Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Jun. 30, 2018 | Jul. 26, 2018 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | HOLOGIC INC | |
Entity Central Index Key | 859,737 | |
Current Fiscal Year End Date | --09-30 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 272,122,768 |
Consolidated Statements of Inco
Consolidated Statements of Income - USD ($) shares in Thousands, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2018 | Jul. 01, 2017 | Jun. 30, 2018 | Jul. 01, 2017 | |
Revenues: | ||||
Product | $ 677.9 | $ 674.1 | $ 1,973.7 | $ 1,882.3 |
Service and other | 146.1 | 132 | 430.8 | 373.6 |
Revenues | 824 | 806.1 | 2,404.5 | 2,255.9 |
Costs of revenues: | ||||
Product | 226.1 | 249.3 | 656.9 | 648.1 |
Amortization of acquired intangible assets | 79.4 | 79.1 | 239 | 217.9 |
Service and other | 82.5 | 68.1 | 232.9 | 186.8 |
Gross Profit | 436 | 409.6 | 1,275.7 | 1,203.1 |
Operating expenses: | ||||
Research and development | 54.4 | 62.5 | 166 | 172.3 |
Selling and marketing | 141.1 | 145.4 | 411.1 | 358.8 |
General and administrative | 86.3 | 65.5 | 248 | 252.7 |
Amortization of acquired intangible assets | 15.3 | 15.2 | 44.4 | 47.3 |
Impairment of indefinite intangible assets | 0 | 0 | 46 | 0 |
Goodwill impairment charge | 0 | 0 | 685.7 | 0 |
Gain on sale of business | 0 | 0 | 0 | (899.7) |
Restructuring charges | 5.8 | 6 | 11.4 | 10.8 |
Operating expenses | 302.9 | 294.6 | 1,612.6 | (57.8) |
Income (loss) from operations | 133.1 | 115 | (336.9) | 1,260.9 |
Interest income | 1.5 | 1.1 | 4.4 | 3.3 |
Interest expense | (34.5) | (39.1) | (114.4) | (117.1) |
Debt extinguishment losses | 0 | (2.6) | (45.9) | (2.6) |
Other income, net | 5.2 | 0.1 | 2.9 | 13.7 |
Income (loss) before income taxes | 105.3 | 74.5 | (489.9) | 1,158.2 |
Provision (benefit) for income taxes | (7.6) | 15 | (328.1) | 485.4 |
Net income (loss) | $ 112.9 | $ 59.5 | $ (161.8) | $ 672.8 |
Net income (loss) per common share: | ||||
Basic | $ 0.41 | $ 0.21 | $ (0.59) | $ 2.40 |
Diluted | $ 0.41 | $ 0.21 | $ (0.59) | $ 2.35 |
Weighted average number of shares outstanding: | ||||
Basic | 273,729 | 280,824 | 275,900 | 279,901 |
Diluted | 275,569 | 287,638 | 275,900 | 285,957 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2018 | Jul. 01, 2017 | Jun. 30, 2018 | Jul. 01, 2017 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ 112.9 | $ 59.5 | $ (161.8) | $ 672.8 |
Changes in foreign currency translation adjustment | (17.9) | 11.6 | (2.3) | (0.7) |
Changes in unrealized holding gains and losses on available-for-sale securities, net of tax of $0.0 and $0.2 for the three and nine months ended June 30, 2018 and $0.1 and $0.1 for the three and nine months ended July 1, 2017: | 0 | 0 | 0 | 2.4 |
Loss (gain) reclassified from accumulated other comprehensive loss to the statements of income | 0 | 0 | 0.4 | (2.4) |
Changes in pension plans, net of taxes of $0.0 and $0.6 for the three and nine months ended June 30, 2018 | 0 | 0.6 | 0 | |
Changes in value of hedged interest rate caps, net of tax of ($0.1) and $(5.3) for the three and nine months ended June 30, 2018 and $0.2 and $0.5 for the three and nine months ended July 1, 2017: | (0.5) | (0.4) | (4.1) | 0.7 |
Loss reclassified from accumulated other comprehensive loss to the statements of operations | 0.4 | 1.6 | 3 | 4.9 |
Other comprehensive income (loss) | (18) | 12.8 | (2.4) | 4.9 |
Comprehensive income (loss) | $ 94.9 | $ 72.3 | $ (164.2) | $ 677.7 |
Consolidated Statements of Com4
Consolidated Statements of Comprehensive Income (Parenthetical) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2018 | Jul. 01, 2017 | Jun. 30, 2018 | Jul. 01, 2017 | |
Statement of Comprehensive Income [Abstract] | ||||
Changes in unrealized holding gains and losses on available-for-sale securities. tax | $ 0 | $ 0.1 | $ 0.2 | $ 0.1 |
Changes in pension plans, tax | 0 | 0 | 0.6 | 0 |
Changes in value of hedged interest rate caps, tax | $ (0.1) | $ 0.2 | $ (5.3) | $ 0.5 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Millions | Jun. 30, 2018 | Sep. 30, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 575.4 | $ 540.6 |
Accounts receivable, less reserves of $13.0 and $9.8, respectively | 551.7 | 533.5 |
Inventories | 370.5 | 331.6 |
Prepaid income taxes | 44.2 | 22.4 |
Prepaid expenses and other current assets | 53.6 | 50.5 |
Total current assets | 1,595.4 | 1,478.6 |
Property, plant and equipment, net | 461.5 | 472.8 |
Intangible assets, net | 2,449 | 2,772.3 |
Goodwill | 2,493.4 | 3,171.2 |
Other assets | 92.1 | 84.7 |
Total assets | 7,091.4 | 7,979.6 |
Current liabilities: | ||
Current portion of long-term debt | 525.2 | 1,150.8 |
Accounts payable | 167.3 | 166.6 |
Accrued expenses | 364.9 | 375.3 |
Deferred revenue | 176.1 | 171.2 |
Current portion of capital lease obligations | 1.7 | 1.6 |
Total current liabilities | 1,235.2 | 1,865.5 |
Long-term debt, net of current portion | 2,721.9 | 2,172.1 |
Capital lease obligations, net of current portion | 21.4 | 22.7 |
Deferred income tax liabilities | 494.9 | 973.6 |
Deferred revenue | 18.9 | 20.8 |
Other long-term liabilities | 149.6 | 140.2 |
Commitments and contingencies (Note 7) | ||
Stockholders’ equity: | ||
Preferred stock, $0.01 par value – 1,623 shares authorized; 0 shares issued | 0 | 0 |
Common stock, $0.01 par value – 750,000 shares authorized; 289,405 and 287,853 shares issued, respectively | 2.9 | 2.9 |
Additional paid-in-capital | 5,647.1 | 5,630.8 |
Accumulated deficit | (2,544.5) | (2,382.7) |
Treasury stock, at cost – 17,537 and 12,560 shares, respectively | (637.4) | (450.1) |
Accumulated other comprehensive loss | (18.6) | (16.2) |
Total stockholders’ equity | 2,449.5 | 2,784.7 |
Total liabilities and stockholders’ equity | $ 7,091.4 | $ 7,979.6 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions | Jun. 30, 2018 | Sep. 30, 2017 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, reserves | $ 13 | $ 9.8 |
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, authorized (in shares) | 1,623,000 | 1,623,000 |
Preferred stock, issued (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, authorized (in shares) | 750,000,000 | 750,000,000 |
Common stock, issued (in shares) | 289,045,000 | 287,853,000 |
Treasury stock (in shares) | 17,537,000 | 12,560,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Millions | 9 Months Ended | |
Jun. 30, 2018 | Jul. 01, 2017 | |
OPERATING ACTIVITIES | ||
Net income (loss) | $ (161.8) | $ 672.8 |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | ||
Depreciation | 77.8 | 63.5 |
Amortization of acquired intangibles | 283.4 | 265.2 |
Non-cash interest expense | 13.1 | 38.9 |
Stock-based compensation expense | 53.1 | 53.4 |
Deferred income taxes | (470.3) | (304.6) |
Goodwill impairment charge | 685.7 | 0 |
Intangible asset impairment charge | 46 | 0 |
Debt extinguishment losses | 45.9 | 2.6 |
Gain on sale of business | 0 | (899.7) |
Fair value write-up of acquired inventory sold | 0 | 22.3 |
Net gains on sale of marketable securities | 0 | (3.6) |
Other adjustments and non-cash items | 6.8 | 1.8 |
Changes in operating assets and liabilities, excluding the effect of acquisitions: | ||
Accounts receivable | (13.8) | (29.7) |
Inventories | (39.3) | (20.2) |
Prepaid income taxes | (21.9) | (4.5) |
Prepaid expenses and other assets | 0.3 | (4.4) |
Accounts payable | 0.4 | (28.3) |
Accrued expenses and other liabilities | (8.6) | 15.4 |
Deferred revenue | 3.7 | 0.8 |
Net cash provided by (used in) operating activities | 500.5 | (158.3) |
INVESTING ACTIVITIES | ||
Acquisition of businesses, net of cash acquired | (4.4) | (1,478.9) |
Proceeds from sale of business | 0 | 1,865 |
Capital expenditures | (37.9) | (35.8) |
Increase in equipment under customer usage agreements | (35.6) | (38.2) |
Proceeds from sale of available-for-sale marketable securities | 0.1 | 87.1 |
Purchase of cost-method investment | (6) | 0 |
Other activity | (3.9) | (5.6) |
Net cash (used in) provided by investing activities | (87.7) | 393.6 |
FINANCING ACTIVITIES | ||
Proceeds from long-term debt | 1,500 | 0 |
Repayment of long-term debt | (1,350) | (56.3) |
Proceeds from senior notes | 1,350 | 0 |
Repayment of senior notes | (1,037.7) | 0 |
Payments to extinguish convertible notes | (546.2) | (290.1) |
Proceeds from amounts borrowed under revolving credit line | 960 | 125 |
Repayments of amounts borrowed under revolving credit line | (1,065) | 0 |
Repayment of amounts borrowed under accounts receivable securitization program | (9) | (48) |
Proceeds from accounts receivable securitization program | 28.8 | 48 |
Payment of debt issuance costs | (23.5) | 0 |
Purchase of interest rate caps | (3.7) | 0 |
Repurchase of common stock | (187.3) | 0 |
Proceeds from issuance of common stock pursuant to employee stock plans | 24.1 | 42.5 |
Payments under capital lease obligations | (1.3) | (0.4) |
Payment of minimum tax withholdings on net share settlements of equity awards | (16.1) | (19.3) |
Net cash used in financing activities | (376.9) | (198.6) |
Effect of exchange rate changes on cash and cash equivalents | (1.1) | 3.3 |
Net increase in cash and cash equivalents | 34.8 | 40 |
Cash and cash equivalents, beginning of period | 540.6 | 548.4 |
Cash and cash equivalents, end of period | $ 575.4 | $ 588.4 |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Jun. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The consolidated financial statements of Hologic, Inc. (“Hologic” or the “Company”) presented herein have been prepared pursuant to the rules of the Securities and Exchange Commission (“SEC”) for quarterly reports on Form 10-Q and do not include all of the information and disclosures required by U.S. generally accepted accounting principles (“GAAP”) for annual financial statements. These financial statements should be read in conjunction with the consolidated financial statements and related notes for the year ended September 30, 2017 included in the Company’s Form 10-K filed with the SEC on November 21, 2017. In the opinion of management, the financial statements and notes contain all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the Company’s financial position, results of operations and cash flows for the periods presented. The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. The preparation of financial statements in conformity with U.S. GAAP requires management to make significant estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from management’s estimates if past experience or other assumptions do not turn out to be substantially accurate. Operating results for the three and nine months ended June 30, 2018 are not necessarily indicative of the results to be expected for any other interim period or the entire fiscal year ending September 29, 2018 . On March 22, 2017, the Company completed the acquisition of Cynosure, Inc. ("Cynosure"), which resulted in the Company expanding into the medical aesthetics market. Cynosure develops, manufactures and markets aesthetic treatment systems that enable medical practitioners to perform non-invasive and minimally invasive procedures. Cynosure's results of operations are reported within the Company's Medical Aesthetics reportable segment. The Company's acquisition of Cynosure is more fully described in Note 3. Recently Adopted Accounting Pronouncements In January 2017, the FASB issued Accounting Standards Update No. 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment (ASU 2017-04). This guidance simplifies how companies calculate goodwill impairments by eliminating Step 2 of the impairment test. The guidance requires companies to compare the fair value of a reporting unit to its carrying amount and recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit's fair value. This ASU is effective for annual periods beginning after December 15, 2019, and is applicable to the Company in fiscal 2021. Early adoption is allowed, and the Company adopted ASU 2017-04 in the second quarter of fiscal 2018. The Company applied this standard to the interim goodwill impairment test it performed on its Medical Aesthetics reporting unit in the second quarter of fiscal 2018. The interim goodwill impairment test is more fully described in Note 14. In December 2016, the FASB issued Accounting Standard Update No. 2016-19, Technical Corrections and Improvements (ASU 2016-19). This guidance changes how companies classify internal-use software from classification within property, plant, and equipment to intangible assets. The amendments in the update are effective for annual periods beginning after December 15, 2016, and were applicable to the Company in fiscal 2018. The Company adopted ASU 2016-19 in the first quarter of fiscal 2018 and reclassified $18.4 million of internal-use software from property, plant, and equipment to intangible assets as of September 30, 2017. Additionally, the Company reclassified $12.3 million of capitalized software embedded in its products from other assets to intangible assets as of September 30, 2017. Subsequent Events Consideration The Company considers events or transactions that occur after the balance sheet date but prior to the issuance of the financial statements to provide additional evidence for certain estimates or to identify matters that may require additional disclosure. Subsequent events have been evaluated as required. There were no material recognized or unrecognized subsequent events recorded in the unaudited consolidated financial statements as of and for the three and nine months ended June 30, 2018 . |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Jun. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements Assets/Liabilities Measured and Recorded at Fair Value on a Recurring Basis The Company has investments in derivative instruments consisting of interest rate caps and forward foreign currency contracts, which are valued using analyses obtained from independent third party valuation specialists based on market observable inputs, representing Level 2 assets. The fair values of the Company's interest rate caps and forward foreign currency contracts represent the estimated amounts the Company would receive or pay to terminate the contracts. Refer to Note 6 for further discussion and information on the interest rate caps and forward foreign currency contracts. The Company has a payment obligation to the participants under its Nonqualified Deferred Compensation Plan (“DCP”). This liability is recorded at fair value based on the underlying value of certain hypothetical investments under the DCP as designated by each participant for their benefit. Since the value of the DCP obligation is based on quoted market prices, the liability is classified within Level 1. Assets and liabilities measured and recorded at fair value on a recurring basis consisted of the following at June 30, 2018 : Fair Value at Reporting Date Using Balance as of June 30, 2018 Quoted Prices in Active Market for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Interest rate cap - derivative 9.4 — 9.4 — Forward foreign currency contracts 0.8 — 0.8 — Total $ 10.2 $ — $ 10.2 $ — Liabilities: Deferred compensation liabilities $ 49.5 $ 49.5 $ — $ — Total $ 49.5 $ 49.5 $ — $ — Assets Measured and Recorded at Fair Value on a Nonrecurring Basis The Company remeasures the fair value of certain assets and liabilities upon the occurrence of certain events. Such assets consist of cost-method equity investments and long-lived assets, including property, plant and equipment, intangible assets and goodwill. There were no such remeasurements to cost-method equity investments and property, plant and equipment for the three and nine months ended June 30, 2018 and July 1, 2017 . During the second quarter of fiscal 2018, the Company recorded impairment charges of $46.0 million and $685.7 million to write-off an in-process research and development intangible asset and goodwill, respectively, related to its Medical Aesthetic reportable segment. As a result of these charges, the remaining carrying value of each asset is zero . The goodwill impairment charge is a Level 3 measurements. See Note 3 and 14 for additional information. Disclosure of Fair Value of Financial Instruments The Company’s financial instruments mainly consist of cash and cash equivalents, accounts receivable, cost-method equity investments, interest rate caps, forward foreign currency contracts, insurance contracts, DCP liability, accounts payable and debt obligations. The carrying amounts of the Company’s cash equivalents, accounts receivable and accounts payable approximate their fair value due to the short-term nature of these instruments. The Company’s interest rate caps and forward foreign currency contracts are recorded at fair value. The carrying amount of the insurance contracts are recorded at the cash surrender value, as required by U.S. GAAP, which approximates fair value, and the related DCP liability is recorded at fair value. The Company believes the carrying amounts of its cost-method equity investments approximate fair value. Amounts outstanding under the Company’s Amended and Restated Credit Agreement and Securitization Program of $1.7 billion and $219.8 million aggregate principal, respectively, as of June 30, 2018 are subject to variable interest rates, which are based on current market rates, and as such, the Company believes the carrying amount of these obligations approximates fair value. The Company’s 2025 Senior Notes and 2028 Senior Notes had fair values of $907.8 million and $377.3 million , respectively, as of June 30, 2018 based on their trading prices, representing Level 1 measurements. Refer to Note 5 for the carrying amounts of the various components of the Company’s debt. |
Business Combinations
Business Combinations | 9 Months Ended |
Jun. 30, 2018 | |
Business Combinations [Abstract] | |
Business Combinations | Business Combinations Cynosure, Inc. On March 22, 2017, the Company completed the acquisition of Cynosure. Each share of common stock of Cynosure outstanding immediately prior to the effective time of the acquisition was canceled and converted into the right to receive $66.00 in cash. In addition, all outstanding restricted stock units, performance stock units, and stock options were canceled and converted into the right to receive $66.00 per share in cash less any applicable exercise price. The acquisition was funded through available cash, and the total purchase price was $1.66 billion . The Company incurred $18.8 million of transaction costs, which were recorded within general and administrative expenses. Cynosure, headquartered in Westford, Massachusetts, develops, manufactures, and markets aesthetic treatment systems that enable plastic surgeons, dermatologists and other medical practitioners to perform non-invasive and minimally invasive procedures to remove hair, treat vascular and benign pigmented lesions, remove multi-colored tattoos, revitalize the skin, reduce fat through laser lipolysis, reduce cellulite, clear nails infected by toe fungus, ablate sweat glands and improve women’s health. Cynosure also markets radiofrequency (RF) energy-sourced medical devices for precision surgical applications such as facial plastic and general surgery, gynecology, ear, nose, and throat procedures, ophthalmology, oral and maxillofacial surgery, podiatry and proctology. Cynosure's results of operations are reported in the Company's Medical Aesthetics reportable segment from the date of acquisition. The total purchase price was allocated to Cynosure’s tangible and ident ifiable intangible assets and liabilities based on the estimated fair values of those assets as of March 22, 2017, as set forth below . The p urchase price allocation is as follows: Cash $ 107.2 Marketable securities 82.9 Accounts receivable 40.2 Inventory 120.0 Property, plant and equipment 44.1 Other assets and liabilities, net 11.9 Accounts payable and accrued expenses (76.6 ) Deferred revenue (11.2 ) Capital lease obligation (25.2 ) Identifiable intangible assets: Developed technology 736.0 In-process research and development 107.0 Distribution agreement 42.0 Customer relationships 35.0 Trade names 74.0 Deferred income taxes, net (315.2 ) Goodwill 685.7 Purchase Price $ 1,657.8 In performing the purchase price allocation, the Company considered, among other factors, the intended future use of acquired assets, analysis of historical financial performance and estimates of future performance of Cynosure’s business. As part of the purchase price allocation, the Company determined the identifiable intangible assets were developed technology, in-process research and development ("IPR&D"), a distribution agreement, customer relationships and trade names. The fair value of the intangible assets was estimated using the income approach, and the cash flow projections were discounted using rates ranging from 11% to 12% , except for the IPR&D assets for which the Company used a range of 14% to 22% . The cash flows were based on estimates used to price the transaction, and the discount rates applied were benchmarked with reference to the implied rate of return from the transaction model and the weighted average cost of capital. The developed technology assets are comprised of know-how, patents and technologies embedded in Cynosure's products and relate to currently marketed products. The developed technology assets primarily comprise the significant product families of Cynosure, primarily SculpSure, Icon, and PicoSure. IPR&D projects related to in-process projects that had not reached technological feasibility as of the acquisition date and had no alternative future use. The primary basis for determining technological feasibility of these projects is obtaining regulatory approval to market the underlying project or expected commercial release depending on the project. The Company recorded $107.0 million of IPR&D assets related to three projects, which were expected to be completed during fiscal 2018 and 2019 with a cost to complete of approximately $18.0 million . All of the IPR&D assets were valued using the multiple-period excess earnings method approach. During the fourth quarter of fiscal 2017, the Company obtained regulatory approval for two projects with an aggregate fair value of $61.0 million and these assets were reclassified to developed technology. The remaining project, which had an initial fair value of $46.0 million , was abandoned in the second quarter of fiscal 2018 due to unsuccessful clinical results. As a result, the Company recorded a $46.0 million impairment charge in the second quarter of fiscal 2018. The distribution agreement intangible asset relates to Cynosure's exclusive distribution rights for the MonaLisa Touch device in certain geographic regions. The customer relationships intangible asset pertains to Cynosure's relationships with its end customers and related service arrangements and distributors throughout the world. Trade names relate to the Cynosure corporate name and primary product names, and the Company used the Relief-from-Royalty Method to estimate the fair value of this asset. Developed technology, distribution agreement, customer relationships and trade names are being amortized on a straight-line basis over a weighted average period of 11.8 years, 8 years, 7.7 years and 8.9 years, respectively. The calculation of the excess of the purchase price over the estimated fair value of the tangible net assets and intangible assets acquired was recorded to goodwill. The factors contributing to the recognition of goodwill were based on several strategic and synergistic benefits that were expected to be realized from the Cynosure acquisition. These benefits included the expectation that the Company's entry into the aesthetics market would significantly broaden the Company's offering in women's health. The combined company was expected to benefit from a broader global presence, synergistic utilization of Hologic's direct sales force, primarily its GYN Surgical sales force, with certain Cynosure products, and the Company's entry into an adjacent cash-pay segment. During the second quarter of fiscal 2018, the Company identified indicators of impairment and performed an interim goodwill impairment analysis. This analysis resulted in the Company recording a goodwill impairment charge of $685.7 million in the second quarter of fiscal 2018. See Note 14 for additional