DOCUMENT_AND_ENTITY_INFORMATIO
DOCUMENT AND ENTITY INFORMATION | 9 Months Ended | |
Jun. 29, 2014 | Jul. 22, 2014 | |
Document and Entity Information [Abstract] | ' | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 29-Jun-14 | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Trading Symbol | 'MSCC | ' |
Entity Registrant Name | 'MICROSEMI CORP | ' |
Entity Central Index Key | '0000310568 | ' |
Current Fiscal Year End Date | '--09-28 | ' |
Entity Filer Category | 'Large Accelerated Filer | ' |
Entity Common Stock, Shares Outstanding | ' | 95,392,743 |
CONDENSED_CONSOLIDATED_BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) | Jun. 29, 2014 | Sep. 29, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $183,346 | $256,433 |
Accounts receivable, net of allowances of $23,496 at June 29, 2014 and $17,767 at September 29, 2013 | 184,222 | 162,103 |
Inventories | 196,692 | 161,986 |
Deferred income taxes, net | 24,056 | 15,904 |
Other current assets | 38,346 | 26,204 |
Total current assets | 626,662 | 622,630 |
Property and equipment, net | 144,899 | 125,158 |
Goodwill | 852,633 | 790,236 |
Intangible assets, net | 354,281 | 315,175 |
Deferred income taxes, net | 30,307 | 30,203 |
Other assets | 32,593 | 29,253 |
TOTAL ASSETS | 2,041,375 | 1,912,655 |
Current liabilities: | ' | ' |
Accounts payable | 72,438 | 69,623 |
Accrued liabilities | 90,541 | 63,002 |
Current maturity of long-term liabilities | 192 | 607 |
Total current liabilities | 163,171 | 133,232 |
Credit facility | 726,026 | 676,000 |
Deferred income taxes | 37,138 | 26,996 |
Other long-term liabilities | 48,396 | 44,369 |
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, 95,282 issued and outstanding at June 29, 2014 and 93,840 issued and outstanding at September 29, 2013 | 19,056 | 18,768 |
Capital in excess of par value of common stock | 781,900 | 737,896 |
Retained earnings | 265,768 | 275,442 |
Accumulated other comprehensive income (loss) | -80 | -48 |
Total stockholders' equity | 1,066,644 | 1,032,058 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $2,041,375 | $1,912,655 |
CONDENSED_CONSOLIDATED_BALANCE1
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Jun. 29, 2014 | Sep. 29, 2013 |
In Thousands, except Share data, unless otherwise specified | ||
Statement of Financial Position [Abstract] | ' | ' |
Accounts receivable, allowance for doubtful accounts | $3,190 | $1,203 |
Preferred stock, par value (USD per share) | $1 | $1 |
Preferred stock, authorized | 1,000,000 | 1,000,000 |
Preferred stock, issued | 0 | 0 |
Common stock, par value (USD per share) | $0.20 | $0.20 |
Common stock, authorized | 250,000,000 | 250,000,000 |
Common stock, issued | 95,282,000 | 93,840,000 |
Common stock, outstanding | 95,282,000 | 93,840,000 |
CONDENSED_CONSOLIDATED_STATEME
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Jun. 29, 2014 | Jun. 30, 2013 | Jun. 29, 2014 | Jun. 30, 2013 |
Income Statement [Abstract] | ' | ' | ' | ' |
Net sales | $292,301 | $242,630 | $834,948 | $725,561 |
Cost of sales | 138,711 | 104,318 | 394,411 | 311,211 |
Gross profit | 153,590 | 138,312 | 440,537 | 414,350 |
Operating expenses: | ' | ' | ' | ' |
Selling, general and administrative | 61,141 | 48,845 | 181,513 | 152,514 |
Research and development costs | 48,044 | 42,192 | 141,452 | 127,324 |
Amortization of intangible assets | 23,422 | 21,045 | 69,694 | 63,865 |
Restructuring and severance charges | 14,653 | 981 | 27,073 | 8,092 |
Total operating expenses | 147,260 | 113,063 | 419,732 | 351,795 |
Operating income | 6,330 | 25,249 | 20,805 | 62,555 |
Other expenses: | ' | ' | ' | ' |
Interest (expense), net | -6,459 | -7,203 | -21,656 | -23,308 |
Other income (expense), net | -627 | 188 | -2,132 | -3,361 |
Total other (expense) | -7,086 | -7,015 | -23,788 | -26,669 |
Income (loss) before income taxes | -756 | 18,234 | -2,983 | 35,886 |
Provision (benefit) for income taxes | 3,537 | -45 | 6,690 | 6,298 |
Net income (loss) | -4,293 | 18,279 | -9,673 | 29,588 |
Earnings (loss) per share: | ' | ' | ' | ' |
Basic (USD per share) | ($0.05) | $0.20 | ($0.10) | $0.33 |
Diluted (USD per share) | ($0.05) | $0.20 | ($0.10) | $0.33 |
Weighted-average common shares outstanding: | ' | ' | ' | ' |
Basic | 93,095 | 89,809 | 92,664 | 89,235 |
Diluted | 93,095 | 91,682 | 92,664 | 90,810 |
Net income (loss) | -4,293 | 18,279 | -9,673 | 29,588 |
Other comprehensive income (loss), net of tax: | ' | ' | ' | ' |
Translation adjustment | -346 | 186 | 100 | 451 |
Unrealized actuarial loss on pension benefits | -44 | -43 | -132 | -129 |
Other comprehensive income (loss), net of tax | -390 | 143 | -32 | 322 |
Total comprehensive income (loss) | ($4,683) | $18,422 | ($9,705) | $29,910 |
CONDENSED_CONSOLIDATED_STATEME1
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Jun. 29, 2014 | Jun. 30, 2013 |
Cash flows from operating activities: | ' | ' |
Net income (loss) | ($9,673) | $29,588 |
Adjustments to reconcile net income to net cash provided by operating activities: | ' | ' |
Depreciation and amortization | 93,935 | 85,425 |
Provision for doubtful accounts | 17 | -213 |
Amortization of deferred financing costs | 591 | 755 |
Loss on disposition or impairment of assets | 7,693 | 0 |
Deferred income taxes | 3,330 | 1,962 |
Charge for stock based compensation | 32,781 | 25,409 |
Effect of credit facility issuance and refinancing costs | 526 | 2,615 |
Change in assets and liabilities (net of acquisition): | ' | ' |
Accounts receivable | 9,186 | 2,180 |
Inventories | 12,830 | -7,509 |
Other current assets | 3,919 | -447 |
Other assets | -2,337 | 3,398 |
Accounts payable | -3,987 | -17,682 |
Accrued liabilities | -1,722 | -9,283 |
Other long-term liabilities | 19 | -3,581 |
Net cash provided by operating activities | 147,108 | 112,617 |
Cash flows from investing activities: | ' | ' |
Purchases of property and equipment | -28,864 | -31,128 |
Proceeds from the sale of short term investments | 40,328 | 0 |
Payments for acquisitions, net of cash acquired | -287,702 | 0 |
Net cash used in investing activities | -276,238 | -31,128 |
Cash flows from financing activities: | ' | ' |
Proceeds from credit facility | 289,462 | 277,539 |
Repayments of credit facility | -150,000 | -76,975 |
Payments of credit facility issuance costs | -1,521 | -623 |
Extinguishment of debt | -89,462 | -277,539 |
Settlement to terminate capital lease | -3,000 | 0 |
Net proceeds from stock awards | 10,564 | 12,719 |
Net cash (used in) provided by financing activities | 56,043 | -64,879 |
Net increase (decrease) in cash and cash equivalents | -73,087 | 16,610 |
Cash and cash equivalents at beginning of period | 256,433 | 204,335 |
Cash and cash equivalents at end of period | $183,346 | $220,945 |
PRESENTATION_OF_FINANCIAL_INFO
PRESENTATION OF FINANCIAL INFORMATION | 9 Months Ended | ||||||||||||||||
Jun. 29, 2014 | |||||||||||||||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | ||||||||||||||||
PRESENTATION OF FINANCIAL INFORMATION | ' | ||||||||||||||||
PRESENTATION OF FINANCIAL INFORMATION | |||||||||||||||||
The unaudited condensed consolidated financial statements include the accounts of Microsemi Corporation and its subsidiaries. Intercompany transactions have been eliminated in consolidation. | |||||||||||||||||
The condensed consolidated financial information furnished herein is unaudited, but in the opinion of our management, it includes all adjustments (all of which are normal or recurring adjustments) necessary for a fair presentation of the results of operations for the periods indicated. The results of operations for the most recently reported quarter and first nine months of the current fiscal year are not necessarily indicative of the results to be expected for the full year. | |||||||||||||||||
The unaudited condensed consolidated financial statements have been prepared in accordance with the requirements of Form 10-Q and Article 10 of the Securities and Exchange Commission Regulation S-X, and therefore do not include all information and note disclosures necessary for a fair presentation of consolidated financial position, results of operations and cash flows in conformity with United States generally accepted accounting principles. The unaudited condensed consolidated financial statements and notes thereto must be read in their entirety in conjunction with the consolidated financial statements and notes thereto in our Annual Report on Form 10-K for the fiscal year ended September 29, 2013. | |||||||||||||||||
The unaudited condensed consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles, which require us to make estimates and assumptions that may materially affect the reported amounts of assets and liabilities at the date of the unaudited condensed consolidated financial statements and revenues and expenses during the periods reported. Actual results could differ materially from those estimates. Information with respect to our accounting policies that we believe could have the most significant effect on our reported results and require subjective or complex judgments is contained in the notes to the consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended September 29, 2013. In referencing a year, we are referring to the fiscal year ended on the Sunday closest to September 30. | |||||||||||||||||
Earnings Per Share | |||||||||||||||||
Basic earnings per share have been computed based upon the weighted-average number of common shares outstanding during the respective periods. We have computed diluted earnings per share, when the result is dilutive, using the treasury stock method for stock awards outstanding during the respective periods. Earnings per share were calculated as follows (amounts in thousands, except per share data): | |||||||||||||||||
Quarter Ended | Nine Months Ended | ||||||||||||||||
June 29, | June 30, | June 29, | June 30, | ||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Basic | |||||||||||||||||
Net income (loss) | $ | (4,293 | ) | $ | 18,279 | $ | (9,673 | ) | $ | 29,588 | |||||||
Weighted-average common shares outstanding | 93,095 | 89,809 | 92,664 | 89,235 | |||||||||||||
