DOCUMENT AND ENTITY INFORMATION
DOCUMENT AND ENTITY INFORMATION - shares | 9 Months Ended | |
Jun. 28, 2015 | Jul. 24, 2015 | |
Document and Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 28, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | MSCC | |
Entity Registrant Name | MICROSEMI CORP | |
Entity Central Index Key | 310,568 | |
Current Fiscal Year End Date | --09-27 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 95,445,701 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Jun. 28, 2015 | Sep. 28, 2014 | |
Statement of Financial Position [Abstract] | ||
Debt Issuance Cost | $ 12,400 | $ 4,700 |
Current assets: | ||
Cash and cash equivalents | 203,974 | 162,182 |
Accounts receivable, net of allowances of $31,795 at June 28, 2015 and $22,193 at September 28, 2014 | 197,172 | 191,168 |
Inventories | 234,994 | 205,005 |
Deferred income taxes, net | 27,443 | 27,303 |
Other current assets | 40,056 | 32,924 |
Total current assets | 703,639 | 618,582 |
Property and equipment, net | 153,327 | 148,712 |
Goodwill | 1,144,353 | 885,610 |
Intangible assets, net | 383,178 | 351,893 |
Deferred income taxes, net | 18,141 | 23,494 |
Other assets | 35,145 | 28,139 |
TOTAL ASSETS | 2,437,783 | 2,056,430 |
Current liabilities: | ||
Accounts payable | 79,948 | 75,521 |
Accrued liabilities | 97,267 | 85,702 |
Current maturity of credit facility | 24,375 | 0 |
Total current liabilities | 201,590 | 161,223 |
Credit facility | 961,274 | 693,360 |
Deferred income taxes | 39,299 | 39,339 |
Other long-term liabilities | $ 47,725 | $ 46,878 |
Commitments and contingencies (Note 12) | ||
Stockholders' equity: | ||
Preferred stock, $1.00 par value; 1,000 authorized; none issued | $ 0 | $ 0 |
Common stock, $0.20 par value; 250,000 authorized, 95,651 issued and outstanding at June 28, 2015 and 95,633 issued and outstanding at September 28, 2014 | 19,130 | 19,126 |
Capital in excess of par value of common stock | 813,880 | 799,210 |
Retained earnings | 357,802 | 298,565 |
Accumulated other comprehensive income (loss) | (2,917) | (1,271) |
Total stockholders' equity | 1,187,895 | 1,115,630 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 2,437,783 | $ 2,056,430 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Jun. 28, 2015 | Sep. 28, 2014 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance for doubtful accounts | $ 31,795 | $ 22,193 |
Preferred stock, par value (USD per share) | $ 1 | $ 1 |
Preferred stock, authorized | 1,000,000 | 1,000,000 |
Preferred stock, issued | 0 | 0 |
Common stock, par value (USD per share) | $ 0.20 | $ 0.20 |
Common stock, authorized | 250,000,000 | 250,000,000 |
Common stock, issued | 95,651,000 | 95,633,000 |
Common stock, outstanding | 95,651,000 | 95,633,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 28, 2015 | Jun. 29, 2014 | Jun. 28, 2015 | Jun. 29, 2014 | |
Income Statement [Abstract] | ||||
Net sales | $ 317,066 | $ 292,301 | $ 916,828 | $ 834,948 |
Cost of sales | 144,976 | 138,711 | 407,398 | 394,411 |
Gross profit | 172,090 | 153,590 | 509,430 | 440,537 |
Operating expenses: | ||||
Selling, general and administrative | 66,671 | 61,141 | 187,764 | 181,513 |
Research and development costs | 52,340 | 48,044 | 146,298 | 141,452 |
Amortization of intangible assets | 24,811 | 23,422 | 71,084 | 69,694 |
Restructuring and severance charges | 3,098 | 14,653 | 14,011 | 27,073 |
Total operating expenses | 146,920 | 147,260 | 419,157 | 419,732 |
Operating income | 25,170 | 6,330 | 90,273 | 20,805 |
Other expenses | ||||
Interest expense, net | (7,408) | (6,459) | (19,489) | (21,656) |
Other expense, net | (566) | (627) | (1,409) | (2,132) |
Total other expense | (7,974) | (7,086) | (20,898) | (23,788) |
Income (loss) before income taxes | 17,196 | (756) | 69,375 | (2,983) |
Provision for income taxes | 2,533 | 3,537 | 10,138 | 6,690 |
Net income (loss) | $ 14,663 | $ (4,293) | $ 59,237 | $ (9,673) |
Earnings (loss) per share: | ||||
Basic (USD per share) | $ 0.16 | $ (0.05) | $ 0.63 | $ (0.10) |
Diluted (USD per share) | $ 0.15 | $ (0.05) | $ 0.62 | $ (0.10) |
Weighted-average common shares outstanding: | ||||
Basic | 94,462 | 93,095 | 94,122 | 92,664 |
Diluted | 96,371 | 93,095 | 95,614 | 92,664 |
Net income (loss) | $ 14,663 | $ (4,293) | $ 59,237 | $ (9,673) |
Other comprehensive income (loss), net of tax: | ||||
Translation adjustment | (3,576) | (346) | (1,433) | 100 |
Unrealized actuarial loss on pension benefits | (69) | (44) | (213) | (132) |
Other comprehensive loss, net of tax | (3,645) | (390) | (1,646) | (32) |
Total comprehensive income (loss) | $ 11,018 | $ (4,683) | $ 57,591 | $ (9,705) |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Jun. 28, 2015 | Jun. 29, 2014 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 59,237 | $ (9,673) |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 97,965 | 93,935 |
Change in allowance for doubtful accounts | (90) | 17 |
Amortization of deferred financing costs | 874 | 591 |
Write-off of deferred financing costs | 0 | 526 |
Loss on disposition or impairment of assets | 2,518 | 7,693 |
Deferred income taxes | 5,268 | 3,330 |
Charge for stock based compensation | 35,925 | 32,781 |
Change in assets and liabilities (net of acquisitions): | ||
Accounts receivable | 4,106 | 9,186 |
Inventories | 3,257 | 12,830 |
Other current assets | (4,348) | 3,919 |
Other assets | (5,455) | (2,337) |
Accounts payable | (4,618) | (3,987) |
Accrued liabilities | (1,547) | (1,722) |
Other long-term liabilities | (1,563) | 19 |
Net cash provided by operating activities | 191,529 | 147,108 |
Cash flows from investing activities: | ||
Purchases of property and equipment | (34,940) | (28,864) |
Proceeds from the sale of short term investments | 478 | 40,328 |
Payments for acquisitions, net of cash acquired | (363,646) | (287,702) |
Net cash used in investing activities | (398,108) | (276,238) |
Cash flows from financing activities: | ||
Proceeds from credit facility | 425,000 | 289,462 |
Repayments of credit facility | (142,724) | (150,000) |
Payments of credit facility issuance costs | (8,657) | (1,521) |
Extinguishment of debt | 0 | (89,462) |
Repurchase of common stock | (50,000) | 0 |
Stock settled tax withholdings | (17,692) | (1,012) |
Settlement to terminate capital lease | 0 | (3,000) |
Proceeds from exercise of stock options | 42,444 | 11,576 |
Net cash provided by financing activities | 248,371 | 56,043 |
Net increase (decrease) in cash and cash equivalents | 41,792 | (73,087) |
Cash and cash equivalents at beginning of period | 162,182 | 256,433 |
Cash and cash equivalents at end of period | $ 203,974 | $ 183,346 |
PRESENTATION OF FINANCIAL INFOR
PRESENTATION OF FINANCIAL INFORMATION | 9 Months Ended |
Jun. 28, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
PRESENTATION OF FINANCIAL INFORMATION | Presentation of Financial Information The unaudited condensed consolidated financial statements include the accounts of Microsemi Corporation and its subsidiaries. Intercompany transactions have been eliminated in consolidation. The condensed consolidated financial statements are unaudited, but in the opinion of our management, include all adjustments (all of which are normal or recurring adjustments) necessary for a fair statement of the results of operations for the periods indicated. The results of operations for the most recently reported quarter and nine months ended June 28, 2015 are not necessarily indicative of the results to be expected for the full year. The unaudited condensed consolidated financial statements have been prepared in accordance with the requirements of Form 10-Q and Article 10 of the Securities and Exchange Commission Regulation S-X, and therefore do not include all information and note disclosures necessary for a fair statement of our consolidated financial position, results of operations and cash flows in conformity with United States generally accepted accounting principles. The unaudited condensed consolidated financial statements and notes thereto must be read in their entirety in conjunction with the consolidated financial statements and notes thereto in our Annual Report on Form 10-K for the fiscal year ended September 28, 2014 . The unaudited condensed consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles, which require us to make estimates and assumptions that may materially affect the reported amounts of assets and liabilities at the date of the unaudited condensed consolidated financial statements and revenues and expenses during the periods reported. Actual results could differ materially from those estimates. Information with respect to our accounting policies that we believe could have the most significant effect on our reported results and require subjective or complex judgments is contained in the notes to the consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended September 28, 2014 . In referencing a year, we are referring to the fiscal year ended on the Sunday closest to September 30. Earnings Per Share Basic earnings per share have been computed based upon the weighted-average number of common shares outstanding during the respective periods. 