information. In fiscal 2017 from the date of acquisition through July 1, 2017, Cynosure's revenue and pre-tax loss were $126.0 million and $51.4 million , respectively, which excludes acquisition expenses incurred by the Company. The pre-tax loss includes amortization expense, the impact of the step-up in inventory, retention and integration expenses including legal and consulting fees, and restructuring charges. The following unaudited pro forma information presents the combined financial results for the Company and Cynosure as if the acquisition of Cynosure had been completed at the beginning of the prior fiscal year, September 27, 2015 (the first day of fiscal 2016): Nine Months Ended July 1, 2017 (unaudited) Revenue $ 2,438.5 Net income $ 671.4 Basic earnings per common share $ 2.40 Diluted earnings per common share $ 2.35 The unaudited pro forma information for the nine months ended July 1, 2017 was calculated after applying the Company's accounting policies and the impact of acquisition date fair value adjustments. Fiscal 2017 unaudited pro forma net income was adjusted to exclude acquisition-related transaction costs and restructuring costs solely related to the consolidation of the Medical Aesthetics business, which would have been included in fiscal 2016 unaudited pro forma net income. In addition, the fiscal 2017 unaudited pro forma net income was adjusted to exclude expenses related to the fair value adjustments associated with the acquisition of Cynosure that were recorded by the Company. The pro forma condensed consolidated financial results have been prepared for comparative purposes only and include certain adjustments to reflect pro forma results of operations as if the acquisition occurred on September 27, 2015 (the beginning of fiscal 2016), such as increased amortization for the fair value of acquired intangible assets. The pro forma information does not reflect the effect of costs or synergies that would have been expected to result from the integration of the acquisition. The pro forma information does not purport to be indicative of the results of operations that actually would have resulted had the combination occurred at the beginning of the period presented, or of future results of the consolidated entities. Medicor Medical Supply On April 7, 2017, the Company completed the acquisition of MMS Medicor Medical Supplies GmbH ("Medicor") for a purchase price of $19.0 million , which includes a working capital adjustment of $2.0 million that was paid in the fourth quarter of fiscal 2017, and a hold-back of $1.9 million that is payable two years from the date of acquisition. Medicor was a long-standing distributor of the Company's Breast and Skeletal Health products in Germany, Austria and Switzerland. Based on the Company's valuation, it has allocated $5.4 million of the purchase price to intangible assets, which have a weighted average life of 7.7 years, and $8.9 million to goodwill. The remaining $4.7 million of purchase price was allocated to the acquired tangible assets and liabilities. Emsor, S.A. On December 11, 2017, the Company completed the acquisition of Emsor S.A. ("Emsor") for a purchase price of $16.3 million , which includes a hold-back of $0.5 million that is payable eighteen months from the date of acquisition, and contingent consideration which the Company has estimated at $4.9 million . The contingent consideration is payable upon Emsor achieving predefined amounts of cumulative revenue over a two year period from the date of acquisition. Emsor was a distributor of the Company's Breast and Skeletal Health products in Spain and Portugal. Based on the Company's preliminary valuation, it has allocated $4.6 million of the purchase price to the preliminary value of customer relationship intangible assets and $5.7 million to goodwill. The remaining $6.0 million of purchase price has been allocated to acquired tangible assets and liabilities. The allocation of the purchase price is preliminary as the Company continues to gather information supporting the acquired assets and liabilities. Subsequent Event On July 31, 2018, the Company completed the acquisition of Faxitron for an initial purchase price of approximately $85.0 million , which is subject to a working capital adjustment. Faxitron, headquartered in Tucson, Arizona, develops, manufactures, and markets digital radiography systems. Given that the acquisition closed on July 31, 2018, the Company determined it was impractical to provide all the disclosure required for a business combination pursuant to ASC 805, Business Combinations . |
Restructuring Charges
Restructuring Charges | 9 Months Ended |
Jun. 30, 2018 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Charges | Restructuring Charges The Company evaluates its operations for opportunities to improve operational effectiveness and efficiency, including facility and operations consolidation, and to better align expenses with revenues. In addition, the Company continually assesses its management and organizational structure. As a result of these assessments, the Company has undertaken various restructuring actions, which are described below. The following table displays charges related to these actions recorded in the fiscal 2018 year to date period ( nine months ended June 30, 2018 ) and fiscal 2017 (the year ended September 30, 2017) and a rollforward of the accrued balances from September 30, 2017 to June 30, 2018 : Fiscal 2018 Actions Fiscal 2017 Actions Fiscal 2016 Actions Total Restructuring Charges Fiscal 2017 charges: Workforce reductions $ — $ 8.5 $ — $ 8.5 Facility closure costs — — 4.8 4.8 Fiscal 2017 restructuring charges $ — $ 8.5 $ 4.8 $ 13.3 Fiscal 2018 charges: Workforce reductions $ 8.9 $ — $ — $ 8.9 Facility closure costs 0.9 — 1.6 2.5 Fiscal 2018 restructuring charges $ 9.8 $ — $ 1.6 $ 11.4 Fiscal 2018 Actions Fiscal 2017 Actions Fiscal 2016 Actions Other Total Rollforward of Accrued Restructuring Balance as of September 30, 2017 $ — $ 7.5 $ 3.7 $ 0.3 $ 11.5 Fiscal 2018 charges 9.8 — 1.6 — 11.4 Stock-based compensation (1.3 ) — — — (1.3 ) Severance payments and adjustments (3.5 ) (5.0 ) (0.2 ) — (8.7 ) Other payments — — (0.9 ) (0.2 ) (1.1 ) Balance as of June 30, 2018 $ 5.0 $ 2.5 $ 4.2 $ 0.1 $ 11.8 Fiscal 2018 Actions During the first, second and third quarters of fiscal 2018, the Company decided to terminate certain employees across the organization, including a corporate executive and primarily sales and marketing personnel in its Diagnostics and Medical Aesthetics reportable segments. The charges were recorded pursuant to ASC 712, Compensation-Nonretirement Postemployment Benefits (ASC 712) or ASC 420, Exit or Disposal Cost Obligations (ASC 420) depending on the employee. As such, the Company recorded severance and benefits charges of $3.8 million , $1.8 million and $2.3 million in the first, second and third quarters, respectively. Included within the first quarter charge is $1.3 million related to the modification of equity awards. During the third quarter of fiscal 2018, the Company finalized its decision and plan to consolidate its legacy international accounting and customer service organizations into its Manchester, UK location and will be eliminating these positions in Belgium, France, Italy, Spain and Germany. This transition is expected to take place through the first quarter of fiscal 2019 and upon completion these employees will be terminated. The Company has estimated the total charge for severance and benefits to be approximately $3.0 million and is recording severance and benefits pursuant to both ASC 712 and ASC 420 depending on the legal requirements on a country by country basis. During the third quarter of fiscal 2018, the Company recorded $0.8 million for severance and benefits. During the third quarter of fiscal 2018, the Company announced the closure of its Hicksville, New York facility where it manufactures certain Cynosure products. The manufacturing will be transferred to existing Company facilities. In connection with this plan, certain employees, primarily in manufacturing, will be terminated. The employees were notified of termination and related severance benefits in the third quarter of fiscal 2018. The Company is recording the severance and benefits charges pursuant to ASC 420, which are expected to be approximately $1.0 million . Employees are required to remain employed during the transition period and severance and benefits will be recorded ratably over the required service period. The Company recorded $0.2 million for severance and benefits in the third quarter of fiscal 2018. In the third quarter of fiscal 2018, the Company determined it will not use warehouse space located on Lyberty Way in Westford, Massachusetts. The Company met the cease use date criteria in the third quarter of fiscal 2018, and estimated the time period to sublet the space and related sublease rates resulting in a lease obligation charge of $0.9 million . Fiscal 2017 Actions In connection with its acquisition of Cynosure, the Company decided to terminate certain Cynosure executives in the second quarter of fiscal 2017 and recorded $1.5 million in severance and benefits charges. During the third and fourth quarters of fiscal 2017, the Company terminated additional executives and employees and recorded $4.3 million and $1.3 million , respectively, in severance and benefits charges. Fiscal 2016 Actions In connection with the closure of the Bedford, Massachusetts facility during the first quarter of fiscal 2017, the Company recorded $3.5 million for lease obligation charges related to the first floor of the facility as the Company determined it had met the cease-use date criteria. The Company made certain assumptions regarding the time period it would take to obtain a subtenant and the sublease rates it can obtain. During the third quarter of fiscal 2017, the Company updated its assumption regarding the time period it would take to obtain a subtenant at the Bedford location and as a result recorded an additional $1.3 million lease obligation charge. During the third quarter of fiscal 2018, the Company further adjusted its assumptions and lowered the estimate of the sublease income rate and extended the time period to obtain a sub-tenant. As a result, the Company recorded an additional charge of $1.6 million . These estimates may vary from the actual sublease agreements executed, if at all, resulting in an adjustment to the charge. The Company has vacated other portions of the building but not the entire facility, and at this time does not meet the cease-use date criteria to record additional restructuring charges for this facility. |
Borrowings and Credit Arrangeme
Borrowings and Credit Arrangements | 9 Months Ended |
Jun. 30, 2018 | |
Debt Disclosure [Abstract] | |
Borrowings and Credit Arrangements | Borrowings and Credit Arrangements The Company’s borrowings consisted of the following: June 30, September 30, Current debt obligations, net of debt discount and deferred issuance costs: Term Loan $ 65.4 $ 121.3 Revolver 240.0 345.0 Securitization Program 219.8 200.0 Convertible Notes — 484.5 Total current debt obligations $ 525.2 $ 1,150.8 Long-term debt obligations, net of debt discount and deferred issuance costs: Term Loan 1,394.3 1,190.5 2022 Senior Notes — 981.6 2025 Senior Notes 934.6 — 2028 Senior Notes 393.0 — Total long-term debt obligations $ 2,721.9 $ 2,172.1 Total debt obligations $ 3,247.1 $ 3,322.9 Amended and Restated Credit Agreement On October 3, 2017, the Company and certain of its domestic subsidiaries entered into an Amended and Restated Credit and Guaranty Agreement (the "Amended and Restated Credit Agreement") with Bank of America, N.A. in its capacity as Administrative Agent, Swing Line Lender and L/C Issuer, and certain other lenders from time to time party thereto. The Amended and Restated Credit Agreement amended and restated the Company's prior credit and guaranty agreement, originally dated as of May 29, 2015 (the "Prior Credit Agreement"). The proceeds under the Amended and Restated Credit Agreement of $1.8 billion were used, among other things, to pay off the Term Loan of $1.32 billion and the Revolver then outstanding under the Company's Prior Credit Agreement. The credit facilities (the “Amended and Restated Credit Facilities”) under the Amended and Restated Credit Agreement consist of: • A $1.5 billion secured term loan to the Company ("Amended Term Loan") with a maturity date of October 3, 2022; and • A secured revolving credit facility (the "Amended Revolver") under which the Company may borrow up to $1.5 billion , subject to certain sublimits, with a maturity date of October 3, 2022. Among other uses, the Company has used its Amended Revolver to make payments on its outstanding debt and to fund repurchases of its common stock. During the third quarter of fiscal 2018, the Company borrowed $250.0 million under its Amended Revolver to cash settle the conversions of its 2.00% Convertible Senior Notes due 2042 of which $165.0 million was repaid. As of June 30, 2018, the Company had $240.0 million outstanding under the Amended Revolver. Subsequent to June 30, 2018, the Company borrowed an additional net amount of $90.0 million . Borrowings under the Amended and Restated Credit Facilities bear interest, at the Company's option and in each case plus an applicable margin as follows: • Amended Term Loan : at the Base Rate, Eurocurrency Rate or LIBOR Daily Floating Rate (as defined in the Amended and Restated Credit Agreement), • Amended Revolver : if funded in U.S. dollars, the Base Rate, Eurocurrency Rate, or LIBOR Daily Floating Rate, and, if funded in an alternative currency, the Eurocurrency Rate; and if requested under the swing line sublimit, the Base Rate. The applicable margin to the Base Rate, Eurocurrency Rate, or LIBOR Daily Floating Rate is subject to specified changes depending on the total net leverage ratio as defined in the Amended and Restated Credit Agreement. The borrowings of the Amended Term Loan initially bear interest at an annual rate equal to the Eurocurrency Rate (i.e., the LIBOR rate) plus an Applicable Rate equal to 1.50% . The borrowings of the Amended Revolver initially bear interest at a rate equal to the LIBOR Daily Floating Rate plus an Applicable Rate equal to 1.50% . The Company is also required to pay a quarterly commitment fee calculated on the undrawn committed amount available under the Amended Revolver. The Company is required to make scheduled principal payments under the Amended Term Loan in increasing amounts ranging from $9.375 million per three -month period commencing with the three-month period ending on December 29, 2017 to $37.5 million per three-month period commencing with the three-month period ending on December 23, 2021. The remaining balance of the Amended Term Loan and any amounts outstanding under the Amended Revolver are due at maturity. In addition, subject to the terms and conditions set forth in the Amended and Restated Credit Agreement, the Company is required to make certain mandatory prepayments from the net proceeds of specified types of asset sales (subject to certain reinvestment rights), debt issuances and insurance recoveries (subject to certain reinvestment rights). These mandatory prepayments are required to be applied by the Company, first, to the Amended Term Loan, second, to any outstanding amount under any Swing Line Loans (as defined in the Amended and Restated Credit Agreement), third, to the Amended Revolver, fourth to prepay any outstanding reimbursement obligations with respect to Letters of Credit (as defined in the Amended and Restated Credit Agreement) and fifth, to cash collateralize any Letters of Credit. Subject to certain limitations, the Company may voluntarily prepay any of the Amended and Restated Credit Facilities without premium or penalty. Borrowings outstanding under the Amended and Restated Credit Agreement for the three and nine months ended June 30, 2018 had weighted-average interest rates of 3.41% and 3.11% , respectively, and under the Prior Credit Agreement for the three and nine months ended July 1, 2017 had weighted-average interest rates of 2.50% and 2.28% , respectively. The interest rate on the outstanding Amended Term Loan borrowing at June 30, 2018 was 3.59% . Interest expense under the Amended and Restated Credit Agreement aggregated $17.1 million and $43.3 million for the three and nine months ended June 30, 2018 , which includes non-cash interest expense of $0.7 million and $1.8 million , respectively, related to the amortization of the deferred issuance costs and accretion of the debt discount. Interest expense under the Prior Credit Agreement aggregated $10.5 million and $30.1 million for the three and nine months ended July 1, 2017 , which includes $1.0 million and $3.2 million of non-cash interest expense related to the amortization of the deferred issuance costs and accretion of the debt discount. The Amended and Restated Credit Agreement contains affirmative and negative covenants customarily applicable to senior secured credit facilities, including covenants restricting the ability of the Company, subject to negotiated exceptions, to incur additional indebtedness and grant additional liens on its assets, engage in mergers or acquisitions or dispose of assets, enter into sale-leaseback transactions, pay dividends or make other distributions, voluntarily prepay other indebtedness, enter into transactions with affiliated persons, make investments, and change the nature of their businesses. In addition, the Amended and Restated Credit Agreement requires the Company to maintain certain financial ratios. The Amended and Restated Credit Agreement also contains customary representations and warranties and events of default, including payment defaults, breach of representations and warranties, covenant defaults, cross defaults and an event of default upon a change of control of the Company. Borrowings are secured by first-priority liens on, and a first-priority security interest in, substantially all of the assets of the Company, with certain exceptions. For example, borrowings under the Amended and Restated Credit Agreement are not secured by those accounts receivable that are transferred to the special purpose entity under the Company's Accounts Receivable Securitization program. The Amended and Restated Credit Agreement contains total net leverage ratio and interest coverage ratio financial covenants measured as of the last day of each fiscal quarter and an excess cash flow prepayment requirement measured as of the end of each fiscal year. The total net leverage ratio was 5.00 :1.00 beginning on the Company's fiscal quarter ended December 30, 2017, and then decreases over time to 4.50 :1.00 for the quarter ending March 27, 2021. The interest coverage ratio was 3.75 :1.00 beginning on the Company's fiscal quarter ended December 30, 2017, and remains as such for each quarter thereafter. The total net leverage ratio is defined as the ratio of the Company's consolidated net debt as of the quarter end to its consolidated adjusted EBITDA (as defined in the Amended and Restated Credit Agreement) for the four -fiscal quarter period ending on the measurement date. The interest coverage ratio is defined as the ratio of the Company's consolidated adjusted EBITDA for the prior four-fiscal quarter period ending on the measurement date to adjusted consolidated cash interest expense (as defined in the Amended and Restated Credit Agreement) for the same measurement period. The Company was in compliance with these covenants as of June 30, 2018. The Company evaluated the Amended and Restated Credit Agreement for derivatives pursuant to ASC 815, Derivatives and Hedging , and identified embedded derivatives that required bifurcation as the features are not clearly and closely related to the host instrument. The embedded derivatives were a default provision, which could require additional interest payments, and a provision requiring contingent payments to compensate the lenders for changes in tax deductions. The Company determined that the fair value of these embedded derivatives was nominal as of June 30, 2018 . Pursuant to ASC 470, Debt (ASC 470), the accounting for entering into the Amended and Restated Credit Agreement and using the proceeds to pay off the Prior Credit Agreement was evaluated on a creditor-by-creditor basis to determine whether each transaction should be accounted for as a modification or extinguishment. Certain creditors under the Prior Credit Agreement did not participate in this refinancing transaction and ceased being creditors of the Company. As a result, the Company recorded a debt extinguishment loss of $1.0 million in the first quarter of fiscal 2018 to write-off the pro-rata amount of unamortized debt discount and deferred issuance costs related to these creditors. For the remainder of the creditors, this transaction was accounted for as a modification because on a creditor-by-creditor basis the present value of the cash flows between the two debt instruments before and after the transaction was less than 10% . Pursuant to ASC 470, subtopic 50-40, third-party costs of $1.7 million related to this transaction were recorded as interest expense and $4.9 million was recorded as a reduction to debt representing deferred issuance costs and debt discount for fees paid directly to the lenders. Senior Notes On October 10, 2017, the Company completed a private placement of $350 million aggregate principal amount of its 4.375% Senior Notes due 2025 (the "2025 Senior Notes") at an offering price of 100% of the aggregate principal amount of the 2025 Senior Notes. On January 19, 2018, the Company completed a private placement of $1.0 billion aggregate principal amount of senior notes, allocated between (i) an additional $600 million aggregate principal amounts of its 2025 Senior Notes pursuant to a supplement to the indenture governing the Company's existing 2025 Senior Notes at an offering price of 100% of the aggregate principal amount of the 2025 Senior Notes and (ii) $400 million aggregate principal amounts of its 4.625% Senior Notes due 2028 (the "2028 Senior Notes") at an offering price of 100% of the aggregate principal amount of the 2028 Senior Notes. 2022 Senior Notes The Company had 5.250% Senior Notes due 2022 (the “2022 Senior Notes”) outstanding and bore interest at the rate of 5.250% per year, payable semi-annually on January 15 and July 15 of each year. The Company recorded interest expense of $0.0 million and $21.1 million for the three and nine months ended June 30, 2018 , respectively, which included non-cash interest expense of $0.0 million and $1.5 million , respectively, related to the amortization of the deferred issuance costs and accretion of the debt discount. The Company used the net proceeds of the 2025 Senior Notes and the 2028 Senior Notes offering in January 2018 to redeem in full the 2022 Senior Notes in the aggregate principal amount of $1.0 billion on February 15, 2018 at an aggregate redemption price of $1.04 billion , including a make-whole provision payment $37.7 million . Since the Company planned to use the proceeds from the 2025 Senior Notes and the 2028 Senior Notes offering to redeem the 2022 Senior Notes, the Company evaluated the accounting for this transaction under ASC 470 to determine modification versus extinguishment accounting on a creditor-by-creditor basis. Certain 2022 Senior Note holders either did not participate in this refinancing transaction or reduced their holdings and these transactions were accounted for as extinguishments. As a result, the Company recorded a debt extinguishment loss in the second quarter of fiscal 2018 of $44.9 million , which comprised pro-rata amounts of the make-whole provision premium payment, debt discount and debt issuance costs. For the remaining 2022 Senior Notes holders who participated in the refinancing, these transactions were accounted for as modifications because on a creditor-by-creditor basis the present value of the cash flows between the debt instruments before and after the transaction was less than 10% . The Company recorded a portion of the transaction expenses of $2.6 million to interest expense pursuant to ASC 470, subtopic 50-40. The remaining debt issuance costs of $1.5 million and debt discount of $1.5 million related to the modified debt were allocated between the 2025 Senior Notes and 2028 Senior Notes on a pro-rata basis, and will be amortized over the life of the debt using the effective interest method. 