DOCUMENT AND ENTITY INFORMATION
DOCUMENT AND ENTITY INFORMATION - shares | 9 Months Ended | |
Jul. 03, 2016 | Jul. 27, 2016 | |
Document and Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jul. 3, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q3 | |
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 | 113,188,059 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Jul. 03, 2016 | Sep. 27, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 131.8 | $ 256.4 |
Accounts receivable, net of allowances of $36.0 at July 3, 2016 and $26.0 at September 27, 2015 | 241.7 | 186.9 |
Inventories | 231.2 | 227.2 |
Deferred income taxes, net | 26.2 | 26.2 |
Other current assets | 52.8 | 39.9 |
Total current assets | 683.7 | 736.6 |
Property and equipment, net | 179.8 | 152.7 |
Goodwill | 2,447.7 | 1,139.3 |
Intangible assets, net | 974.2 | 357.8 |
Deferred income taxes, net | 19.8 | 26.8 |
Other assets | 59.3 | 36.9 |
TOTAL ASSETS | 4,364.5 | 2,450.1 |
Current liabilities: | ||
Accounts payable | 116.7 | 82.3 |
Accrued liabilities | 158.7 | 86.8 |
Current maturity of long term debt | 40.7 | 32.5 |
Total current liabilities | 316.1 | 201.6 |
Credit facility | 2,186.7 | 953.9 |
Deferred income taxes | 80.4 | 41.1 |
Other long-term liabilities | 107.2 | 46.3 |
Commitments and contingencies (Note 10) | ||
Stockholders' equity: | ||
Preferred stock, $1.00 par value; authorized 1 share; none issued | 0 | 0 |
Common stock, $0.20 par value; 250.0 authorized, 113.2 issued and outstanding at July 3, 2016 and 95.1 issued and outstanding at September 27, 2015 | 22.6 | 19 |
Capital in excess of par value of common stock | 1,341.9 | 808.1 |
Retained earnings | 310.1 | 383.2 |
Accumulated other comprehensive loss | (0.5) | (3.1) |
Total stockholders' equity | 1,674.1 | 1,207.2 |
Total liabilities and stockholders' equity | $ 4,364.5 | $ 2,450.1 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Millions | Jul. 03, 2016 | Sep. 27, 2015 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance for doubtful accounts | $ 36 | $ 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 | 113,200,000 | 95,100,000 |
Common stock, outstanding | 113,200,000 | 95,100,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands, shares in Millions | 3 Months Ended | 9 Months Ended | ||
Jul. 03, 2016 | Jun. 28, 2015 | Jul. 03, 2016 | Jun. 28, 2015 | |
Income Statement [Abstract] | ||||
Net sales | $ 431,400 | $ 317,100 | $ 1,204,900 | $ 916,800 |
Cost of sales | 164,500 | 145,000 | 549,600 | 407,400 |
Gross profit | 266,900 | 172,100 | 655,300 | 509,400 |
Operating expenses: | ||||
Selling, general and administrative | 82,900 | 66,700 | 265,800 | 187,700 |
Research and development costs | 83,000 | 52,300 | 225,700 | 146,300 |
Amortization of intangible assets | 44,900 | 24,800 | 115,566 | 71,084 |
Restructuring and severance charges | 4,900 | 3,100 | 58,300 | 14,000 |
Total operating expenses | 215,700 | 146,900 | 665,400 | 419,100 |
Operating income | 51,200 | 25,200 | (10,100) | 90,300 |
Other income (expense) | ||||
Interest expense, net | (46,800) | (7,400) | (93,000) | (19,500) |
Other expense, net | (5,300) | (600) | (83,700) | (1,400) |
Gain on divestiture | 125,500 | 0 | 125,500 | 0 |
Total other income (expense) | 73,400 | (8,000) | (51,200) | (20,900) |
Income (loss) before income taxes | 124,600 | 17,200 | (61,300) | 69,400 |
Provision for income taxes | 9,400 | 2,500 | 11,800 | 10,200 |
Net income (loss) | $ 115,200 | $ 14,700 | $ (73,100) | $ 59,200 |
Earnings (loss) per share: | ||||
Basic (USD per share) | $ 1.03 | $ 0.16 | $ (0.69) | $ 0.63 |
Diluted (USD per share) | $ 1 | $ 0.15 | $ (0.69) | $ 0.62 |
Weighted-average common shares outstanding: | ||||
Basic (in shares) | 112.1 | 94.5 | 105.3 | 94.1 |
Diluted (in shares) | 114.6 | 96.4 | 105.3 | 95.6 |
Net income (loss) | $ 115,200 | $ 14,700 | $ (73,100) | $ 59,200 |
Other comprehensive income (loss), net of tax: | ||||
Translation adjustment | 200 | 400 | 2,800 | (1,400) |
Unrealized actuarial loss on pension benefits | (100) | (100) | (200) | (200) |
Other comprehensive income (loss), net of tax | 100 | 300 | 2,600 | (1,600) |
Total comprehensive income (loss) | $ 115,300 | $ 15,000 | $ (70,500) | $ 57,600 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Jul. 03, 2016 | Jun. 28, 2015 | |
Statement of Cash Flows [Abstract] | ||
Gain (Loss) on Disposition of Business | $ 125,474 | $ 0 |
Cash flows from operating activities: | ||
Net income (loss) | (73,100) | 59,200 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation and amortization | 150,200 | 98,000 |
Change in allowance for doubtful accounts | 800 | (100) |
Amortization of deferred financing costs | 30,400 | 900 |
Loss on disposition or impairment of assets | 1,300 | 2,500 |
Deferred income taxes | 7,100 | 5,300 |
Charge for stock based compensation | 80,300 | 35,900 |
Change in assets and liabilities (net of acquisitions and divestitures): | ||
Accounts receivable | (18,700) | 4,100 |
Inventories | 64,400 | 3,300 |
Other current assets | 300 | (4,300) |
Other assets | 800 | (5,500) |
Accounts payable | (33,800) | (4,600) |
Accrued liabilities | (33,700) | (1,500) |
Other long-term liabilities | 21,500 | (1,600) |
Net cash provided by operating activities | 72,300 | 191,600 |
Cash flows from investing activities: | ||
Purchases of property and equipment | (34,200) | (34,900) |
Proceeds from the sale of short term investments | 300 | 400 |
Proceeds from divestitures | 321,000 | 0 |
Payments for acquisitions, net of cash acquired | (1,671,300) | (363,600) |
Net cash used in investing activities | (1,384,200) | (398,100) |
Cash flows from financing activities: | ||
Proceeds from debt | 3,494,400 | 425,000 |
Repayments of debt | (1,082,200) | (142,700) |
Payments of debt issuance costs | (53,800) | (8,700) |
Extinguishment of debt | (1,136,800) | 0 |
Repurchase of common stock | 0 | (50,000) |
Payments for stock settled tax withholdings | (38,400) | (17,700) |
Proceeds from exercise of stock options | 4,100 | 42,400 |
Net cash provided by financing activities | 1,187,300 | 248,300 |
Net increase (decrease) in cash and cash equivalents | (124,600) | 41,800 |
Cash and cash equivalents at beginning of period | 256,400 | 162,200 |
Cash and cash equivalents at end of period | $ 131,800 | $ 204,000 |
Presentation of Financial Infor
Presentation of Financial Information | 9 Months Ended |
