DOCUMENT_AND_ENTITY_INFORMATIO
DOCUMENT AND ENTITY INFORMATION (USD $) | 12 Months Ended | ||
Sep. 28, 2014 | Nov. 05, 2014 | Mar. 28, 2014 | |
Document and Entity Information [Abstract] | ' | ' | ' |
Document Type | '10-K | ' | ' |
Amendment Flag | 'false | ' | ' |
Document Period End Date | 28-Sep-14 | ' | ' |
Document Fiscal Year Focus | '2014 | ' | ' |
Document Fiscal Period Focus | 'FY | ' | ' |
Trading Symbol | 'MSCC | ' | ' |
Entity Registrant Name | 'MICROSEMI CORP | ' | ' |
Entity Central Index Key | '0000310568 | ' | ' |
Current Fiscal Year End Date | '--09-28 | ' | ' |
Entity Well-known Seasoned Issuer | 'Yes | ' | ' |
Entity Current Reporting Status | 'Yes | ' | ' |
Entity Voluntary Filers | 'No | ' | ' |
Entity Filer Category | 'Large Accelerated Filer | ' | ' |
Entity Common Stock, Shares Outstanding | ' | 95,041,435 | ' |
Entity Public Float | ' | ' | $2,326,000,000 |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Sep. 28, 2014 | Sep. 29, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $162,182 | $256,433 |
Accounts receivable, net of allowances of $22,193 at September 28, 2014 and $17,767 at September 29, 2013 | 191,168 | 162,103 |
Inventories | 205,005 | 161,986 |
Deferred income taxes, net | 27,303 | 15,904 |
Other current assets | 32,924 | 26,204 |
Total current assets | 618,582 | 622,630 |
Property and equipment, net | 148,712 | 125,158 |
Goodwill | 885,610 | 790,236 |
Intangible assets, net | 351,893 | 315,175 |
Deferred income taxes, net | 23,494 | 30,203 |
Other assets | 32,805 | 29,253 |
TOTAL ASSETS | 2,061,096 | 1,912,655 |
Current liabilities: | ' | ' |
Accounts payable | 75,521 | 69,623 |
Accrued liabilities | 85,702 | 63,609 |
Total current liabilities | 161,223 | 133,232 |
Credit facility | 698,026 | 676,000 |
Deferred income taxes | 39,339 | 26,996 |
Other long-term liabilities | 46,878 | 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, 95,633 issued and outstanding at September 28, 2014 and 93,840 issued and outstanding at September 29, 2013 | 19,126 | 18,768 |
Capital in excess of par value of common stock | 799,210 | 737,896 |
Retained earnings | 298,565 | 275,442 |
Accumulated other comprehensive income (loss) | -1,271 | -48 |
Total stockholders' equity | 1,115,630 | 1,032,058 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $2,061,096 | $1,912,655 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Sep. 28, 2014 | Sep. 29, 2013 |
In Thousands, except Per Share data, unless otherwise specified | ||
Statement of Financial Position [Abstract] | ' | ' |
Accounts receivable, allowance for doubtful accounts | $22,193 | $17,767 |
Preferred stock, par value | $1 | $1 |
Preferred stock, authorized | 1,000 | 1,000 |
Preferred stock, issued | 0 | 0 |
Common stock, par value | $0.20 | $0.20 |
Common stock, authorized | 250,000 | 250,000 |
Common stock, issued | 95,633 | 93,840 |
Common stock, outstanding | 95,633 | 93,840 |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (USD $) | 12 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Sep. 28, 2014 | Sep. 29, 2013 | Sep. 30, 2012 |
Income Statement [Abstract] | ' | ' | ' |
Net sales | $1,138,263 | $975,944 | $1,012,495 |
Cost of sales | 526,760 | 418,756 | 459,872 |
Gross profit | 611,503 | 557,188 | 552,623 |
Operating expenses: | ' | ' | ' |
Selling, general and administrative | 240,946 | 202,468 | 212,338 |
Research and development costs | 192,013 | 170,573 | 168,516 |
Amortization of intangible assets | 92,809 | 84,819 | 104,756 |
Restructuring and severance charges | 31,504 | 9,901 | 8,666 |
Total operating expenses | 557,272 | 467,761 | 494,276 |
Operating income | 54,231 | 89,427 | 58,347 |
Interest Income (Expense), Net | -27,759 | -30,238 | -39,553 |
Other income (expenses): | ' | ' | ' |
Other, net | -2,556 | -3,126 | -33,519 |
Total other expense | -30,315 | -33,364 | -73,072 |
Income (loss) before income taxes | 23,916 | 56,063 | -14,725 |
Income Tax Expense (Benefit) | 793 | 12,389 | 14,950 |
Net income (loss) | 23,123 | 43,674 | -29,675 |
Earnings (loss) per share: | ' | ' | ' |
Basic | $0.25 | $0.49 | ($0.35) |
Diluted | $0.24 | $0.48 | ($0.35) |
Weighted-average common shares outstanding: | ' | ' | ' |
Basic | 92,891 | 89,508 | 85,837 |
Diluted | 94,511 | 91,328 | 85,837 |
Other Comprehensive Income (Loss), Net of Tax [Abstract] | ' | ' | ' |
Translation adjustment | -552 | 913 | -373 |
Defined Benefit Plan, Amounts Recognized in Other Comprehensive Income (Loss), Net Actuarial Gain (Loss), before Tax | -671 | ' | ' |
Unrealized actuarial loss on pension benefits | ' | -218 | -1,156 |
Other comprehensive income (loss) | -1,223 | 695 | -1,529 |
Total comprehensive income (loss) | $21,900 | $44,369 | ($31,204) |
CONSOLIDATED_STATEMENTS_OF_STO
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (USD $) | Total | Common Stock | Capital in Excess of Par value of Common Stock | Retained Earnings | Accumulated Other Comprehensive Income |
In Thousands | |||||
Balance at Oct. 02, 2011 | $892,107 | $17,361 | $612,517 | $261,443 | $786 |
Balance (in shares) at Oct. 02, 2011 | ' | 86,806 | ' | ' | ' |
Proceeds from exercise of stock options (in shares) | ' | 1,902 | ' | ' | ' |
Proceeds from exercise of stock options | 31,211 | 380 | 30,831 | ' | ' |
Tax withholding on restricted stock units | -808 | ' | -808 | ' | ' |
Grants and cancellations of restricted share awards (in shares) | ' | 1,574 | ' | ' | ' |
Grants and cancellations of restricted share awards | 0 | 315 | -315 | ' | ' |
Issuance of stock awards related to acquisition | 0 | ' | 0 | ' | ' |
Stock-based compensation | 36,680 | ' | 36,680 | ' | ' |
Other comprehensive income, net of tax | -1,529 | ' | ' | ' | -1,529 |
Net income | -29,675 | ' | ' | -29,675 | ' |
Balance at Sep. 30, 2012 | 927,986 | 18,056 | 678,905 | 231,768 | -743 |
Balance (in shares) at Sep. 30, 2012 | ' | 90,282 | ' | ' | ' |
Proceeds from exercise of stock options (in shares) | ' | 1,944 | ' | ' | ' |
Proceeds from exercise of stock options | 25,297 | 389 | 24,908 | ' | ' |
Tax withholding on restricted stock units | -836 | ' | -836 | ' | ' |
Grants and cancellations of restricted share awards (in shares) | ' | 1,614 | ' | ' | ' |
Grants and cancellations of restricted share awards | ' | 323 | -323 | ' | ' |
Stock-based compensation | 35,242 | ' | 35,242 | ' | ' |
Other comprehensive income, net of tax | 695 | ' | ' | ' | 695 |
Net income | 43,674 | ' | ' | 43,674 | ' |
Balance at Sep. 29, 2013 | 1,032,058 | 18,768 | 737,896 | 275,442 | -48 |
Balance (in shares) at Sep. 29, 2013 | ' | 93,840 | ' | ' | ' |
Proceeds from exercise of stock options (in shares) | ' | 1,511 | ' | ' | ' |
Proceeds from exercise of stock options | 19,218 | 302 | 18,916 | ' | ' |
Tax withholding on restricted stock units | -1,485 | ' | -1,485 | ' | ' |
Grants and cancellations of restricted share awards (in shares) | ' | 282 | ' | ' | ' |
Grants and cancellations of restricted share awards | 0 | 56 | -56 | ' | ' |
Stock-based compensation | 43,939 | ' | 43,939 | ' | ' |
Other comprehensive income, net of tax | -1,223 | ' | ' | ' | -1,223 |
Net income | 23,123 | ' | ' | 23,123 | ' |
Balance at Sep. 28, 2014 | $1,115,630 | $19,126 | $799,210 | $298,565 | ($1,271) |
Balance (in shares) at Sep. 28, 2014 | ' | 95,633 | ' | ' | ' |
CONSOLIDATED_STATEMENT_OF_CASH
CONSOLIDATED STATEMENT OF CASH FLOWS (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 28, 2014 | Sep. 29, 2013 | Sep. 30, 2012 |
Cash flows from operating activities: | ' | ' | ' |
Net income (loss) | $23,123 | $43,674 | ($29,675) |
Adjustments to reconcile net income to net cash provided by operating activities: | ' | ' | ' |
Depreciation and amortization | 125,747 | 113,650 | 136,050 |
Provision for doubtful accounts | 134 | -420 | -526 |
Amortization of deferred financing costs | 795 | 914 | 2,215 |
Write-off of deferred financing cost | 526 | 2,615 | 32,275 |
Settlement of foreign currency forward | 0 | 0 | -3,701 |
Loss on disposition or impairment of assets | 9,752 | 0 | 1,935 |
Deferred income taxes | -21,462 | -9,660 | -17,186 |
Valuation allowance on deferred income taxes | 17,649 | 18,841 | 27,729 |
Stock based compensation expense | 43,938 | 35,242 | 36,680 |
Change in assets and liabilities (net of acquisitions): | ' | ' | ' |
Accounts receivable | 5,239 | -8,493 | -23,776 |
Inventories | 10,263 | -2,931 | 12,916 |
Other current assets | 9,191 | -2,223 | 27,355 |
Other assets | -1,893 | 2,361 | 11,799 |
Accounts payable | -5,541 | -6,357 | 16,017 |
Accrued liabilities | -13,562 | -17,223 | -37,355 |
Other long-term liabilities | 2,828 | -4,983 | -21,529 |
Net cash provided by operating activities | 206,727 | 165,007 | 171,223 |
Cash flows from investing activities: | ' | ' | ' |
Purchases of property and equipment | -39,444 | -37,327 | -49,079 |
Proceeds from the divestiture or sale of assets | 41,001 | 0 | 325 |
Proceeds from the sale of investment | 0 | 0 | 4,352 |
Settlement of foreign currency forward | 0 | 0 | 3,701 |
Payments for acquisitions, net of cash acquired | -337,564 | 0 | -585,218 |
Net cash used in investing activities | -336,007 | -37,327 | -625,919 |
Cash flows from financing activities: | ' | ' | ' |
Repayments of credit facility | -178,000 | -99,975 | -85,625 |
Credit facility issuance costs | -1,521 | -623 | -41,790 |
Proceeds from credit facility | 289,462 | 277,539 | 959,708 |
Extinguishment of debt | -89,462 | -277,539 | -470,296 |
Settlement to terminate capital lease | -3,000 | 0 | 0 |
Stock settled tax withholdings | 1,479 | 879 | 850 |
Exercise proceeds from stock awards | 19,029 | 25,895 | 31,253 |
Net cash (used in) provided by financing activities | 35,029 | -75,582 | 392,400 |
Net increase (decrease) in cash and cash equivalents | -94,251 | 52,098 | -62,296 |
Cash and cash equivalents at beginning of year | 256,433 | 204,335 | 266,631 |
Cash and cash equivalents at end of year | 162,182 | 256,433 | 204,335 |
Supplemental disclosure of cash flow information Cash paid during the year for: | ' | ' | ' |
Interest | 29,231 | 30,886 | 42,178 |
Income taxes | $3,945 | $2,777 | $4,407 |
DESCRIPTION_OF_BUSINESS_AND_SU
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended | |||||||||||||||
Sep. 28, 2014 | ||||||||||||||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | |||||||||||||||
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ' | |||||||||||||||
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||||||||||||||||
Description of Business | ||||||||||||||||
We are a leading designer, manufacturer and marketer of high-performance analog and mixed-signal semiconductor solutions differentiated by power, security, reliability and performance. Our semiconductors manage and control or regulate power, protect against transient voltage spikes and transmit, receive and amplify signals. We offer one of the industry's most comprehensive portfolios of semiconductor technology. Our products include high-performance, high-reliability radio frequency ("RF") and power components, analog and RF integrated circuits, standard and customizable system-on-chip solutions, and mixed-signal and radiation-tolerant field programmable gate arrays. We also offer subsystems and modules that include application-specific power modules and Power-over-Ethernet midspans. | ||||||||||||||||
Our products include discrete and integrated component, module, and subsystem solutions that enhance customer designs by improving performance, reliability and power consumption, reducing size or protecting circuits. The principal end markets that we serve include Communications, Defense & Security, Aerospace and Industrial. | ||||||||||||||||
Fiscal Year | ||||||||||||||||
We report results of operations on the basis of fifty-two and fifty-three week periods. The fiscal year ended on September 28, 2014, September 29, 2013, and September 30, 2012 consisted of fifty-two weeks. In referencing a year, we are referring to the fiscal year ended on the Sunday generally closest to September 30. | ||||||||||||||||
Principles of Consolidation and Presentation of Financial Information | ||||||||||||||||
The consolidated financial statements include the accounts of Microsemi and our subsidiaries. All intercompany transactions and balances have been eliminated. | ||||||||||||||||
Use of Estimates | ||||||||||||||||
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the respective reporting periods. Actual results could differ from those estimates. | ||||||||||||||||
Reclassifications | ||||||||||||||||
Certain prior year amounts have been reclassified to conform to current year presentation. | ||||||||||||||||
Cash and Cash Equivalents | ||||||||||||||||
We consider all short-term, highly liquid investments with an original maturity of three months or less to be cash equivalents. | ||||||||||||||||
Accounts Receivable and Allowance for Doubtful Accounts | ||||||||||||||||
Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The accounts receivable amount shown in the balance sheet are trade accounts receivable balances at the respective dates, net of allowance for doubtful accounts. The allowance for doubtful accounts is our best estimate of the amount of probable credit losses in our existing accounts receivable. We determine the allowance based in part on our historical write-off experience and specific review of account balances due. Past due balances are reviewed individually for collectability. All other balances are reviewed on a pooled basis by the age of the receivable. Account balances are charged off against the allowance when we determine that it is probable the receivable will not be recovered. We review our allowance for doubtful accounts quarterly. We do not have any off-balance-sheet credit exposure related to our customers. To date, our allowance for doubtful accounts has generally been within management’s estimates. | ||||||||||||||||
Inventories | ||||||||||||||||
Inventories are stated at the lower of cost, as determined using the first-in, first-out method, or market. Costs include materials, labor and manufacturing overhead. We evaluate the carrying value of our inventories taking into account such factors as historical and anticipated future sales compared with quantities on hand and the price we expect to obtain for our products in their respective markets. We also evaluate the composition of our inventories to identify any slow-moving, excess or obsolete products. Additionally, inventory write-downs are made based upon such judgments for any inventories that are identified as having a net realizable value less than their cost, which is further reduced by related selling expenses. The net realizable value of our inventories for ongoing operations has generally been within management’s estimates. We have recorded inventory write-downs for discontinued product lines that did not meet gross margin targets, products that are being migrated to newer generations, products that service the large capital spending end markets for which demand has declined, products related to facility closures and losses related to flooding of a facility in Thailand. | ||||||||||||||||
Fair Value of Financial Assets and Liabilities | ||||||||||||||||
Accounting Standards Codification ("ASC") 825 permits entities to elect the fair value option for certain financial assets and financial liabilities. For financial assets or financial liabilities for which an entity elects the fair value option, ASC 825 requires that the entity record the financial asset or financial liability at fair value rather than at historical cost with changes in fair value recorded in the income statement. ASC 825-25 requires that upfront costs and fees related to items for which the fair value option is elected shall be recognized in earnings as incurred and not deferred. | ||||||||||||||||
Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 establishes a hierarchy for ranking the quality and reliability of the information used to determine fair values and includes the following classifications: | ||||||||||||||||
Level 1: Quoted market prices in active markets for identical assets or liabilities. | ||||||||||||||||
Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data. | ||||||||||||||||
Level 3: Unobservable inputs that are not corroborated by market data. | ||||||||||||||||
The following financial assets and liabilities were measured at fair value on a recurring basis using the type of inputs indicated below and are as follows (amounts in thousands): | ||||||||||||||||
Fair Value Measurements Using: | ||||||||||||||||
Total | Level 1 Inputs | Level 2 Inputs | Level 3 Inputs | |||||||||||||
September 29, 2013 | ||||||||||||||||
Interest rate swap liabilities | $ | 643 | $ | — | $ | 643 | $ | — | ||||||||
September 28, 2014 | ||||||||||||||||
Investment in marketable securities | $ | 4,139 | $ | 4,139 | $ | — | $ | — | ||||||||
Interest rate swap liabilities | $ | 77 | $ | — | $ | 77 | $ | — | ||||||||
Property and Equipment | ||||||||||||||||
Property and equipment are stated at lower of cost or realizable values. Depreciation is computed on the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized over the shorter of the lease terms or the estimated useful lives. Maintenance and repairs are charged to expense as incurred and the costs of additions and betterments that increase the useful lives of the assets are capitalized. | ||||||||||||||||
Long-Lived Assets | ||||||||||||||||
We assess the impairment of long-lived assets whenever events or changes in circumstances indicate that their carrying value may not be recoverable from the undiscounted estimated future cash flows expected to result from their use. We are required to make judgments and assumptions in identifying those events or changes in circumstances that may trigger impairment. Some of the factors we consider include: | ||||||||||||||||
• | Significant decrease in the market value of an asset. | |||||||||||||||
• | Significant changes in the extent or manner for which the asset is being used or in its physical condition including manufacturing plant closures. | |||||||||||||||
• | A significant change, delay or departure in our business strategy related to the asset. | |||||||||||||||
• | Significant negative changes in the business climate, industry or economic conditions. | |||||||||||||||
• | Current period operating losses or negative cash flow combined with a history of similar losses or a forecast that indicates continuing losses associated with the use of an asset. | |||||||||||||||
If events or circumstances indicate that the carrying amount of a long-lived asset or asset group may not be recoverable and the expected undiscounted future cash flows attributable to the asset group are less than the carrying value, an impairment loss equal to the excess of the carrying value of the assets within the asset group over their fair value is recorded. The appropriate asset group is determined based on the lowest level of largely independent cash inflows and outflows for the related assets. Depending on the nature of the primary assets in the asset group, fair value is estimated using one of several approaches including replacement cost, appraised values, market quotes or estimated expected future cash flows using a discount rate commensurate with the risk involved. | ||||||||||||||||
Goodwill and Intangible Assets | ||||||||||||||||
We account for goodwill on an impairment-only approach and amortize intangible assets with definite useful lives over the benefit period, which approximates straight-line expense over the respective useful lives. We assess qualitative factors to determine whether it is more likely than not that an indefinite-lived intangible asset such as goodwill is impaired as the basis for determining whether a quantitative impairment test is required. We assess definite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be fully recoverable. Whenever we determine that there has been an impairment of goodwill or other intangible assets with indefinite lives, we will record an impairment charge against earnings. We operate as one reporting unit and an impairment charge would equal the excess of the carrying value of goodwill in our one reporting unit over its then fair value. The identification of intangible assets and determination of the fair value and useful lives are subjective in nature and often involve the use of significant estimates and assumptions. The judgments made in determining the estimated useful lives assigned to each class of assets can significantly affect net income. We completed our most recent qualitative analysis during the fourth quarter of 2014 and noted no significant factors existed during the fiscal year to indicate that it was more likely than not that the fair value of the reporting unit is less than its carrying amount. | ||||||||||||||||