2025 Senior Notes The total aggregate principal balance of 2025 Senior Notes is $950 million . The 2025 Senior Notes are general senior unsecured obligations of the Company and are guaranteed on a senior unsecured basis by certain domestic subsidiaries. The 2025 Senior Notes mature on October 15, 2025 and bear interest at the rate of 4.375% per year, payable semi-annually on April 15 and October 15 of each year, commencing on April 15, 2018. The Company recorded interest expense of $10.9 million and $23.8 million for the three and nine months ended June 30, 2018 , respectively, which includes non-cash interest expense of $0.5 million and $1.1 million , respectively, related to the amortization of the deferred issuance costs and accretion of the debt discount. The Company may redeem the 2025 Senior Notes at any time prior to October 15, 2020 at a price equal to 100% of the aggregate principal amount so redeemed, plus accrued and unpaid interest, if any, to the redemption date and a make-whole premium set forth in the indenture. The Company may also redeem up to 35% of the aggregate principal amount of the 2025 Senior Notes with the net cash proceeds of certain equity offerings at any time and from time to time before October 15, 2020, at a redemption price equal to 104.375% of the aggregate principal amount so redeemed, plus accrued and unpaid interest, if any, to the redemption date. The Company also has the option to redeem the 2025 Senior Notes on or after: October 15, 2020 through October 14, 2021 at 102.188% of par; October 15, 2021 through October 14, 2022 at 101.094% of par; and October 15, 2022 and thereafter at 100% of par. In addition, if the Company undergoes a change of control coupled with a decline in ratings, as provided in the indenture, the Company will be required to make an offer to purchase each holder’s 2025 Senior Notes at a price equal to 101% of their principal amount, plus accrued and unpaid interest, if any, to the repurchase date. 2028 Senior Notes The aggregate principal balance of the 2028 Senior Notes is $400 million . The 2028 Senior Notes are general senior unsecured obligations of the Company and are guaranteed on a senior unsecured basis by certain domestic subsidiaries. The 2028 Senior Notes mature on February 1, 2028 and bear interest at the rate of 4.625% per year, payable semi-annually on February 1 and August 1 of each year, commencing on August 1, 2018. The Company recorded interest expense of $4.8 million and $8.5 million , respectively, for the three and nine months ended June 30, 2018 which includes non-cash interest expense of $0.2 million and $0.3 million related to the amortization of the deferred issuance costs and accretion of the debt discount. The Company may redeem the 2028 Senior Notes at any time prior to February 1, 2023 at a price equal to 100% of the aggregate principal amount so redeemed, plus accrued and unpaid interest, if any, to the redemption date and a make-whole premium set forth in the indenture. The Company may also redeem up to 35% of the aggregate principal amount of the 2028 Senior Notes with the net cash proceeds of certain equity offerings at any time and from time to time before February 1, 2021, at a redemption price equal to 104.625% of the aggregate principal amount so redeemed, plus accrued and unpaid interest, if any, to the redemption date. The Company also has the option to redeem the 2028 Senior Notes on or after: February 1, 2023 through February 1, 2024 at 102.312% of par; February 1, 2024 through February 1, 2025 at 101.541% of par; February 1, 2025 through February 1, 2026 at 100.770% of par; and February 1, 2026 and thereafter at 100% of par. In addition, if the Company undergoes a change of control coupled with a decline in ratings, as provided in the indenture, the Company will be required to make an offer to purchase each holder’s 2028 Senior Notes at a price equal to 101% of their principal amount, plus accrued and unpaid interest, if any, to the repurchase date. Convertible Notes On various dates during the first quarter of fiscal 2018, the Company entered into privately negotiated repurchase transactions and extinguished $39.3 million principal amount of its 2.00% Convertible Senior Notes due 2042 (the "2042 Notes") for total payments of $52.8 million . This amount includes the conversion premium resulting from the Company's stock price on the date of the transactions being in excess of the conversion prices of $31.175 . As a result, on a gross basis, $13.4 million of the consideration paid was allocated to the reacquisition of the equity component of the original instrument, which was recorded net of deferred taxes of $3.8 million within additional paid-in-capital. On December 15, 2017, pursuant to the provisions of the indenture governing the Company's 2.00% Convertible Senior Notes due December 15, 2043 (the "2043 Notes"), the Company redeemed or repurchased an aggregate of $201.7 million in original principal amount of the 2043 Notes then outstanding for an aggregate repurchase price of $244.1 million , representing the then accreted principal amount of the 2043 Notes. The remaining $0.3 million in original principal amount of the 2043 Notes were converted, and the Company settled these conversions in cash in the second quarter of fiscal 2018. On January 29, 2018, the Company announced that pursuant to the terms of the indenture for the 2042 Notes, holders of the 2042 Notes had the option of requiring the Company to repurchase their 2042 Notes on March 1, 2018 at a repurchase price payable in cash equal to 100% of the accreted principal amount of the 2042 Notes, plus accrued and unpaid interest. The Company also announced on January 29, 2018 that, it had elected to redeem, on March 6, 2018, all of the then outstanding 2042 Notes at a redemption price payable in cash equal to 100% of the accreted principal amount of the 2042 Notes, plus accrued and unpaid interest. Holders also had the right to convert their 2042 Notes. During the second quarter of fiscal 2018, 2042 Notes in aggregate original principal amount of $200.5 million were surrendered for conversion and the Company cash settled these conversions for $243.3 million during April 2018. As a result, on a gross basis, $42.8 million of the consideration paid was allocated to the reacquisition of the equity component of the original instrument, which was recorded net of deferred taxes of $12.0 million within additional paid-in-capital. The remaining $5.5 million in original principal amount of the 2042 Notes was redeemed by the Company on March 6, 2018. The term "Convertible Notes" refers to the 2042 Notes and the 2043 Notes. Interest expense under the Convertible Notes was as follows: Three Months Ended Nine Months Ended June 30, July 1, June 30, July 1, Amortization of debt discount $ — $ 4.4 $ 3.5 $ 14.5 Amortization of deferred financing costs — 0.2 0.2 0.7 Principal accretion — 3.9 1.6 12.8 Non-cash interest expense — 8.5 5.3 28.0 2.00% accrued interest (cash) — 1.6 1.8 5.4 $ — $ 10.1 $ 7.1 $ 33.4 Accounts Receivable Securitization Program Effective April 20, 2018, the Company entered into an amendment to extend the Securitization Program an additional year to April 19, 2019. Under the amendment, the maximum borrowing amount increased from $200.0 million to $225.0 million . As of June 30, 2018, there was $219.8 million outstanding under this program. |
Derivatives
Derivatives | 9 Months Ended |
Jun. 30, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives | Derivatives Interest Rate Cap - Cash Flow Hedge The Company is exposed to certain risks arising from both its business operations and economic conditions. The Company manages its exposure to some of its interest rate risk through the use of interest rate caps, which are derivative financial instruments. The Company does not use derivatives for speculative purposes. For a derivative that is designated as a cash flow hedge, changes in the fair value of the derivative are recognized in accumulated other comprehensive income ("AOCI") to the extent the derivative is effective at offsetting the changes in the cash flows being hedged until the hedged item affects earnings. To the extent there is any hedge ineffectiveness, changes in fair value relating to the ineffective portion are immediately recognized in earnings in other income (expense), net in the Consolidated Statements of Operations. During fiscal 2017, the Company entered into separate interest rate cap agreements with multiple counter-parties to help mitigate the interest rate volatility associated with the variable interest rate on amounts borrowed under the term loan feature of its credit facilities (see Note 5). Interest rate cap agreements provide the right to receive cash if the reference interest rate rises above a contractual rate. The aggregate premium paid for the interest rate cap agreements was $1.9 million , which was the initial fair value of the instruments recorded in the Company's financial statements. During fiscal 2018, the Company entered into new separate interest rate cap agreements with multiple counter-parties to extend the expiration date of its hedges by an additional year. The aggregate premium paid for these interest rate cap agreements was $3.7 million , which was the initial fair value of the instruments recorded in the Company's financial statements. The critical terms of the interest rate caps were designed to mirror the terms of the Company’s LIBOR-based borrowings under its Prior Credit Agreement and Amended and Restated Credit Agreement and therefore are highly effective at offsetting the cash flows being hedged. The Company designated these derivatives as cash flow hedges of the variability of the LIBOR-based interest payments on $1.0 billion of principal, which will end on December 28, 2018 and December 27, 2019 for the interest rate cap agreements entered into in fiscal 2017 and fiscal 2018, respectively. As of June 30, 2018 , the Company determined that the existence of hedge ineffectiveness, if any, was immaterial, and all changes in the fair value of the interest rate caps were recorded in the Consolidated Statements of Comprehensive Income (Loss) as a component of AOCI. During the three and nine months ended June 30, 2018 and July 1, 2017 , the Company reclassified $0.4 million and $3.0 million , respectively, and $1.6 million and $4.9 million , respectively, from AOCI to the Consolidated Statements of Operations related to the interest rate cap agreements. The Company expects to similarly reclassify a loss of approximately $2.5 million from AOCI to the Consolidated Statements of Operations in the next twelve months. The aggregate fair value of these interest rate caps was $9.4 million and $4.8 million at June 30, 2018 and September 30, 2017 , respectively, and is included in Prepaid expenses and other current assets on the Company’s Consolidated Balance Sheet. Refer to Note 2 “Fair Value Measurements” above for related fair value disclosures. Forward Foreign Currency Contracts The Company enters into forward foreign currency exchange contracts to mitigate certain operational exposures from the impact of changes in foreign currency exchange rates. Such exposures result from the portion of the Company's operations that are denominated in currencies other than the U.S. dollar, primarily the Euro, the UK Pound, the Australian dollar, the Canadian dollar and the Japanese Yen. These foreign currency exchange contracts are entered into to support transactions made in the ordinary course of business and are not speculative in nature. The contracts are generally for periods of one year or less. The Company has not elected hedge accounting for any of the forward foreign currency contracts it has executed; however, the Company may seek to apply hedge accounting in future scenarios. The change in the fair value of these contracts is recognized directly in earnings as a component of other income (expense), net. During the three and nine months ended June 30, 2018 , the Company recorded net realized losses of $0.3 million and of $2.6 million , respectively, from settling forward foreign currency contracts and unrealized gains of $4.7 million and $4.5 million , respectively, on the mark-to-market for its outstanding forward foreign currency contracts. During the three and nine months ended July 1, 2017 , the Company recorded net realized gains of $1.1 million and $4.0 million , respectively, from settling forward fo reign currency contracts and an unrealized loss of $3.5 million and an unrealized gain of $1.1 million , respectively, on the mark-to-market for its outstanding forward foreign currency contracts. As of June 30, 2018 , the Company had outstanding forward foreign currency contracts that were not designated for hedge accounting and were used to hedge fluctuations in the U.S. dollar of forecasted transactions denominated in the Euro, UK Pound, Australian dollar, Canadian Dollar and Japanese Yen with an aggregate notional amount of $53.4 million . Financial Instrument Presentation The table below presents the fair value of the Company's derivative financial instruments as well as their classification on the balance sheet as of June 30, 2018 : Balance Sheet Location June 30, 2018 September 30, 2017 Assets: Derivative instruments designated as a cash flow hedge: Interest rate cap agreements Prepaid expenses and other current assets $ 6.4 $ 3.6 Interest rate cap agreements Other assets 3.0 1.2 $ 9.4 $ 4.8 Derivatives not designated as hedging instruments: Forward foreign currency contracts Prepaid expenses and other current assets $ 0.8 $ 0.4 Liabilities: Derivatives not designated as hedging instruments: Forward foreign currency contracts Accrued expenses $ — $ 4.0 The following table presents the unrealized gain (loss) recognized in AOCI related to the interest rate caps for the following reporting periods: Three Months Ended Nine Months Ended June 30, 2018 July 1, 2017 June 30, 2018 July 1, 2017 Amount of gain (loss) recognized in other comprehensive income, net of taxes: Interest rate cap agreements $ (0.5 ) $ (0.4 ) $ (4.1 ) $ 0.7 The following table presents the adjustment to fair value (realized and unrealized) recorded within Other income (expense), net in the Consolidated Statements of Operations for derivative instruments for which the Company did not elect hedge accounting: Derivatives not classified as hedging instruments Amount of Gain (Loss) Recognized in Income Three Months Ended June 30, 2018 Three Months Ended July 1, 2017 Nine Months Ended June 30, 2018 Nine Months Ended July 1, 2017 Forward foreign currency contracts $ 4.4 $ (2.4 ) $ 1.8 $ 5.1 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Jun. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Litigation and Related Matters On June 9, 2010, Smith & Nephew, Inc. ("Smith & Nephew") filed suit against Interlace Medical, Inc. ("Interlace"), which the Company acquired on January 6, 2011, in the United States District Court for the District of Massachusetts. The complaint alleged that the Interlace MyoSure hysteroscopic tissue removal device infringed U.S. patent 7,226,459 (the '459 patent). On November 22, 2011, Smith & Nephew filed suit against the Company in the United States District Court for the District of Massachusetts. The complaint alleged that use of the MyoSure tissue removal system infringed U.S. patent 8,061,359 (the '359 patent). Both complaints sought preliminary and permanent injunctive relief and unspecified damages. On September 4, 2012, following a two week trial, the jury returned a verdict of infringement of both the '459 and '359 patents and assessed damages of $4.0 million . A two-day bench trial regarding the Company’s assertion of inequitable conduct on the part of Smith & Nephew with regard to the '359 patent began on December 10, 2012 and oral arguments on the issue of inequitable conduct were presented on February 27, 2013. On June 27, 2013, the Court denied the Company’s motions related to inequitable conduct and allowed Smith & Nephew’s request for injunction, but ordered that enforcement of the injunction be stayed until final resolution, including appeal, of the current re-examinations of both patents at the United States Patent and Trademark Office (“USPTO”). The Court also rejected the jury’s damage award and ordered the parties to identify a mechanism for resolving the damages issue. The USPTO issued final decisions that the claims of the '459 and the '359 patents asserted as part of the litigation are not patentable, which decisions Smith & Nephew appealed to the U.S. Patent Trial and Appeal Board ("PTAB"). In 2016, the PTAB (i) affirmed the USPTO decision with respect to the '459 patent, holding that the claims at issue are invalid, and (ii) reversed the USPTO decision with respect to the '359 patent, holding that the claims at issue are not invalid. The Company and Smith & Nephew have appealed the decisions by the Patent Trial and Appeal Board on the '359 patent and the '459 patent, respectively, to the U.S. Court of Appeals for the Federal Circuit ("Court of Appeals"). In May 2016, Smith & Nephew divested its gynecology business to Covidien, as subsidiary of Medtronic, but Smith & Nephew remains a party in the litigation and reexaminations. On January 30, 2018, the Court of Appeals issued a decision in the '459 patent appeal that affirmed-in-part and reversed-in-part the PTAB ruling and remanded the matter to the PTAB for further proceedings. On March 14, 2018, the Court of Appeals issued a decision in the ‘359 patent appeal that affirmed the PTAB ruling, holding that the claims at issue are not invalid. In a joint status report filed on June 18, 2018, plaintiffs Smith & Nephew and Covidien notified the Court they would not seek injunctive relief. On July 11, 2018, the District Court of Massachusetts held a status conference to discuss the remaining issues to be decided by the Court. At the status conference, the Court invited the parties to file a supplemental briefing to address the impact of the ‘359 patent reexamination on liability issues and whether there is a need for a new trial on damages. At this time, based on available information regarding this litigation, the Company is unable to reasonably assess the outcome of this case. The Company believes a loss is not probable, however, it estimates the range of potential loss to be $0 to $100 million . On November 6, 2015, the Company filed a suit against Minerva Surgical, Inc. (“Minerva”) in the United States District Court for the District of Delaware, alleging that Minerva’s endometrial ablation device infringes U.S. Patent 6,872,183 (the '183 patent), U.S. Patent 8,998,898 and U.S. Patent 9,095,348 (the '348 patent). On December 14, 2015, the Company filed a motion for preliminary injunction against Minerva, seeking to enjoin Minerva from selling its endometrial ablation device pending a trial on the merits. On January 25, 2016, the Company amended the complaint to include claims against Minerva for unfair competition, deceptive trade practices and tortious interference with business relationships. On February 5, 2016, the Company filed a second amended complaint to additionally allege that Minerva’s endometrial ablation device infringes U.S. Patent 9,247,989 (the '989 patent). On March 4, 2016, in an answer to the Company’s complaint, Minerva also filed counterclaims against the Company, seeking declaratory judgment on the Company’s claims and asserting claims against the Company for unfair competition, deceptive trade practices, interference with contractual relationships, breach of contract and trade libel. On March 11, 2016, Minerva filed a motion for a preliminary injunction against the Company, seeking to enjoin the Company from making alleged false and deceptive statements about the Minerva product. On April 12, 2016, a preliminary injunction hearing was held related to the Company’s patent infringement claims and Minerva’s claims regarding the Company’s alleged false and deceptive statements. On June 2, 2016, the Court denied the Company’s motion for a preliminary injunction despite finding that Hologic had shown a likelihood of success on the merits regarding infringement of the ‘183 patent. The Court also denied Minerva’s request for preliminary injunction related to the Company’s alleged false and deceptive statements regarding the Minerva product. On April 24, 2017, the Court issued a Memorandum Order adopting the Company’s proposed construction of every disputed claim of the Hologic patents. On May 30, 2018, the Company elected to reduce its asserted claims by removing all claims from the ’989 Patent. On June 28, 2018, the Court granted the Company's summary judgment motions on infringement and no invalidity with respect to the ‘183 and ‘348 patents. The Court also granted Hologic’s motion for summary judgment on assignor estoppel, which bars Minerva’s invalidity defenses or any reliance on collateral findings regarding invalidity from inter partes review proceedings. The Court also denied all of Minerva’s defenses, including its motions for summary judgment on invalidity, non-infringement, no willfulness, and no unfair competition. On July 27, 2018, after a two-week trial, a jury returned a verdict that: (1) awarded the Company $4.8 million in damages for Minerva’s infringement; (2) found that Minerva’s infringement was not willful; and (3) found for the Company regarding Minerva’s counterclaims. Damages will continue to accrue until Minerva ceases its infringing conduct. Further, the Company will seek a permanent injunction prohibiting Minerva from selling infringing devices. On March 4, 2016, Minerva filed two petitions at the USPTO for inter partes review of the '348 patent. On September 12, 2016, the PTAB declined both petitions to review patentability of the ‘348 patent. On April 11, 2016, Minerva filed a petition for inter partes review of the '183 patent. On October 6, 2016, the PTAB granted the petition and instituted a review of the '183 patent. On December 15, 2017, the PTAB issued a final written decision invalidating all claims of the ‘183 patent. On February 9, 2018 the Company appealed this decision to the United States Court of Appeals for the Federal Circuit and, on June 20, 2018, the Company filed its opening appeal brief. On November 2, 2016, Minerva filed a petition for post-grant review of the '989 patent. On May 10, 2017, the PTAB granted the petition and instituted a review of the ‘989 patent. The Company filed a response to the petition on August 3, 2017. An oral argument was held on January 24, 2018. On May 8, 2018, the PTAB issued a final written decision invalidating all claims of the ‘989 patent. On July 10, 2018 the Company appealed this decision to United States Court of Appeals for the Federal Circuit. On April 11, 2017, Minerva Surgical, Inc. (“Minerva”) filed suit against the Company and Cytyc Surgical Products, LLC (“Cytyc”) in the United States District Court for the Northern District of California alleging that the Company’s and Cytyc’s NovaSure ADVANCED endometrial ablation device infringes Minerva’s U.S. patent 9,186,208. Minerva is seeking a preliminary and permanent injunction against the Company and Cytyc from selling this NovaSure device as well as enhanced damages and interest, including in lost profits, price erosion and/or royalty. On January 5, 2018, the Court denied Minerva's motion for a preliminary injunction. On February 2, 2018, at the parties’ joint request, this action was transferred to the District of Delaware. Trial is scheduled for July 20, 2020. At this time, based on available information regarding this litigation, the Company is unable to reasonably assess the ultimate outcome of this case or determine an estimate, or a range of estimates, of potential losses. In January 2012, Enzo Life Sciences, Inc. ("Enzo") filed suit against the Company's subsidiary, Gen-Probe Incorporated ("Gen-Probe"), in the United States District Court for the District of Delaware, alleging that certain of Gen-Probe’s diagnostics products, including products that incorporate Gen-Probe’s