limit in common stock | 28.5 | ' | ' |
Plan expiration date | 5-Dec-21 | ' | ' |
Full value award of shares issued for every one share | 2.41 | ' | ' |
Maximum term of a stock option grant or a stock appreciation right grant | '6 years | ' | ' |
Capital in Excess of Par value of Common Stock | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Stock-based compensation | $35,242,000 | $36,680,000 | $28,639,000 |
Performance stock units | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Performance based compensation percentage | 200.00% | ' | ' |
Shares awarded as a percentage of grants, peer group based | 125.00% | ' | ' |
Vesting percentage relative to net sales | 25.00% | 50.00% | ' |
Vesting percentage Relative To earnings per share | 75.00% | 50.00% | ' |
STOCKBASED_COMPENSATION_Summar
STOCK-BASED COMPENSATION - Summary of Stock Option Activity and Stock Appreciation Rights (Detail) (Employee Stock Option And Stock Appreciation Rights, USD $) | 12 Months Ended | |||
In Thousands, except Per Share data, unless otherwise specified | Sep. 29, 2013 | Sep. 30, 2012 | Oct. 02, 2011 | Oct. 03, 2010 |
Employee Stock Option And Stock Appreciation Rights | ' | ' | ' | ' |
Stock Options | ' | ' | ' | ' |
Outstanding Beginning Balance | 6,974 | 9,474 | 9,226 | ' |
Assumed from acquisition | ' | ' | 3,120 | ' |
Exercised | -1,944 | -1,933 | -2,155 | ' |
Forfeited | -348 | -567 | -729 | ' |
Granted | ' | ' | 12 | ' |
Outstanding Ending Balance | 4,682 | 6,974 | 9,474 | 9,226 |
Exercisable stock options | 4,626 | ' | ' | ' |
Exercisable and expected to vest stock options | 4,682 | ' | ' | ' |
Weighted average Exercise Price | ' | ' | ' | ' |
Outstanding Beginning Balance | $20.26 | $19.84 | $20.65 | ' |
Assumed from acquisition | ' | ' | $13.56 | ' |
Exercised | $14.16 | $16.82 | $13.90 | ' |
Granted | ' | ' | $23.69 | ' |
Forfeited | $24.33 | $24.99 | $20.88 | ' |
Outstanding Ending Balance | $22.49 | $20.26 | $19.84 | $20.65 |
Intrinsic Value | ' | ' | ' | ' |
Outstanding, Intrinsic Value | $14,702 | $21,557 | $12,684 | $13,156 |
Exercised, Intrinsic Value | 16,956 | 7,619 | 18,558 | ' |
Exercisable stock options, Intrinsic Value | 14,143 | ' | ' | ' |
Exercisable and expected to vest stock options, Intrinsic Value | $14,702 | ' | ' | ' |
Weighted Average Remaining Life | ' | ' | ' | ' |
Outstanding, Weighted Average Remaining Life | '1 year 7 months 31 days | '2 years 6 months | '3 years 1 month 6 days | '3 years 4 months 24 days |
Exercisable stock options, Weighted Average Exercise Price | $22.60 | ' | ' | ' |
Exercisable stock options, Weighted Average Remaining Life | '1 year 6 months 30 days | ' | ' | ' |
Exercisable and expected to vest stock options, Weighted Average Exercise Price | $22.49 | ' | ' | ' |
Exercisable and expected to vest stock options, Weighted Average Remaining Life | '1 year 7 months 31 days | ' | ' | ' |
STOCKBASED_COMPENSATION_Awards
STOCK-BASED COMPENSATION - Awards Granted, Weighted-Average Exercise Price, Weighted-Average Fair Value and Weighted-Average Assumptions Used in the Calculation of Compensation Expense (Detail) (Employee Stock Option And Stock Appreciation Rights, USD $) | 12 Months Ended |
Oct. 02, 2011 | |
Employee Stock Option And Stock Appreciation Rights | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Fair value per award | $7.42 |
Risk free rate | 0.20% |
Expected dividend yield | 0.00% |
Expected life | '1 year 1 month 6 days |
Expected volatility | 41.60% |
STOCKBASED_COMPENSATION_Stock_
STOCK-BASED COMPENSATION - Stock Option and Stock Appreciation Right Exercise Price Range (Details) (Employee Stock Option And Stock Appreciation Rights, USD $) | Sep. 29, 2013 |
In Thousands, except Per Share data, unless otherwise specified | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' |
Exercisable stock options, Quantity | 4,626 |
