DOCUMENT AND ENTITY INFORMATION
DOCUMENT AND ENTITY INFORMATION - shares | 3 Months Ended | |
Jan. 03, 2016 | Jan. 27, 2016 | |
Document and Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jan. 3, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | MSCC | |
Entity Registrant Name | MICROSEMI CORP | |
Entity Central Index Key | 310,568 | |
Current Fiscal Year End Date | --10-02 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 112,389,849 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Jan. 03, 2016 | Sep. 27, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 199.7 | $ 256.4 |
Accounts receivable, net of allowances of $23.6 at January 3, 2016 and $26.0 at September 27, 2015 | 176.2 | 186.9 |
Inventories | 231.4 | 227.2 |
Deferred income taxes, net | 26.2 | 26.2 |
Other current assets | 36 | 39.9 |
Total current assets | 669.5 | 736.6 |
Property and equipment, net | 154.1 | 152.7 |
Goodwill | 1,139.3 | 1,139.3 |
Intangible assets, net | 332.4 | 357.8 |
Deferred income taxes, net | 23.8 | 26.8 |
Other assets | 130.1 | 36.9 |
TOTAL ASSETS | 2,449.2 | 2,450.1 |
Current liabilities: | ||
Accounts payable | 88.6 | 82.3 |
Accrued liabilities | 82.3 | 86.8 |
Current maturity of credit facility | 32.5 | 32.5 |
Total current liabilities | 203.4 | 201.6 |
Credit facility | 938.3 | 953.9 |
Deferred income taxes | 41 | 41.1 |
Other long-term liabilities | $ 47.1 | $ 46.3 |
Commitments and contingencies (Note 9) | ||
Stockholders' equity: | ||
Preferred stock, $1.00 par value; authorized 1 share; none issued | $ 0 | $ 0 |
Common stock, $0.20 par value; 250.0 authorized, 95.8 issued and outstanding at January 3, 2016 and 95.1 issued and outstanding at September 27, 2015 | 19.2 | 19 |
Capital in excess of par value of common stock | 797.1 | 808.1 |
Retained earnings | 406.9 | 383.2 |
Accumulated other comprehensive loss | (3.8) | (3.1) |
Total stockholders' equity | 1,219.4 | 1,207.2 |
Total liabilities and stockholders' equity | $ 2,449.2 | $ 2,450.1 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Millions | Jan. 03, 2016 | Sep. 27, 2015 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance for doubtful accounts | $ 23.6 | $ 26 |
Preferred stock, par value (USD per share) | $ 1 | $ 1 |
Preferred stock, authorized | 1,000 | 1,000 |
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 | 95,800,000 | 95,100,000 |
Common stock, outstanding | 95,800,000 | 95,100,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME - USD ($) shares in Millions, $ in Millions | 3 Months Ended | |
Jan. 03, 2016 | Dec. 28, 2014 | |
Income Statement [Abstract] | ||
Net sales | $ 329.2 | $ 303.6 |
Cost of sales | 141.3 | 135.5 |
Gross profit | 187.9 | 168.1 |
Operating expenses: | ||
Selling, general and administrative | 69.3 | 60.1 |
Research and development costs | 54.9 | 47.6 |
Amortization of intangible assets | 25.4 | 23.6 |
Restructuring and severance charges | 1.7 | 7.1 |
Total operating expenses | 151.3 | 138.4 |
Operating income | 36.6 | 29.7 |
Other expenses | ||
Interest expense, net | (8.2) | (6.2) |
Other expense, net | (0.6) | (0.4) |
Total other expense | (8.8) | (6.6) |
Income before income taxes | 27.8 | 23.1 |
Provision for income taxes | 4.1 | 3.4 |
Net income | $ 23.7 | $ 19.7 |
Earnings per share: | ||
Basic (USD per share) | $ 0.25 | $ 0.21 |
Diluted (USD per share) | $ 0.25 | $ 0.21 |
Weighted-average common shares outstanding: | ||
Basic (in shares) | 95.1 | 93.9 |
Diluted (in shares) | 96.5 | 95.1 |
Net income | $ 23.7 | $ 19.7 |
Other comprehensive income (loss), net of tax: | ||
Translation adjustment | (3.7) | (1.7) |
Unrealized actuarial loss on pension benefits | (0.1) | (0.1) |
Other comprehensive loss, net of tax | (3.8) | (1.8) |
Total comprehensive income | $ 19.9 | $ 17.9 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS - USD ($) $ in Millions | 3 Months Ended | |
Jan. 03, 2016 | Dec. 28, 2014 | |
Cash flows from operating activities: | ||
Net income | $ 23.7 | $ 19.7 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 34.7 | 32.5 |
Change in allowance for doubtful accounts | 0.1 | (0.1) |
Amortization of deferred financing costs | 0.7 | 0.2 |
Loss on disposition or impairment of assets | 0.1 | 1.7 |
Deferred income taxes | 3 | 2.4 |
Charge for stock based compensation | 13.9 | 10.7 |
Change in assets and liabilities: | ||
Accounts receivable | 10.5 | 3.7 |
Inventories | (4.2) | 2.2 |
Other current assets | 3.3 | (1.3) |
Other assets | (5.3) | (0.3) |
Accounts payable | 5.8 | (2.1) |
Accrued liabilities | (4.4) | (2.3) |
Other long-term liabilities | 1 | (0.1) |
Net cash provided by operating activities | 82.9 | 66.9 |
Cash flows from investing activities: | ||
Purchases of property and equipment | (10.5) | (13.1) |
Proceeds from the sale of short term investments | 0.1 | 0.1 |
Payments for acquisitions | (88.8) | 0 |
Net cash used in investing activities | (99.2) | (13) |
Cash flows from financing activities: | ||
Repayments of credit facility and debt | (16.3) | 0 |
Repurchase of common stock | 0 | (25) |
Payments for stock settled tax withholdings | (26.4) | (15.9) |
Proceeds from exercise of stock options | 2.3 | 7.7 |
Net cash used in financing activities | (40.4) | (33.2) |
Net increase (decrease) in cash and cash equivalents | (56.7) | 20.7 |
Cash and cash equivalents at beginning of period | 256.4 | 162.2 |
Cash and cash equivalents at end of period | $ 199.7 | $ 182.9 |
Presentation of Financial Infor
Presentation of Financial Information | 3 Months Ended |
Jan. 03, 2016 | |