Revenue Recognition, Sales Returns and Allowances | ||||||||||||||||
We primarily recognize revenue from customers, including distributors, when title and risk of loss have passed to the customer provided that: 1) evidence of an arrangement exists; 2) delivery has occurred; 3) the fee is fixed or determinable; and 4) collectability is reasonably assured. For substantially all sales, revenue is recognized, net of estimated returns and discounts, at the time the product is shipped. | ||||||||||||||||
We enter into distribution agreements that permit rights to limited stock rotations, returns, price protection, and volume purchase and other discounts. We provide an estimated allowance for these rights and record a corresponding reduction in revenue. Our estimated allowance is based on several factors including past history and notification from customers of pending activity. Actual activity under such rights have been within management’s expectations. | ||||||||||||||||
We also derive a portion of our revenue from fixed-price contracts. Revenue for these contracts is recorded under a percentage of completion method, which is based on the ratio of total costs incurred to date to estimated total costs at completion. Gross profit expected to be realized on fixed-price contracts is based on periodic estimates of total revenues and costs for each contract. Losses on contracts are accrued when estimated total costs are expected to exceed total revenues. Occasionally, we will enter into contracts on a cost plus fee basis. We recognize revenue based on reimbursements for actual expenses plus the contractually agreed upon fee with the customer. | ||||||||||||||||
Research and Development | ||||||||||||||||
We expense the cost of research and development as incurred. Research and development expenses principally comprise payroll and related costs, supplies, and the cost of prototypes. | ||||||||||||||||
Restructuring Charges | ||||||||||||||||
We recognize a liability for restructuring costs when the liability is incurred. The restructuring accruals are based upon management estimates at the time they are recorded and can change depending upon changes in facts and circumstances subsequent to the date the original liability is recorded. The main components of our restructuring charges are workforce reductions and elimination of excess facilities. Workforce-related charges are accrued when it is determined that a liability exists, which is generally when individuals have been notified of their expected termination dates and expected severance payments or when formal severance plans exist, when the severance payments are probable and reasonably estimable. The elimination of excess facilities results in charges for lease termination fees, future contractual commitments to pay lease charges net of estimated sublease income, facility remediation costs and moving costs to remove property and equipment from the facilities. We recognize charges for elimination of excess facilities when we have vacated the premises or ceased use of the facility. | ||||||||||||||||
Stock-Based Compensation | ||||||||||||||||
Compensation expense for stock options and stock appreciation rights was calculated based on the on the service period of the grant and the grant date or assumption date fair value using the Black-Scholes pricing model. All stock appreciation rights we have granted or assumed are stock-settled. Stock options and stock appreciation rights are granted at exercise prices equal to the closing price of our common stock on the date of grant. Assumed stock options and stock appreciation rights are granted at exercise prices determined in accordance with the acquisition agreement. Expected life and forfeiture rates were estimated based primarily on historical data that were stratified between members of the Board of Directors, executive employees and all other recipients. Expected volatility was estimated based on historical volatility using equally weighted daily price observations over a period approximately equal to the expected life of each option. The risk free interest rate is based on the implied yield currently available on U.S. Treasury securities with an equivalent remaining term. No dividends are expected to be paid. | ||||||||||||||||
Compensation expense for restricted shares was calculated based on the service period of the grant and the closing price of our common stock on the date of grant. 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. | ||||||||||||||||
Compensation expense for performance stock units was calculated based upon expected achievement of the performance metrics specified in the grant and the closing price of our common stock on the date of grant, or when a grant contains a market condition, the grant date fair value using a Monte Carlo simulation. The Monte Carlo simulation incorporates estimates of the potential outcomes of the market condition on the grant date fair value of each award. | ||||||||||||||||
Accounting For Income Taxes | ||||||||||||||||
We account for income taxes under the asset and liability method, whereby deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. We evaluate the need to establish a valuation allowance for deferred tax assets based upon the amount of existing temporary differences, the period in which they are expected to be recovered and expected levels of taxable income. A valuation allowance to reduce deferred tax assets are established when it is more likely than not that some or all of the deferred tax assets will not be realized. We recognize uncertain tax positions when they meet a more-likely-than-not threshold. We recognize potential accrued interest and penalties related to unrecognized tax benefits as income tax expense. | ||||||||||||||||
We file U.S. federal, state, and foreign income tax returns in jurisdictions with varying statutes of limitations. Fiscal years 2007 to 2013 generally remain subject to examination by federal and most state tax authorities. In significant foreign jurisdictions, the 2010 to 2013 tax years generally remain subject to examination by tax authorities. We establish liabilities for possible assessments by tax authorities resulting from known tax exposures including, but not limited to, international tax issues and certain tax credits. We are currently undergoing an Internal Revenue Service examination as well as certain state examinations. There have been no significant proposed adjustments to date. We do not believe the results of any audits would have a material impact on our financial position, results of operations or cash flows. We will continue to monitor the status of these audits. | ||||||||||||||||
Segment Information | ||||||||||||||||
We use the management approach for segment disclosure, which designates the internal organization that is used by management for making operating decisions and assessing performance as the source of our reportable segments. We manage our business on the basis of one reportable segment, as a manufacturer of semiconductors in different geographic areas, including the United States, Europe and Asia. | ||||||||||||||||
Foreign Currency | ||||||||||||||||
All of our significant subsidiaries outside the United States use the United States dollar ("USD") as their functional currency. We have one subsidiary in China that uses the Chinese renminbi as its functional currency. For subsidiaries that use USD as the functional currency, assets and liabilities are remeasured to USD at the exchange rate in effect at the balance sheet date except for non-monetary assets and capital accounts which are measured at historical rates; revenues, expenses, gains and losses are remeasured at rates of exchange that approximate the rates in effect at the transaction date. For subsidiaries that use the local currency as the functional currency, all assets and liabilities are translated to USD using exchange rates in effect at the end of the period. Resulting translation gains or losses are recognized as a component of other comprehensive income. We also conduct a relatively small portion of our business in a number of foreign currencies, principally the European Union euro, Canadian dollar, British pound, Israeli shekel and Chinese renminbi. | ||||||||||||||||
Earnings Per Share | ||||||||||||||||
Basic earnings per share have been computed based upon the weighted-average number of common shares outstanding during the respective periods. Diluted earnings per share have been computed, when the result is dilutive, using the treasury stock method for stock awards outstanding during the respective periods. Earnings per share for 2014, 2013 and 2012 were calculated as follows (amounts in thousands, except per share data): | ||||||||||||||||
Fiscal Years | ||||||||||||||||
2014 | 2013 | 2012 | ||||||||||||||
BASIC | ||||||||||||||||
Net income (loss) | $ | 23,123 | $ | 43,674 | $ | (29,675 | ) | |||||||||
Weighted-average common shares outstanding | 92,891 | 89,508 | 85,837 | |||||||||||||
Basic earnings (loss) per share | $ | 0.25 | $ | 0.49 | $ | (0.35 | ) | |||||||||
DILUTED | ||||||||||||||||
Net income (loss) | $ | 23,123 | $ | 43,674 | $ | (29,675 | ) | |||||||||
Weighted-average common shares outstanding for basic | 92,891 | 89,508 | 85,837 | |||||||||||||
Dilutive effect of stock awards | 1,620 | 1,820 | — | |||||||||||||
Weighted-average common shares outstanding on a diluted basis | 94,511 | 91,328 | 85,837 | |||||||||||||
Diluted earnings (loss) per share | $ | 0.24 | $ | 0.48 | $ | (0.35 | ) | |||||||||
For 2014, 2013 and 2012, 2.8 million, 1.8 million and 5.1 million awards, respectively, were excluded from the computation of diluted EPS as these stock awards would have been anti-dilutive. | ||||||||||||||||
Concentration of Credit Risk and International Sales | ||||||||||||||||
Concentrations of credit risk exist because we rely on a significant portion of customers whose principal sales are to the U.S. Government. Approximately 27% of total net sales in 2014 were in the Defense & Security end market, with a very significant amount of these sales to customers whose principal sales are to the U.S. Government or to subcontractors whose material sales are to the U.S. Government. We, as a subcontractor, sell our products to higher-tier subcontractors or to prime contractors based upon purchase orders that usually do not contain all of the conditions included in the prime contract with the U.S. Government. However, these sales are usually subject to termination and/or price renegotiations by virtue of their reference to a U.S. Government prime contract. Therefore, we believe that all of our product sales that ultimately are sold to the U.S. Government may be subject to termination, at the convenience of the U.S. Government or to price renegotiations under the Renegotiation Act. In addition, the shutdown of non-essential U.S. Government services in October 2013 and any future government shutdowns may significantly increase the risk of contract terminations or renegotiations. At least one of our contracts has been terminated in the past due to the termination of the underlying government contract. There can be no assurance that we will not have contract termination or price renegotiation in the future, and any such termination or renegotiation could have a material adverse impact upon our revenues and results of operations. | ||||||||||||||||
In addition, net sales from international markets represent a significant portion of total net sales. Our net sales to international customers represented approximately 47% for 2014 and 2013 and 50% for 2012. These sales were principally to customers in Europe and Asia. We maintain reserves for potential credit losses and such losses have been within management’s expectations. | ||||||||||||||||
Recently Issued Accounting Standards | ||||||||||||||||
In December 2011, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU" No. 2011-11, the objective of which is to provide additional disclosures on the effect or potential effect of rights of setoff associated with an entity's recognized assets and recognized liabilities within the scope of the update. The update primarily impacts financial instruments and derivatives subject to a master netting arrangement or similar agreement. ASU No. 2011-11 is effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. 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 No. 2013-04, the objective of which is to provide guidance for the recognition, measurement, and disclosure of obligations resulting from joint and several liability arrangements for which the total amount of the obligation is fixed at the reporting date. The guidance in the update requires that these arrangements be recorded as the sum of the amount the reporting entity agreed to pay on the basis of its arrangement among its co-obligors and any additional amount the reporting entity expects to pay on behalf of its co-obligors. ASU 2013-04 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. The adoption of this ASU did not impact our consolidated financial position, results of operations or cash flows. | ||||||||||||||||
In July 2013, the FASB issued ASU No. 2013-11 which requires that an unrecognized tax benefit, or a portion of an unrecognized tax benefit, should be presented as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss or a tax credit carryforward, with certain exceptions. ASU 2013-11 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. We are currently assessing the impact of this ASU but adoption will only have the potential of affecting the presentation of unrecognized tax benefits and will no impact our consolidated financial position, results of operations or cash flows. | ||||||||||||||||
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 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. | ||||||||||||||||
In August 2014, the FASB issued ASU 2014-15 which provides guidance on managements responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern within one year after the date that the financial statements are issued (or within one year after the date that the financial statements are available to be issued when applicable) and to provide related footnote disclosures. The amendments in this Update are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. We are currently assessing the impact of this ASU on our consolidated financial position and results of operations. |
ACQUISITIONS_Notes
ACQUISITIONS (Notes) | 12 Months Ended | |||||||
Sep. 28, 2014 | ||||||||
Business Combinations [Abstract] | ' | |||||||
ACQUISITIONS | ' | |||||||
ACQUISITIONS | ||||||||
In November 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. 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 allocated the total 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 allocation is as follows (amounts in thousands): | ||||||||
Cash and cash equivalents | $ | 26,337 | ||||||
Accounts receivable | 32,131 | |||||||
Inventories | 47,536 | |||||||
Other current assets | 57,405 | |||||||
Property and equipment | 18,857 | |||||||
Other assets | 1,063 | |||||||
Identifiable intangible assets | 108,800 | |||||||
Goodwill | 67,329 | |||||||
Current liabilities | (36,753 | ) | ||||||
Deferred tax liabilities | (6,347 | ) | ||||||
Other non-current liabilities | (3,619 | ) | ||||||
Total consideration | $ | 312,739 | ||||||
As of the acquisition date, the gross contractual amount of acquired accounts receivable was $33.4 million and an estimate of contractual cash flows not expected to be collected was $1.3 million. | ||||||||
The valuation of identifiable intangible assets and their estimated useful lives are as follows (dollar amounts in thousands): | ||||||||
Asset | Weighted | |||||||
Amount | Average | |||||||
Useful Life | ||||||||
(Years) | ||||||||
Completed technology | $ | 74,100 | 9 | |||||
Customer relationships | 30,400 | 9 | ||||||
Other | 4,300 | 1 | ||||||
$ | 108,800 | |||||||
In July 2014, we acquired Mingoa, Ltd., a provider of semiconductor IP for hardware accelerated Ethernet OAM and embedded tests and in September 2014, we acquired Centellax, Inc., a supplier of high-speed analog and RF semiconductor products for the optical communications and Ethernet datacom markets. The estimated consideration for these acquisitions was $51.5 million. | ||||||||
We allocated the total estimated consideration of Mingoa's and Centellax'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 | $ | 586 | ||||||
Accounts receivable | 2,307 | |||||||
Inventories | 5,746 | |||||||
Other current assets | 189 | |||||||
Property and equipment | 1,898 | |||||||
Other assets | 52 | |||||||
Identifiable intangible assets | 20,730 | |||||||
Goodwill | 28,045 | |||||||
Deferred tax liabilities | (5,530 | ) | ||||||
Current liabilities | (2,327 | ) | ||||||
Other non-current liabilities | (178 | ) | ||||||
Total consideration | $ | 51,518 | ||||||
As of the acquisition date, the gross contractual amount of acquired accounts receivable of $2.3 million was expected to be fully collectible. | ||||||||
The valuation of identifiable intangible assets and their estimated useful lives are as follows (dollar amounts in thousands): | ||||||||
Asset | Weighted | |||||||
Amount | Average | |||||||
Useful Life | ||||||||
(Years) | ||||||||
Completed technology | $ | 19,100 | 5 | |||||
Customer relationships | 1,360 | 4 | ||||||
Other | 270 | 1 | ||||||
$ | 20,730 | |||||||
Valuation methodology | ||||||||
The fair value of the identified intangible assets for the acquisitions 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 acquisitions 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 entities' 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 acquisitions noted above 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 for the Mingoa and Centellax acquisitions, 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 revisions 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 (unaudited) | ||||||||
The following supplemental pro forma data summarizes the results of operations for 2014 and 2013, as if we completed the acquisitions listed above as of the first day of 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 the acquisitions 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): | ||||||||
2014 | 2013 | |||||||
Net sales | $ | 1,180,484 | $ | 1,195,356 | ||||
Net income | $ | 25,478 | $ | 22,638 | ||||
Earnings per share: | ||||||||
Basic | $ | 0.27 | $ | 0.25 | ||||
Diluted | $ | 0.27 | $ | 0.25 | ||||
INVENTORIES
INVENTORIES | 12 Months Ended | |||||||
Sep. 28, 2014 | ||||||||
Inventory Disclosure [Abstract] | ' | |||||||
INVENTORIES | ' | |||||||
INVENTORIES | ||||||||
Inventories are summarized as follows (amounts in thousands): | ||||||||
September 28, | September 29, | |||||||
2014 | 2013 | |||||||
Raw materials | $ | 55,280 | $ | 36,436 | ||||
Work in progress | 94,044 | 86,762 | ||||||
Finished goods | 55,681 | 38,788 | ||||||
$ | 205,005 | $ | 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 2014, our evaluation led us to selectively exit product offerings that we believe will continue to lag our overall profitability goals. This resulted in an inventory write-off 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. |
PROPERTY_AND_EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended | |||||||||
Sep. 28, 2014 | ||||||||||
Property, Plant and Equipment [Abstract] | ' | |||||||||
PROPERTY AND EQUIPMENT | ' | |||||||||
PROPERTY AND EQUIPMENT | ||||||||||
Property and equipment consisted of the following components (dollar amounts in thousands): | ||||||||||
Asset Life | September 28, | September 29, | ||||||||
2014 | 2013 | |||||||||
Buildings | 20-40 years | $ | 40,109 | $ | 37,773 | |||||
Machinery and equipment | 3-10 years | 339,800 | 328,652 | |||||||
Furniture and fixtures | 5-10 years | 9,917 | 10,918 | |||||||
Leasehold improvements | Shorter of asset life or life of lease | 46,967 | 38,698 | |||||||
436,793 | 416,041 | |||||||||
Accumulated depreciation | (303,758 | ) | (303,529 | ) | ||||||
Land | 2,084 | 1,725 | ||||||||
Construction in progress | 13,593 | 10,921 | ||||||||
$ | 148,712 | $ | 125,158 | |||||||
Depreciation expense was $32.9 million, $28.8 million and $31.3 million in 2014, 2013 and 2012, respectively. |
GOODWILL_AND_INTANGIBLE_ASSETS
GOODWILL AND INTANGIBLE ASSETS, NET | 12 Months Ended | |||||||||||||||||||||||
Sep. 28, 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): | ||||||||||||||||||||||||
28-Sep-14 | 29-Sep-13 | Life | ||||||||||||||||||||||