Basic earnings (loss) per share | $ | (0.05 | ) | $ | 0.2 | $ | (0.10 | ) | $ | 0.33 | |||||||
Diluted | |||||||||||||||||
Net income (loss) | $ | (4,293 | ) | $ | 18,279 | $ | (9,673 | ) | $ | 29,588 | |||||||
Weighted-average common shares outstanding for basic | 93,095 | 89,809 | 92,664 | 89,235 | |||||||||||||
Dilutive effect of stock awards | — | 1,873 | — | 1,575 | |||||||||||||
Weighted-average common shares outstanding on a diluted basis | 93,095 | 91,682 | 92,664 | 90,810 | |||||||||||||
Diluted earnings (loss) per share | $ | (0.05 | ) | $ | 0.2 | $ | (0.10 | ) | $ | 0.33 | |||||||
For the quarter and nine months ended June 29, 2014, all stock awards were excluded as we reported net losses in these periods. For the quarter and nine months ended June 30, 2013, we excluded 3.6 million and 4.0 million, respectively, of stock awards in the computation of diluted earnings per share as these stock awards would have been anti-dilutive. | |||||||||||||||||
Recently Issued Accounting Standards | |||||||||||||||||
In December 2011, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 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 guidance in the update primarily impacts financial instruments and derivatives subject to a master netting arrangement or similar agreement. ASU 2011-11 is effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. The adoption of this ASU did not impact our consolidated financial position, results of operations or cash flows. | |||||||||||||||||
In February 2013, the FASB issued ASU 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 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 not impact our consolidated financial position, results of operations or cash flows. | |||||||||||||||||
In April 2014, the FASB issued ASU No. 2014-08 which changes the threshold for reporting discontinued operations and adds additional disclosures. The guidance in this ASU updates the definition of discontinued operations to include the disposal of a component or group of components that is disposed of or is classified as held for sale and represents a strategic shift that has (or will have) a major effect on an entity's operations and financial results. ASU 2014-08 is effective prospectively for all disposals of components of an entity that occur with annual periods beginning on or after December 15, 2014, and interim periods therein. We are currently assessing the impact of this ASU on our consolidated financial position and results of operations. | |||||||||||||||||
In May 2014, the FASB issued ASU 2014-09 which provides guidance on how an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services and on accounting for costs to obtain or fulfill a contract with a customer. The ASU also requires expanded disclosure regarding the nature, amount, timing and uncertainty of revenue that is recognized. ASU 2014-09 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016, and can be adopted either retrospectively to each prior reporting period presented or as a cumulative-effect adjustment as of the date of adoption, with early application not permitted. We are currently assessing the adoption and impact of this ASU on our consolidated financial position and results of operations. | |||||||||||||||||
In June 2014, the FASB issued ASU 2014-12 which provides guidance on how to account for shared-based payment awards where the terms of the award provide that a performance target that affects vesting could be achieved after the requisite service period. The ASU requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. ASU 2014-09 is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2015, and early adoption is permitted. We are currently assessing the impact of this ASU on our consolidated financial position and results of operations. |
ACQUISITION
ACQUISITION | 9 Months Ended | ||||||||
Jun. 29, 2014 | |||||||||
Business Combinations [Abstract] | ' | ||||||||
ACQUISITION | ' | ||||||||
ACQUISITION | |||||||||
On November 26, 2013, we, through a wholly owned subsidiary, acquired all the outstanding shares of Symmetricom, Inc. (“Symmetricom” or “Microsemi – FTD”) for cash consideration of $312.7 million. During the nine months ended June 29, 2014, we incurred $2.4 million in costs related to this acquisition that we recorded in selling, general and administrative expense. We acquired Symmetricom for its world-leading source of highly precise timekeeping technologies and solutions that enable next generation data, voice, mobile and video networks and services. | |||||||||
We preliminarily allocated the total estimated consideration to Symmetricom's tangible and intangible assets and liabilities based on their estimated fair values as of the acquisition date and allocated the remaining amount to goodwill. The preliminary allocation is as follows (amounts in thousands): | |||||||||
Cash and cash equivalents | $ | 26,337 | |||||||
Accounts receivable | 31,322 | ||||||||
Inventories | 47,536 | ||||||||
Other current assets | 57,405 | ||||||||
Property and equipment | 18,857 | ||||||||
Other assets | 4,826 | ||||||||
Identifiable intangible assets | 108,800 | ||||||||
Goodwill | 62,397 | ||||||||
Current liabilities | (38,393 | ) | |||||||
Deferred income taxes | (2,729 | ) | |||||||
Other non-current liabilities | (3,619 | ) | |||||||
Total estimated consideration | $ | 312,739 | |||||||
As of the acquisition date, the gross contractual amount of acquired accounts receivable was $33.4 million and a preliminary estimate of contractual cash flows not expected to be collected was $2.1 million. | |||||||||
The preliminary valuation of identifiable intangible assets and their estimated useful lives are as follows (amounts in thousands): | |||||||||
Asset | Weighted | ||||||||
Amount | Average | ||||||||
Useful Life | |||||||||
(Years) | |||||||||
Completed technology | $ | 74,100 | 9 | ||||||
Customer relationships | 30,400 | 9 | |||||||
Trade name | 4,300 | 1 | |||||||
$ | 108,800 | ||||||||
Valuation methodology | |||||||||
The fair value of the identified intangible assets for the acquisition noted above was estimated by performing a discounted cash flow analysis using the “income” approach. This method includes a forecast of direct revenues and costs associated with the respective intangible assets and charges for economic returns on tangible and intangible assets utilized in cash flow generation. Net cash flows attributable to the identified intangible assets were discounted to their present value at a rate commensurate with the perceived risk. The projected cash flow assumptions considered contractual relationships, customer attrition, eventual development of new technologies and market competition. | |||||||||
The valuation of completed technology and trade names for the acquisition noted above was based on the relief-from-royalty income approach, a variation of the income approach. The premise of the relief-from-royalty income approach is that if we had not been assigned the rights to the technology and trade names, we would have to pay royalties to continue to exploit the technology and trade names covered by their claims. To arrive at an estimate of royalty charges, the acquired entity's revenue and profit margins were analyzed to determine the ability to pay a royalty. In addition, the license databases were searched for actual royalty terms based on transactions involving technology and trade name licensing. | |||||||||
The useful lives of completed technology rights are based on the number of years in which net cash flows have been projected. The useful lives of customer relationships are estimated based upon the length of the relationships currently in place, historical attrition patterns and natural growth and diversification of other potential customers. The useful life of a trade name was estimated based on the period in which a benefit could be ascribed to the identified trade names. | |||||||||
Assumptions used in forecasting cash flows for each of the identified intangible assets included consideration of the following: | |||||||||
• | Historical performance including sales and profitability. | ||||||||
• | Business prospects and industry expectations. | ||||||||
• | Estimated economic life of asset. | ||||||||
• | Development of new technologies. | ||||||||
• | Acquisition of new customers. | ||||||||
• | Attrition of existing customers. | ||||||||
• | Obsolescence of technology over time. | ||||||||
Depending on the structure of a particular acquisition, goodwill and identifiable intangible assets may not be deductible for tax purposes. We determined that goodwill and identifiable intangible assets related to the Symmetricom acquisition are not deductible. | |||||||||
The factors that contributed to a purchase price resulting in the recognition of goodwill include: | |||||||||
• | The premium paid over market capitalization immediately prior to the merger announcement. | ||||||||
• | Our belief that the merger will create a more diverse semiconductor company with expansive offerings which will enable us to expand our product offerings. | ||||||||
• | Our belief that both companies are committed to improving cost structures and that our combined efforts after the merger should result in a realization of cost savings and an improvement of overall efficiencies. | ||||||||
The purchase price allocation described above is preliminary, primarily with respect to tax contingency matters. A final determination of fair values of assets acquired and liabilities assumed relating to the transaction could differ from the preliminary purchase price allocation and if material differences exist they could result in retrospective revision to the purchase price allocation. We utilized the straight line method of amortization for completed technology, customer relationships and trade name. | |||||||||
Supplemental pro forma data | |||||||||