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 quarter ended January 3, 2016, consisted of 14 weeks and the quarter ended December 28, 2014, consisted of 13 weeks. The results of operations for the most recently reported quarter ended January 3, 2016 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 27, 2015 . 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 27, 2015 . 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 millions, except per share data): Quarter Ended January 3, December 28, Basic Net income $ 23.7 $ 19.7 Weighted-average common shares outstanding 95.1 93.9 Basic earnings per share $ 0.25 $ 0.21 Diluted Net income $ 23.7 $ 19.7 Weighted-average common shares outstanding for basic 95.1 93.9 Dilutive effect of stock awards 1.4 1.2 Weighted-average common shares outstanding on a diluted basis 96.5 95.1 Diluted earnings per share $ 0.25 $ 0.21 For the quarters ended January 3, 2016 and December 28, 2014 , we excluded stock awards totaling 0.6 million and 0.9 million , respectively, in the computation of diluted earnings per share as these stock awards would have been anti-dilutive. Recently Issued Accounting Standards In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 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. In July 2015, the FASB decided to delay the effective date of this ASU by one year. ASU 2014-09 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017, 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. 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 do not anticipate that adoption of this ASU will impact our consolidated financial position and results of operations. In July 2015, the FASB issued ASU 2015-11 whose objective is to simplify the subsequent measurement of inventory by using only the lower of cost or net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. ASU 2015-11 is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2016. We do not anticipate that adoption of this ASU will impact our consolidated financial position and results of operations. In September 2015, the FASB issued ASU 2015-16 whose objective is to simplify the accounting for measurement-period adjustments from a business combination. GAAP currently requires that during the measurement period, the acquirer retrospectively adjust provisional amounts recognized at the acquisition date with a corresponding adjustment to goodwill. The acquirer must revise comparative information for prior periods presented in financial statements as needed. ASU 2015-16 eliminates the requirement to retrospectively account for those adjustments. ASU 2015-16 is effective for annual periods beginning after December 15, 2016. We elected to early adopt this ASU retrospectively and adoption did not impact our consolidated financial position, results of operations or cash flows. In November 2015, the FASB issued ASU 2015-17 whose objective is to simplify the presentation of deferred income tax assets and liabilities. ASU 2015-17 requires all deferred tax assets and liabilities, and any related valuation allowance, to be classified as noncurrent on the balance sheet. ASU 2015-17 is effective for financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods. We do not anticipate that adoption of this ASU will impact our consolidated financial position and results of operations. |
Inventories
Inventories | 3 Months Ended |
Jan. 03, 2016 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventories are summarized as follows (amounts in millions): January 3, September 27, Raw materials $ 52.6 $ 56.5 Work in process 114.3 111.7 Finished goods 64.5 59.0 $ 231.4 $ 227.2 |
Goodwill and Intangible Assets,
Goodwill and Intangible Assets, Net | 3 Months Ended |
Jan. 03, 2016 | |
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 millions): January 3, September 27, Amortizable intangible assets Completed technology $ 223.7 $ 238.0 Customer relationships 108.2 119.1 Backlog, trade name and other 0.5 0.7 $ 332.4 $ 357.8 Non-amortizable intangible assets Goodwill $ 1,139.3 $ 1,139.3 Amortization of intangible assets included in operating expenses is as follows (amounts in millions): Quarter Ended January 3, December 28, Completed technology $ 14.2 $ 11.5 Customer relationships 10.9 11.2 Backlog, trade name and other 0.3 0.9 $ 25.4 $ 23.6 Estimated amortization expense in each of the five succeeding years and thereafter is as follows (amounts in millions): Less than 1 Year 1-2 Years 2-3 Years 3-4 Years 4-5 Years Thereafter $ 100.1 $ 87.1 $ 46.9 $ 28.3 $ 25.6 $ 44.4 |
Income Taxes
Income Taxes | 3 Months Ended |
Jan. 03, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes For the quarter ended January 3, 2016 , we recorded income tax provision s of $4.1 million . For the quarter ended December 28, 2014 , we recorded income tax provisions of $3.4 million . 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 ended January 3, 2016 and December 28, 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 potential decrease in unrecognized tax benefits of approximately $24 million within the next twelve months. In December 2015, the U.S. government permanently reinstated the federal research and tax credit retroactively to January 1, 2015. We are currently in a loss position for US income tax purposes with a full valuation allowance; therefore, no benefit has been recognized for the quarter ended January 3, 2016 . 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
Credit Agreement | 3 Months Ended |
Jan. 03, 2016 | |
Debt Disclosure [Abstract] | |