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 were calculated as follows (amounts in thousands, except per share data): Quarter Ended Nine Months Ended June 28, June 29, June 28, June 29, Basic Net income (loss) $ 14,663 $ (4,293 ) $ 59,237 $ (9,673 ) Weighted-average common shares outstanding 94,462 93,095 94,122 92,664 Basic earnings (loss) per share $ 0.16 $ (0.05 ) $ 0.63 $ (0.10 ) Diluted Net income (loss) $ 14,663 $ (4,293 ) $ 59,237 $ (9,673 ) Weighted-average common shares outstanding for basic 94,462 93,095 94,122 92,664 Dilutive effect of stock awards 1,909 — 1,492 — Weighted-average common shares outstanding on a diluted basis 96,371 93,095 95,614 92,664 Diluted earnings (loss) per share $ 0.15 $ (0.05 ) $ 0.62 $ (0.10 ) For the quarters and nine months ended June 28, 2015 and June 29, 2014 , we excluded stock awards totaling 0.1 million and 3.1 million for the quarters, and 0.3 million and 3.0 million for the nine months ended, respectively, in the computation of diluted earnings per share as these stock awards would have been anti-dilutive. Recently Issued Accounting Standards In February 2013, the FASB issued ASU 2013-04, the objective of which is to provide guidance for the recognition, measurement, and disclosure of obligations resulting from joint and several liability arrangements for which the total amount of the obligation is fixed at the reporting date. The guidance in the update requires that these arrangements be recorded as the sum of the amount the reporting entity agreed to pay on the basis of its arrangement among its co-obligors and any additional amount the reporting entity expects to pay on behalf of its co-obligors. ASU 2013-04 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. 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 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. The adoption of this ASU did not impact our consolidated financial position, results of operations or cash flows. In April 2014, the FASB issued ASU 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, with early adoption permitted. We elected to early adopt this ASU and adoption did not impact our consolidated financial position, results of operations or cash flows. 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 permitted as of the original effective date. In July 2015, the FASB decided to delay the effective date of this ASU by one year. We are currently assessing the adoption and impact of this ASU on our consolidated financial position and results of operations. In June 2014, the FASB issued ASU 2014-12 which provides guidance on how to account for shared-based payment awards where the terms of the award provide that a performance target that affects vesting could be achieved after the requisite service period. The ASU requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. ASU 2014-12 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 management's 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. ASU 2014-15 is 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, however, we do not anticipate that adoption of this ASU will impact our consolidated financial position and results of operations. In January 2015, the FASB issued ASU 2015-01 which eliminates from generally accepted accounting principles the concept of extraordinary items. If an event or transaction meets the criteria for extraordinary classification, it is segregated from the results of ordinary operations and is shown as a separate item in the income statement, net of tax. ASU 2015-01 is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2015. Early adoption is permitted provided that the guidance is applied from the beginning of the fiscal year of adoption. We are currently assessing the adoption and impact of this ASU, however, we do not anticipate that adoption of this ASU will impact our consolidated financial position and results of operations. In April 2015, the FASB issued ASU 2015-03 whose objective is to simplify the presentation of debt issuance costs by requiring that debt issuance costs be presented in the balance sheet as a direct deduction from the carrying amount of debt liability, consistent with debt discounts and premiums. ASU 2015-03 is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2015. We elected to early adopt this ASU and the adoption resulted in a reclassification of $4.7 million in debt issuance costs from "other assets" to "credit facility" in the consolidated balance sheet as of September 28, 2014. In April 2015, the FASB issued ASU 2015-05 which adds guidance to Subtopic 350-40, Intangibles - Goodwill and Other - Internal-Use Software, which will help entities evaluate when a cloud computing arrangement includes the sale or license of software. ASU 2015-05 is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2015. We are currently assessing the impact of this ASU on our consolidated financial position and results of operations. |
ACQUISITIONS
ACQUISITIONS | 9 Months Ended |
Jun. 28, 2015 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions In April 2015, we acquired Vitesse Semiconductor Corporation ("Vitesse"), which designs and markets a diverse portfolio of high-performance semiconductors, application software, and integrated turnkey systems solutions for carrier, enterprise and Internet of Things ("IoT") networks worldwide. Vitesse products enable the fastest-growing network infrastructure markets including mobile access/IP edge, cloud access and industrial-IoT networking. The consideration for this acquisition was $383.2 million for all the equity interests of Vitesse. We recorded Vitesse's tangible and intangible assets and liabilities based on their estimated fair values as of the acquisition date and allocated the remaining purchase consideration to goodwill. The preliminary allocation is as follows (amounts in thousands): Cash and cash equivalents $ 16,231 Accounts receivable 10,020 Inventories 33,757 Other current assets 3,324 Property and equipment 2,423 Other assets 2,299 Identifiable intangible assets 102,370 Goodwill 257,488 Current liabilities (26,688 ) Long term debt (17,714 ) Other non-current liabilities (281 ) Total consideration $ 383,229 As of the acquisition date, the gross contractual amount of acquired accounts receivable of $10.7 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 Completed technology $ 87,000 7 Customer relationships 14,370 9 Other 1,000 1 $ 102,370 Valuation methodology The fair value of the identified intangible assets for the acquisition noted above was estimated by performing a discounted cash flow analysis using the "income" approach. This method includes a forecast of direct revenues and costs associated with the respective intangible assets and charges for economic returns on tangible and intangible assets utilized in cash flow generation. Net cash flows attributable to the identified intangible assets were discounted to their present value at a rate commensurate with the perceived risk. The projected cash flow assumptions considered contractual relationships, customer attrition, eventual development of new technologies and market competition. The valuation of completed technology and trade names for the acquisition noted above was based on the relief-from-royalty income approach, a variation of the income approach. The premise of the relief-from-royalty income approach is that if we had not been assigned the rights to the technology and trade names, we would have to pay royalties to continue to exploit the technology and trade names covered by their claims. To arrive at an estimate of royalty charges, the acquired entity's revenue and profit margins were analyzed to determine the ability to pay a royalty. In addition, the license databases were searched for actual royalty terms based on transactions involving technology and trade name licensing. The useful lives of completed technology rights are based on