hybridization protection assay technology (HPA), which include the Aptima line of products, infringe Enzo’s U.S. patent 6,992,180 (the '180 patent). On March 6, 2012, Enzo filed suit against the Company in the United States District Court for the District of Delaware, alleging that products based on the Company's Invader chemistry platform, such as Cervista HPV HR and Cervista HPV 16/18, infringe the '180 patent. On July 16, 2012, Enzo amended its complaint to include additional products that include HPA or TaqMan reagent chemistry, including the Progensa, AccuProbe and Prodesse product lines. The Company counter-claimed for non-infringement, invalidity and unenforceability of the '180 patent. On September 30, 2013, Enzo filed its infringement contentions which added products including "Torch" probes (e.g., MilliPROBE Real-Time Detection System for Mycoplasma), PACE and certain Procleix assays. Both complaints sought preliminary and permanent injunctive relief and unspecified damages. Summary judgment and Daubert motions were filed by the parties on December 15, 2016. A hearing on the summary judgment motions was held on April 4, 2017, and on June 28, 2017, the Court ruled that the '180 patent was invalid for nonenablement. Final judgment was entered on July 19, 2017, and on August 18, 2017, Enzo filed a notice of appeal with the Court of Appeals for the Federal Circuit. Enzo’s opening appeal brief was filed on November 28, 2017, and the Company’s responsive brief was filed on March 9, 2018. Enzo’s reply brief was filed on April 20, 2018. At this time, based on available information regarding this litigation, the Company is unable to reasonably assess the ultimate outcome of this case or determine an estimate, or a range of estimates, of potential losses. On March 27, 2015, Enzo filed an additional suit against the Company in the United States District Court for the District of Delaware. The complaint alleges that certain additional Company molecular diagnostic products, including, inter alia, the Procleix Parvo/HAV assays and coagulation products, including the Invader Factor II test and the Invader Factor V test, also infringe the '180 patent. The complaint further alleged that certain of the Company’s molecular diagnostic products, including the Company’s Progensa PCA3, Aptima and Procleix products using target capture technology infringe Enzo’s U. S. Patent 7,064,197 (the '197 patent). On June 11, 2015, this matter was stayed pending the resolution of summary judgment motions in the other related suits involving the '197 patent. The litigation remains stayed. On March 30, 2016, Hologic filed two requests for inter partes review of the ‘197 patent at the USPTO. The USPTO instituted the two inter partes reviews on all challenged claims on October 4, 2016. Combined oral arguments for the two inter partes reviews were held on June 1, 2017. On September 28 and October 2, 2017, the PTAB issued final written decisions in the two inter partes reviews finding that all of the challenged claims of the ‘197 patent are unpatentable. In response to the final written decisions, Enzo filed notices of appeal on November 29, 2017, and the United States Court of Appeals for the Federal Circuit consolidated Enzo’s appeals on December 14, 2017. Enzo’s opening appeal brief was filed on April 27, 2018, and the Company’s responsive brief was filed on May 24, 2018. At this time, based on available information regarding this litigation and the related inter partes reviews, the Company is unable to reasonably assess the ultimate outcome of this case or determine an estimate, or a range of estimates, of potential losses. On October 3, 2016, Enzo filed an additional suit against the Company in the United States District Court for the District of Delaware. The complaint alleges that all of the Company's Progensa PCA3, Aptima and Procleix products infringe U.S. Patent 6,221,581 (the '581 patent). On November 28, 2016, the Company filed an answer and counterclaims of non-infringement, invalidity and unenforceability. On June 30, 2017, Hologic filed its initial invalidity contentions, which provide support for finding that the asserted claims of the '581 patent are invalid based on anticipation, obviousness, lack of adequate written description and enablement, and indefiniteness. On August 31, 2017, the Company and Enzo filed supplemental invalidity charts and supplemental infringement charts, respectively. The parties filed their proposed claim constructions on September 28, 2017. The Court granted Enzo’s motion to file an amended complaint adding Grifols Diagnostic Solutions Inc. and Grifols, S.A. (“Grifols”) as parties on November 9, 2017. The parties’ claim construction briefs were filed on May 24, 2018, and the parties’ responsive briefs were filed on June 11, 2018. On October 4, 2017, the Company filed for inter partes review of the ‘581 patent with the USPTO based on Enzo’s asserted claims. Enzo filed its preliminary response on January 19, 2018. On April 18, 2018, the USPTO denied the Company’s petition for inter partes review. On May 18, 2018, the Company filed a petition for rehearing of the USPTO denial order, and on June 11, 2018 Enzo filed a response to the Company’s petition. At this time, based on available information regarding this litigation and the related inter partes reviews, the Company is unable to reasonably assess the ultimate outcome of this case or determine an estimate, or a range of estimates, of potential losses. On February 3, 2017, bioMérieux, S.A. and bioMérieux, Inc. (collectively “bioMérieux”) filed suit against the Company in the United States District Court for the Middle District of North Carolina. The complaint alleged that the Company’s Aptima HIV-1 RNA Qualitative assay and Aptima HIV-1 Quant Dx assay, as well as products manufactured by the Company and sold to Grifols, S.A. and Grifols Diagnostic Solutions Inc. (“Grifols USA”) for resale under the names Procleix HIV-1/HCV assay, Procleix Ultrio assay, and Procleix Ultrio Plus assay, infringe U.S. Patent Nos. 8,697,352 and 9,074,262. On April 3, 2017, the Company and Grifols USA filed a Motion to dismiss asking the Court to dismiss the complaint in its entirety for bioMérieux’s failure to state a claim upon which relief can be granted. On June 9, 2017, Hologic and Grifols USA filed a supplemental motion to dismiss for improper venue. bioMérieux filed a response to the venue motion on June 30, 2017, and Hologic and Grifols USA responded by filing a brief in further support of their motion to dismiss for improper venue on July 14, 2017. On January 3, 2018, the district court judge for the Middle District of North Carolina granted the parties’ consent motion to transfer the case to Delaware. On March 26, 2018, the parties filed a joint letter with the Court providing a case description, proposed schedule, and checklist of significant topics. On April 16, 2018, bioMérieux filed its Initial Identification of Asserted Patents, Accused Products, and Damages Model. On May 31, 2018, the Company and Grifols filed a motion to sever and stay their arbitrable license defense. The Company filed for inter partes review of the asserted patents on February 6, 2018, and bioMérieux filed its preliminary responses on May 15, 2018 for U.S. Patent No. 8,697,352 and on June 11, 2018 for U.S. Patent No. 9,074,262. At this time, based on available information regarding this litigation, the Company is unable to reasonably assess the ultimate outcome of this case or determine an estimate, or range of estimates, of potential losses. On July 27, 2016, plaintiff ARcare, Inc., individually and as putative representative of a purported nationwide class, filed a complaint against Cynosure. The plaintiff alleges that Cynosure violated the Telephone Consumer Protection Act by: (i) sending fax advertisements that did not comply with statutory and Federal Communications Commission requirements that senders provide recipients with certain information about how to opt out from receiving faxed advertisements in the future; and (ii) sending unsolicited fax advertisements. The complaint sought damages, declaratory and injunctive relief, and attorneys’ fees on behalf of a purported class of all recipients of purported fax advertisements that the plaintiff alleges did not receive an adequate opt-out notice. On September 30, 2016, Cynosure answered the complaint and denied liability. On September 7, 2016, the plaintiff sent a demand letter seeking a class settlement for statutory damages under Massachusetts General Laws, Chapter 93A § 9 (“Chapter 93A”). On October 7, 2016, Cynosure responded denying any liability under Chapter 93A, but offering the plaintiff statutory damages of $25 on an individual basis. In March 2017, Cynosure and ARcare entered into a settlement agreement, subject to court approval, which requires Cynosure to pay settlement compensation of $8.5 million notwithstanding the number of claims filed. If approved, Cynosure would receive a full release from the settlement class concerning the conduct alleged in the complaint. As a result of the settlement agreement, Cynosure recorded a charge of $9.2 million , in the period ended December 31, 2016, which was accrued on the Company's balance sheet as of June 30, 2018 . On March 17, 2017, a purported shareholder of Cynosure, Michael Guido, filed an action against Cynosure in the Court of Chancery of the State of Delaware pursuant to Section 220 of the Delaware General Corporation Law seeking the production of certain books and records, including books and records related to the acquisition of Cynosure by Hologic. The action follows Cynosure’s rejection of Mr. Guido’s demand for these books and records on the ground that he had not met the requirements of the statute. In addition to books and records, the complaint seeks reasonable attorneys’ fees. The Company filed an answer to the complaint on April 10, 2017. On June 29, 2017, the parties agreed to stay all proceedings in the action and to suspend all the current deadlines in an attempt to resolve the matter. Hologic has since provided certain board minutes and materials to plaintiff's counsel on a Rule 408 "settlement purposes only" basis, and plaintiff's counsel is evaluating whether or not they intend to continue to pursue the action. At this time, based on available information regarding this matter, the Company is unable to reasonably assess the ultimate outcome of this case or determine an estimate, or range of estimates, of potential losses. On June 26 and 28, 2017, the Company filed suit against FUJIFILM Corp., FUJIFILM Medical Systems USA, Inc., and FUJIFILM Techno Products Co., Ltd. (collectively “Fujifilm”) in the United States District Court for the District of Connecticut and the United States International Trade Commission (“ITC”), respectively, alleging that Fujifilm’s Aspire Cristalle mammography system infringes U.S. Patent Nos. 7,831,296; 8,452,379; 7,688,940; and 7,986,765. The Company seeks preliminary and permanent injunctions and an exclusion order against Fujifilm from making, using, selling, offering for sale, or importing into the United States allegedly infringing product and also seeks enhanced damages and interest. A hearing was held at the ITC before an Administrative Law Judge (“ALJ”) from April 9, 2018 to April 13, 2018. On July 26, 2018, the ALJ issued an initial determination finding that Fujifilm infringed all of the patents brought to trial and rejected Fujifilm’s defenses against these patents. The ALJ recommended an exclusion order that prevents the importation of infringing Fujifilm products into the United States, as well as a cease-and-desist order preventing the further sale and marketing of infringing Fujifilm products in the United States. A final determination by the ITC is scheduled to issue by November 26, 2018. On March 2, 2018, FUJIFILM Corporation and FUJIFILM Medical Systems U.S.A., Inc. (collectively “Fujifilm”) filed suit against the Company in the United States District Court for the District of Delaware alleging that certain of the Company’s mammography systems infringe U.S. Patent Nos. 7,453,979; 7,639,779; RE44,367; and 8,684,948. Fujifilm further alleges that the Company violated United States antitrust laws and Delaware competition laws regarding the sale of certain of the Company’s mammography systems. Fujifilm seeks injunctive relief and unspecified monetary damages including statutory treble damages for certain claims. At this time, based on available information regarding this litigation, the Company is unable to reasonably assess the ultimate outcome of this case or determine an estimate, or a range of estimates, of potential losses. The Company is a party to various other legal proceedings and claims arising out of the ordinary course of its business. The Company believes that except for those matters described above there are no other proceedings or claims pending against it the ultimate resolution of which could have a material adverse effect on its financial condition or results of operations. In all cases, at each reporting period, the Company evaluates whether or not a potential loss amount or a potential range of loss is probable and reasonably estimable under ASC 450, Contingencies. Legal costs are expensed as incurred. |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 9 Months Ended |
Jun. 30, 2018 | |
Earnings Per Share [Abstract] | |
Net Income Per Share | Net Income (Loss) Per Share A reconciliation of basic and diluted share amounts is as follows: Three Months Ended Nine Months Ended June 30, July 1, June 30, July 1, Basic weighted average common shares outstanding 273,729 280,824 275,900 279,901 Weighted average common stock equivalents from assumed exercise of stock options and stock units 1,840 2,781 — 2,822 Incremental shares from Convertible Notes premium — 4,033 — 3,234 Diluted weighted average common shares outstanding 275,569 287,638 275,900 285,957 Weighted-average anti-dilutive shares related to: Outstanding stock options and stock units 3,326 1,688 4,982 1,657 Convertible notes — — 937 4 In those reporting periods in which the Company has reported net income, anti-dilutive shares include those stock options that either have an exercise price above the average stock price for the period or the stock options’ combined exercise price and average unrecognized stock compensation expense upon exercise is greater than the average stock price. In those reporting periods in which the Company has a net loss, anti-dilutive shares are comprised of the impact of those number of shares that would have been dilutive had the Company had net income plus the number of common stock equivalents that would be anti-dilutive had the company had net income. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Jun. 30, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation The following presents stock-based compensation expense in the Company’s Consolidated Statements of Income: Three Months Ended Nine Months Ended June 30, July 1, June 30, July 1, Cost of revenues $ 1.8 $ 2.3 $ 6.5 $ 8.7 Research and development 2.2 2.2 7.6 9.1 Selling and marketing 2.6 3.4 8.0 9.3 General and administrative 10.6 6.5 29.7 26.3 Restructuring — — 1.3 — $ 17.2 $ 14.4 $ 53.1 $ 53.4 The Company granted 1.7 million and 1.0 million stock options during the nine months ended June 30, 2018 and July 1, 2017 , respectively, with weighted-average exercise prices of $40.76 and $38.07 , respectively. There were 6.3 million options outstanding at June 30, 2018 with a weighted-average exercise price of $31.83 . The Company uses a binomial model to determine the fair value of its stock options. The weighted-average assumptions utilized to value these stock options are indicated in the following table: Three Months Ended Nine Months Ended June 30, July 1, June 30, July 1, Risk-free interest rate ** 1.8 % 2.1 % 1.8 % Expected volatility ** 36.5 % 35.3 % 36.6 % Expected life (in years) ** 4.7 4.7 4.7 Dividend yield ** — — — Weighted average fair value of options granted ** $ 14.40 $ 12.98 $ 12.33 ** There were no stock options granted in the three months ended June 30, 2018. The Company granted 0.8 million and 1.0 million restricted stock units (RSUs) during each of the nine months ended June 30, 2018 and July 1, 2017 , respectively, with weighted-average grant date fair values of $40.68 and $37.99 per unit, respectively. As of June 30, 2018 , there were 1.8 million unvested RSUs outstanding with a weighted-average grant date fair value of $37.99 per unit. In addition, the Company granted 0.6 million and 0.1 million performance stock units (PSUs) during the nine months ended June 30, 2018 and July 1, 2017 , respectively, to members of its senior management team, which have a weighted-average grant date fair value of $40.86 and $38.84 per unit, respectively. At June 30, 2018, there were 0.7 million unvested PSUs with a weighted-average grant date fair value of $39.98 per unit. Each recipient of PSUs is eligible to receive between zero and 200% of the target number of shares of the Company’s common stock at the end of three years provided the Company’s defined Return on Invested Capital metrics are achieved. The Company is recognizing compensation expense ratably over the required service period based on its estimate of the number of shares that will vest. If there is a change in the estimate of the number of shares that are probable of vesting, the Company cumulatively adjusts compensation expense in the period that the change in estimate is made. The Company also granted 0.3 million and 0.1 million market based awards (MSUs) to its senior management team during the nine months ended June 30, 2018 and July 1, 2017 , respectively. At June 30, 2018, there were 0.4 million unvested MSUs with a weighted-average grant date fair value of $48.98 per unit. Each recipient of MSUs is eligible to receive between zero and 200% of the target number of shares of the Company’s common stock at the end of three years based upon achieving a certain total shareholder return relative to a defined peer group. The MSUs were valued at $49.45 and $48.90 per share using the Monte Carlo simulation model. The Company is recognizing compensation expense for the MSUs ratably over the service period. At June 30, 2018 , there was $29.7 million and $78.9 million of unrecognized compensation expense related to stock options and stock units (comprised of RSUs and PSUs), respectively, to be recognized over a weighted-average period of 2.7 and 2.1 years, respectively. |
Disposition
Disposition | 9 Months Ended |
Jun. 30, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Dispositions | Disposition Blood Screening Business On December 14, 2016, the Company entered into a definitive agreement to sell the assets of its blood screening business to its long-time commercial partner, Grifols for a sales price of $1.85 billion in cash, subject to adjustment based on an estimated closing amount of inventory. The divestiture was completed on January 31, 2017, and the Company received $1.865 billion . The sale resulted in a gain of $899.7 million recorded in the second quarter of fiscal 2017 within operations in the Consolidated Statements of Operations. As a result of this disposition and proceeds received, the Company recorded a tax obligation of $649.5 million , which was paid in fiscal 2017. Upon the closing of the transaction, the Company's existing collaboration agreement with Grifols terminated, and a new collaboration agreement was executed as part of this transaction pursuant to which the Company provides certain research and development services to Grifols. In addition, the Company agreed to provide transition services to Grifols over the following two to three years depending on the nature of the respective service, including the manufacture of inventory. The Company also agreed to sell Panther instrumentation and certain supplies to Grifols as part of a long term supply agreement. In determining the accounting for the multiple elements of the overall arrangement, the Company allocated $13.1 million of the proceeds to these elements based on their estimated fair values. The Company determined this disposal did not qualify to be reported as a discontinued operation as the blood screening business was deemed not to be strategic to the Company and has not had and will not have a major effect on the Company's operations and financial results. Under the previous collaboration agreement, the Company performed research and development activities and manufacturing, while Grifols performed the commercial and distribution activities. The blood screening business was embedded within the Company's molecular diagnostics business, and the Company retains ownership and will continue to use the intellectual property for the underlying technology of its molecular diagnostics assays and instrumentation. Income from operations of the disposed business noted below represents the pretax profit of the business as it was operated prior to the date of disposition. The operating expenses include only those that were incurred directly by and were retained by the disposed business and are now incurred by Grifols. As noted above, the Company is performing a number of transition services and the financial impact from these services are not included in income from operations presented below. The Company is in effect serving as a contract manufacturer of assays for Grifols for a 2 to 3 year period from the date of disposal. For the three and nine month periods ended July 1, 2017 , revenue of the disposed business was $0.0 million and $96.5 million , respectively, and income from operations of the disposed business was $0.0 million and $45.8 million , respectively. Under the long term supply agreement, transition services agreement to manufacture assays and research and development services, the Company recorded revenue of $18.6 million and $42.5 million for the three and nine months ended June 30, 2018 . |
Other Balance Sheet Information
Other Balance Sheet Information | 9 Months Ended |
Jun. 30, 2018 | |
Balance Sheet Related Disclosures [Abstract] | |
Other Balance Sheet Information | Other Balance Sheet Information June 30, September 30, Inventories Raw materials $ 124.9 $ 95.7 Work-in-process 52.1 45.0 Finished goods 193.5 190.9 $ 370.5 $ 331.6 Property, plant and equipment Equipment $ 378.1 $ 357.9 Equipment under customer usage agreements 390.1 368.7 Building and improvements 173.5 172.0 Leasehold improvements 62.3 60.6 Land 46.4 46.3 Furniture and fixtures 20.7 20.8 1,071.1 1,026.3 Less – accumulated depreciation and amortization (609.6 ) (553.5 ) $ 461.5 $ 472.8 |
Business Segments and Geographi
Business Segments and Geographic Information | 9 Months Ended |
Jun. 30, 2018 | |
Segment Reporting [Abstract] | |