Credit Agreement | Credit Agreement As of January 3, 2016, we were a party to an Amended and Restated Credit Agreement dated as of October 13, 2011 with Bank of America, N.A., as administrative agent and collateral agent (as amended through April 28, 2015, the "2011 Credit Agreement"), which consisted of a term loan A facility and a revolving facility maturing on August 19, 2019 and a term loan B facility maturing on February 19, 2020. On December 18, 2015, we and certain of our subsidiaries entered into an Amendment No. 7 to Credit Agreement and Amendment to Guarantee and Collateral Agreement (“Amendment No. 7”) to the 2011 Credit Agreement (as amended by Amendment No. 7, the “Amended 2011 Credit Agreement”), with Bank of America, N.A., as administrative agent and collateral agent, the other agents party thereto and the lenders referred to therein, and our existing Guarantee and Collateral Agreement dated as of November 2, 2010 with Bank of America, N.A., as administrative agent and collateral agent. Amendment No. 7 permitted us to issue certain senior unsecured debt in an aggregate principal amount of up to $500.0 million . The Amended 2011 Credit Agreement was terminated and repaid in full on January 15, 2016 and replaced with a new credit facility as described in Note 11, “Subsequent Events.” Microsemi is evaluating the accounting for the termination of the Amended 2011 Credit Agreement and related deferred financing fees of $11.0 million as of January 3, 2016 . Under the Amended 2011 Credit Agreement, we had the ability to borrow under a "Base Rate" which approximated the prime rate plus an applicable margin or "Eurodollar Rate" which approximated LIBOR plus an applicable margin. Eurodollar Rate loans were also subject to a Eurodollar Floor. At January 3, 2016 , the principal amounts outstanding were Eurodollar Rate loans and interest rate information as of January 3, 2016 were as follows (amounts in millions, except percentages): Principal Outstanding Base Rate Base Rate Margin Eurodollar Rate Margin Eurodollar Floor Applicable Rate Revolving and swingline loans $ 100.0 3.25 % 1.00 % 2.00 % — % 2.15 % Term A loan $ 308.8 3.25 % 1.00 % 2.00 % — % 2.15 % Term B loan $ 573.0 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 $11.7 million as of September 27, 2015 and $11.0 million as of January 3, 2016 . The fair value of our outstanding loans was $981.1 million at January 3, 2016 and $995.9 million at September 27, 2015 . We classify this valuation as a Level 2 fair value measurement and determined the fair value based on a mid-market valuation reported to us by a participant in the credit facility. Our Amended 2011 Credit Agreement included financial covenants requiring a maximum leverage ratio and minimum fixed charge coverage ratio and also contained other customary affirmative and negative covenants and events of default. We were in compliance with our covenants as of January 3, 2016 . |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Jan. 03, 2016 | |
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 2.41 shares counted against the share limit for every one share issued in connection with a full-value award. 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 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 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. Tax withholding obligations are established at the statutory minimum requirements for any shares exchanged or withheld. 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 $14.0 million for the quarter ended January 3, 2016 and $10.7 million for the quarter ended December 28, 2014 , with the increase attributable to a higher weighted-average fair value per award. The quantity of restricted shares and performance stock units at target levels granted and their weighted-average fair value are as follows (quantities in millions): Quarter Ended Quantity Weighted-Average Fair Value per Award December 28, 2014 Restricted shares 0.2 $ 25.59 Performance stock units 0.4 $ 27.54 January 3, 2016 Restricted shares 0.1 $ 35.31 Performance stock units 0.3 $ 35.14 Restricted Shares Compensation expense for restricted shares was calculated based on the closing price of our common stock on the date of grant and the restricted shares are subject to forfeiture if a participant does not meet length of service requirements. Restricted stock awards granted to employees typically vest over a three year period and awards granted to non-employee directors vest in accordance with our director compensation policy. Performance Stock Units 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 which incorporates estimates of the potential outcomes of the market condition on the fair value date of each award. Performance units granted in 2014, 2015 and 2016 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 each grant is over three fiscal years and 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 is subject to the net sales metric for the performance period and 60% is 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 and 2016 grants, 70% of each performance-based award opportunity is subject to the net sales metric for the performance period and 30% is 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 grants, the maximum adjustment is 125% and for the 2015 and 2016 grants, the maximum adjustment is 120% . |
Segment Information
Segment Information | 3 Months Ended |
Jan. 03, 2016 | |
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 14% for the quarter ended January 3, 2016 , and 11% for the quarter ended December 28, 2014 . |
Restructuring and Severance Cha
Restructuring and Severance Charges | 3 Months Ended |
Jan. 03, 2016 | |
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 millions): Employee Severance Contract Termination Costs Other Associated Costs Total Balance at September 27, 2015 $ 2.9 $ 3.2 $ 0.1 $ 6.2 Provisions 0.7 0.7 0.3 1.7 Cash expenditures (1.1 ) (0.7 ) (0.3 ) (2.1 ) Other non-cash settlement — (0.1 ) — (0.1 ) Balance at January 3, 2016 $ 2.5 $ 3.1 $ 0.1 $ 5.7 We recorded provisions for employee severance of $0.7 million for the quarter ended January 3, 2016 . Employee severance covered 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 $0.7 million for the quarter ended January 3, 2016 , 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 provisions for other associated costs for restructuring of $0.3 million for the quarter ended January 3, 2016 , which consisted of facility and equipment impairments and facility relocation costs. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Jan. 03, 2016 | |