Gross | Accumulated | Gross | Accumulated | (in years) | ||||||||||||||||||||
Carrying | Amortization | Carrying | Amortization | |||||||||||||||||||||
Value | Value | |||||||||||||||||||||||
Amortizable intangible assets | ||||||||||||||||||||||||
Completed technology | $ | 402,670 | $ | (201,337 | ) | $ | 309,470 | $ | (157,472 | ) | 2 to 15 | |||||||||||||
Customer relationships | 301,790 | (152,462 | ) | 270,030 | (107,474 | ) | 4 to 15 | |||||||||||||||||
Backlog, trade name and other | 17,917 | (16,685 | ) | 13,341 | (12,720 | ) | 1 to 5 | |||||||||||||||||
$ | 722,377 | $ | (370,484 | ) | $ | 592,841 | $ | (277,666 | ) | |||||||||||||||
Non-amortizing intangible assets | ||||||||||||||||||||||||
Goodwill | $ | 885,610 | $ | 790,236 | ||||||||||||||||||||
A reconciliation of our goodwill for the years ended September 28, 2014 and September 29, 2013 is as follows (amounts in thousands): | ||||||||||||||||||||||||
28-Sep-14 | 29-Sep-13 | |||||||||||||||||||||||
Beginning balance | $ | 790,236 | $ | 790,236 | ||||||||||||||||||||
Additions from acquisitions | 95,374 | — | ||||||||||||||||||||||
Ending balance | $ | 885,610 | $ | 790,236 | ||||||||||||||||||||
Amortization of intangible assets included in operating expenses for each of the three fiscal years in the period ended September 28, 2014 is as follows (amounts in thousands): | ||||||||||||||||||||||||
2014 | 2013 | 2012 | ||||||||||||||||||||||
Amortizable intangible assets | ||||||||||||||||||||||||
Completed technology | $ | 43,863 | $ | 39,005 | $ | 40,621 | ||||||||||||||||||
Customer relationships | 44,988 | 42,589 | 41,451 | |||||||||||||||||||||
Backlog, trade name and other | 3,958 | 3,225 | 22,684 | |||||||||||||||||||||
$ | 92,809 | $ | 84,819 | $ | 104,756 | |||||||||||||||||||
Estimated amortization expense in each of the five succeeding years and thereafter is as follows (amounts in thousands): | ||||||||||||||||||||||||
2015 | 2016 | 2017 | 2018 | 2019 | Thereafter | |||||||||||||||||||
Amortization expense | $ | 88,186 | $ | 83,638 | $ | 80,473 | $ | 37,838 | $ | 15,573 | $ | 46,185 | ||||||||||||
ACCRUED_LIABILITIES
ACCRUED LIABILITIES | 12 Months Ended | |||||||
Sep. 28, 2014 | ||||||||
Accounts Payable and Accrued Liabilities, Current [Abstract] | ' | |||||||
ACCRUED LIABILITIES | ' | |||||||
ACCRUED LIABILITIES | ||||||||
Accrued liabilities consisted of the following components (amounts in thousands): | ||||||||
September 28, | September 29, | |||||||
2014 | 2013 | |||||||
Payroll, bonus and employee benefits | $ | 34,278 | $ | 24,649 | ||||
Deferred revenue | 11,430 | 5,565 | ||||||
Outside services | 9,616 | 10,258 | ||||||
Warranties | 6,882 | 2,809 | ||||||
Restructuring and severance | 8,439 | 8,587 | ||||||
Commissions | 4,026 | 2,799 | ||||||
Income taxes | 971 | 2,291 | ||||||
Licenses | 1,107 | 786 | ||||||
Sales and property taxes | 1,081 | 785 | ||||||
Interest | 67 | 1,276 | ||||||
Other | 7,805 | 3,804 | ||||||
$ | 85,702 | $ | 63,609 | |||||
Accrued warranties of $6.9 million includes a $3.8 million balance assumed as part of the Microsemi – FTD acquisition. |
INCOME_TAXES
INCOME TAXES | 12 Months Ended | |||||||||||
Sep. 28, 2014 | ||||||||||||
Income Tax Disclosure [Abstract] | ' | |||||||||||
INCOME TAXES | ' | |||||||||||
INCOME TAXES | ||||||||||||
Pretax income (loss) was generated from the following sources for each of the three fiscal years in the period ended September 28, 2014 (amounts in thousands): | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Domestic | $ | (62,702 | ) | $ | (38,709 | ) | $ | (88,964 | ) | |||
Foreign | 86,618 | 94,772 | 74,239 | |||||||||
Total | $ | 23,916 | $ | 56,063 | $ | (14,725 | ) | |||||
The provision for income taxes consisted of the following components for each of the three fiscal years in the period ended September 28, 2014 (amounts in thousands): | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Current: | ||||||||||||
Federal | $ | — | $ | 812 | $ | (16 | ) | |||||
State | 264 | 806 | 228 | |||||||||
Foreign | 3,914 | 3,115 | 3,458 | |||||||||
Deferred: | ||||||||||||
Federal | (6,534 | ) | 2,306 | 5,061 | ||||||||
State | (155 | ) | 1,385 | 2,255 | ||||||||
Foreign | 3,304 | 3,965 | 3,964 | |||||||||
$ | 793 | $ | 12,389 | $ | 14,950 | |||||||
We recorded a provision for income taxes of $0.8 million on pretax income of $23.9 million in 2014 compared to a provision for income taxes of $12.4 million on pre-tax income of $56.1 million in 2013, and a provision for income taxes of $15.0 million on pretax loss of $14.7 million in 2012. These provisions for income taxes were primarily due to the tax provision on profitable entities in foreign jurisdictions, U.S. tax provision relating to deferred tax liabilities that will not provide future sources of income to realize deferred tax assets, and release of valuation allowance due to additional deferred tax liabilities acquired through purchase accounting. We had cumulative operating losses for the three years ended in 2014 for our U.S. operations and several foreign operations and accordingly, have provided a full valuation allowance on certain of our U.S. and foreign net deferred tax assets as we have determined that it is more likely than not that the tax benefits will not be realized in the future. | ||||||||||||
During 2014 and 2013 we increased the valuation allowance by $8.9 million and $13.9 million, respectively, which primarily related to deductions for intangible (non-goodwill) amortization, partially offset by the release of valuation allowance due to the deferred tax liabilities acquired. During 2012 we increased the valuation allowance by $179.3 million, which primarily related to the acquisition of Microsemi - CMPG during the quarter ended January 1, 2012, and the recording of the deferred tax assets related to the acquisition. | ||||||||||||
We have federal and state net operating losses ("NOLs") of approximately $308.7 million and $170.0 million, respectively, that begin expiring in 2021 and 2014, respectively. Of the total NOL carryforward, $34.6 million related to the excess tax benefit from employee stock compensation and stockholders' equity will increase by $34.6 million if and when such excess tax benefits are ultimately realized. We have foreign NOLs of approximately $259.2 million that begin expiring in 2032. We have federal and state research and experimentation credits of approximately $45.7 million and $66.1 million, respectively. We have foreign research and experimentation credits of approximately $81.5 million that begin expiring in 2017 and incentive deductions of approximately $29.0 million. that carry forward indefinitely. We have federal foreign tax credits of approximately $4.7 million. We have federal and state enterprise zone credits, federal and state investment tax credits, and alternative minimum tax credits totaling $9.0 million that begin expiring in 2015. The utilization of NOLs and credits acquired through an acquisition may be subject to limitations due to change in control. | ||||||||||||
No provision has been made for future income taxes on undistributed earnings of foreign operations (except for insignificant jurisdictions) since they have been indefinitely reinvested in these operations. Determination of the amount of unrecognized deferred tax liability for temporary differences related to these undistributed earnings is not practicable, as such liability is dependent upon a number of factors, including foreign tax credit position that would exist at the time any remittance would occur. At the end of 2014 and 2013, these undistributed earnings aggregated approximately $430.4 million and $357.4 million, respectively. | ||||||||||||
The following is a reconciliation of income tax computed at the federal statutory rate to our actual tax expense for each of the three fiscal years in the period ended September 28, 2014 (amounts in thousands): | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Tax computed at federal statutory rate | $ | 8,372 | $ | 19,622 | $ | (5,153 | ) | |||||
State taxes, net of federal impact | (1,064 | ) | (1,468 | ) | (3,244 | ) | ||||||
Foreign income taxed at different rates | (24,667 | ) | (20,523 | ) | (18,207 | ) | ||||||
Tax credits and incentives | (2,757 | ) | (5,418 | ) | (1,096 | ) | ||||||
Stock award compensation | 1,157 | 197 | 295 | |||||||||
Unrecognized tax benefits | 1,410 | (392 | ) | 1,981 | ||||||||
U.S. tax on foreign income | 4,061 | 1,374 | 18,150 | |||||||||
Income tax return to provision | (189 | ) | (875 | ) | (3,153 | ) | ||||||
Non-deductible permanent items | 869 | 167 | 1,682 | |||||||||
Pre-acquisition loss carry forwards | (11,414 | ) | — | (4,043 | ) | |||||||
Expiration of tax attributes | 2,931 | — | — | |||||||||
Foreign declared dividend | 3,642 | — | — | |||||||||
Withholding taxes | 300 | 700 | — | |||||||||
Other differences, net | 493 | 164 | 9 | |||||||||
Valuation allowance | 17,649 | 18,841 | 27,729 | |||||||||
$ | 793 | $ | 12,389 | $ | 14,950 | |||||||
The tax effected deferred tax assets (liabilities) are comprised of the following components (amounts in thousands): | ||||||||||||
September 28, | 29-Sep-13 | |||||||||||
2014 | ||||||||||||
Accounts receivable, net | $ | 1,173 | $ | 945 | ||||||||
Inventories | 14,501 | 9,264 | ||||||||||
Accrued employee benefit expenses | 8,806 | 4,230 | ||||||||||
Net operating losses | 149,571 | 140,555 | ||||||||||
Tax credits and incentives | 144,219 | 140,069 | ||||||||||
Accrued other expenses | 11,397 | 6,287 | ||||||||||
Deferred equity compensation | 16,725 | 14,845 | ||||||||||
Property and equipment, net | 3,115 | 3,242 | ||||||||||
Other assets | 11,753 | 9,797 | ||||||||||
Total deferred tax assets | 361,260 | 329,234 | ||||||||||
Intangible assets | (127,213 | ) | (100,050 | ) | ||||||||
Foreign declared dividend | (3,642 | ) | — | |||||||||
Total deferred tax liabilities | (130,855 | ) | (100,050 | ) | ||||||||
Less valuation allowance | (218,946 | ) | (210,073 | ) | ||||||||
$ | 11,459 | $ | 19,111 | |||||||||
A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (amounts in thousands): | ||||||||||||
September 28, | September 29, | 30-Sep-12 | ||||||||||
2014 | 2013 | |||||||||||
Beginning gross unrecognized tax benefits | $ | 69,571 | $ | 58,016 | $ | 32,370 | ||||||
Additions based on tax positions related to the current year | 2,389 | 3,238 | 12,786 | |||||||||
Additions based on current year acquisitions | 28,861 | — | 10,615 | |||||||||
Additions based on tax positions of prior years | 459 | 12,845 | 2,605 | |||||||||
Reductions based on tax positions of prior years | — | (2,805 | ) | (169 | ) | |||||||
Reductions for lapses and settlements | (3,609 | ) | (1,723 | ) | (191 | ) | ||||||
Ending gross unrecognized tax benefit | $ | 97,671 | $ | 69,571 | $ | 58,016 | ||||||
We recognize interest and penalties accrued related to unrecognized tax benefits in tax expense. During the years ended September 28, 2014, September 29, 2013, and September 30, 2012, we recognized approximately $0.7 million, $0.0 million, and $2.0 million, respectively, in interest and penalties. The cumulative interest and penalties at September 28, 2014 and September 29, 2013 were $6.6 million and $5.9 million, respectively. | ||||||||||||
Unrecognized tax benefits of $59.8 million (including interest) at September 28, 2014 would impact the effective tax rate if recognized after the valuation allowance has been released. We anticipate a decrease in gross unrecognized tax benefits of approximately $19.7 million within the next twelve months based on federal, state, and foreign expirations in various jurisdictions. | ||||||||||||
We file U.S. federal, state, and foreign income tax returns in jurisdictions with varying statutes of limitations. Fiscal years 2007 to 2013 generally remain subject to examination by federal and most state tax authorities. In significant foreign jurisdictions, the 2010 to 2013 tax years generally remain subject to examination by tax authorities. We establish liabilities for possible assessments by tax authorities resulting from known tax exposures including, but not limited to, international tax issues and certain tax credits. We are currently undergoing an Internal Revenue Service examination as well as certain state examinations. There have been no significant proposed adjustments to date. As of September 28, 2014, the IRS has raised questions primarily related to transfer pricing. Management believes that the Company's position is appropriate and that an adequate provision has been made for any adjustments that may result from tax examinations. However, the outcome of tax audits cannot be predicted with certainty. If any issues addressed in the Company's tax audits are resolved in a manner not consistent with management's expectations, the Company would be required to adjust its provision for income tax in the period such resolution occurs. While the Company believes its reported results are accurate, any significant adjustments could have a material adverse effect on the Company's results of operations, cash flows and financial position if not resolved within expectations. |
CREDIT_AGREEMENT_AND_RELATED_I
CREDIT AGREEMENT AND RELATED INSTRUMENTS | 12 Months Ended | |||||||||||||||||||
Sep. 28, 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 September 28, 2014, we had $698.0 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 $693.0 million at September 28, 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 September 28, 2014, the principal amounts outstanding were Eurodollar Rate loans and interest rate information as of September 28, 2014 were as follows (dollar 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 | $ | 51,651 | 3.25 | % | 1.75 | % | 2.75 | % | 0.75 | % | 3.5 | % | ||||||||
Our term loan facility matures in February 2020 and as of September 28, 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 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 September 28, 2014. | ||||||||||||||||||||
Interest Rate Swap Agreement | ||||||||||||||||||||
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 in 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 agreements. 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 $0.6 million in 2014 and income of $1.3 million in 2013. |
OTHER_LONGTERM_LIABILITIES
OTHER LONG-TERM LIABILITIES | 12 Months Ended | |||||||
Sep. 28, 2014 | ||||||||
Other Liabilities Disclosure [Abstract] | ' | |||||||
OTHER LONG-TERM LIABILITIES | ' | |||||||
OTHER LONG-TERM LIABILITIES | ||||||||
Other long-term liabilities consisted of (amounts in thousands): | ||||||||
September 28, | September 29, | |||||||
2014 | 2013 | |||||||
Unrecognized tax benefits | $ | 17,376 | $ | 16,546 | ||||
Deferred rent | 13,671 | 15,510 | ||||||
Pension and retirement | 8,853 | 7,164 | ||||||
Restructuring | 3,836 | — | ||||||
Environmental | 200 | 372 | ||||||
Capital leases | 55 | 2,873 | ||||||
Interest rate swaps | — | 368 | ||||||
Other | 2,887 | 1,536 | ||||||
Total | $ | 46,878 | $ | 44,369 | ||||
STOCKBASED_COMPENSATION
STOCK-BASED COMPENSATION | 12 Months Ended | ||||||||||||||
Sep. 28, 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; 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 canceled 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. | |||||||||||||||
Stock-based compensation expense was $43.9 million in 2014, $35.2 million in 2013 and $36.7 million in 2012. At September 28, 2014, unamortized compensation expense related to unvested stock awards was $46.6 million. The weighted average period over which compensation expense related to these grants will be recognized is 1.4 years. | |||||||||||||||
Remaining share-units available for grant, assuming the issuance of performance units at target, at September 28, 2014, September 29, 2013 and September 30, 2012 under the 2008 Plan were 14.1 million, 12.2 million and 16.0 million, respectively. | |||||||||||||||
Stock Options and Stock Appreciation Rights | |||||||||||||||
Compensation expense for stock options and stock appreciation rights was calculated based on the grant or assumption date using the Black-Scholes pricing model. All stock appreciation rights we have granted or assumed are stock-settled. Stock options and stock appreciation rights are granted at exercise prices equal to the closing price of our common stock on the date of grant. Assumed stock options and stock appreciation rights are granted at exercise prices determined in accordance with the acquisition agreement. Expected life was estimated based on historical exercise data that was stratified between members of the Board of Directors, executive employees and all other recipients. Expected volatility was estimated based on historical volatility using equally weighted daily price observations over a period approximately equal to the expected life of each option. The risk free interest rate is based on the implied yield currently available on U.S. Treasury securities with an equivalent remaining term. No dividends are expected to be paid. | |||||||||||||||
Activity and price information related to stock options and stock appreciation rights are as follows (quantity and intrinsic value in thousands): | |||||||||||||||
Quantity | Weighted-Average Exercise Price | Intrinsic Value | Weighted Average Remaining Life (Years) | ||||||||||||
Outstanding at October 2, 2011 | 9,474 | $ | 19.84 | $ | 12,684 | 3.1 | |||||||||
Exercised | (1,933 | ) | $ | 16.82 | $ | 7,619 | |||||||||
Forfeited | (567 | ) | $ | 24.99 | |||||||||||
Outstanding at September 30, 2012 | 6,974 | $ | 20.26 | 21,557 | 2.5 | ||||||||||
Exercised | (1,944 | ) | $ | 14.16 | $ | 16,956 | |||||||||
Forfeited | (348 | ) | $ | 24.33 | |||||||||||
Outstanding at September 29, 2013 | 4,682 | $ | 22.49 | $ | 14,702 | 1.7 | |||||||||
Assumed from acquisition | 578 | $ | 20.08 | ||||||||||||
Exercised | (1,228 | ) | $ | 16.39 | $ | 16,956 | |||||||||
Forfeited | (1,364 | ) | $ | 26.55 | |||||||||||
Outstanding at September 28, 2014 | 2,668 | $ | 22.7 | $ | 7,413 | 2 | |||||||||
Exercisable at September 28, 2014 | 2,404 | $ | 22.91 | 6,280 | 1.6 | ||||||||||
Exercisable and expected to vest after September 28, 2014 | 2,666 | $ | 22.7 | $ | 7,405 | 2 | |||||||||
In connection with the acquisition Symmetricom, Inc. in 2014, we assumed stock options and converted them to Microsemi awards in accordance with the merger agreement. | |||||||||||||||
Quantity and weighted-average exercise prices related to stock options and stock appreciation rights outstanding as of September 28, 2014 and stratified by exercise price are as follows (quantity in thousands): | |||||||||||||||
Exercisable | Outstanding | ||||||||||||||
Exercise Price | Quantity | Weighted-Average Exercise Price | Quantity | Weighted-Average Exercise Price | |||||||||||
Less than or equal to $20.00 | 521 | $ | 14.33 | 607 | $ | 14.34 | |||||||||
Greater than $20.00 | 1,870 | $ | 25.3 | 2,061 | $ | 25.16 | |||||||||
2,391 | $ | 22.91 | 2,668 | $ | 22.7 | ||||||||||
Weighted-average fair value and weighted-average assumptions used in the calculation of compensation expense for assumed grants in 2014 are as follows. There were no stock options or stock appreciation rights granted or assumed in 2012 or 2013. | |||||||||||||||
Fair Value | Risk Free Rate | Expected Dividend Yield | Expected Life (Years) | Expected Volatility | |||||||||||
$ | 20.08 | 0.5 | % | — | % | 2.7 | 31 | % | |||||||
Restricted Stock Awards | |||||||||||||||
Compensation expense for restricted stock awards was calculated based on the closing price of our common stock on the date of grant. Restricted stock awards are subject to forfeiture if a participant does not meet length of service requirements. Restricted stock awards granted to employees typically vest over a three year period and awards granted to non-employee directors vest on grant date in accordance with our director compensation policy. | |||||||||||||||
Activity and price information related to restricted stock awards are as follows (quantity in thousands): | |||||||||||||||
Quantity | Weighted-Average Grant Price | ||||||||||||||
Outstanding at October 2, 2011 | 2,350 | $ | 19.44 | ||||||||||||
Granted | 1,656 | $ | 19.41 | ||||||||||||
Vested | (1,281 | ) | $ | 19.27 | |||||||||||
Forfeited | (70 | ) | $ | 19.34 | |||||||||||
Outstanding at September 30, 2012 | 2,655 | $ | 19.51 | ||||||||||||
Granted | 1,887 | $ | 20.39 | ||||||||||||
Vested | (1,363 | ) | $ | 19.1 | |||||||||||
Forfeited | (115 | ) | $ | 20.16 | |||||||||||
Outstanding at September 29, 2013 | 3,064 | $ | 20.21 | ||||||||||||
Granted | 1,589 | $ | 24.67 | ||||||||||||
Vested | (1,393 | ) | $ | 20.41 | |||||||||||
Forfeited | (186 | ) | $ | 22.11 | |||||||||||
