Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
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Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The following consolidated financial statements of the Company are included herewith:
| (1) | Report of Independent Registered Public Accounting Firm | Page 35 |
| (2) | Consolidated Statements of Operations for the Years Ended October 3, 2014, September 27, 2013 and September 28, 2012 | Page 36 |
| (3) | Consolidated Statements of Comprehensive Income for the Years Ended October 3, 2014, September 27, 2013 and September 28, 2012 | Page 37 |
| (4) | Consolidated Balance Sheets at October 3, 2014 and September 27, 2013 | Page 38 |
| (5) | Consolidated Statements of Cash Flows for the Years Ended October 3, 2014, September 27, 2013 and September 28, 2012 | Page 39 |
| (6) | Consolidated Statements of Stockholders' Equity for the Years Ended October 3, 2014, September 27, 2013 and September 28, 2012 | Page 40 |
| (7) | Notes to Consolidated Financial Statements | Page 41 through 62 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Stockholders
Skyworks Solutions, Inc.:
We have audited the accompanying consolidated balance sheets of Skyworks Solutions, Inc. and subsidiaries as of October 3, 2014 and September 27, 2013, and the related consolidated statements of operations, comprehensive income, cash flows, and stockholders’ equity for each of the years in the three-year period ended October 3, 2014. In connection with our audits of the consolidated financial statements, we also have audited the financial statement schedule listed in Item 15 of the 2014 Form 10-K. We also have audited Skyworks Solutions, Inc.’s internal control over financial reporting as of October 3, 2014, based on criteria established in Internal Control - Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Skyworks Solutions, Inc.’s management is responsible for these consolidated financial statements and financial statement schedule, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on these consolidated financial statements and financial statement schedule, and an opinion on the Company’s internal control over financial reporting based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Skyworks Solutions, Inc. and subsidiaries as of October 3, 2014 and September 27, 2013, and the results of its operations and its cash flows for each of the years in the three-year period ended October 3, 2014, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein. Also in our opinion, Skyworks Solutions, Inc. and subsidiaries maintained, in all material respects, effective internal control over financial reporting as of October 3, 2014, based on criteria established in Internal Control - Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
Skyworks Solutions, Inc. acquired the Panasonic SAW and TC SAW filter business (FilterCo) during 2014, and management excluded from its assessment of the effectiveness of Skyworks Solutions, Inc. and subsidiaries’ internal control over financial reporting as of October 3, 2014, FilterCo’s internal control over financial reporting associated with 9.0% of total consolidated assets (of which 2.9% represents goodwill and intangible assets included within the scope of the assessment) included in the consolidated financial statements of Skyworks Solutions, Inc. and subsidiaries as of and for the year ended October 3, 2014. Our audit of internal control over financial reporting of Skyworks Solutions, Inc. and subsidiaries also excluded an evaluation of the internal control over financial reporting of FilterCo.
/s/ KPMG LLP
Boston, Massachusetts
November 25, 2014
SKYWORKS SOLUTIONS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS (In millions, except per share amounts)
| Fiscal Years Ended | |||||||||||
| October 3, 2014 | September 27, 2013 | September 28, 2012 | |||||||||
| Net revenue | $ | 2,291.5 | $ | 1,792.0 | $ | 1,568.6 | |||||
| Cost of goods sold | 1,268.8 | 1,025.4 | 901.5 | ||||||||
| Gross profit | 1,022.7 | 766.6 | 667.1 | ||||||||
| Operating expenses: | |||||||||||
| Research and development | 252.2 | 226.3 | 212.5 | ||||||||
| Selling, general and administrative | 179.1 | 159.7 | 158.4 | ||||||||
| Amortization of intangibles | 25.9 | 29.1 | 32.8 | ||||||||
| Restructuring and other charges | 0.3 | 6.4 | 7.8 | ||||||||
| Total operating expenses | 457.5 | 421.5 | 411.5 | ||||||||
| Operating income | 565.2 | 345.1 | 255.6 | ||||||||
| Other expense, net | — | (0.6 | ) | (0.7 | ) | ||||||
| Income before income taxes | 565.2 | 344.5 | 254.9 | ||||||||
| Provision for income taxes | 107.5 | 66.4 | 52.9 | ||||||||
| Net income | $ | 457.7 | $ | 278.1 | $ | 202.0 | |||||
| Earnings per share: | |||||||||||
| Basic | $ | 2.44 | $ | 1.48 | $ | 1.09 | |||||
| Diluted | $ | 2.38 | $ | 1.45 | $ | 1.05 | |||||
| Weighted average shares: | |||||||||||
| Basic | 187.2 | 187.5 | 185.8 | ||||||||
| Diluted | 192.6 | 192.2 | 191.8 | ||||||||
| Cash dividends declared and paid per share | $ | 0.22 | $ | — | $ | — |
See accompanying Notes to Consolidated Financial Statements.
SKYWORKS SOLUTIONS, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (In millions)
| Fiscal Years Ended | |||||||||||
| October 3, 2014 | September 27, 2013 | September 28, 2012 | |||||||||
| Net income | $ | 457.7 | $ | 278.1 | $ | 202.0 | |||||
| Other comprehensive income, net of tax | |||||||||||
| Pension adjustments | — | 0.7 | (0.3 | ) | |||||||
| Foreign currency translation adjustment | (4.0 | ) | — | — | |||||||
| Comprehensive income | $ | 453.7 | $ | 278.8 | $ | 201.7 |
See accompanying Notes to Consolidated Financial Statements.
SKYWORKS SOLUTIONS, INC.
CONSOLIDATED BALANCE SHEETS
(In millions, except per share amounts)
| As of | |||||||
| October 3, 2014 | September 27, 2013 | ||||||
| ASSETS | |||||||
| Current assets: | |||||||
| Cash and cash equivalents | $ | 805.8 | $ | 511.1 | |||
| Receivables, net of allowance for doubtful accounts of $0.8 and $0.5, respectively | 317.6 | 292.7 | |||||
| Inventory | 270.8 | 229.5 | |||||
| Other current assets | 35.0 | 40.0 | |||||
| Total current assets | 1,429.2 | 1,073.3 | |||||
| Property, plant and equipment, net | 555.9 | 328.6 | |||||
| Goodwill | 851.0 | 800.5 | |||||
| Intangible assets, net | 75.0 | 64.8 | |||||
| Deferred tax assets, net | 50.8 | 54.1 | |||||
| Other assets | 11.9 | 11.8 | |||||
| Total assets | $ | 2,973.8 | $ | 2,333.1 | |||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||
| Current liabilities: | |||||||
| Accounts payable | $ | 200.6 | $ | 126.5 | |||
| Accrued compensation and benefits | 70.7 | 41.2 | |||||
| Other current liabilities | 26.3 | 12.0 | |||||
| Total current liabilities | 297.6 | 179.7 | |||||
| Long-term tax liabilities | 41.6 | 45.9 | |||||
| Other long-term liabilities | 102.2 | 6.4 | |||||
| Total liabilities | 441.4 | 232.0 | |||||
| Commitments and contingencies (Note 11 and Note 12) | |||||||
| Stockholders’ equity: | |||||||
| Preferred stock, no par value: 25.0 shares authorized, no shares issued | — | — | |||||
| Common stock, $0.25 par value: 525.0 shares authorized; 214.2 shares issued and 189.2 shares outstanding at October 3, 2014, and 207.5 shares issued and 187.9 shares outstanding at September 27, 2013 | 47.3 | 47.0 | |||||
| Additional paid-in capital | 2,248.2 | 2,041.4 | |||||
| Treasury stock, at cost | (553.1 | ) | (365.3 | ) | |||
| Retained earnings | 794.9 | 378.9 | |||||
| Accumulated other comprehensive loss | (4.9 | ) | (0.9 | ) | |||
| Total stockholders’ equity | 2,532.4 | 2,101.1 | |||||
| Total liabilities and stockholders’ equity | $ | 2,973.8 | $ | 2,333.1 |
See accompanying Notes to Consolidated Financial Statements.