The following supplemental pro forma data summarizes the results of operations for the nine months ended June 29, 2014 and June 30, 2013, as if we completed our acquisition of Microsemi – FTD as of the first day of fiscal year 2013. The supplemental pro forma data reports actual operating results, adjusted to include the pro forma effect and timing of the impact in cost of goods sold from manufacturing profit in acquired inventory, acquisition-related expenses, restructuring and severance charges, amortization expense of identified intangible assets, incremental interest expense and the related tax effects of the acquisition. Post-acquisition net sales and earnings on a standalone basis 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 Microsemi – FTD into existing operations, engineering groups, sales distribution networks and management structure. 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 transaction had been completed on the date indicated, does not reflect synergies that might have been achieved, nor is it indicative of future operating results or financial position. The pro forma adjustments are based upon currently available information and certain assumptions that we believe are reasonable under the circumstances. Supplemental pro forma data is as follows (amounts in thousands, except per share data): | |||||||||
Nine Months Ended | |||||||||
June 29, | June 30, | ||||||||
2014 | 2013 | ||||||||
Net sales | $ | 861,060 | $ | 880,160 | |||||
Net income | $ | 1,055 | $ | 6,726 | |||||
Earnings per share | |||||||||
Basic | $ | 0.01 | $ | 0.08 | |||||
Diluted | $ | 0.01 | $ | 0.07 | |||||
INVENTORIES
INVENTORIES | 9 Months Ended | ||||||||
Jun. 29, 2014 | |||||||||
Inventory Disclosure [Abstract] | ' | ||||||||
INVENTORIES | ' | ||||||||
INVENTORIES | |||||||||
Inventories are summarized as follows (amounts in thousands): | |||||||||
June 29, | September 29, | ||||||||
2014 | 2013 | ||||||||
Raw materials | $ | 54,159 | $ | 36,436 | |||||
Work in process | 94,198 | 86,762 | |||||||
Finished goods | 48,335 | 38,788 | |||||||
$ | 196,692 | $ | 161,986 | ||||||
We periodically evaluate the profitability of our various offerings. Should the actual or expected profitability fall below an acceptable threshold, we may decide to stop offering a product, in part to reallocate manufacturing, operations, engineering, sales and support resources to products we expect will generate greater returns. During the third quarter of 2014, our evaluation led us to selectively exit product offerings that we believe will continue to lag our overall profitability goals. This resulted in inventory charges of $7.9 million. We believe that for many of these products, market dynamics dictate that price is the primary differentiator rather than our value-added core competencies of power, reliability, security and performance. |
GOODWILL_AND_INTANGIBLE_ASSETS
GOODWILL AND INTANGIBLE ASSETS, NET | 9 Months Ended | ||||||||||||||||||||||||
Jun. 29, 2014 | |||||||||||||||||||||||||
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): | |||||||||||||||||||||||||
June 29, | September 29, | ||||||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||||||
Amortizable intangible assets | |||||||||||||||||||||||||
Completed technology | $ | 192,895 | $ | 151,998 | |||||||||||||||||||||
Customer relationships | 159,295 | 162,556 | |||||||||||||||||||||||
Other | 2,091 | 621 | |||||||||||||||||||||||
$ | 354,281 | $ | 315,175 | ||||||||||||||||||||||
Non-amortizable intangible assets | |||||||||||||||||||||||||
Goodwill | $ | 852,633 | $ | 790,236 | |||||||||||||||||||||
Estimated amortization expense in each of the five succeeding years and thereafter is as follows (amounts in thousands): | |||||||||||||||||||||||||
Less than 1 Year | 1-2 Years | 2-3 Years | 3-4 Years | 4-5 Years | Thereafter | ||||||||||||||||||||
Amortization expense | $ | 88,090 | $ | 81,534 | $ | 78,754 | $ | 47,016 | $ | 18,153 | $ | 40,734 | |||||||||||||
ACCRUED_LIABILITIES
ACCRUED LIABILITIES | 9 Months Ended | |||||||
Jun. 29, 2014 | ||||||||
Accounts Payable and Accrued Liabilities, Current [Abstract] | ' | |||||||
ACCRUED LIABILITIES | ' | |||||||
ACCRUED LIABILITIES | ||||||||
Accrued liabilities consisted of the following components (amounts in thousands): | ||||||||
June 29, | September 29, | |||||||
2014 | 2013 | |||||||
Payroll, bonus, accrued time off and other employee benefits | $ | 36,128 | $ | 24,649 | ||||
Outside services | 12,755 | 10,258 | ||||||
Deferred revenue | 9,602 | 5,077 | ||||||
Restructuring and severance | 9,361 | 8,587 | ||||||
Warranties | 5,570 | 2,809 | ||||||
Licenses | 917 | 786 | ||||||
Income taxes | 3,163 | 2,291 | ||||||
Commissions | 3,417 | 2,799 | ||||||
Interest | — | 1,276 | ||||||
Other | 9,628 | 4,470 | ||||||
$ | 90,541 | $ | 63,002 | |||||
INCOME_TAXES
INCOME TAXES | 9 Months Ended |
Jun. 29, 2014 | |
Income Tax Disclosure [Abstract] | ' |
INCOME TAXES | ' |
INCOME TAXES | |
For the quarter and nine months ended June 29, 2014, we recorded income tax provisions of $3.5 million and $6.7 million, respectively. For the quarter and nine months ended June 30, 2013 we recorded an income tax benefit of $0.0 million and an income tax provision of $6.3 million, respectively. The difference in our effective tax rate from the U.S. statutory rate of 35 percent primarily reflects the impact of the mix of domestic and international pre-tax income, valuation allowance and credits. Our tax provision for the nine months ended June 29, 2014 was the combined calculated tax expenses/benefits for various jurisdictions, as well as a benefit for the release of valuation allowance of approximately $2.7 million, that resulted from the preliminary deferred tax liabilities recorded with our acquisition of Microsemi – FTD. | |
We file U.S., state, and foreign income tax returns in jurisdictions with varying statutes of limitations. The 2007 through 2013 tax years generally remain subject to examination by federal tax authorities, most state tax authorities and in significant foreign jurisdictions. Each quarter, we reassess our uncertain tax positions for additional unrecognized tax benefits, interest and penalties, and deletions due to statute expirations. We believe adequate provisions have been made for any adjustments that may result from tax examinations. Based on federal, state and foreign statute expirations in various jurisdictions, we anticipate a decrease in unrecognized tax benefits of $0.3 million within the next twelve months. | |
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. The Internal Revenue Service (“IRS”) is currently examining our income tax returns for fiscal years 2007 through 2012. As of June 29, 2014, the IRS has raised questions primarily related to transfer pricing. Management believes that our position is appropriate. However, the outcome of tax audits cannot be predicted with certainty. If any issues addressed in our tax audits are resolved in a manner not consistent with management's expectations, we would be required to adjust our provision for income tax in the period such resolution occurs. While we believe our reported results are accurate, any significant adjustments could have a material adverse effect on our results of operations, cash flows and financial position if not resolved within expectations. |
CREDIT_AGREEMENT_AND_RELATED_I
CREDIT AGREEMENT AND RELATED INSTRUMENTS | 9 Months Ended | |||||||||||||||||||
Jun. 29, 2014 | ||||||||||||||||||||
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 Royal Bank of Canada (“RBC”) which consists of a term loan facility and a $50.0 million revolving credit facility. As of June 29, 2014, we had $726.0 million in term loan borrowings and no revolving borrowings. | ||||||||||||||||||||
During the quarter ended March 30, 2014, we entered into Amendment No. 5 to our Amended and Restated Credit Agreement dated as of October 13, 2011 (as amended, the “Credit Agreement”) with RBC as administrative agent and collateral agent, the other agents party thereto and the lenders referred to therein. The amendment provided for (i) new pricing term for certain of our term loans, (ii) certain modifications to the excess cash flow prepayment and restricted payment provisions, and (iii) an increase in the amount of incremental credit facilities that Microsemi can request to an aggregate amount not to exceed $300.0 million plus certain amounts based on the Company’s leverage ratio. In connection with the amendment, RBC replaced Morgan Stanley Senior Funding, Inc. (“MSSF”) as administrative agent and Morgan Stanley & Co. LLC as collateral agent under the Credit Agreement. We accounted for the amendment as a debt modification with respect to amounts that remained in the syndicate and a debt extinguishment with respect to the $89.5 million that exited the syndicate. Accordingly, during the quarter ended March 30, 2014, we recorded debt extinguishment expense of $0.7 million. The amendment did not impact the net principal balance outstanding as amounts that exited the syndicate were replaced. | ||||||||||||||||||||
During the quarter ended December 29, 2013, we entered into a commitment letter with MSSF pursuant to which MSSF committed to provide a $150.0 million incremental term loan under our term loan facility, which MSSF subsequently syndicated during the quarter. The incremental term loan was made available to (i) finance the acquisition of Symmetricom, (ii) repay any existing indebtedness of Symmetricom following the consummation of the merger, and (iii) pay fees and expenses related to the merger. The covenants under the incremental term loan are consistent with those in our existing Credit Agreement. As described above, RBC is the current administrative and collateral agent. | ||||||||||||||||||||
The fair value of our term loans was approximately $722.8 million at June 29, 2014 and $674.3 million at September 29, 2013. We classify this valuation as a Level 2 fair value measurement. | ||||||||||||||||||||