Jul. 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 results of operations for the most recently reported quarter and nine months ended July 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. Except for per-share amounts, dollar amounts are presented in millions unless otherwise stated. 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: Quarter Ended Nine Months Ended July 3, June 28, July 3, June 28, Basic Net income (loss) $ 115.2 $ 14.7 $ (73.1 ) $ 59.2 Weighted-average common shares outstanding 112.1 94.5 105.3 94.1 Basic earnings (loss) per share $ 1.03 $ 0.16 $ (0.69 ) $ 0.63 Diluted Net income (loss) $ 115.2 $ 14.7 $ (73.1 ) $ 59.2 Weighted-average common shares outstanding for basic 112.1 94.5 105.3 94.1 Dilutive effect of stock awards 2.5 1.9 — 1.5 Weighted-average common shares outstanding on a diluted basis 114.6 96.4 105.3 95.6 Diluted earnings (loss) per share $ 1.00 $ 0.15 $ (0.69 ) $ 0.62 For the quarter ended July 3, 2016 , we excluded 0.2 million of stock awards in the computation of diluted earnings per share as these stock awards would have been anti-dilutive. For nine months ended July 3, 2016 , all stock awards were excluded as we reported a net loss in this period. For the quarter and nine months ended June 28, 2015 , we excluded 0.1 million and 0.3 million , respectively, of stock awards in the computation of diluted earnings per share as these stock awards would have been anti-dilutive. Recently Issued Accounting Standards In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("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. In March 2016, the FASB issued ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606) – Principal versus Agent Considerations, which clarifies the implementation guidance for principal versus agent considerations in ASU 2014-09. In April 2016, the FASB issued ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606) – Identifying Performance Obligations and Licensing, which amends the guidance in ASU 2014-09 related to identifying performance obligations and accounting for licenses of intellectual property. We are currently assessing the adoption and impact of these ASUs on our consolidated financial position and results of operations. In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments – Overall (Subtopic 825-10), which updates certain aspects of recognition, measurement, presentation and disclosure of financial instruments. ASU 2016-01 is effective for annual periods beginning in our first quarter of 2019. We are currently assessing the impact of this ASU on our consolidated financial position and results of operations. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which modified lease accounting for both lessees and lessors to increase transparency and comparability by recognizing lease assets and lease liabilities by lessees for those leases classified as operating leases under previous accounting standards and disclosing key information about leasing arrangements. ASU 2016-02 is effective for annual periods beginning after December 15, 2018. We are currently evaluating the timing of its adoption and the impact of adopting the new lease standard on our consolidated financial position and results of operations. In March 2016, the FASB issued ASU No. 2016-09, Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. Several aspects of the accounting for share-based payment award transactions are simplified, including: (a) income tax consequences; (b) classification of awards as either equity or liabilities; (c) classification on the statement of cash flows; and (d) classification of related deferred tax balances as non-current. The amendments in this update are effective for annual periods beginning after December 16, 2016, and interim periods within those fiscal years. We are currently assessing the impact of this ASU on our consolidated financial position and results of operations. |
Acquisition and Divestitures
Acquisition and Divestitures | 9 Months Ended |
Jul. 03, 2016 | |
Business Combinations [Abstract] | |
Acquisition and divestitures | On January 15, 2016 (the "Acquisition Date"), we acquired all outstanding shares of PMC-Sierra, Inc. (“PMC”), for $2.0 billion in cash and the issuance of approximately 16.0 million shares of Microsemi common stock and the assumption of certain PMC restricted stock units. The acquisition has provided Microsemi with a leading position in high performance and scalable storage solutions, while also adding a complementary portfolio of high-value communications products. A summary of the consideration for PMC is as follows: Cash consideration $ 1,983.2 Share consideration 476.2 Assumption of equity awards 15.7 Accrued cash consideration 0.3 Total consideration $ 2,475.4 We recorded PMC'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: Cash and cash equivalents $ 313.0 Accounts receivable 53.3 Inventories 98.2 Other current assets 15.8 Property and equipment 38.0 Other assets 19.7 Identifiable intangible assets 741.6 Goodwill 1,435.0 Deferred income taxes, net (39.3 ) Current liabilities (139.4 ) Other non-current liabilities (60.5 ) Total consideration $ 2,475.4 As of the Acquisition Date, the gross contractual amount of acquired accounts receivable of $ 53.3 million was expected to be fully collected. The valuation of identifiable intangible assets and their estimated useful lives are as follows: Asset Amount Weighted Average Useful Life (Years) Completed technology $ 447.0 6 In-process research and development 241.0 Customer relationships 46.0 9 Other 7.6 1 $ 741.6 Valuation methodology The fair value of completed technology and in-process research and development ("IPR&D") was estimated by performing a discounted cash flow analysis using the multiperiod excess earnings approach. This method includes discounting the projected cash flows associated with each technology over its expected life. Projected cash flows attributable to the completed technology and IPR&D were discounted to their present value at a rate commensurate with the perceived risk. IPR&D consists of four main projects with expected completion dates of between six months and two years. Following a release date, expected useful lives are between five and eight years. The valuation of customer relationships was based on the distributor method, taking into account the profit margin a market participant distributor would obtain in selling PMC products. The useful lives of customer relationships are estimated based upon customer turnover data and management estimates. Other identifiable intangible assets consisted of backlog, valued using the distributor method, and trade name, valued using a relief from royalty method. 