SKYWORKS SOLUTIONS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
| Fiscal Years Ended | |||||||||||
| October 3, 2014 | September 27, 2013 | September 28, 2012 | |||||||||
| Cash flows from operating activities: | |||||||||||
| Net income | $ | 457.7 | $ | 278.1 | $ | 202.0 | |||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Share-based compensation | 86.0 | 71.7 | 72.2 | ||||||||
| Depreciation | 96.8 | 74.3 | 69.5 | ||||||||
| Amortization of intangible assets | 25.9 | 29.1 | 33.2 | ||||||||
| Contribution of common shares to savings and retirement plans | 17.1 | 17.1 | 16.1 | ||||||||
| Deferred income taxes | 3.3 | 13.7 | 12.9 | ||||||||
| Excess tax benefit from share-based compensation | (40.8 | ) | (10.8 | ) | (6.8 | ) | |||||
| Change in fair value of contingent consideration | — | — | (5.4 | ) | |||||||
| Other | 1.0 | 0.3 | 0.5 | ||||||||
| Changes in assets and liabilities net of acquired balances: | |||||||||||
| Receivables, net | (12.4 | ) | 4.9 | (109.2 | ) | ||||||
| Inventory | (6.1 | ) | 3.4 | (19.3 | ) | ||||||
| Other current and long-term assets | 7.3 | (0.2 | ) | (9.5 | ) | ||||||
| Accounts payable | 74.2 | (14.1 | ) | 15.2 | |||||||
| Other current and long-term liabilities | 62.4 | 32.2 | 13.8 | ||||||||
| Net cash provided by operating activities | 772.4 | 499.7 | 285.2 | ||||||||
| Cash flows from investing activities: | |||||||||||
| Capital expenditures | (208.6 | ) | (123.8 | ) | (94.1 | ) | |||||
| Payments for acquisitions, net of cash acquired | (148.5 | ) | — | (229.6 | ) | ||||||
| Sales and maturities of short term investments | — | 0.8 | 20.9 | ||||||||
| Net cash used in investing activities | (357.1 | ) | (123.0 | ) | (302.8 | ) | |||||
| Cash flows from financing activities: | |||||||||||
| Retirement of debt and line of credit | — | — | (48.1 | ) | |||||||
| Payment of contingent consideration | — | (1.1 | ) | (52.9 | ) | ||||||
| Excess tax benefit from share-based compensation | 40.8 | 10.8 | 6.8 | ||||||||
| Repurchase of common stock - payroll tax withholdings on equity awards | (22.1 | ) | (18.6 | ) | (18.6 | ) | |||||
| Repurchase of common stock - share repurchase program | (165.7 | ) | (184.9 | ) | (12.4 | ) | |||||
| Dividends paid | (41.4 | ) | — | — | |||||||
| Net proceeds from exercise of stock options | 67.8 | 21.1 | 39.1 | ||||||||
| Net cash used in financing activities | (120.6 | ) | (172.7 | ) | (86.1 | ) | |||||
| Net increase (decrease) in cash and cash equivalents | 294.7 | 204.0 | (103.7 | ) | |||||||
| Cash and cash equivalents at beginning of period | 511.1 | 307.1 | 410.8 | ||||||||
| Cash and cash equivalents at end of period | $ | 805.8 | $ | 511.1 | $ | 307.1 | |||||
| Supplemental cash flow disclosures: | |||||||||||
| Income taxes paid | $ | 63.2 | $ | 26.2 | $ | 19.8 | |||||
| Interest paid | $ | — | $ | — | $ | 0.2 |
See accompanying Notes to Consolidated Financial Statements.
SKYWORKS SOLUTIONS, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(In millions)
| Shares of common stock | Par value of common stock | Shares of treasury stock | Value of treasury stock | Additional paid-in capital | Retained earnings (accumulated deficit) | Accumulated other comprehensive loss | Total stockholders' equity | ||||||||||||||||||||||
| Balance at September 30, 2011 | 186.4 | $ | 46.6 | 9.0 | $ | (130.8 | ) | $ | 1,796.0 | $ | (101.2 | ) | $ | (1.3 | ) | $ | 1,609.3 | ||||||||||||
| Net income | — | — | — | — | — | 202.0 | — | 202.0 | |||||||||||||||||||||
| Exercise and settlement of share based awards and related tax benefit, net of shares withheld for taxes | 6.7 | 1.7 | 0.8 | (18.6 | ) | 73.4 | — | — | 56.5 | ||||||||||||||||||||
| Share-based compensation expense | — | — | — | — | 71.9 | — | — | 71.9 | |||||||||||||||||||||
| Reacquisition of equity components of convertible notes | — | — | — | — | (21.5 | ) | — | — | (21.5 | ) | |||||||||||||||||||
| Share repurchase program | (0.8 | ) | (0.2 | ) | 0.8 | (12.4 | ) | 0.2 | — | — | (12.4 | ) | |||||||||||||||||
| Other comprehensive loss | — | — | — | — | — | — | (0.3 | ) | (0.3 | ) | |||||||||||||||||||
| Balance at September 28, 2012 | 192.3 | $ | 48.1 | 10.6 | $ | (161.8 | ) | $ | 1,920.0 | $ | 100.8 | $ | (1.6 | ) | $ | 1,905.5 | |||||||||||||
| Net income | — | — | — | — | — | 278.1 | — | 278.1 | |||||||||||||||||||||
| Exercise and settlement of share based awards and related tax benefit, net of shares withheld for taxes | 3.7 | 0.9 | 0.9 | (18.6 | ) | 48.8 | — | — | 31.1 | ||||||||||||||||||||
| Share-based compensation expense | — | — | — | — | 70.6 | — | — | 70.6 | |||||||||||||||||||||
| Share repurchase program | (8.1 | ) | (2.0 | ) | 8.1 | (184.9 | ) | 2.0 | — | — | (184.9 | ) | |||||||||||||||||
| Other comprehensive loss | — | — | — | — | — | — | 0.7 | 0.7 | |||||||||||||||||||||
| Balance at September 27, 2013 | 187.9 | $ | 47.0 | 19.6 | $ | (365.3 | ) | $ | 2,041.4 | $ | 378.9 | $ | (0.9 | ) | $ | 2,101.1 | |||||||||||||
| Net income | — | — | — | — | — | 457.7 | — | 457.7 | |||||||||||||||||||||
| Exercise and settlement of share based awards and related tax benefit, net of shares withheld for taxes | 5.8 | 1.4 | 0.9 | (22.1 | ) | 129.9 | — | — | 109.2 | ||||||||||||||||||||
| Share-based compensation expense | — | — | — | — | 75.8 | — | — | 75.8 | |||||||||||||||||||||
| Share repurchase program | (4.5 | ) | (1.1 | ) | 4.5 | (165.7 | ) | 1.1 | — | — | (165.7 | ) | |||||||||||||||||
| Dividends declared | — | — | — | — | — | (41.7 | ) | — | (41.7 | ) | |||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | — | (4.0 | ) | (4.0 | ) | |||||||||||||||||||
| Balance at October 3, 2014 | 189.2 | $ | 47.3 | 25.0 | $ | (553.1 | ) | $ | 2,248.2 | $ | 794.9 | $ | (4.9 | ) | $ | 2,532.4 |
See accompanying Notes to Consolidated Financial Statements.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION
Skyworks Solutions, Inc., together with its consolidated subsidiaries, (“Skyworks” or the “Company”) is an innovator of high performance analog and mixed signal semiconductors linking people, places and things across a rapidly expanding number of new and previously unimagined applications including automotive, broadband, wireless infrastructure, energy management, GPS, industrial, medical, military, networking, smartphones and tablets. Our portfolio consists of amplifiers, attenuators, battery chargers, circulators, DC/DC converters, demodulators, detectors, diodes, directional couplers, filters, front-end modules, hybrids, infrastructure radio frequency, or RF, subsystems, isolators, LED drivers, mixers, modulators, optocouplers, optoisolators, phase shifters, PLLs/synthesizers/VCOs, power dividers/combiners, power management devices, receivers, switches, technical ceramics and voltage regulators.
The Company has evaluated subsequent events through the date of issuance of the audited consolidated financial statements.
- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
PRINCIPLES OF CONSOLIDATION
All Skyworks subsidiaries are included in the Company’s consolidated financial statements and all intercompany balances are eliminated in consolidation.
FISCAL YEAR
The Company’s fiscal year ends on the Friday closest to September 30. Fiscal year 2014 consisted of 53 weeks and ended on October 3, 2014. Fiscal years 2013 and 2012 each consisted of 52 weeks and ended on September 27, 2013 and September 28, 2012, respectively.
USE OF ESTIMATES
The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires management to make estimates and assumptions that affect the amounts of assets, liabilities, revenue, expenses, comprehensive income and accumulated other comprehensive loss during the reporting period. The Company evaluates its estimates on an ongoing basis using historical experience and other factors, including the current economic environment. Significant judgment is required in determining the reserves for and fair value of items such as inventory, income taxes, share-based compensation, loss contingencies, bad debt allowance, intangible assets associated with business combinations and overall fair value assessments of assets and liabilities particularly those classified as Level 2 or Level 3 in the fair value hierarchy. In addition, significant judgment is required in determining whether a potential indicator of impairment of long-lived assets exists and in estimating future cash flows for any necessary impairment testing. Actual results could differ significantly from these estimates.