Outstanding at September 28, 2014 | 3,074 | $ | 22.31 | ||||||||||||
Performance Units | |||||||||||||||
Compensation expense for performance stock units was calculated based upon expected achievement of the performance metrics specified in the grant and the closing price of our common stock on the date of grant, or when a grant contains a market condition, the grant date fair value using a Monte Carlo simulation. Vesting of performance units issued in 2013 and 2014 contain a market condition and the Monte Carlo simulation incorporates estimates of the potential outcomes of the market condition on the date fair value of each award. | |||||||||||||||
Performance 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 will be subject to the net sales metric for the performance period and 50% will be subject to the earnings per share metric for the performance period. 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 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 addition, the vesting of the award will also be determined in part by our total shareholder return over the performance period covered by the award relative to the peer group. A portion of the award may be earned based on performance in each year of 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 vested based on our growth in net sales and earnings per share (subject to certain adjustments) for 2014, 2015, and 2016 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, 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. In addition, the vesting of the award will also be determined in part by our total shareholder return over the performance period covered by the award relative to the peer group. A portion of the award may be earned based on performance in each year of the performance period. | |||||||||||||||
Activity and price information related to performance units are as follows (quantity report at target and in thousands): | |||||||||||||||
Quantity | Weighted-Average Grant Price | ||||||||||||||
Outstanding at September 30, 2012 | 350 | $ | 17.77 | ||||||||||||
Granted | 350 | $ | 21.62 | ||||||||||||
Vested | (105 | ) | $ | 17.77 | |||||||||||
Outstanding at September 29, 2013 | 595 | $ | 20.03 | ||||||||||||
Granted | 332 | $ | 26.27 | ||||||||||||
Vesting in excess of target | 56 | $ | 17.77 | ||||||||||||
Vested | (301 | ) | $ | 17.77 | |||||||||||
Outstanding at September 28, 2014 | 682 | $ | 23.88 | ||||||||||||
EMPLOYEE_BENEFIT_PLANS
EMPLOYEE BENEFIT PLANS | 12 Months Ended |
Sep. 28, 2014 | |
Postemployment Benefits [Abstract] | ' |
EMPLOYEE BENEFIT PLANS | ' |
EMPLOYEE BENEFIT PLANS | |
We sponsor 401(k) savings plans whereby participating employees may elect to contribute up to 50% of their eligible wages up to the statutory contribution limit. Employees 50 years of age and older may contribute a further 75% of their eligible wages up to the statutory contribution limit. During 2014, employer contributions were $3.6 million. | |
In certain entities outside the United States, we provide defined-benefit and defined contribution plans, many in accordance with local regulations. We typically deposit employer contributions with third party trustees, insurance trust funds, or government-managed accounts. | |
We assumed a pension plan in Germany related to our acquisition of Microsemi - CMPG in 2012 that covers employees with over ten years of active service and provides benefits based on length of service and final pensionable earnings. There are no segregated pension fund assets under this plan. The pension liability is insured and we have pledged the insurance contracts to the pensioners. Accordingly, the contracts are now considered to be a plan asset. As the plan assets are insurance contracts, the Company does not control the investment strategy and thus cannot influence the return on investments. The insurance payments are guaranteed by the insurer and should the insurer default on its obligation, the security fund for insurance companies in Germany would assume the contracts. As of September 28, 2014, the fair value of plan assets was $5.1 million and benefit obligations were $7.6 million. During 2014, we recorded an unrealized actuarial loss on pension benefits of $0.7 million in other comprehensive income due to a reduction in the discount rate assumption used to determine benefit obligations from 3.2% to 2.1%. There are no employer contributions expected in the next twelve months. |
COMMITMENTS_AND_CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended | ||||||||||||||||||||||
Sep. 28, 2014 | |||||||||||||||||||||||
Commitments and Contingencies Disclosure [Abstract] | ' | ||||||||||||||||||||||
COMMITMENTS AND CONTINGENCIES | ' | ||||||||||||||||||||||
COMMITMENTS AND CONTINGENCIES | |||||||||||||||||||||||
Operating Leases | |||||||||||||||||||||||
We occupy premises and lease equipment under operating lease agreements expiring through 2029. The aggregate undiscounted future minimum rental payments under these leases are as follows (amounts in thousands): | |||||||||||||||||||||||
2015 | 2016 | 2017 | 2018 | 2019 | Thereafter | ||||||||||||||||||
$ | 21,639 | $ | 19,154 | $ | 15,150 | $ | 12,652 | $ | 11,711 | $ | 20,645 | ||||||||||||
Lease expense charged to income was $23.5 million in 2014, $20.2 million in 2013 and $21.4 million in 2012. | |||||||||||||||||||||||
Contingencies | |||||||||||||||||||||||
We are generally self-insured for losses and liabilities related to workers’ compensation and employer’s liability insurance. Accrued workers’ compensation liability was $1.9 million and $1.5 million at September 28, 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, commercial transactions, contracts, environmental matters and matters related to compliance with governmental regulations. The ultimate aggregate amount of monetary liability or financial impact with respect to these matters is subject to many uncertainties and is therefore not predictable with assurance. In the opinion of management, the final outcome of these matters, if they are adverse, will not have a material adverse effect on our financial position, results of operations or cash flows. However, there can be no assurance with respect to such result, and monetary liability, financial impact or other sanctions imposed on us from these matters could differ materially from those projected. |
RESTRUCTURING_CHARGES_AND_SEVE
RESTRUCTURING CHARGES AND SEVERANCE CHARGES | 12 Months Ended | ||||||||||||||||
Sep. 28, 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 | 13,915 | 11,437 | 9,248 | 34,600 | |||||||||||||
Reversal of prior provision | (339 | ) | (2,756 | ) | — | (3,095 | ) | ||||||||||
Cash expenditures | (13,871 | ) | (8,786 | ) | (2,535 | ) | (25,192 | ) | |||||||||
Other non-cash settlement | 1,749 | (519 | ) | (6,713 | ) | (5,483 | ) | ||||||||||
Balance at September 28, 2014 | $ | 4,079 | $ | 8,197 | $ | — | $ | 12,276 | |||||||||
We recorded net provisions for employee severance of $13.6 million for 2014, which covered approximately 350 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 $11.4 million for 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 $2.8 million reversal of prior provision related to a lease termination agreement executed during 2014 for a manufacturing facility in Scottsdale, Arizona. We recorded provisions for this facility when it ceased production activities in 2011. | |||||||||||||||||
We recorded net provisions for other associated costs for restructuring of $9.2 million for 2014 primarily for facility and equipment impairments and costs incurred to close facilities and relocate operations, and included in this amount was a charge of $1.5 million related to the sale of a property that was previously used primarily as a manufacturing facility. |
SEGMENT_INFORMATION
SEGMENT INFORMATION | 12 Months Ended | |||||||||||
Sep. 28, 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 based on a customer's ship-to location and by estimated end market are as follows (amounts in thousands): | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Net Sales: | ||||||||||||
United States | $ | 604,358 | $ | 514,632 | $ | 501,257 | ||||||
Europe | 163,669 | 142,343 | 165,942 | |||||||||
Asia | 338,448 | 292,589 | 320,430 | |||||||||
Other | 31,788 | 26,380 | 24,866 | |||||||||
Total | $ | 1,138,263 | $ | 975,944 | $ | 1,012,495 | ||||||
Aerospace | $ | 169,613 | $ | 187,006 | $ | 212,293 | ||||||
Communications | 407,593 | 278,126 | 311,952 | |||||||||
Defense & Security | 302,714 | 306,311 | 286,430 | |||||||||
Industrial | 258,343 | 204,501 | 201,820 | |||||||||
Total | $ | 1,138,263 | $ | 975,944 | $ | 1,012,495 | ||||||
As a percentage of consolidated net sales, customers with a ship-to location in Hong Kong totaled 11% in 2012 and there were no countries outside the United States exceeding 10% in 2014 and 2013. | ||||||||||||
Property and equipment, net by geographic area are as follows (amounts in thousands): | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
United States | $ | 117,867 | $ | 100,736 | $ | 93,496 | ||||||
Europe | 12,167 | 12,558 | 13,253 | |||||||||
Asia | 16,766 | 10,209 | 7,912 | |||||||||
Other | 1,912 | 1,655 | 1,485 | |||||||||
Total | $ | 148,712 | $ | 125,158 | $ | 116,146 | ||||||
UNAUDITED_SELECTED_QUARTERLY_F
UNAUDITED SELECTED QUARTERLY FINANCIAL DATA | 12 Months Ended | |||||||||||||||
Sep. 28, 2014 | ||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | ' | |||||||||||||||
UNAUDITED SELECTED QUARTERLY FINANCIAL DATA | ' | |||||||||||||||
UNAUDITED SELECTED QUARTERLY FINANCIAL DATA | ||||||||||||||||
Selected quarterly financial data are as follows (amounts in thousands, except earnings per share): | ||||||||||||||||
Quarters ended in fiscal year 2014 | ||||||||||||||||
September 28, | June 29, | March 30, | December 29, | |||||||||||||
2014 | 2014 | 2014 | 2013 | |||||||||||||
Net sales | $ | 303,315 | $ | 292,301 | $ | 287,016 | $ | 255,631 | ||||||||
Gross profit | $ | 170,966 | $ | 153,590 | $ | 148,639 | $ | 138,308 | ||||||||
Net income (loss) | $ | 32,797 | $ | (4,293 | ) | $ | (6,759 | ) | $ | 1,379 | ||||||
Basic earnings (loss) per share | $ | 0.35 | $ | (0.05 | ) | $ | (0.07 | ) | $ | 0.01 | ||||||
Diluted earnings (loss) per share | $ | 0.34 | $ | (0.05 | ) | $ | (0.07 | ) | $ | 0.01 | ||||||
Quarters ended in fiscal year 2013 | ||||||||||||||||
September 29, | June 30, | March 31, | December 30, | |||||||||||||
2013 | 2013 | 2013 | 2012 | |||||||||||||
Net sales | $ | 250,383 | $ | 242,630 | $ | 235,333 | $ | 247,598 | ||||||||
Gross profit | $ | 142,838 | $ | 138,312 | $ | 133,465 | $ | 142,573 | ||||||||
Net income (loss) | $ | 14,086 | $ | 18,279 | $ | (2,905 | ) | $ | 14,214 | |||||||
Basic earnings (loss) per share | $ | 0.16 | $ | 0.2 | $ | (0.03 | ) | $ | 0.16 | |||||||
Diluted earnings (loss) per share | $ | 0.15 | $ | 0.2 | $ | (0.03 | ) | $ | 0.16 | |||||||
VALUATION_AND_QUALIFYING_ACCOU
VALUATION AND QUALIFYING ACCOUNTS | 12 Months Ended | |||||||||||||||||||
Sep. 28, 2014 | ||||||||||||||||||||
Valuation and Qualifying Accounts [Abstract] | ' | |||||||||||||||||||
VALUATION AND QUALIFYING ACCOUNTS | ' | |||||||||||||||||||
SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS | ||||||||||||||||||||
(amounts in thousands) | ||||||||||||||||||||
Column A | Column B | Column C | Column D | Column E | Column F | |||||||||||||||
Classification | Balance at | Charged | Charged | Deductions- | Balance | |||||||||||||||
beginning | to costs and | to other | recoveries and | at end of | ||||||||||||||||
of period | expenses | accounts | write-offs | period | ||||||||||||||||
Allowance for doubtful accounts | ||||||||||||||||||||
30-Sep-12 | $ | 2,149 | $ | (497 | ) | $ | — | $ | (29 | ) | $ | 1,623 | ||||||||
29-Sep-13 | $ | 1,623 | $ | (43 | ) | $ | — | $ | (377 | ) | $ | 1,203 | ||||||||
28-Sep-14 | $ | 1,203 | $ | 564 | $ | — | $ | (430 | ) | $ | 1,337 | |||||||||
Tax valuation allowance | ||||||||||||||||||||
30-Sep-12 | $ | 16,803 | $ | 27,729 | $ | 151,615 | $ | — | $ | 196,147 | ||||||||||
29-Sep-13 | $ | 196,147 | $ | 18,841 | $ | (4,915 | ) | $ | — | $ | 210,073 | |||||||||
28-Sep-14 | $ | 210,073 | $ | 17,649 | $ | (8,776 | ) | $ | — | $ | 218,946 | |||||||||
DESCRIPTION_OF_BUSINESS_AND_SU1
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended | |||||||||||||||
Sep. 28, 2014 | ||||||||||||||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | |||||||||||||||
Fiscal Year | ' | |||||||||||||||
Fiscal Year | ||||||||||||||||
We report results of operations on the basis of fifty-two and fifty-three week periods. The fiscal year ended on September 28, 2014, September 29, 2013, and September 30, 2012 consisted of fifty-two weeks. In referencing a year, we are referring to the fiscal year ended on the Sunday generally closest to September 30. | ||||||||||||||||
Principles of Consolidation and Presentation of Financial Information | ' | |||||||||||||||
Principles of Consolidation and Presentation of Financial Information | ||||||||||||||||
The consolidated financial statements include the accounts of Microsemi and our subsidiaries. All intercompany transactions and balances have been eliminated. | ||||||||||||||||
Use of Estimates | ' | |||||||||||||||
Use of Estimates | ||||||||||||||||
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the respective reporting periods. Actual results could differ from those estimates. | ||||||||||||||||
Cash and Cash Equivalents | ' | |||||||||||||||
Cash and Cash Equivalents | ||||||||||||||||
We consider all short-term, highly liquid investments with an original maturity of three months or less to be cash equivalents. | ||||||||||||||||
Receivables, Trade and Other Accounts Receivable, Allowance for Doubtful Accounts, Policy [Policy Text Block] | ' | |||||||||||||||
Accounts Receivable and Allowance for Doubtful Accounts | ||||||||||||||||
Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The accounts receivable amount shown in the balance sheet are trade accounts receivable balances at the respective dates, net of allowance for doubtful accounts. The allowance for doubtful accounts is our best estimate of the amount of probable credit losses in our existing accounts receivable. We determine the allowance based in part on our historical write-off experience and specific review of account balances due. Past due balances are reviewed individually for collectability. All other balances are reviewed on a pooled basis by the age of the receivable. Account balances are charged off against the allowance when we determine that it is probable the receivable will not be recovered. We review our allowance for doubtful accounts quarterly. We do not have any off-balance-sheet credit exposure related to our customers. To date, our allowance for doubtful accounts has generally been within management’s estimates. | ||||||||||||||||
Inventories | ' | |||||||||||||||
Inventories | ||||||||||||||||
Inventories are stated at the lower of cost, as determined using the first-in, first-out method, or market. Costs include materials, labor and manufacturing overhead. We evaluate the carrying value of our inventories taking into account such factors as historical and anticipated future sales compared with quantities on hand and the price we expect to obtain for our products in their respective markets. We also evaluate the composition of our inventories to identify any slow-moving, excess or obsolete products. Additionally, inventory write-downs are made based upon such judgments for any inventories that are identified as having a net realizable value less than their cost, which is further reduced by related selling expenses. The net realizable value of our inventories for ongoing operations has generally been within management’s estimates. We have recorded inventory write-downs for discontinued product lines that did not meet gross margin targets, products that are being migrated to newer generations, products that service the large capital spending end markets for which demand has declined, products related to facility closures and losses related to flooding of a facility in Thailand. | ||||||||||||||||
Fair Value of Financial Assets and Liabilities | ' | |||||||||||||||
Fair Value of Financial Assets and Liabilities | ||||||||||||||||
Accounting Standards Codification ("ASC") 825 permits entities to elect the fair value option for certain financial assets and financial liabilities. For financial assets or financial liabilities for which an entity elects the fair value option, ASC 825 requires that the entity record the financial asset or financial liability at fair value rather than at historical cost with changes in fair value recorded in the income statement. ASC 825-25 requires that upfront costs and fees related to items for which the fair value option is elected shall be recognized in earnings as incurred and not deferred. | ||||||||||||||||
Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 establishes a hierarchy for ranking the quality and reliability of the information used to determine fair values and includes the following classifications: | ||||||||||||||||
Level 1: Quoted market prices in active markets for identical assets or liabilities. | ||||||||||||||||
Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data. | ||||||||||||||||
Level 3: Unobservable inputs that are not corroborated by market data. | ||||||||||||||||
The following financial assets and liabilities were measured at fair value on a recurring basis using the type of inputs indicated below and are as follows (amounts in thousands): | ||||||||||||||||
Fair Value Measurements Using: | ||||||||||||||||
Total | Level 1 Inputs | Level 2 Inputs | Level 3 Inputs | |||||||||||||
September 29, 2013 | ||||||||||||||||
Interest rate swap liabilities | $ | 643 | $ | — | $ | 643 | $ | — | ||||||||
September 28, 2014 | ||||||||||||||||
Investment in marketable securities | $ | 4,139 | $ | 4,139 | $ | — | $ | — | ||||||||
Interest rate swap liabilities | $ | 77 | $ | — | $ | 77 | $ | — | ||||||||
Property and Equipment | ' | |||||||||||||||
Property and Equipment | ||||||||||||||||
Property and equipment are stated at lower of cost or realizable values. Depreciation is computed on the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized over the shorter of the lease terms or the estimated useful lives. Maintenance and repairs are charged to expense as incurred and the costs of additions and betterments that increase the useful lives of the assets are capitalized. | ||||||||||||||||
Long-Lived Assets | ' | |||||||||||||||
Long-Lived Assets | ||||||||||||||||
We assess the impairment of long-lived assets whenever events or changes in circumstances indicate that their carrying value may not be recoverable from the undiscounted estimated future cash flows expected to result from their use. We are required to make judgments and assumptions in identifying those events or changes in circumstances that may trigger impairment. Some of the factors we consider include: | ||||||||||||||||
• | Significant decrease in the market value of an asset. | |||||||||||||||
• | Significant changes in the extent or manner for which the asset is being used or in its physical condition including manufacturing plant closures. | |||||||||||||||
• | A significant change, delay or departure in our business strategy related to the asset. | |||||||||||||||
• | Significant negative changes in the business climate, industry or economic conditions. | |||||||||||||||
• | Current period operating losses or negative cash flow combined with a history of similar losses or a forecast that indicates continuing losses associated with the use of an asset. | |||||||||||||||
If events or circumstances indicate that the carrying amount of a long-lived asset or asset group may not be recoverable and the expected undiscounted future cash flows attributable to the asset group are less than the carrying value, an impairment loss equal to the excess of the carrying value of the assets within the asset group over their fair value is recorded. The appropriate asset group is determined based on the lowest level of largely independent cash inflows and outflows for the related assets. Depending on the nature of the primary assets in the asset group, fair value is estimated using one of several approaches including replacement cost, appraised values, market quotes or estimated expected future cash flows using a discount rate commensurate with the risk involved. | ||||||||||||||||
Goodwill and Intangible Assets | ' | |||||||||||||||
Goodwill and Intangible Assets | ||||||||||||||||