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 PMC acquisition are not deductible. The factors that contributed to a purchase price resulting in the recognition of goodwill include: • Our belief the merger will create a more diverse semiconductor company with expansive offerings which will enable us to expand our product offerings. • Our belief 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. We utilize the straight line method of amortization for completed technology, customer relationships and trade name. Supplemental pro forma data (unaudited) The supplemental pro forma data 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 we believe are reasonable under the circumstances. The following supplemental pro forma data summarizes the results of operations for the periods presented, as if we completed the acquisition noted above as of the first day of 2015 . The supplemental pro forma data reports actual operating results, adjusted to include the pro forma effect and timing of the impact in amortization expense of identified intangible assets, incremental interest expense and the related tax effects of the acquisition. In accordance with the pro forma acquisition date we recorded, in the 2015 supplemental pro forma data, cost of goods sold from manufacturing profit in acquired inventory of $66.2 million , PMC-related restructuring costs of $46.7 million and acquisition-related costs of $38.1 million , with a corresponding reduction in the 2016 supplemental proforma data. Net sales related to products from the acquisition of PMC contributed approximately 20% to 25% of net sales for the nine months ended July 3, 2016 . Post-acquisition net sales and earnings on a standalone basis are generally 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 acquisition into existing operations, engineering groups, sales distribution networks and management structure. Supplemental pro forma data is as follows: Nine Months Ended July 3, 2016 June 28, 2015 Net sales $ 1,354.4 $ 1,311.5 Net income (loss) 46.9 (170.0 ) Earnings (loss) per share Basic $ 0.42 $ (1.52 ) Diluted $ 0.41 $ (1.52 ) Divestitures On April 28, 2016, we divested our Remote Radio Head business to MaxLinear, Inc. for $21.0 million in cash. The Remote Radio Head business was operated as a non-strategic component of the enterprise storage and communications solution business. On May 2, 2016, we divested our membership interest in Microsemi LLC - RF Integrated Solutions ("RF LLC") to Mercury Systems, Inc. for $300.0 million in cash. RF LLC operated a non-strategic component of a board level systems and packaging business. These transactions resulted in a gain on divestiture of $125.5 million . Acquisition and Divestiture Costs During the nine months ended July 3, 2016 , we incurred $31.2 million in acquisition and divestiture costs related to the acquisition of PMC and divestitures of our Remote Radio Head business and RF LLC. These costs were recorded in selling, general and administrative expense. |
Inventories
Inventories | 9 Months Ended |
Jul. 03, 2016 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventories are summarized as follows: July 3, September 27, Raw materials $ 41.9 $ 56.5 Work in process 112.4 111.7 Finished goods 76.9 59.0 $ 231.2 $ 227.2 |
Goodwill and Intangible Assets,
Goodwill and Intangible Assets, Net | 9 Months Ended |
Jul. 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: July 3, September 27, Amortizable intangible assets Completed technology $ 604.4 $ 238.0 Customer relationships 124.7 119.1 Backlog, trade name and other 4.1 0.7 $ 733.2 $ 357.8 Non-amortizable intangible assets Goodwill $ 2,447.7 $ 1,139.3 In-process research and development $ 241.0 $ — A reconciliation of goodwill for the nine months ended July 3, 2016 is as follows: Balance as of September 27, 2015 $ 1,139.3 Additions from acquisition 1,435.0 Reductions from divestitures (125.0 ) Adjustments from prior acquisitions (1.6 ) Balance as of July 3, 2016 $ 2,447.7 Goodwill reductions from divestitures of RF LLC and our Remote Radio Head business. Goodwill allocated to these divestitures was calculated using the relative fair market value of each divestiture as of the respective divestiture date. Amortization of intangible assets included in operating expenses is as follows: Quarter Ended Nine Months Ended July 3, June 28, July 3, June 28, Completed technology $ 32.4 $ 13.3 $ 76.9 $ 36.2 Customer relationships 11.6 11.3 34.5 33.7 Backlog, trade name and other 0.9 0.2 4.2 1.2 $ 44.9 $ 24.8 $ 115.6 $ 71.1 Estimated amortization expense for amortizable intangible assets in each of the five succeeding years and thereafter is as follows: Less than 1 Year 1-2 Years 2-3 Years 3-4 Years 4-5 Years Thereafter $ 176.5 $ 140.5 $ 115.3 $ 106.0 $ 105.2 $ 89.7 |
Income Taxes
Income Taxes | 9 Months Ended |
Jul. 03, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes For the quarter and nine months ended July 3, 2016 , we recorded an income tax provision of $9.4 million and $11.8 million , respectively. For the quarter and nine months ended June 28, 2015 , we recorded an income tax provision of $2.5 million and $10.2 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 nine months ended July 3, 2016 and June 28, 2015 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 2015 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 $44.9 million within the next twelve months. In December 2015, the U.S. government permanently reinstated the federal research and development tax credit retroactively to January 1, 2015. We are currently in a loss position for U.S. income tax purposes with a full valuation allowance; therefore, no benefit has been recognized for the quarter and nine months ended July 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 is currently examining our income tax returns for tax years 2007 through 2012 and the Canada Revenue Agency is currently examining income tax returns assumed from the PMC acquisition for tax years 2007 through 2014. Both examinations primarily relate to transfer pricing matters. 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 management expectations. |
Debt
Debt | 9 Months Ended |
Jul. 03, 2016 | |
Debt Disclosure [Abstract] | |
Debt | Debt Credit Agreement On January 15, 2016, we entered into a Credit Agreement (as amended, 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”). The Lenders provided $2.5 billion senior secured first lien credit facilities (collectively, as amended, the “Credit Facilities”), consisting of a term A loan facility (as amended, the “Term Loan A Facility”) in an aggregate principal amount of $450.0 million , a term B loan facility (as amended, the “Term Loan B Facility”) in an aggregate principal amount of $1.7 billion 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 acquisition of PMC and fees and expenses related thereto. The Revolving Facility is also available for working capital requirements and other general corporate purposes. Refinancing of Credit Agreement On June 29, 2016, we entered into an Increase Term Joinder to the Credit Agreement with respect to an incremental Term Loan A Facility in an aggregate principal amount of $364.3 million under our existing Credit Agreement. We used the total proceeds to pay down a portion of our Term Loan B Facility. In addition, on June 29, 2016, we entered into Amendment No. 1 to our existing Credit Agreement (together with the Increase Term Joinder, the "First Amendment"). The First Amendment provided for, among other things, (i) new pricing terms for the outstanding Term B Loan Facility in the aggregate principal amount of $739.7 million , (ii) certain modifications to the repricing event prepayment provisions and (iii) certain other modifications to facilitate restructuring of our subsidiaries. The Credit Facilities bear interest, at our option, at Base Rate or LIBOR, plus a margin. Starting after the fiscal third