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 $2.3 million at each of January 3, 2016 and September 27, 2015 . 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. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Jan. 03, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Acquisition On January 15, 2016, pursuant to the terms of an Agreement and Plan of Merger dated November 24, 2015 (the “Merger Agreement”) by and among Microsemi, Lois Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Microsemi (“Purchaser”), and PMC-Sierra, Inc., a Delaware corporation (“PMC”), Microsemi accepted for exchange all of the outstanding shares of common stock, par value $0.001 per share, of PMC (the “PMC Shares”) at a purchase price per PMC Share of $9.22 in cash and 0.0771 shares of Microsemi common stock, par value $0.20 per share, together with cash in lieu of any fractional shares of Microsemi common stock, without interest and less any applicable withholding taxes (the “Transaction Consideration”). On the same date, pursuant to the terms and conditions of the Merger Agreement, Microsemi completed its acquisition of PMC when Purchaser merged with and into PMC, with PMC surviving as a wholly owned subsidiary of Microsemi (the “Merger”). At the effective time of the Merger, each PMC Share outstanding (other than PMC Shares directly owned by PMC, Microsemi, Purchaser or other subsidiaries of Microsemi, which were canceled and ceased to exist, and PMC Shares held by stockholders that are entitled to and properly demand appraisal of such PMC Shares under the Delaware General Corporation Law), was converted into the right to receive the Transaction Consideration. Following the effective time of the Merger, PMC’s name was changed to Microsemi Storage Solutions, Inc. The aggregate consideration to be paid to stockholders and other equity holders of PMC by Microsemi to acquire PMC was approximately $1.9 billion in cash plus approximately 18.9 million shares of Microsemi common stock (including approximately 2.9 million shares of Microsemi common stock underlying restricted stock units measured in Microsemi common stock that were issued in connection with the Merger in exchange for unvested restricted stock units based on PMC common stock and approximately 6,000 shares of Microsemi common stock underlying the special shares of Microsemi Storage Solutions Ltd. (formerly known as PMC-Sierra Ltd.), without giving effect to related transaction fees and expenses. The Merger Agreement required the payment of an $88.5 million termination fee, which we paid on November 24, 2015. The termination fee is recorded in other assets in the condensed consolidated balance sheets as of January 3, 2016, and will be reported as consideration for PMC. We expect to present a preliminary allocation of the fair value of acquired asset and liabilities and pro forma disclosures in our next quarterly filing on Form 10-Q. Credit Agreement and Senior Unsecured Notes On January 15, 2016, Microsemi entered into a Credit Agreement (the “Credit Agreement”) with Morgan Stanley Senior Funding, Inc. (“MSSF”), as administrative agent and collateral agent, the other agents party thereto and the lenders referred to therein (collectively, the “Lenders”). Pursuant to the Credit Agreement, the Lenders have provided $2,475.0 million senior secured first lien credit facilities (the “Credit Facilities”), consisting of a term A loan facility (the “Term Loan A Facility”) in an aggregate principal amount of $450.0 million , a term B loan facility (the “Term Loan B Facility”) in an aggregate principal amount of $1,700.0 million and a revolving credit facility (the “Revolving Facility”) with commitments in an aggregate principal amount of $325.0 million . The Credit Facilities financed a portion of the Transaction Consideration and fees and expenses related thereto. The Revolving Facility is also available for working capital requirements and other general corporate purposes. Microsemi can request, at any time and from time to time, the establishment of one or more incremental term loan and/or revolving credit facilities with commitments in an aggregate amount not to exceed $300.0 million plus certain additional amounts. The Credit Facilities bear interest, at Microsemi’s option, Base Rate (as defined below) or LIBOR, plus a margin. The initial margin for Base Rate borrowings under the Term Loan A Facility and the Revolving Facility is 1.50% and for LIBOR borrowings under the Term Loan A Facility and the Revolving Facility is 2.50% . The margin for Base Rate borrowings under the Term Loan B Facility is 3.50% and for LIBOR borrowings under the Term Loan B Facility is 4.50% . Starting after the next full fiscal quarter, the margin for borrowings under the Term Loan A Facility and Revolving Facility will vary depending upon Microsemi’s consolidated net leverage ratio. The minimum margin for Base Rate borrowings under the Term Loan A Facility and Revolving Facility will be 1.00% and the maximum will be 1.50% . The minimum margin for LIBOR borrowings under the Term Loan A Facility and Revolving Facility will be 2.00% and the maximum will be 2.50% . Borrowing under the Term Loan B Facility will be subject to a 0.75% LIBOR floor and the Term Loan A Facility and the Revolving Facility will be subject to a 0.00% LIBOR floor. The Credit Agreement also requires the Company to pay a commitment fee for the unused portion of the Revolving Facility, which will be a minimum of 0.25% and a maximum of 0.35% , depending on the Company’s consolidated net leverage ratio. Interest for Base Rate-based loans is calculated on the basis of a 365/366-day year and interest for LIBOR-based loans is calculated on the basis of a 360-day year. Subject to certain customary exceptions, all obligations of Microsemi under the Credit