Business Segments and Geographic Information | Business Segments and Geographic Information The Company has five reportable segments: Diagnostics, Breast Health, Medical Aesthetics, GYN Surgical and Skeletal Health. Certain reportable segments represent an aggregation of operating units within each segment. The Company measures and evaluates its reportable segments based on segment revenues and operating income adjusted to exclude the effect of non-cash charges, such as intangible asset amortization expense, intangible asset and goodwill impairment charges, acquisition related fair value adjustments and integration expenses, restructuring, divestiture and facility consolidation charges and other one-time or unusual items. Identifiable assets for the five principal operating segments consist of inventories, intangible assets, goodwill, and property, plant and equipment. The Company fully allocates depreciation expense to its five reportable segments. The Company has presented all other identifiable assets as corporate assets. There were no inter-segment revenues during the three and nine months ended June 30, 2018 and July 1, 2017 . Segment information is as follows: Three Months Ended Nine Months Ended June 30, July 1, June 30, July 1, Total revenues: Diagnostics $ 294.2 $ 284.1 $ 858.5 $ 905.4 Breast Health 307.9 283.7 896.0 837.4 Medical Aesthetics 91.7 110.0 268.5 126.1 GYN Surgical 107.7 106.5 314.7 322.4 Skeletal Health 22.5 21.8 66.8 64.6 $ 824.0 $ 806.1 $ 2,404.5 $ 2,255.9 Income (loss) from operations: Diagnostics $ 32.3 $ 36.8 $ 103.1 $ 1,007.8 Breast Health 100.0 99.2 291.2 277.1 Medical Aesthetics (22.2 ) (45.4 ) (805.3 ) (69.9 ) GYN Surgical 22.9 25.6 71.1 52.9 Skeletal Health 0.1 (1.2 ) 3.0 (7.0 ) $ 133.1 $ 115.0 $ (336.9 ) $ 1,260.9 Depreciation and amortization: Diagnostics $ 64.6 $ 64.7 $ 193.4 $ 214.0 Breast Health 5.8 5.0 16.2 14.7 Medical Aesthetics 26.9 24.7 82.4 27.3 GYN Surgical 23.0 23.7 68.7 72.2 Skeletal Health 0.2 0.2 0.5 0.5 $ 120.5 $ 118.3 $ 361.2 $ 328.7 Capital expenditures: Diagnostics $ 12.8 $ 13.0 $ 38.7 $ 34.7 Breast Health 4.5 3.2 11.8 7.2 Medical Aesthetics 1.6 3.3 6.7 3.7 GYN Surgical 2.5 3.5 8.2 10.9 Skeletal Health 1.3 0.2 2.1 0.5 Corporate 2.0 1.1 6.0 17.0 $ 24.7 $ 24.3 $ 73.5 $ 74.0 June 30, September 30, Identifiable assets: Diagnostics $ 2,487.7 $ 2,621.6 Breast Health 866.1 824.0 Medical Aesthetics 939.1 1,751.2 GYN Surgical 1,434.2 1,494.6 Skeletal Health 28.1 25.5 Corporate 1,336.2 1,262.7 $ 7,091.4 $ 7,979.6 The Company had no customers that represented greater than 10% of consolidated revenues during the three and nine months ended June 30, 2018 and July 1, 2017 . The Company operates in the following major geographic areas as noted in the below chart. Revenue data is based upon customer location. Other than the United States, no single country accounted for more than 10% of consolidated revenues. The Company’s sales in Europe are predominantly derived from France, Germany and the United Kingdom. The Company’s sales in Asia-Pacific are predominantly derived from China, Australia and Japan. The “Rest of World” designation includes Canada, Latin America and the Middle East. Revenues by geography as a percentage of total revenues were as follows: Three Months Ended Nine Months Ended June 30, July 1, June 30, July 1, United States 74.9 % 76.7 % 75.0 % 78.1 % Europe 11.4 % 9.4 % 11.8 % 9.9 % Asia-Pacific 9.0 % 8.7 % 8.5 % 7.9 % Rest of World 4.7 % 5.2 % 4.7 % 4.1 % 100.0 % 100.0 % 100.0 % 100.0 % |
Income Taxes
Income Taxes | 9 Months Ended |
Jun. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes In accordance with ASC 740, Income Taxes (ASC 740), each interim period is considered integral to the annual period, and tax expense is measured using an estimated annual effective tax rate. An entity is required to record income tax expense each quarter based on its annual effective tax rate estimated for the full fiscal year and use that rate to provide for income taxes on a current year-to-date basis, adjusted for discrete taxable events that occur during the interim period. The Company’s effective tax rate for the three and nine months ended June 30, 2018 was a benefit of 7.2% and 67.0% , respectively, compared to a provision of 20.1% and 41.9% , respectively, for the corresponding periods in the prior year. For the current three month period, the effective tax rate was lower than the statutory tax rate primarily due to a revision in the provisional transition tax liability resulting from revising the estimate of the overall earnings and profits on which the transaction tax is based and earnings in jurisdictions subject to lower tax rates. For the current nine month period, the effective tax rate benefit was higher than the statutory tax rate primarily due to the favorable impact of the Tax Cuts and Jobs Act (the "Act") enacted on December 22, 2017, partially offset by the unfavorable impact of the Medical Aesthetic goodwill impairment charge, substantially all of which is non-deductible. As a result of the Act, U.S. corporations are subject to lower income tax rates, and the Company was required to remeasure its U.S. net deferred tax liabilities at a lower rate resulting in a net benefit of $354.5 million recorded in the provision for income taxes. For the three month period ended July 1, 2017, the effective tax rate was lower than the statutory tax rate primarily due to earnings in jurisdictions subject to lower tax rates, the domestic production activities deduction benefit, stock compensation tax benefits and federal and state tax credits. For the nine month period ended July 1, 2017, the effective tax rate was higher than the statutory tax rate primarily due to the gain on the sale of the blood screening business as the tax basis of the assets sold was lower than the book basis, partially offset by earnings in jurisdictions subject to lower tax rates, the domestic production activities deduction benefit, the reversal of reserves from settling open audits, stock compensation tax benefits and federal and state tax credits. U.S. Tax Reform The Act reduces the U.S. federal corporate income tax rate from 35% to 21% , requires companies to pay a one-time transition tax on earnings of certain foreign subsidiaries that were previously tax deferred, and creates new taxes on certain foreign sourced earnings. As of June 30, 2018, the Company has not completed its accounting for the tax effects of enactment of the Act; however, as described below, the Company has made a reasonable estimate of the effects on its existing deferred tax balances and the one-time transition tax, and recognized a provisional net benefit of $354.5 million , which is included in income tax expense. On December 22, 2017, the SEC issued Staff Accounting Bulletin No. 118, Income Tax Accounting Implications of the Tax Cuts and Jobs Act (“SAB 118”) directing SEC registrants to consider the impact of the U.S. legislation as “provisional” when it does not have the necessary information available, prepared or analyzed (including computations) in reasonable detail to complete its accounting for the change in tax law. In accordance with SAB 118, the additional estimated net income tax benefit of $354.5 million represents the Company’s best estimate based on its interpretation of the U.S. legislation as the Company is still accumulating data to finalize the underlying calculations, or in certain cases, the U.S. Treasury is expected to issue further guidance on the application of certain provisions of the U.S. legislation. In the three months ended December 30, 2017, the Company revised its estimated annual effective rate to reflect a change in the federal statutory income tax rate from 35% to 21% . The rate change is administratively effective at the beginning of the Company’s fiscal year, resulting in a blended rate for the annual period. The Company's blended statutory income tax rate for fiscal 2018 is 24.5% . Deferred tax assets and liabilities : The Company re-measured certain deferred tax assets and liabilities based on the rates at which they are expected to reverse in the future, which is 24.5% for fiscal 2018 reversals and 21% for post-fiscal 2018 reversals. However, the Company is still analyzing certain aspects of the Act and refining its calculations, which could potentially affect the measurement of these balances or potentially give rise to new deferred tax amounts. The provisional net benefit amount recorded related to the re-measurement of the Company’s deferred tax balance was $354.5 million . Foreign tax effects : The one-time transition tax is based on the Company’s total post-1986 earnings and profits (E&P) which were previously deferred from U.S. income taxes. In the first quarter of fiscal 2018, the Company recorded a provisional amount for the one-time transition tax liability related to the deemed repatriation of the earnings of its foreign subsidiaries, resulting in an increase in income tax expense of $26.0 million . In the third quarter of fiscal 2018, the Company revised its initial estimate of the overall E&P on which the transition tax is based and reversed the amount recorded in the first quarter. The Company has not yet finalized its calculation of the total post-1986 E&P for these foreign subsidiaries. Further, the transition tax is based in part on the amount of those earnings held in cash and other specified assets. This amount may change when the Company finalizes the calculation of its post-1986 foreign E&P previously deferred from U.S. federal taxation and finalizes the amounts held in cash or other specified assets. No additional income taxes have been provided for any remaining undistributed foreign earnings not subject to the transition tax and any additional outside basis difference inherent in these entities as these amounts continue to be indefinitely reinvested in foreign operations. The Company continues to evaluate this assertion in its ongoing analysis of the effects of tax reform on the Company's strategic initiatives. The Company believes that determining the amount of unrecognized deferred tax liability related to any remaining undistributed foreign earnings not subject to the transition tax and additional outside basis differences in these entities (i.e., basis differences in excess of those subject to the one time transition tax) is not practicable. Further, starting in fiscal 2019, the Act subjects a U.S. shareholder of a controlled foreign corporation to current tax on “global intangible low-taxed income” (GILTI) and establishes a tax on certain payments from corporations subject to US tax to related foreign persons, also referred to as base erosion and anti-abuse tax (BEAT). Because of the complexity of the new international tax provisions not applicable to the Company until fiscal 2019, the Company is continuing to evaluate these provisions of the Act and the application of ASC 740. Non-Income Tax Matters The Company is subject to tax examinations for value added, sales-based, payroll and other non-income tax items. A number of these examinations are ongoing in various jurisdictions. The Company takes certain non-income tax positions in the jurisdictions in which it operates pursuant to ASC 450. In the normal course of business, the Company's positions and conclusions related to its non-income tax positions could be challenged, resulting in assessments by governmental authorities. In January 2018, the Company settled an ongoing state tax audit for approximately $11.0 million , resulting in a reversal of $4.0 million recorded to general and administrative expenses in the first quarter of fiscal 2018. |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 9 Months Ended |
Jun. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Goodwill | Intangible Assets and Goodwill Intangible assets consisted of the following: Description As of June 30, 2018 As of September 30, 2017 Gross Carrying Value Accumulated Amortization Gross Carrying Value Accumulated Amortization Acquired intangible assets: Developed technology $ 4,528.8 $ 2,425.8 $ 4,528.7 $ 2,186.8 In-process research and development — — 46.0 — Customer relationships 557.4 420.0 552.8 393.8 Trade names 310.3 170.4 310.3 156.4 Distribution agreement 42.0 6.7 42.0 2.8 Non-competition agreements 1.5 0.5 1.5 0.1 Business licenses 2.4 2.2 2.4 2.2 Total acquired intangible assets $ 5,442.4 $ 3,025.6 $ 5,483.7 $ 2,742.1 Internal-use software 69.3 51.7 64.5 46.1 Capitalized software embedded in products 18.3 3.7 14.3 2.0 Total intangible assets $ 5,530.0 $ 3,081.0 $ 5,562.5 $ 2,790.2 The estimated remaining amortization expense of the Company's acquired intangible assets as of June 30, 2018 for each of the five succeeding fiscal years is as follows: Remainder of Fiscal 2018 $ 94.2 Fiscal 2019 $ 365.9 Fiscal 2020 $ 354.7 Fiscal 2021 $ 333.1 Fiscal 2022 $ 320.4 Goodwill During the second quarter of fiscal 2018, in connection with commencing its company-wide annual budgeting and strategic planning process, evaluating its current operating performance of its Medical Aesthetics reporting unit, and abandoning an in-process research and development project, the Company reduced its short term and long term revenue and operating income forecasts and determined that indicators of impairment existed in its Medical Aesthetics reporting unit. The Medical Aesthetics reporting unit is solely comprised of the Cynosure business, which the Company acquired on March 22, 2017. The updated forecast reflected significantly reduced volume and market penetration projections resulting in lower short-term and long-term profitability than expected at the time of the Cynosure acquisition. As a result of these current events and circumstances, the Company determined that it was more likely than not that this change would reduce the fair value of the reporting unit below its carrying amount. In performing the impairment test, the Company utilized the single step approach under Accounting Standards Update No. 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment (ASU 2017-04). The goodwill impairment test requires a comparison of the carrying value of the Medical Aesthetics reporting unit to its estimated fair value. To estimate the fair value of the reporting unit, the Company utilized the income approach. The income approach is based on a discounted cash flow (DCF) analysis and calculates the fair value by estimating the after-tax cash flows attributable to the reporting unit and then discounting the after-tax cash flows to present value using a risk-adjusted discount rate. Assumptions used in the DCF require significant judgment, including judgment about appropriate discount rates and terminal values, growth rates, and the amount and timing of expected future cash flows. The forecasted cash flows were based on the Company's most recent budget and strategic plan and for period beyond the strategic plan, the Company's estimates are based on assumed growth rates expected as of the measurement date. The Company believes its assumptions were consistent with the plans and estimates used to manage the underlying business. The discount rate used is intended to reflect the risks inherent in future cash flow projections and was based on an estimate of the weighted average cost of capital (WACC) of market participants relative to the reporting unit. The basis of fair value for Medical Aesthetics assumed the reporting unit would be purchased or sold in a non-taxable transaction, and the discount rate of 12.0% applied to the after-tax cash flows was consistent with that used in the purchase accounting performed in fiscal 2017. As a result of this analysis, the fair value of the Medical Aesthetic reporting unit was significantly below its carrying value, and the Company recorded a goodwill impairment charge of $685.7 million during the second quarter of fiscal 2018. This reporting unit now has a goodwill value of zero . The Company believes its assumptions used to determine the fair value of the reporting unit are reasonable. Actual operating results and the related cash flows of the reporting units could differ from the estimated operating results and related cash flows. Due to the presence of impairment indicators, the Company also performed an impairment test of this reporting unit’s long-lived assets. This impairment evaluation was based on expectations of future undiscounted cash flows compared to the carrying value of the long-lived assets. The Company’s cash flow estimates were consistent with those used in the goodwill impairment test discussed above. Based on this analysis, the undiscounted cash flows of the Medical Aesthetics long-lived assets were in excess of their carrying value and thus deemed to not be impaired. The Company believes its procedures for estimating future cash flows were reasonable and consistent with market conditions at the time of estimation. |
Product Warranties
Product Warranties | 9 Months Ended |
Jun. 30, 2018 | |
Guarantees [Abstract] | |
Product Warranties | Product Warranties Product warranty activity was as follows: Balance at Beginning of Period Provisions Acquired Settlements/ Adjustments Balance at End of Period Nine Months Ended: June 30, 2018 $ 17.0 $ 13.1 $ — $ (14.5 ) $ 15.6 July 1, 2017 $ 5.0 $ 12.1 $ 9.9 $ (9.3 ) $ 17.7 |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 9 Months Ended |
Jun. 30, 2018 | |
Accumulated Other Comprehensive Income [Abstract] | |
Accumulated Other Comprehensive Loss | Accumulated Other Comprehensive Loss The following tables summarize the changes in accumulated balances of other comprehensive loss for the periods presented: Three Months Ended June 30, 2018 Nine Months Ended June 30, 2018 Foreign Currency Translation Pension Plans Hedged Interest Rate Caps Total Foreign Currency Translation Marketable Securities Pension Plans Hedged Interest Rate Caps Total Beginning Balance $ (2.9 ) $ (1.0 ) $ 3.3 $ (0.6 ) $ (18.5 ) $ (0.4 ) $ (1.6 ) $ 4.3 $ (16.2 ) Other comprehensive income (loss) before reclassifications (17.9 ) — (0.5 ) (18.4 ) (2.3 ) — 0.6 (4.1 ) (5.8 ) Amounts reclassified to statement of income — — 0.4 0.4 — 0.4 — 3.0 3.4 Ending Balance $ (20.8 ) $ (1.0 ) $ 3.2 $ (18.6 ) $ (20.8 ) $ — $ (1.0 ) $ 3.2 $ (18.6 ) Three Months Ended July 1, 2017 Nine Months Ended July 1, 2017 Foreign Currency Translation Marketable Securities Pension Plans Hedged Interest Rate Caps Total Foreign Currency Translation Marketable Securities Pension Plans Hedged Interest Rate Caps Total Beginning Balance $ (38.4 ) $ (0.3 ) $ (2.5 ) $ 1.0 $ (40.2 ) $ (26.1 ) $ (0.3 ) $ (2.5 ) $ (3.4 ) $ (32.3 ) Other comprehensive income (loss) before reclassifications 11.6 — — (0.4 ) 11.2 (0.7 ) 2.4 — 0.7 2.4 Amounts reclassified to statement of income — — — 1.6 1.6 — (2.4 ) — 4.9 2.5 Ending Balance $ (26.8 ) $ (0.3 ) $ (2.5 ) $ 2.2 $ (27.4 ) $ (26.8 ) $ (0.3 ) $ (2.5 ) $ 2.2 $ (27.4 ) In the first quarter of fiscal 2017, one of the Company's cost-method equity investments became a marketable security, and the Company recorded the increase in value on a gross basis of $4.0 million to other comprehensive income. |
Share Repurchase
Share Repurchase | 9 Months Ended |
Jun. 30, 2018 | |
Equity [Abstract] | |
Share Repurchase | Share Repurchase On June 21, 2016, the Company's Board of Directors authorized the repurchase of up to $500.0 million of the Company's outstanding common stock over a five -year period. During the nine months ended June 30, 2018 , the Company repurchased 5.0 million shares of its common stock for total consideration of $187.3 million . As of June 30, 2018, $112.8 million remained available to be repurchased under this authorization. On June 13, 2018, the Company's Board of Directors authorized another share repurchase plan to repurchase up to $500.0 million of the Company's outstanding common stock. This share repurchase plan, which replaces the prior plan, is effective August 1, 2018 and expires on June 13, 2023. |
New Accounting Pronouncements
New Accounting Pronouncements | 9 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
New Accounting Pronouncements | New Accounting Pronouncements See Note 1 for Recently Adopted Accounting Pronouncements In October 2016, the FASB issued ASU No. 2016-16, Income Taxes (Topic 740). The guidance requires companies to recognize the income tax effects of intercompany sales and transfers of assets, other than inventory, in the income statement as income tax expense (or benefit) in the period in which the transfer occurs. The guidance is effective for annual periods beginning after December 15, 2017, and is applicable to the Company in fiscal 2019. Early adoption is permitted as of the beginning of an annual reporting period. The Company is currently evaluating the impact of the adoption of ASU 2016-16 on its consolidated financial position and results of operations. In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flow (Topic 230) . The guidance reduces diversity in how certain cash receipts and cash payments are presented and classified in the Statements of Cash Flows. Certain of ASU 2016-15 requirements are as follows: 1) cash payments for debt prepayment or debt extinguishment costs should be classified as cash outflows for financing activities, 2) contingent consideration payments made soon after a business combination should be classified as cash outflows for investing activities and cash payment made thereafter should be classified as cash outflows for financing up to the amount of the contingent consideration liability recognized at the acquisition date with any excess classified as operating activities, 3) cash proceeds from the settlement of insurance claims should be classified on the basis of the nature of the loss, 4) cash proceeds from the settlement of Corporate-Owned Life Insurance (COLI) Policies should be classified as cash inflows from investing activities and cash payments for premiums on COLI policies may be classified as cash outflows for investing activities, operating activities, or a combination of investing and operating activities, and 5) cash paid to a tax authority by an employer when withholding shares from an employee's award for tax-withholding purposes should be classified as cash outflows for financing activities. The guidance is effective for annual periods beginning after December 15, 2017, and is applicable to the Company in fiscal 2019. Early adoption is permitted. The adoption of ASU 2016-15 is not expected to have a material effect on the Company's consolidated financial statements. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326) . The guidance requires that financial assets measured at amortized cost be presented at the net amount expected to be collected. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis. The income statement reflects the measurement of credit losses for newly recognized financial assets, as well as the expected credit losses during the period. The measurement of expected credit losses is based upon historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. Credit losses relating to available-for-sale debt securities will be recorded through an allowance for credit losses rather than as a direct write-down to the security. The updated guidance is effective for annual periods beginning after December 15, 2019, and is applicable to the Company in fiscal 2021. Early adoption is permitted. The Company is currently evaluating the impact of the adoption of ASU 2016-13 on its consolidated financial position and results of operations. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). The guidance requires an entity to recognize a right-of-use asset and a lease liability for virtually all of its leases with terms of more than 12 months. Recognition, measurement and presentation of expenses will depend on classification as a finance or operating lease. The amendments also require certain quantitative and qualitative disclosures about leasing arrangements. In July 2018, the FASB issued ASU No. 2018-10, Codification Improvements to Topic 842, Leases , to clarify specific guidance issued in ASC 2016-02. The guidance for both ASU 2016-02 and ASU 2018-10 is effective for annual periods beginning after December 15, 2018, and is applicable to the Company in fiscal 2020. Early adoption is permitted. The updated guidance requires a modified retrospective adoption. The Company is currently evaluating the anticipated impact of the adoption of ASU 2016-02 and ASU 2018-10 on its consolidated financial position and results of operations. In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities . This guidance changes how entities measure equity investments that do not result in consolidation and are not accounted for under the equity method. Entities will be required to measure these investments at fair value at the end of each reporting period and recognize changes in fair value in net income. A practicability exception will be available for equity investments that do not have readily determinable fair values (e.g. cost method investments), however; the exception requires the Company to consider relevant transactions that can be reasonably known to identify any observable price changes that would impact the fair value . This guidance also changes certain disclosure requirements and other aspects of current U.S. GAAP. This guidance is effective for annual periods beginning after December 15, 2017, and is applicable to the Company in fiscal 2019 . Early adoption is permitted. The Company is currently evaluating the anticipated impact of the adoption of ASU 2016-01 on its consolidated financial position and results of operations. In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) , which provides guidance for revenue recognition. This ASU is applicable to any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets. ASU 2014-09 will supersede the revenue recognition requirements in Topic 605, Revenue Recognition , and most industry-specific guidance. The standard’s core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled to receive in exchange for those goods or services. In doing so, companies will need to use more judgment and make more estimates than under current U.S. GAAP. These judgments may include identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. ASU 2014-09 is effective prospectively for fiscal years, and interim reporting periods within those years, beginning after December 15, 2017, which is fiscal 2019 for the Company. The Company will adopt Topic 606 effective September 30, 2018 and has established a cross-functional team to evaluate and implement the new revenue recognition rules. The Company will adopt Topic 606 using the modified retrospective method but has not finalized evaluating the anticipated impact of the adoption of ASU 2014-09 on its consolidated financial position and results of operations. |