quarter, the margin for borrowings under the Term Loan A Facility and Revolving Facility will vary depending upon our consolidated net leverage ratio. At July 3, 2016 , the principal amounts outstanding were Eurodollar Rate loans and interest rate information were as follows: Principal Outstanding Base Rate Base Rate Margin Eurodollar Rate Margin Eurodollar Floor Applicable Rate Revolving Facility $ 275.0 3.50 % 1.50 % 2.50 % — % 2.93 % Term Loan A Facility $ 808.7 3.50 % 1.50 % 2.50 % — % 2.93 % Term Loan B Facility $ 739.7 3.50 % 2.00 % 3.00 % 0.75 % 3.75 % As of July 3, 2016 , the fair value of principal outstanding on the Credit Agreement was $1.8 billion . We classify this valuation as a Level 2 fair value measurement. The Credit Agreement also requires us 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 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. The obligations under the Credit Facilities are collateralized by a lien on substantially all of our personal property and material real property assets (collectively, the “Collateral”). The Term Loan A Facility matures January 15, 2021. The Term Loan A Facility requires quarterly principal payments of 1.25% of the amended principal amount for the first two years following the closing date and 2.5% of the amended principal amount for the remaining three years. The Term Loan B Facility matures on January 15, 2023. The Term Loan B Facility requires quarterly principal payments equal to 0.25% of the original principal amount of the Term Loan B Facility. We have made optional principal payments on our Term Loan B Facility such that there are no scheduled principal payments until maturity. The Credit Facilities include financial maintenance covenants including a maximum consolidated net leverage ratio and minimum fixed charge coverage ratio and also contain other customary affirmative and negative covenants and events of default. We were in compliance with our covenants as of July 3, 2016 . Senior Unsecured Notes On January 15, 2016, we completed the sale of $450.0 million of our 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, and U.S. Bank National Association, as trustee (the “Indenture”). As of July 3, 2016 , the fair value of principal outstanding on the Senior Unsecured Notes was $496.1 million . We classify this valuation as a Level 1 fair value measurement. 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 mature on April 15, 2023. We may redeem the Notes, and the holders of the Notes may require us 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. Debt Extinguishment, Modification, and Issuance Costs On January 15, 2016, concurrent with entering into the Credit Agreement, we terminated our senior secured credit agreement with Bank of America, N.A., which included 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 (the "2011 Credit Agreement"). We accounted for this termination as debt extinguishment. In addition, we accounted for the refinancing of our Term Loan A Facility and Term Loan B Facility pursuant to the First Amendment as a debt modification with respect to amounts that remained in the syndicate and debt extinguishment with respect to the amounts that exited the syndicate. During the quarter ended April 3, 2016 , we paid financing fees related to the Credit Agreement of $112.2 million , of which $61.3 million was recorded in cash flows from operating activities and $50.9 million was recorded in cash flows from financing activities. We recorded a debt extinguishment charge of $72.3 million consisting of $61.3 million in fees paid during the second quarter and $11.0 million of deferred financing fees from the 2011 Credit Agreement. During the quarter ended July 3, 2016 , we paid financing fees related to the First Amendment of $19.1 million , of which $16.1 million was recorded in cash flow from operating activities and $3.0 million was recorded in cash flows from financing activities. We recorded a debt extinguishment charge of $4.5 million as an allocation of credit facility fees to parties exiting the Credit Agreement. We reported debt extinguishment charges in other expense, net in our Condensed Consolidated Statement of Operations and Comprehensive Income. Debt issuance costs recorded as a reduction to principal outstanding in the condensed consolidated balance sheets were $45.9 million as of July 3, 2016 and $11.7 million as of September 27, 2015. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Jul. 03, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation Stock Based Compensation In February 2016, our stockholders approved amendments to the Microsemi Corporation 2008 Performance Incentive Plan (the "2008 Plan"). The amendments a) increased the share limit by an additional approximately 4.8 million shares so that the amended aggregate share limit for the 2008 Plan is approximately 41.8 million shares; b) extended the term of the 2008 Plan to December 2, 2025; c) limited the grant date value of awards that may be granted to non-employee directors under the 2008 Plan during any one calendar year to $0.4 million (or $0.6 million as to any newly elected or appointed non-employee director or a non-employee director serving as chairman of the Board or lead independent director); and d) 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 2021. For every one share issued in connection with a full value award (as defined in the 2008 Plan), 2.41 shares will be counted against the share limit. 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 . For the quarter and nine months ended July 3, 2016 , stock-based compensation expense was $18.9 million and $57.2 million , respectively. For the quarter and nine months ended June 28, 2015 , stock-based compensation expense was $13.7 million and $36.2 million , respectively. The quantity of restricted shares and performance stock units at target levels granted and their weighted-average fair value are as follows (quantity in millions): Nine Months Ended Quantity Weighted-Average Fair Value per Award June 28, 2015 Restricted shares 1.3 $ 29.18 Restricted shares assumed from acquisition 0.3 $ 33.01 Performance stock units 0.4 $ 27.54 Stock options assumed from acquisition 0.2 $ 10.91 July 3, 2016 Restricted shares 1.2 $ 31.99 Restricted shares assumed from acquisition 1.9 $ 29.77 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 include performance and market conditions and 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 | 9 Months Ended |
Jul. 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 19% and 18% for the quarter and nine months ended July 3, 2016 , respectively and 14% and 12% for the quarter and nine months ended June 28, 2015 , respectively. |
Restructuring and Severance Cha
Restructuring and Severance Charges | 9 Months Ended |