the number of years in which net cash flows have been projected. The useful lives of customer relationships are estimated based upon the length of the relationships currently in place, historical attrition patterns and natural growth and diversification of other potential customers. The useful life of a trade name was estimated based on the period in which a benefit could be ascribed to the identified trade names. Assumptions used in forecasting cash flows for each of the identified intangible assets included consideration of the following: • Historical performance including sales and profitability. • Business prospects and industry expectations. • Estimated economic life of asset. • Development of new technologies. • Acquisition of new customers. • Attrition of existing customers. • Obsolescence of technology over time. Depending on the structure of a particular acquisition, goodwill and identifiable intangible assets may not be deductible for tax purposes. We determined that goodwill and identifiable intangible assets related to the acquisition 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 we are committed to improving cost structures in accordance with our operational and restructuring plans which should result in a realization of cost savings and an improvement of overall efficiencies. The purchase price allocation described above is preliminary, primarily with respect to tax contingency matters. A final determination of fair values of assets acquired and liabilities assumed relating to the transaction could differ from the preliminary purchase price allocation and if material differences exist they could result in retrospective 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 The following supplemental pro forma data summarizes the results of operations for the periods presented, as if we completed the acquisition listed above as of the first day of 2014. 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, 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): Nine Months Ended June 28, June 29, Net sales $ 966,021 $ 914,774 Net income (loss) $ 40,038 $ (45,696 ) Earnings (loss) per share: Basic $ 0.42 $ (0.49 ) Diluted $ 0.42 $ (0.49 ) |
INVENTORIES
INVENTORIES | 9 Months Ended |
Jun. 28, 2015 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | Inventories Inventories are summarized as follows (amounts in thousands): June 28, September 28, Raw materials $ 56,245 $ 55,280 Work in process 115,296 94,044 Finished goods 63,453 55,681 $ 234,994 $ 205,005 |
GOODWILL AND INTANGIBLE ASSETS,
GOODWILL AND INTANGIBLE ASSETS, NET | 9 Months Ended |
Jun. 28, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS, NET | Goodwill and Intangible Assets, Net Goodwill and intangible assets, net consisted of the following components (amounts in thousands): June 28, September 28, Amortizable intangible assets Completed technology $ 252,155 $ 201,333 Customer relationships 129,995 149,328 Backlog, trade name and other 1,028 1,232 $ 383,178 $ 351,893 Non-amortizable intangible assets Goodwill $ 1,144,353 $ 885,610 Amortization of intangible assets included in operating expenses is as follows (amounts in thousands): Quarter Ended Nine Months Ended June 28, June 29, June 28, June 29, Completed technology $ 13,315 $ 10,976 $ 36,179 $ 33,203 Customer relationships 11,270 11,324 33,702 33,661 Backlog, trade name and other 226 1,122 1,203 2,830 $ 24,811 $ 23,422 $ 71,084 $ 69,694 Estimated amortization expense in each of the five succeeding years and thereafter is as follows (amounts in thousands): Less than 1 Year 1-2 Years 2-3 Years 3-4 Years 4-5 Years Thereafter $ 100,237 $ 96,597 $ 64,859 $ 35,730 $ 26,395 $ 59,360 |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Jun. 28, 2015 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | Income Taxes For the quarter and nine months ended June 28, 2015 , we recorded income tax provision s of $2.5 million and $10.1 million , respectively. For the quarter and nine months ended June 29, 2014 , we recorded income tax provisions of $3.5 million and $6.7 million , respectively. The difference in our effective tax rate from the U.S. statutory rate of 35% primarily reflects the impact of the mix of domestic and international pre-tax income, valuation allowance and credits. Our tax provisions for the quarter and nine months ended June 28, 2015 and June 29, 2014 were the combined calculated tax expenses, benefits and credits for various jurisdictions. We file U.S., state, and foreign income tax returns in jurisdictions with varying statutes of limitations. The 2007 through 2014 tax years generally remain subject to examination by federal tax authorities, most state tax authorities and in significant foreign jurisdictions. Each quarter, we reassess our uncertain tax positions for additional unrecognized tax benefits, interest and penalties, and deletions due to statute expirations. Based on federal, state and foreign statute expirations in various jurisdictions, we anticipate a decrease in unrecognized tax benefits of $4.4 million within the next twelve months. We establish liabilities for possible assessments by tax authorities resulting from known tax exposures including, but not limited to, international tax issues and certain tax credits. The Internal Revenue Service ("IRS") is currently examining our income tax returns for fiscal years 2007 through 2012 and has raised questions primarily related to transfer pricing. Management believes that our 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 our tax audits are resolved in a manner not consistent with management's expectations, we would be required to adjust our provision for income tax in the period such resolution occurs. While we believe our reported results are appropriate, any significant adjustments could have a material adverse effect on our results of operations, cash flows and financial position if not resolved within expectations. |
CREDIT AGREEMENT AND RELATED IN
CREDIT AGREEMENT AND RELATED INSTRUMENTS | 9 Months Ended |
Jun. 28, 2015 | |
Debt Disclosure [Abstract] | |
CREDIT AGREEMENT AND RELATED INSTRUMENTS | Credit Agreement Credit Agreement On March 31, 2015, we entered into Amendment No. 6 to our existing Amended and Restated Credit Agreement dated as of October 13, 2011 (such Amended and Restated Credit Agreement as further amended and supplemented prior to March 31, 2015, the "Existing Credit Agreement"; and as amended by Amendment No. 6, the “Amended Credit Agreement"), with Bank of America, N.A., as administrative agent and collateral agent. Pursuant to the Existing Credit Agreement, certain lenders provided first lien credit facilities, consisting of a term loan facility and a revolving credit facility. Amendment No. 6 provided for, among other things, (1) certain amendments to the provisions relating to incremental credit facilities to (i) permit up to $325.0 million of incremental term loan facilities to be in the form of term A loans, and (ii) permit the incremental revolving commitment capacity to be increased by the amount of all prior voluntary terminations of revolving commitments, (2) an amendment to the definition of “change of control” in the Existing Credit Agreement to remove the “continuing director” prong (clause (b)) from such defined term, and (3) certain amendments related to the proposed acquisition of Vitesse. In connection with Amendment No. 6, Bank of America, N.A., replaced Royal Bank of Canada as administrative agent and as collateral agent under the Amended Credit Agreement. On April 28, 2015, we entered into an Incremental Joinder Agreement with respect to an incremental term A loan of $325.0 million and incremental revolving commitments of $225.0 million under our Amended Credit Agreement (as supplemented by the Incremental Joinder Agreement, the “Credit Agreement”). The term A loan and incremental revolving commitments each mature in August 2019. Beginning after the quarter ending September 27, 2015, and each quarter thereafter, we are required to make quarterly principal payments of $8.1 million on term A loan borrowings. The incremental term A loan and incremental revolving commitments initially bear interest at an interest rate margin of 2.00% for Eurodollar Rate loans and 1.00% for Base Rate loans, and the incremental revolving commitments are subject to an undrawn commitment fee of 0.35% . The interest rate margins and commitment fee are subject to step-downs based on our Consolidated Leverage Ratio (as defined in the Credit Agreement). On April 