New Accounting Pronouncements (
New Accounting Pronouncements (Policies) | 9 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
New Accounting Pronouncements | New Accounting Pronouncements See Note 1 for Recently Adopted Accounting Pronouncements In October 2016, the FASB issued ASU No. 2016-16, Income Taxes (Topic 740). The guidance requires companies to recognize the income tax effects of intercompany sales and transfers of assets, other than inventory, in the income statement as income tax expense (or benefit) in the period in which the transfer occurs. The guidance is effective for annual periods beginning after December 15, 2017, and is applicable to the Company in fiscal 2019. Early adoption is permitted as of the beginning of an annual reporting period. The Company is currently evaluating the impact of the adoption of ASU 2016-16 on its consolidated financial position and results of operations. In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flow (Topic 230) . The guidance reduces diversity in how certain cash receipts and cash payments are presented and classified in the Statements of Cash Flows. Certain of ASU 2016-15 requirements are as follows: 1) cash payments for debt prepayment or debt extinguishment costs should be classified as cash outflows for financing activities, 2) contingent consideration payments made soon after a business combination should be classified as cash outflows for investing activities and cash payment made thereafter should be classified as cash outflows for financing up to the amount of the contingent consideration liability recognized at the acquisition date with any excess classified as operating activities, 3) cash proceeds from the settlement of insurance claims should be classified on the basis of the nature of the loss, 4) cash proceeds from the settlement of Corporate-Owned Life Insurance (COLI) Policies should be classified as cash inflows from investing activities and cash payments for premiums on COLI policies may be classified as cash outflows for investing activities, operating activities, or a combination of investing and operating activities, and 5) cash paid to a tax authority by an employer when withholding shares from an employee's award for tax-withholding purposes should be classified as cash outflows for financing activities. The guidance is effective for annual periods beginning after December 15, 2017, and is applicable to the Company in fiscal 2019. Early adoption is permitted. The adoption of ASU 2016-15 is not expected to have a material effect on the Company's consolidated financial statements. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326) . The guidance requires that financial assets measured at amortized cost be presented at the net amount expected to be collected. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis. The income statement reflects the measurement of credit losses for newly recognized financial assets, as well as the expected credit losses during the period. The measurement of expected credit losses is based upon historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. Credit losses relating to available-for-sale debt securities will be recorded through an allowance for credit losses rather than as a direct write-down to the security. The updated guidance is effective for annual periods beginning after December 15, 2019, and is applicable to the Company in fiscal 2021. Early adoption is permitted. The Company is currently evaluating the impact of the adoption of ASU 2016-13 on its consolidated financial position and results of operations. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). The guidance requires an entity to recognize a right-of-use asset and a lease liability for virtually all of its leases with terms of more than 12 months. Recognition, measurement and presentation of expenses will depend on classification as a finance or operating lease. The amendments also require certain quantitative and qualitative disclosures about leasing arrangements. In July 2018, the FASB issued ASU No. 2018-10, Codification Improvements to Topic 842, Leases , to clarify specific guidance issued in ASC 2016-02. The guidance for both ASU 2016-02 and ASU 2018-10 is effective for annual periods beginning after December 15, 2018, and is applicable to the Company in fiscal 2020. Early adoption is permitted. The updated guidance requires a modified retrospective adoption. The Company is currently evaluating the anticipated impact of the adoption of ASU 2016-02 and ASU 2018-10 on its consolidated financial position and results of operations. In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities . This guidance changes how entities measure equity investments that do not result in consolidation and are not accounted for under the equity method. Entities will be required to measure these investments at fair value at the end of each reporting period and recognize changes in fair value in net income. A practicability exception will be available for equity investments that do not have readily determinable fair values (e.g. cost method investments), however; the exception requires the Company to consider relevant transactions that can be reasonably known to identify any observable price changes that would impact the fair value . This guidance also changes certain disclosure requirements and other aspects of current U.S. GAAP. This guidance is effective for annual periods beginning after December 15, 2017, and is applicable to the Company in fiscal 2019 . Early adoption is permitted. The Company is currently evaluating the anticipated impact of the adoption of ASU 2016-01 on its consolidated financial position and results of operations. In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) , which provides guidance for revenue recognition. This ASU is applicable to any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets. ASU 2014-09 will supersede the revenue recognition requirements in Topic 605, Revenue Recognition , and most industry-specific guidance. The standard’s core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled to receive in exchange for those goods or services. In doing so, companies will need to use more judgment and make more estimates than under current U.S. GAAP. These judgments may include identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. ASU 2014-09 is effective prospectively for fiscal years, and interim reporting periods within those years, beginning after December 15, 2017, which is fiscal 2019 for the Company. The Company will adopt Topic 606 effective September 30, 2018 and has established a cross-functional team to evaluate and implement the new revenue recognition rules. The Company will adopt Topic 606 using the modified retrospective method but has not finalized evaluating the anticipated impact of the adoption of ASU 2014-09 on its consolidated financial position and results of operations. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Jun. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value Assets and Liabilities Measured on Recurring Basis | Assets and liabilities measured and recorded at fair value on a recurring basis consisted of the following at June 30, 2018 : Fair Value at Reporting Date Using Balance as of June 30, 2018 Quoted Prices in Active Market for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Interest rate cap - derivative 9.4 — 9.4 — Forward foreign currency contracts 0.8 — 0.8 — Total $ 10.2 $ — $ 10.2 $ — Liabilities: Deferred compensation liabilities $ 49.5 $ 49.5 $ — $ — Total $ 49.5 $ 49.5 $ — $ — |
Business Combinations (Tables)
Business Combinations (Tables) | 9 Months Ended |
Jun. 30, 2018 | |
Business Combinations [Abstract] | |
Purchase Price Allocation | The total purchase price was allocated to Cynosure’s tangible and ident ifiable intangible assets and liabilities based on the estimated fair values of those assets as of March 22, 2017, as set forth below . The p urchase price allocation is as follows: Cash $ 107.2 Marketable securities 82.9 Accounts receivable 40.2 Inventory 120.0 Property, plant and equipment 44.1 Other assets and liabilities, net 11.9 Accounts payable and accrued expenses (76.6 ) Deferred revenue (11.2 ) Capital lease obligation (25.2 ) Identifiable intangible assets: Developed technology 736.0 In-process research and development 107.0 Distribution agreement 42.0 Customer relationships 35.0 Trade names 74.0 Deferred income taxes, net (315.2 ) Goodwill 685.7 Purchase Price $ 1,657.8 |
Pro Forma Information | The following unaudited pro forma information presents the combined financial results for the Company and Cynosure as if the acquisition of Cynosure had been completed at the beginning of the prior fiscal year, September 27, 2015 (the first day of fiscal 2016): Nine Months Ended July 1, 2017 (unaudited) Revenue $ 2,438.5 Net income $ 671.4 Basic earnings per common share $ 2.40 Diluted earnings per common share $ 2.35 |
Restructuring Charges (Tables)
Restructuring Charges (Tables) | 9 Months Ended |
Jun. 30, 2018 | |
Restructuring and Related Activities [Abstract] | |
Charges Taken Related to Restructuring Actions | The following table displays charges related to these actions recorded in the fiscal 2018 year to date period ( nine months ended June 30, 2018 ) and fiscal 2017 (the year ended September 30, 2017) and a rollforward of the accrued balances from September 30, 2017 to June 30, 2018 : Fiscal 2018 Actions Fiscal 2017 Actions Fiscal 2016 Actions Total Restructuring Charges Fiscal 2017 charges: Workforce reductions $ — $ 8.5 $ — $ 8.5 Facility closure costs — — 4.8 4.8 Fiscal 2017 restructuring charges $ — $ 8.5 $ 4.8 $ 13.3 Fiscal 2018 charges: Workforce reductions $ 8.9 $ — $ — $ 8.9 Facility closure costs 0.9 — 1.6 2.5 Fiscal 2018 restructuring charges $ 9.8 $ — $ 1.6 $ 11.4 |
Charges Taken Related to Accrued Restructuring Actions | Fiscal 2018 Actions Fiscal 2017 Actions Fiscal 2016 Actions Other Total Rollforward of Accrued Restructuring Balance as of September 30, 2017 $ — $ 7.5 $ 3.7 $ 0.3 $ 11.5 Fiscal 2018 charges 9.8 — 1.6 — 11.4 Stock-based compensation (1.3 ) — — — (1.3 ) Severance payments and adjustments (3.5 ) (5.0 ) (0.2 ) — (8.7 ) Other payments — — (0.9 ) (0.2 ) (1.1 ) Balance as of June 30, 2018 $ 5.0 $ 2.5 $ 4.2 $ 0.1 $ 11.8 |
Borrowings and Credit Arrange30
Borrowings and Credit Arrangements (Tables) | 9 Months Ended |
Jun. 30, 2018 | |
Debt Disclosure [Abstract] | |
Company's Borrowings | The Company’s borrowings consisted of the following: June 30, September 30, Current debt obligations, net of debt discount and deferred issuance costs: Term Loan $ 65.4 $ 121.3 Revolver 240.0 345.0 Securitization Program 219.8 200.0 Convertible Notes — 484.5 Total current debt obligations $ 525.2 $ 1,150.8 Long-term debt obligations, net of debt discount and deferred issuance costs: Term Loan 1,394.3 1,190.5 2022 Senior Notes — 981.6 2025 Senior Notes 934.6 — 2028 Senior Notes 393.0 — Total long-term debt obligations $ 2,721.9 $ 2,172.1 Total debt obligations $ 3,247.1 $ 3,322.9 |
Interest Expense under Convertible Notes | Interest expense under the Convertible Notes was as follows: Three Months Ended Nine Months Ended June 30, July 1, June 30, July 1, Amortization of debt discount $ — $ 4.4 $ 3.5 $ 14.5 Amortization of deferred financing costs — 0.2 0.2 0.7 Principal accretion — 3.9 1.6 12.8 Non-cash interest expense — 8.5 5.3 28.0 2.00% accrued interest (cash) — 1.6 1.8 5.4 $ — $ 10.1 $ 7.1 $ 33.4 |
Derivatives (Tables)
Derivatives (Tables) | 9 Months Ended |
Jun. 30, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Assets at Fair Value | The table below presents the fair value of the Company's derivative financial instruments as well as their classification on the balance sheet as of June 30, 2018 : Balance Sheet Location June 30, 2018 September 30, 2017 Assets: Derivative instruments designated as a cash flow hedge: Interest rate cap agreements Prepaid expenses and other current assets $ 6.4 $ 3.6 Interest rate cap agreements Other assets 3.0 1.2 $ 9.4 $ 4.8 Derivatives not designated as hedging instruments: Forward foreign currency contracts Prepaid expenses and other current assets $ 0.8 $ 0.4 Liabilities: Derivatives not designated as hedging instruments: Forward foreign currency contracts Accrued expenses $ — $ 4.0 |
Schedule of Unrealized Loss Recognized in AOCI | The following table presents the unrealized gain (loss) recognized in AOCI related to the interest rate caps for the following reporting periods: Three Months Ended Nine Months Ended June 30, 2018 July 1, 2017 June 30, 2018 July 1, 2017 Amount of gain (loss) recognized in other comprehensive income, net of taxes: Interest rate cap agreements $ (0.5 ) $ (0.4 ) $ (4.1 ) $ 0.7 |
Schedule of Adjustment to Fair Value within the Consolidated Statements of Income | The following table presents the adjustment to fair value (realized and unrealized) recorded within Other income (expense), net in the Consolidated Statements of Operations for derivative instruments for which the Company did not elect hedge accounting: Derivatives not classified as hedging instruments Amount of Gain (Loss) Recognized in Income Three Months Ended June 30, 2018 Three Months Ended July 1, 2017 Nine Months Ended June 30, 2018 Nine Months Ended July 1, 2017 Forward foreign currency contracts $ 4.4 $ (2.4 ) $ 1.8 $ 5.1 |
Net Income (Loss) Per Share (Ta
Net Income (Loss) Per Share (Tables) | 9 Months Ended |
Jun. 30, 2018 | |
Earnings Per Share [Abstract] | |
Reconciliation of Basic and Diluted Share Amounts | A reconciliation of basic and diluted share amounts is as follows: Three Months Ended Nine Months Ended June 30, July 1, June 30, July 1, Basic weighted average common shares outstanding 273,729 280,824 275,900 279,901 Weighted average common stock equivalents from assumed exercise of stock options and stock units 1,840 2,781 — 2,822 Incremental shares from Convertible Notes premium — 4,033 — 3,234 Diluted weighted average common shares outstanding 275,569 287,638 275,900 285,957 Weighted-average anti-dilutive shares related to: Outstanding stock options and stock units 3,326 1,688 4,982 1,657 Convertible notes — — 937 4 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Jun. 30, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation Expense in Consolidated Statements of Operations | The following presents stock-based compensation expense in the Company’s Consolidated Statements of Income: Three Months Ended Nine Months Ended June 30, July 1, June 30, July 1, Cost of revenues $ 1.8 $ 2.3 $ 6.5 $ 8.7 Research and development 2.2 2.2 7.6 9.1 Selling and marketing 2.6 3.4 8.0 9.3 General and administrative 10.6 6.5 29.7 26.3 Restructuring — — 1.3 — $ 17.2 $ 14.4 $ 53.1 $ 53.4 |
Weighted-Average Assumptions Utilized to Value Stock Options | The Company uses a binomial model to determine the fair value of its stock options. The weighted-average assumptions utilized to value these stock options are indicated in the following table: Three Months Ended Nine Months Ended June 30, July 1, June 30, July 1, Risk-free interest rate ** 1.8 % 2.1 % 1.8 % Expected volatility ** 36.5 % 35.3 % 36.6 % Expected life (in years) ** 4.7 4.7 4.7 Dividend yield ** — — — Weighted average fair value of options granted ** $ 14.40 $ 12.98 $ 12.33 ** There were no stock options granted in the three months ended June 30, 2018. |
Other Balance Sheet Informati34
Other Balance Sheet Information (Tables) | 9 Months Ended |
Jun. 30, 2018 | |
Balance Sheet Related Disclosures [Abstract] | |
Other Balance Sheet Information of Inventories | June 30, September 30, Inventories Raw materials $ 124.9 $ 95.7 Work-in-process 52.1 45.0 Finished goods 193.5 190.9 $ 370.5 $ 331.6 |
Other Balance Sheet Information of Property, Plant and Equipment | Property, plant and equipment Equipment $ 378.1 $ 357.9 Equipment under customer usage agreements 390.1 368.7 Building and improvements 173.5 172.0 Leasehold improvements 62.3 60.6 Land 46.4 46.3 Furniture and fixtures 20.7 20.8 1,071.1 1,026.3 Less – accumulated depreciation and amortization (609.6 ) (553.5 ) $ 461.5 $ 472.8 |
Business Segments and Geograp35
Business Segments and Geographic Information (Tables) | 9 Months Ended |
Jun. 30, 2018 | |
Segment Reporting [Abstract] | |
Segment Information | Segment information is as follows: Three Months Ended Nine Months Ended June 30, July 1, June 30, July 1, Total revenues: Diagnostics $ 294.2 $ 284.1 $ 858.5 $ 905.4 Breast Health 307.9 283.7 896.0 837.4 Medical Aesthetics 91.7 110.0 268.5 126.1 GYN Surgical 107.7 106.5 314.7 322.4 Skeletal Health 22.5 21.8 66.8 64.6 $ 824.0 $ 806.1 $ 2,404.5 $ 2,255.9 Income (loss) from operations: Diagnostics $ 32.3 $ 36.8 $ 103.1 $ 1,007.8 Breast Health 100.0 99.2 291.2 277.1 Medical Aesthetics (22.2 ) (45.4 ) (805.3 ) (69.9 ) GYN Surgical 22.9 25.6 71.1 52.9 Skeletal Health 0.1 (1.2 ) 3.0 (7.0 ) $ 133.1 $ 115.0 $ (336.9 ) $ 1,260.9 Depreciation and amortization: Diagnostics $ 64.6 $ 64.7 $ 193.4 $ 214.0 Breast Health 5.8 5.0 16.2 14.7 Medical Aesthetics 26.9 24.7 82.4 27.3 GYN Surgical 23.0 23.7 68.7 72.2 Skeletal Health 0.2 0.2 0.5 0.5 $ 120.5 $ 118.3 $ 361.2 $ 328.7 Capital expenditures: Diagnostics $ 12.8 $ 13.0 $ 38.7 $ 34.7 Breast Health 4.5 3.2 11.8 7.2 Medical Aesthetics 1.6 3.3 6.7 3.7 GYN Surgical 2.5 3.5 8.2 10.9 Skeletal Health 1.3 0.2 2.1 0.5 Corporate 2.0 1.1 6.0 17.0 $ 24.7 $ 24.3 $ 73.5 $ 74.0 June 30, September 30, Identifiable assets: Diagnostics $ 2,487.7 $ 2,621.6 Breast Health 866.1 824.0 Medical Aesthetics 939.1 1,751.2 GYN Surgical 1,434.2 1,494.6 Skeletal Health 28.1 25.5 Corporate 1,336.2 1,262.7 $ 7,091.4 $ 7,979.6 |
Revenues by Geography | Revenues by geography as a percentage of total revenues were as follows: Three Months Ended Nine Months Ended June 30, July 1, June 30, July 1, United States 74.9 % 76.7 % 75.0 % 78.1 % Europe 11.4 % 9.4 % 11.8 % 9.9 % Asia-Pacific 9.0 % 8.7 % 8.5 % 7.9 % Rest of World 4.7 % 5.2 % 4.7 % 4.1 % 100.0 % 100.0 % 100.0 % 100.0 % |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 9 Months Ended |
Jun. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Intangible assets consisted of the following: Description As of June 30, 2018 As of September 30, 2017 Gross Carrying Value Accumulated Amortization Gross Carrying Value Accumulated Amortization Acquired intangible assets: Developed technology $ 4,528.8 $ 2,425.8 $ 4,528.7 $ 2,186.8 In-process research and development — — 46.0 — Customer relationships 557.4 420.0 552.8 393.8 Trade names 310.3 170.4 310.3 156.4 Distribution agreement 42.0 6.7 42.0 2.8 Non-competition agreements 1.5 0.5 1.5 0.1 Business licenses 2.4 2.2 2.4 2.2 Total acquired intangible assets $ 5,442.4 $ 3,025.6 $ 5,483.7 $ 2,742.1 Internal-use software 69.3 51.7 64.5 46.1 Capitalized software embedded in products 18.3 3.7 14.3 2.0 Total intangible assets $ 5,530.0 $ 3,081.0 $ 5,562.5 $ 2,790.2 |
Schedule of Estimated Amortization Expense | The estimated remaining amortization expense of the Company's acquired intangible assets as of June 30, 2018 for each of the five succeeding fiscal years is as follows: Remainder of Fiscal 2018 $ 94.2 Fiscal 2019 $ 365.9 Fiscal 2020 $ 354.7 Fiscal 2021 $ 333.1 Fiscal 2022 $ 320.4 |
Product Warranties (Tables)
Product Warranties (Tables) | 9 Months Ended |
Jun. 30, 2018 | |
Guarantees [Abstract] | |
Product Warranty Activity | Product warranty activity was as follows: Balance at Beginning of Period Provisions Acquired Settlements/ Adjustments Balance at End of Period Nine Months Ended: June 30, 2018 $ 17.0 $ 13.1 $ — $ (14.5 ) $ 15.6 July 1, 2017 $ 5.0 $ 12.1 $ 9.9 $ (9.3 ) $ 17.7 |
Accumulated Other Comprehensi38
Accumulated Other Comprehensive Loss (Tables) | 9 Months Ended |
Jun. 30, 2018 | |
Accumulated Other Comprehensive Income [Abstract] | |
Changes in Accumulated Other Comprehensive Income | The following tables summarize the changes in accumulated balances of other comprehensive loss for the periods presented: Three Months Ended June 30, 2018 Nine Months Ended June 30, 2018 Foreign Currency Translation Pension Plans Hedged Interest Rate Caps Total Foreign Currency Translation Marketable Securities Pension Plans Hedged Interest Rate Caps Total Beginning Balance $ (2.9 ) $ (1.0 ) $ 3.3 $ (0.6 ) $ (18.5 ) $ (0.4 ) $ (1.6 ) $ 4.3 $ (16.2 ) Other comprehensive income (loss) before reclassifications (17.9 ) — (0.5 ) (18.4 ) (2.3 ) — 0.6 (4.1 ) (5.8 ) Amounts reclassified to statement of income — — 0.4 0.4 — 0.4 — 3.0 3.4 Ending Balance $ (20.8 ) $ (1.0 ) $ 3.2 $ (18.6 ) $ (20.8 ) $ — $ (1.0 ) $ 3.2 $ (18.6 ) Three Months Ended July 1, 2017 Nine Months Ended July 1, 2017 Foreign Currency Translation Marketable Securities Pension Plans Hedged Interest Rate Caps Total Foreign Currency Translation Marketable Securities Pension Plans Hedged Interest Rate Caps Total Beginning Balance $ (38.4 ) $ (0.3 ) $ (2.5 ) $ 1.0 $ (40.2 ) $ (26.1 ) $ (0.3 ) $ (2.5 ) $ (3.4 ) $ (32.3 ) Other comprehensive income (loss) before reclassifications 11.6 — — (0.4 ) 11.2 (0.7 ) 2.4 — 0.7 2.4 Amounts reclassified to statement of income — — — 1.6 1.6 — (2.4 ) — 4.9 2.5 Ending Balance $ (26.8 ) $ (0.3 ) $ (2.5 ) $ 2.2 $ (27.4 ) $ (26.8 ) $ (0.3 ) $ (2.5 ) $ 2.2 $ (27.4 ) |
Basis of Presentation (Details)
Basis of Presentation (Details) $ in Millions | Sep. 30, 2017USD ($) |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Internal-use software | $ 18.4 |
Capitalized Computer Software, Net | $ 12.3 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value Assets and Liabilities Measured on Recurring Basis (Detail) $ in Millions | Jun. 30, 2018USD ($) |
Assets: | |
Assets measured at fair value on a recurring basis | $ 10.2 |
Liabilities: | |
Liabilities measured at fair value on a recurring basis | 49.5 |
Interest rate cap - derivative | |
Assets: | |
Assets measured at fair value on a recurring basis | 9.4 |
Forward foreign currency contracts | |
Assets: | |
Assets measured at fair value on a recurring basis | 0.8 |
Deferred compensation liabilities | |
Liabilities: | |
Liabilities measured at fair value on a recurring basis | 49.5 |
Quoted Prices in Active Market for Identical Assets (Level 1) | |
Assets: | |
Assets measured at fair value on a recurring basis | 0 |
Liabilities: | |
Liabilities measured at fair value on a recurring basis | 49.5 |
Quoted Prices in Active Market for Identical Assets (Level 1) | Interest rate cap - derivative | |
Assets: | |
Assets measured at fair value on a recurring basis | 0 |
Quoted Prices in Active Market for Identical Assets (Level 1) | Forward foreign currency contracts | |
Assets: | |
Assets measured at fair value on a recurring basis | 0 |
Quoted Prices in Active Market for Identical Assets (Level 1) | Deferred compensation liabilities | |
Liabilities: | |
Liabilities measured at fair value on a recurring basis | 49.5 |
Significant Other Observable Inputs (Level 2) | |
Assets: | |
Assets measured at fair value on a recurring basis | 10.2 |
Liabilities: | |
Liabilities measured at fair value on a recurring basis | 0 |
Significant Other Observable Inputs (Level 2) | Interest rate cap - derivative | |
Assets: | |
Assets measured at fair value on a recurring basis | 9.4 |
Significant Other Observable Inputs (Level 2) | Forward foreign currency contracts | |
Assets: | |
Assets measured at fair value on a recurring basis | 0.8 |