Under our Credit Agreement, we may borrow under a “Base Rate” which approximates the prime rate plus an applicable margin or “Eurodollar Rate” which approximates LIBOR plus an applicable margin. Eurodollar Rate loans are also subject to a Eurodollar Floor. At June 29, 2014, the principal amounts outstanding were Eurodollar Rate loans and interest rate information as of June 29, 2014 were as follows (amounts in thousands): | ||||||||||||||||||||
Principal Outstanding | Base Rate | Base Rate Margin | Eurodollar Rate Margin | Eurodollar Floor | Applicable Rate | |||||||||||||||
Revolving and swingline loans | $ | — | 3.25 | % | 3.25 | % | 4.25 | % | — | % | — | % | ||||||||
Term loan | $ | 646,375 | 3.25 | % | 1.5 | % | 2.5 | % | 0.75 | % | 3.25 | % | ||||||||
Incremental term loan | $ | 79,651 | 3.25 | % | 1.75 | % | 2.75 | % | 0.75 | % | 3.5 | % | ||||||||
Our term loan facility matures in February 2020 and as of June 29, 2014, there are no scheduled principal repayments until the maturity date. The Credit Agreement stipulates an annual principal payment of a percentage of Excess Cash Flow (“ECF”). The first ECF application date will be measured as of the end of fiscal year 2015 and the ECF percentage will be 50% if the Consolidated Leverage Ratio (as defined in the Credit Agreement) as of the last day of the fiscal year is equal to or greater than 3.00 to 1.00 and 0% otherwise. | ||||||||||||||||||||
We currently pay an undrawn commitment fee of 0.375% 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. | ||||||||||||||||||||
Our 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 June 29, 2014. | ||||||||||||||||||||
Interest Rate Swap Agreements | ||||||||||||||||||||
In connection with our Credit Agreement in 2011, 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 outstanding swap agreement has a notional amount of $24.0 million, a fixed rate of 2.21% and expires on January 2015. We classify our interest rate swap balance as a Level 2 fair value measurement. 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 agreement. Related to these interest rate swap agreements, we recorded a current liability of $0.2 million as of June 29, 2014. As of September 29, 2013, we had recorded a current liability of $0.3 million and a long-term liability of $0.4 million. We reflect the change in fair value of the swaps through other income (expense), net and recorded income of $0.5 million in the first nine months of 2014 and $1.0 million in the first nine months of 2013. |
FAIR_VALUE_OF_FINANCIAL_ASSETS
FAIR VALUE OF FINANCIAL ASSETS AND LIABILITIES | 9 Months Ended | ||||||||||||||||
Jun. 29, 2014 | |||||||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||||||
FAIR VALUE OF FINANCIAL ASSETS AND LIABILITIES | ' | ||||||||||||||||
FAIR VALUE OF FINANCIAL ASSETS AND LIABILITIES | |||||||||||||||||
Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date. Accounting Standards Codification 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 indicated below and are as follows (amounts in thousands): | |||||||||||||||||
Fair Value Measurements Using: | |||||||||||||||||
Total | Level 1 | Level 2 | Level 3 | ||||||||||||||
September 29, 2013 | |||||||||||||||||
Cash and cash equivalents | $ | 256,433 | $ | 256,433 | $ | — | $ | — | |||||||||
Pension plan assets | $ | 5,558 | $ | — | $ | — | $ | 5,558 | |||||||||
Interest rate swap liabilities | $ | 643 | $ | — | $ | 643 | $ | — | |||||||||
29-Jun-14 | |||||||||||||||||
Cash and cash equivalents | $ | 183,346 | $ | 183,346 | $ | — | $ | — | |||||||||
Investment in marketable securities | $ | 4,739 | $ | 4,739 | $ | — | $ | — | |||||||||
Pension plan assets | $ | 5,756 | $ | — | $ | — | $ | 5,756 | |||||||||
Interest rate swap liabilities | $ | 151 | $ | — | $ | 151 | $ | — | |||||||||
Pension plan assets are insurance contracts with insurance payments guaranteed by the insurer and the security fund for insurance companies in Germany. There were no transfers of financial assets or liabilities between the classifications during the periods reported. |
SEGMENT_INFORMATION
SEGMENT INFORMATION | 9 Months Ended | ||||||||||||||||
Jun. 29, 2014 | |||||||||||||||||
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 Aerospace, Communications, Defense & Security, and Industrial. We evaluate sales by end-market based on our understanding of end market uses of our products. | |||||||||||||||||
Net sales by geographic area based on a customer's ship-to location and by estimated end market are as follows (amounts in thousands): | |||||||||||||||||
Quarter Ended | Nine Months Ended | ||||||||||||||||
June 29, | June 30, | June 29, | June 30, | ||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
United States | $ | 155,475 | $ | 124,411 | $ | 439,477 | $ | 379,625 | |||||||||
Europe | 42,461 | 34,445 | 121,021 | 106,609 | |||||||||||||
Asia | 85,767 | 75,900 | 251,012 | 221,616 | |||||||||||||
Other | 8,598 | 7,874 | 23,438 | 17,711 | |||||||||||||
Total | $ | 292,301 | $ | 242,630 | $ | 834,948 | $ | 725,561 | |||||||||
Aerospace | $ | 43,399 | $ | 45,075 | $ | 125,807 | $ | 137,484 | |||||||||
Communications | 100,181 | 67,769 | 297,068 | 208,890 | |||||||||||||
Defense & Security | 79,947 | 76,302 | 221,959 | 231,369 | |||||||||||||
Industrial | 68,774 | 53,484 | 190,114 | 147,818 | |||||||||||||
Total | $ | 292,301 | $ | 242,630 | $ | 834,948 | $ | 725,561 | |||||||||
Non-current assets comprised of property and equipment, net, by geographic area are as follows (amounts in thousands): | |||||||||||||||||
June 29, | September 29, | ||||||||||||||||
2014 | 2013 | ||||||||||||||||
United States | $ | 115,617 | $ | 100,736 | |||||||||||||
Europe | 11,755 | 12,558 | |||||||||||||||
Asia | 15,759 | 10,209 | |||||||||||||||
Other | 1,768 | 1,655 | |||||||||||||||
Total | $ | 144,899 | $ | 125,158 | |||||||||||||
STOCKBASED_COMPENSATION
STOCK-BASED COMPENSATION | 9 Months Ended | |||||||
Jun. 29, 2014 | ||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | |||||||
STOCK-BASED COMPENSATION | ' | |||||||
STOCK-BASED COMPENSATION | ||||||||
Stock Based Compensation | ||||||||
In February 2014, our stockholders approved an amendment to the Microsemi Corporation 2008 Performance Incentive Plan (the “2008 Plan”). The amendment a) increased the share limit by an additional 4.8 million shares so that the amended aggregate share limit for the 2008 Plan is 33.3 million shares; and b) extended the Company's authority to grant awards under the 2008 Plan intended to qualify as “performance-based awards” within the meaning of Section 162(m) of the U.S. Internal Revenue Code through the first annual meeting of stockholders that occurs in 2019. The 2008 Plan's termination date of December 5, 2021 remained unchanged, as did the number of shares counted against the share limit for every one share issued in connection with a full-value award, which remained 2.41. | ||||||||
Except as described in this paragraph, shares that are subject to or underlie awards which expire or for any reason, are cancelled or terminated, are forfeited, fail to vest, or for any other reason are not paid or delivered under the 2008 Plan will again be available for subsequent awards under the 2008 Plan. Shares that are exchanged by a participant or withheld by the Company as full or partial payment in connection with any award granted under the 2008 Plan that is a full-value award, as well as any shares exchanged by a participant or withheld by the Company or one of its subsidiaries to satisfy the tax withholding obligations related to any full-value award granted under the 2008 Plan will be available for subsequent awards under the 2008 Plan. Shares that are exchanged by a participant or withheld by the Company to pay the exercise price of a stock option or stock appreciation right granted under the 2008 Plan, as well as any shares exchanged or withheld to satisfy the tax withholding obligations related to any such award, will not be available for subsequent awards under the 2008 Plan. | ||||||||
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 Microsemi as treasury stock. The maximum term of a stock option grant or a stock appreciation right granted under the 2008 Plan is 6 years. For the quarter and nine months ended June 29, 2014, stock-based compensation expense was $11.3 million and $32.8 million, respectively. For the quarter and nine months ended June 30, 2013, stock-based compensation expense was $7.1 million and $25.4 million, respectively. | ||||||||
The quantity of restricted shares and performance stock units at target levels granted and their weighted-average fair value are as follows (quantities in thousands): | ||||||||
Nine Months Ended | Quantity | Weighted-Average Fair Value per Award | ||||||
June 30, 2013 | ||||||||
Restricted shares | 1,826 | $ | 20.25 | |||||
Performance stock units | 350 | $ | 21.62 | |||||
June 29, 2014 | ||||||||
Restricted shares | 1,474 | $ | 24.62 | |||||
Performance stock units | 332 | $ | 26.27 | |||||
Stock options assumed from acquisition | 578 | $ | 7.01 | |||||
Restricted Shares | ||||||||
Compensation expense for restricted shares was calculated based on the closing price of our common stock on the date of grant and the restricted shares 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 in accordance with our director compensation policy. | ||||||||
Performance Stock Units | ||||||||
Performance stock units granted in 2012 vested based on our 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 were subject to the net sales metric for the performance period and 50% were subject to the earnings per share metric for the performance period. In November 2013, the Compensation Committee determined that 86% of the target number of units vested at the time of the committee's determination (which represents a vesting percentage of 116% based on the committee’s determination, minus the 30% of the target number of units that vested based on 2012 performance). | ||||||||
Performance stock units granted in 2013 are eligible to vest based on our achievement of 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. In November 2013, the Compensation Committee determined that our performance did not exceed minimum thresholds. Accordingly, no performance units granted in 2013 vested. | ||||||||