28, 2015, we borrowed $325.0 million of incremental term A loan and $100.0 million under incremental revolving commitments to fund the acquisition of Vitesse, to repay a portion of term B loan principal, and for general corporate purposes. Our term B loan facility matures in February 2020 and as of June 28, 2015 , 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") (as defined in the Credit Agreement). The first ECF application date will be measured as of the end of fiscal year 2015 and the ECF percentage will be 50% if the Consolidated Leverage Ratio as of the last day of the fiscal year is equal to or greater than 3.00 to 1.00 and 0% otherwise. Under our Credit Agreement, we may borrow under a "Base Rate" which approximates the prime rate plus an applicable margin or "Eurodollar Rate" which approximates LIBOR plus an applicable margin. Eurodollar Rate loans are also subject to a Eurodollar Floor. At June 28, 2015 , the principal amounts outstanding were Eurodollar Rate loans and interest rate information as of June 28, 2015 were as follows (amounts in thousands, except percentages): Principal Outstanding Base Rate Base Rate Margin Eurodollar Rate Margin Eurodollar Floor Applicable Rate Revolving and swingline loans $ 100,000 3.25 % 1.00 % 2.00 % — % 2.15 % Term A loan $ 325,000 3.25 % 1.00 % 2.00 % — % 2.15 % Term B loan $ 573,026 3.25 % 1.50 % 2.50 % 0.75 % 3.25 % Debt issuance costs recorded as a reduction to principal outstanding in the condensed consolidated balance sheets were $4.7 million as of September 28, 2014 and $12.4 million as of June 28, 2015 . The fair value of our outstanding loans was approximately par value at June 28, 2015 and $693.0 million at September 28, 2014 . We classify this valuation as a Level 2 fair value measurement. Our Credit Agreement includes financial covenants requiring a maximum leverage ratio and minimum fixed charge coverage ratio and also contains other customary affirmative and negative covenants and events of default. We were in compliance with our covenants as of June 28, 2015 . |
FAIR VALUE OF FINANCIAL ASSETS
FAIR VALUE OF FINANCIAL ASSETS AND LIABILITIES | 9 Months Ended |
Jun. 28, 2015 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE OF FINANCIAL ASSETS AND LIABILITIES | Fair Value of Financial Assets and Liabilities Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date. Accounting Standards Codification 820 establishes a hierarchy for ranking the quality and reliability of the information used to determine fair values and includes the following classifications: Level 1: Quoted market prices in active markets for identical assets or liabilities. Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data. Level 3: Unobservable inputs that are not corroborated by market data. The following financial assets and liabilities were measured at fair value on a recurring basis using the type of inputs indicated below and are as follows (amounts in thousands): Fair Value Measurements Using: Total Level 1 Level 2 Level 3 September 28, 2014 Investment in marketable securities $ 4,139 $ 4,139 $ — $ — Interest rate swap liabilities $ 77 $ — $ 77 $ — June 28, 2015 Investment in marketable securities $ 1,858 $ 1,858 $ — $ — |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 9 Months Ended |
Jun. 28, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
STOCK-BASED COMPENSATION | Stock-Based Compensation Stock Based Compensation In February 2014, our stockholders approved an amendment to the Microsemi Corporation 2008 Performance Incentive Plan (the "2008 Plan"). The amendment a) increased the share limit by an additional 4.8 million shares so that the amended aggregate share limit for the 2008 Plan is 33.3 million shares; and b) extended the Company's authority to grant awards under the 2008 Plan intended to qualify as "performance-based awards" within the meaning of Section 162(m) of the U.S. Internal Revenue Code through the first annual meeting of stockholders that occurs in 2019. The 2008 Plan's termination date of December 5, 2021 remained unchanged, as did the number of shares counted against the share limit for every one share issued in connection with a full-value award, which remained 2.41 . Except as described in this paragraph, shares that are subject to or underlie awards which expire or for any reason, are cancelled or terminated, are forfeited, fail to vest, or for any other reason are not paid or delivered under the 2008 Plan will again be available for subsequent awards under the 2008 Plan. Shares that are exchanged by a participant or withheld by the Company as full or partial payment in connection with any award granted under the 2008 Plan that is a full-value award, as well as any shares exchanged by a participant or withheld by the Company or one of its subsidiaries to satisfy the tax withholding obligations related to any full-value award granted under the 2008 Plan will be available for subsequent awards under the 2008 Plan. Shares that are exchanged by a participant or withheld by the Company to pay the exercise price of a stock option or stock appreciation right granted under the 2008 Plan, as well as any shares exchanged or withheld to satisfy the tax withholding obligations related to any such award, will not be available for subsequent awards under the 2008 Plan. Awards authorized by the 2008 Plan include options, stock appreciation rights, restricted stock, stock bonuses, stock units, performance share awards, and other cash or share-based awards. The shares issued under the 2008 Plan may be newly issued or shares held by Microsemi as treasury stock. The maximum term of a stock option grant or a stock appreciation right granted under the 2008 Plan is 6 years . For the quarter and nine months ended June 28, 2015 , stock-based compensation expense was $13.7 million and $36.2 million , respectively. For the quarter and nine months ended June 29, 2014 , stock-based compensation expense was $11.3 million and $32.8 million , respectively. The quantity of restricted shares and performance stock units at target levels granted and their weighted-average fair value are as follows (quantities in thousands): Nine Months Ended Quantity Weighted-Average Fair Value per Award June 29, 2014 Restricted shares 1,474 $ 24.62 Performance stock units 332 $ 26.27 Stock options assumed from acquisition 578 $ 7.01 June 28, 2015 Restricted shares 1,271 $ 29.18 Restricted shares assumed from acquisition 322 $ 33.01 Performance stock units 403 $ 27.54 Stock options assumed from acquisition 153 $ 10.91 Restricted Shares Compensation expense for restricted shares was calculated based on the closing price of our common stock on the date of grant and the restricted shares are subject to forfeiture if a participant does not meet length of service requirements. Restricted stock awards granted to employees typically vest over a three year period and awards granted to non-employee directors vest in accordance with our director compensation policy. We assumed restricted shares in 2015 related to our acquisition of Vitesse. Performance Stock 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, 2014 and 2015 contain a market condition and the Monte Carlo simulation incorporates estimates of the potential outcomes of the market condition on the fair value date of each award. Performance stock units granted in 2013 are eligible to vest based on our achievement of net sales and earnings per share (subject to certain adjustments) levels for 2013, 2014 and 2015. For these performance stock units, 25% of each performance-based award opportunity will be subject to the net sales metric for the performance period and 75% will be subject to the earnings per share metric for the performance period. The maximum percentage is further adjusted by our total shareholder return relative to a peer group selected by the Compensation Committee, up to a maximum of 125% . Performance units granted in 2014 and 2015 are eligible to vest based on our rate of growth for net sales and earnings per share (subject to certain adjustments) relative to the growth rates for that metric over the relevant performance period for a peer group of companies. The performance period for the 2014 grants include our fiscal years 2014, 2015 and 2016 and the performance period for the 2015 grants include our fiscal years 2015, 2016 and 2017. A portion of the performance units may vest based on performance after each fiscal year of the performance period. For the 2014 grants, 40% of each performance-based