Facilities are unconditionally guaranteed by each of Microsemi’s existing and subsequently acquired or organized direct and indirect wholly-owned domestic subsidiaries whose assets or revenues exceed 5% of the consolidated assets or revenues, as the case may be, of Microsemi and its subsidiaries (the “Guarantors”). Other domestic subsidiaries will be required to become a Guarantor to the extent that domestic subsidiaries excluded from such guarantee obligation represent, in the aggregate, more than 15% of the consolidated assets and more than 15% of the consolidated gross revenues of Microsemi. The obligations under the Credit Facilities are be Microsemi and the Guarantors’ senior secured obligations, collateralized by a lien on substantially all of Microsemi and the Guarantor’s personal property and material real property assets (subject in each case to certain customary exceptions) (collectively, the “Collateral”). The Term Loan B Facility matures seven years following the closing date. The Term Loan B Facility requires quarterly principal payments equal to 0.25% of the original principal amount of the Term Loan B Facility. The Term Loan A Facility matures five years following the closing date. The Term Loan A Facility requires quarterly principal payments of 1.25% of the original principal amount for the first two years following the closing date and 2.5% of the original principal amount for the remaining three years. The Credit Facilities include financial maintenance covenants requiring a maximum leverage ratio and minimum fixed charge coverage ratio and also contain other customary affirmative and negative covenants and events of default. On January 15, 2016, Microsemi completed the sale of $450.0 million of its 9.125% senior unsecured notes due April 2023 (the “Notes”) to qualified institutional buyers and pursuant to Regulation S in a private offering exempt from the registration requirements of the Securities Act of 1933, as amended. The Notes were issued under an indenture, dated January 15, 2016, among Microsemi, the subsidiaries of Microsemi party thereto as note guarantors (the “Note Guarantors”) , and U.S. Bank National Association, as trustee (the “Indenture”). The aggregate net cash proceeds from the sale of the Notes were approximately $439.5 million after deducting the initial purchasers’ discount and estimated expenses and fees payable by Microsemi in connection with the Notes offering. Microsemi used the net cash proceeds from the Notes offering, together with borrowings under the Credit Facilities and other debt and cash on hand, to finance the cash portion of the consideration for the Merger and to refinance its and PMC’s existing debt and to pay related transaction fees and expenses. The Notes accrue cash interest at a rate of 9.125% per year, payable semi-annually on April 15 and October 15 of each year, beginning on October 15, 2016. The Notes are Microsemi’s general senior unsecured obligations and rank equal in right of payment with all of the Microsemi’s existing and future senior unsecured obligations, are senior in right of payment to all of the Microsemi’s future subordinated indebtedness, if any, are structurally subordinated to all of the Microsemi’s existing and future obligations, claims of holders of preferred stock and other liabilities of its subsidiaries that do not guarantee the Notes and are effectively subordinated in right of payment to all of its senior secured indebtedness (including its obligations under the Credit Facilities) to the extent of the value of the assets securing such obligations. The Notes are unconditionally guaranteed, jointly and severally, on a senior unsecured basis by all of the subsidiaries of Microsemi that guarantee the Credit Agreement. Each guarantee of the Notes is the general senior unsecured obligation of the Note Guarantors and is effectively subordinated to the senior secured obligations of the Note Guarantors (including the Note Guarantors’ obligations under the Credit Facilities) to the extent of the value of the assets securing such obligations, are equal in right of payment to all existing and future unsecured obligations of the Note Guarantors that are not, by their terms, expressly subordinated in right of payment to the Notes and rank senior in right of payment to all future obligations, if any, of the Note Guarantors that are by their terms, expressly subordinated in right of payment to the guarantees. The Notes mature on April 15, 2023. Microsemi may redeem the Notes, and the holders of the Notes may require Microsemi to repurchase the Notes, prior to this date of maturity in certain circumstances pursuant to the terms and conditions of the Indenture. The Indenture contains customary affirmative and negative covenants and events of default. |
Presentation of Financial Inf16
Presentation of Financial Information (Policies) | 3 Months Ended |
Jan. 03, 2016 | |
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 May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 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. In July 2015, the FASB decided to delay the effective date of this ASU by one year. ASU 2014-09 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017, 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. 