Performance units granted in 2014 are eligible to vest based on our rate of growth for net sales and earnings per share (subject to certain adjustments) over 2014, 2015 and 2016 relative to the growth rates for that metric over the relevant performance period for a peer group of companies. In addition, the vesting of the award will also be determined in part by our total shareholder return over the three-year period covered by the award relative to the peer group. A portion of the performance units may vest based on performance after each of the first two fiscal years of the performance period. | ||||||||
Compensation expense is based upon either our estimate of performance relative to a peer group for the 2012 and 2014 grants and our expected performance over the performance period for the 2013 grant. For these performance stock units, 40% of each performance-based award opportunity will be subject to the net sales metric for the performance period and 60% will be subject to the earnings per share metric for the performance period. 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 our total shareholder return relative to a peer group selected by the Compensation Committee, up to a maximum of 125%. | ||||||||
Stock Options | ||||||||
We assumed unvested stock options related to our acquisition of Microsemi – FTD with a weighted-average exercise price of $20.08 per stock option. We derived a weighted average fair value per stock option using the Black-Scholes option pricing model. |
RESTRUCTURING_CHARGES_AND_SEVE
RESTRUCTURING CHARGES AND SEVERANCE CHARGES | 9 Months Ended | ||||||||||||||||
Jun. 29, 2014 | |||||||||||||||||
Restructuring and Related Activities [Abstract] | ' | ||||||||||||||||
RESTRUCTURING CHARGES AND SEVERANCE CHARGES | ' | ||||||||||||||||
RESTRUCTURING AND SEVERANCE CHARGES | |||||||||||||||||
The following table reflects the related restructuring activities and the accrued liabilities at the dates below (amounts in thousands): | |||||||||||||||||
Employee Severance | Contract Termination Costs | Other Associated Costs | Total | ||||||||||||||
Balance at September 29, 2013 | $ | 1,826 | $ | 6,936 | $ | — | $ | 8,762 | |||||||||
Assumed from acquisition | 799 | 1,885 | — | 2,684 | |||||||||||||
Provisions | 12,142 | 10,874 | 6,688 | 29,704 | |||||||||||||
Reversal of prior provision | — | (2,631 | ) | — | (2,631 | ) | |||||||||||
Cash expenditures | (11,812 | ) | (5,343 | ) | (2,025 | ) | (19,180 | ) | |||||||||
Other non-cash settlement | — | (578 | ) | (4,607 | ) | (5,185 | ) | ||||||||||
Balance at June 29, 2014 | $ | 2,955 | $ | 11,143 | $ | 56 | $ | 14,154 | |||||||||
We recorded provisions for employee severance of $12.1 million for the nine months ended June 29, 2014, which covered approximately 300 individuals in engineering, manufacturing, administration and sales. Employee severance is expected to be paid within the next twelve months. | |||||||||||||||||
We recorded provisions for contract termination costs of $10.9 million for the nine months ended June 29, 2014, of which $7.9 million was recorded for the fair value at the cease-use date of operating lease liabilities for space we have exited and $3.0 million was recorded for lease termination costs. Facilities consisted of manufacturing sites, as well as sales, engineering and administrative space. We recorded a $2.6 million reversal of prior provision related to a lease termination agreement executed during quarter ended June 29, 2014 for a manufacturing facility in Scottsdale, Arizona. We recorded provisions for this facility when it ceased production activities during the quarter ended April 3, 2011. | |||||||||||||||||
We recorded provisions for other associated costs for restructuring of $6.7 million for the nine months ended June 29, 2014. Facility and equipment impairments accounted for $3.1 million, costs incurred to close facilities and relocate operations accounted for $2.1 million and $1.5 million related to the sale of a property that was previously used primarily as a manufacturing facility. |
COMMITMENTS_AND_CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Jun. 29, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
COMMITMENTS AND CONTINGENCIES | ' |
COMMITMENTS AND CONTINGENCIES | |
We are generally self-insured for losses and liabilities related to workers’ compensation and employer’s liability insurance. Accrued workers’ compensation liability was $1.8 million and $1.5 million at June 29, 2014 and September 29, 2013, 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. | |
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, intellectual property 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. |
PRESENTATION_OF_FINANCIAL_INFO1
PRESENTATION OF FINANCIAL INFORMATION (Policies) | 9 Months Ended |
Jun. 29, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
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. We have computed diluted earnings per share, when the result is dilutive, using the treasury stock method for stock awards outstanding during the respective periods. | |
Recently Issued Accounting Standards | ' |
Recently Issued Accounting Standards | |
In December 2011, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 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 guidance in the update primarily impacts financial instruments and derivatives subject to a master netting arrangement or similar agreement. ASU 2011-11 is effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. The adoption of this ASU did not impact our consolidated financial position, results of operations or cash flows. | |
In February 2013, the FASB issued ASU 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 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 not impact our consolidated financial position, results of operations or cash flows. | |
In April 2014, the FASB issued ASU No. 2014-08 which changes the threshold for reporting discontinued operations and adds additional disclosures. The guidance in this ASU updates the definition of discontinued operations to include the disposal of a component or group of components that is disposed of or is classified as held for sale and represents a strategic shift that has (or will have) a major effect on an entity's operations and financial results. ASU 2014-08 is effective prospectively for all disposals of components of an entity that occur with annual periods beginning on or after December 15, 2014, and interim periods therein. We are currently assessing the impact of this ASU on our consolidated financial position and results of operations. | |
In May 2014, the FASB issued ASU 2014-09 which provides guidance on how an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services and on accounting for costs to obtain or fulfill a contract with a customer. The ASU also requires expanded disclosure regarding the nature, amount, timing and uncertainty of revenue that is recognized. ASU 2014-09 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016, and can be adopted either retrospectively to each prior reporting period presented or as a cumulative-effect adjustment as of the date of adoption, with early application not permitted. We are currently assessing the adoption and impact of this ASU on our consolidated financial position and results of operations. | |
In June 2014, the FASB issued ASU 2014-12 which provides guidance on how to account for shared-based payment awards where the terms of the award provide that a performance target that affects vesting could be achieved after the requisite service period. The ASU requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. ASU 2014-09 is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2015, and early adoption is permitted. We are currently assessing the impact of this ASU on our consolidated financial position and results of operations. |
PRESENTATION_OF_FINANCIAL_INFO2
PRESENTATION OF FINANCIAL INFORMATION (Tables) | 9 Months Ended | ||||||||||||||||
Jun. 29, 2014 | |||||||||||||||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | ||||||||||||||||
Earnings Per Share | ' | ||||||||||||||||
Earnings per share were calculated as follows (amounts in thousands, except per share data): | |||||||||||||||||
Quarter Ended | Nine Months Ended | ||||||||||||||||
June 29, | June 30, | June 29, | June 30, | ||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Basic | |||||||||||||||||
Net income (loss) | $ | (4,293 | ) | $ | 18,279 | $ | (9,673 | ) | $ | 29,588 | |||||||
Weighted-average common shares outstanding | 93,095 | 89,809 | 92,664 | 89,235 | |||||||||||||
Basic earnings (loss) per share | $ | (0.05 | ) | $ | 0.2 | $ | (0.10 | ) | $ | 0.33 | |||||||
Diluted | |||||||||||||||||
Net income (loss) | $ | (4,293 | ) | $ | 18,279 | $ | (9,673 | ) | $ | 29,588 | |||||||
Weighted-average common shares outstanding for basic | 93,095 | 89,809 | 92,664 | 89,235 | |||||||||||||
Dilutive effect of stock awards | — | 1,873 | — | 1,575 | |||||||||||||
Weighted-average common shares outstanding on a diluted basis | 93,095 | 91,682 | 92,664 | 90,810 | |||||||||||||
Diluted earnings (loss) per share | $ | (0.05 | ) | $ | 0.2 | $ | (0.10 | ) | $ | 0.33 | |||||||
ACQUISITION_Tables
ACQUISITION (Tables) | 9 Months Ended | ||||||||
Jun. 29, 2014 | |||||||||
Business Acquisition [Line Items] | ' | ||||||||
Pro Forma Information | ' | ||||||||
Supplemental pro forma data is as follows (amounts in thousands, except per share data): | |||||||||
Nine Months Ended | |||||||||
June 29, | June 30, | ||||||||
2014 | 2013 | ||||||||
Net sales | $ | 861,060 | $ | 880,160 | |||||
Net income | $ | 1,055 | $ | 6,726 | |||||
Earnings per share | |||||||||
Basic | $ | 0.01 | $ | 0.08 | |||||
Diluted | $ | 0.01 | $ | 0.07 | |||||
Symmetricom | ' | ||||||||
Business Acquisition [Line Items] | ' | ||||||||
Schedule of Business Acquisitions by Acquisition, Contingent Consideration | ' | ||||||||
The preliminary allocation is as follows (amounts in thousands): | |||||||||