Jul. 03, 2016 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Severance Charges | Restructuring and Severance Charges The following table reflects restructuring activities and the accrued liabilities at the dates below: Employee Severance Contract Termination Costs Other Associated Costs Total Balance at September 27, 2015 $ 2.9 $ 3.2 $ 0.1 $ 6.2 Assumed from acquisition 3.0 — — 3.0 Provisions 53.9 2.2 5.6 61.7 Reversal of prior provision (3.1 ) — (0.3 ) (3.4 ) Cash expenditures (28.0 ) (2.0 ) (0.4 ) (30.4 ) Other non-cash settlement (22.9 ) (0.4 ) (2.1 ) (25.4 ) Balance at July 3, 2016 $ 5.8 $ 3.0 $ 2.9 $ 11.7 We recorded net provisions for employee severance of $50.8 million for the nine months ended July 3, 2016 , of which $46.7 million is related to actions following our acquisition and integration of PMC. The non-cash settlement of employee severance relates to the acceleration of restricted stock awards in connection of the acquisition of PMC. 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 $2.2 million for the nine months ended July 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 net provisions for other associated costs for restructuring of $5.3 million for the nine months ended July 3, 2016 , of which $2.4 million is related to facility consolidation. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Jul. 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 $2.1 million and $2.3 million at July 3, 2016 and September 27, 2015 , respectively. Our self-insurance accruals are based on estimates and, while we believe that the amounts accrued are adequate, the ultimate claims may be in excess of the amounts provided. We are involved in pending litigation, administrative and similar matters arising out of the normal conduct of our business, including litigation relating to acquisitions, employment matters, commercial transactions, contracts, environmental matters and matters related to compliance with governmental regulations. The ultimate aggregate amount of monetary liability or financial impact with respect to these matters is subject to many uncertainties and is therefore not predictable with assurance. In the opinion of management, the final outcome of these matters, if they are adverse, will not have a material adverse effect on our financial position, results of operations or cash flows. However, there can be no assurance with respect to such result, and monetary liability, financial impact or other sanctions imposed on us from these matters could differ materially from those projected. |
Presentation of Financial Inf16
Presentation of Financial Information (Policies) | 9 Months Ended |
Jul. 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. Earnings per share were calculated as follows: |
Recently Issued Accounting Standards | Recently Issued Accounting Standards In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("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. In March 2016, the FASB issued ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606) – Principal versus Agent Considerations, which clarifies the implementation guidance for principal versus agent considerations in ASU 2014-09. In April 2016, the FASB issued ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606) – Identifying Performance Obligations and Licensing, which amends the guidance in ASU 2014-09 related to identifying performance obligations and accounting for licenses of intellectual property. We are currently assessing the adoption and impact of these ASUs on our consolidated financial position and results of operations. In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments – Overall (Subtopic 825-10), which updates certain aspects of recognition, measurement, presentation and disclosure of financial instruments. ASU 2016-01 is effective for annual periods beginning in our first quarter of 2019. We are currently assessing the impact of this ASU on our consolidated financial position and results of operations. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which modified lease accounting for both lessees and lessors to increase transparency and comparability by recognizing lease assets and lease liabilities by lessees for those leases classified as operating leases under previous accounting standards and disclosing key information about leasing arrangements. ASU 2016-02 is effective for annual periods beginning after December 15, 2018. We are currently evaluating the timing of its adoption and the impact of adopting the new lease standard on our consolidated financial position and results of operations. In March 2016, the FASB issued ASU No. 2016-09, Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. Several aspects of the accounting for share-based payment award transactions are simplified, including: (a) income tax consequences; (b) classification of awards as either equity or liabilities; (c) classification on the statement of cash flows; and (d) classification of related deferred tax balances as non-current. The amendments in this update are effective for annual periods beginning after December 16, 2016, and interim periods within those fiscal years. We are currently assessing the impact of this ASU on our consolidated financial position and results of operations. |
Presentation of Financial Inf17
Presentation of Financial Information (Tables) | 9 Months Ended |
Jul. 03, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Earnings Per Share | Earnings per share were calculated as follows: Quarter Ended Nine Months Ended July 3, June 28, July 3, June 28, Basic Net income (loss) $ 115.2 $ 14.7 $ (73.1 ) $ 59.2 Weighted-average common shares outstanding 112.1 94.5 105.3 94.1 Basic earnings (loss) per share $ 1.03 $ 0.16 $ (0.69 ) $ 0.63 Diluted Net income (loss) $ 115.2 $ 14.7 $ (73.1 ) $ 59.2 Weighted-average common shares outstanding for basic 112.1 94.5 105.3 94.1 Dilutive effect of stock awards 2.5 1.9 — 1.5 Weighted-average common shares outstanding on a diluted basis 114.6 96.4 105.3 95.6 Diluted earnings (loss) per share $ 1.00 $ 0.15 $ (0.69 ) $ 0.62 |
Acquisition and Divestitures (T
Acquisition and Divestitures (Tables) | 9 Months Ended |
Jul. 03, 2016 | |
Business Combinations [Abstract] | |
Schedule of Business Acquisitions by Acquisition, Contingent Consideration | A summary of the consideration for PMC is as follows: Cash consideration $ 1,983.2 Share consideration 476.2 Assumption of equity awards 15.7 Accrued cash consideration 0.3 Total consideration $ 2,475.4 |
Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination | We recorded PMC'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: Cash and cash equivalents $ 313.0 Accounts receivable 53.3 Inventories 98.2 Other current assets 15.8 Property and equipment 38.0 Other assets 19.7 Identifiable intangible assets 741.6 Goodwill 1,435.0 Deferred income taxes, net (39.3 ) Current liabilities (139.4 ) Other non-current liabilities (60.5 ) Total consideration $ 2,475.4 |
Schedule of Acquired Finite-Lived Intangible Assets by Major Class | The valuation of identifiable intangible assets and their estimated useful lives are as follows: Asset Amount Weighted Average Useful Life (Years) Completed technology $ 447.0 6 In-process research and development 241.0 Customer relationships 46.0 9 Other 7.6 1 $ 741.6 |