Exercisable stock options, Weighted Average Exercise Price | $22.60 |
Outstanding stock options, Quantity | 4,682 |
Outstanding stock options, Weighted Average Exercise Price | $22.49 |
Less than $10.00 | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' |
Exercisable stock options, Quantity | 24 |
Exercisable stock options, Weighted Average Exercise Price | $7.50 |
Outstanding stock options, Quantity | 30 |
Outstanding stock options, Weighted Average Exercise Price | $7.55 |
$10.00 to $20.00 | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' |
Exercisable stock options, Quantity | 1,281 |
Exercisable stock options, Weighted Average Exercise Price | $13.57 |
Outstanding stock options, Quantity | 1,328 |
Outstanding stock options, Weighted Average Exercise Price | $13.60 |
Greater than $20.00 | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' |
Exercisable stock options, Quantity | 3,321 |
Exercisable stock options, Weighted Average Exercise Price | $26.19 |
Outstanding stock options, Quantity | 3,324 |
Outstanding stock options, Weighted Average Exercise Price | $26.18 |
STOCKBASED_COMPENSATION_Restri
STOCK-BASED COMPENSATION - Restricted Stock Awards Activity and Price (Detail) (Restricted Stock Award, USD $) | 12 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Sep. 29, 2013 | Sep. 30, 2012 | Oct. 02, 2011 |
Restricted Stock Award | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Award vesting period | '3 years | ' | ' |
Restricted Stock Awards | ' | ' | ' |
Outstanding and Nonvested, Balance | 2,655 | 2,350 | 1,916 |
Granted | 1,887 | 1,656 | 1,624 |
Assumed from acquisition | ' | ' | 252 |
Vested | -1,363 | -1,281 | -1,265 |
Canceled | -115 | -70 | -177 |
Outstanding and Nonvested, Balance | 3,064 | 2,655 | 2,350 |
Weighted- Average Grant Price | ' | ' | ' |
Outstanding and Nonvested, Balance | $19.51 | $19.44 | $17.14 |
Granted | $20.39 | $19.41 | $20.88 |
Vested | $19.10 | $19.27 | $17.98 |
Assumed from acquisition | ' | ' | $19.90 |
Forfeited | $20.16 | $19.34 | $18.82 |
Outstanding and Nonvested, Balance | $20.21 | $19.51 | $19.44 |
STOCKBASED_COMPENSATION_Perfor
STOCK-BASED COMPENSATION - Performance Shares (Details) (Performance stock units, USD $) | 12 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Sep. 29, 2013 | Sep. 30, 2012 |
Performance stock units | ' | ' |
Performance Units | ' | ' |
Outstanding and Nonvested, Balance | 350 | 0 |
Granted | 350 | 350 |
Vested | -105 | ' |
Outstanding and Nonvested, Balance | 595 | 350 |
Weighted- Average Grant Price | ' | ' |
Outstanding and Nonvested, Balance | $17.77 | $0 |
Granted | $21.62 | $17.77 |
Vested | $17.77 | ' |
Outstanding and Nonvested, Balance | $20.03 | $17.77 |
EMPLOYEE_BENEFIT_PLANS_Details
EMPLOYEE BENEFIT PLANS (Details) (USD $) | 12 Months Ended | ||
Sep. 29, 2013 | Sep. 30, 2012 | Oct. 02, 2011 | |
Year | |||
Postemployment Benefits [Abstract] | ' | ' | ' |
Maximum annual contribution per employee, percent | 50.00% | ' | ' |
Minimum age employee may contribute additional percentage of wages | 50 | ' | ' |
Maximum additional contribution allowed after age 50, percent | 75.00% | ' | ' |
Employer contributions | $3,900,000 | ' | ' |
Fair value of plan assets | 5,600,000 | ' | ' |
Benefit obligations | -7,500,000 | ' | ' |
Unrealized actuarial loss on pension benefits | -218,000 | -1,156,000 | 0 |
Assumptions used calculating benefit obligation, discount rate | ' | 3.20% | 4.00% |
Expected return on plan assets | ' | 0.04 | 0.048 |
Estimated future employer contributions in the next twelve months | $0 | ' | ' |
COMMITMENTS_AND_CONTINGENCIES_1
COMMITMENTS AND CONTINGENCIES Aggregate Undiscounted Future Minimum Rental Payments (Detail) (USD $) | Sep. 29, 2013 |
In Thousands, unless otherwise specified | |
Commitments and Contingencies Disclosure [Abstract] | ' |
2014 | $19,884 |
2015 | 16,950 |
2016 | 15,210 |