We account for goodwill on an impairment-only approach and amortize intangible assets with definite useful lives over the benefit period, which approximates straight-line expense over the respective useful lives. We assess qualitative factors to determine whether it is more likely than not that an indefinite-lived intangible asset such as goodwill is impaired as the basis for determining whether a quantitative impairment test is required. We assess definite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be fully recoverable. Whenever we determine that there has been an impairment of goodwill or other intangible assets with indefinite lives, we will record an impairment charge against earnings. We operate as one reporting unit and an impairment charge would equal the excess of the carrying value of goodwill in our one reporting unit over its then fair value. The identification of intangible assets and determination of the fair value and useful lives are subjective in nature and often involve the use of significant estimates and assumptions. The judgments made in determining the estimated useful lives assigned to each class of assets can significantly affect net income. | ||||||||||||||||
Revenue Recognition, Sales Returns and Allowances | ' | |||||||||||||||
Revenue Recognition, Sales Returns and Allowances | ||||||||||||||||
We primarily recognize revenue from customers, including distributors, when title and risk of loss have passed to the customer provided that: 1) evidence of an arrangement exists; 2) delivery has occurred; 3) the fee is fixed or determinable; and 4) collectability is reasonably assured. For substantially all sales, revenue is recognized, net of estimated returns and discounts, at the time the product is shipped. | ||||||||||||||||
We enter into distribution agreements that permit rights to limited stock rotations, returns, price protection, and volume purchase and other discounts. We provide an estimated allowance for these rights and record a corresponding reduction in revenue. Our estimated allowance is based on several factors including past history and notification from customers of pending activity. Actual activity under such rights have been within management’s expectations. | ||||||||||||||||
We also derive a portion of our revenue from fixed-price contracts. Revenue for these contracts is recorded under a percentage of completion method, which is based on the ratio of total costs incurred to date to estimated total costs at completion. Gross profit expected to be realized on fixed-price contracts is based on periodic estimates of total revenues and costs for each contract. Losses on contracts are accrued when estimated total costs are expected to exceed total revenues. Occasionally, we will enter into contracts on a cost plus fee basis. We recognize revenue based on reimbursements for actual expenses plus the contractually agreed upon fee with the customer. | ||||||||||||||||
Research and Development | ' | |||||||||||||||
Research and Development | ||||||||||||||||
We expense the cost of research and development as incurred. Research and development expenses principally comprise payroll and related costs, supplies, and the cost of prototypes. | ||||||||||||||||
Restructuring Charges | ' | |||||||||||||||
Restructuring Charges | ||||||||||||||||
We recognize a liability for restructuring costs when the liability is incurred. The restructuring accruals are based upon management estimates at the time they are recorded and can change depending upon changes in facts and circumstances subsequent to the date the original liability is recorded. The main components of our restructuring charges are workforce reductions and elimination of excess facilities. Workforce-related charges are accrued when it is determined that a liability exists, which is generally when individuals have been notified of their expected termination dates and expected severance payments or when formal severance plans exist, when the severance payments are probable and reasonably estimable. The elimination of excess facilities results in charges for lease termination fees, future contractual commitments to pay lease charges net of estimated sublease income, facility remediation costs and moving costs to remove property and equipment from the facilities. We recognize charges for elimination of excess facilities when we have vacated the premises or ceased use of the facility. | ||||||||||||||||
Stock-Based Compensation | ' | |||||||||||||||
Stock-Based Compensation | ||||||||||||||||
Compensation expense for stock options and stock appreciation rights was calculated based on the on the service period of the grant and the grant date or assumption date fair value using the Black-Scholes pricing model. All stock appreciation rights we have granted or assumed are stock-settled. Stock options and stock appreciation rights are granted at exercise prices equal to the closing price of our common stock on the date of grant. Assumed stock options and stock appreciation rights are granted at exercise prices determined in accordance with the acquisition agreement. Expected life and forfeiture rates were estimated based primarily on historical data that were stratified between members of the Board of Directors, executive employees and all other recipients. Expected volatility was estimated based on historical volatility using equally weighted daily price observations over a period approximately equal to the expected life of each option. The risk free interest rate is based on the implied yield currently available on U.S. Treasury securities with an equivalent remaining term. No dividends are expected to be paid. | ||||||||||||||||
Compensation expense for restricted shares was calculated based on the service period of the grant and the closing price of our common stock on the date of grant. 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. | ||||||||||||||||
Compensation expense for performance stock units was calculated based upon expected achievement of the performance metrics specified in the grant and the closing price of our common stock on the date of grant, or when a grant contains a market condition, the grant date fair value using a Monte Carlo simulation. The Monte Carlo simulation incorporates estimates of the potential outcomes of the market condition on the grant date fair value of each award. | ||||||||||||||||
Accounting For Income Taxes | ' | |||||||||||||||
Accounting For Income Taxes | ||||||||||||||||
We account for income taxes under the asset and liability method, whereby deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. We evaluate the need to establish a valuation allowance for deferred tax assets based upon the amount of existing temporary differences, the period in which they are expected to be recovered and expected levels of taxable income. A valuation allowance to reduce deferred tax assets are established when it is more likely than not that some or all of the deferred tax assets will not be realized. We recognize uncertain tax positions when they meet a more-likely-than-not threshold. We recognize potential accrued interest and penalties related to unrecognized tax benefits as income tax expense. | ||||||||||||||||
Segment Information | ' | |||||||||||||||
Segment Information | ||||||||||||||||
We use the management approach for segment disclosure, which designates the internal organization that is used by management for making operating decisions and assessing performance as the source of our reportable segments. We manage our business on the basis of one reportable segment, as a manufacturer of semiconductors in different geographic areas, including the United States, Europe and Asia. | ||||||||||||||||
Foreign Currency | ' | |||||||||||||||
Foreign Currency | ||||||||||||||||
All of our significant subsidiaries outside the United States use the United States dollar ("USD") as their functional currency. We have one subsidiary in China that uses the Chinese renminbi as its functional currency. For subsidiaries that use USD as the functional currency, assets and liabilities are remeasured to USD at the exchange rate in effect at the balance sheet date except for non-monetary assets and capital accounts which are measured at historical rates; revenues, expenses, gains and losses are remeasured at rates of exchange that approximate the rates in effect at the transaction date. For subsidiaries that use the local currency as the functional currency, all assets and liabilities are translated to USD using exchange rates in effect at the end of the period. Resulting translation gains or losses are recognized as a component of other comprehensive income. We also conduct a relatively small portion of our business in a number of foreign currencies, principally the European Union euro, Canadian dollar, British pound, Israeli shekel and Chinese renminbi. | ||||||||||||||||
Earnings Per Share | ' | |||||||||||||||
Earnings Per Share | ||||||||||||||||
Basic earnings per share have been computed based upon the weighted-average number of common shares outstanding during the respective periods. Diluted earnings per share have been computed, when the result is dilutive, using the treasury stock method for stock awards outstanding during the respective periods. | ||||||||||||||||
Concentration of Credit Risk and Foreign Sales | ' | |||||||||||||||
Concentration of Credit Risk and International Sales | ||||||||||||||||
Concentrations of credit risk exist because we rely on a significant portion of customers whose principal sales are to the U.S. Government. Approximately 27% of total net sales in 2014 were in the Defense & Security end market, with a very significant amount of these sales to customers whose principal sales are to the U.S. Government or to subcontractors whose material sales are to the U.S. Government. We, as a subcontractor, sell our products to higher-tier subcontractors or to prime contractors based upon purchase orders that usually do not contain all of the conditions included in the prime contract with the U.S. Government. However, these sales are usually subject to termination and/or price renegotiations by virtue of their reference to a U.S. Government prime contract. Therefore, we believe that all of our product sales that ultimately are sold to the U.S. Government may be subject to termination, at the convenience of the U.S. Government or to price renegotiations under the Renegotiation Act. In addition, the shutdown of non-essential U.S. Government services in October 2013 and any future government shutdowns may significantly increase the risk of contract terminations or renegotiations. At least one of our contracts has been terminated in the past due to the termination of the underlying government contract. There can be no assurance that we will not have contract termination or price renegotiation in the future, and any such termination or renegotiation could have a material adverse impact upon our revenues and results of operations. | ||||||||||||||||
In addition, net sales from international markets represent a significant portion of total net sales. Our net sales to international customers represented approximately 47% for 2014 and 2013 and 50% for 2012. These sales were principally to customers in Europe and Asia. We maintain reserves for potential credit losses and such losses have been within management’s expectations. |
DESCRIPTION_OF_BUSINESS_AND_SU2
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended | |||||||||||
Sep. 28, 2014 | ||||||||||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | |||||||||||
Earnings Per Share | ' | |||||||||||
Earnings per share for 2014, 2013 and 2012 were calculated as follows (amounts in thousands, except per share data): | ||||||||||||
Fiscal Years | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
BASIC | ||||||||||||
Net income (loss) | $ | 23,123 | $ | 43,674 | $ | (29,675 | ) | |||||
Weighted-average common shares outstanding | 92,891 | 89,508 | 85,837 | |||||||||
Basic earnings (loss) per share | $ | 0.25 | $ | 0.49 | $ | (0.35 | ) | |||||
DILUTED | ||||||||||||
Net income (loss) | $ | 23,123 | $ | 43,674 | $ | (29,675 | ) | |||||
Weighted-average common shares outstanding for basic | 92,891 | 89,508 | 85,837 | |||||||||
Dilutive effect of stock awards | 1,620 | 1,820 | — | |||||||||
Weighted-average common shares outstanding on a diluted basis | 94,511 | 91,328 | 85,837 | |||||||||
Diluted earnings (loss) per share | $ | 0.24 | $ | 0.48 | $ | (0.35 | ) | |||||
ACQUISITIONS_Tables
ACQUISITIONS (Tables) | 12 Months Ended | |||||||
Sep. 28, 2014 | ||||||||
Business Acquisition [Line Items] | ' | |||||||
Business Acquisition, Pro Forma Information | ' | |||||||
2014 | 2013 | |||||||
Net sales | $ | 1,180,484 | $ | 1,195,356 | ||||
Net income | $ | 25,478 | $ | 22,638 | ||||
Earnings per share: | ||||||||
Basic | $ | 0.27 | $ | 0.25 | ||||
Diluted | $ | 0.27 | $ | 0.25 | ||||
Symmetricom | ' | |||||||
Business Acquisition [Line Items] | ' | |||||||
Schedule of Business Acquisitions by Acquisition, Contingent Consideration [Table Text Block] | ' | |||||||
The allocation is as follows (amounts in thousands): | ||||||||
Cash and cash equivalents | $ | 26,337 | ||||||
Accounts receivable | 32,131 | |||||||
Inventories | 47,536 | |||||||
Other current assets | 57,405 | |||||||
Property and equipment | 18,857 | |||||||
Other assets | 1,063 | |||||||
Identifiable intangible assets | 108,800 | |||||||
Goodwill | 67,329 | |||||||
Current liabilities | (36,753 | ) | ||||||
Deferred tax liabilities | (6,347 | ) | ||||||
Other non-current liabilities | (3,619 | ) | ||||||
Total consideration | $ | 312,739 | ||||||
Schedule of Acquired Finite-Lived Intangible Assets by Major Class [Table Text Block] | ' | |||||||
The valuation of identifiable intangible assets and their estimated useful lives are as follows (dollar amounts in thousands): | ||||||||
Asset | Weighted | |||||||
Amount | Average | |||||||
Useful Life | ||||||||
(Years) | ||||||||
Completed technology | $ | 74,100 | 9 | |||||
Customer relationships | 30,400 | 9 | ||||||
Other | 4,300 | 1 | ||||||
$ | 108,800 | |||||||
Mingoa and Centellax | ' | |||||||
Business Acquisition [Line Items] | ' | |||||||
Schedule of Business Acquisitions by Acquisition, Contingent Consideration [Table Text Block] | ' | |||||||
The preliminary allocation is as follows (amounts in thousands): | ||||||||
Cash and cash equivalents | $ | 586 | ||||||
Accounts receivable | 2,307 | |||||||
Inventories | 5,746 | |||||||
Other current assets | 189 | |||||||
Property and equipment | 1,898 | |||||||
Other assets | 52 | |||||||
Identifiable intangible assets | 20,730 | |||||||
Goodwill | 28,045 | |||||||
Deferred tax liabilities | (5,530 | ) | ||||||
Current liabilities | (2,327 | ) | ||||||
Other non-current liabilities | (178 | ) | ||||||
Total consideration | $ | 51,518 | ||||||
Schedule of Acquired Finite-Lived Intangible Assets by Major Class [Table Text Block] | ' | |||||||
The valuation of identifiable intangible assets and their estimated useful lives are as follows (dollar amounts in thousands): | ||||||||
Asset | Weighted | |||||||
Amount | Average | |||||||
Useful Life | ||||||||
(Years) | ||||||||
Completed technology | $ | 19,100 | 5 | |||||
Customer relationships | 1,360 | 4 | ||||||
Other | 270 | 1 | ||||||
$ | 20,730 | |||||||
INVENTORIES_Tables
INVENTORIES (Tables) | 12 Months Ended | |||||||
Sep. 28, 2014 | ||||||||
Inventory Disclosure [Abstract] | ' | |||||||
Inventories | ' | |||||||
Inventories are summarized as follows (amounts in thousands): | ||||||||
September 28, | September 29, | |||||||
2014 | 2013 | |||||||
Raw materials | $ | 55,280 | $ | 36,436 | ||||
Work in progress | 94,044 | 86,762 | ||||||
Finished goods | 55,681 | 38,788 | ||||||
$ | 205,005 | $ | 161,986 | |||||
PROPERTY_AND_EQUIPMENT_Tables
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended | |||||||||
Sep. 28, 2014 | ||||||||||
Property, Plant and Equipment [Abstract] | ' | |||||||||
Components of Property Plant and Equipment | ' | |||||||||
Property and equipment consisted of the following components (dollar amounts in thousands): | ||||||||||
Asset Life | September 28, | September 29, | ||||||||
2014 | 2013 | |||||||||
Buildings | 20-40 years | $ | 40,109 | $ | 37,773 | |||||
Machinery and equipment | 3-10 years | 339,800 | 328,652 | |||||||
Furniture and fixtures | 5-10 years | 9,917 | 10,918 | |||||||
Leasehold improvements | Shorter of asset life or life of lease | 46,967 | 38,698 | |||||||
436,793 | 416,041 | |||||||||
Accumulated depreciation | (303,758 | ) | (303,529 | ) | ||||||
Land | 2,084 | 1,725 | ||||||||
Construction in progress | 13,593 | 10,921 | ||||||||
$ | 148,712 | $ | 125,158 | |||||||
GOODWILL_AND_INTANGIBLE_ASSETS1
GOODWILL AND INTANGIBLE ASSETS, NET (Tables) | 12 Months Ended | |||||||||||||||||||||||
Sep. 28, 2014 | ||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||||||||||||||||||
Goodwill and Intangible Assets | ' | |||||||||||||||||||||||
Goodwill and intangible assets, net consisted of the following components (amounts in thousands): | ||||||||||||||||||||||||
28-Sep-14 | 29-Sep-13 | Life | ||||||||||||||||||||||
Gross | Accumulated | Gross | Accumulated | (in years) | ||||||||||||||||||||
Carrying | Amortization | Carrying | Amortization | |||||||||||||||||||||
Value | Value | |||||||||||||||||||||||
Amortizable intangible assets | ||||||||||||||||||||||||
Completed technology | $ | 402,670 | $ | (201,337 | ) | $ | 309,470 | $ | (157,472 | ) | 2 to 15 | |||||||||||||
Customer relationships | 301,790 | (152,462 | ) | 270,030 | (107,474 | ) | 4 to 15 | |||||||||||||||||
Backlog, trade name and other | 17,917 | (16,685 | ) | 13,341 | (12,720 | ) | 1 to 5 | |||||||||||||||||
$ | 722,377 | $ | (370,484 | ) | $ | 592,841 | $ | (277,666 | ) | |||||||||||||||
Non-amortizing intangible assets | ||||||||||||||||||||||||
Goodwill | $ | 885,610 | $ | 790,236 | ||||||||||||||||||||
Reconciliation of Goodwill | ' | |||||||||||||||||||||||
A reconciliation of our goodwill for the years ended September 28, 2014 and September 29, 2013 is as follows (amounts in thousands): | ||||||||||||||||||||||||
28-Sep-14 | 29-Sep-13 | |||||||||||||||||||||||
Beginning balance | $ | 790,236 | $ | 790,236 | ||||||||||||||||||||
Additions from acquisitions | 95,374 | — | ||||||||||||||||||||||
Ending balance | $ | 885,610 | $ | 790,236 | ||||||||||||||||||||
Estimated Amortization Expense | ' | |||||||||||||||||||||||
Estimated amortization expense in each of the five succeeding years and thereafter is as follows (amounts in thousands): | ||||||||||||||||||||||||
2015 | 2016 | 2017 | 2018 | 2019 | Thereafter | |||||||||||||||||||
Amortization expense | $ | 88,186 | $ | 83,638 | $ | 80,473 | $ | 37,838 | $ | 15,573 | $ | 46,185 | ||||||||||||
ACCRUED_LIABILITIES_Tables
ACCRUED LIABILITIES (Tables) | 12 Months Ended | |||||||
Sep. 28, 2014 | ||||||||
Accounts Payable and Accrued Liabilities, Current [Abstract] | ' | |||||||
Components of Accrued Liabilities | ' | |||||||
Accrued liabilities consisted of the following components (amounts in thousands): | ||||||||
September 28, | September 29, | |||||||
2014 | 2013 | |||||||
Payroll, bonus and employee benefits | $ | 34,278 | $ | 24,649 | ||||
Deferred revenue | 11,430 | 5,565 | ||||||
Outside services | 9,616 | 10,258 | ||||||
Warranties | 6,882 | 2,809 | ||||||
Restructuring and severance | 8,439 | 8,587 | ||||||
Commissions | 4,026 | 2,799 | ||||||
Income taxes | 971 | 2,291 | ||||||
Licenses | 1,107 | 786 | ||||||
Sales and property taxes | 1,081 | 785 | ||||||
Interest | 67 | 1,276 | ||||||
Other | 7,805 | 3,804 | ||||||
$ | 85,702 | $ | 63,609 | |||||
INCOME_TAXES_Tables
INCOME TAXES (Tables) | 12 Months Ended | |||||||||||
Sep. 28, 2014 | ||||||||||||
Income Tax Disclosure [Abstract] | ' | |||||||||||
Pretax Income (Loss) | ' | |||||||||||
Pretax income (loss) was generated from the following sources for each of the three fiscal years in the period ended September 28, 2014 (amounts in thousands): | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Domestic | $ | (62,702 | ) | $ | (38,709 | ) | $ | (88,964 | ) | |||
Foreign | 86,618 | 94,772 | 74,239 | |||||||||
Total | $ | 23,916 | $ | 56,063 | $ | (14,725 | ) | |||||
Provision (Benefit) of Income Taxes | ' | |||||||||||
The provision for income taxes consisted of the following components for each of the three fiscal years in the period ended September 28, 2014 (amounts in thousands): | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Current: | ||||||||||||
Federal | $ | — | $ | 812 | $ | (16 | ) | |||||
State | 264 | 806 | 228 | |||||||||
Foreign | 3,914 | 3,115 | 3,458 | |||||||||
Deferred: | ||||||||||||
Federal | (6,534 | ) | 2,306 | 5,061 | ||||||||