award opportunity will be subject to the net sales metric for the performance period and 60% will be subject to the earnings per share metric for the performance period. The maximum percentage for a particular metric is 200% of the "target" number of units subject to the award related to that metric. For the 2015 grant, 70% of each performance-based award opportunity will be subject to the net sales metric for the performance period and 30% will be subject to the earnings per share metric for the performance period. The maximum percentage for a particular metric is 225% of the "target" number of units subject to the award related to that metric. The maximum percentage is further adjusted by our total shareholder return relative to a peer group selected by the Compensation Committee. For the 2014 grant, the maximum adjustment is 125% and for the 2015 grant, the maximum adjustment is 150% . Stock Options We assumed stock options related to our acquisition of Symmetricom, Inc. in 2014 with a weighted-average exercise price of $20.08 per stock option and related to our acquisition of Vitesse in 2015 with a weighted average exercise price of $24.18 per stock option. We derived a weighted-average fair value per stock option using the Black-Scholes option pricing model. |
SEGMENT INFORMATION
SEGMENT INFORMATION | 9 Months Ended |
Jun. 28, 2015 | |
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. As a percentage of consolidated net sales, customers with a ship-to location in Hong Kong totaled 11% and 12% for the quarter and nine months ended June 28, 2015 , respectively and there were no countries exceeding 10% for the quarter and nine months ended June 29, 2014 . |
STOCK REPURCHASE PROGRAM
STOCK REPURCHASE PROGRAM | 9 Months Ended |
Jun. 28, 2015 | |
Equity [Abstract] | |
STOCK REPURCHASE PROGRAM | Stock Repurchase Program On September 9, 2014, Microsemi Corporation's Board of Directors authorized the repurchase of up to $100.0 million of the Company's common stock before September 30, 2016. The Company has used and plans to continue to use existing cash from available working capital to fund the repurchases. During the nine months ended June 28, 2015 , the Company repurchased 1.9 million shares for $50.0 million at an average price of $26.11 under the program. Repurchased shares were retired and returned to authorized shares. On July 21, 2015, Microsemi Corporation's Board of Directors authorized a new stock repurchase program for the repurchase of up to an additional $100 million of the Company's common stock before July 31, 2017. Repurchases under our stock repurchase program may be made in the open market or through privately negotiated transactions and may also be made under a Rule 10b5-1 plan. |
RESTRUCTURING AND SEVERANCE CHA
RESTRUCTURING AND SEVERANCE CHARGES | 9 Months Ended |
Jun. 28, 2015 | |
Restructuring and Related Activities [Abstract] | |
RESTRUCTURING 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 28, 2014 $ 4,079 $ 8,197 $ — $ 12,276 Assumed from acquisition 143 — — 143 Provisions 10,013 2,299 3,291 15,603 Reversal of prior provision (466 ) (1,126 ) — (1,592 ) Cash expenditures (9,580 ) (5,348 ) (1,631 ) (16,559 ) Other non-cash settlement (4 ) (376 ) (1,662 ) (2,042 ) Balance at June 28, 2015 $ 4,185 $ 3,646 $ (2 ) $ 7,829 We recorded net provisions for employee severance of $9.5 million for the nine-months ended June 28, 2015 , of which $2.4 million related to actions following our acquisition of Vitesse. Employee severance covered approximately 220 individuals in engineering, manufacturing, administration and sales and is expected to be paid within the next twelve months . We recorded provisions for contract termination costs of $2.3 million for the nine-months ended June 28, 2015 , primarily for the fair value at the cease-use date of operating lease liabilities for space we have exited. Facilities consisted of manufacturing sites, as well as sales, engineering and administrative space. We recorded a $1.1 million reversal of prior provision related to a facility lease termination that was settled at an amount less than estimated. We recorded provisions for other associated costs for restructuring of $3.3 million for the nine-months ended June 28, 2015 , which consisted of facility and equipment impairments and facility relocation costs. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Jun. 28, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | Commitments and Contingencies We are generally self-insured for losses and liabilities related to workers’ compensation and employer’s liability insurance. Accrued workers’ compensation liability was $2.0 million and $1.9 million at June 28, 2015 and September 28, 2014 , respectively. Our self-insurance accruals are based on estimates and, while we believe that the amounts accrued are adequate, the ultimate claims may be in excess of the amounts provided. We are involved in pending litigation, administrative and similar matters arising out of the normal conduct of our business, including litigation relating to acquisitions, employment matters, intellectual property matters, commercial transactions, contracts, environmental matters and matters related to compliance with governmental regulations. The ultimate aggregate amount of monetary liability or financial impact with respect to these matters is subject to many uncertainties and is therefore not predictable with assurance. In the opinion of management, the final outcome of these matters, if they are adverse, will not have a material adverse effect on our financial position, results of operations or cash flows. However, there can be no assurance with respect to such result, and monetary liability, financial impact or other sanctions imposed on us from these matters could differ materially from those projected. On February 23, 2015, the Ironworkers Local No. 25 Pension Fund filed a shareholder derivative class action lawsuit in Delaware Chancery Court against the Company’s current and former directors, including James J. Peterson, Dennis R. Leibel, Thomas R. Anderson, William E. Bendush, Paul F. Folino, William L. Healey, Matthew E. Massengill and James V. Mazzo, and the Royal Bank of Canada (“RBC”). The lawsuit challenges a provision in the Company’s credit agreement, as amended prior to that date, that allegedly triggered an event of default if a majority of the board of directors was replaced through various means over a specified period of time. The plaintiff alleges that the directors breached their fiduciary duties by permitting the Company to agree to the challenged change of control term on the theory that the term could have had the effect of entrenching incumbent board members. The lawsuit also alleges that RBC aided and abetted the purported breaches of fiduciary duties by the directors. The lawsuit seeks an order invalidating the challenged change of control term and an award of attorneys’ fees and costs to the plaintiff's lawyers. On March 31, 2015, before any substantive proceedings in the lawsuit, the Company amended the credit agreement to remove the challenged change of control term, and disclosed the amendment in a Form 8-K filed with the Securities and Exchange Commission on April 1, 2015. On June 18, 2015, the Chancery Court entered an order of dismissal, as stipulated by the parties, providing that the lawsuit be dismissed with prejudice as to the plaintiff, and without prejudice to other putative class members, following the satisfaction of certain specified events including the payment of an agreed-upon amount of attorneys’ fees and costs to the plaintiff’s counsel and the filing of the Company’s 10-Q for the quarter ended June 28, 2015. The final resolution of this matter did not have a material impact on our financial position or results of operations. |
PRESENTATION OF FINANCIAL INF18
PRESENTATION OF FINANCIAL INFORMATION (Policies) | 9 Months Ended |