2017 | 13,718 |
2018 | 11,631 |
Thereafter | $30,753 |
COMMITMENTS_AND_CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES Additional Information (Detail) (USD $) | 1 Months Ended | 12 Months Ended | |||
In Millions, unless otherwise specified | Nov. 30, 1998 | Sep. 29, 2013 | Sep. 30, 2012 | Oct. 02, 2011 | Sep. 28, 2003 |
Commitments and Contingencies Disclosure [Abstract] | ' | ' | ' | ' | ' |
Lease expense | ' | $20.20 | $21.40 | $13.60 | ' |
Description of the contingency loss agreement | 'In November 1998, we signed an agreement with the three former owners of this facility whereby they have 1) reimbursed us for $0.5 million of past costs, 2) assumed responsibility for 90% of all future clean-up costs, and 3) promised to indemnify and protect us against any and all third-party claims relating to the contamination of the facility | ' | ' | ' | ' |
Reimbursements for past costs | 0.5 | ' | ' | ' | ' |
Future clean-up costs sharing percentage | 90.00% | ' | ' | ' | ' |
Total estimated environment remediation cost up to the year 2020 | ' | 5.3 | ' | ' | ' |
Charges for environmental remediation costs | ' | ' | ' | ' | 0.5 |
Accrued workers' compensation liabilities | ' | $1.50 | $1.40 | ' | ' |
Filing complaint date | ' | 'DecemberB 8, 2010 | ' | ' | ' |
Allegations description | ' | 'The complaint alleges, inter alia, that programmable logic devices manufactured and sold by our subsidiary Microsemi - SoC infringe United States Patent Numbers 5,687,325, 6,260,087 and 6,272,646 assigned to Intellectual Ventures II LLC, and seeks damages and other relief at law or in equity as the court deems appropriate | ' | ' | ' |
Defendant action | ' | 'On August 8, 2011, the defendants filed a motion to stay the litigation pending conclusion of reexamination of the patents-in-suit by the United States Patent & Trademark Office. | ' | ' | ' |
Decision by court | ' | 'The Court has not yet decided the motion to transfer or motion to stay. Discovery has not yet commenced and no trial date has been set. | ' | ' | ' |
RESTRUCTURING_AND_SEVERANCE_CH
RESTRUCTURING AND SEVERANCE CHARGES - Additional Information (Detail) (USD $) | 12 Months Ended | 12 Months Ended | ||||||||||||
In Thousands, unless otherwise specified | Sep. 29, 2013 | Sep. 30, 2012 | Oct. 02, 2011 | Sep. 29, 2013 | Sep. 30, 2012 | Apr. 03, 2011 | Sep. 29, 2013 | Sep. 30, 2012 | Sep. 29, 2013 | Sep. 30, 2012 | Sep. 29, 2013 | Sep. 30, 2012 | Sep. 29, 2013 | Sep. 30, 2012 |
Scottsdale Facility | Scottsdale Facility | Scottsdale Facility | Scottsdale Facility | Scottsdale Facility | Other Facilities | Other Facilities | Other Facilities | Other Facilities | Other Facilities | Other Facilities | ||||
sqft | Employee Severance | Employee Severance | Employee Severance | Employee Severance | Contract Termination Costs | Contract Termination Costs | ||||||||
Person | ||||||||||||||
Schedule of Status of Facilities by Location [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Occupied leased facility (square foot) | ' | ' | ' | ' | ' | 135,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Recorded severance accruals | ' | ' | ' | $4,507 | $5,965 | ' | $0 | $117 | $2,205 | $2,312 | $1,826 | $2,122 | $379 | $190 |
Restructuring and severance charges | $9,901 | $8,666 | $22,081 | ' | ' | ' | ' | ' | ' | ' | $10,000 | ' | ' | ' |
Number of employees | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 200 | ' | ' | ' |
RESTRUCTURING_AND_SEVERANCE_CH1
RESTRUCTURING AND SEVERANCE CHARGES - Restructuring Activities for Scottsdale Facility and the Accrued Liabilities in the Consolidated Balance Sheets (Detail) (USD $) | 9 Months Ended | 12 Months Ended |
In Thousands, unless otherwise specified | Jun. 30, 2013 | Sep. 29, 2013 |
Scottsdale Facility | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' |
Beginning Balance | $5,965 | $5,965 |