Significant Other Observable Inputs (Level 2) | Deferred compensation liabilities | |
Liabilities: | |
Liabilities measured at fair value on a recurring basis | 0 |
Significant Unobservable Inputs (Level 3) | |
Assets: | |
Assets measured at fair value on a recurring basis | 0 |
Liabilities: | |
Liabilities measured at fair value on a recurring basis | 0 |
Significant Unobservable Inputs (Level 3) | Interest rate cap - derivative | |
Assets: | |
Assets measured at fair value on a recurring basis | 0 |
Significant Unobservable Inputs (Level 3) | Forward foreign currency contracts | |
Assets: | |
Assets measured at fair value on a recurring basis | 0 |
Significant Unobservable Inputs (Level 3) | Deferred compensation liabilities | |
Liabilities: | |
Liabilities measured at fair value on a recurring basis | $ 0 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | |||||
Jun. 30, 2018 | Mar. 31, 2018 | Jul. 01, 2017 | Jun. 30, 2018 | Jul. 01, 2017 | Sep. 30, 2017 | Mar. 22, 2017 | |
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items] | |||||||
Impairment of indefinite intangible assets | $ 0 | $ 0 | $ 46,000,000 | $ 0 | |||
Goodwill impairment charge | 0 | $ 0 | 685,700,000 | $ 0 | |||
Carrying value of goodwill | 2,493,400,000 | 2,493,400,000 | $ 3,171,200,000 | ||||
Borrowed principal | 1,000,000,000 | 1,000,000,000 | |||||
Credit Agreement | |||||||
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items] | |||||||
Borrowed principal | 1,700,000,000 | 1,700,000,000 | |||||
Securitization Program | |||||||
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items] | |||||||
Borrowed principal | 219,800,000 | 219,800,000 | |||||
2025 Senior Notes | |||||||
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items] | |||||||
Fair value of debt instrument | 907,800,000 | 907,800,000 | |||||
2028 Senior Notes | |||||||
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items] | |||||||
Fair value of debt instrument | 377,300,000 | 377,300,000 | |||||
Medical Aesthetics | |||||||
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items] | |||||||
Goodwill impairment charge | $ 685,700,000 | ||||||
Carrying value of goodwill | 0 | 0 | |||||
Carrying value of indefinite-lived intangibles | $ 0 | $ 0 | |||||
In-process research and development | Medical Aesthetics | |||||||
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items] | |||||||
Impairment of indefinite intangible assets | 46,000,000 | ||||||
Cynosure | |||||||
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items] | |||||||
Carrying value of goodwill | $ 685,700,000 | ||||||
Cynosure | Medical Aesthetics | |||||||
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items] | |||||||
Goodwill impairment charge | $ 685,700,000 |
Business Combination - Narrativ
Business Combination - Narrative (Details) | Jul. 31, 2018USD ($) | Dec. 11, 2017USD ($) | Apr. 07, 2017USD ($) | Mar. 22, 2017USD ($)project$ / shares | Jun. 30, 2018USD ($) | Mar. 31, 2018USD ($) | Jul. 01, 2017USD ($) | Jul. 01, 2017USD ($) | Jun. 30, 2018USD ($) | Jul. 01, 2017USD ($) | Sep. 30, 2017USD ($)project |
Business Acquisition [Line Items] | |||||||||||
Gross Carrying Value | $ 5,530,000,000 | $ 5,530,000,000 | $ 5,562,500,000 | ||||||||
Goodwill impairment charge | 0 | $ 0 | 685,700,000 | $ 0 | |||||||
Revenues | 824,000,000 | 806,100,000 | 2,404,500,000 | 2,255,900,000 | |||||||
Income (loss) from operations | 133,100,000 | $ 115,000,000 | (336,900,000) | $ 1,260,900,000 | |||||||
Goodwill | 2,493,400,000 | 2,493,400,000 | 3,171,200,000 | ||||||||
Cynosure | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Purchase price (in dollars per share) | $ / shares | $ 66 | ||||||||||
Transaction costs | $ 18,800,000 | ||||||||||
Revenues | $ 126,000,000 | ||||||||||
Income (loss) from operations | $ 51,400,000 | ||||||||||
Goodwill | 685,700,000 | ||||||||||
Property, plant and equipment | 44,100,000 | ||||||||||
Medicor Medical Supply | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Cash paid | $ 19,000,000 | ||||||||||
Acquisition price adjustment | 2,000,000 | ||||||||||
Intangible Assets | $ 5,400,000 | ||||||||||
Weighted average period | 7 years 8 months 12 days | ||||||||||
Purchase price withheld | $ 1,900,000 | ||||||||||
Period for payment of contingent consideration liabilities | 2 years | ||||||||||
Goodwill | $ 8,900,000 | ||||||||||
Property, plant and equipment | $ 4,700,000 | ||||||||||
Emsor | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Intangible Assets | $ 4,600,000 | ||||||||||
Purchase price withheld | $ 500,000 | 4,900,000 | 4,900,000 | ||||||||
Period for payment of contingent consideration liabilities | 18 months | ||||||||||
Goodwill | 5,700,000 | 5,700,000 | |||||||||
Property, plant and equipment | 6,000,000 | 6,000,000 | |||||||||
Consideration transferred | $ 16,300,000 | ||||||||||
Period of cumulative revenue to trigger payment of contingent consideration liability | 2 years | ||||||||||
In-process research and development | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Gross Carrying Value | 0 | 0 | $ 46,000,000 | ||||||||
In-process research and development | Cynosure | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Intangible Assets | $ 107,000,000 | ||||||||||
Number of projects | project | 3 | 2 | |||||||||
Estimated costs to complete | $ 18,000,000 | ||||||||||
Developed technology | Cynosure | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Intangible Assets | $ 736,000,000 | ||||||||||
Gross Carrying Value | $ 61,000,000 | ||||||||||
Impaired Intangible Asset, Description | 46 | ||||||||||
Weighted average period | 11 years 9 months 18 days | ||||||||||
Distribution agreement | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Gross Carrying Value | 42,000,000 | 42,000,000 | 42,000,000 | ||||||||
Distribution agreement | Cynosure | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Intangible Assets | $ 42,000,000 | ||||||||||
Weighted average period | 8 years | ||||||||||
Customer relationships | Cynosure | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Intangible Assets | $ 35,000,000 | ||||||||||
Weighted average period | 7 years 8 months 12 days | ||||||||||
Trade names | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Gross Carrying Value | $ 310,300,000 | $ 310,300,000 | $ 310,300,000 | ||||||||
Trade names | Cynosure | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Intangible Assets | $ 74,000,000 | ||||||||||
Weighted average period | 8 years 10 months 24 days | ||||||||||
Goodwill [Member] | Cynosure | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Goodwill impairment charge | $ 685,700,000 | ||||||||||
Minimum | Other Intangible Assets | Cynosure | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Discount rate (as a percent) | 11.00% | ||||||||||
Minimum | In-process research and development | Cynosure | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Discount rate (as a percent) | 14.00% | ||||||||||
Maximum | Other Intangible Assets | Cynosure | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Discount rate (as a percent) | 12.00% | ||||||||||
Maximum | In-process research and development | Cynosure | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Discount rate (as a percent) | 22.00% | ||||||||||
Cynosure Shareholders | Cynosure | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Cash paid | $ 1,660,000,000 | ||||||||||
Subsequent Event | Faxitron [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Consideration transferred | $ 85,000,000 |
Business Combination - Purchase
Business Combination - Purchase Price Allocation (Details) - USD ($) $ in Millions | Jun. 30, 2018 | Sep. 30, 2017 | Mar. 22, 2017 |
Purchase Price Allocation [Line Items] | |||
Goodwill | $ 2,493.4 | $ 3,171.2 | |
Cynosure | |||
Purchase Price Allocation [Line Items] | |||
Cash | $ 107.2 | ||
Marketable securities | 82.9 | ||
Accounts receivable | 40.2 | ||
Inventory | 120 | ||
Property, plant and equipment | 44.1 | ||
Other assets and liabilities, net | 11.9 | ||
Accounts payable and accrued expenses | (76.6) | ||
Deferred revenue | (11.2) | ||
Capital lease obligation | (25.2) | ||
Deferred income taxes, net | (315.2) | ||
Goodwill | 685.7 | ||
Purchase Price | 1,657.8 | ||
Cynosure | Developed technology | |||
Purchase Price Allocation [Line Items] | |||
Intangible Assets | 736 | ||
Cynosure | In-process research and development | |||
Purchase Price Allocation [Line Items] | |||
Intangible Assets | 107 | ||
Cynosure | Distribution agreement | |||
Purchase Price Allocation [Line Items] | |||
Intangible Assets | 42 | ||
Cynosure | Customer relationships | |||
Purchase Price Allocation [Line Items] | |||
Intangible Assets | 35 | ||
Cynosure | Trade names | |||
Purchase Price Allocation [Line Items] | |||
Intangible Assets | $ 74 |
Business Combination - Pro Form
Business Combination - Pro Forma Information (Details) - Cynosure $ / shares in Units, $ in Millions | 9 Months Ended |
Jul. 01, 2017USD ($)$ / shares | |
Business Acquisition [Line Items] | |
Revenue | $ | $ 2,438.5 |
Net income | $ | $ 671.4 |
Basic earnings per common share (in dollars per share) | $ / shares | $ 2.40 |
Diluted earnings per common share (in dollars per share) | $ / shares | $ 2.35 |
Restructuring Charges - Charges
Restructuring Charges - Charges Taken Related to Restructuring Actions (Detail) - Restructuring - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Sep. 30, 2017 | |
Fiscal 2017 charges: | ||
Restructuring Cost and Reserve [Line Items] | ||
Workforce reductions | $ 8.5 | |
Facility closure costs | 4.8 | |
Fiscal restructuring charges | 13.3 | |
Fiscal 2018 charges: | ||
Restructuring Cost and Reserve [Line Items] | ||
Workforce reductions | $ 8.9 | |
Facility closure costs | 2.5 | |
Fiscal restructuring charges | 11.4 | |
Fiscal 2018 Actions | Fiscal 2017 charges: | ||
Restructuring Cost and Reserve [Line Items] | ||
Workforce reductions | 0 | |
Facility closure costs | 0 | |
Fiscal restructuring charges | 0 | |
Fiscal 2018 Actions | Fiscal 2018 charges: | ||
Restructuring Cost and Reserve [Line Items] | ||
Workforce reductions | 8.9 | |
Facility closure costs | 0.9 | |
Fiscal restructuring charges | 9.8 | |
Fiscal 2017 Actions | Fiscal 2017 charges: | ||
Restructuring Cost and Reserve [Line Items] | ||
Workforce reductions | 8.5 | |
Facility closure costs | 0 | |
Fiscal restructuring charges | 8.5 | |
Fiscal 2017 Actions | Fiscal 2018 charges: | ||
Restructuring Cost and Reserve [Line Items] | ||
Workforce reductions | 0 | |
Facility closure costs | 0 | |
Fiscal restructuring charges | 0 | |
Fiscal 2016 Actions | Fiscal 2017 charges: | ||
Restructuring Cost and Reserve [Line Items] | ||
Workforce reductions | 0 | |
Facility closure costs | 4.8 | |
Fiscal restructuring charges | $ 4.8 | |
Fiscal 2016 Actions | Fiscal 2018 charges: | ||
Restructuring Cost and Reserve [Line Items] | ||
Workforce reductions | 0 | |
Facility closure costs | 1.6 | |
Fiscal restructuring charges | $ 1.6 |
Restructuring Charges - Charg46
Restructuring Charges - Charges Taken Related to Accrued Restructuring Actions (Detail) - Restructuring $ in Millions | 9 Months Ended |
Jun. 30, 2018USD ($) | |
Fiscal 2017 charges: | |
Restructuring Reserve [Roll Forward] | |
Balance as of September 30, 2017 | $ 11.5 |
Fiscal 2017 charges: | Fiscal 2018 Actions | |
Restructuring Reserve [Roll Forward] | |
Balance as of September 30, 2017 | 0 |
Fiscal 2017 charges: | Fiscal 2017 Actions | |
Restructuring Reserve [Roll Forward] | |
Balance as of September 30, 2017 | 7.5 |
Fiscal 2017 charges: | Fiscal 2016 Actions | |
Restructuring Reserve [Roll Forward] | |
Balance as of September 30, 2017 | 3.7 |
Fiscal 2017 charges: | Other | |
Restructuring Reserve [Roll Forward] | |
Balance as of September 30, 2017 | 0.3 |
Fiscal 2018 charges: | |
Restructuring Reserve [Roll Forward] | |
Fiscal 2018 charges | 11.4 |
Stock-based compensation | (1.3) |
Severance payments and adjustments | (8.7) |
Other payments | (1.1) |
Balance as of June 30, 2018 | 11.8 |
Fiscal 2018 charges: | Fiscal 2018 Actions | |
Restructuring Reserve [Roll Forward] | |
Fiscal 2018 charges | 9.8 |
Stock-based compensation | (1.3) |
Severance payments and adjustments | (3.5) |
Other payments | 0 |
Balance as of June 30, 2018 | 5 |
Fiscal 2018 charges: | Fiscal 2017 Actions | |
Restructuring Reserve [Roll Forward] | |
Fiscal 2018 charges | 0 |
Stock-based compensation | 0 |
Severance payments and adjustments | (5) |
Other payments | 0 |
Balance as of June 30, 2018 | 2.5 |
Fiscal 2018 charges: | Fiscal 2016 Actions | |
Restructuring Reserve [Roll Forward] | |
Fiscal 2018 charges | 1.6 |
Stock-based compensation | 0 |
Severance payments and adjustments | (0.2) |
Other payments | (0.9) |
Balance as of June 30, 2018 | 4.2 |
Fiscal 2018 charges: | Other | |
Restructuring Reserve [Roll Forward] | |
Fiscal 2018 charges | 0 |
Stock-based compensation | 0 |
Severance payments and adjustments | 0 |
Other payments | (0.2) |
Balance as of June 30, 2018 | $ 0.1 |
Restructuring Charges - Additio
Restructuring Charges - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | |||||
Jun. 30, 2018 | Mar. 31, 2018 | Dec. 30, 2017 | Sep. 30, 2017 | Jul. 01, 2017 | Apr. 01, 2017 | |
Restructuring Cost and Reserve [Line Items] | ||||||
Severance charges | $ 2.3 | $ 1.8 | $ 3.8 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Plan Modification, Incremental Compensation Cost | 1.3 | |||||
International [Member] | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Severance charges | 0.8 | |||||
Estimated severance and benefits future costs | 3 | |||||
Hicksville [Member] | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Severance charges | 0.2 | |||||
Estimated severance and benefits future costs | 1 | |||||
Lyberty Way [Member] | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Facility closure costs | 0.9 | |||||
Cynosure | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Severance charges | $ 1.3 | $ 4.3 | $ 1.5 | |||
Bedford [Member] | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Facility closure costs | $ 1.6 | $ 3.5 | $ 1.3 |
Borrowings and Credit Arrange48
Borrowings and Credit Arrangements - Company's Borrowings (Detail) - USD ($) $ in Millions | Jun. 30, 2018 | Sep. 30, 2017 |
Debt Instrument [Line Items] | ||
Current portion of long-term debt | $ 525.2 | $ 1,150.8 |
Convertible Notes | 0 | 484.5 |
Total long-term debt obligations | 2,721.9 | 2,172.1 |
Total debt obligations | 3,247.1 | 3,322.9 |
Term Loan | ||
Debt Instrument [Line Items] | ||
Current portion of long-term debt | 65.4 | 121.3 |
Long term debt obligations. excluding convertible notes | 1,394.3 | 1,190.5 |
Revolver | ||
Debt Instrument [Line Items] | ||
Current portion of long-term debt | 240 | 345 |
Securitization Program | ||
Debt Instrument [Line Items] | ||
Current portion of long-term debt | 219.8 | 200 |
2022 Senior Notes | ||
Debt Instrument [Line Items] | ||
Long term debt obligations. excluding convertible notes | 0 | 981.6 |
2025 Senior Notes | ||
Debt Instrument [Line Items] | ||
Long term debt obligations. excluding convertible notes | 934.6 | 0 |
2028 Senior Notes | ||
Debt Instrument [Line Items] | ||
Long term debt obligations. excluding convertible notes | $ 393 | $ 0 |
Borrowings and Credit Arrange49
Borrowings and Credit Arrangements - Additional Information (Detail) | Jul. 10, 2018USD ($) | Jan. 19, 2018USD ($) | Oct. 10, 2017USD ($) | Jun. 30, 2018USD ($) | Mar. 31, 2018USD ($) | Dec. 30, 2017USD ($)$ / shares | Jul. 01, 2017USD ($) | Jun. 30, 2018USD ($) | Jul. 01, 2017USD ($) | Apr. 20, 2018USD ($) | Feb. 15, 2018USD ($) | Oct. 03, 2017USD ($) | Sep. 30, 2017USD ($) |
Debt Instrument [Line Items] | |||||||||||||
Proceeds from amounts borrowed under revolving credit line | $ 960,000,000 | $ 125,000,000 | |||||||||||
Cash paid for conversion of debt | 546,200,000 | 290,100,000 | |||||||||||
Current portion of long-term debt | $ 525,200,000 | 525,200,000 | $ 1,150,800,000 | ||||||||||
Non-cash interest expense amortization of debt discount and deferred financing costs | 13,100,000 | 38,900,000 | |||||||||||
Debt extinguishment losses | 0 | $ 2,600,000 | 45,900,000 | 2,600,000 | |||||||||
Payment of debt issuance costs | 23,500,000 | $ 0 | |||||||||||
Senior notes | $ 1,000,000,000 | $ 350,000,000 | |||||||||||
Borrowed principal | 1,000,000,000 | 1,000,000,000 | |||||||||||
Debt issuance costs | $ 1,500,000 | ||||||||||||
Debt discount | 1,500,000 | ||||||||||||
Adjustments to additional paid in capital, equity component of convertible debt | $ 13,400,000 | ||||||||||||
Deferred taxes, reacquisition of equity component | $ 12,000,000 | 3,800,000 | |||||||||||
Maximum borrowing under securitization program | $ 225,000,000 | 225,000,000 | |||||||||||
Amended Term Loan | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Proceeds from issuance of debt | 1,800,000,000 | ||||||||||||
Amended Term Loan | Percentage Added to Eurodollar Rate | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Basis spread on variable rate | 1.50% | ||||||||||||
Amended Revolver | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Maximum borrowing capacity | $ 1,500,000,000 | ||||||||||||
Amended Revolver | Subsequent Event | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Proceeds from amounts borrowed under revolving credit line | $ 90,000,000 | ||||||||||||
Amended Revolver | Percentage Added to Eurodollar Rate | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Basis spread on variable rate | 1.50% | ||||||||||||
Convertible Notes Payable | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Cash paid for conversion of debt | $ 165,000,000 | ||||||||||||
Revolver | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Proceeds from amounts borrowed under revolving credit line | $ 250,000,000 | ||||||||||||
Amended Credit Agreement | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Leverage ratio maximum | 5 | ||||||||||||
Decreased net leverage ratio pursuant to senior secured credit facility | 4.50 | ||||||||||||
Interest coverage ratio | 3.75 | ||||||||||||
Number of fiscal quarters ending on measurement date | 4 | ||||||||||||
Debt extinguishment losses | 1,000,000 | ||||||||||||
Maximum range of present value of cash flow percentage | 10.00% | ||||||||||||
Direct third party costs interest expense | 1,700,000 | ||||||||||||
Payment of debt issuance costs | 4,900,000 | ||||||||||||
Credit Agreement | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Repayments of secured debt | $ 1,320,000,000 | ||||||||||||
Weighted average interest rates | 3.41% | 2.50% | 3.11% | 2.28% | |||||||||
Interest rate | 3.59% | ||||||||||||
Interest expense | $ 17,100,000 | $ 10,500,000 | $ 43,300,000 | $ 30,100,000 | |||||||||
Non-cash interest expense amortization of debt discount and deferred financing costs | 700,000 | 1,000,000 | 1,800,000 | 3,200,000 | |||||||||
Borrowed principal | $ 1,700,000,000 | $ 1,700,000,000 | |||||||||||
2025 Senior Notes | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Stated interest rate | 4.375% | 4.375% | |||||||||||
2022 Senior Notes | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Stated interest rate | 5.25% | 5.25% | |||||||||||
Interest expense | $ 0 | $ 21,100,000 | |||||||||||
Non-cash interest expense amortization of debt discount and deferred financing costs | 0 | 1,500,000 | |||||||||||
Debt extinguishment losses | $ 44,900,000 | ||||||||||||
Direct third party costs interest expense | 2,600,000 | ||||||||||||
Senior notes | 1,000,000,000 | ||||||||||||
Offering price of principal amount | 1,040,000,000 | ||||||||||||
Make whole provision | $ 37,700,000 | ||||||||||||
2042 Notes | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Cash paid for conversion of debt | 243,300,000 | 52,800,000 | |||||||||||
Senior notes, face amount | $ 39,300,000 | ||||||||||||
Convertible debt conversion price | $ / shares | $ 31.175 | ||||||||||||
Adjustments to additional paid in capital, equity component of convertible debt | 42,800,000 | ||||||||||||
Repurchase amount | $ 200,500,000 | ||||||||||||
Debt instrument remaining to be redeemed | $ 5,500,000 | ||||||||||||
2043 Notes | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Cash paid for conversion of debt | 244,100,000 | ||||||||||||
Senior notes, face amount | 300,000 | ||||||||||||
Repurchase amount | $ 201,700,000 | ||||||||||||
Securitization Program | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Borrowed principal | 219,800,000 | 219,800,000 | |||||||||||
Maximum borrowing under securitization program | $ 200,000,000 | ||||||||||||
Amended Term Loan | Amended Credit Agreement | Minimum | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Periodic principal payment | $ 9,375,000 | ||||||||||||
Periodic principal payment period | 3 months | ||||||||||||
Amended Term Loan | Amended Credit Agreement | Maximum | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Periodic principal payment | $ 37,500,000 | ||||||||||||
Secured Term Loan | Amended Term Loan | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Maximum borrowing capacity | $ 1,500,000,000 | ||||||||||||
Revolver | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Current portion of long-term debt | 240,000,000 | 240,000,000 | 345,000,000 | ||||||||||
Convertible Notes Payable | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Interest expense | 0 | 10,100,000 | 7,100,000 | 33,400,000 | |||||||||
Non-cash interest expense amortization of debt discount and deferred financing costs | 0 | $ 8,500,000 | 5,300,000 | $ 28,000,000 | |||||||||
2025 Senior Notes | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Interest expense | 10,900,000 | 23,800,000 | |||||||||||
Non-cash interest expense amortization of debt discount and deferred financing costs | 500,000 | 1,100,000 | |||||||||||
Borrowed principal | 600,000,000 | ||||||||||||
Senior notes, face amount | 950,000,000 | 950,000,000 | |||||||||||
2028 Senior Notes | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Interest expense | 4,800,000 | 8,500,000 | |||||||||||
Non-cash interest expense amortization of debt discount and deferred financing costs | 200,000 | 300,000 | |||||||||||
Borrowed principal | 400,000,000 | ||||||||||||
Senior notes, face amount | $ 400,000,000 | $ 400,000,000 | |||||||||||
Senior Notes | 2025 Senior Notes | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Stated interest rate | 4.375% | 4.375% | |||||||||||
Offering price of principal amount | $ 1 | $ 1 | |||||||||||
Redemption price (as a percent) | 35.00% | ||||||||||||
Debt instrument percentage of redemption price second period | 104.375% | ||||||||||||
Debt instrument percentage of redemption price third period | 102.188% | ||||||||||||
Debt instrument percentage of redemption price fourth period | 101.094% | ||||||||||||
Debt instrument percentage of redemption price fifth period | 100.00% | ||||||||||||
Percentage price of principal amount for repurchase of senior notes | 101.00% | ||||||||||||
Senior Notes | 2028 Senior Notes | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Stated interest rate | 4.625% | 4.625% | 4.625% | ||||||||||
Offering price of principal amount | $ 1 | $ 1 | |||||||||||
Redemption price (as a percent) | 35.00% | ||||||||||||
Debt instrument percentage of redemption price second period | 104.625% | ||||||||||||
Debt instrument percentage of redemption price third period | 102.312% | ||||||||||||
Debt instrument percentage of redemption price fourth period | 101.541% | ||||||||||||
Debt instrument percentage of redemption price fifth period | 100.77% | ||||||||||||
Debt instrument percentage redemption price sixth period | 100.00% | ||||||||||||
Percentage price of principal amount for repurchase of senior notes | 101.00% | ||||||||||||
Convertible Debt | 2042 Notes | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Stated interest rate | 2.00% | 2.00% | 2.00% | ||||||||||
Redemption price, percentage of principal redeemed | 100.00% | ||||||||||||
Convertible Debt | 2043 Notes | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Stated interest rate | 2.00% | ||||||||||||
Securitization Program | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Current portion of long-term debt | $ 219,800,000 | $ 219,800,000 | $ 200,000,000 | ||||||||||
Senior notes, face amount | $ 219,800,000 | $ 219,800,000 |
Borrowings and Credit Arrange50