REVENUE RECOGNITION
Revenue from product sales is recognized when there is persuasive evidence of an arrangement, the price to the buyer is fixed and determinable, delivery and transfer of title have occurred in accordance with the shipping terms specified in the arrangement with the customer and collectability is reasonable assured. Revenue from license fees and intellectual property is recognized when due and payable, and all other criteria of the Financial Accounting Standards Board's (“FASB”) Accounting Standards Codification (“ASC”) 605 Revenue Recognition, have been met. The Company ships product on consignment to certain customers and only recognizes revenue when the customer notifies the Company that the inventory has been consumed. Revenue recognition is deferred in all instances where the earnings process is incomplete. Certain product sales are made to electronic component distributors under agreements allowing for price protection and/or a right of return (stock rotation) on unsold products. Reserves for sales returns and allowances are recorded based on historical experience or pursuant to contractual arrangements necessitating revenue reserves.
CASH AND CASH EQUIVALENTS
The Company invests excess cash in time deposits, certificate of deposits and money market funds which primarily consist of United States treasury obligations, United States agency obligations, and repurchase agreements collateralized by United States government and agency obligations. The Company considers highly liquid investments with original maturities of 90 days or less when purchased as cash equivalents.
ALLOWANCE FOR DOUBTFUL ACCOUNTS
The Company maintains general allowances for doubtful accounts related to potential losses that could arise due to customers’ inability to make required payments. These reserves require management to apply judgment in deriving these estimates. In addition, the Company performs ongoing credit evaluations of its customers' financial condition and if it becomes aware of any specific receivables which may be uncollectable, they perform additional analysis including, but not limited to factors such as a customer’s credit worthiness, intent and ability to pay, overall financial position and reserves are recorded if deemed necessary. If the data the Company uses to calculate the allowance for doubtful accounts does not reflect the future ability to collect outstanding receivables, additional provisions for doubtful accounts may be needed and results of operations could be materially affected.
INVESTMENTS
The Company accounts for its investment in marketable securities in accordance with ASC 320-Investments-Debt and Equity Securities, and classifies them as “available for sale”. Available for sale securities are carried at fair value with unrealized holding gains or losses recorded in other comprehensive income. Gains or losses are included in earnings in the period in which they are realized.
DERIVATIVES
The Company utilizes derivative financial instruments to manage market risks associated with fluctuations in foreign currency exchange rates on specific transactions that occur in the normal course of business. The criteria the Company uses for designating an instrument as a hedge is the instrument's effectiveness in risk reduction. To receive hedge accounting treatment, hedges must be highly effective at offsetting the impact of the hedge transaction. All derivatives, whether designated as hedging relationships or not, are recorded at fair value and are included as either an asset or liability on the balance sheet.
The Company uses a combination of option contracts to offset the foreign currency impact of certain transactions. The terms of these derivatives typically match the timing of the underlying transaction with the initial fair value, if any, and subsequent gains or losses on the change in fair value being reported in earnings within the same income statement line as the impact of the foreign currency transaction due to changes in the currency value.
FAIR VALUE
ASC 820 Fair Value Measurement and Disclosures, defines fair value as the exchange price that would be received for and asset or paid to transfer a liability (an exit price) in the principle or most advantageous market in an orderly transaction between market participants at the measurement date. Applicable accounting guidance provides a hierarchy for inputs used in measuring fair value that prioritize the use of observable inputs over the use of unobservable inputs, when such observable inputs are available. The three levels of inputs that may be used to measure fair value are as follows:
| • | Level 1 - Quoted prices in active markets for identical assets or liabilities. |
| • | Level 2 - Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets with insufficient volume or infrequent transactions (less active markets), or model-driven valuations in which all significant inputs are observable or can be derived principally from, or corroborated with, observable market data. |
| • | Level 3 - Fair value is derived from valuation techniques in which one or more significant inputs are unobservable, including assumptions and judgments made by the Company. |
It's the Company's policy to maximize the use of observable inputs and minimize the use of unobservable inputs when developing fair value measurements. When available, the Company uses quoted market prices to measure fair value. If market prices are not available, the Company is required to make judgments about assumptions market participants would use to estimate the fair value of a financial instrument.
The Company measures certain assets and liabilities at fair value on a recurring basis and recognizes transfers within the fair value hierarchy at the end of the fiscal quarter in which the change in circumstances that caused the transfer occurred.
The carrying value of cash and cash equivalents, accounts receivable, other current assets, accounts payable and accrued liabilities approximates fair value due to short-term maturities of these assets and liabilities.
INVENTORY
Inventory is stated at the lower of cost or market on a first-in, first-out basis.
PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment are carried at cost less accumulated depreciation with significant renewals and betterments being capitalized and retired equipment written off in the respective periods. Maintenance and repairs are expensed as incurred.
Depreciation is calculated using the straight-line method. Estimated useful lives used for depreciation purposes range from five to thirty years for buildings and improvements and three to ten years for machinery and equipment. Leasehold improvements are depreciated over the lesser of the economic life or the life of the associated lease.
VALUATION OF LONG-LIVED ASSETS
Definite lived intangible assets are carried at cost less accumulated amortization. Amortization is calculated on a straight-line basis over the estimated useful lives of the assets. Carrying values for long-lived assets and definite lived intangible assets, which exclude goodwill, are reviewed for possible impairment as circumstances warrant. Factors considered important that could result in an impairment review include significant underperformance relative to expected, historical or projected future operating results, significant changes in the manner of use of assets or the Company’s business strategy, or significant negative industry or economic trends. In addition, impairment reviews are conducted at the judgment of management whenever asset/asset group values are deemed to be unrecoverable relative to future undiscounted cash flows expected to be generated by that particular asset/asset group. The determination of recoverability is based on an estimate of undiscounted cash flows expected to result from the use of an asset/asset group and its eventual disposition. Such estimates require management to exercise judgment and make assumptions regarding factors such as future revenue streams, operating expenditures, cost allocation and asset utilization levels, all of which collectively impact future operating performance. The Company’s estimates of undiscounted cash flows may differ from actual cash flows due to, among other things, technological changes, economic conditions, changes to its business model or changes in its operating performance. If the sum of the undiscounted cash flows (excluding interest) is less than the carrying value of an asset/asset group, the Company would recognize an impairment loss, measured as the amount by which the carrying value exceeds the fair value of the asset or asset group.
GOODWILL AND INDEFINITE INTANGIBLE ASSETS
Goodwill and intangible assets with indefinite useful lives are not amortized but are tested at least annually for impairment in accordance with the provisions of ASC 350 Intangibles-Goodwill and Other (“ASC 350”) or more frequently if indicators of impairment exist. Intangible assets with indefinite useful lives comprise an insignificant portion of the total book value of the Company’s intangible assets. The Company assesses its conclusion regarding reporting units in conjunction with the annual goodwill impairment test, and has determined that it has one reporting unit for the purposes of allocating and testing goodwill under ASC 350.
The goodwill impairment test is a two-step process. The first step of the Company’s impairment analysis compares its fair value to its net book value to determine if there is an indicator of impairment. To determine fair value, ASC 350 allows for the use of several valuation methodologies, although it states that quoted market prices are the best evidence of fair value and shall be used as the basis for measuring fair value where available. In the Company’s calculation of fair value, it considers the closing price of its common stock on the selected testing date, the number of shares of its common stock outstanding and other marketplace activity such as a related control premium. If the calculated fair value is determined to be less than the book value of the Company, then the Company performs step two of the impairment analysis. Step two of the analysis compares the implied fair value of the Company’s goodwill to its book value. If the book value of the Company’s goodwill exceeds its implied fair value, an impairment loss is recognized equal to that excess. In step two of the Company’s annual impairment analysis, if such a step is required, the Company primarily uses the income approach methodology of valuation, which includes the discounted cash flow method as well as other generally accepted valuation methodologies, to determine the implied fair value of the Company’s goodwill. Significant management judgment is required in preparing the forecasts of future operating results that are used in the discounted cash flow method of valuation. Should step two of the impairment test be required, the estimates management would use would be consistent with the plans and estimates that the Company uses to manage its business. In addition to testing goodwill for impairment on an annual basis, factors such as unexpected adverse business conditions, deterioration of the economic climate, unanticipated technological changes, adverse changes in the competitive environment, loss of key personnel and acts by governments and courts, are considered by management and may signal that the Company’s intangible assets including goodwill have possibly become impaired and result in additional interim impairment testing.
In fiscal 2014, the Company performed an impairment test of its goodwill as of the first day of the fourth fiscal quarter in accordance with the Company’s regularly scheduled annual testing. The results of this test indicated that the Company’s goodwill was not impaired based on step one of the test; accordingly step two of the test was not performed.