State | (155 | ) | 1,385 | 2,255 | ||||||||
Foreign | 3,304 | 3,965 | 3,964 | |||||||||
$ | 793 | $ | 12,389 | $ | 14,950 | |||||||
Reconciliation of income Tax Computed at the Federal Statutary Rate | ' | |||||||||||
The following is a reconciliation of income tax computed at the federal statutory rate to our actual tax expense for each of the three fiscal years in the period ended September 28, 2014 (amounts in thousands): | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Tax computed at federal statutory rate | $ | 8,372 | $ | 19,622 | $ | (5,153 | ) | |||||
State taxes, net of federal impact | (1,064 | ) | (1,468 | ) | (3,244 | ) | ||||||
Foreign income taxed at different rates | (24,667 | ) | (20,523 | ) | (18,207 | ) | ||||||
Tax credits and incentives | (2,757 | ) | (5,418 | ) | (1,096 | ) | ||||||
Stock award compensation | 1,157 | 197 | 295 | |||||||||
Unrecognized tax benefits | 1,410 | (392 | ) | 1,981 | ||||||||
U.S. tax on foreign income | 4,061 | 1,374 | 18,150 | |||||||||
Income tax return to provision | (189 | ) | (875 | ) | (3,153 | ) | ||||||
Non-deductible permanent items | 869 | 167 | 1,682 | |||||||||
Pre-acquisition loss carry forwards | (11,414 | ) | — | (4,043 | ) | |||||||
Expiration of tax attributes | 2,931 | — | — | |||||||||
Foreign declared dividend | 3,642 | — | — | |||||||||
Withholding taxes | 300 | 700 | — | |||||||||
Other differences, net | 493 | 164 | 9 | |||||||||
Valuation allowance | 17,649 | 18,841 | 27,729 | |||||||||
$ | 793 | $ | 12,389 | $ | 14,950 | |||||||
Components of Deferred Tax Assets (Liabilities) | ' | |||||||||||
The tax effected deferred tax assets (liabilities) are comprised of the following components (amounts in thousands): | ||||||||||||
September 28, | 29-Sep-13 | |||||||||||
2014 | ||||||||||||
Accounts receivable, net | $ | 1,173 | $ | 945 | ||||||||
Inventories | 14,501 | 9,264 | ||||||||||
Accrued employee benefit expenses | 8,806 | 4,230 | ||||||||||
Net operating losses | 149,571 | 140,555 | ||||||||||
Tax credits and incentives | 144,219 | 140,069 | ||||||||||
Accrued other expenses | 11,397 | 6,287 | ||||||||||
Deferred equity compensation | 16,725 | 14,845 | ||||||||||
Property and equipment, net | 3,115 | 3,242 | ||||||||||
Other assets | 11,753 | 9,797 | ||||||||||
Total deferred tax assets | 361,260 | 329,234 | ||||||||||
Intangible assets | (127,213 | ) | (100,050 | ) | ||||||||
Foreign declared dividend | (3,642 | ) | — | |||||||||
Total deferred tax liabilities | (130,855 | ) | (100,050 | ) | ||||||||
Less valuation allowance | (218,946 | ) | (210,073 | ) | ||||||||
$ | 11,459 | $ | 19,111 | |||||||||
Unrecognized Tax Benefits | ' | |||||||||||
A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (amounts in thousands): | ||||||||||||
September 28, | September 29, | 30-Sep-12 | ||||||||||
2014 | 2013 | |||||||||||
Beginning gross unrecognized tax benefits | $ | 69,571 | $ | 58,016 | $ | 32,370 | ||||||
Additions based on tax positions related to the current year | 2,389 | 3,238 | 12,786 | |||||||||
Additions based on current year acquisitions | 28,861 | — | 10,615 | |||||||||
Additions based on tax positions of prior years | 459 | 12,845 | 2,605 | |||||||||
Reductions based on tax positions of prior years | — | (2,805 | ) | (169 | ) | |||||||
Reductions for lapses and settlements | (3,609 | ) | (1,723 | ) | (191 | ) | ||||||
Ending gross unrecognized tax benefit | $ | 97,671 | $ | 69,571 | $ | 58,016 | ||||||
CREDIT_AGREEMENT_AND_RELATED_I1
CREDIT AGREEMENT AND RELATED INSTRUMENTS (Tables) | 12 Months Ended |
Sep. 28, 2014 | |
Debt Disclosure [Abstract] | ' |
Interest Rate Margin on Debt | 'At SeptemberB 28, 2014, the principal amounts outstanding were Eurodollar Rate loans and interest rate information as of SeptemberB 28, 2014 were as follows (dollar amounts in thousands):B B Principal OutstandingB Base RateB Base Rate MarginB Eurodollar Rate MarginB Eurodollar FloorB Applicable RateRevolving and swingline loansB $bB 3.25%B 3.25%B 4.25%B b%B b%Term loanB $646,375B 3.25%B 1.50%B 2.50%B 0.75%B 3.25%Incremental term loanB $51,651B 3.25%B 1.75%B 2.75%B 0.75%B 3.50% |
OTHER_LONGTERM_LIABILITIES_Tab
OTHER LONG-TERM LIABILITIES (Tables) | 12 Months Ended | |||||||
Sep. 28, 2014 | ||||||||
Other Liabilities Disclosure [Abstract] | ' | |||||||
Long-Term Liabilities Table | ' | |||||||
Other long-term liabilities consisted of (amounts in thousands): | ||||||||
September 28, | September 29, | |||||||
2014 | 2013 | |||||||
Unrecognized tax benefits | $ | 17,376 | $ | 16,546 | ||||
Deferred rent | 13,671 | 15,510 | ||||||
Pension and retirement | 8,853 | 7,164 | ||||||
Restructuring | 3,836 | — | ||||||
Environmental | 200 | 372 | ||||||
Capital leases | 55 | 2,873 | ||||||
Interest rate swaps | — | 368 | ||||||
Other | 2,887 | 1,536 | ||||||
Total | $ | 46,878 | $ | 44,369 | ||||
STOCKBASED_COMPENSATION_Tables
STOCK-BASED COMPENSATION (Tables) | 12 Months Ended | ||||||||||||||
Sep. 28, 2014 | |||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | ||||||||||||||
Activity and Price Information Related to Stock Options and Stock Appreciation Rights | ' | ||||||||||||||
Activity and price information related to stock options and stock appreciation rights are as follows (quantity and intrinsic value in thousands): | |||||||||||||||
Quantity | Weighted-Average Exercise Price | Intrinsic Value | Weighted Average Remaining Life (Years) | ||||||||||||
Outstanding at October 2, 2011 | 9,474 | $ | 19.84 | $ | 12,684 | 3.1 | |||||||||
Exercised | (1,933 | ) | $ | 16.82 | $ | 7,619 | |||||||||
Forfeited | (567 | ) | $ | 24.99 | |||||||||||
Outstanding at September 30, 2012 | 6,974 | $ | 20.26 | 21,557 | 2.5 | ||||||||||
Exercised | (1,944 | ) | $ | 14.16 | $ | 16,956 | |||||||||
Forfeited | (348 | ) | $ | 24.33 | |||||||||||
Outstanding at September 29, 2013 | 4,682 | $ | 22.49 | $ | 14,702 | 1.7 | |||||||||
Assumed from acquisition | 578 | $ | 20.08 | ||||||||||||
Exercised | (1,228 | ) | $ | 16.39 | $ | 16,956 | |||||||||
Forfeited | (1,364 | ) | $ | 26.55 | |||||||||||
Outstanding at September 28, 2014 | 2,668 | $ | 22.7 | $ | 7,413 | 2 | |||||||||
Exercisable at September 28, 2014 | 2,404 | $ | 22.91 | 6,280 | 1.6 | ||||||||||
Exercisable and expected to vest after September 28, 2014 | 2,666 | $ | 22.7 | $ | 7,405 | 2 | |||||||||
Schedule Of Additional Information About Stock Options and Stock Appreciation Rights Outstanding | ' | ||||||||||||||
Quantity and weighted-average exercise prices related to stock options and stock appreciation rights outstanding as of September 28, 2014 and stratified by exercise price are as follows (quantity in thousands): | |||||||||||||||
Exercisable | Outstanding | ||||||||||||||
Exercise Price | Quantity | Weighted-Average Exercise Price | Quantity | Weighted-Average Exercise Price | |||||||||||
Less than or equal to $20.00 | 521 | $ | 14.33 | 607 | $ | 14.34 | |||||||||
Greater than $20.00 | 1,870 | $ | 25.3 | 2,061 | $ | 25.16 | |||||||||
2,391 | $ | 22.91 | 2,668 | $ | 22.7 | ||||||||||
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | ' | ||||||||||||||
Weighted-average fair value and weighted-average assumptions used in the calculation of compensation expense for assumed grants in 2014 are as follows. There were no stock options or stock appreciation rights granted or assumed in 2012 or 2013. | |||||||||||||||
Fair Value | Risk Free Rate | Expected Dividend Yield | Expected Life (Years) | Expected Volatility | |||||||||||
$ | 20.08 | 0.5 | % | — | % | 2.7 | 31 | % | |||||||
Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity | ' | ||||||||||||||
Activity and price information related to restricted stock awards are as follows (quantity in thousands): | |||||||||||||||
Quantity | Weighted-Average Grant Price | ||||||||||||||
Outstanding at October 2, 2011 | 2,350 | $ | 19.44 | ||||||||||||
Granted | 1,656 | $ | 19.41 | ||||||||||||
Vested | (1,281 | ) | $ | 19.27 | |||||||||||
Forfeited | (70 | ) | $ | 19.34 | |||||||||||
Outstanding at September 30, 2012 | 2,655 | $ | 19.51 | ||||||||||||
Granted | 1,887 | $ | 20.39 | ||||||||||||
Vested | (1,363 | ) | $ | 19.1 | |||||||||||
Forfeited | (115 | ) | $ | 20.16 | |||||||||||
Outstanding at September 29, 2013 | 3,064 | $ | 20.21 | ||||||||||||
Granted | 1,589 | $ | 24.67 | ||||||||||||
Vested | (1,393 | ) | $ | 20.41 | |||||||||||
Forfeited | (186 | ) | $ | 22.11 | |||||||||||
Outstanding at September 28, 2014 | 3,074 | $ | 22.31 | ||||||||||||
Schedule of Nonvested Performance-based Units Activity | ' | ||||||||||||||
Activity and price information related to performance units are as follows (quantity report at target and in thousands): | |||||||||||||||
Quantity | Weighted-Average Grant Price | ||||||||||||||
Outstanding at September 30, 2012 | 350 | $ | 17.77 | ||||||||||||
Granted | 350 | $ | 21.62 | ||||||||||||
Vested | (105 | ) | $ | 17.77 | |||||||||||
Outstanding at September 29, 2013 | 595 | $ | 20.03 | ||||||||||||
Granted | 332 | $ | 26.27 | ||||||||||||
Vesting in excess of target | 56 | $ | 17.77 | ||||||||||||
Vested | (301 | ) | $ | 17.77 | |||||||||||
Outstanding at September 28, 2014 | 682 | $ | 23.88 | ||||||||||||
COMMITMENTS_AND_CONTINGENCIES_
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended | ||||||||||||||||||||||
Sep. 28, 2014 | |||||||||||||||||||||||
Commitments and Contingencies Disclosure [Abstract] | ' | ||||||||||||||||||||||
Aggregate Undiscounted Future Minimum Rental Payments | ' | ||||||||||||||||||||||
The aggregate undiscounted future minimum rental payments under these leases are as follows (amounts in thousands): | |||||||||||||||||||||||
2015 | 2016 | 2017 | 2018 | 2019 | Thereafter | ||||||||||||||||||
$ | 21,639 | $ | 19,154 | $ | 15,150 | $ | 12,652 | $ | 11,711 | $ | 20,645 | ||||||||||||
RESTRUCTURING_CHARGES_AND_SEVE1
RESTRUCTURING CHARGES AND SEVERANCE CHARGES (Tables) | 12 Months Ended | ||||||||||||||||
Sep. 28, 2014 | |||||||||||||||||
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 | 13,915 | 11,437 | 9,248 | 34,600 | |||||||||||||
Reversal of prior provision | (339 | ) | (2,756 | ) | — | (3,095 | ) | ||||||||||
Cash expenditures | (13,871 | ) | (8,786 | ) | (2,535 | ) | (25,192 | ) | |||||||||
Other non-cash settlement | 1,749 | (519 | ) | (6,713 | ) | (5,483 | ) | ||||||||||
Balance at September 28, 2014 | $ | 4,079 | $ | 8,197 | $ | — | $ | 12,276 | |||||||||
SEGMENT_INFORMATION_Tables
SEGMENT INFORMATION (Tables) | 12 Months Ended | |||||||||||
Sep. 28, 2014 | ||||||||||||
Segment Reporting [Abstract] | ' | |||||||||||
Net Sales, End Market and Long Lived Assets by Geographic Area | ' | |||||||||||
Property and equipment, net by geographic area are as follows (amounts in thousands): | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
United States | $ | 117,867 | $ | 100,736 | $ | 93,496 | ||||||
Europe | 12,167 | 12,558 | 13,253 | |||||||||
Asia | 16,766 | 10,209 | 7,912 | |||||||||
Other | 1,912 | 1,655 | 1,485 | |||||||||
Total | $ | 148,712 | $ | 125,158 | $ | 116,146 | ||||||
Net sales based on a customer's ship-to location and by estimated end market are as follows (amounts in thousands): | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Net Sales: | ||||||||||||
United States | $ | 604,358 | $ | 514,632 | $ | 501,257 | ||||||
Europe | 163,669 | 142,343 | 165,942 | |||||||||
Asia | 338,448 | 292,589 | 320,430 | |||||||||
Other | 31,788 | 26,380 | 24,866 | |||||||||
Total | $ | 1,138,263 | $ | 975,944 | $ | 1,012,495 | ||||||
Aerospace | $ | 169,613 | $ | 187,006 | $ | 212,293 | ||||||
Communications | 407,593 | 278,126 | 311,952 | |||||||||
Defense & Security | 302,714 | 306,311 | 286,430 | |||||||||
Industrial | 258,343 | 204,501 | 201,820 | |||||||||
Total | $ | 1,138,263 | $ | 975,944 | $ | 1,012,495 | ||||||
UNAUDITED_SELECTED_QUARTERLY_F1
UNAUDITED SELECTED QUARTERLY FINANCIAL DATA (Tables) | 12 Months Ended | |||||||||||||||
Sep. 28, 2014 | ||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | ' | |||||||||||||||
Quarterly Financial Data | ' | |||||||||||||||
Selected quarterly financial data are as follows (amounts in thousands, except earnings per share): | ||||||||||||||||
Quarters ended in fiscal year 2014 | ||||||||||||||||
September 28, | June 29, | March 30, | December 29, | |||||||||||||
2014 | 2014 | 2014 | 2013 | |||||||||||||
Net sales | $ | 303,315 | $ | 292,301 | $ | 287,016 | $ | 255,631 | ||||||||
Gross profit | $ | 170,966 | $ | 153,590 | $ | 148,639 | $ | 138,308 | ||||||||
Net income (loss) | $ | 32,797 | $ | (4,293 | ) | $ | (6,759 | ) | $ | 1,379 | ||||||
Basic earnings (loss) per share | $ | 0.35 | $ | (0.05 | ) | $ | (0.07 | ) | $ | 0.01 | ||||||
Diluted earnings (loss) per share | $ | 0.34 | $ | (0.05 | ) | $ | (0.07 | ) | $ | 0.01 | ||||||
Quarters ended in fiscal year 2013 | ||||||||||||||||
September 29, | June 30, | March 31, | December 30, | |||||||||||||
2013 | 2013 | 2013 | 2012 | |||||||||||||
Net sales | $ | 250,383 | $ | 242,630 | $ | 235,333 | $ | 247,598 | ||||||||
Gross profit | $ | 142,838 | $ | 138,312 | $ | 133,465 | $ | 142,573 | ||||||||
Net income (loss) | $ | 14,086 | $ | 18,279 | $ | (2,905 | ) | $ | 14,214 | |||||||
Basic earnings (loss) per share | $ | 0.16 | $ | 0.2 | $ | (0.03 | ) | $ | 0.16 | |||||||
Diluted earnings (loss) per share | $ | 0.15 | $ | 0.2 | $ | (0.03 | ) | $ | 0.16 | |||||||
DESCRIPTION_OF_BUSINESS_AND_SU3
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Additional Information (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, except Share data in Millions, unless otherwise specified | Sep. 28, 2014 | Jun. 29, 2014 | Mar. 30, 2014 | Dec. 29, 2013 | Sep. 29, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 30, 2012 | Sep. 28, 2014 | Sep. 29, 2013 | Sep. 30, 2012 |
Basis of Presentation [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Document Fiscal Year Focus | ' | ' | ' | ' | ' | ' | ' | ' | '2014 | ' | ' |
Stock awards excluded from computation of diluted EPS | ' | ' | ' | ' | ' | ' | ' | ' | 2.8 | 1.8 | 5.1 |
Net income | $32,797 | ($4,293) | ($6,759) | $1,379 | $14,086 | $18,279 | ($2,905) | $14,214 | $23,123 | $43,674 | ($29,675) |
International | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Basis of Presentation [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of net sales from international market | ' | ' | ' | ' | ' | ' | ' | ' | 47.00% | 47.00% | 50.00% |
Defense And Security | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Basis of Presentation [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Concentration of credit risk in major customer | ' | ' | ' | ' | ' | ' | ' | ' | 27.00% | ' | ' |
Internal Revenue Service (IRS) | Minimum | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Basis of Presentation [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Open tax years by major tax jurisdiction | ' | ' | ' | ' | ' | ' | ' | ' | '2007 | ' | ' |
Internal Revenue Service (IRS) | Maximum | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Basis of Presentation [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Open tax years by major tax jurisdiction | ' | ' | ' | ' | ' | ' | ' | ' | '2013 | ' | ' |
Foreign Country | Minimum | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Basis of Presentation [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Open tax years by major tax jurisdiction | ' | ' | ' | ' | ' | ' | ' | ' | '2010 | ' | ' |
Foreign Country | Maximum | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Basis of Presentation [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Open tax years by major tax jurisdiction | ' | ' | ' | ' | ' | ' | ' | ' | '2013 | ' | ' |
Performance stock units | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Basis of Presentation [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Vesting percentage relative to net sales | ' | ' | ' | ' | ' | ' | ' | ' | 40.00% | 25.00% | 50.00% |
Vesting percentage relative to earnings per share | ' | ' | ' | ' | ' | ' | ' | ' | 60.00% | 75.00% | 50.00% |
DESCRIPTION_OF_BUSINESS_AND_SU4
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Fair Value Measurements Using (Detail) (USD $) | Sep. 28, 2014 | Sep. 29, 2013 |
In Thousands, unless otherwise specified | ||
Fair Value, Inputs, Level 1 | ' | ' |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' |
Interest rate swap liabilities | $0 | $0 |
Fair Value, Inputs, Level 2 | ' | ' |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' |
Interest rate swap liabilities | 77 | 643 |
Fair Value, Inputs, Level 3 | ' | ' |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' |
Interest rate swap liabilities | 0 | 0 |
Estimate of Fair Value, Fair Value Disclosure | ' | ' |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' |
Interest rate swap liabilities | 77 | 643 |
Measured on a recurring basis | Fair Value, Inputs, Level 1 | ' | ' |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' |
Marketable Securities, Current | 4,139 | ' |
Measured on a recurring basis | Fair Value, Inputs, Level 2 | ' | ' |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' |
Marketable Securities, Current | 0 | ' |
Measured on a recurring basis | Fair Value, Inputs, Level 3 | ' | ' |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' |
Marketable Securities, Current | 0 | ' |
Measured on a recurring basis | Estimate of Fair Value, Fair Value Disclosure | ' | ' |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' |
Marketable Securities, Current | $4,139 | ' |
DESCRIPTION_OF_BUSINESS_AND_SU5
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Earning Per Share (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, except Per Share data, unless otherwise specified | Sep. 28, 2014 | Jun. 29, 2014 | Mar. 30, 2014 | Dec. 29, 2013 | Sep. 29, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 30, 2012 | Sep. 28, 2014 | Sep. 29, 2013 | Sep. 30, 2012 |
BASIC | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net income (loss) | $32,797 | ($4,293) | ($6,759) | $1,379 | $14,086 | $18,279 | ($2,905) | $14,214 | $23,123 | $43,674 | ($29,675) |
Weighted-average common shares outstanding | ' | ' | ' | ' | ' | ' | ' | ' | 92,891 | 89,508 | 85,837 |
Basic earnings (loss) per share | $0.35 | ($0.05) | ($0.07) | $0.01 | $0.16 | $0.20 | ($0.03) | $0.16 | $0.25 | $0.49 | ($0.35) |
DILUTED | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net income (loss) | $32,797 | ($4,293) | ($6,759) | $1,379 | $14,086 | $18,279 | ($2,905) | $14,214 | $23,123 | $43,674 | ($29,675) |
Weighted-average common shares outstanding | ' | ' | ' | ' | ' | ' | ' | ' | 92,891 | 89,508 | 85,837 |
Dilutive effect of stock awards | ' | ' | ' | ' | ' | ' | ' | ' | 1,620 | 1,820 | 0 |
Weighted-average common shares outstanding on a diluted basis | ' | ' | ' | ' | ' | ' | ' | ' | 94,511 | 91,328 | 85,837 |
Diluted earnings (loss) per share | $0.34 | ($0.05) | ($0.07) | $0.01 | $0.15 | $0.20 | ($0.03) | $0.16 | $0.24 | $0.48 | ($0.35) |
ACQUISITIONS_Detail
ACQUISITIONS (Detail) (USD $) | 9 Months Ended | 12 Months Ended | 1 Months Ended | 3 Months Ended | 1 Months Ended | 3 Months Ended | 1 Months Ended | 3 Months Ended | 1 Months Ended | 3 Months Ended | |||
Jun. 30, 2013 | Sep. 28, 2014 | Sep. 29, 2013 | Sep. 30, 2012 | Nov. 30, 2013 | Sep. 28, 2014 | Sep. 28, 2014 | Nov. 30, 2013 | Sep. 28, 2014 | Nov. 30, 2013 | Sep. 28, 2014 | Nov. 30, 2013 | Sep. 28, 2014 | |
Symmetricom | Centellax [Member] | Mingoa and Centellax | Completed technology | Completed technology | Customer relationships | Customer relationships | Other | Other | |||||
Symmetricom | Centellax [Member] | Symmetricom | Centellax [Member] | Symmetricom | Centellax [Member] | ||||||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash consideration | ' | ' | ' | ' | $312,739,000 | ' | $51,518,000 | ' | ' | ' | ' | ' | ' |
Cash and cash equivalents | ' | ' | ' | ' | 26,337,000 | ' | 586,000 | ' | ' | ' | ' | ' | ' |
Accounts receivable | ' | ' | ' | ' | 32,131,000 | ' | 2,307,000 | ' | ' | ' | ' | ' | ' |
Inventories | ' | ' | ' | ' | 47,536,000 | ' | 5,746,000 | ' | ' | ' | ' | ' | ' |
Other current assets | ' | ' | ' | ' | 57,405,000 | ' | 189,000 | ' | ' | ' | ' | ' | ' |
Property and equipment | ' | ' | ' | ' | 18,857,000 | ' | 1,898,000 | ' | ' | ' | ' | ' | ' |
Other assets | ' | ' | ' | ' | 1,063,000 | ' | 52,000 | ' | ' | ' | ' | ' | ' |
Identifiable intangible assets | ' | ' | ' | ' | 108,800,000 | 20,730,000 | ' | 74,100,000 | 19,100,000 | 30,400,000 | 1,360,000 | 4,300,000 | 270,000 |
Goodwill | ' | 885,610,000 | 790,236,000 | 790,236,000 | 67,329,000 | ' | 28,045,000 | ' | ' | ' | ' | ' | ' |
Current liabilities | ' | ' | ' | ' | -36,753,000 | ' | -5,530,000 | ' | ' | ' | ' | ' | ' |
Deferred tax assets, net | ' | ' | ' | ' | -6,347,000 | ' | -2,327,000 | ' | ' | ' | ' | ' | ' |