Borrowings and Credit Arrangements - Interest Expense under Convertible Notes (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2018 | Jul. 01, 2017 | Jun. 30, 2018 | Jul. 01, 2017 | |
Debt Conversion [Line Items] | ||||
Non-cash interest expense | $ 13.1 | $ 38.9 | ||
Cash accrued interest percentage | 2.00% | 2.00% | 2.00% | 2.00% |
Convertible Notes Payable | ||||
Debt Conversion [Line Items] | ||||
Amortization of debt discount | $ 0 | $ 4.4 | $ 3.5 | $ 14.5 |
Amortization of deferred financing costs | 0 | 0.2 | 0.2 | 0.7 |
Principal accretion | 0 | 3.9 | 1.6 | 12.8 |
Non-cash interest expense | 0 | 8.5 | 5.3 | 28 |
2.00% accrued interest (cash) | 0 | 1.6 | 1.8 | 5.4 |
Interest expense, net | $ 0 | $ 10.1 | $ 7.1 | $ 33.4 |
Derivatives - Additional Inform
Derivatives - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Jun. 30, 2018 | Jul. 01, 2017 | Jun. 30, 2018 | Jul. 01, 2017 | Sep. 30, 2017 | |
Derivative [Line Items] | |||||
Interest Rate Cap Agreements Aggregate Premium Payable | $ 3.7 | $ 3.7 | $ 0 | $ 1.9 | |
Borrowed principal | 1,000 | 1,000 | |||
Loss reclassified from accumulated other comprehensive loss to the statement of income | (0.4) | $ (1.6) | (3) | (4.9) | |
Derivative Instruments, Gain (Loss) Reclassification from Accumulated OCI to Income, Estimated Net Amount to be Transferred | (2.5) | ||||
Interest Rate Cash Flow Hedge Asset at Fair Value | 9.4 | 9.4 | $ 4.8 | ||
Gain (Loss) on Foreign Currency Derivative Instruments Not Designated as Hedging Instruments | (0.3) | 1.1 | (2.6) | 4 | |
Unrealized Gain (Loss) on Foreign Currency Derivatives, Net, before Tax | 4.7 | $ (3.5) | 4.5 | $ 1.1 | |
Notional Amount | $ 53.4 | $ 53.4 |
Derivatives - Fair Value of Der
Derivatives - Fair Value of Derivative Financial Instruments (Details) - USD ($) $ in Millions | Jun. 30, 2018 | Sep. 30, 2017 |
Derivative instruments designated as a cash flow hedge | Interest rate cap agreements | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Cash Flow Hedge Derivative Instrument Assets at Fair Value | $ 9.4 | $ 4.8 |
Derivative instruments designated as a cash flow hedge | Interest rate cap agreements | Prepaid expenses and other current assets | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Cash Flow Hedge Derivative Instrument Assets at Fair Value | 6.4 | 3.6 |
Derivative instruments designated as a cash flow hedge | Interest rate cap agreements | Other assets | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Cash Flow Hedge Derivative Instrument Assets at Fair Value | 3 | 1.2 |
Derivatives not designated as hedging instruments | Forward foreign currency contracts | Prepaid expenses and other current assets | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Cash Flow Hedge Derivative Instrument Assets at Fair Value | 0.8 | 0.4 |
Derivatives not designated as hedging instruments | Forward foreign currency contracts | Accrued Expenses | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Cash Flow Hedge Derivative Instrument Assets at Fair Value | $ 0 | $ 4 |
Derivatives - Schedule of Cash
Derivatives - Schedule of Cash Flow Hedges Included in Accumulated Other Comprehensive Income (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2018 | Jul. 01, 2017 | Jun. 30, 2018 | Jul. 01, 2017 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Changes in value of hedged interest rate caps, net of tax of ($0.1) and $(5.3) for the three and nine months ended June 30, 2018 and $0.2 and $0.5 for the three and nine months ended July 1, 2017: | $ (0.5) | $ (0.4) | $ (4.1) | $ 0.7 |
Interest rate cap agreements | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Changes in value of hedged interest rate caps, net of tax of ($0.1) and $(5.3) for the three and nine months ended June 30, 2018 and $0.2 and $0.5 for the three and nine months ended July 1, 2017: | $ (0.5) | $ (0.4) | $ (4.1) | $ 0.7 |
Derivatives - Gain (Loss) on Fa
Derivatives - Gain (Loss) on Fair Value Hedges Recognized in Earnings (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2018 | Jul. 01, 2017 | Jun. 30, 2018 | Jul. 01, 2017 | |
Forward foreign currency contracts | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Forward foreign currency contracts | $ 4.4 | $ (2.4) | $ 1.8 | $ 5.1 |
Commitments and Contingencies (
Commitments and Contingencies (Detail) - USD ($) | Oct. 07, 2016 | Apr. 01, 2017 | Dec. 31, 2016 | Jul. 27, 2018 | Jun. 30, 2018 | Sep. 04, 2012 |
Loss Contingencies [Line Items] | ||||||
Assessed damages | $ 4,000,000 | |||||
Plaintiff statutory damages on individual basis | $ 25 | |||||
Payment of settlement compensation | $ 8,500,000 | |||||
Litigation settlement expense | $ 9,200,000 | |||||
Minimum | ||||||
Loss Contingencies [Line Items] | ||||||
Loss contingency, range of possible loss, portion not accrued | $ 0 | |||||
Maximum | ||||||
Loss Contingencies [Line Items] | ||||||
Loss contingency, range of possible loss, portion not accrued | $ 100,000,000 | |||||
Subsequent Event | ||||||
Loss Contingencies [Line Items] | ||||||
Assessed damages | $ 4,800,000 |
Net Income (Loss) Per Share - R
Net Income (Loss) Per Share - Reconciliation of Basic and Diluted Share Amounts (Detail) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2018 | Jul. 01, 2017 | Jun. 30, 2018 | Jul. 01, 2017 | |
Earnings Per Share [Line Items] | ||||
Basic weighted average common shares outstanding | 273,729 | 280,824 | 275,900 | 279,901 |
Weighted average common stock equivalents from assumed exercise of stock options and stock units | 1,840 | 2,781 | 0 | 2,822 |
Incremental shares from Convertible Notes premium | 0 | 4,033 | 0 | 3,234 |
Diluted weighted average common shares outstanding | 275,569 | 287,638 | 275,900 | 285,957 |
Outstanding Stock Options and stock units | ||||
Weighted-average anti-dilutive shares related to: | ||||
Weighted-average anti-dilutive shares (in shares) | 3,326 | 1,688 | 4,982 | 1,657 |
Convertible Notes Payable | ||||
Weighted-average anti-dilutive shares related to: | ||||
Weighted-average anti-dilutive shares (in shares) | 0 | 0 | 937 | 4 |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock-Based Compensation Expense in Consolidated Statements of Operations (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2018 | Jul. 01, 2017 | Jun. 30, 2018 | Jul. 01, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 17.2 | $ 14.4 | $ 53.1 | $ 53.4 |
Cost of revenues | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 1.8 | 2.3 | 6.5 | 8.7 |
Research and development | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 2.2 | 2.2 | 7.6 | 9.1 |
Selling and marketing | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 2.6 | 3.4 | 8 | 9.3 |
General and administrative | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 10.6 | 6.5 | 29.7 | 26.3 |
Restructuring | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 0 | $ 0 | $ 1.3 | $ 0 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 9 Months Ended | |
Jun. 30, 2018 | Jul. 01, 2017 | |
Stock option plans | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Options granted | 1.7 | 1 |
Weighted-average exercise prices | $ 40.76 | $ 38.07 |
Share-based compensation, stock option outstanding | 6.3 | |
Weighted-average exercise price of options outstanding | $ 31.83 | |
Unrecognized compensation expense | $ 29.7 | |
Weighted-average period for recognition of unrecognized stock-based compensation, years | 2 years 8 months 22 days | |
Restricted stock units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares granted | 0.8 | 1 |
Restricted stock units (RSUs), weighted average grant date fair values | $ 40.68 | $ 37.99 |
Unvested RSUs outstanding | 1.8 | |
Unvested RSUs weighted-average grant date fair value | $ 37.99 | |
Unrecognized compensation expense | $ 78.9 | |
Weighted-average period for recognition of unrecognized stock-based compensation, years | 2 years 1 month 22 days | |
Performance Shares | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares granted | 0.6 | 0.1 |
Restricted stock units (RSUs), weighted average grant date fair values | $ 40.86 | $ 38.84 |
Unvested RSUs outstanding | 0.7 | |
Unvested RSUs weighted-average grant date fair value | $ 39.98 | |
Market Based Awards | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares granted | 0.3 | 0.1 |
Restricted stock units (RSUs), weighted average grant date fair values | $ 49.45 | $ 48.90 |
Unvested RSUs outstanding | 0.4 | |
Unvested RSUs weighted-average grant date fair value | $ 48.98 | |
Minimum eligible percentage to receive target number of shares of company's common stock | 0.00% | |
Maximum eligible percentage to receive target number of shares of company's common stock | 200.00% | |
Performance stock units vesting period | 3 years |
Stock-Based Compensation - Weig
Stock-Based Compensation - Weighted-Average Assumptions Utilized to Value Stock Options (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2018 | Jul. 01, 2017 | Jun. 30, 2018 | Jul. 01, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||||
Risk-free interest rate | 1.80% | 2.10% | 1.80% | |
Expected volatility | 36.50% | 35.30% | 36.60% | |
Expected life (in years) | 4 years 8 months 8 days | 4 years 8 months 8 days | 4 years 8 months | |
Dividend yield | $ 0 | $ 0 | $ 0 | |
Weighted average fair value of options granted | $ 14.40 | $ 12.98 | $ 12.33 | |
Number of option granted (in shares) | 0 |
Disposition (Details)
Disposition (Details) - USD ($) $ in Millions | Dec. 14, 2016 | Jun. 30, 2018 | Jul. 01, 2017 | Apr. 01, 2017 | Jun. 30, 2018 | Jul. 01, 2017 | Sep. 30, 2017 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Proceeds from sale of business | $ 0 | $ 1,865 | |||||
Gain on sale of business | $ 0 | $ 0 | 0 | 899.7 | |||
Blood Screening Business [Member] | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Gross proceeds on sale | $ 1,850 | ||||||
Proceeds from sale of business | $ 1,865 | ||||||
Gain on sale of business | $ 899.7 | ||||||
Tax obligation for Blood Screening | $ 649.5 | ||||||
Proceeds allocated to manufacture of inventory | $ 13.1 | ||||||
Disposal Group, Including Discontinued Operation, Revenue | $ 18.6 | 0 | $ 42.5 | 96.5 | |||
Disposal Group, Including Discontinued Operation, Operating Income (Loss) | $ 0 | $ 45.8 | |||||
Blood Screening Business [Member] | Grifols [Member] | Minimum | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Disposal Group, Including Discontinued Operations, Period to Provide Transition Services After Disposal | 2 years | ||||||
Blood Screening Business [Member] | Grifols [Member] | Maximum | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Disposal Group, Including Discontinued Operations, Period to Provide Transition Services After Disposal | 3 years |
Other Balance Sheet Informati61
Other Balance Sheet Information - Inventories (Detail) - USD ($) $ in Millions | Jun. 30, 2018 | Sep. 30, 2017 |
Balance Sheet Related Disclosures [Abstract] | ||
Raw materials | $ 124.9 | $ 95.7 |
Work-in-process | 52.1 | 45 |
Finished goods | 193.5 | 190.9 |
Inventories | $ 370.5 | $ 331.6 |
Other Balance Sheet Informati62
Other Balance Sheet Information - Property, Plant and Equipment (Detail) - USD ($) $ in Millions | Jun. 30, 2018 | Sep. 30, 2017 |
Balance Sheet Related Disclosures [Abstract] | ||
Equipment | $ 378.1 | $ 357.9 |
Equipment under customer usage agreements | 390.1 | 368.7 |
Building and improvements | 173.5 | 172 |
Leasehold improvements | 62.3 | 60.6 |
Land | 46.4 | 46.3 |
Furniture and fixtures | 20.7 | 20.8 |
Property, plant and equipment, gross | 1,071.1 | 1,026.3 |
Less – accumulated depreciation and amortization | (609.6) | (553.5) |
Property, plant and equipment, net | $ 461.5 | $ 472.8 |
Business Segments and Geograp63
Business Segments and Geographic Information - Additional Information (Detail) | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2018USD ($)Customer | Jul. 01, 2017USD ($) | Jun. 30, 2018USD ($)SegmentCustomer | Jul. 01, 2017USD ($) | |
Segment Reporting Disclosure [Line Items] | ||||
Number of reportable segments | Segment | 5 | |||
Number of operating segments | Segment | 5 | |||
Revenues | $ | $ 824,000,000 | $ 806,100,000 | $ 2,404,500,000 | $ 2,255,900,000 |
Customer represented greater than 10% of consolidated revenues | 0 | 0 | 0 | 0 |
Countries with greater than 10% of consolidated revenue | Customer | 0 | 0 | ||
Intersegment | ||||
Segment Reporting Disclosure [Line Items] | ||||
Revenues | $ | $ 0 | $ 0 | $ 0 | $ 0 |
Business Segments and Geograp64
Business Segments and Geographic Information - Segment Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Jun. 30, 2018 | Jul. 01, 2017 | Jun. 30, 2018 | Jul. 01, 2017 | Sep. 30, 2017 | |
Segment Reporting Information [Line Items] | |||||
Total revenues | $ 824 | $ 806.1 | $ 2,404.5 | $ 2,255.9 | |
Income (loss) from operations | 133.1 | 115 | (336.9) | 1,260.9 | |
Depreciation and amortization | 120.5 | 118.3 | 361.2 | 328.7 | |
Capital expenditures | 24.7 | 24.3 | 73.5 | 74 | |
Identifiable assets | 7,091.4 | 7,091.4 | $ 7,979.6 | ||
Diagnostics | |||||
Segment Reporting Information [Line Items] | |||||
Total revenues | 294.2 | 284.1 | 858.5 | 905.4 | |
Income (loss) from operations | 32.3 | 36.8 | 103.1 | 1,007.8 | |
Depreciation and amortization | 64.6 | 64.7 | 193.4 | 214 | |
Capital expenditures | 12.8 | 13 | 38.7 | 34.7 | |
Identifiable assets | 2,487.7 | 2,487.7 | 2,621.6 | ||
Breast Health | |||||
Segment Reporting Information [Line Items] | |||||
Total revenues | 307.9 | 283.7 | 896 | 837.4 | |
Income (loss) from operations | 100 | 99.2 | 291.2 | 277.1 | |
Depreciation and amortization | 5.8 | 5 | 16.2 | 14.7 | |
Capital expenditures | 4.5 | 3.2 | 11.8 | 7.2 | |
Identifiable assets | 866.1 | 866.1 | 824 | ||
Medical Aesthetics | |||||
Segment Reporting Information [Line Items] | |||||
Total revenues | 91.7 | 110 | 268.5 | 126.1 | |
Income (loss) from operations | (22.2) | (45.4) | (805.3) | (69.9) | |
Depreciation and amortization | 26.9 | 24.7 | 82.4 | 27.3 | |
Capital expenditures | 1.6 | 3.3 | 6.7 | 3.7 | |
Identifiable assets | 939.1 | 939.1 | 1,751.2 | ||
GYN Surgical | |||||
Segment Reporting Information [Line Items] | |||||
Total revenues | 107.7 | 106.5 | 314.7 | 322.4 | |
Income (loss) from operations | 22.9 | 25.6 | 71.1 | 52.9 | |
Depreciation and amortization | 23 | 23.7 | 68.7 | 72.2 | |
Capital expenditures | 2.5 | 3.5 | 8.2 | 10.9 | |
Identifiable assets | 1,434.2 | 1,434.2 | 1,494.6 | ||
Skeletal Health | |||||
Segment Reporting Information [Line Items] | |||||
Total revenues | 22.5 | 21.8 | 66.8 | 64.6 | |
Income (loss) from operations | 0.1 | (1.2) | 3 | (7) | |
Depreciation and amortization | 0.2 | 0.2 | 0.5 | 0.5 | |
Capital expenditures | 1.3 | 0.2 | 2.1 | 0.5 | |
Identifiable assets | 28.1 | 28.1 | 25.5 | ||
Corporate | |||||
Segment Reporting Information [Line Items] | |||||
Capital expenditures | 2 | $ 1.1 | 6 | $ 17 | |
Identifiable assets | $ 1,336.2 | $ 1,336.2 | $ 1,262.7 |
Business Segments and Geograp65
Business Segments and Geographic Information - Revenues by Geography (Detail) | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2018 | Jul. 01, 2017 | Jun. 30, 2018 | Jul. 01, 2017 | |
Schedule Of Geographical Segments [Line Items] | ||||
Revenues | 100.00% | 100.00% | 100.00% | 100.00% |
United States | ||||
Schedule Of Geographical Segments [Line Items] | ||||
Revenues | 74.90% | 76.70% | 75.00% | 78.10% |
Europe | ||||
Schedule Of Geographical Segments [Line Items] | ||||
Revenues | 11.40% | 9.40% | 11.80% | 9.90% |
Asia-Pacific | ||||
Schedule Of Geographical Segments [Line Items] | ||||
Revenues | 9.00% | 8.70% | 8.50% | 7.90% |
Rest of World | ||||
Schedule Of Geographical Segments [Line Items] | ||||
Revenues | 4.70% | 5.20% | 4.70% | 4.10% |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Jun. 30, 2018 | Dec. 30, 2017 | Jul. 01, 2017 | Jun. 30, 2018 | Jul. 01, 2017 | Sep. 30, 2018 | Oct. 01, 2018 | Jan. 31, 2018 | |
Income Tax Examination [Line Items] | ||||||||
Company's effective tax rate | 7.20% | 20.10% | 67.00% | 41.90% | ||||
Income tax benefit for remeasurements of deferred tax deferred tax liability as result of change in tax rate | $ 354.5 | |||||||
Estimated net benefit effect of existing deferred tax balances and transition tax due to change in tax rate | 354.5 | |||||||
Provisional net benefit amount recorded for remeasurements of deferred tax balance due to change in rate | 354.5 | |||||||
Charge for transition taxes related to the deemed repatriation of foreign earnings | $ 0 | $ 26 | ||||||
State and Local Jurisdiction [Member] | ||||||||
Income Tax Examination [Line Items] | ||||||||
Settlement liability of state tax audit | $ 11 | |||||||
State and Local Jurisdiction [Member] | Selling, General and Administrative Expenses [Member] | ||||||||
Income Tax Examination [Line Items] | ||||||||
Reversal of selling and administrative expense due to settlement of state tax audit | $ 4 | |||||||
Scenario, Forecast [Member] | ||||||||
Income Tax Examination [Line Items] | ||||||||
Blended statutory income tax rate | 24.50% | |||||||
Projected tax rate at which deferred tax assets and liabilities positions will reverse | 24.50% | 21.00% |
Intangible Assets and Goodwil67
Intangible Assets and Goodwill - Schedule of Intangible Assets (Detail) - USD ($) $ in Millions | Jun. 30, 2018 | Sep. 30, 2017 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 5,530 | $ 5,562.5 |
Accumulated Amortization | 3,081 | 2,790.2 |
Developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 4,528.8 | 4,528.7 |
Accumulated Amortization | 2,425.8 | 2,186.8 |
In-process research and development | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 0 | 46 |
Accumulated Amortization | 0 | 0 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 557.4 | 552.8 |
Accumulated Amortization | 420 | 393.8 |
Trade names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 310.3 | 310.3 |
Accumulated Amortization | 170.4 | 156.4 |
Distribution agreement | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 42 | 42 |
Accumulated Amortization | 6.7 | 2.8 |
Non-competition agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 1.5 | 1.5 |
Accumulated Amortization | 0.5 | 0.1 |
Business licenses | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 2.4 | 2.4 |
Accumulated Amortization | 2.2 | 2.2 |
Total acquired intangible assets | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 5,442.4 | 5,483.7 |
Accumulated Amortization | 3,025.6 | 2,742.1 |
Internal-use software | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 69.3 | 64.5 |
Accumulated Amortization | 51.7 | 46.1 |
Capitalized software embedded in products | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 18.3 | 14.3 |
Accumulated Amortization | $ 3.7 | $ 2 |
Intangible Assets and Goodwil68
Intangible Assets and Goodwill - Schedule of Estimated Amortization Expense (Detail) $ in Millions | Jun. 30, 2018USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Remainder of Fiscal 2018 | $ 94.2 |
Fiscal 2,019 | 365.9 |
Fiscal 2,020 | 354.7 |
Fiscal 2,021 | 333.1 |
Fiscal 2,022 | $ 320.4 |
Intangible Assets and Goodwil69
Intangible Assets and Goodwill - Additional Information (Details) - USD ($) | Mar. 22, 2017 | Jun. 30, 2018 | Mar. 31, 2018 | Jul. 01, 2017 | Jun. 30, 2018 | Jul. 01, 2017 | Sep. 30, 2017 |
Product Line [Line Items] | |||||||
Goodwill impairment charge | $ 0 | $ 0 | $ 685,700,000 | $ 0 | |||
Goodwill | 2,493,400,000 | 2,493,400,000 | $ 3,171,200,000 | ||||
Cynosure | |||||||
Product Line [Line Items] | |||||||
Goodwill | $ 685,700,000 | ||||||
Maximum | Other Intangible Assets | Cynosure | |||||||
Product Line [Line Items] | |||||||
Discount rate (as a percent) | 12.00% | ||||||
Medical Aesthetics | |||||||
Product Line [Line Items] | |||||||
Goodwill impairment charge | $ 685,700,000 | ||||||
Goodwill | $ 0 | $ 0 | |||||
Medical Aesthetics | Cynosure | |||||||
Product Line [Line Items] | |||||||
Goodwill impairment charge | $ 685,700,000 | ||||||
Medical Aesthetics | Maximum | Other Intangible Assets | Cynosure | |||||||
Product Line [Line Items] | |||||||
Discount rate (as a percent) | 12.00% |
Product Warranties - Product Wa
Product Warranties - Product Warranty Activity (Detail) - USD ($) $ in Millions | 9 Months Ended | |
Jun. 30, 2018 | Jul. 01, 2017 | |
Movement in Standard and Extended Product Warranty, Increase (Decrease) [Roll Forward] | ||
Balance at Beginning of Period | $ 17 | $ 5 |
Provisions | 13.1 | 12.1 |
Acquired | 0 | 9.9 |
Settlements/ Adjustments | (14.5) | (9.3) |
Balance at End of Period | $ 15.6 | $ 17.7 |
Accumulated Other Comprehensi71
Accumulated Other Comprehensive Income (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Jun. 30, 2018 | Jul. 01, 2017 | Dec. 31, 2016 | Jun. 30, 2018 | Jul. 01, 2017 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Accumulated other comprehensive loss | $ (16.2) | ||||
Changes in foreign currency translation adjustment | $ (17.9) | $ 11.6 | (2.3) | $ (0.7) | |
Changes in unrealized holding gains and losses on available-for-sale securities, net of tax of $0.0 and $0.2 for the three and nine months ended June 30, 2018 and $0.1 and $0.1 for the three and nine months ended July 1, 2017: | 0 | 0 | 0 | 2.4 | |
Other Comprehensive (Income) Loss, Defined Benefit Plan, after Tax and Reclassification Adjustment, Attributable to Parent | 0 | 0.6 | 0 | ||
Changes in value of hedged interest rate caps, net of tax of ($0.1) and $(5.3) for the three and nine months ended June 30, 2018 and $0.2 and $0.5 for the three and nine months ended July 1, 2017: | (0.5) | (0.4) | (4.1) | 0.7 | |
Accumulated other comprehensive loss | (18.6) | (18.6) | |||
Marketable Securities, Unrealized Gain (Loss) | $ 4 | ||||
Foreign Currency Translation | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Accumulated other comprehensive loss | (2.9) | (38.4) | (26.1) | (18.5) | (26.1) |
Changes in foreign currency translation adjustment | (17.9) | 11.6 | (2.3) | (0.7) | |
Amounts reclassified to statement of income | 0 | 0 | 0 | 0 | |
Accumulated other comprehensive loss | (20.8) | (26.8) | (20.8) | (26.8) | |
Marketable Securities | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Accumulated other comprehensive loss | (0.3) | (0.3) | (0.4) | (0.3) | |
Changes in unrealized holding gains and losses on available-for-sale securities, net of tax of $0.0 and $0.2 for the three and nine months ended June 30, 2018 and $0.1 and $0.1 for the three and nine months ended July 1, 2017: | 0 | 0 | 2.4 | ||
Amounts reclassified to statement of income | 0 | 0.4 | (2.4) | ||
Accumulated other comprehensive loss | 0 | (0.3) | 0 | (0.3) | |
Pension Plans | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Accumulated other comprehensive loss | (1) | (2.5) | (2.5) | (1.6) | (2.5) |
Other Comprehensive (Income) Loss, Defined Benefit Plan, after Tax and Reclassification Adjustment, Attributable to Parent | 0 | 0 | (0.6) | 0 | |
Amounts reclassified to statement of income | 0 | 0 | 0 | 0 | |
Accumulated other comprehensive loss | (1) | (2.5) | (1) | (2.5) | |
Hedged Interest Rate Caps | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Accumulated other comprehensive loss | 3.3 | 1 | (3.4) | 4.3 | (3.4) |
Changes in value of hedged interest rate caps, net of tax of ($0.1) and $(5.3) for the three and nine months ended June 30, 2018 and $0.2 and $0.5 for the three and nine months ended July 1, 2017: | (0.5) | (0.4) | (4.1) | 0.7 | |
Amounts reclassified to statement of income | 0.4 | 1.6 | 3 | 4.9 | |
Accumulated other comprehensive loss | 3.2 | 2.2 | 3.2 | 2.2 | |
Total | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Accumulated other comprehensive loss | (0.6) | (40.2) | $ (32.3) | (16.2) | (32.3) |
Other Comprehensive Income (Loss) before Reclassifications, Tax | (18.4) | 11.2 | (5.8) | 2.4 | |
Amounts reclassified to statement of income | 0.4 | 1.6 | 3.4 | 2.5 | |
Accumulated other comprehensive loss | $ (18.6) | $ (27.4) | $ (18.6) | $ (27.4) |
Share Repurchase (Details)
Share Repurchase (Details) - USD ($) shares in Millions, $ in Millions | Aug. 01, 2018 | Jun. 21, 2016 | Jun. 30, 2018 |
Subsequent Event [Line Items] | |||
Total repurchase authorization | 500 | ||
Stock repurchase program, period in force | 5 years | ||
Stock repurchased during period (in shares) | 5 | ||
Repurchase of equity | $ 187.3 | ||
Remaining authorized repurchase amount | $ 112.8 | ||
Subsequent Event | |||
Subsequent Event [Line Items] | |||
Total repurchase authorization | 500 |