BUSINESS COMBINATIONS
The Company uses the acquisition method of accounting for business combinations in accordance with ASC 805 Business Combinations, and recognizes assets acquired and liabilities assumed at their fair values on the date acquired. Goodwill represents the excess of the purchase price over the fair value of the net assets. The fair values of the assets and liabilities acquired are determined based upon the Company’s valuation using a combination of market, income or cost approaches. The valuation involves making significant estimates and assumptions which are based on detailed financial models including the projection of future cash flows, the weighted average cost of capital and any cost savings that are expected to be derived in the future.
SHARE-BASED COMPENSATION
The Company applies ASC 718 Compensation-Stock Compensation (“ASC 718”) which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees and directors including non-qualified employee stock options, share awards and units, employee stock purchase plan and other special share-based awards based on estimated fair values.
The fair value of share-based payment awards is amortized over the requisite service period, which is defined as the period during which an employee is required to provide service in exchange for an award. The Company uses a straight-line attribution method for all grants that include only a service condition. Awards with both performance and service conditions are expensed over the service period for each separately vesting tranche.
Share-based compensation expense recognized during the period is based on the value of the portion of share-based payment awards that is ultimately expected to vest during the period. Share-based compensation expense recognized in the Consolidated Statement of Operations for the fiscal year ended October 3, 2014 includes actual expense on vested awards and expense associated with unvested awards, and has been reduced for estimated forfeitures. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The Company reviews actual forfeitures at least annually.
The Company determines the fair value of share-based option awards based on the Company's closing stock price on the date of grant using a Black-Scholes options pricing model. Under the Black-Scholes model, a number of highly complex and subjective variables are used including, but not limited to: the expected stock price volatility over the term of the award, the risk-free rate, the expected life of the award and dividend yield. The determination of fair value of restricted and certain performance share awards and units is based on the value of the Company's stock on the date of grant with performance awards and units adjusted for the actual outcome of the underlying performance condition.
For more complex performance awards and units with market-based performance conditions we employ a Monte Carlo simulation valuation method to calculate the fair value of the awards based on the most likely outcome. Under the Monte Carlo simulation, a number of highly complex and subjective variables are used including, but not limited to: the expected stock price volatility over the term of the award, a correlation coefficient, the risk-free rate, the expected life of the award, and dividend yield.
RESEARCH AND DEVELOPMENT COSTS
Research and development costs are expensed as incurred.
LOSS CONTINGENCIES
The Company records its best estimates of a loss contingency when it is considered probable and the amount can be reasonably estimated. When a range of loss can be reasonably estimated with no best estimate in the range, the Company records the minimum estimated liability related to the claim. As additional information becomes available, the Company assesses the potential liability related to the Company's pending loss contingency and revises its estimates. The Company discloses contingencies if there is at least a reasonable possibility that a loss or an additional loss may have been incurred. The Company's legal costs are expensed as incurred.
FOREIGN CURRENCIES
The Company’s primary functional currency is the United States dollar. Gains and losses related to foreign currency transactions, conversion of foreign denominated cash balances and translation of foreign currency financial statements are included in current results. For certain foreign entities that utilize local currencies as their functional currency, the resulting unrealized translation gains and losses are reported as cumulative translation adjustment through other comprehensive income (loss) for each period.
INCOME TAXES
The Company uses the asset and liability method of accounting for income taxes. Under the asset and liability method, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. This method also requires the recognition of future tax benefits such as net operating loss carry forwards, to the extent that realization of such benefits is more likely than not. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
The carrying value of the Company's net deferred tax assets assumes the Company will be able to generate sufficient future taxable income in certain tax jurisdictions, based on estimates and assumptions. If these estimates and related assumptions change in the future, the Company may be required to record additional valuation allowances against its deferred tax assets resulting in additional income tax expense in its consolidated statement of operations. Management evaluates the realizability of the deferred tax assets and assesses the adequacy of the valuation allowance quarterly. Likewise, in the event the Company were to determine that it would be able to realize its deferred tax assets in the future in excess of their net recorded amount, an adjustment to the deferred tax assets would increase income or decrease the carrying value of goodwill in the period such determination was made.
The determination of recording or releasing tax valuation allowances is made, in part, pursuant to an assessment performed by management regarding the likelihood that the Company will generate future taxable income against which benefits of its deferred tax assets may or may not be realized. This assessment requires management to exercise significant judgment and make estimates with respect to its ability to generate revenues, gross profits, operating income and taxable income in future periods. Amongst other factors, management must make assumptions regarding overall business and semiconductor industry conditions, operating efficiencies, the Company's ability to develop products to its customers' specifications, technological change, the competitive environment and changes in regulatory requirements which may impact its ability to generate taxable income and, in turn, realize the value of its deferred tax assets.
The calculation of the Company’s tax liabilities includes addressing uncertainties in the application of complex tax regulations and is based on the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.
The Company recognizes liabilities for anticipated tax audit issues in the United States and other tax jurisdictions based on its recognition threshold and measurement attribute of whether it is more likely than not that the positions the Company has taken in tax filings will be sustained upon tax audit, and the extent to which, additional taxes would be due. If payment of these amounts ultimately proves to be unnecessary, the reversal of the liabilities would result in tax benefits being recognized in the period in which it is determined the liabilities are no longer necessary. If the estimate of tax liabilities proves to be less than the ultimate assessment, a further charge to expense would result. The Company recognizes any interest or penalties, if incurred, on any unrecognized tax benefits as a component of income tax expense.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers, which supersedes most of the current revenue recognition requirements. The core principle of the new guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for these goods or services. New disclosures about the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers are also required. This guidance is effective for the Company in the first quarter of fiscal year 2018 and early application is not permitted. Entities must adopt the new guidance using one of two retrospective application methods. The Company is currently evaluating the standard but does not expect it to have a material impact on our financial position, results of operations or cash flows.
- BUSINESS COMBINATIONS
On July 7, 2014, the Company entered into a stock purchase agreement (the “Agreement”) with Panasonic Corporation, through its Automotive & Industrial Systems Company (“Panasonic”), Skyworks Panasonic Filter Solutions Japan Co., Ltd. (“FilterCo”), Skyworks Panasonic Filter Solutions Singapore Pte. Ltd., a wholly owned subsidiary of FilterCo (“FilterSub”), Skyworks Luxembourg S.a.r.l., and Panasonic Asia Pacific Pte. Ltd. providing for the formation of a joint venture with respect to the design, manufacture and sale of Panasonic’s surface acoustic wave (“SAW”) and temperature-compensated (“TC”) SAW filter products. On August 1, 2014, pursuant to the terms contemplated by the Agreement, Panasonic completed its contribution to FilterCo and its wholly owned subsidiary, FilterSub, certain assets, properties, employees and rights related to its SAW and TC SAW filter business. Also on August 1, 2014 the Company completed its acquisition of a 66% controlling interest in FilterCo for $148.5 million in cash,
subject to certain working capital adjustments. The working capital adjustment has been estimated and is included in the purchase price and recorded in other current liabilities on the balance sheet. Following the two-year anniversary of the closing of this acquisition, the Company will have the right to acquire from Panasonic, and Panasonic will have the right to sell to the Company, the remaining 34% interest in FilterCo for $76.5 million, subject to certain potential foreign exchange fluctuation adjustments as described in the Agreement (collectively the “purchase options”).
Overall demand for SAW and TC SAW filters is increasing as technology enhancements and product architectures become more complex to support the overall evolution of wireless technology and the increasing number of frequency bands that are utilized in end consumer products. The acquisition assists the Company in securing a dedicated supply of SAW and TC SAW filters in addition to allowing for integrating filters into the design and production of the Company's products.
The purchase options allow the Company to acquire the remaining 34% interest in FilterCo from Panasonic for a fixed price of $76.5 million on or after the second anniversary of the acquisition and permit Panasonic to sell its remaining 34% interest to the Company under the same terms. These options are non-transferable and terminate if the Company exercises its option to purchase, or Panasonic exercises its option to sell, the non-controlling interest. Accordingly, the Company concluded that the purchase options are embedded in the non-controlling interest because they are not legally detachable from the non-controlling interest nor are they separately exercisable because the non-controlling interest terminates upon exercising of the options.
In accordance with ASC 480 Distinguishing Liabilities from Equity, the Company will account for the purchase option and non-controlling interest on a combined basis because it reflects the economic substance of the transaction and the Company retains the risks and rewards of owning FilterCo over the option period. Accordingly, the purchase option is considered to be seller financing of the remaining 34% of FilterCo and as a result, will be recorded as a liability for the future purchase of the remaining interest. The Company will not recognize a non-controlling interest in the consolidated financial statements. The $76.5 million settlement amount of this liability was measured at its present value in the determination of purchase price for this acquisition. The difference between the present value and settlement amount will be accreted to earnings ratably over the option period. As of October 3, 2014, the present value of this liability was $74.0 million and included in other long-term liabilities on the balance sheet.