Cash and cash equivalents | $ | 26,337 | |||||||
Accounts receivable | 31,322 | ||||||||
Inventories | 47,536 | ||||||||
Other current assets | 57,405 | ||||||||
Property and equipment | 18,857 | ||||||||
Other assets | 4,826 | ||||||||
Identifiable intangible assets | 108,800 | ||||||||
Goodwill | 62,397 | ||||||||
Current liabilities | (38,393 | ) | |||||||
Deferred income taxes | (2,729 | ) | |||||||
Other non-current liabilities | (3,619 | ) | |||||||
Total estimated consideration | $ | 312,739 | |||||||
Schedule of Acquired Finite-Lived Intangible Assets by Major Class | ' | ||||||||
The preliminary valuation of identifiable intangible assets and their estimated useful lives are as follows (amounts in thousands): | |||||||||
Asset | Weighted | ||||||||
Amount | Average | ||||||||
Useful Life | |||||||||
(Years) | |||||||||
Completed technology | $ | 74,100 | 9 | ||||||
Customer relationships | 30,400 | 9 | |||||||
Trade name | 4,300 | 1 | |||||||
$ | 108,800 | ||||||||
INVENTORIES_Tables
INVENTORIES (Tables) | 9 Months Ended | ||||||||
Jun. 29, 2014 | |||||||||
Inventory Disclosure [Abstract] | ' | ||||||||
Schedule of inventories | ' | ||||||||
Inventories are summarized as follows (amounts in thousands): | |||||||||
June 29, | September 29, | ||||||||
2014 | 2013 | ||||||||
Raw materials | $ | 54,159 | $ | 36,436 | |||||
Work in process | 94,198 | 86,762 | |||||||
Finished goods | 48,335 | 38,788 | |||||||
$ | 196,692 | $ | 161,986 | ||||||
GOODWILL_AND_INTANGIBLE_ASSETS1
GOODWILL AND INTANGIBLE ASSETS, NET (Tables) | 9 Months Ended | ||||||||||||||||||||||||
Jun. 29, 2014 | |||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ||||||||||||||||||||||||
Goodwill and Intangible Assets | ' | ||||||||||||||||||||||||
Goodwill and intangible assets, net consisted of the following components (amounts in thousands): | |||||||||||||||||||||||||
June 29, | September 29, | ||||||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||||||
Amortizable intangible assets | |||||||||||||||||||||||||
Completed technology | $ | 192,895 | $ | 151,998 | |||||||||||||||||||||
Customer relationships | 159,295 | 162,556 | |||||||||||||||||||||||
Other | 2,091 | 621 | |||||||||||||||||||||||
$ | 354,281 | $ | 315,175 | ||||||||||||||||||||||
Non-amortizable intangible assets | |||||||||||||||||||||||||
Goodwill | $ | 852,633 | $ | 790,236 | |||||||||||||||||||||
Estimated Amortization Expense | ' | ||||||||||||||||||||||||
Estimated amortization expense in each of the five succeeding years and thereafter is as follows (amounts in thousands): | |||||||||||||||||||||||||
Less than 1 Year | 1-2 Years | 2-3 Years | 3-4 Years | 4-5 Years | Thereafter | ||||||||||||||||||||
Amortization expense | $ | 88,090 | $ | 81,534 | $ | 78,754 | $ | 47,016 | $ | 18,153 | $ | 40,734 | |||||||||||||
ACCRUED_LIABILITIES_Tables
ACCRUED LIABILITIES (Tables) | 9 Months Ended | |||||||
Jun. 29, 2014 | ||||||||
Accounts Payable and Accrued Liabilities, Current [Abstract] | ' | |||||||
Components of Accrued Liabilities | ' | |||||||
Accrued liabilities consisted of the following components (amounts in thousands): | ||||||||
June 29, | September 29, | |||||||
2014 | 2013 | |||||||
Payroll, bonus, accrued time off and other employee benefits | $ | 36,128 | $ | 24,649 | ||||
Outside services | 12,755 | 10,258 | ||||||
Deferred revenue | 9,602 | 5,077 | ||||||
Restructuring and severance | 9,361 | 8,587 | ||||||
Warranties | 5,570 | 2,809 | ||||||
Licenses | 917 | 786 | ||||||
Income taxes | 3,163 | 2,291 | ||||||
Commissions | 3,417 | 2,799 | ||||||
Interest | — | 1,276 | ||||||
Other | 9,628 | 4,470 | ||||||
$ | 90,541 | $ | 63,002 | |||||
CREDIT_AGREEMENT_AND_RELATED_I1
CREDIT AGREEMENT AND RELATED INSTRUMENTS (Tables) | 9 Months Ended | |||||||||||||||||||
Jun. 29, 2014 | ||||||||||||||||||||
Debt Disclosure [Abstract] | ' | |||||||||||||||||||
Interest Rate Margin on Debt | ' | |||||||||||||||||||
At June 29, 2014, the principal amounts outstanding were Eurodollar Rate loans and interest rate information as of June 29, 2014 were as follows (amounts in thousands): | ||||||||||||||||||||
Principal Outstanding | Base Rate | Base Rate Margin | Eurodollar Rate Margin | Eurodollar Floor | Applicable Rate | |||||||||||||||
Revolving and swingline loans | $ | — | 3.25 | % | 3.25 | % | 4.25 | % | — | % | — | % | ||||||||
Term loan | $ | 646,375 | 3.25 | % | 1.5 | % | 2.5 | % | 0.75 | % | 3.25 | % | ||||||||
Incremental term loan | $ | 79,651 | 3.25 | % | 1.75 | % | 2.75 | % | 0.75 | % | 3.5 | % | ||||||||
FAIR_VALUE_OF_FINANCIAL_ASSETS1
FAIR VALUE OF FINANCIAL ASSETS AND LIABILITIES (Tables) | 9 Months Ended | ||||||||||||||||
Jun. 29, 2014 | |||||||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||||||
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | ' | ||||||||||||||||
The following financial assets and liabilities were measured at fair value on a recurring basis using the type of inputs indicated below and are as follows (amounts in thousands): | |||||||||||||||||
Fair Value Measurements Using: | |||||||||||||||||
Total | Level 1 | Level 2 | Level 3 | ||||||||||||||
September 29, 2013 | |||||||||||||||||
Cash and cash equivalents | $ | 256,433 | $ | 256,433 | $ | — | $ | — | |||||||||
Pension plan assets | $ | 5,558 | $ | — | $ | — | $ | 5,558 | |||||||||
Interest rate swap liabilities | $ | 643 | $ | — | $ | 643 | $ | — | |||||||||
29-Jun-14 | |||||||||||||||||
Cash and cash equivalents | $ | 183,346 | $ | 183,346 | $ | — | $ | — | |||||||||
Investment in marketable securities | $ | 4,739 | $ | 4,739 | $ | — | $ | — | |||||||||
Pension plan assets | $ | 5,756 | $ | — | $ | — | $ | 5,756 | |||||||||
Interest rate swap liabilities | $ | 151 | $ | — | $ | 151 | $ | — | |||||||||
SEGMENT_INFORMATION_Tables
SEGMENT INFORMATION (Tables) | 9 Months Ended | ||||||||||||||||
Jun. 29, 2014 | |||||||||||||||||
Segment Reporting [Abstract] | ' | ||||||||||||||||
Net Sales, End Market and Long Lived Assets by Geographic Area | ' | ||||||||||||||||
Net sales by geographic area based on a customer's ship-to location and by estimated end market are as follows (amounts in thousands): | |||||||||||||||||
Quarter Ended | Nine Months Ended | ||||||||||||||||
June 29, | June 30, | June 29, | June 30, | ||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
United States | $ | 155,475 | $ | 124,411 | $ | 439,477 | $ | 379,625 | |||||||||
Europe | 42,461 | 34,445 | 121,021 | 106,609 | |||||||||||||
Asia | 85,767 | 75,900 | 251,012 | 221,616 | |||||||||||||
Other | 8,598 | 7,874 | 23,438 | 17,711 | |||||||||||||
Total | $ | 292,301 | $ | 242,630 | $ | 834,948 | $ | 725,561 | |||||||||
Aerospace | $ | 43,399 | $ | 45,075 | $ | 125,807 | $ | 137,484 | |||||||||
Communications | 100,181 | 67,769 | 297,068 | 208,890 | |||||||||||||
Defense & Security | 79,947 | 76,302 | 221,959 | 231,369 | |||||||||||||
Industrial | 68,774 | 53,484 | 190,114 | 147,818 | |||||||||||||
Total | $ | 292,301 | $ | 242,630 | $ | 834,948 | $ | 725,561 | |||||||||
Non-current assets comprised of property and equipment, net, by geographic area are as follows (amounts in thousands): | |||||||||||||||||
June 29, | September 29, | ||||||||||||||||
2014 | 2013 | ||||||||||||||||
United States | $ | 115,617 | $ | 100,736 | |||||||||||||
Europe | 11,755 | 12,558 | |||||||||||||||
Asia | 15,759 | 10,209 | |||||||||||||||
Other | 1,768 | 1,655 | |||||||||||||||
Total | $ | 144,899 | $ | 125,158 | |||||||||||||
STOCKBASED_COMPENSATION_Tables
STOCK-BASED COMPENSATION (Tables) | 9 Months Ended | |||||||
Jun. 29, 2014 | ||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | |||||||
Schedule of restricted shares and performance stock units | ' | |||||||
The quantity of restricted shares and performance stock units at target levels granted and their weighted-average fair value are as follows (quantities in thousands): | ||||||||
Nine Months Ended | Quantity | Weighted-Average Fair Value per Award | ||||||
June 30, 2013 | ||||||||
Restricted shares | 1,826 | $ | 20.25 | |||||
Performance stock units | 350 | $ | 21.62 | |||||
June 29, 2014 | ||||||||
Restricted shares | 1,474 | $ | 24.62 | |||||
Performance stock units | 332 | $ | 26.27 | |||||
Stock options assumed from acquisition | 578 | $ | 7.01 | |||||
RESTRUCTURING_CHARGES_AND_SEVE1
RESTRUCTURING CHARGES AND SEVERANCE CHARGES (Tables) | 9 Months Ended | ||||||||||||||||
Jun. 29, 2014 | |||||||||||||||||
Restructuring and Related Activities [Abstract] | ' | ||||||||||||||||
Reflects the restructuring activities and the accrued liabilities | ' | ||||||||||||||||
The following table reflects the related restructuring activities and the accrued liabilities at the dates below (amounts in thousands): | |||||||||||||||||
Employee Severance | Contract Termination Costs | Other Associated Costs | Total | ||||||||||||||
Balance at September 29, 2013 | $ | 1,826 | $ | 6,936 | $ | — | $ | 8,762 | |||||||||
Assumed from acquisition | 799 | 1,885 | — | 2,684 | |||||||||||||
Provisions | 12,142 | 10,874 | 6,688 | 29,704 | |||||||||||||
Reversal of prior provision | — | (2,631 | ) | — | (2,631 | ) | |||||||||||
Cash expenditures | (11,812 | ) | (5,343 | ) | (2,025 | ) | (19,180 | ) | |||||||||
Other non-cash settlement | — | (578 | ) | (4,607 | ) | (5,185 | ) | ||||||||||
Balance at June 29, 2014 | $ | 2,955 | $ | 11,143 | $ | 56 | $ | 14,154 | |||||||||
PRESENTATION_OF_FINANCIAL_INFO3
PRESENTATION OF FINANCIAL INFORMATION - Earning Per Share (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Jun. 29, 2014 | Jun. 30, 2013 | Jun. 29, 2014 | Jun. 30, 2013 |
BASIC | ' | ' | ' | ' |
Net income (loss) | ($4,293) | $18,279 | ($9,673) | $29,588 |
Weighted-average common shares outstanding | 93,095 | 89,809 | 92,664 | 89,235 |
Basic earnings (loss) per share (USD per share) | ($0.05) | $0.20 | ($0.10) | $0.33 |
DILUTED | ' | ' | ' | ' |
Net income (loss) | ($4,293) | $18,279 | ($9,673) | $29,588 |
Weighted-average common shares outstanding | 93,095 | 89,809 | 92,664 | 89,235 |
Dilutive effect of stock awards | 0 | 1,873 | 0 | 1,575 |