Jun. 28, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Earnings Per Share | Earnings Per Share Basic earnings per share have been computed based upon the weighted-average number of common shares outstanding during the respective periods. 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. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards In February 2013, the FASB issued ASU 2013-04, the objective of which is to provide guidance for the recognition, measurement, and disclosure of obligations resulting from joint and several liability arrangements for which the total amount of the obligation is fixed at the reporting date. The guidance in the update requires that these arrangements be recorded as the sum of the amount the reporting entity agreed to pay on the basis of its arrangement among its co-obligors and any additional amount the reporting entity expects to pay on behalf of its co-obligors. ASU 2013-04 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. 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 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. The adoption of this ASU did not impact our consolidated financial position, results of operations or cash flows. In April 2014, the FASB issued ASU 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, with early adoption permitted. We elected to early adopt this ASU and adoption did not impact our consolidated financial position, results of operations or cash flows. 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 permitted as of the original effective date. In July 2015, the FASB decided to delay the effective date of this ASU by one year. We are currently assessing the adoption and impact of this ASU on our consolidated financial position and results of operations. In June 2014, the FASB issued ASU 2014-12 which provides guidance on how to account for shared-based payment awards where the terms of the award provide that a performance target that affects vesting could be achieved after the requisite service period. The ASU requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. ASU 2014-12 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 management's 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. ASU 2014-15 is 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, however, we do not anticipate that adoption of this ASU will impact our consolidated financial position and results of operations. In January 2015, the FASB issued ASU 2015-01 which eliminates from generally accepted accounting principles the concept of extraordinary items. If an event or transaction meets the criteria for extraordinary classification, it is segregated from the results of ordinary operations and is shown as a separate item in the income statement, net of tax. ASU 2015-01 is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2015. Early adoption is permitted provided that the guidance is applied from the beginning of the fiscal year of adoption. We are currently assessing the adoption and impact of this ASU, however, we do not anticipate that adoption of this ASU will impact our consolidated financial position and results of operations. In April 2015, the FASB issued ASU 2015-03 whose objective is to simplify the presentation of debt issuance costs by requiring that debt issuance costs be presented in the balance sheet as a direct deduction from the carrying amount of debt liability, consistent with debt discounts and premiums. ASU 2015-03 is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2015. We elected to early adopt this ASU and the adoption resulted in a reclassification of $4.7 million in debt issuance costs from "other assets" to "credit facility" in the consolidated balance sheet as of September 28, 2014. In April 2015, the FASB issued ASU 2015-05 which adds guidance to Subtopic 350-40, Intangibles - Goodwill and Other - Internal-Use Software, which will help entities evaluate when a cloud computing arrangement includes the sale or license of software. ASU 2015-05 is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2015. We are currently assessing the impact of this ASU on our consolidated financial position and results of operations. |
PRESENTATION OF FINANCIAL INF19
PRESENTATION OF FINANCIAL INFORMATION (Tables) | 9 Months Ended |
Jun. 28, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Earnings Per Share | Earnings per share were calculated as follows (amounts in thousands, except per share data): Quarter Ended Nine Months Ended June 28, June 29, June 28, June 29, Basic Net income (loss) $ 14,663 $ (4,293 ) $ 59,237 $ (9,673 ) Weighted-average common shares outstanding 94,462 93,095 94,122 92,664 Basic earnings (loss) per share $ 0.16 $ (0.05 ) $ 0.63 $ (0.10 ) Diluted Net income (loss) $ 14,663 $ (4,293 ) $ 59,237 $ (9,673 ) Weighted-average common shares outstanding for basic 94,462 93,095 94,122 92,664 Dilutive effect of stock awards 1,909 — 1,492 — Weighted-average common shares outstanding on a diluted basis 96,371 93,095 95,614 92,664 Diluted earnings (loss) per share $ 0.15 $ (0.05 ) $ 0.62 $ (0.10 ) |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 9 Months Ended |
Jun. 28, 2015 | |
Business Acquisition [Line Items] | |
Business Acquisition, Pro Forma Information | Supplemental pro forma data is as follows (amounts in thousands, except per share data): Nine Months Ended June 28, June 29, Net sales $ 966,021 $ 914,774 Net income (loss) $ 40,038 $ (45,696 ) Earnings (loss) per share: Basic $ 0.42 $ (0.49 ) Diluted $ 0.42 $ (0.49 ) |
Vitesse | |
Business Acquisition [Line Items] | |
Schedule of Business Acquisitions by Acquisition, Contingent Consideration | The preliminary allocation is as follows (amounts in thousands): Cash and cash equivalents $ 16,231 Accounts receivable 10,020 Inventories 33,757 Other current assets 3,324 Property and equipment 2,423 Other assets 2,299 Identifiable intangible assets 102,370 Goodwill 257,488 Current liabilities (26,688 ) Long term debt (17,714 ) Other non-current liabilities (281 ) Total consideration $ 383,229 |
Schedule of Acquired Finite-Lived Intangible Assets by Major Class | The valuation of identifiable intangible assets and their estimated useful lives are as follows (dollar amounts in thousands): Asset Weighted Completed technology $ 87,000 7 Customer relationships 14,370 9 Other 1,000 1 $ 102,370 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 9 Months Ended |
Jun. 28, 2015 | |
Inventory Disclosure [Abstract] | |
Schedule of inventories | Inventories are summarized as follows (amounts in thousands): June 28, September 28, Raw materials $ 56,245 $ 55,280 Work in process 115,296 94,044 Finished goods 63,453 55,681 $ 234,994 $ 205,005 |
GOODWILL AND INTANGIBLE ASSET22
GOODWILL AND INTANGIBLE ASSETS, NET (Tables) | 9 Months Ended |
Jun. 28, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and intangible assets, net consisted of the following components (amounts in thousands): June 28, September 28, Amortizable intangible assets Completed technology $ 252,155 $ 201,333 Customer relationships 129,995 149,328 Backlog, trade name and other 1,028 1,232 $ 383,178 $ 351,893 Non-amortizable intangible assets Goodwill $ 1,144,353 $ 885,610 |
Amortization of Intangible Assets | Amortization of intangible assets included in operating expenses is as follows (amounts in thousands): Quarter Ended Nine Months Ended June 28, June 29, June 28, June 29, Completed technology $ 13,315 $ 10,976 $ 36,179 $ 33,203 Customer relationships 11,270 11,324 33,702 33,661 Backlog, trade name and other 226 1,122 1,203 2,830 $ 24,811 $ 23,422 $ 71,084 $ 69,694 |
Estimated Amortization Expense | Estimated amortization expense in each of the five succeeding years and thereafter is as follows (amounts in thousands): Less than 1 Year 1-2 Years 2-3 Years 3-4 Years 4-5 Years Thereafter $ 100,237 $ 96,597 $ 64,859 $ 35,730 $ 26,395 $ 59,360 |
CREDIT AGREEMENT AND RELATED 23
CREDIT AGREEMENT AND RELATED INSTRUMENTS (Tables) | 9 Months Ended |
Jun. 28, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | At June 28, 2015 , the principal amounts outstanding were Eurodollar Rate loans and interest rate information as of June 28, 2015 were as follows (amounts in thousands, except percentages): Principal Outstanding Base Rate Base Rate Margin Eurodollar Rate Margin Eurodollar Floor Applicable Rate Revolving and swingline loans $ 100,000 3.25 % 1.00 % 2.00 % — % 2.15 % Term A loan $ 325,000 3.25 % 1.00 % 2.00 % — % 2.15 % Term B loan $ 573,026 3.25 % 1.50 % 2.50 % 0.75 % 3.25 % |
FAIR VALUE OF FINANCIAL ASSET24
FAIR VALUE OF FINANCIAL ASSETS AND LIABILITIES (Tables) | 9 Months Ended |
Jun. 28, 2015 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following financial assets and liabilities were measured at fair value on a recurring basis using the type of inputs indicated below and are as follows (amounts in thousands): Fair Value Measurements Using: Total Level 1 Level 2 Level 3 September 28, 2014 Investment in marketable securities $ 4,139 $ 4,139 $ — $ — Interest rate swap liabilities $ 77 $ — $ 77 $ — June 28, 2015 Investment in marketable securities $ 1,858 $ 1,858 $ — $ — |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 9 Months Ended |