Although the settlement amount of the purchase option is fixed, it contains a foreign exchange adjustment (“foreign exchange collar”). In the event the exchange rate between the United States dollar and the Japanese yen fluctuates outside of a predetermined range as defined in the Agreement upon exercising of the options the total amount the Company owes to Panasonic can change. This feature was intended for the parties to share in foreign exchange exposure outside of this range and does not impact the fair value of the remaining interest in FilterCo. As of the date of the acquisition the fair value of the foreign exchange collar was immaterial and was excluded from the determination of purchase price and accounted for separately from the acquisition (see Note 4 Fair Value in these Notes to the Consolidated Financial Statements for further information). As of October 3, 2014, the exchange rate between the United States dollar and Japanese yen was within the foreign exchange collar.
The Company reviewed ASC 810 Consolidations, and concluded that FilterCo does not meet the definition of a variable interest entity. The Company controls FilterCo through its voting rights and absorbs all of FilterCo's expected losses or residual returns. Panasonic does not share in the risks and rewards of FilterCo. Accordingly, the Company consolidated 100% of FilterCo's activity and eliminated all intercompany transactions and will not recognize a non-controlling interest.
The allocation of the purchase price to the assets and liabilities recognized in the Company’s acquisition of FilterCo was not finalized at the time of filing this annual report on Form 10-K. The preliminary allocation of the purchase price reflected in the accompanying financial statements is based upon estimates and assumptions which are subject to change within the measurement period (up to one year from the acquisition date as prescribed in the ASC 805 Business Combinations). The preliminary allocation of the purchase price is based on the estimated fair values of the assets acquired and liabilities assumed by major class related to the FilterCo acquisition and are reflected, as of the acquisition date, in the accompanying financial statements as follows (in millions):
| As of | ||||
| Estimated fair value of assets acquired | August 1, 2014 | |||
| Accounts receivable | $ | 12.2 | ||
| Inventory | 35.5 | |||
| Property, plant and equipment | 121.2 | |||
| Developed technology | 36.2 | |||
| Goodwill | 50.5 | |||
| Liabilities assumed | (22.4 | ) | ||
| Estimated fair value of net assets acquired | $ | 233.2 |
The preliminary amount of the FilterCo purchase price allocated to goodwill of $50.5 million represents the expected synergies from cost reductions and manufacturing efficiencies. The Company expects that substantially all of the goodwill recognized in this transaction will not be deductible for tax purposes.
The Company considers FilterCo's patented and unpatented technologies, manufacturing know-how and trade secrets to be closely related and as a result have combined these into one identifiable intangible asset as of the acquisition date. The fair value of the developed technology asset was preliminarily valued at $36.2 million and will be amortized on a straight-line basis over its estimated useful life of three years as of August 1, 2014. The estimated fair value of the intangible asset acquired was primarily determined using a relief from royalty method based on significant inputs that were not observed. The Company considers the fair value of each of the acquired intangible assets to be Level 3 assets due to the significant estimates and assumptions used by management in establishing the estimated fair values. See Note 4, Fair Value, in these Notes to the Consolidated Financial Statements for the definition of Level 3 assets.
The assumed liabilities of FilterCo include an estimate for a net pension obligation that had not yet transferred to the Company as of October 3, 2014. FilterCo employees located in Japan were covered under a pension plan provided by Panasonic. In the Company's second quarter of fiscal 2015, these employees will cease their employment with Panasonic and will become FilterCo employees. Employee benefits offered under the Panasonic pension will not change and as a result, the employee transfer will include a pro-rata share of pension assets and obligations that are entitled to all transferred employees. The Company preliminarily estimates this obligation of $6.4 million as of October 3, 2014 and upon the completion of the employee and pension related assets and obligation transfer, the Company will compute its fair value assessment of the pension assets and obligations in accordance with ASC 715 Compensation - Retirement Benefits. Any adjustment related to this fair value calculation to benefits that existed as of the acquisition date will be treated as a measurement period adjustment.
Net revenue and net income for FilterCo have been included in the Consolidated Statements of Operations from the acquisition date through the end of the fiscal year on October 3, 2014 and the impact of FilterCo's ongoing operations on the Company's net revenue and net income were immaterial. The Company recognized transaction related costs associated with this acquisition of approximately $3.4 million during the fiscal year ended October 3, 2014 which were included within the sales, administrative and general expense line item on the statement of operations.
The unaudited pro forma financial results for the fiscal years ended October 3, 2014 and September 27, 2013 combine the unaudited historical results of Skyworks with the unaudited historical results of FilterCo for the fiscal years ended October 3, 2014 and September 27, 2013, respectively. The results include the effects of unaudited pro forma adjustments as if FilterCo was acquired at the beginning of the prior fiscal year, September 29, 2012. The unaudited pro forma results presented include amortization charges for acquired intangible assets, adjustments for increases in the fair value of acquired inventory, other charges and related tax effects. The pro forma financial results presented below do not include any anticipated synergies or other expected benefits of the acquisition. These unaudited results are presented for informational purposes only and are not necessarily indicative of future operations (in millions, except per share amounts):
| Fiscal Years-Ended | ||||||||
| October 3, 2014 | September 27, 2013 | |||||||
| Revenue | $ | 2,324.9 | $ | 1,819.6 | ||||
| Net income | $ | 451.7 | $ | 256.4 | ||||
| Diluted earnings per common share | $ | 2.35 | $ | 1.33 |
- FAIR VALUE
The Company groups its financial assets and liabilities measured at fair value on a recurring basis in three levels, based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value. These levels are:
| • | Level 1 - Quoted prices in active markets for identical assets or liabilities. |
| • | Level 2 - Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets with insufficient volume or infrequent transactions (less active markets), or model-driven valuations in which all significant inputs are observable or can be derived principally from, or corroborated with, observable market data. |
| • | Level 3 - Fair value is derived from valuation techniques in which one or more significant inputs are unobservable, including assumptions and judgments made by the Company. |
Assets and Liabilities Measured and Recorded at Fair Value on a Recurring Basis
The Company measures certain assets and liabilities at fair value on a recurring basis such as our financial instruments and derivatives. There have been no transfers between Level 1, 2 or 3 assets or liabilities during the fiscal year ended October 3, 2014.
As of October 3, 2014, the Company's Level 3 assets included an auction rate security which is classified as available for sale and recorded in other long-term assets and is scheduled to mature in 2017. Due to the illiquid market for this security the Company has classified the carrying value as a Level 3 asset with the difference between the par and carrying value being categorized as a temporary loss and recorded in accumulated other comprehensive loss. There were no changes to the value of the auction rate security categorized as a Level 3 asset during the fiscal year ended October 3, 2014.
As of October 3, 2014, the Company purchased a currency call option and sold a currency put option to primarily match the underlying strike prices and timing of the foreign exchange collar detailed in Note 3, Business Combinations, in these Notes to the Consolidated Financial Statements. These net currency options are intended to hedge the potential cash exposure related to fluctuations in the exchange rate between the United States dollar and Japanese yen. The Company nets the fair value of the foreign currency option with the fair value of the foreign exchange collar and records the change in earnings each period. The Company measures the fair value of these derivatives using prices and assumptions such as yield curves and option volatilities. As of October 3, 2014, these derivatives have been classified as Level 3 assets and the net change in fair value had a de minimis impact to the consolidated results.
The Company classified its future purchase obligation related to the remainder of the outstanding interest in FilterCo from Panasonic as a Level 3 liability. The Company calculated the present value of this obligation in its determination of goodwill using unobservable inputs and management judgment. The difference between the calculated present value and the fixed settlement amount is being accreted to earnings ratable over the remaining purchase option period. See Note 3, Business Combinations in these Notes to the Consolidated Financial Statements for further detail.
As of October 3, 2014, assets and liabilities recorded at fair value on a recurring basis consisted of the following (in millions):
| Fair Value Measurements | |||||||||||||||
| Total | Quoted prices in active markets for identical assets (Level 1) | Significant other observable inputs (Level 2) | Significant unobservable inputs (Level 3) | ||||||||||||
| Assets | |||||||||||||||
| Money market funds | $ | 444.5 | $ | 444.5 | $ | — | $ | — | |||||||
| Auction rate security | 2.3 | — | — | 2.3 | |||||||||||
| Foreign currency derivative assets | 0.7 | — | — | 0.7 | |||||||||||
| Total | $ | 447.5 | $ | 444.5 | $ | — | $ | 3.0 | |||||||
| Liabilities | |||||||||||||||
| Purchase obligation recorded for business combinations | $ | 74.0 | $ | — | $ | — | $ | 74.0 | |||||||
| Foreign currency derivative liabilities | 0.7 | — | — | 0.7 | |||||||||||
| Total | $ | 74.7 | $ | — | $ | — | $ | 74.7 |
Assets Measured and Recorded at Fair Value on a Nonrecurring Basis
The Company's non-financial assets and liabilities, such as goodwill, intangible assets, and other long-lived assets resulting from business combinations are measured at fair value using valuation methodologies at the date of acquisition and subsequently re-
measured if there are indicators of impairment. There were no indicators of impairment identified during the fiscal year ended October 3, 2014.