Weighted-average common shares outstanding on a diluted basis | 93,095 | 91,682 | 92,664 | 90,810 |
Diluted earnings per share (USD per share) | ($0.05) | $0.20 | ($0.10) | $0.33 |
PRESENTATION_OF_FINANCIAL_INFO4
PRESENTATION OF FINANCIAL INFORMATION - Additional Information (Details) | 3 Months Ended | 9 Months Ended |
In Millions, unless otherwise specified | Jun. 30, 2013 | Jun. 30, 2013 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | ' |
Stock awards excluded in computation of diluted EPS | 3.6 | 4 |
ACQUISITION_Details
ACQUISITION (Details) (USD $) | 9 Months Ended | 0 Months Ended | 9 Months Ended | 0 Months Ended | |||
Jun. 29, 2014 | Jun. 30, 2013 | Nov. 26, 2013 | Jun. 29, 2014 | Nov. 26, 2013 | Nov. 26, 2013 | Nov. 26, 2013 | |
Symmetricom | Symmetricom | Symmetricom | Symmetricom | Symmetricom | |||
Completed technology | Customer relationships | Trade name | |||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Consideration transferred | ' | ' | $312,739,000 | ' | ' | ' | ' |
Costs related to acquisition | ' | ' | ' | 2,400,000 | ' | ' | ' |
Preliminary allocation of estimated contingent consideration: | ' | ' | ' | ' | ' | ' | ' |
Cash and cash equivalents | ' | ' | 26,337,000 | ' | ' | ' | ' |
Accounts receivable | ' | ' | 31,322,000 | ' | ' | ' | ' |
Inventories | ' | ' | 47,536,000 | ' | ' | ' | ' |
Other current assets | ' | ' | 57,405,000 | ' | ' | ' | ' |
Property and equipment | ' | ' | 18,857,000 | ' | ' | ' | ' |
Other assets | ' | ' | 4,826,000 | ' | ' | ' | ' |
Identifiable intangible assets | ' | ' | 108,800,000 | ' | ' | ' | ' |
Goodwill | ' | ' | 62,397,000 | ' | ' | ' | ' |
Current liabilities | ' | ' | -38,393,000 | ' | ' | ' | ' |
Deferred income taxes | ' | ' | -2,729,000 | ' | ' | ' | ' |
Other non-current liabilities | ' | ' | -3,619,000 | ' | ' | ' | ' |
Total estimated consideration | ' | ' | 312,739,000 | ' | ' | ' | ' |
Gross contractual amount of acquired accounts receivable | ' | ' | 33,400,000 | ' | ' | ' | ' |
Preliminary estimate of contractual cash flows not expected to be collected | ' | ' | 2,100,000 | ' | ' | ' | ' |
Preliminary valuation of identifiable assets and estimated useful lives: | ' | ' | ' | ' | ' | ' | ' |
Asset amount | ' | ' | 108,800,000 | ' | 74,100,000 | 30,400,000 | 4,300,000 |
Weighted average useful life | ' | ' | ' | ' | '9 years | '9 years | '1 year |
Supplemental pro forma data: | ' | ' | ' | ' | ' | ' | ' |
Net sales | 861,060,000 | 880,160,000 | ' | ' | ' | ' | ' |
Net income | $1,055,000 | $6,726,000 | ' | ' | ' | ' | ' |
Basic (USD per share) | $0.01 | $0.08 | ' | ' | ' | ' | ' |
Diluted (USD per share) | $0.01 | $0.07 | ' | ' | ' | ' | ' |
INVENTORIES_Details
INVENTORIES (Details) (USD $) | 3 Months Ended | |
Jun. 29, 2014 | Sep. 29, 2013 | |
Inventory Disclosure [Abstract] | ' | ' |
Raw materials | $54,159,000 | $36,436,000 |
Work in process | 94,198,000 | 86,762,000 |
Finished goods | 48,335,000 | 38,788,000 |
Inventories, net | 196,692,000 | 161,986,000 |
Inventory charges | $7,900,000 | ' |
GOODWILL_AND_INTANGIBLE_ASSETS2
GOODWILL AND INTANGIBLE ASSETS, NET (Details) (USD $) | Jun. 29, 2014 | Sep. 29, 2013 |
In Thousands, unless otherwise specified | ||
Goodwill and Intangible Assets Disclosure [Line Items] | ' | ' |
Amortizable intangible assets | $354,281 | $315,175 |
Goodwill | 852,633 | 790,236 |
Completed technology | ' | ' |
Goodwill and Intangible Assets Disclosure [Line Items] | ' | ' |
Amortizable intangible assets | 192,895 | 151,998 |
Customer relationships | ' | ' |
Goodwill and Intangible Assets Disclosure [Line Items] | ' | ' |
Amortizable intangible assets | 159,295 | 162,556 |
Others | ' | ' |
Goodwill and Intangible Assets Disclosure [Line Items] | ' | ' |
Amortizable intangible assets | $2,091 | $621 |
GOODWILL_AND_INTANGIBLE_ASSETS3
GOODWILL AND INTANGIBLE ASSETS, NET - Estimated Amortization Expense (Details) (USD $) | Jun. 29, 2014 |
In Thousands, unless otherwise specified | |
Goodwill and Intangible Assets Disclosure [Abstract] | ' |
Amortization expense, Less than 1 Year | $88,090 |
Amortization expense, 1-2 Years | 81,534 |
Amortization expense, 2-3 Years | 78,754 |
Amortization expense, 3-4 Years | 47,016 |
Amortization expense, 4-5 Years | 18,153 |
Amortization expense, Thereafter | $40,734 |
ACCRUED_LIABILITIES_Details
ACCRUED LIABILITIES (Details) (USD $) | Jun. 29, 2014 | Sep. 29, 2013 |
In Thousands, unless otherwise specified | ||
Accounts Payable and Accrued Liabilities, Current [Abstract] | ' | ' |
Payroll, bonus, accrued time off and other employee benefits | $36,128 | $24,649 |
Outside services | 12,755 | 10,258 |
Deferred revenue | 9,602 | 5,077 |
Restructuring and severance | 9,361 | 8,587 |
Warranties | 5,570 | 2,809 |
Licenses | 917 | 786 |
Income taxes | 3,163 | 2,291 |
Commissions | 3,417 | 2,799 |
Interest | 0 | 1,276 |
Other | 9,628 | 4,470 |
Accrued liabilities | $90,541 | $63,002 |
INCOME_TAXES_Details
INCOME TAXES (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
Jun. 29, 2014 | Jun. 30, 2013 | Jun. 29, 2014 | Jun. 30, 2013 | |
Income Taxes [Line Items] | ' | ' | ' | ' |
Provision (benefit) for income taxes | $3,537,000 | ($45,000) | $6,690,000 | $6,298,000 |
U.S. statutory rate | ' | ' | 35.00% | ' |
Unrecognized tax benefit that would impact effective tax rate within next twelve months | 300,000 | ' | 300,000 | ' |
Minimum | Internal Revenue Service (IRS) | ' | ' | ' | ' |
Income Taxes [Line Items] | ' | ' | ' | ' |
Open tax years by major tax jurisdiction | ' | ' | '2007 | ' |
Maximum | Internal Revenue Service (IRS) | ' | ' | ' | ' |
Income Taxes [Line Items] | ' | ' | ' | ' |
Open tax years by major tax jurisdiction | ' | ' | '2013 | ' |
Symmetricom | ' | ' | ' | ' |
Income Taxes [Line Items] | ' | ' | ' | ' |
Valuation allowance | $2,700,000 | ' | $2,700,000 | ' |
CREDIT_AGREEMENT_AND_RELATED_I2
CREDIT AGREEMENT AND RELATED INSTRUMENTS (Details) (USD $) | 3 Months Ended | 9 Months Ended | 9 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | ||||||||||||||||||||
Mar. 30, 2014 | Dec. 29, 2013 | Jun. 29, 2014 | Jun. 30, 2013 | Jun. 29, 2014 | Jun. 30, 2013 | Sep. 29, 2013 | Jun. 29, 2014 | Jun. 29, 2014 | Jun. 29, 2014 | Jun. 29, 2014 | Jun. 29, 2014 | Jun. 29, 2014 | Jun. 29, 2014 | Jun. 29, 2014 | Jun. 29, 2014 | Sep. 29, 2013 | Jun. 29, 2014 | Jun. 29, 2014 | Jun. 29, 2014 | Jun. 29, 2014 | Jun. 29, 2014 | Jun. 29, 2014 | Jun. 29, 2014 | Jun. 29, 2014 | Jun. 29, 2014 | Jun. 29, 2014 | Jun. 29, 2014 | Jun. 29, 2014 | |
Interest Rate Swap | Interest Rate Swap | Interest Rate Swap | Interest Rate Swap | Minimum | Maximum | Revolving and swingline loans | Revolving and swingline loans | Revolving and swingline loans | Revolving and swingline loans | Revolving and swingline loans | Term loans | Term loans | Term loans | Term loans | Term loans | Term loans | Revolving Credit Facility | Incremental term loan | Incremental term loan | Incremental term loan | Incremental term loan | Incremental term loan | Revolving Credit Facility | Letter of Credit | |||||
Group 2 | Base Rate | Eurodollar | Current | Maximum | Base Rate | Eurodollar | Current | Maximum | Base Rate | Eurodollar | Current | Maximum | |||||||||||||||||
Amended and Restated Credit Agreement | Amended and Restated Credit Agreement | Eurodollar | Amended and Restated Credit Agreement | Amended and Restated Credit Agreement | Eurodollar | Amended and Restated Credit Agreement | Amended and Restated Credit Agreement | Eurodollar | |||||||||||||||||||||
Line of Credit Facility [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Face amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $50,000,000 | ' |
Long-term Debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 726,000,000 | ' | ' | ' | ' | ' | 0 | ' | ' | ' | ' | ' | ' | ' |
Maximum amount allowed to be requested for a loan or revolving credit facility | ' | ' | 300,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt extinguishment expense | 700,000 | ' | 89,462,000 | 277,539,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Incremental term loan | ' | 150,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair value outstanding term loan | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 722,800,000 | 674,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Principal outstanding | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | ' | ' | ' | ' | 646,375,000 | ' | ' | ' | ' | ' | ' | 79,651,000 | ' | ' | ' | ' | ' | ' |
Base Rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3.25% | ' | ' | ' | ' | ' |
Rate Margins | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3.25% | 4.25% | ' | ' | ' | ' | 1.50% | 2.50% | ' | ' | ' | ' | 1.75% | 2.75% | ' | ' | ' | ' |
Eurodollar Floor | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.00% | ' | ' | ' | ' | ' | 0.75% | ' | ' | ' | ' | ' | 0.75% | ' | ' |
Applicable | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.00% | ' | ' | ' | ' | ' | 3.25% | ' | ' | ' | ' | ' | 3.50% | ' | ' | ' |
Maturity date | ' | ' | 19-Feb-20 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Excess Cash Flow (ECF) percentage | ' | ' | ' | ' | ' | ' | ' | ' | 0.00% | 50.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Consolidated Leverage Ratio | ' | ' | ' | ' | ' | ' | ' | ' | 1 | 3 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Undrawn commitment fee percentage | ' | ' | 0.38% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fronting fee on letters of credit | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.25% |
Notional amount | ' | ' | ' | ' | ' | ' | ' | 24,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fixed rate | ' | ' | ' | ' | ' | ' | ' | 2.21% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Derivative maturity period | ' | ' | ' | ' | ' | ' | ' | 5-Jan-15 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Derivative liabilities | ' | ' | ' | ' | 200,000 | ' | 300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Long-term liability related to interest rate swap agreements | ' | ' | ' | ' | ' | ' | 400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Income on interest rate swaps | ' | ' | ' | ' | $500,000 | $1,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