Business Acquisition, Pro Forma Information | Supplemental pro forma data is as follows: Nine Months Ended July 3, 2016 June 28, 2015 Net sales $ 1,354.4 $ 1,311.5 Net income (loss) 46.9 (170.0 ) Earnings (loss) per share Basic $ 0.42 $ (1.52 ) Diluted $ 0.41 $ (1.52 ) |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Jul. 03, 2016 | |
Inventory Disclosure [Abstract] | |
Schedule of inventories | Inventories are summarized as follows: July 3, September 27, Raw materials $ 41.9 $ 56.5 Work in process 112.4 111.7 Finished goods 76.9 59.0 $ 231.2 $ 227.2 |
Goodwill and Intangible Asset20
Goodwill and Intangible Assets, Net (Tables) | 9 Months Ended |
Jul. 03, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and intangible assets, net consisted of the following components: July 3, September 27, Amortizable intangible assets Completed technology $ 604.4 $ 238.0 Customer relationships 124.7 119.1 Backlog, trade name and other 4.1 0.7 $ 733.2 $ 357.8 Non-amortizable intangible assets Goodwill $ 2,447.7 $ 1,139.3 In-process research and development $ 241.0 $ — |
Schedule of Goodwill | A reconciliation of goodwill for the nine months ended July 3, 2016 is as follows: Balance as of September 27, 2015 $ 1,139.3 Additions from acquisition 1,435.0 Reductions from divestitures (125.0 ) Adjustments from prior acquisitions (1.6 ) Balance as of July 3, 2016 $ 2,447.7 |
Amortization of Intangible Assets | Amortization of intangible assets included in operating expenses is as follows: Quarter Ended Nine Months Ended July 3, June 28, July 3, June 28, Completed technology $ 32.4 $ 13.3 $ 76.9 $ 36.2 Customer relationships 11.6 11.3 34.5 33.7 Backlog, trade name and other 0.9 0.2 4.2 1.2 $ 44.9 $ 24.8 $ 115.6 $ 71.1 |
Estimated Amortization Expense | Estimated amortization expense for amortizable intangible assets in each of the five succeeding years and thereafter is as follows: Less than 1 Year 1-2 Years 2-3 Years 3-4 Years 4-5 Years Thereafter $ 176.5 $ 140.5 $ 115.3 $ 106.0 $ 105.2 $ 89.7 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Jul. 03, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | At July 3, 2016 , the principal amounts outstanding were Eurodollar Rate loans and interest rate information were as follows: Principal Outstanding Base Rate Base Rate Margin Eurodollar Rate Margin Eurodollar Floor Applicable Rate Revolving Facility $ 275.0 3.50 % 1.50 % 2.50 % — % 2.93 % Term Loan A Facility $ 808.7 3.50 % 1.50 % 2.50 % — % 2.93 % Term Loan B Facility $ 739.7 3.50 % 2.00 % 3.00 % 0.75 % 3.75 % |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Jul. 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 (quantity in millions): Nine Months Ended Quantity Weighted-Average Fair Value per Award June 28, 2015 Restricted shares 1.3 $ 29.18 Restricted shares assumed from acquisition 0.3 $ 33.01 Performance stock units 0.4 $ 27.54 Stock options assumed from acquisition 0.2 $ 10.91 July 3, 2016 Restricted shares 1.2 $ 31.99 Restricted shares assumed from acquisition 1.9 $ 29.77 Performance stock units 0.3 $ 35.14 |
Restructuring and Severance C23
Restructuring and Severance Charges (Tables) | 9 Months Ended |
Jul. 03, 2016 | |
Restructuring and Related Activities [Abstract] | |
Reflects the restructuring activities and the accrued liabilities | The following table reflects restructuring activities and the accrued liabilities at the dates below: Employee Severance Contract Termination Costs Other Associated Costs Total Balance at September 27, 2015 $ 2.9 $ 3.2 $ 0.1 $ 6.2 Assumed from acquisition 3.0 — — 3.0 Provisions 53.9 2.2 5.6 61.7 Reversal of prior provision (3.1 ) — (0.3 ) (3.4 ) Cash expenditures (28.0 ) (2.0 ) (0.4 ) (30.4 ) Other non-cash settlement (22.9 ) (0.4 ) (2.1 ) (25.4 ) Balance at July 3, 2016 $ 5.8 $ 3.0 $ 2.9 $ 11.7 |
Presentation of Financial Inf24
Presentation of Financial Information - Earning Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Jul. 03, 2016 | Jun. 28, 2015 | Jul. 03, 2016 | Jun. 28, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 200 | 100 | 300 | |
BASIC | ||||
Net income (loss) | $ 115.2 | $ 14.7 | $ (73.1) | $ 59.2 |
Weighted-average common shares outstanding (in shares) | 112,100 | 94,500 | 105,300 | 94,100 |
Basic earnings (loss) per share (USD per share) | $ 1.03 | $ 0.16 | $ (0.69) | $ 0.63 |
DILUTED | ||||
Net income (loss) | $ 115.2 | $ 14.7 | $ (73.1) | $ 59.2 |
Weighted-average common shares outstanding (in shares) | 112,100 | 94,500 | 105,300 | 94,100 |
Dilutive effect of stock awards | 2,500 | 1,900 | 0 | 1,500 |
Weighted-average common shares outstanding on a diluted basis (in shares) | 114,600 | 96,400 | 105,300 | 95,600 |
Diluted earnings per share (USD per share) | $ 1 | $ 0.15 | $ (0.69) | $ 0.62 |
Presentation of Financial Inf25
Presentation of Financial Information - Additional Information (Details) - shares shares in Millions | 3 Months Ended | 9 Months Ended | |
Jul. 03, 2016 | Jun. 28, 2015 | Jun. 28, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Stock awards excluded in computation of diluted EPS | 0.2 | 0.1 | 0.3 |
Acquisition and Divestitures -
Acquisition and Divestitures - Narrative (Details) shares in Millions, $ in Millions | Jan. 15, 2016USD ($)projectshares | Jul. 03, 2016USD ($) |
Business Acquisition [Line Items] | ||
Acquisition and divestiture costs | $ 31.2 | |
PMC-SIERRA INC. | ||
Business Acquisition [Line Items] | ||
Cash consideration | $ 2,000 | |
Gross contractual amount of acquired accounts receivable | 53.3 | |
Asset Amount | 741.6 | |
PMC-SIERRA INC. | Completed technology | ||
Business Acquisition [Line Items] | ||
Asset Amount | $ 447 | |
Weighted Average Useful Life (Years) | 6 years | |
PMC-SIERRA INC. | Completed technology | Minimum | ||
Business Acquisition [Line Items] | ||
Weighted Average Useful Life (Years) | 5 years | |
PMC-SIERRA INC. | Completed technology | Maximum | ||
Business Acquisition [Line Items] | ||
Weighted Average Useful Life (Years) | 8 years | |
PMC-SIERRA INC. | Customer relationships | ||
Business Acquisition [Line Items] | ||
Asset Amount | $ 46 | |
Weighted Average Useful Life (Years) | 9 years | |
PMC-SIERRA INC. | Other | ||
Business Acquisition [Line Items] | ||
Asset Amount | $ 7.6 | |
Weighted Average Useful Life (Years) | 1 year | |
PMC-SIERRA INC. | Common Stock | ||
Business Acquisition [Line Items] | ||
Number of shares issued in acquisition | shares | 16 | |
In-process research and development | PMC-SIERRA INC. | ||
Business Acquisition [Line Items] | ||
Asset Amount | $ 241 | |
Number of projects used in fair value analysis | project | 4 | |
In-process research and development | PMC-SIERRA INC. | Minimum | ||
Business Acquisition [Line Items] | ||
Expected completion period for research and development in process | 6 months | |
In-process research and development | PMC-SIERRA INC. | Maximum | ||
Business Acquisition [Line Items] | ||