Jun. 28, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of restricted shares and performance stock units | The quantity of restricted shares and performance stock units at target levels granted and their weighted-average fair value are as follows (quantities in thousands): Nine Months Ended Quantity Weighted-Average Fair Value per Award June 29, 2014 Restricted shares 1,474 $ 24.62 Performance stock units 332 $ 26.27 Stock options assumed from acquisition 578 $ 7.01 June 28, 2015 Restricted shares 1,271 $ 29.18 Restricted shares assumed from acquisition 322 $ 33.01 Performance stock units 403 $ 27.54 Stock options assumed from acquisition 153 $ 10.91 |
RESTRUCTURING AND SEVERANCE C26
RESTRUCTURING AND SEVERANCE CHARGES (Tables) | 9 Months Ended |
Jun. 28, 2015 | |
Restructuring and Related Activities [Abstract] | |
Reflects the restructuring activities and the accrued liabilities | The following table reflects the related restructuring activities and the accrued liabilities at the dates below (amounts in thousands): Employee Severance Contract Termination Costs Other Associated Costs Total Balance at September 28, 2014 $ 4,079 $ 8,197 $ — $ 12,276 Assumed from acquisition 143 — — 143 Provisions 10,013 2,299 3,291 15,603 Reversal of prior provision (466 ) (1,126 ) — (1,592 ) Cash expenditures (9,580 ) (5,348 ) (1,631 ) (16,559 ) Other non-cash settlement (4 ) (376 ) (1,662 ) (2,042 ) Balance at June 28, 2015 $ 4,185 $ 3,646 $ (2 ) $ 7,829 |
PRESENTATION OF FINANCIAL INF27
PRESENTATION OF FINANCIAL INFORMATION - Earning Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 28, 2015 | Jun. 29, 2014 | Jun. 28, 2015 | Jun. 29, 2014 | |
BASIC | ||||
Net income (loss) | $ 14,663 | $ (4,293) | $ 59,237 | $ (9,673) |
Weighted-average common shares outstanding | 94,462 | 93,095 | 94,122 | 92,664 |
Basic earnings (loss) per share (USD per share) | $ 0.16 | $ (0.05) | $ 0.63 | $ (0.10) |
DILUTED | ||||
Net income (loss) | $ 14,663 | $ (4,293) | $ 59,237 | $ (9,673) |
Weighted-average common shares outstanding | 94,462 | 93,095 | 94,122 | 92,664 |
Dilutive effect of stock awards | 1,909 | 0 | 1,492 | 0 |
Weighted-average common shares outstanding on a diluted basis | 96,371 | 93,095 | 95,614 | 92,664 |
Diluted earnings per share (USD per share) | $ 0.15 | $ (0.05) | $ 0.62 | $ (0.10) |
PRESENTATION OF FINANCIAL INF28
PRESENTATION OF FINANCIAL INFORMATION - Additional Information (Details) - shares shares in Millions | 3 Months Ended | 9 Months Ended | ||
Jun. 28, 2015 | Jun. 29, 2014 | Jun. 28, 2015 | Jun. 29, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Stock awards excluded in computation of diluted EPS | 0.1 | 3.1 | 0.3 | 3 |
ACQUISITIONS (Details)
ACQUISITIONS (Details) - USD ($) $ / shares in Units, $ in Thousands | Apr. 28, 2015 | Jun. 28, 2015 | Jun. 29, 2014 | Sep. 28, 2014 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 1,144,353 | $ 885,610 | ||
Business Acquisition, Pro Forma Information [Abstract] | ||||
Net sales | 966,021 | $ 914,774 | ||
Net income (loss) | $ 40,038 | $ (45,696) | ||
Earnings (loss) per share: | ||||
Basic | $ 0.42 | $ (0.49) | ||
Diluted | $ 0.42 | $ (0.49) | ||
Vitesse | ||||
Business Acquisition [Line Items] | ||||
Cash and cash equivalents | $ 16,231 | |||
Accounts receivable | 10,020 | |||
Inventories | 33,757 | |||
Other current assets | 3,324 | |||
Property and equipment | 2,423 | |||
Other assets | 2,299 | |||
Identifiable intangible assets | 102,370 | |||
Goodwill | 257,488 | |||
Current liabilities | (26,688) | |||
Long term debt | (17,714) | |||
Other non-current liabilities | (281) | |||
Total consideration | 383,229 | |||
Gross contractual amount | 10,700 | |||
Asset Amount | 102,370 | |||
Vitesse | Completed technology | ||||
Business Acquisition [Line Items] | ||||
Identifiable intangible assets | 87,000 | |||
Asset Amount | $ 87,000 | |||
Weighted Average Useful Life (Years) | 7 years | |||
Vitesse | Customer relationships | ||||
Business Acquisition [Line Items] | ||||
Identifiable intangible assets | $ 14,370 | |||
Asset Amount | $ 14,370 | |||
Weighted Average Useful Life (Years) | 9 years | |||
Vitesse | Other | ||||
Business Acquisition [Line Items] | ||||
Identifiable intangible assets | $ 1,000 | |||
Asset Amount | $ 1,000 | |||
Weighted Average Useful Life (Years) | 1 year |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) $ in Thousands | Jun. 28, 2015 | Sep. 28, 2014 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 56,245 | $ 55,280 |
Work in process | 115,296 | 94,044 |
Finished goods | 63,453 | 55,681 |
Inventories, net | $ 234,994 | $ 205,005 |
GOODWILL AND INTANGIBLE ASSET31
GOODWILL AND INTANGIBLE ASSETS, NET (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Jun. 28, 2015 | Jun. 29, 2014 | Jun. 28, 2015 | Jun. 29, 2014 | Sep. 28, 2014 | |
Goodwill and Intangible Assets Disclosure [Line Items] | |||||
Amortizable intangible assets | $ 383,178 | $ 383,178 | $ 351,893 | ||
Goodwill | 1,144,353 | 1,144,353 | 885,610 | ||
Amortization of intangible assets | 24,811 | $ 23,422 | 71,084 | $ 69,694 | |
Completed technology | |||||
Goodwill and Intangible Assets Disclosure [Line Items] | |||||
Amortizable intangible assets | 252,155 | 252,155 | 201,333 | ||
Amortization of intangible assets | 13,315 | 10,976 | 36,179 | 33,203 | |
Customer relationships | |||||
Goodwill and Intangible Assets Disclosure [Line Items] | |||||
Amortizable intangible assets | 129,995 | 129,995 | 149,328 | ||
Amortization of intangible assets | 11,270 | 11,324 | 33,702 | 33,661 | |
Backlog, Trade Name and Other [Member] | |||||
Goodwill and Intangible Assets Disclosure [Line Items] | |||||
Amortizable intangible assets | 1,028 | 1,028 | $ 1,232 | ||
Amortization of intangible assets | $ 226 | $ 1,122 | $ 1,203 | $ 2,830 |
GOODWILL AND INTANGIBLE ASSET32
GOODWILL AND INTANGIBLE ASSETS, NET - Estimated Amortization Expense (Details) $ in Thousands | Jun. 28, 2015USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Amortization expense, Less than 1 Year | $ 100,237 |
Amortization expense, 1-2 Years | 96,597 |
Amortization expense, 2-3 Years | 64,859 |
Amortization expense, 3-4 Years | 35,730 |
Amortization expense, 4-5 Years | 26,395 |
Amortization expense, Thereafter | $ 59,360 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 28, 2015 | Jun. 29, 2014 | Jun. 28, 2015 | Jun. 29, 2014 | |
Income Taxes [Line Items] | ||||
Provision for income taxes | $ 2,533 | $ 3,537 | $ 10,138 | $ 6,690 |
U.S. statutory rate | 35.00% | |||
Unrecognized tax benefit that would impact effective tax rate within next twelve months | $ 4,400 | $ 4,400 | ||
Minimum | Internal Revenue Service (IRS) | ||||
Income Taxes [Line Items] | ||||
Open tax years by major tax jurisdiction | 2,007 | |||
Maximum | Internal Revenue Service (IRS) | ||||
Income Taxes [Line Items] | ||||
Open tax years by major tax jurisdiction | 2,014 |
CREDIT AGREEMENT AND RELATED 34
CREDIT AGREEMENT AND RELATED INSTRUMENTS (Details) $ in Thousands | Apr. 28, 2015USD ($) | Apr. 15, 2015USD ($) | Jun. 28, 2015USD ($) | Jun. 28, 2015USD ($) | Sep. 28, 2014USD ($) | Mar. 31, 2015USD ($) |
Line of Credit Facility [Line Items] | ||||||
Debt Issuance Cost | $ 12,400 | $ 4,700 | ||||
Minimum | ||||||
Line of Credit Facility [Line Items] | ||||||
Excess Cash Flow (ECF) percentage | 0.00% | |||||
Consolidated Leverage Ratio | 1 | |||||
Maximum | ||||||
Line of Credit Facility [Line Items] | ||||||
Excess Cash Flow (ECF) percentage | 50.00% | |||||
Consolidated Leverage Ratio | 3 | |||||
Revolving credit facility | ||||||
Line of Credit Facility [Line Items] | ||||||
Revolving credit facility, borrowing capacity | $ 225,000 | |||||
Long-term Debt | $ 100,000 | |||||
Undrawn commitment fee percentage | 0.35% | |||||
Term loan borrowings | ||||||
Line of Credit Facility [Line Items] | ||||||
Fair value outstanding term loan | $ 693,000 | |||||
Incremental term loan | ||||||
Line of Credit Facility [Line Items] | ||||||
Revolving credit facility, borrowing capacity | $ 325,000 | $ 325,000 | ||||
Debt Instrument, Periodic Payment, Principal | $ 8,100 | |||||
Long-term Debt | $ 325,000 | $ 325,000 | $ 325,000 | |||
Base Rate | 3.25% | 3.25% | ||||
Incremental term loan | Base Rate | ||||||
Line of Credit Facility [Line Items] | ||||||
Rate Margins | 1.00% | |||||
Incremental term loan | Eurodollar | ||||||
Line of Credit Facility [Line Items] | ||||||
Rate Margins | 2.00% | |||||
Eurodollar Floor | 0.00% | |||||
Incremental term loan | Current | ||||||