- INVENTORY
Inventory consists of the following (in millions):
| As of | |||||||
| October 3, 2014 | September 27, 2013 | ||||||
| Raw materials | $ | 45.4 | $ | 25.2 | |||
| Work-in-process | 145.9 | 128.3 | |||||
| Finished goods | 71.3 | 65.0 | |||||
| Finished goods held on consignment by customers | 8.2 | 11.0 | |||||
| Total inventories | $ | 270.8 | $ | 229.5 |
- PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment consist of the following (in millions):
| As of | |||||||
| October 3, 2014 | September 27, 2013 | ||||||
| Land and improvements | $ | 11.6 | $ | 12.2 | |||
| Buildings and improvements | 90.7 | 60.3 | |||||
| Furniture and fixtures | 26.9 | 23.4 | |||||
| Machinery and equipment | 952.9 | 668.1 | |||||
| Construction in progress | 95.0 | 95.3 | |||||
| Total property, plant and equipment, gross | 1,177.1 | 859.3 | |||||
| Accumulated depreciation and amortization | (621.2 | ) | (530.7 | ) | |||
| Total property, plant and equipment, net | $ | 555.9 | $ | 328.6 |
- GOODWILL AND INTANGIBLE ASSETS
The Company's goodwill balance increased as of October 3, 2014 due to the acquisition of FilterCo, as discussed in Note 3, Business Combinations, in these Notes to the Consolidated Financial Statements. The Company tests its goodwill and non-amortizing trademarks for impairment annually as of the first day of its fourth fiscal quarter and in interim periods if certain events occur indicating the carrying value of goodwill or non-amortizing trademarks may be impaired. There were no indicators of impairment noted during the fiscal year ended October 3, 2014.
Intangible assets consist of the following (in millions):
| As of | As of | |||||||||||||||||||||||
| Weighted average amortization period remaining (years) | October 3, 2014 | September 27, 2013 | ||||||||||||||||||||||
| Gross carrying amount | Accumulated amortization | Net carrying amount | Gross carrying amount | Accumulated amortization | Net carrying amount | |||||||||||||||||||
| Customer relationships | 2.0 | $ | 57.2 | $ | (39.4 | ) | $ | 17.8 | $ | 78.7 | $ | (49.3 | ) | $ | 29.4 | |||||||||
| Developed technology and other | 2.5 | 96.2 | (40.6 | ) | 55.6 | 88.9 | (55.3 | ) | 33.6 | |||||||||||||||
| IPR&D | 0 | 6.1 | (6.1 | ) | — | 6.1 | (5.9 | ) | 0.2 | |||||||||||||||
| Trademarks | Indefinite | 1.6 | — | 1.6 | 1.6 | — | 1.6 | |||||||||||||||||
| Total intangible assets | $ | 161.1 | $ | (86.1 | ) | $ | 75.0 | $ | 175.3 | $ | (110.5 | ) | $ | 64.8 |
The net carrying amount of intangible assets increased for the fiscal year ended October 3, 2014 due to the identifiable intangible assets from the acquisition of FilterCo as discussed in Note 3, Business Combinations, in these Notes to the Consolidated Financial Statements. The increase in intangible assets was offset by the write-down of the gross carrying amount and associated accumulated amortization of fully amortized intangible assets that no longer provide a specific benefit to the Company. This write-down of gross intangible assets did not impact the net carrying amount of intangible assets as of October 3, 2014.
Annual amortization expense for the next five years related to intangible assets is expected to be as follows (in millions):
| 2015 | 2016 | 2017 | 2018 | 2019 | Thereafter | ||||||||||||||||||
| Amortization expense | $ | 33.1 | $ | 28.3 | $ | 12.0 | $ | — | $ | — | $ | — |
- INCOME TAXES
Income before income taxes consists of the following components (in millions):
| Fiscal Years Ended | |||||||||||
| October 3, 2014 | September 27, 2013 | September 28, 2012 | |||||||||
| United States | $ | 346.8 | $ | 164.8 | $ | 113.1 | |||||
| Foreign | 218.4 | 179.7 | 141.8 | ||||||||
| Income before income taxes | $ | 565.2 | $ | 344.5 | $ | 254.9 |
The provision for income taxes consists of the following (in millions):
| Fiscal Years Ended | |||||||||||
| October 3, 2014 | September 27, 2013 | September 28, 2012 | |||||||||
| Current tax expense (benefit): | |||||||||||
| Federal | $ | 88.2 | $ | 38.0 | $ | 32.4 | |||||
| State | (0.5 | ) | 0.1 | (1.7 | ) | ||||||
| Foreign | 13.5 | 14.8 | 8.6 | ||||||||
| 101.2 | 52.9 | 39.3 | |||||||||
| Deferred tax expense (benefit): | |||||||||||
| Federal | 12.3 | 14.4 | 13.0 | ||||||||
| State | (4.6 | ) | (4.9 | ) | (3.7 | ) | |||||
| Foreign | (11.2 | ) | (0.1 | ) | 0.4 | ||||||
| (3.5 | ) | 9.4 | 9.7 | ||||||||
| Change in valuation allowance | 9.8 | 4.1 | 3.9 | ||||||||
| Provision for income taxes | $ | 107.5 | $ | 66.4 | $ | 52.9 |
The actual income tax expense is different than that which would have been computed by applying the federal statutory tax rate to income before income taxes. A reconciliation of income tax expense as computed at the United States Federal statutory income tax rate to the provision for income tax expense follows (in millions):
| Fiscal Years Ended | |||||||||||
| October 3, 2014 | September 27, 2013 | September 28, 2012 | |||||||||
| Tax expense at United States statutory rate | $ | 197.8 | $ | 120.6 | $ | 89.2 | |||||
| Foreign tax rate difference | (77.3 | ) | (49.8 | ) | (44.7 | ) | |||||
| Deemed dividend from foreign subsidiary | — | — | 2.4 | ||||||||
| Research and development credits | (2.8 | ) | (16.3 | ) | (1.7 | ) | |||||
| Change in tax reserve | 11.0 | 11.7 | 10.4 | ||||||||
| Change in valuation allowance | 9.8 | 4.1 | 3.9 | ||||||||
| Domestic production activities deduction | (10.9 | ) | (5.0 | ) | (3.9 | ) | |||||
| Audit settlements and adjustments | (19.7 | ) | 1.9 | — | |||||||
| Other, net | (0.4 | ) | (0.8 | ) | (2.7 | ) | |||||
| Provision for income taxes | $ | 107.5 | $ | 66.4 | $ | 52.9 |
The Company operates in foreign jurisdictions with income tax rates lower than the United States tax rate of 35%. The Company's tax benefits related to foreign earnings taxed at a rate less than the United States federal rate were $77.3 million and $49.8 million for the fiscal years ended October 3, 2014 and September 27, 2013, respectively.
During the fourth quarter of fiscal 2014, the Company concluded an Internal Revenue Service (“IRS”) examination of its federal income tax return for fiscal year 2011. As a result of the conclusion of the IRS examination, the Company agreed to various adjustments to its fiscal 2011 tax return which resulted in the recognition of additional tax expense of $0.7 million and $1.9 million for fiscal years 2014 and 2013, respectively. In addition, the conclusion of the IRS examination also resulted in a decrease in our uncertain tax positions of $20.9 million in fiscal 2014, of which $20.4 million was recognized as a benefit to tax expense.
The federal tax credit available under the Internal Revenue Code for research and development expenses expired on December 31, 2013. As of October 3, 2014, the United States Congress had not taken action to extend the Research and Experimentation Tax Credit. Accordingly, the income tax provision for the year ended October 3, 2014, does not reflect the impact of any research and development tax credits that would have been earned after December 31, 2013, had the federal tax credit not expired.
In December 2013, Mexico enacted a comprehensive tax reform package, which became effective on January 1, 2014. As a result of this change, the Company adjusted its deferred taxes in that jurisdiction, resulting in the recognition of a tax benefit that reduced the Company’s foreign income tax expense by $4.6 million for year ended October 3, 2014.
On October 2, 2010, the Company expanded its presence in Asia by launching operations in Singapore. The Company operates under a tax holiday in Singapore, which is effective through September 30, 2020. The tax holiday is conditional upon the Company's compliance with certain employment and investment thresholds in Singapore. The impact of the tax holiday decreased Singapore's taxes by $12.6 million and $10.0 million for the fiscal years ended October 3, 2014 and September 27, 2013, respectively. This resulted in tax benefits of $0.07 and $0.05 of diluted earnings per share for the fiscal years ended October 3, 2014 and September 27, 2013, respectively.