Restructuring, Reversal of Prior Provision | -117 | ' |
Cash expenditures | ' | -1,341 |
Ending Balance | ' | 4,507 |
Scottsdale Facility | Employee Severance | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' |
Beginning Balance | 117 | 117 |
Restructuring, Reversal of Prior Provision | ' | -117 |
Cash expenditures | ' | 0 |
Ending Balance | ' | 0 |
Scottsdale Facility | Facility Termination Costs | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' |
Beginning Balance | 5,848 | 5,848 |
Restructuring, Reversal of Prior Provision | 0 | ' |
Cash expenditures | ' | -1,341 |
Ending Balance | ' | 4,507 |
Other Facilities | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' |
Beginning Balance | 2,312 | 2,312 |
Cash expenditures | ' | -9,919 |
Ending Balance | ' | 2,205 |
Other Facilities | Employee Severance | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' |
Beginning Balance | 2,122 | 2,122 |
Cash expenditures | ' | -9,479 |
Ending Balance | ' | $1,826 |
RESTRUCTURING_AND_SEVERANCE_CH2
RESTRUCTURING AND SEVERANCE CHARGES - Restructuring Activities and Accrued Liabilities in the Consolidated Balance Sheets (Detail) (Other Facilities, USD $) | 12 Months Ended |
In Thousands, unless otherwise specified | Sep. 29, 2013 |
Restructuring Cost and Reserve [Line Items] | ' |
Beginning Balance | $2,312 |
Provisions | -10,015 |
Cash expenditures | -9,919 |
Other non-cash settlement | -203 |
Ending Balance | 2,205 |
Employee Severance | ' |
Restructuring Cost and Reserve [Line Items] | ' |
Beginning Balance | 2,122 |
Provisions | -9,380 |
Cash expenditures | -9,479 |
Other non-cash settlement | -197 |
Ending Balance | 1,826 |
Contract Termination Costs | ' |
Restructuring Cost and Reserve [Line Items] | ' |
Beginning Balance | 190 |
Provisions | -539 |
Cash expenditures | -344 |
Other non-cash settlement | -6 |
Ending Balance | 379 |
Other Associated Costs | ' |
Restructuring Cost and Reserve [Line Items] | ' |
Beginning Balance | 0 |
Provisions | -96 |
Cash expenditures | -96 |
Other non-cash settlement | 0 |
Ending Balance | $0 |
Net_Sales_by_the_Originating_G
Net Sales by the Originating Geographic Area and Estimated End Market (Detail) (USD $) | 3 Months Ended | 12 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||||||||
In Thousands, unless otherwise specified | Sep. 29, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 30, 2012 | Sep. 30, 2012 | Jul. 01, 2012 | Apr. 01, 2012 | Jan. 01, 2012 | Sep. 29, 2013 | Sep. 30, 2012 | Oct. 02, 2011 | Sep. 29, 2013 | Sep. 30, 2012 | Oct. 02, 2011 | Sep. 29, 2013 | Sep. 30, 2012 | Oct. 02, 2011 | Sep. 29, 2013 | Sep. 30, 2012 | Oct. 02, 2011 | Sep. 29, 2013 | Sep. 30, 2012 | Oct. 02, 2011 | Sep. 29, 2013 | Sep. 30, 2012 | Oct. 02, 2011 | Sep. 29, 2013 | Sep. 30, 2012 | Oct. 02, 2011 | Apr. 01, 2012 | Sep. 29, 2013 | Sep. 30, 2012 | Oct. 02, 2011 | Sep. 29, 2013 | Sep. 30, 2012 | Oct. 02, 2011 |
Aerospace | Aerospace | Aerospace | Communication | Communication | Communication | Defense And Security | Defense And Security | Defense And Security | Industrial | Industrial | Industrial | United States | United States | United States | Europe | Europe | Europe | Asia | Asia | Asia | Asia | Other Geographical [Member] | Other Geographical [Member] | Other Geographical [Member] | ||||||||||||
Segment Reporting Disclosure [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Concentration of credit risk in major customer | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 31.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 11.00% | ' | ' | ' | ' | ' | ' |
Net Sales | $250,383 | $242,630 | $235,333 | $247,598 | $263,074 | $259,195 | $249,306 | $240,920 | $975,944 | $1,012,495 | $835,854 | $187,006 | $212,293 | $212,127 | $278,126 | $311,952 | $148,792 | $306,311 | $286,430 | $299,503 | $204,501 | $201,820 | $175,432 | $514,632 | $501,257 | $452,802 | $142,343 | $165,942 | $186,505 | ' | $292,589 | $320,430 | $181,440 | $26,380 | $24,866 | $15,107 |