Other non-current liabilities | ' | ' | ' | ' | -3,619,000 | ' | -178,000 | ' | ' | ' | ' | ' | ' |
Gross contractual amount of acquired receivables | ' | ' | ' | ' | 33,400,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Contractual cash flows not expected to be collected | ' | ' | ' | ' | 1,300,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Asset Amount | ' | ' | ' | ' | 108,800,000 | 20,730,000 | ' | 74,100,000 | 19,100,000 | 30,400,000 | 1,360,000 | 4,300,000 | 270,000 |
Useful life of intangible asset | ' | ' | ' | ' | ' | ' | ' | '9 years | '5 years | '9 years | '4 years | '1 year | '1 year |
Business Acquisition, Pro Forma Information [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net sales | 1,195,356,000 | 1,180,484,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net income | $22,638,000 | $25,478,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Basic | $0.25 | $0.27 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Diluted | $0.25 | $0.27 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
INVENTORIES_Detail
INVENTORIES (Detail) (USD $) | 3 Months Ended | ||
Jun. 29, 2014 | Sep. 28, 2014 | Sep. 29, 2013 | |
Inventory Disclosure [Abstract] | ' | ' | ' |
Inventory Write-down | $7,900,000 | ' | ' |
Raw materials | ' | 55,280,000 | 36,436,000 |
Work in progress | ' | 94,044,000 | 86,762,000 |
Finished goods | ' | 55,681,000 | 38,788,000 |
Total | ' | $205,005,000 | $161,986,000 |
PROPERTY_AND_EQUIPMENT_Detail
PROPERTY AND EQUIPMENT (Detail) (USD $) | 12 Months Ended | ||
Sep. 28, 2014 | Sep. 29, 2013 | Sep. 30, 2012 | |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Property, plant and equipment, gross | $436,793,000 | $416,041,000 | ' |
Accumulated depreciation | -303,758,000 | -303,529,000 | ' |
Land | 2,084,000 | 1,725,000 | ' |
Construction in progress | 13,593,000 | 10,921,000 | ' |
Property and equipment, net | 148,712,000 | 125,158,000 | 116,146,000 |
Property plant and equipment useful life | 'ShorterB of asset life or life of lease | ' | ' |
Depreciation expense | 32,900,000 | 28,800,000 | 31,300,000 |
Buildings | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Property, plant and equipment, gross | 40,109,000 | 37,773,000 | ' |
Machinery and equipment | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Property, plant and equipment, gross | 339,800,000 | 328,652,000 | ' |
Furniture and fixtures | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Property, plant and equipment, gross | 9,917,000 | 10,918,000 | ' |
Leasehold improvements | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Property, plant and equipment, gross | $46,967,000 | $38,698,000 | ' |
Property plant and equipment useful life | 'Shorter of asset life or life of lease | ' | ' |
Minimum | Buildings | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Property plant and equipment useful life | '20 years | ' | ' |
Minimum | Machinery and equipment | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Property plant and equipment useful life | '3 years | ' | ' |
Minimum | Furniture and fixtures | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Property plant and equipment useful life | '5 years | ' | ' |
Maximum | Buildings | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Property plant and equipment useful life | '40 years | ' | ' |
Maximum | Machinery and equipment | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Property plant and equipment useful life | '10 years | ' | ' |
Maximum | Furniture and fixtures | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Property plant and equipment useful life | '10 years | ' | ' |
GOODWILL_AND_INTANGIBLE_ASSETS2
GOODWILL AND INTANGIBLE ASSETS, NET - Goodwill and Intangible Assets (Detail) (USD $) | Sep. 28, 2014 | Sep. 29, 2013 | Sep. 30, 2012 | Sep. 28, 2014 | Sep. 29, 2013 | Sep. 28, 2014 | Sep. 29, 2013 | Sep. 28, 2014 | Sep. 29, 2013 | Sep. 28, 2014 | Sep. 28, 2014 | Sep. 28, 2014 | Sep. 28, 2014 | Sep. 28, 2014 | Sep. 28, 2014 |
In Thousands, unless otherwise specified | Completed technology | Completed technology | Customer relationships | Customer relationships | Backlog, trade name and other | Backlog, trade name and other | Minimum | Minimum | Minimum | Maximum | Maximum | Maximum | |||
Completed technology | Customer relationships | Backlog, trade name and other | Completed technology | Customer relationships | Backlog, trade name and other | ||||||||||
Goodwill and Intangible Assets Disclosure [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Gross Carrying Value | $722,377 | $592,841 | ' | $402,670 | $309,470 | $301,790 | $270,030 | $17,917 | $13,341 | ' | ' | ' | ' | ' | ' |
Accumulated Amortization | -370,484 | -277,666 | ' | -201,337 | -157,472 | -152,462 | -107,474 | -16,685 | -12,720 | ' | ' | ' | ' | ' | ' |
Life (years) | ' | ' | ' | ' | ' | ' | ' | ' | ' | '2 years | '4 years | '1 year | '15 years | '15 years | '5 years |
Goodwill | $885,610 | $790,236 | $790,236 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
GOODWILL_AND_INTANGIBLE_ASSETS3
GOODWILL AND INTANGIBLE ASSETS, NET - Reconciliation of Goodwill (Detail) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Sep. 28, 2014 | Sep. 29, 2013 |
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ' |
Beginning balance | $790,236 | $790,236 |
Additions from acquisitions | 95,374 | 0 |
Ending balance | $885,610 | $790,236 |
GOODWILL_AND_INTANGIBLE_ASSETS4
GOODWILL AND INTANGIBLE ASSETS, NET - Additional Information (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 28, 2014 | Sep. 29, 2013 | Sep. 30, 2012 |
Goodwill and Intangible Assets Disclosure [Line Items] | ' | ' | ' |
Amortization of intangible assets | $92,809 | $84,819 | $104,756 |
Completed technology | ' | ' | ' |
Goodwill and Intangible Assets Disclosure [Line Items] | ' | ' | ' |
Amortization of intangible assets | 43,863 | 39,005 | 40,621 |
Customer relationships | ' | ' | ' |
Goodwill and Intangible Assets Disclosure [Line Items] | ' | ' | ' |
Amortization of intangible assets | 44,988 | 42,589 | 41,451 |
Backlog, trade name and other | ' | ' | ' |
Goodwill and Intangible Assets Disclosure [Line Items] | ' | ' | ' |
Amortization of intangible assets | $3,958 | $3,225 | $22,684 |
GOODWILL_AND_INTANGIBLE_ASSETS5
GOODWILL AND INTANGIBLE ASSETS, NET - Estimated Amortization Expense (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 28, 2014 | Sep. 29, 2013 | Sep. 30, 2012 |
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ' | ' |
Amortization of intangible assets | $92,809 | $84,819 | $104,756 |
2014 | 88,186 | ' | ' |
2015 | 83,638 | ' | ' |
2016 | 80,473 | ' | ' |
2017 | 37,838 | ' | ' |
2018 | 15,573 | ' | ' |
Thereafter | 46,185 | ' | ' |
Completed technology | ' | ' | ' |
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ' | ' |
Amortization of intangible assets | 43,863 | 39,005 | 40,621 |
Customer relationships | ' | ' | ' |
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ' | ' |
Amortization of intangible assets | $44,988 | $42,589 | $41,451 |
ACCRUED_LIABILITIES_Detail
ACCRUED LIABILITIES (Detail) (USD $) | Sep. 28, 2014 | Sep. 29, 2013 |
In Thousands, unless otherwise specified | ||
Business Acquisition [Line Items] | ' | ' |
Payroll, bonus, and employee benefits | $34,278 | $24,649 |
Outside services | 9,616 | 10,258 |
Restructuring and severance | 8,439 | 8,587 |
Deferred revenue | 11,430 | 5,565 |
Warranties | 6,882 | 2,809 |
Commissions | 4,026 | 2,799 |
Income taxes | 971 | 2,291 |
Interest | 67 | 1,276 |
Licenses | 1,107 | 786 |
Sales and Property Taxes | 1,081 | 785 |
Other | 7,805 | 3,804 |
Total | 85,702 | 63,609 |
Symmetricom | ' | ' |
Business Acquisition [Line Items] | ' | ' |
Warranties | $3,800 | ' |
INCOME_TAXES_Pretax_Income_Los
INCOME TAXES - Pretax Income (Loss) (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 28, 2014 | Sep. 29, 2013 | Sep. 30, 2012 |
Disclosure - Pretax Income (Loss) [Abstract] | ' | ' | ' |
Domestic | ($62,702) | ($38,709) | ($88,964) |
Foreign | 86,618 | 94,772 | 74,239 |
Income (loss) before income taxes | $23,916 | $56,063 | ($14,725) |
INCOME_TAXES_Provision_for_Inc
INCOME TAXES - Provision for Income Taxes (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 28, 2014 | Sep. 29, 2013 | Sep. 30, 2012 |
Income Tax Disclosure [Abstract] | ' | ' | ' |
Federal | $0 | $812 | ($16) |
State | 264 | 806 | 228 |
Foreign | 3,914 | 3,115 | 3,458 |
Federal | -6,534 | 2,306 | 5,061 |
State | -155 | 1,385 | 2,255 |
Foreign | 3,304 | 3,965 | 3,964 |
Income Tax Expense (Benefit) | $793 | $12,389 | $14,950 |
INCOME_TAXES_Additional_Inform
INCOME TAXES - Additional Information (Detail) (USD $) | 12 Months Ended | ||
Sep. 28, 2014 | Sep. 29, 2013 | Sep. 30, 2012 | |
Income Taxes [Line Items] | ' | ' | ' |
Income Tax Expense (Benefit) | $793,000 | $12,389,000 | $14,950,000 |
Income (loss) before income taxes | 23,916,000 | 56,063,000 | -14,725,000 |
Increase in valuation allowance | -8,900,000 | 13,900,000 | 179,300,000 |
Excess tax benefit from employee stock compensation | 34,600,000 | ' | ' |
Estimated increase in equity from excess tax benefit | 34,600,000 | ' | ' |
Tax credits that carryforward indefinitely | 9,000,000 | ' | ' |
Undistributed earnings of foreign operations | 430,400,000 | 357,400,000 | ' |
Unrecognized tax benefit, interest and penalties | 700,000 | 0 | 2,000,000 |
Unrecognized tax benefit, cumulative interest and penalties | 6,600,000 | 5,900,000 | ' |
Unrecognized tax benefit that would impact effective tax rate | 59,800,000 | ' | ' |
within the next twelve months | ' | ' | ' |
Income Taxes [Line Items] | ' | ' | ' |
Anticipated decrease in unrecognized tax benefits | 19,700,000 | ' | ' |
Internal Revenue Service (IRS) | ' | ' | ' |
Income Taxes [Line Items] | ' | ' | ' |
Net operating losses carryforward, subject to expiration | 308,700,000 | ' | ' |
Research and experimentation credits | 45,700,000 | ' | ' |
Federal foreign tax credits | 4,700,000 | ' | ' |
State and Local Jurisdiction | ' | ' | ' |
Income Taxes [Line Items] | ' | ' | ' |
Net operating losses carryforward, subject to expiration | 170,000,000 | ' | ' |
Research and experimentation credits | 66,100,000 | ' | ' |
Foreign Country | ' | ' | ' |
Income Taxes [Line Items] | ' | ' | ' |
Net operating losses carryforward, not subject to expiration | 259,200,000 | ' | ' |
Research and experimentation credits | 81,500,000 | ' | ' |
Tax credit related to incentive deductions | $29,000,000 | ' | ' |
Minimum | Internal Revenue Service (IRS) | ' | ' | ' |
Income Taxes [Line Items] | ' | ' | ' |
Open tax years by major tax jurisdiction | '2007 | ' | ' |
Minimum | Foreign Country | ' | ' | ' |
Income Taxes [Line Items] | ' | ' | ' |
Open tax years by major tax jurisdiction | '2010 | ' | ' |
Maximum | Internal Revenue Service (IRS) | ' | ' | ' |
Income Taxes [Line Items] | ' | ' | ' |
Open tax years by major tax jurisdiction | '2013 | ' | ' |
Maximum | Foreign Country | ' | ' | ' |
Income Taxes [Line Items] | ' | ' | ' |
Open tax years by major tax jurisdiction | '2013 | ' | ' |
INCOME_TAXES_Reconciliation_of
INCOME TAXES - Reconciliation of Income Tax Computed at the Federal Statutory Rate to Actual Tax Expenses (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 28, 2014 | Sep. 29, 2013 | Sep. 30, 2012 |
Income Tax Disclosure [Abstract] | ' | ' | ' |
Tax computed at federal statutory rate | $8,372 | $19,622 | ($5,153) |
State taxes, net of federal impact | -1,064 | -1,468 | -3,244 |
Foreign income taxed at different rates | -24,667 | -20,523 | -18,207 |
Tax credits | -2,757 | -5,418 | -1,096 |
Stock award compensation | 1,157 | 197 | 295 |
Unrecognized tax benefits | 1,410 | -392 | 1,981 |
U.S. tax on foreign income | 4,061 | 1,374 | 18,150 |
Income tax return to provision | -189 | -875 | -3,153 |
Non-deductible permanent items | 869 | 167 | 1,682 |
Pre-acquisition loss carryforwards | -11,414 | 0 | -4,043 |
Effective Income Tax Reconciliation, Prior Year Adjustments On Deferred Taxes | 2,931 | 0 | 0 |
Effective Income Tax Reconciliation, Deduction, Foreign Declared Dividends, Amount | 3,642 | 0 | 0 |
Withholding taxes | 300 | 700 | 0 |
Other differences, net | 493 | 164 | 9 |
Valuation allowance | 17,649 | 18,841 | 27,729 |
Income Tax Expense (Benefit) | $793 | $12,389 | $14,950 |
INCOME_TAXES_Components_of_Def
INCOME TAXES - Components of Deferred Tax Assets (Liabilities) (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 28, 2014 | Sep. 29, 2013 | Sep. 30, 2012 |
Income Tax Disclosure [Abstract] | ' | ' | ' |
Accounts receivable, net | $1,173 | $945 | ' |
Inventories | 14,501 | 9,264 | ' |
Accrued employee benefit expenses | 8,806 | 4,230 | ' |
Net operating losses | 149,571 | 140,555 | ' |
Tax credits | 144,219 | 140,069 | ' |
Accrued other expenses | 11,397 | 6,287 | ' |
Deferred equity compensation | 16,725 | 14,845 | ' |
Property and equipment, net | 3,115 | 3,242 | ' |
Other assets | 11,753 | 9,797 | ' |
Total deferred tax assets | 361,260 | 329,234 | ' |
Intangible assets | -127,213 | -100,050 | ' |
Deferred Tax Liabilities, Foreign Declared Dividend | -3,642 | 0 | ' |
Effective Income Tax Reconciliation, Deduction, Foreign Declared Dividends, Amount | 3,642 | 0 | 0 |
Total deferred tax liabilities | -130,855 | -100,050 | ' |
Less valuation allowance | -218,946 | -210,073 | ' |
Deferred Tax Assets (Liabilities), Net, Total | $11,459 | $19,111 | ' |
INCOME_TAXES_Reconciliation_of1
INCOME TAXES - Reconciliation of the Unrecognized Tax Benefits (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 28, 2014 | Sep. 29, 2013 | Sep. 30, 2012 |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ' | ' | ' |
Beginning gross unrecognized tax benefits | $69,571 | $58,016 | $32,370 |
Additions based on tax positions related to the current year | 2,389 | 3,238 | 12,786 |
Additions based on current year acquisitions | 28,861 | 0 | 10,615 |
Additions based on tax positions of prior years | 459 | 12,845 | 2,605 |
Unrecognized Tax Benefits, Decreases Resulting from Prior Period Tax Positions | 0 | -2,805 | -169 |
Reductions for lapses and settlements | -3,609 | -1,723 | -191 |
Ending gross unrecognized tax benefit | $97,671 | $69,571 | $58,016 |
CREDIT_AGREEMENT_AND_RELATED_I2
CREDIT AGREEMENT AND RELATED INSTRUMENTS (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||
Mar. 30, 2014 | Dec. 29, 2013 | Sep. 28, 2014 | Sep. 29, 2013 | Sep. 30, 2012 | |
Line of Credit Facility [Line Items] | ' | ' | ' | ' | ' |
Maximum amount allowed to be requested for a loan or revolving credit facility | ' | ' | $300,000,000 | ' | ' |
Payments of debt extinguishment costs | -700,000 | ' | -89,462,000 | -277,539,000 | -470,296,000 |
Proceeds from Issuance of Debt | ' | 150,000,000 | ' | ' | ' |
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | ' | ' | 0.38% | ' | ' |
Interest Rate Swap | ' | ' | ' | ' | ' |
Line of Credit Facility [Line Items] | ' | ' | ' | ' | ' |
Derivative Liabilities, Noncurrent | ' | ' | ' | -400,000 | ' |
Derivative Instruments, Gain Recognized in Income | ' | ' | -600,000 | -1,300,000 | ' |
Derivatives, current liabilities | ' | ' | ' | -300,000 | ' |
Derivative, Gain on Derivative | ' | ' | 600,000 | 1,300,000 | ' |
Interest Rate Swap | Group 2 | ' | ' | ' | ' | ' |
Line of Credit Facility [Line Items] | ' | ' | ' | ' | ' |
Notional amount | ' | ' | 24,000,000 | ' | ' |
Fixed rate | ' | ' | 2.21% | ' | ' |
Term Loan Facility And Incremental Term Loan Facility [Member] | ' | ' | ' | ' | ' |
Line of Credit Facility [Line Items] | ' | ' | ' | ' | ' |
Borrowed under term loan facility | ' | ' | 698,000,000 | ' | ' |
Revolving Credit Facility | ' | ' | ' | ' | ' |
Line of Credit Facility [Line Items] | ' | ' | ' | ' | ' |
Borrowed under term loan facility | ' | ' | 0 | ' | ' |
Revolving Loans And Swingline [Member] | ' | ' | ' | ' | ' |
Line of Credit Facility [Line Items] | ' | ' | ' | ' | ' |
Borrowed under term loan facility | ' | ' | 0 | ' | ' |
Term Loan | ' | ' | ' | ' | ' |
Line of Credit Facility [Line Items] | ' | ' | ' | ' | ' |
Borrowed under term loan facility | ' | ' | 646,375,000 | ' | ' |
Fair value outstanding term loan | ' | ' | 693,000,000 | 674,300,000 | ' |
Incremental Term Loan Facility | ' | ' | ' | ' | ' |
Line of Credit Facility [Line Items] | ' | ' | ' | ' | ' |
Borrowed under term loan facility | ' | ' | 51,651,000 | ' | ' |
Minimum | ' | ' | ' | ' | ' |
Line of Credit Facility [Line Items] | ' | ' | ' | ' | ' |
Excess Cash Flow Percentage | ' | ' | 0.00% | ' | ' |
Consolidated Leverage Ratio | ' | ' | 1 | ' | ' |
Maximum | ' | ' | ' | ' | ' |
Line of Credit Facility [Line Items] | ' | ' | ' | ' | ' |
Excess Cash Flow Percentage | ' | ' | 50.00% | ' | ' |
Consolidated Leverage Ratio | ' | ' | 3 | ' | ' |
Letter of Credit | ' | ' | ' | ' | ' |
Line of Credit Facility [Line Items] | ' | ' | ' | ' | ' |
Debt Instrument Fronting Fee Percentage | ' | ' | 0.25% | ' | ' |
Revolving Credit Facility | ' | ' | ' | ' | ' |
Line of Credit Facility [Line Items] | ' | ' | ' | ' | ' |
Face amount | ' | ' | $50,000,000 | ' | ' |
Base Rate | Revolving Loans And Swingline [Member] | Amended and Restated Credit Agreement | ' | ' | ' | ' | ' |
Line of Credit Facility [Line Items] | ' | ' | ' | ' | ' |
Debt Instrument, Interest Rate, Stated Percentage | ' | ' | 3.25% | ' | ' |
Basis spread on variable rate | ' | ' | 3.25% | ' | ' |
Base Rate | Term Loan | Amended and Restated Credit Agreement | ' | ' | ' | ' | ' |
Line of Credit Facility [Line Items] | ' | ' | ' | ' | ' |
Debt Instrument, Interest Rate, Stated Percentage | ' | ' | 3.25% | ' | ' |
Basis spread on variable rate | ' | ' | 1.50% | ' | ' |
Base Rate | Incremental Term Loan Facility | Amended and Restated Credit Agreement | ' | ' | ' | ' | ' |
Line of Credit Facility [Line Items] | ' | ' | ' | ' | ' |
Debt Instrument, Interest Rate, Stated Percentage | ' | ' | 3.25% | ' | ' |
Basis spread on variable rate | ' | ' | 1.75% | ' | ' |
Eurodollar Rate | Revolving Loans And Swingline [Member] | Amended and Restated Credit Agreement | ' | ' | ' | ' | ' |
Line of Credit Facility [Line Items] | ' | ' | ' | ' | ' |
Basis spread on variable rate | ' | ' | 4.25% | ' | ' |
Eurodollar Rate | Term Loan | Amended and Restated Credit Agreement | ' | ' | ' | ' | ' |
Line of Credit Facility [Line Items] | ' | ' | ' | ' | ' |
Basis spread on variable rate | ' | ' | 2.50% | ' | ' |
Eurodollar Rate | Incremental Term Loan Facility | Amended and Restated Credit Agreement | ' | ' | ' | ' | ' |
Line of Credit Facility [Line Items] | ' | ' | ' | ' | ' |
Basis spread on variable rate | ' | ' | 2.75% | ' | ' |
Eurodollar Rate | Maximum | Revolving Loans And Swingline [Member] | ' | ' | ' | ' | ' |
Line of Credit Facility [Line Items] | ' | ' | ' | ' | ' |
Debt Instrument, Interest Rate, Stated Percentage Rate Range, Maximum | ' | ' | 0.00% | ' | ' |
Eurodollar Rate | Maximum | Term Loan | ' | ' | ' | ' | ' |
Line of Credit Facility [Line Items] | ' | ' | ' | ' | ' |
Debt Instrument, Interest Rate, Stated Percentage Rate Range, Maximum | ' | ' | 0.75% | ' | ' |
Eurodollar Rate | Maximum | Incremental Term Loan Facility | ' | ' | ' | ' | ' |
Line of Credit Facility [Line Items] | ' | ' | ' | ' | ' |
Debt Instrument, Interest Rate, Stated Percentage Rate Range, Maximum | ' | ' | 0.75% | ' | ' |
Current | Revolving Loans And Swingline [Member] | ' | ' | ' | ' | ' |
Line of Credit Facility [Line Items] | ' | ' | ' | ' | ' |
Debt Instrument, Interest Rate During Period | ' | ' | 0.00% | ' | ' |
Current | Term Loan | ' | ' | ' | ' | ' |
Line of Credit Facility [Line Items] | ' | ' | ' | ' | ' |
Debt Instrument, Interest Rate During Period | ' | ' | 3.25% | ' | ' |
Current | Incremental Term Loan Facility | ' | ' | ' | ' | ' |
Line of Credit Facility [Line Items] | ' | ' | ' | ' | ' |
Debt Instrument, Interest Rate During Period | ' | ' | 3.50% | ' | ' |
OTHER_LONGTERM_LIABILITIES_Det
OTHER LONG-TERM LIABILITIES (Detail) (USD $) | Sep. 28, 2014 | Sep. 29, 2013 |
In Thousands, unless otherwise specified | ||
Other Liabilities Disclosure [Abstract] | ' | ' |
Unrecognized tax benefits | $17,376 | $16,546 |
Deferred rent | 13,671 | 15,510 |
Accrued pension and retirement | 8,853 | 7,164 |
Restructuring | 3,836 | 0 |
Capital leases | 55 | 2,873 |
Interest rate swaps | 0 | 368 |
Environmental | 200 | 372 |
Other | 2,887 | 1,536 |
Total | $46,878 | $44,369 |
STOCKBASED_COMPENSATION_Narrat
STOCK-BASED COMPENSATION - Narrative (Detail) (USD $) | 12 Months Ended | ||
Share data in Millions, unless otherwise specified | Sep. 28, 2014 | Sep. 29, 2013 | Sep. 30, 2012 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Stock-based compensation | $43,939,000 | $35,242,000 | $36,680,000 |
Charge for stock based compensation | 43,938,000 | 35,242,000 | 36,680,000 |