As a result of the enactment of the Tax Relief Act of 2012, which retroactively reinstated and extended the research and development tax credit, $7.0 million of federal research and development tax credits which were earned in fiscal 2012 reduced our tax rate during the fiscal year ended September 27, 2013.
Deferred income tax assets and liabilities consist of the tax effects of temporary differences related to the following (in millions):
| Fiscal Years Ended | |||||||
| October 3, 2014 | September 27, 2013 | ||||||
| Deferred Tax Assets: | |||||||
| Current: | |||||||
| Inventory | $ | 5.3 | $ | 3.7 | |||
| Bad debts | 0.2 | 0.2 | |||||
| Accrued compensation and benefits | 5.0 | 4.0 | |||||
| Product returns, allowances and warranty | 4.9 | 1.6 | |||||
| Restructuring | 0.2 | 0.3 | |||||
| Other, net | 0.3 | 0.5 | |||||
| Current deferred tax assets | 15.9 | 10.3 | |||||
| Less valuation allowance | (6.4 | ) | (3.2 | ) | |||
| Net current deferred tax assets | 9.5 | 7.1 | |||||
| Long-term: | |||||||
| Intangible assets | 4.7 | 5.5 | |||||
| Share-based and other deferred compensation | 39.4 | 37.0 | |||||
| Net operating loss carry forwards | 12.7 | 20.3 | |||||
| Federal tax credits | 13.0 | 16.0 | |||||
| State tax credits | 43.1 | 38.5 | |||||
| Other, net | 2.7 | 2.0 | |||||
| Long-term deferred tax assets | 115.6 | 119.3 | |||||
| Less valuation allowance | (54.4 | ) | (47.8 | ) | |||
| Net long-term deferred tax assets | 61.2 | 71.5 | |||||
| Deferred tax assets | 131.5 | 129.6 | |||||
| Less valuation allowance | (60.8 | ) | (51.0 | ) | |||
| Net deferred tax assets | 70.7 | 78.6 | |||||
| Deferred Tax Liabilities: | |||||||
| Current: | |||||||
| Prepaid insurance | (0.8 | ) | (0.8 | ) | |||
| Current deferred tax liabilities | (0.8 | ) | (0.8 | ) | |||
| Long-term: | |||||||
| Property, plant and equipment | (11.6 | ) | (14.3 | ) | |||
| Intangible assets | (1.2 | ) | (3.1 | ) | |||
| Long-term deferred tax liabilities | (12.8 | ) | (17.4 | ) | |||
| Net deferred tax liabilities | (13.6 | ) | (18.2 | ) | |||
| Total deferred tax assets | $ | 57.1 | $ | 60.4 |
In accordance with GAAP, management has determined that it is more likely than not that a portion of its historic and current year income tax benefits will not be realized. As of October 3, 2014, the Company has maintained a valuation allowance of $60.8 million. This valuation allowance is comprised of $43.1 million related to domestic state tax credits, and $17.7 million related to foreign deferred tax assets. If these benefits are recognized in a future period the valuation allowance on deferred tax assets will be reversed and up to a $60.4 million income tax benefit, and up to a $0.4 million reduction to goodwill, may be recognized. The Company will need to generate $144.7 million of future United States federal taxable income to utilize our United States deferred tax assets as of October 3, 2014.
Deferred tax assets are recognized for foreign operations when management believes it is more likely than not that the deferred tax assets will be recovered during the carry forward period. The Company will continue to assess its valuation allowance in future periods.
As of October 3, 2014, the Company has United States federal net operating loss carry forwards of approximately $21.5 million. The utilization of these net operating losses is subject to certain annual limitations as required under Internal Revenue Code section 382 and similar state income tax provisions. The United States federal net operating loss carry forwards expire at various dates through 2031. The Company also has United States federal income tax credit carry forwards of $7.0 million, of which $6.9 million of federal income tax credit carry forwards have not been recorded as a deferred tax asset. The Company also has state income tax credit carry forwards of $43.1 million, net of federal benefits, for which the Company has provided a valuation allowance. The United States federal tax credits expire at various dates through 2030. The state tax credits relate primarily to California research tax credits which can be carried forward indefinitely.
The Company has continued to expand its operations and increase its investments in numerous international jurisdictions. These activities will increase the Company’s earnings attributable to foreign jurisdictions. As of October 3, 2014, no provision has been made for United States federal, state, or additional foreign income taxes related to approximately $739.6 million of undistributed earnings of foreign subsidiaries which have been or are intended to be permanently reinvested. It is not practicable to determine the United States federal income tax liability, if any, which would be payable if such earnings were not permanently reinvested.
The Company’s gross unrecognized tax benefits totaled $51.8 million and $63.2 million as of October 3, 2014 and September 27, 2013, respectively. Of the total unrecognized tax benefits at October 3, 2014, $41.8 million would impact the effective tax rate, if recognized. The remaining unrecognized tax benefits would not impact the effective tax rate, if recognized, due to the Company’s valuation allowance and certain positions which were required to be capitalized. There are no positions which the Company anticipates could change within the next twelve months.
A reconciliation of the beginning and ending amount of gross unrecognized tax benefits is as follows (in millions):
| Unrecognized tax benefits | |||
| Balance at September 27, 2013 | $ | 63.2 | |
| Decreases based on positions related to prior years | (1.2 | ) | |
| Increases based on positions related to current year | 11.0 | ||
| Decreases relating to settlements with taxing authorities | (20.9 | ) | |
| Decreases relating to lapses of applicable statutes of limitations | (0.3 | ) | |
| Balance at October 3, 2014 | $ | 51.8 |
During the year ended October 3, 2014, the Company recognized $0.3 million of previously unrecognized tax benefits related to the expiration of the statute of limitations. The Company recognized $0.5 million of accrued interest or penalties related to unrecognized tax benefits during fiscal 2014. The decrease in unrecognized tax benefits of $20.9 million was related to the settlement of the Company's IRS audit of fiscal year 2011.
The Company’s major tax jurisdictions as of October 3, 2014 are the United States, California, Iowa, Singapore, Mexico and Canada. For the United States, the Company has open tax years dating back to fiscal 1999 due to the carry forward of tax attributes. For California, the Company has open tax years dating back to fiscal 1999 due to the carry forward of tax attributes. For Iowa, the Company has open tax years dating back to fiscal 2003 due to the carry forward of tax attributes. For Canada, the Company has open tax years dating back to fiscal 2007. For Mexico, the Company has open tax years back to fiscal 2008. For Singapore, the Company has open tax years dating back to fiscal 2011. The Company is subject to audit examinations by the respective taxing authorities on a periodic basis, of which the results could impact our financial position, results of operations or cash flows.
- STOCKHOLDERS’ EQUITY
COMMON STOCK
At October 3, 2014, the Company is authorized to issue 525.0 million shares of common stock, par value $0.25 per share, of which 214.2 million shares are issued and 189.2 million shares outstanding.
Holders of the Company’s common stock are entitled to dividends in the event declared by the Company’s Board of Directors out of funds legally available for such purpose. Dividends may not be paid on common stock unless all accrued dividends on preferred stock, if any, have been paid or declared and set aside. In the event of the Company’s liquidation, dissolution or winding up, the holders of common stock will be entitled to share pro rata in the assets remaining after payment to creditors and after payment of the liquidation preference plus any unpaid dividends to holders of any outstanding preferred stock.
Each holder of the Company’s common stock is entitled to one vote for each such share outstanding in the holder’s name. No holder of common stock is entitled to cumulate votes in voting for directors. The Company’s restated certificate of incorporation as amended to date, (“the Certificate of Incorporation”) provides that, unless otherwise determined by the Company’s Board of Directors, no holder of stock has any preemptive right to purchase or subscribe for any stock of any class which the Company may issue or sell.
PREFERRED STOCK
The Company’s Certificate of Incorporation has authorized and permits the Company to issue up to 25.0 million shares of preferred stock without par value in one or more series and with rights and preferences that may be fixed or designated by the Company’s Board of Directors without any further action by the Company’s stockholders. The designation, powers, preferences, rights and qualifications, limitations and restrictions of the preferred stock of each series will be fixed by the certificate of designation relating to such series, which will specify the terms of the preferred stock. At October 3, 2014, the Company had no shares of preferred stock issued or outstanding.
SHARE REPURCHASE
During the fiscal year ended October 3, 2014, the Company paid approximately $165.7 million (including commissions) in connection with the repurchase of 4.5 million shares of its common stock (paying an average price of $36.46 per share) under the July 16, 2013 $250.0 million share repurchase plan. This plan was initially valid through July 16, 2015 and allowed for the repurchase of the Company's common stock on the open market or in privately negotiated transactions, in compliance with applicable securities laws and other legal requirements. As of October 3, 2014, $63.9 million remained available under the share repurchase plan.