Long_Lived_Assets_by_Geographi
Long Lived Assets by Geographic Area (Detail) (USD $) | Sep. 29, 2013 | Sep. 30, 2012 | Oct. 02, 2011 |
In Thousands, unless otherwise specified | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' | ' |
Property and equipment, net | $125,158 | $116,146 | $89,922 |
United States | ' | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' | ' |
Property and equipment, net | 100,736 | 93,496 | 69,647 |
Europe | ' | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' | ' |
Property and equipment, net | 12,558 | 13,253 | 12,632 |
Asia | ' | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' | ' |
Property and equipment, net | 10,209 | 7,912 | 7,643 |
Other Geographic Area [Member] | ' | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' | ' |
Property and equipment, net | $1,655 | $1,485 | $0 |
Quarterly_Financial_Data_Detai
Quarterly Financial Data (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, except Per Share data, unless otherwise specified | Sep. 29, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 30, 2012 | Sep. 30, 2012 | Jul. 01, 2012 | Apr. 01, 2012 | Jan. 01, 2012 | Sep. 29, 2013 | Sep. 30, 2012 | Oct. 02, 2011 |
Quarterly Financial Information Disclosure [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net Sales | $250,383 | $242,630 | $235,333 | $247,598 | $263,074 | $259,195 | $249,306 | $240,920 | $975,944 | $1,012,495 | $835,854 |
Gross profit | 142,838 | 138,312 | 133,465 | 142,573 | 150,426 | 144,593 | 131,868 | 125,736 | 557,188 | 552,623 | 441,171 |
Net income (loss) | $14,086 | $18,279 | ($2,905) | $14,214 | $11,593 | $8,126 | ($4,792) | ($44,602) | $43,674 | ($29,675) | $55,730 |
Basic earnings (loss) per share | $0.16 | $0.20 | ($0.03) | $0.16 | $0.13 | $0.09 | ($0.06) | ($0.52) | $0.49 | ($0.35) | $0.66 |
Diluted earnings (loss) per share | $0.15 | $0.20 | ($0.03) | $0.16 | $0.13 | $0.09 | ($0.06) | ($0.52) | $0.48 | ($0.35) | $0.65 |
SUBSEQUENT_EVENT_Subsequent_Ev
SUBSEQUENT EVENT Subsequent Events (Details) (USD $) | Sep. 29, 2013 | Oct. 21, 2013 | Oct. 21, 2013 | Oct. 21, 2013 | Nov. 14, 2013 | Oct. 28, 2013 |
Term Loan Facility | Subsequent Event | Subsequent Event | Subsequent Event | Subsequent Event | Subsequent Event | |
Incremental Term Loan Facility | Term Loan Facility | Term Loan Facility | Symmetricom | Symmetricom | ||
Base Rate | LIBOR | |||||
Subsequent Event [Line Items] | ' | ' | ' | ' | ' | ' |
Price per share of acquiree | ' | ' | ' | ' | ' | $7.18 |
Estimated amount of funds required to complete merger | ' | ' | ' | ' | $324,000,000 | ' |
Borrowed under commitment letter | $676,000,000 | $150,000,000 | ' | ' | ' | ' |
Basis spread on variable rate | ' | ' | 1.50% | 2.75% | ' | ' |
Floor on LIBOR for LIBOR-based loans | ' | ' | ' | 0.75% | ' | ' |
VALUATION_AND_QUALIFYING_ACCOU1
VALUATION AND QUALIFYING ACCOUNTS (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 29, 2013 | Sep. 30, 2012 | Oct. 02, 2011 |
Allowance for Doubtful Accounts | ' | ' | ' |
Valuation and Qualifying Accounts Disclosure [Line Items] | ' | ' | ' |
Balance at beginning of period | $1,623 | $2,149 | $1,978 |
Charged to costs and expenses | -43 | -497 | 690 |
Charged to other accounts | 0 | 0 | 0 |
Deductions- recoveries and write-offs | -377 | -29 | -519 |
Balance at end of period | 1,203 | 1,623 | 2,149 |
Tax Valuation Allowance | ' | ' | ' |
Valuation and Qualifying Accounts Disclosure [Line Items] | ' | ' | ' |
Balance at beginning of period | 196,147 | 16,803 | 37,604 |
Charged to costs and expenses | 18,841 | 27,729 | -22,887 |
Charged to other accounts | -4,915 | 151,615 | 2,086 |
Deductions- recoveries and write-offs | 0 | 0 | 0 |
Balance at end of period | $210,073 | $196,147 | $16,803 |