Expected completion period for research and development in process | 2 years |
Acquisition and Divestitures 27
Acquisition and Divestitures - Summary of consideration (Details) $ in Millions | Jan. 15, 2016USD ($) |
Business Acquisition [Line Items] | |
Accrued cash consideration | $ 0.3 |
PMC-SIERRA INC. | |
Business Acquisition [Line Items] | |
Cash consideration | 2,000 |
Assumption of equity awards | 15.7 |
Total consideration | 2,475.4 |
Common Stock | PMC-SIERRA INC. | |
Business Acquisition [Line Items] | |
Share consideration | $ 476.2 |
Acquisition and Divestitures 28
Acquisition and Divestitures - Preliminary allocation of acquisition (Details) - USD ($) $ in Millions | Jan. 15, 2016 | Jul. 03, 2016 | Sep. 27, 2015 |
Business Acquisition [Line Items] | |||
Goodwill | $ 2,447.7 | $ 1,139.3 | |
PMC-SIERRA INC. | |||
Business Acquisition [Line Items] | |||
Cash and cash equivalents | $ 313 | ||
Accounts receivable | 53.3 | ||
Inventories | 98.2 | ||
Other current assets | 15.8 | ||
Property and equipment | 38 | ||
Other assets | 19.7 | ||
Identifiable intangible assets | 741.6 | ||
Goodwill | 1,435 | ||
Deferred income taxes, net | (39.3) | ||
Current liabilities | (139.4) | ||
Other non-current liabilities | (60.5) | ||
Total consideration | $ 2,475.4 |
Acquisition and Divestitures 29
Acquisition and Divestitures - Supplemental pro forma data (Details) - PMC-SIERRA INC. - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | |
Jul. 03, 2016 | Jul. 03, 2016 | Jun. 28, 2015 | |
Business Acquisition [Line Items] | |||
Cost of good sold | $ 66.2 | ||
Restructuring costs | 46.7 | ||
Acquisition-related costs | 38.1 | ||
Net sales | 1.4 | $ 1.3 | |
Net income (loss) | $ 0 | $ (0.2) | |
Basic (usd per share) | $ 0.42 | $ (1.52) | |
Diluted (usd per share) | $ 0.41 | $ (1.52) | |
Minimum | |||
Business Acquisition [Line Items] | |||
Net sales related to products from acquisition | 20.00% | ||
Maximum | |||
Business Acquisition [Line Items] | |||
Net sales related to products from acquisition | 25.00% |
Acquisition and Divestitures 30
Acquisition and Divestitures - Divestitures (Details) - USD ($) $ in Thousands | May 02, 2016 | Apr. 28, 2016 | Jul. 03, 2016 | Jun. 28, 2015 | Jul. 03, 2016 | Jun. 28, 2015 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Proceeds from divestitures | $ 321,000 | $ 0 | ||||
Gain on divestiture | $ 125,500 | $ 125,500 | $ 0 | $ 125,500 | $ 0 | |
Microsemi LLC - RF Integrated Solutions (RF LLC) | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Proceeds from divestitures | $ 300,000 | |||||
Remote Radio Head | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Proceeds from divestitures, net of cash divested | $ 21,000 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Millions | Jul. 03, 2016 | Sep. 27, 2015 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 41.9 | $ 56.5 |
Work in process | 112.4 | 111.7 |
Finished goods | 76.9 | 59 |
Inventories, net | $ 231.2 | $ 227.2 |
Goodwill and Intangible Asset32
Goodwill and Intangible Assets, Net (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Jul. 03, 2016 | Jun. 28, 2015 | Jul. 03, 2016 | Jun. 28, 2015 | Jul. 03, 2016 | Sep. 27, 2015 | |
Goodwill and Intangible Assets Disclosure [Line Items] | ||||||
Amortizable intangible assets | $ 733,200 | $ 357,800 | ||||
Goodwill | $ 2,447,700 | $ 1,139,300 | 2,447,700 | 1,139,300 | ||
Goodwill [Roll Forward] | ||||||
Balance as of September 27, 2015 | 1,139,300 | |||||
Additions from acquisition | 1,435,000 | |||||
Reductions from divestitures | (125,000) | |||||
Adjustments from prior acquisitions | (1,600) | |||||
Balance as of July 3, 2016 | 2,447,700 | 2,447,700 | ||||
Amortization of intangible assets | 44,900 | $ 24,800 | 115,566 | $ 71,084 | ||
Completed technology | ||||||
Goodwill and Intangible Assets Disclosure [Line Items] | ||||||
Amortizable intangible assets | 604,400 | 238,000 | ||||
Goodwill [Roll Forward] | ||||||
Amortization of intangible assets | 32,400 | 13,300 | 76,932 | 36,179 | ||
Customer relationships | ||||||
Goodwill and Intangible Assets Disclosure [Line Items] | ||||||
Amortizable intangible assets | 124,700 | 119,100 | ||||
Goodwill [Roll Forward] | ||||||
Amortization of intangible assets | 11,600 | 11,300 | 34,518 | 33,702 | ||
Backlog, trade name and other | ||||||
Goodwill and Intangible Assets Disclosure [Line Items] | ||||||
Amortizable intangible assets | 4,100 | 700 | ||||
Goodwill [Roll Forward] | ||||||
Amortization of intangible assets | $ 900 | $ 200 | $ 4,116 | $ 1,203 | ||
In-process research and development | ||||||
Goodwill and Intangible Assets Disclosure [Line Items] | ||||||
Non-amortizable intangible assets | $ 241,000 | $ 0 |
Goodwill and Intangible Asset33
Goodwill and Intangible Assets, Net - Estimated Amortization Expense (Details) $ in Millions | Jul. 03, 2016USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Amortization expense, Less than 1 Year | $ 176.5 |
Amortization expense, 1-2 Years | 140.5 |
Amortization expense, 2-3 Years | 115.3 |
Amortization expense, 3-4 Years | 106 |
Amortization expense, 4-5 Years | 105.2 |
Amortization expense, Thereafter | $ 89.7 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Jul. 03, 2016 | Jun. 28, 2015 | Jul. 03, 2016 | Jun. 28, 2015 | |
Income Taxes [Line Items] | ||||
Provision for income taxes | $ 9.4 | $ 2.5 | $ 11.8 | $ 10.2 |
U.S. statutory rate | 35.00% | |||
Unrecognized tax benefit that would impact effective tax rate within next twelve months | $ 44.9 | $ 44.9 | ||
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 | 2,015 |
Debt (Details)
Debt (Details) - USD ($) | Apr. 03, 2016 | Jan. 15, 2016 | Jul. 03, 2016 | Apr. 03, 2016 | Jul. 03, 2016 | Jun. 28, 2015 | Sep. 27, 2015 |
Line of Credit Facility [Line Items] | |||||||
Maximum borrowing capacity on debt | $ 2,500,000,000 | ||||||
Principal Outstanding | $ 1,800,000,000 | $ 1,800,000,000 | |||||
Financing fees paid including gain (loss) on extinguishment of debt | 19,100,000 | $ 112,200,000 | |||||
Payment of debt issuance costs, included in financing activities | 3,000,000 | 50,900,000 | 53,800,000 | $ 8,700,000 | |||
Financing fees, included in operating activities | 16,100,000 | 61,300,000 | |||||
Debt issuance cost | 45,900,000 | $ 11,700,000 | |||||
Line of credit | |||||||
Line of Credit Facility [Line Items] | |||||||
Fees on debt extinguishment | 61,300,000 | ||||||
Debt extinguishment charges | 4,500,000 | 72,300,000 | |||||
Deferred financing fees | $ 11,000,000 | ||||||
Minimum | |||||||
Line of Credit Facility [Line Items] | |||||||
Commitment fee percentage | 0.25% | ||||||
Maximum | |||||||
Line of Credit Facility [Line Items] | |||||||
Commitment fee percentage | 0.35% | ||||||
Term Loan Facility | |||||||
Line of Credit Facility [Line Items] | |||||||
Principal Outstanding | $ 739,700,000 | $ 739,700,000 | |||||
Applicable Rate | 3.75% | ||||||
Term Loan Facility | Base Rate | |||||||
Line of Credit Facility [Line Items] | |||||||
Base Rate | 3.50% | 3.50% | |||||