FAIR_VALUE_OF_FINANCIAL_ASSETS2
FAIR VALUE OF FINANCIAL ASSETS AND LIABILITIES (Details) (Fair Value, Measurements, Recurring, USD $) | Jun. 29, 2014 | Sep. 29, 2013 |
In Thousands, unless otherwise specified | ||
Total | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Cash and cash equivalents | $183,346 | $256,433 |
Investment in marketable securities | 4,739 | ' |
Pension plan assets | 5,756 | 5,558 |
Interest rate swap liabilities | 151 | 643 |
Level 1 Inputs | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Cash and cash equivalents | 183,346 | 256,433 |
Investment in marketable securities | 4,739 | ' |
Pension plan assets | 0 | 0 |
Interest rate swap liabilities | 0 | 0 |
Level 2 Inputs | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Cash and cash equivalents | 0 | 0 |
Investment in marketable securities | 0 | ' |
Pension plan assets | 0 | 0 |
Interest rate swap liabilities | 151 | 643 |
Level 3 Inputs | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Cash and cash equivalents | 0 | 0 |
Investment in marketable securities | 0 | ' |
Pension plan assets | 5,756 | 5,558 |
Interest rate swap liabilities | $0 | $0 |
SEGMENT_INFORMATION_Net_Sales_
SEGMENT INFORMATION - Net Sales by the Originating Geographic Area and Estimated End Market (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 29, 2014 | Jun. 30, 2013 | Jun. 29, 2014 | Jun. 30, 2013 |
segment | ||||
Segment Reporting [Abstract] | ' | ' | ' | ' |
Number of reportable segments | ' | ' | 1 | ' |
Segment Reporting Disclosure [Line Items] | ' | ' | ' | ' |
Net Sales | $292,301 | $242,630 | $834,948 | $725,561 |
Aerospace | ' | ' | ' | ' |
Segment Reporting Disclosure [Line Items] | ' | ' | ' | ' |
Net Sales | 43,399 | 45,075 | 125,807 | 137,484 |
Communication | ' | ' | ' | ' |
Segment Reporting Disclosure [Line Items] | ' | ' | ' | ' |
Net Sales | 100,181 | 67,769 | 297,068 | 208,890 |
Defense And Security | ' | ' | ' | ' |
Segment Reporting Disclosure [Line Items] | ' | ' | ' | ' |
Net Sales | 79,947 | 76,302 | 221,959 | 231,369 |
Industrial | ' | ' | ' | ' |
Segment Reporting Disclosure [Line Items] | ' | ' | ' | ' |
Net Sales | 68,774 | 53,484 | 190,114 | 147,818 |
United States | ' | ' | ' | ' |
Segment Reporting Disclosure [Line Items] | ' | ' | ' | ' |
Net Sales | 155,475 | 124,411 | 439,477 | 379,625 |
Europe | ' | ' | ' | ' |
Segment Reporting Disclosure [Line Items] | ' | ' | ' | ' |
Net Sales | 42,461 | 34,445 | 121,021 | 106,609 |
Asia | ' | ' | ' | ' |
Segment Reporting Disclosure [Line Items] | ' | ' | ' | ' |
Net Sales | 85,767 | 75,900 | 251,012 | 221,616 |
Other | ' | ' | ' | ' |
Segment Reporting Disclosure [Line Items] | ' | ' | ' | ' |
Net Sales | $8,598 | $7,874 | $23,438 | $17,711 |
SEGMENT_INFORMATION_Long_Lived
SEGMENT INFORMATION - Long Lived Assets by Geographic Area (Details) (USD $) | Jun. 29, 2014 | Sep. 29, 2013 |
In Thousands, unless otherwise specified | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' |
Property and equipment | $144,899 | $125,158 |
United States | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' |
Property and equipment | 115,617 | 100,736 |
Europe | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' |
Property and equipment | 11,755 | 12,558 |
Asia | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' |
Property and equipment | 15,759 | 10,209 |
Other | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' |
Property and equipment | $1,768 | $1,655 |
STOCKBASED_COMPENSATION_Additi
STOCK-BASED COMPENSATION - Additional Information (Details) (USD $) | 3 Months Ended | 9 Months Ended | 1 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
In Millions, except Share data, unless otherwise specified | Jun. 29, 2014 | Jun. 30, 2013 | Jun. 29, 2014 | Jun. 30, 2013 | Jun. 29, 2014 | Nov. 30, 2013 | Jun. 29, 2014 | Sep. 29, 2013 | Sep. 30, 2012 | Jun. 29, 2014 | Jun. 29, 2014 | Jun. 29, 2014 | Nov. 30, 2013 | Jun. 29, 2014 | Sep. 30, 2012 |
Restricted shares | Performance stock units | Performance stock units | Performance stock units | Performance stock units | Stock options | Stock Option Plan 2008 | Percentage vested based on current year performance | Percentage vested based on current year performance | Percentage vested based on prior year performance | Percentage vested based on prior year performance | |||||
Symmetricom | Y | Performance stock units | Y | Performance stock units | |||||||||||
Compensation Related Costs Share Based Payments Disclosure [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Additional shares to the shares limit in common stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,800,000 | ' | ' | ' | ' |
Shares limit in common stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 33,300,000 | ' | ' | ' | ' |
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 | ' | ' | ' | ' |
Stock-based compensation expense | $11.30 | $7.10 | $32.80 | $25.40 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Vesting period | ' | ' | ' | ' | '3 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Vesting percentage relative to net sales | ' | ' | ' | ' | ' | ' | 40.00% | 25.00% | 50.00% | ' | ' | ' | ' | ' | ' |
Vesting percentage relative to earnings per share | ' | ' | ' | ' | ' | ' | 60.00% | 75.00% | 50.00% | ' | ' | ' | ' | ' | ' |
Number of units vested in period | ' | ' | ' | ' | ' | ' | ' | 0 | ' | ' | ' | ' | ' | ' | ' |
Period shareholder return is evaluated to determine vesting period | ' | ' | ' | ' | ' | ' | '3 years | ' | ' | ' | ' | ' | ' | ' | ' |
Vesting percentage relative to target | ' | ' | ' | ' | ' | 116.00% | ' | ' | ' | ' | ' | ' | 86.00% | ' | 30.00% |
Partial vesting for performance stock units, in years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1 | ' | 1 | ' |
Performance based compensation percentage, target based | ' | ' | ' | ' | ' | ' | 200.00% | ' | ' | ' | ' | ' | ' | ' | ' |
Performance based compensation, peer group based | ' | ' | ' | ' | ' | ' | ' | 125.00% | ' | ' | ' | ' | ' | ' | ' |
Weighted average exercise price (USD per stock option) | ' | ' | ' | ' | ' | ' | ' | ' | ' | $20.08 | ' | ' | ' | ' | ' |
STOCKBASED_COMPENSATION_Schedu
STOCK-BASED COMPENSATION - Schedule of Restricted Shares and Performance Stock Units (Details) (USD $) | Jun. 29, 2014 | Jun. 30, 2013 | Jun. 29, 2014 | Jun. 30, 2013 | Jun. 29, 2014 |
In Thousands, except Per Share data, unless otherwise specified | Restricted shares | Restricted shares | Performance stock units | Performance stock units | Symmetricom |
Stock options assumed from acquisition | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' |
Quantity | 1,474 | 1,826 | 332 | 350 | ' |
Weighted average fair value per award (USD per award) | $24.62 | $20.25 | $26.27 | $21.62 | ' |
Quantity options assumed from acquisition | ' | ' | ' | ' | 578 |
Weighted average fair value options assumed from acquisition (USD per option) | ' | ' | ' | ' | $7.01 |
RESTRUCTURING_CHARGES_AND_SEVE2
RESTRUCTURING CHARGES AND SEVERANCE CHARGES - Restructuring Activities and Accrued Liabilities in the Consolidated Balance Sheets (Details) (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Jun. 29, 2014 | Sep. 29, 2013 |
Restructuring Reserve [Roll Forward] | ' | ' |
Beginning Balance | $8,762 | ' |
Assumed from acquisition | ' | 2,684 |
Provisions | 29,704 | ' |
Reversal of prior provision | -2,631 | ' |
Cash expenditures | -19,180 | ' |
Other non-cash settlement | -5,185 | ' |
Ending Balance | 14,154 | ' |
Employee Severance | ' | ' |
Restructuring Reserve [Roll Forward] | ' | ' |
Beginning Balance | 1,826 | ' |
Assumed from acquisition | ' | 799 |
Provisions | 12,142 | ' |
Reversal of prior provision | 0 | ' |
Cash expenditures | -11,812 | ' |
Other non-cash settlement | 0 | ' |
Ending Balance | 2,955 | ' |
Contract Termination Costs | ' | ' |
Restructuring Reserve [Roll Forward] | ' | ' |
Beginning Balance | 6,936 | ' |
Assumed from acquisition | ' | 1,885 |
Provisions | 10,874 | ' |
Reversal of prior provision | -2,631 | ' |
Cash expenditures | -5,343 | ' |
Other non-cash settlement | -578 | ' |
Ending Balance | 11,143 | ' |
Other Associated Costs | ' | ' |
Restructuring Reserve [Roll Forward] | ' | ' |
Beginning Balance | 0 | ' |
Assumed from acquisition | ' | 0 |
Provisions | 6,688 | ' |
Reversal of prior provision | 0 | ' |
Cash expenditures | -2,025 | ' |
Other non-cash settlement | -4,607 | ' |
Ending Balance | $56 | ' |
RESTRUCTURING_CHARGES_AND_SEVE3
RESTRUCTURING CHARGES AND SEVERANCE CHARGES - Additional Information (Details) (USD $) | 9 Months Ended |
In Thousands, unless otherwise specified | Jun. 29, 2014 |
Restructuring Cost and Reserve [Line Items] | ' |
Provisions | $29,704 |
Reversal of prior provision | -2,631 |
Employee Severance | ' |
Restructuring Cost and Reserve [Line Items] | ' |
Provisions | 12,142 |
Reversal of prior provision | 0 |
Number of employees | 300 |
Contract Termination Costs | ' |
Restructuring Cost and Reserve [Line Items] | ' |
Provisions | 10,874 |
Reversal of prior provision | -2,631 |
Contract Termination, Operating Lease | ' |
Restructuring Cost and Reserve [Line Items] | ' |
Provisions | 7,900 |
Contract Termination, Capital Lease | ' |
Restructuring Cost and Reserve [Line Items] | ' |
Provisions | 3,000 |
Other Associated Costs | ' |
Restructuring Cost and Reserve [Line Items] | ' |
Provisions | 6,688 |
Reversal of prior provision | 0 |
Other Restructuring, Facility And Equipment Impairments | ' |
Restructuring Cost and Reserve [Line Items] | ' |
Provisions | 3,100 |
Facility Closing | ' |
Restructuring Cost and Reserve [Line Items] | ' |
Provisions | 2,100 |
Other Restructuring, Sale Of Manufacturing Facility | ' |
Restructuring Cost and Reserve [Line Items] | ' |
Provisions | $1,500 |
COMMITMENTS_AND_CONTINGENCIES_
COMMITMENTS AND CONTINGENCIES (Details) (USD $) | Jun. 29, 2014 | Sep. 29, 2013 |
In Millions, unless otherwise specified | ||
Commitments and Contingencies Disclosure [Abstract] | ' | ' |
Accrued workers' compensation liabilities | $1.80 | $1.50 |