Unamortized compensation expense related to unvested options and restricted stock awards, net of forfeitures | 46,600,000 | ' | ' |
Compensation expense related to nonvested restricted stock options, recognition periods | '1 year 5 months 0 days | ' | ' |
Common stock for delivery under awards that have been and may be granted | 14.1 | 12.2 | 16 |
Stock Option Plan 2008 | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Additional shares to the shares limit in common stock | 4.8 | ' | ' |
Shares limit in common stock | 33.3 | ' | ' |
Plan expiration date | 5-Dec-21 | ' | ' |
Full value award of shares issued for every one share | 2.41 | ' | ' |
Maximum term of a stock option grant or a stock appreciation right grant | '6 years | ' | ' |
Capital in Excess of Par value of Common Stock | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Stock-based compensation | $43,939,000 | $35,242,000 | $36,680,000 |
Performance stock units | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
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% |
STOCKBASED_COMPENSATION_Summar
STOCK-BASED COMPENSATION - Summary of Stock Option Activity and Stock Appreciation Rights (Detail) (Employee Stock Option And Stock Appreciation Rights, USD $) | 12 Months Ended | |||
In Thousands, except Per Share data, unless otherwise specified | Sep. 28, 2014 | Sep. 29, 2013 | Sep. 30, 2012 | Oct. 02, 2011 |
Employee Stock Option And Stock Appreciation Rights | ' | ' | ' | ' |
Stock Options | ' | ' | ' | ' |
Outstanding Beginning Balance | 4,682 | 6,974 | 9,474 | ' |
Exercised | -1,228 | -1,944 | -1,933 | ' |
Forfeited | -1,364 | -348 | -567 | ' |
Assumed from acquisition | ' | 578 | ' | ' |
Outstanding Ending Balance | 2,668 | 4,682 | 6,974 | 9,474 |
Exercisable stock options | 2,404 | ' | ' | ' |
Exercisable and expected to vest stock options | 2,666 | ' | ' | ' |
Weighted average Exercise Price | ' | ' | ' | ' |
Outstanding Beginning Balance | $22.49 | $20.26 | $19.84 | ' |
Exercised | $16.39 | $14.16 | $16.82 | ' |
Forfeited | $26.55 | $24.33 | $24.99 | ' |
Assumed from acquisition | $20.08 | ' | ' | ' |
Outstanding Ending Balance | $22.70 | $22.49 | $20.26 | $19.84 |
Intrinsic Value | ' | ' | ' | ' |
Outstanding, Intrinsic Value | $7,413 | $14,702 | $21,557 | $12,684 |
Exercised, Intrinsic Value | 16,956 | 16,956 | 7,619 | ' |
Exercisable stock options, Intrinsic Value | 6,280 | ' | ' | ' |
Exercisable and expected to vest stock options, Intrinsic Value | $7,405 | ' | ' | ' |
Weighted Average Remaining Life | ' | ' | ' | ' |
Outstanding, Weighted Average Remaining Life | '2 years 0 months 0 days | '1 year 7 months 31 days | '2 years 6 months | '3 years 1 month 6 days |
Exercisable stock options, Weighted Average Exercise Price | $22.91 | ' | ' | ' |
Exercisable stock options, Weighted Average Remaining Life | '1 year 6 months 30 days | ' | ' | ' |
Exercisable and expected to vest stock options, Weighted Average Exercise Price | $22.70 | ' | ' | ' |
Exercisable and expected to vest stock options, Weighted Average Remaining Life | '2 years 0 months 0 days | ' | ' | ' |
STOCKBASED_COMPENSATION_Awards
STOCK-BASED COMPENSATION - Awards Granted, Weighted-Average Exercise Price, Weighted-Average Fair Value and Weighted-Average Assumptions Used in the Calculation of Compensation Expense (Detail) (Employee Stock Option And Stock Appreciation Rights, USD $) | 12 Months Ended |
Sep. 28, 2014 | |
Employee Stock Option And Stock Appreciation Rights | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Fair value per award | $20.08 |
Risk free rate | 0.50% |
Expected dividend yield | 0.00% |
Expected life | '2 years 8 months 6 days |
Expected volatility | 31.00% |
STOCKBASED_COMPENSATION_Stock_
STOCK-BASED COMPENSATION - Stock Option and Stock Appreciation Right Exercise Price Range (Details) (Employee Stock Option And Stock Appreciation Rights, USD $) | Sep. 28, 2014 |
In Thousands, except Per Share data, unless otherwise specified | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' |
Exercisable stock options, Quantity | 2,391 |
Exercisable stock options, Weighted Average Exercise Price | $22.91 |
Outstanding stock options, Quantity | 2,668 |
Outstanding stock options, Weighted Average Exercise Price | $22.70 |
$10.00 to $20.00 | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' |
Exercisable stock options, Quantity | 521 |
Exercisable stock options, Weighted Average Exercise Price | $14.33 |
Outstanding stock options, Quantity | 607 |
Outstanding stock options, Weighted Average Exercise Price | $14.34 |
Greater than $20.00 | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' |
Exercisable stock options, Quantity | 1,870 |
Exercisable stock options, Weighted Average Exercise Price | $25.30 |
Outstanding stock options, Quantity | 2,061 |
Outstanding stock options, Weighted Average Exercise Price | $25.16 |
STOCKBASED_COMPENSATION_Restri
STOCK-BASED COMPENSATION - Restricted Stock Awards Activity and Price (Detail) (Restricted Stock Award, USD $) | 12 Months Ended | ||
Sep. 28, 2014 | Sep. 29, 2013 | Sep. 30, 2012 | |
Restricted Stock Award | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Award vesting period | '3 years | ' | ' |
Restricted Stock Awards | ' | ' | ' |
Outstanding and Nonvested, Balance | 3,064,000 | 2,655,000 | 2,350,000 |
Granted | 1,589,000 | 1,887,000 | 1,656,000 |
Vested | -1,393,000 | -1,363,000 | -1,281,000 |
Canceled | -186,000 | -115,000 | -70,000 |
Outstanding and Nonvested, Balance | 3,074,000 | 3,064,000 | 2,655,000 |
Weighted- Average Grant Price | ' | ' | ' |
Outstanding and Nonvested, Balance | $20.21 | $19.51 | $19.44 |
Granted | $24.67 | $20.39 | $19.41 |
Vested | $20.41 | $19.10 | $19.27 |
Forfeited | $22.11 | $20.16 | $19.34 |
Outstanding and Nonvested, Balance | $22.31 | $20.21 | $19.51 |
STOCKBASED_COMPENSATION_Perfor
STOCK-BASED COMPENSATION - Performance Shares (Details) (Performance stock units, USD $) | 1 Months Ended | 12 Months Ended | ||
Nov. 30, 2013 | Sep. 28, 2014 | Sep. 29, 2013 | Sep. 30, 2012 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Award vesting rights, percentage | 116.00% | ' | ' | ' |
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% |
Performance Units | ' | ' | ' | ' |
Outstanding and Nonvested, Balance | ' | 595,000 | 350,000 | ' |
Granted | ' | 332,000 | 350,000 | ' |
Vested | ' | -301,000 | -105,000 | ' |
Vesting in excess of target | ' | 56,000 | ' | ' |
Outstanding and Nonvested, Balance | ' | 682,000 | 595,000 | 350,000 |
Weighted- Average Grant Price | ' | ' | ' | ' |
Outstanding and Nonvested, Balance | ' | $20.03 | $17.77 | ' |
Granted | ' | $26.27 | $21.62 | ' |
Vested | ' | $17.77 | $17.77 | ' |
Vesting in excess of target | ' | $17.77 | ' | ' |
Outstanding and Nonvested, Balance | ' | $23.88 | $20.03 | $17.77 |
Granted in 2012 | Tranche One | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Award vesting rights, percentage | ' | ' | ' | 30.00% |
Granted in 2012 | Tranche Two | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Award vesting rights, percentage | 86.00% | ' | ' | ' |
Granted in 2013 | ' | ' | ' | ' |
Performance Units | ' | ' | ' | ' |
Vested | ' | ' | 0 | ' |
EMPLOYEE_BENEFIT_PLANS_Details
EMPLOYEE BENEFIT PLANS (Details) (USD $) | 12 Months Ended | ||
Sep. 28, 2014 | Sep. 29, 2013 | Sep. 30, 2012 | |
Year | |||
Postemployment Benefits [Abstract] | ' | ' | ' |
Maximum annual contribution per employee, percent | 50.00% | ' | ' |
Minimum age employee may contribute additional percentage of wages | 50 | ' | ' |
Maximum additional contribution allowed after age 50, percent | 75.00% | ' | ' |
Employer contributions | $3,600,000 | ' | ' |
Fair value of plan assets | 5,100,000 | ' | ' |
Benefit obligations | -7,600,000 | ' | ' |
Defined Benefit Plan, Amounts Recognized in Other Comprehensive Income (Loss), Net Actuarial Gain (Loss), before Tax | -671,000 | ' | ' |
Unrealized actuarial loss on pension benefits | ' | -218,000 | -1,156,000 |
Assumptions used calculating benefit obligation, discount rate | ' | 2.10% | 3.20% |
Estimated future employer contributions in the next twelve months | $0 | ' | ' |
COMMITMENTS_AND_CONTINGENCIES_1
COMMITMENTS AND CONTINGENCIES Aggregate Undiscounted Future Minimum Rental Payments (Detail) (USD $) | Sep. 28, 2014 |
In Thousands, unless otherwise specified | |
Commitments and Contingencies Disclosure [Abstract] | ' |
2014 | $21,639 |
2015 | 19,154 |
2016 | 15,150 |
2017 | 12,652 |
2018 | 11,711 |
Thereafter | $20,645 |
COMMITMENTS_AND_CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES Additional Information (Detail) (USD $) | 1 Months Ended | 12 Months Ended | ||
In Millions, unless otherwise specified | Nov. 30, 1998 | Sep. 28, 2014 | Sep. 29, 2013 | Sep. 30, 2012 |
Commitments and Contingencies Disclosure [Abstract] | ' | ' | ' | ' |
Lease expense | ' | $23.50 | $20.20 | $21.40 |
Description of the contingency loss agreement | 'In November 1998, we signed an agreement with the three former owners of this facility whereby they have 1) reimbursed us for $0.5 million of past costs, 2) assumed responsibility for 90% of all future clean-up costs, and 3) promised to indemnify and protect us against any and all third-party claims relating to the contamination of the facility | ' | ' | ' |
Accrued workers' compensation liabilities | ' | $1.90 | $1.50 | ' |
Allegations description | ' | 'The complaint alleges, inter alia, that programmable logic devices manufactured and sold by our subsidiary Microsemi - SoC infringe United States Patent Numbers 5,687,325, 6,260,087 and 6,272,646 assigned to Intellectual Ventures II LLC, and seeks damages and other relief at law or in equity as the court deems appropriate | ' | ' |
Defendant action | ' | 'On August 8, 2011, the defendants filed a motion to stay the litigation pending conclusion of reexamination of the patents-in-suit by the United States Patent & Trademark Office. | ' | ' |
Decision by court | ' | 'The Court has not yet decided the motion to transfer or motion to stay. Discovery has not yet commenced and no trial date has been set. | ' | ' |
RESTRUCTURING_AND_SEVERANCE_CH
RESTRUCTURING AND SEVERANCE CHARGES - Additional Information (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 28, 2014 | Sep. 29, 2013 | Sep. 30, 2012 |
Schedule of Status of Facilities by Location [Line Items] | ' | ' | ' |
Recorded severance accruals | $3,836 | $0 | ' |
Restructuring and severance charges | 31,504 | 9,901 | 8,666 |
Employee Severance | ' | ' | ' |
Schedule of Status of Facilities by Location [Line Items] | ' | ' | ' |
Restructuring, Reversal of Prior Provision | 13,576 | ' | ' |
Restructuring, Settlement and Impairment Provisions | 13,915 | ' | ' |
Number of employees | 350,000 | ' | ' |
Contract Termination Costs | ' | ' | ' |
Schedule of Status of Facilities by Location [Line Items] | ' | ' | ' |
Restructuring, Settlement and Impairment Provisions | 11,437 | ' | ' |
Restructuring Reserve, Accrual Adjustment | -2,756 | ' | ' |
Contract Termination, Operating Lease [Member] | ' | ' | ' |
Schedule of Status of Facilities by Location [Line Items] | ' | ' | ' |
Restructuring, Settlement and Impairment Provisions | 7,900 | ' | ' |
Contract Termination, Capital Lease [Member] | ' | ' | ' |
Schedule of Status of Facilities by Location [Line Items] | ' | ' | ' |
Restructuring, Settlement and Impairment Provisions | 3,000 | ' | ' |
Other Associated Costs | ' | ' | ' |
Schedule of Status of Facilities by Location [Line Items] | ' | ' | ' |
Restructuring, Settlement and Impairment Provisions | 9,248 | ' | ' |
Other Restructuring, Sale Of Manufacturing Facility [Member] | ' | ' | ' |
Schedule of Status of Facilities by Location [Line Items] | ' | ' | ' |
Restructuring, Settlement and Impairment Provisions | 1,500 | ' | ' |
Other Facilities | ' | ' | ' |
Schedule of Status of Facilities by Location [Line Items] | ' | ' | ' |
Restructuring, Settlement and Impairment Provisions | 34,600 | ' | ' |
Restructuring Reserve, Accrual Adjustment | -3,095 | ' | ' |
Payments for Restructuring | 25,192 | ' | ' |
Restructuring Reserve, Settled without Cash | 5,483 | ' | ' |
Recorded severance accruals | 12,276 | 8,762 | ' |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Restructuring Liabilities | 2,684 | ' | ' |
Other Facilities | Employee Severance | ' | ' | ' |
Schedule of Status of Facilities by Location [Line Items] | ' | ' | ' |
Restructuring Reserve, Accrual Adjustment | -339 | ' | ' |
Payments for Restructuring | 13,871 | ' | ' |
Restructuring Reserve, Settled without Cash | -1,749 | ' | ' |
Recorded severance accruals | 4,079 | 1,826 | ' |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Restructuring Liabilities | 799 | ' | ' |
Other Facilities | Contract Termination Costs | ' | ' | ' |
Schedule of Status of Facilities by Location [Line Items] | ' | ' | ' |
Payments for Restructuring | 8,786 | ' | ' |
Restructuring Reserve, Settled without Cash | 519 | ' | ' |
Recorded severance accruals | 8,197 | 6,936 | ' |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Restructuring Liabilities | 1,885 | ' | ' |
Other Facilities | Other Associated Costs | ' | ' | ' |
Schedule of Status of Facilities by Location [Line Items] | ' | ' | ' |
Restructuring Reserve, Accrual Adjustment | 0 | ' | ' |
Payments for Restructuring | 2,535 | ' | ' |
Restructuring Reserve, Settled without Cash | 6,713 | ' | ' |
Recorded severance accruals | 0 | 0 | ' |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Restructuring Liabilities | $0 | ' | ' |
RESTRUCTURING_AND_SEVERANCE_CH1
RESTRUCTURING AND SEVERANCE CHARGES - Restructuring Activities for Scottsdale Facility and the Accrued Liabilities in the Consolidated Balance Sheets (Detail) (USD $) | Sep. 28, 2014 | Sep. 29, 2013 | Sep. 28, 2014 | Sep. 28, 2014 | Sep. 28, 2014 |
In Thousands, unless otherwise specified | Employee Severance | Other Facilities | Other Facilities | ||
Employee Severance | |||||
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' | ' |
Beginning Balance | $3,836 | $0 | ' | $8,762 | $1,826 |
Restructuring, Reversal of Prior Provision | ' | ' | -13,576 | ' | ' |
Cash expenditures | ' | ' | ' | -25,192 | -13,871 |
Ending Balance | $3,836 | $0 | ' | $12,276 | $4,079 |
RESTRUCTURING_AND_SEVERANCE_CH2
RESTRUCTURING AND SEVERANCE CHARGES - Restructuring Activities and Accrued Liabilities in the Consolidated Balance Sheets (Detail) (USD $) | Sep. 28, 2014 | Sep. 29, 2013 | Sep. 28, 2014 | Sep. 28, 2014 | Sep. 28, 2014 | Sep. 28, 2014 | Sep. 28, 2014 | Sep. 28, 2014 | Sep. 28, 2014 |
In Thousands, unless otherwise specified | Employee Severance | Contract Termination Costs | Other Associated Costs | Other Facilities | Other Facilities | Other Facilities | Other Facilities | ||
Employee Severance | Contract Termination Costs | Other Associated Costs | |||||||
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Beginning Balance | $3,836 | $0 | ' | ' | ' | $8,762 | $1,826 | $6,936 | $0 |
Provisions | ' | ' | -13,915 | -11,437 | -9,248 | -34,600 | ' | ' | ' |
Cash expenditures | ' | ' | ' | ' | ' | -25,192 | -13,871 | -8,786 | -2,535 |
Other non-cash settlement | ' | ' | ' | ' | ' | -5,483 | 1,749 | -519 | -6,713 |
Ending Balance | $3,836 | $0 | ' | ' | ' | $12,276 | $4,079 | $8,197 | $0 |
Net_Sales_by_the_Originating_G
Net Sales by the Originating Geographic Area and Estimated End Market (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Sep. 28, 2014 | Jun. 29, 2014 | Mar. 30, 2014 | Dec. 29, 2013 | Sep. 29, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 30, 2012 | Sep. 28, 2014 | Sep. 29, 2013 | Sep. 30, 2012 |
segment | |||||||||||
Segment Reporting Disclosure [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of Reportable Segments | ' | ' | ' | ' | ' | ' | ' | ' | 1 | ' | ' |
Net Sales | $303,315 | $292,301 | $287,016 | $255,631 | $250,383 | $242,630 | $235,333 | $247,598 | $1,138,263 | $975,944 | $1,012,495 |
Aerospace | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Segment Reporting Disclosure [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net Sales | ' | ' | ' | ' | ' | ' | ' | ' | 169,613 | 187,006 | 212,293 |
Communication | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Segment Reporting Disclosure [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net Sales | ' | ' | ' | ' | ' | ' | ' | ' | 407,593 | 278,126 | 311,952 |
Defense And Security | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Segment Reporting Disclosure [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Concentration of credit risk in major customer | ' | ' | ' | ' | ' | ' | ' | ' | 27.00% | ' | ' |
Net Sales | ' | ' | ' | ' | ' | ' | ' | ' | 302,714 | 306,311 | 286,430 |
Industrial | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Segment Reporting Disclosure [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net Sales | ' | ' | ' | ' | ' | ' | ' | ' | 258,343 | 204,501 | 201,820 |
United States | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Segment Reporting Disclosure [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net Sales | ' | ' | ' | ' | ' | ' | ' | ' | 604,358 | 514,632 | 501,257 |
Europe | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Segment Reporting Disclosure [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net Sales | ' | ' | ' | ' | ' | ' | ' | ' | 163,669 | 142,343 | 165,942 |
Asia | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Segment Reporting Disclosure [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Concentration of credit risk in major customer | ' | ' | ' | ' | ' | ' | ' | ' | 10.00% | 10.00% | 11.00% |
Net Sales | ' | ' | ' | ' | ' | ' | ' | ' | 338,448 | 292,589 | 320,430 |
Other Geographical [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Segment Reporting Disclosure [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net Sales | ' | ' | ' | ' | ' | ' | ' | ' | $31,788 | $26,380 | $24,866 |
Long_Lived_Assets_by_Geographi
Long Lived Assets by Geographic Area (Detail) (USD $) | Sep. 28, 2014 | Sep. 29, 2013 | Sep. 30, 2012 |
In Thousands, unless otherwise specified | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' | ' |
Property and equipment, net | $148,712 | $125,158 | $116,146 |
United States | ' | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' | ' |
Property and equipment, net | 117,867 | 100,736 | 93,496 |
Europe | ' | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' | ' |
Property and equipment, net | 12,167 | 12,558 | 13,253 |
Asia | ' | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' | ' |
Property and equipment, net | 16,766 | 10,209 | 7,912 |
Other Geographic Area [Member] | ' | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' | ' |
Property and equipment, net | $1,912 | $1,655 | $1,485 |
Quarterly_Financial_Data_Detai
Quarterly Financial Data (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, except Per Share data, unless otherwise specified | Sep. 28, 2014 | Jun. 29, 2014 | Mar. 30, 2014 | Dec. 29, 2013 | Sep. 29, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 30, 2012 | Sep. 28, 2014 | Sep. 29, 2013 | Sep. 30, 2012 |
Quarterly Financial Information Disclosure [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net Sales | $303,315 | $292,301 | $287,016 | $255,631 | $250,383 | $242,630 | $235,333 | $247,598 | $1,138,263 | $975,944 | $1,012,495 |
Gross profit | 170,966 | 153,590 | 148,639 | 138,308 | 142,838 | 138,312 | 133,465 | 142,573 | 611,503 | 557,188 | 552,623 |
Net income (loss) | $32,797 | ($4,293) | ($6,759) | $1,379 | $14,086 | $18,279 | ($2,905) | $14,214 | $23,123 | $43,674 | ($29,675) |
Basic earnings (loss) per share | $0.35 | ($0.05) | ($0.07) | $0.01 | $0.16 | $0.20 | ($0.03) | $0.16 | $0.25 | $0.49 | ($0.35) |
Diluted earnings (loss) per share | $0.34 | ($0.05) | ($0.07) | $0.01 | $0.15 | $0.20 | ($0.03) | $0.16 | $0.24 | $0.48 | ($0.35) |
VALUATION_AND_QUALIFYING_ACCOU1
VALUATION AND QUALIFYING ACCOUNTS (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 28, 2014 | Sep. 29, 2013 | Sep. 30, 2012 |
Allowance for Doubtful Accounts | ' | ' | ' |
Valuation and Qualifying Accounts Disclosure [Line Items] | ' | ' | ' |
Balance at beginning of period | $1,203 | $1,623 | $2,149 |
Charged to costs and expenses | 564 | -43 | -497 |
Charged to other accounts | 0 | 0 | 0 |
Deductions- recoveries and write-offs | -430 | -377 | -29 |
Balance at end of period | 1,337 | 1,203 | 1,623 |
Tax Valuation Allowance | ' | ' | ' |
Valuation and Qualifying Accounts Disclosure [Line Items] | ' | ' | ' |
Balance at beginning of period | 210,073 | 196,147 | 16,803 |
Charged to costs and expenses | 17,649 | 18,841 | 27,729 |
Charged to other accounts | -8,776 | -4,915 | 151,615 |
Deductions- recoveries and write-offs | 0 | 0 | 0 |
Balance at end of period | $218,946 | $210,073 | $196,147 |