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 do not anticipate that adoption of this ASU will impact our consolidated financial position and results of operations. In July 2015, the FASB issued ASU 2015-11 whose objective is to simplify the subsequent measurement of inventory by using only the lower of cost or net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. ASU 2015-11 is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2016. We do not anticipate that adoption of this ASU will impact our consolidated financial position and results of operations. In September 2015, the FASB issued ASU 2015-16 whose objective is to simplify the accounting for measurement-period adjustments from a business combination. GAAP currently requires that during the measurement period, the acquirer retrospectively adjust provisional amounts recognized at the acquisition date with a corresponding adjustment to goodwill. The acquirer must revise comparative information for prior periods presented in financial statements as needed. ASU 2015-16 eliminates the requirement to retrospectively account for those adjustments. ASU 2015-16 is effective for annual periods beginning after December 15, 2016. We elected to early adopt this ASU retrospectively and adoption did not impact our consolidated financial position, results of operations or cash flows. In November 2015, the FASB issued ASU 2015-17 whose objective is to simplify the presentation of deferred income tax assets and liabilities. ASU 2015-17 requires all deferred tax assets and liabilities, and any related valuation allowance, to be classified as noncurrent on the balance sheet. ASU 2015-17 is effective for financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods. We do not anticipate that adoption of this ASU will impact our consolidated financial position and results of operations. |
Presentation of Financial Inf17
Presentation of Financial Information (Tables) | 3 Months Ended |
Jan. 03, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Earnings Per Share | Earnings per share were calculated as follows (amounts in millions, except per share data): Quarter Ended January 3, December 28, Basic Net income $ 23.7 $ 19.7 Weighted-average common shares outstanding 95.1 93.9 Basic earnings per share $ 0.25 $ 0.21 Diluted Net income $ 23.7 $ 19.7 Weighted-average common shares outstanding for basic 95.1 93.9 Dilutive effect of stock awards 1.4 1.2 Weighted-average common shares outstanding on a diluted basis 96.5 95.1 Diluted earnings per share $ 0.25 $ 0.21 |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Jan. 03, 2016 | |
Inventory Disclosure [Abstract] | |
Schedule of inventories | Inventories are summarized as follows (amounts in millions): January 3, September 27, Raw materials $ 52.6 $ 56.5 Work in process 114.3 111.7 Finished goods 64.5 59.0 $ 231.4 $ 227.2 |
Goodwill and Intangible Asset19
Goodwill and Intangible Assets, Net (Tables) | 3 Months Ended |
Jan. 03, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and intangible assets, net consisted of the following components (amounts in millions): January 3, September 27, Amortizable intangible assets Completed technology $ 223.7 $ 238.0 Customer relationships 108.2 119.1 Backlog, trade name and other 0.5 0.7 $ 332.4 $ 357.8 Non-amortizable intangible assets Goodwill $ 1,139.3 $ 1,139.3 |
Amortization of Intangible Assets | Amortization of intangible assets included in operating expenses is as follows (amounts in millions): Quarter Ended January 3, December 28, Completed technology $ 14.2 $ 11.5 Customer relationships 10.9 11.2 Backlog, trade name and other 0.3 0.9 $ 25.4 $ 23.6 |
Estimated Amortization Expense | Estimated amortization expense in each of the five succeeding years and thereafter is as follows (amounts in millions): Less than 1 Year 1-2 Years 2-3 Years 3-4 Years 4-5 Years Thereafter $ 100.1 $ 87.1 $ 46.9 $ 28.3 $ 25.6 $ 44.4 |
Credit Agreeemnt (Tables)
Credit Agreeemnt (Tables) | 3 Months Ended |
Jan. 03, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | At January 3, 2016 , the principal amounts outstanding were Eurodollar Rate loans and interest rate information as of January 3, 2016 were as follows (amounts in millions, except percentages): Principal Outstanding Base Rate Base Rate Margin Eurodollar Rate Margin Eurodollar Floor Applicable Rate Revolving and swingline loans $ 100.0 3.25 % 1.00 % 2.00 % — % 2.15 % Term A loan $ 308.8 3.25 % 1.00 % 2.00 % — % 2.15 % Term B loan $ 573.0 3.25 % 1.50 % 2.50 % 0.75 % 3.25 % |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Jan. 03, 2016 | |
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 millions): Quarter Ended Quantity Weighted-Average Fair Value per Award December 28, 2014 Restricted shares 0.2 $ 25.59 Performance stock units 0.4 $ 27.54 January 3, 2016 Restricted shares 0.1 $ 35.31 Performance stock units 0.3 $ 35.14 |
Restructuring and Severance C22
Restructuring and Severance Charges (Tables) | 3 Months Ended |
Jan. 03, 2016 | |
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 millions): Employee Severance Contract Termination Costs Other Associated Costs Total Balance at September 27, 2015 $ 2.9 $ 3.2 $ 0.1 $ 6.2 Provisions 0.7 0.7 0.3 1.7 Cash expenditures (1.1 ) (0.7 ) (0.3 ) (2.1 ) Other non-cash settlement — (0.1 ) — (0.1 ) Balance at January 3, 2016 $ 2.5 $ 3.1 $ 0.1 $ 5.7 |
Presentation of Financial Inf23
Presentation of Financial Information - Earning Per Share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | |
Jan. 03, 2016 | Dec. 28, 2014 | |
BASIC | ||
Net income | $ 23.7 | $ 19.7 |
Weighted-average common shares outstanding (in shares) | 95.1 | 93.9 |
Basic earnings (loss) per share (USD per share) | $ 0.25 | $ 0.21 |
DILUTED | ||
Net income | $ 23.7 | $ 19.7 |
Weighted-average common shares outstanding (in shares) | 95.1 | 93.9 |
Dilutive effect of stock awards | 1.4 | 1.2 |
Weighted-average common shares outstanding on a diluted basis (in shares) | 96.5 | 95.1 |
Diluted earnings per share (USD per share) | $ 0.25 | $ 0.21 |
Presentation of Financial Inf24
Presentation of Financial Information - Additional Information (Details) - shares shares in Millions | 3 Months Ended | |
Jan. 03, 2016 | Dec. 28, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Stock awards excluded in computation of diluted EPS | 0.6 | 0.9 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Millions | Jan. 03, 2016 | Sep. 27, 2015 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 52.6 | $ 56.5 |