Line of Credit Facility [Line Items] | ||||||
Applicable | 2.15% | |||||
Incremental term loan | Amended And Restated Credit Agreement | Base Rate | ||||||
Line of Credit Facility [Line Items] | ||||||
Rate Margins | 1.00% | |||||
Incremental term loan | Amended And Restated Credit Agreement | Eurodollar | ||||||
Line of Credit Facility [Line Items] | ||||||
Rate Margins | 2.00% | |||||
Term loan | ||||||
Line of Credit Facility [Line Items] | ||||||
Long-term Debt | $ 573,026 | $ 573,026 | ||||
Base Rate | 3.25% | 3.25% | ||||
Term loan | Base Rate | ||||||
Line of Credit Facility [Line Items] | ||||||
Rate Margins | 1.50% | |||||
Term loan | Eurodollar | ||||||
Line of Credit Facility [Line Items] | ||||||
Rate Margins | 2.50% | |||||
Eurodollar Floor | 0.75% | |||||
Term loan | Current | ||||||
Line of Credit Facility [Line Items] | ||||||
Applicable | 3.25% | |||||
Revolving and swingline loans | ||||||
Line of Credit Facility [Line Items] | ||||||
Long-term Debt | $ 100,000 | $ 100,000 | ||||
Base Rate | 3.25% | 3.25% | ||||
Revolving and swingline loans | Base Rate | ||||||
Line of Credit Facility [Line Items] | ||||||
Rate Margins | 1.00% | |||||
Revolving and swingline loans | Eurodollar | ||||||
Line of Credit Facility [Line Items] | ||||||
Rate Margins | 2.00% | |||||
Eurodollar Floor | 0.00% | |||||
Revolving and swingline loans | Current | ||||||
Line of Credit Facility [Line Items] | ||||||
Applicable | 2.15% |
FAIR VALUE OF FINANCIAL ASSET35
FAIR VALUE OF FINANCIAL ASSETS AND LIABILITIES (Details) - Fair Value, Measurements, Recurring - USD ($) $ in Thousands | Jun. 28, 2015 | Sep. 28, 2014 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investment in marketable securities | $ 1,858 | $ 4,139 |
Interest rate swap liabilities | 77 | |
Level 1 Inputs | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investment in marketable securities | 1,858 | 4,139 |
Interest rate swap liabilities | 0 | |
Level 2 Inputs | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investment in marketable securities | 0 | 0 |
Interest rate swap liabilities | 77 | |
Level 3 Inputs | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investment in marketable securities | $ 0 | 0 |
Interest rate swap liabilities | $ 0 |
STOCK-BASED COMPENSATION - Addi
STOCK-BASED COMPENSATION - Additional Information (Details) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Jun. 28, 2015USD ($)$ / shares | Jun. 29, 2014USD ($) | Dec. 30, 2012 | Jun. 28, 2015USD ($)$ / sharesshares | Jun. 29, 2014USD ($) | Sep. 29, 2013 | |
Compensation Related Costs Share Based Payments Disclosure [Line Items] | ||||||
Stock-based compensation expense | $ | $ 13.7 | $ 11.3 | $ 36.2 | $ 32.8 | ||
Restricted shares | ||||||
Compensation Related Costs Share Based Payments Disclosure [Line Items] | ||||||
Vesting period | 3 years | |||||
Performance stock units | ||||||
Compensation Related Costs Share Based Payments Disclosure [Line Items] | ||||||
Vesting percentage relative to net sales | 25.00% | 70.00% | 40.00% | |||
Vesting percentage relative to earnings per share | 75.00% | 30.00% | 60.00% | |||
Performance based compensation percentage, target based | 225.00% | 200.00% | ||||
Performance based compensation, peer group based | 150.00% | 125.00% | 125.00% | |||
Stock options | Symmetricom | ||||||
Compensation Related Costs Share Based Payments Disclosure [Line Items] | ||||||
Weighted average exercise price (USD per stock option) | $ / shares | $ 20.08 | $ 20.08 | ||||
Stock options | Vitesse | ||||||
Compensation Related Costs Share Based Payments Disclosure [Line Items] | ||||||
Weighted average exercise price (USD per stock option) | $ / shares | $ 24.18 | $ 24.18 | ||||
Stock Option Plan 2008 | ||||||
Compensation Related Costs Share Based Payments Disclosure [Line Items] | ||||||
Additional shares to the shares limit in common stock | 4.8 | |||||
Shares limit in common stock | 33.3 | |||||
Plan expiration date | Dec. 5, 2021 | |||||
Full value award of shares issued for every one share | 2.41 | |||||
Maximum term of a stock option grant or a stock appreciation right grant | 6 years |
STOCK-BASED COMPENSATION - Sche
STOCK-BASED COMPENSATION - Schedule of Restricted Shares and Performance Stock Units (Details) - $ / shares shares in Thousands | 9 Months Ended | ||
Jun. 28, 2015 | Jun. 29, 2014 | Sep. 28, 2014 | |
Restricted shares | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Quantity | 1,271 | 1,474 | |
Weighted average fair value per award (USD per award) | $ 29.18 | $ 24.62 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Assumed From Acquisition | 322 | ||
Share Based Compensation Arrangement By Share Based Payment Award Options Assumed Weighted Average Exercise Price | $ 33.01 | ||
Performance stock units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Quantity | 403 | 332 | |
Weighted average fair value per award (USD per award) | $ 27.54 | $ 26.27 | |
Symmetricom | Stock options assumed from acquisition | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Quantity options assumed from acquisition | 578 | ||
Weighted average fair value options assumed from acquisition (USD per option) | $ 7.01 | ||
Vitesse | Stock options assumed from acquisition | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Quantity options assumed from acquisition | 153 | ||
Weighted average fair value options assumed from acquisition (USD per option) | $ 10.91 |
SEGMENT INFORMATION (Details)
SEGMENT INFORMATION (Details) - Jun. 28, 2015 - segment | Total | Total |
Concentration Risk [Line Items] | ||
Number of segments | 1 | |
Geographic concentration risk | Sales revenue, net | Hong Kong | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 11.00% | 12.00% |
STOCK REPURCHASE PROGRAM (Detai
STOCK REPURCHASE PROGRAM (Details) - USD ($) $ / shares in Units, shares in Millions | 9 Months Ended | ||
Jun. 28, 2015 | Jul. 21, 2015 | Sep. 09, 2014 | |
Equity, Class of Treasury Stock [Line Items] | |||
Amount authorized to be repurchased | $ 100,000,000 | ||
Number of shares repurchased | 1.9 | ||
Value of shares repurchased | $ 50,000,000 | ||
Average price per share of stock repurchased | $ 26.11 | ||
Subsequent event | |||
Equity, Class of Treasury Stock [Line Items] | |||
Amount authorized to be repurchased | $ 100,000,000 |
RESTRUCTURING AND SEVERANCE C40
RESTRUCTURING AND SEVERANCE CHARGES - Restructuring Activities and Accrued Liabilities (Details) - Jun. 28, 2015 - USD ($) $ in Thousands | Total |
Restructuring Reserve [Roll Forward] | |
Beginning Balance | $ 12,276 |
Assumed from acquisition | 143 |
Provisions | 15,603 |
Reversal of prior provision | (1,592) |
Cash expenditures | (16,559) |
Other non-cash settlement | (2,042) |
Ending Balance | 7,829 |
Employee Severance | |
Restructuring Reserve [Roll Forward] | |
Beginning Balance | 4,079 |
Assumed from acquisition | 143 |
Provisions | 10,013 |
Restructuring Charges | 9,500 |
Reversal of prior provision | (466) |
Cash expenditures | (9,580) |
Other non-cash settlement | (4) |
Ending Balance | 4,185 |
Contract Termination Costs | |
Restructuring Reserve [Roll Forward] | |
Beginning Balance | 8,197 |
Assumed from acquisition | 0 |
Restructuring Charges | 2,299 |
Reversal of prior provision | (1,126) |
Cash expenditures | (5,348) |
Other non-cash settlement | (376) |
Ending Balance | 3,646 |
Other Associated Costs | |
Restructuring Reserve [Roll Forward] | |
Beginning Balance | 0 |
Assumed from acquisition | 0 |
Provisions | 3,291 |
Restructuring Charges | 3,300 |
Reversal of prior provision | 0 |
Cash expenditures | (1,631) |
Other non-cash settlement | (1,662) |
Ending Balance | (2) |
Vitesse | Employee Severance | |
Restructuring Reserve [Roll Forward] | |
Restructuring Charges | $ 2,400 |
RESTRUCTURING AND SEVERANCE C41
RESTRUCTURING AND SEVERANCE CHARGES - Additional Information (Details) - Jun. 28, 2015 $ in Thousands | USD ($)Person |
Employee Severance | |
Restructuring Cost and Reserve [Line Items] | |
Net provisions for restructuring costs | $ 9,500 |
Number of employees | Person | 220 |
Contract Termination Costs | |
Restructuring Cost and Reserve [Line Items] | |
Net provisions for restructuring costs | $ 2,299 |
Other Associated Costs | |
Restructuring Cost and Reserve [Line Items] | |
Net provisions for restructuring costs | $ 3,300 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Millions | Jun. 28, 2015 | Sep. 28, 2014 |
Commitments and Contingencies Disclosure [Abstract] | ||
Accrued workers' compensation liabilities | $ 2 | $ 1.9 |