Rate Margins | 2.00% | ||||||
Term Loan Facility | Eurodollar | |||||||
Line of Credit Facility [Line Items] | |||||||
Rate Margins | 3.00% | ||||||
Eurodollar Floor | 0.75% | ||||||
Term Loan Facility | Term Loan A Facility | |||||||
Line of Credit Facility [Line Items] | |||||||
Maximum borrowing capacity on debt | $ 450,000,000 | ||||||
Periodic payment, principal | $ 364,300,000 | ||||||
Term Loan Facility | Term Loan A Facility | First Two Years Following Closing Date | |||||||
Line of Credit Facility [Line Items] | |||||||
Periodic payment, percentage of original principal | 1.25% | ||||||
Term Loan Facility | Term Loan A Facility | Remaining Three Years | |||||||
Line of Credit Facility [Line Items] | |||||||
Periodic payment, percentage of original principal | 2.50% | ||||||
Term Loan Facility | Term Loan B Facility | |||||||
Line of Credit Facility [Line Items] | |||||||
Maximum borrowing capacity on debt | $ 1,700,000,000 | ||||||
Periodic payment, principal | 739,700,000 | ||||||
Periodic payment, percentage of original principal | 0.25% | ||||||
Revolving credit facility | |||||||
Line of Credit Facility [Line Items] | |||||||
Maximum borrowing capacity on debt | $ 325,000,000 | ||||||
Principal Outstanding | $ 275,000,000 | $ 275,000,000 | |||||
Applicable Rate | 2.93% | ||||||
Revolving credit facility | Base Rate | |||||||
Line of Credit Facility [Line Items] | |||||||
Base Rate | 3.50% | 3.50% | |||||
Rate Margins | 1.50% | ||||||
Revolving credit facility | Eurodollar | |||||||
Line of Credit Facility [Line Items] | |||||||
Rate Margins | 2.50% | ||||||
Eurodollar Floor | 0.00% | ||||||
Incremental term loan | |||||||
Line of Credit Facility [Line Items] | |||||||
Principal Outstanding | $ 808,700,000 | $ 808,700,000 | |||||
Applicable Rate | 2.93% | ||||||
Incremental term loan | Base Rate | |||||||
Line of Credit Facility [Line Items] | |||||||
Base Rate | 3.50% | 3.50% | |||||
Rate Margins | 1.50% | ||||||
Incremental term loan | Eurodollar | |||||||
Line of Credit Facility [Line Items] | |||||||
Rate Margins | 2.50% | ||||||
Eurodollar Floor | 0.00% | ||||||
Unsecured debt | |||||||
Line of Credit Facility [Line Items] | |||||||
Base Rate | 9.125% | ||||||
Fair value of principal outstanding | $ 496,100,000 | $ 496,100,000 | |||||
Debt Instrument, Face Amount | $ 450,000,000 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) shares in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Feb. 28, 2016USD ($)shares | Jul. 03, 2016USD ($) | Jun. 28, 2015USD ($) | Jul. 03, 2016USD ($) | Jun. 28, 2015USD ($) | Sep. 27, 2015 | Sep. 28, 2014 | |
Compensation Related Costs Share Based Payments Disclosure [Line Items] | |||||||
Stock-based compensation expense | $ 18,900,000 | $ 13,700,000 | $ 57,200,000 | $ 36,200,000 | |||
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 | shares | 4.8 | ||||||
Shares limit in common stock | shares | 41.8 | ||||||
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 Option Plan 2008 | Director, non-employee | |||||||
Compensation Related Costs Share Based Payments Disclosure [Line Items] | |||||||
Limit of grant date value of award to be granted | $ 400,000 | ||||||
Stock Option Plan 2008 | Board of Directors Chairman, non-employee | |||||||
Compensation Related Costs Share Based Payments Disclosure [Line Items] | |||||||
Limit of grant date value of award to be granted | $ 600,000 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Restricted Shares and Performance Stock Units (Details) - $ / shares shares in Thousands | 9 Months Ended | |
Jul. 03, 2016 | Jun. 28, 2015 | |
Restricted shares | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Quantity | 1,200 | 1,300 |
Weighted average fair value per award (USD per award) | $ 31.99 | $ 29.18 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Assumed in Period | 1,900 | 300 |
Share Based Compensation Arrangement By Share Based Payment Award Options Assumed Weighted Average Exercise Price | $ 29.77 | $ 33.01 |
Performance stock units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Quantity | 300 | 400 |
Weighted average fair value per award (USD per award) | $ 35.14 | $ 27.54 |
Restricted Stock Awards and Units [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Assumed From Acquisition | 153 | |
Share Based Compensation Arrangement By Share Based Payment Award Options Assumed Weighted Average Exercise Price | $ 10.91 |
Segment Information (Details)
Segment Information (Details) - segment | 3 Months Ended | 9 Months Ended | ||
Jul. 03, 2016 | Jun. 28, 2015 | Jul. 03, 2016 | Jun. 28, 2015 | |
Concentration Risk [Line Items] | ||||
Number of segments | 1 | |||
Geographic concentration risk | Sales revenue, net | Hong Kong | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 19.00% | 14.00% | 18.00% | 12.00% |
Restructuring and Severance C39
Restructuring and Severance Charges - Restructuring Activities and Accrued Liabilities (Details) $ in Millions | 9 Months Ended |
Jul. 03, 2016USD ($) | |
Restructuring Reserve [Roll Forward] | |
Beginning Balance | $ 6.2 |
Assumed from acquisition | 3 |
Provisions | 61.7 |
Reversal of prior provision | (3.4) |
Cash expenditures | (30.4) |
Other non-cash settlement | (25.4) |
Ending Balance | 11.7 |
Employee Severance | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring Charges | 50.8 |
Restructuring Reserve [Roll Forward] | |
Beginning Balance | 2.9 |
Assumed from acquisition | 3 |
Provisions | 53.9 |
Reversal of prior provision | (3.1) |
Cash expenditures | (28) |
Other non-cash settlement | (22.9) |
Ending Balance | 5.8 |
Contract Termination Costs | |
Restructuring Reserve [Roll Forward] | |
Beginning Balance | 3.2 |
Assumed from acquisition | 0 |
Provisions | 2.2 |
Reversal of prior provision | 0 |
Cash expenditures | (2) |
Other non-cash settlement | (0.4) |
Ending Balance | 3 |
Other Associated Costs | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring Charges | 5.3 |
Restructuring Reserve [Roll Forward] | |
Beginning Balance | 0.1 |
Assumed from acquisition | 0 |
Provisions | 5.6 |
Reversal of prior provision | (0.3) |
Cash expenditures | (0.4) |
Other non-cash settlement | (2.1) |
Ending Balance | 2.9 |
PMC-SIERRA INC. | Employee Severance | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring Charges | 46.7 |
PMC-SIERRA INC. | Other Associated Costs | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring Charges | $ 2.4 |
Restructuring and Severance C40
Restructuring and Severance Charges - Additional Information (Details) $ in Millions | 9 Months Ended |
Jul. 03, 2016USD ($) | |
Employee Severance | |
Restructuring Cost and Reserve [Line Items] | |
Net provisions for restructuring costs | $ 50.8 |
Other Associated Costs | |
Restructuring Cost and Reserve [Line Items] | |
Net provisions for restructuring costs | $ 5.3 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Millions | Jul. 03, 2016 | Sep. 27, 2015 |
Commitments and Contingencies Disclosure [Abstract] | ||
Accrued workers' compensation liabilities | $ 2.1 | $ 2.3 |