Work in process | 114.3 | 111.7 |
Finished goods | 64.5 | 59 |
Inventories, net | $ 231.4 | $ 227.2 |
Goodwill and Intangible Asset26
Goodwill and Intangible Assets, Net (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Jan. 03, 2016 | Dec. 28, 2014 | Sep. 27, 2015 | |
Goodwill and Intangible Assets Disclosure [Line Items] | |||
Amortizable intangible assets | $ 332.4 | $ 357.8 | |
Goodwill | 1,139.3 | 1,139.3 | |
Amortization of intangible assets | 25.4 | $ 23.6 | |
Completed technology | |||
Goodwill and Intangible Assets Disclosure [Line Items] | |||
Amortizable intangible assets | 223.7 | 238 | |
Amortization of intangible assets | 14.2 | 11.5 | |
Customer relationships | |||
Goodwill and Intangible Assets Disclosure [Line Items] | |||
Amortizable intangible assets | 108.2 | 119.1 | |
Amortization of intangible assets | 10.9 | 11.2 | |
Backlog, Trade Name and Other [Member] | |||
Goodwill and Intangible Assets Disclosure [Line Items] | |||
Amortizable intangible assets | 0.5 | $ 0.7 | |
Amortization of intangible assets | $ 0.3 | $ 0.9 |
Goodwill and Intangible Asset27
Goodwill and Intangible Assets, Net - Estimated Amortization Expense (Details) $ in Millions | Jan. 03, 2016USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Amortization expense, Less than 1 Year | $ 100.1 |
Amortization expense, 1-2 Years | 87.1 |
Amortization expense, 2-3 Years | 46.9 |
Amortization expense, 3-4 Years | 28.3 |
Amortization expense, 4-5 Years | 25.6 |
Amortization expense, Thereafter | $ 44.4 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | |
Jan. 03, 2016 | Dec. 28, 2014 | |
Income Taxes [Line Items] | ||
Provision for income taxes | $ 4.1 | $ 3.4 |
U.S. statutory rate | 35.00% | |
Unrecognized tax benefit that would impact effective tax rate within next twelve months | $ 24.1 | |
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 Agreeemnt (Details)
Credit Agreeemnt (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended |
Jan. 03, 2016 | Sep. 27, 2015 | |
Line of Credit Facility [Line Items] | ||
Unsecured debt | $ 500 | |
Deferred financing fees | 11 | |
Debt issuance cost | 11 | $ 11.7 |
Term loan borrowings | ||
Line of Credit Facility [Line Items] | ||
Fair value outstanding term loan | 981.1 | $ 995.9 |
Revolving and swingline loans | ||
Line of Credit Facility [Line Items] | ||
Principal Outstanding | $ 100 | |
Base Rate | 3.25% | |
Applicable Rate | 2.15% | |
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% | |
Incremental term loan | ||
Line of Credit Facility [Line Items] | ||
Principal Outstanding | $ 308.8 | |
Base Rate | 3.25% | |
Applicable Rate | 2.15% | |
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% | |
Term loan | ||
Line of Credit Facility [Line Items] | ||
Principal Outstanding | $ 573 | |
Base Rate | 3.25% | |
Applicable Rate | 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% |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) shares in Millions, $ in Millions | 3 Months Ended | 12 Months Ended | ||
Jan. 03, 2016USD ($)shares | Dec. 28, 2014USD ($) | Sep. 27, 2015 | Sep. 28, 2014 | |
Compensation Related Costs Share Based Payments Disclosure [Line Items] | ||||
Stock-based compensation expense | $ | $ 14 | $ 10.7 | ||
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 period | 3 years | |||
Vesting percentage relative to net sales | 70.00% | 70.00% | 40.00% | |
Vesting percentage relative to earnings per share | 30.00% | 30.00% | 60.00% | |
Performance based compensation percentage, target based | 225.00% | 225.00% | 200.00% | |
Performance based compensation, peer group based | 120.00% | 120.00% | 125.00% | |
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 Millions | Jan. 03, 2016 | Dec. 28, 2014 |
Restricted shares | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Quantity | 0.1 | 0.2 |
Weighted average fair value per award (USD per award) | $ 35.31 | $ 25.59 |
Performance stock units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Quantity | 0.3 | 0.4 |
Weighted average fair value per award (USD per award) | $ 35.14 | $ 27.54 |
Segment Information (Details)
Segment Information (Details) - segment | 3 Months Ended | |
Jan. 03, 2016 | Dec. 28, 2014 | |
Concentration Risk [Line Items] | ||
Number of segments | 1 | |
Geographic concentration risk | Sales revenue, net | Hong Kong | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 14.00% | 11.00% |
Restructuring and Severance C33
Restructuring and Severance Charges - Restructuring Activities and Accrued Liabilities (Details) $ in Millions | 3 Months Ended |
Jan. 03, 2016USD ($) | |
Restructuring Reserve [Roll Forward] | |
Beginning Balance | $ 6.2 |
Provisions | 1.7 |
Cash expenditures | (2.1) |
Other non-cash settlement | (0.1) |
Ending Balance | 5.7 |
Employee Severance | |
Restructuring Reserve [Roll Forward] | |
Beginning Balance | 2.9 |
Provisions | 0.7 |
Cash expenditures | (1.1) |
Other non-cash settlement | 0 |
Ending Balance | 2.5 |
Contract Termination Costs | |
Restructuring Reserve [Roll Forward] | |
Beginning Balance | 3.2 |
Provisions | 0.7 |
Cash expenditures | (0.7) |
Other non-cash settlement | (0.1) |
Ending Balance | 3.1 |
Other Associated Costs | |
Restructuring Reserve [Roll Forward] | |
Beginning Balance | 0.1 |
Provisions | 0.3 |
Cash expenditures | (0.3) |
Other non-cash settlement | 0 |
Ending Balance | $ 0.1 |
Restructuring and Severance C34
Restructuring and Severance Charges - Additional Information (Details) $ in Millions | 3 Months Ended |
Jan. 03, 2016USD ($) | |
Employee Severance | |
Restructuring Cost and Reserve [Line Items] | |
Net provisions for restructuring costs | $ 0.7 |
Other Associated Costs | |
Restructuring Cost and Reserve [Line Items] | |
Net provisions for restructuring costs | $ 0.3 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Millions | Jan. 03, 2016 | Sep. 27, 2015 |
Commitments and Contingencies Disclosure [Abstract] | ||
Accrued workers' compensation liabilities | $ 2.3 | $ 2.3 |
Subsequent Events (Details)
Subsequent Events (Details) $ / shares in Units, shares in Thousands | Jan. 15, 2016USD ($)$ / sharesshares | Jan. 03, 2016USD ($)$ / shares | Nov. 24, 2015USD ($) | Sep. 27, 2015$ / shares |
Subsequent Event [Line Items] | ||||
Common stock, par value (USD per share) | $ / shares | $ 0.20 | $ 0.20 | ||
Term loan | ||||
Subsequent Event [Line Items] | ||||
Long-term debt | $ 573,000,000 | |||
Debt issued, stated rate | 3.25% | |||
Term loan | Base Rate | ||||
Subsequent Event [Line Items] | ||||
Margin for Base Rate borrowings under loan facility | 1.50% | |||
Incremental term loan | ||||
Subsequent Event [Line Items] | ||||
Long-term debt | $ 308,800,000 | |||
Debt issued, stated rate | 3.25% | |||
Incremental term loan | Base Rate | ||||
Subsequent Event [Line Items] | ||||
Margin for Base Rate borrowings under loan facility | 1.00% | |||
PMC-SIERRA INC. | ||||
Subsequent Event [Line Items] | ||||
Termination fee | $ 88,500,000 | |||
Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Aggregate principal amount of loan facility | $ 2,475,000,000 | |||
Threshold percentage triggering subsidiary to be a guarantor for parent debt obligations, percentage of assets or revenues | 5.00% | |||
Threshold percentage trigging other subsidiaries to be guarantor for parent debt obligations, percentage of consolidated assets | 15.00% | |||
Threshold percentage trigging other subsidiaries to be guarantor for parent debt obligations, percentage of consolidated gross revenues | 15.00% | |||
Proceeds from issuance of debt | $ 439,500,000 | |||
Subsequent Event | Minimum | ||||
Subsequent Event [Line Items] | ||||
Unused capacity, commitment fee percentage | 0.25% | |||
Subsequent Event | Maximum | ||||
Subsequent Event [Line Items] | ||||
Unused capacity, commitment fee percentage | 0.35% | |||
Subsequent Event | Term loan | Term Loan A Facility | ||||
Subsequent Event [Line Items] | ||||
Aggregate principal amount of loan facility | $ 450,000,000 | |||
Maturity term of debt | 5 years | |||
Subsequent Event | Term loan | Term Loan A Facility | First Two Years Following Closing Date | ||||
Subsequent Event [Line Items] | ||||
Required quarterly payment as a percentage of original principal | 1.25% | |||
Subsequent Event | Term loan | Term Loan A Facility | Remaining Three Years | ||||
Subsequent Event [Line Items] | ||||
Required quarterly payment as a percentage of original principal | 2.50% | |||
Subsequent Event | Term loan | Term Loan A Facility | Base Rate | ||||
Subsequent Event [Line Items] | ||||
Margin for Base Rate borrowings under loan facility | 1.50% | |||
Subsequent Event | Term loan | Term Loan A Facility | Base Rate | Minimum | ||||
Subsequent Event [Line Items] | ||||
Margin for Base Rate borrowings under loan facility | 1.00% | |||
Subsequent Event | Term loan | Term Loan A Facility | Base Rate | Maximum | ||||
Subsequent Event [Line Items] | ||||
Margin for Base Rate borrowings under loan facility | 1.50% | |||
Subsequent Event | Term loan | Term Loan A Facility | LIBOR | ||||
Subsequent Event [Line Items] | ||||
Margin for Base Rate borrowings under loan facility | 2.50% | |||
LIBOR floor rate | 0.00% | |||
Subsequent Event | Term loan | Term Loan A Facility | LIBOR | Minimum | ||||
Subsequent Event [Line Items] | ||||
Margin for Base Rate borrowings under loan facility | 2.00% | |||
Subsequent Event | Term loan | Term Loan A Facility | LIBOR | Maximum | ||||
Subsequent Event [Line Items] | ||||
Margin for Base Rate borrowings under loan facility | 2.50% | |||
Subsequent Event | Term loan | Term Loan B Facility | ||||
Subsequent Event [Line Items] | ||||
Long-term debt | $ 1,700,000,000 | |||
Maturity term of debt | 7 years | |||
Required quarterly payment as a percentage of original principal | 0.25% | |||
Subsequent Event | Term loan | Term Loan B Facility | Base Rate | ||||
Subsequent Event [Line Items] | ||||
Margin for Base Rate borrowings under loan facility | 3.50% | |||
Subsequent Event | Term loan | Term Loan B Facility | LIBOR | ||||
Subsequent Event [Line Items] | ||||
Margin for Base Rate borrowings under loan facility | 4.50% | |||
LIBOR floor rate | 0.75% | |||
Subsequent Event | Incremental term loan | ||||
Subsequent Event [Line Items] | ||||
Aggregate principal amount of loan facility | $ 300,000,000 | |||
Subsequent Event | Revolving credit facility | ||||
Subsequent Event [Line Items] | ||||
Long-term debt | $ 325,000,000 | |||
Subsequent Event | Revolving credit facility | Base Rate | ||||
Subsequent Event [Line Items] | ||||
Margin for Base Rate borrowings under loan facility | 1.50% | |||
Subsequent Event | Revolving credit facility | LIBOR | ||||
Subsequent Event [Line Items] | ||||
Margin for Base Rate borrowings under loan facility | 2.50% | |||
Subsequent Event | Unsecured debt | ||||
Subsequent Event [Line Items] | ||||
Debt issued | $ 450,000,000 | |||
Debt issued, stated rate | 9.125% | |||
Subsequent Event | PMC-SIERRA INC. | ||||
Subsequent Event [Line Items] | ||||
Common stock, par value (USD per share) | $ / shares | $ 0.001 | |||
Cash dividend per share | $ / shares | $ 9.22 | |||
Dividend payable, multiple per share | 0.0771 | |||
Consideration amount paid in cash for acquisition | $ 1,900,000,000 | |||
Subsequent Event | PMC-SIERRA INC. | Common Stock | ||||
Subsequent Event [Line Items] | ||||
Shares transferred for merger | shares | 18,900 | |||
Subsequent Event | PMC-SIERRA INC. | Restricted Stock Units Measured In Common Stock | ||||
Subsequent Event [Line Items] | ||||
Shares transferred for merger | shares | 2,900 | |||
Subsequent Event | PMC-SIERRA INC. | Common Stock Underlying Special Shares | ||||
Subsequent Event [Line Items] | ||||
Shares transferred for merger | shares | 6 |