On November 11, 2014, the Board of Directors approved a new share repurchase program, pursuant to which the Company is authorized to repurchase up to $300.0 million of its common stock from time to time on the open market or in privately negotiated transactions as permitted by securities laws and other legal requirements. The repurchase program is set to expire on November 11, 2016; however, it may be suspended, discontinued or extended by the Board of Directors at any time prior to its expiration on November 11, 2016. This authorized stock repurchase program replaced in its entirety the July 16, 2013 stock repurchase program. These repurchases have been and will be funded with the Company's working capital.
During the fiscal year ended September 27, 2013, the Company paid approximately $184.9 million (including commissions) in connection with the repurchase of 8.1 million shares of its common stock (paying an average price of $22.75 per share).
DIVIDENDS
The Company announced the initiation of a quarterly cash dividend program on March 3, 2014. On November 6, 2014, the Company announced that the Board of Directors declared a cash dividend on the Company's common stock of $0.13 per share, an increase compared to the dividend from the prior quarter. These dividends are payable on December 11, 2014 to the Company's stockholders of record as of the close of business on November 18, 2014. Future dividends are subject to declaration by the Board of Directors. During the fiscal year ended October 3, 2014, the Company declared cash dividends per common share during the period presented as follows (in millions except per share amounts):
| Per Share | Total | ||||||
| First quarter | $ | — | $ | — | |||
| Second quarter | — | — | |||||
| Third quarter | 0.11 | 20.8 | |||||
| Fourth quarter | 0.11 | 20.9 | |||||
| $ | 0.22 | $ | 41.7 |
EMPLOYEE STOCK BENEFIT PLANS
As of October 3, 2014, the Company has the following equity compensation plans under which its equity securities were authorized for issuance to its employees and/or directors:
| • | the Directors’ 2001 Stock Option Plan |
| • | the Non-Qualified Employee Stock Purchase Plan |
| • | the 2002 Employee Stock Purchase Plan |
| • | the 2005 Long-Term Incentive Plan |
| • | the 2008 Director Long-Term Incentive Plan |
| • | AATI 1998 Amended Stock Plan |
| • | AATI 2005 Equity Incentive Plan |
Except for the Non-Qualified Employee Stock Purchase Plan, each of the foregoing equity compensation plans was approved by the Company’s stockholders.
As of October 3, 2014, a total of 90.9 million shares are authorized for grant under the Company's share-based compensation plans, with 7.5 million options outstanding. The number of common shares reserved for future awards to employees and directors under these plans was 14.8 million at October 3, 2014. The Company grants equity awards under the 2005 Long-Term Incentive Plan to employees and the 2008 Director Long-Term Incentive Plan for non-employee directors.
2005 Long-Term Incentive Plan. Under this plan, officers, employees, non-employee directors and certain consultants may be granted stock options, restricted stock awards and units, performance stock awards and units and other share-based awards. The plan has been approved by the stockholders. Under the plan, up to 55.9 million shares have been authorized for grant. A total of 14.0 million shares are available for new grants as of October 3, 2014. The maximum contractual term of the awards is seven years from the date of grant. Options granted under the plan are exercisable at the determination of the compensation committee and generally vest ratably over four years. Restricted stock awards and units granted under the plan at the determination of the compensation committee generally vest over four or more years. With respect to restricted stock awards, dividends are accumulated and paid when the underlying shares vest. If the underlying shares are forfeited for any reason, the rights to the dividends with respect to such shares are also forfeited. No dividends or dividend equivalents are paid or accrued with respect to restricted stock unit awards or other awards until the shares underlying such awards become vested and are issued to the award holder. Performance stock awards and units are contingently granted depending on the achievement of certain predetermined performance goals and generally vest over three or more years.
2008 Director Long-Term Incentive Plan. Under this plan, non-employee directors may be granted stock options, restricted stock awards and other share-based awards. The plan has been approved by the stockholders. Under the plan a total of 1.5 million shares have been authorized for option grants. A total of 0.7 million shares are available for new grants as of October 3, 2014. The maximum contractual term of the director awards is ten years from the date of grant. Options granted under the plan are generally exercisable over four years. Restricted stock awards granted under the plan are exercisable at the determination of the compensation committee and generally vest over three or more years. With respect to restricted stock awards, dividends are accumulated and paid when the underlying shares vest. If the underlying shares are forfeited for any reason, the rights to the dividends with respect to such shares are also forfeited.
Employee Stock Purchase Plans. The Company maintains a domestic and an international employee stock purchase plan. Under these plans, eligible employees may purchase common stock through payroll deductions of up to 10% of their compensation. The price per share is the lower of 85% of the fair market value of the common stock at the beginning or end of each offering period (generally six months). The plans provide for purchases by employees of up to an aggregate of 9.7 million shares. Shares of common stock purchased under these plans in fiscal years ended October 3, 2014, September 27, 2013, and September 28, 2012 were 0.5 million, 0.5 million, and 0.5 million, respectively. At October 3, 2014, there are 1.5 million shares available for purchase. The Company recognized compensation expense of $4.1 million, $3.9 million and $3.5 million for the fiscal years ended October 3, 2014, September 27, 2013, and September 28, 2012, respectively related to the employee stock purchase plan. The unrecognized compensation expense on the employee stock purchase plan at October 3, 2014 was $1.3 million. The weighted average period over which the cost is expected to be recognized is approximately four months.
Stock Options
The following table represents a summary of the Company's stock options:
| Shares (in millions) | Weighted average exercise price | Weighted average remaining contractual life (in years) | Aggregate intrinsic value (in millions) | |||||||||
| Balance outstanding at September 27, 2013 | 10.7 | $ | 16.76 | |||||||||
| Granted | 1.8 | $ | 29.56 | |||||||||
| Exercised | (4.8 | ) | $ | 14.20 | ||||||||
| Canceled/forfeited | (0.2 | ) | $ | 21.39 | ||||||||
| Balance outstanding at October 3, 2014 | 7.5 | $ | 21.26 | 4.3 | $ | 254.2 | ||||||
| Exercisable at October 3, 2014 | 3.0 | $ | 16.46 | 3.1 | $ | 117.1 |
The weighted-average grant date fair value per share of employee stock options granted during the fiscal years ended October 3, 2014, September 27, 2013 and September 28, 2012 was $11.91, $9.31, and $8.91, respectively. The total grant date fair value of the options vested during the fiscal years ending October 3, 2014, September 27, 2013 and September 28, 2012 was $21.8 million, $33.5 million and $25.4 million, respectively.
Restricted and Performance Awards and Units
The following table represents a summary of the Company's restricted and performance transactions:
| Shares (In millions) | Weighted average grant date fair value | |||||
| Non-vested awards outstanding at September 27, 2013 | 5.7 | $ | 20.31 | |||
| Granted (1) | 2.6 | $ | 26.69 | |||
| Vested | (2.3 | ) | $ | 21.11 | ||
| Canceled/forfeited | (0.3 | ) | $ | 19.95 | ||
| Non-vested awards outstanding at October 3, 2014 | 5.7 | $ | 21.48 | |||
| (1) includes performance shares granted and earned based on maximum performance under the underlying performance metrics |
The weighted average grant date fair value per share for awards granted during the fiscal years ended October 3, 2014, September 27, 2013 and September 28, 2012 was $26.69, $20.19, and $19.31, respectively. The total grant date fair value of the awards vested during the fiscal years ending October 3, 2014, September 27, 2013 and September 28, 2012 was $63.1 million, $53.5 million and $53.8 million, respectively.
The following table summarizes the total intrinsic value for stock options exercised and awards vested (in millions):
| Fiscal Years Ended | |||||||||||
| October 3 2014 | September 27 2013 | September 28 2012 | |||||||||
| Options | $ | 101.3 | $ | 26.2 | $ | 54.5 | |||||
| Awards | $ | 63.1 | $ | 53.5 | $ | 53.8 |
Valuation and Expense Information under ASC 718
The following table summarizes pre-tax share-based compensation expense by financial statement line and related tax benefit (in millions):
| Fiscal Years Ended | |||||||||||
| October 3, 2014 | September 27, 2013 | September 28, 2012 | |||||||||
| Cost of goods sold | $ | 11.3 | $ | 10.2 | $ | 9.4 | |||||
| Research and development | 36.2 | 28.2 | 28.0 | ||||||||
| Selling, general and administrative | 38.5 | 33.3 | 34.8 | ||||||||
| Total share-based compensation expense | $ | 86.0 | $ | 71.7 | $ | 72.2 | |||||
| Share-based compensation tax benefit | $ | 25.6 | $ | 21.4 | $ | 22.2 |
The Company capitalized share-based compensation expense of $1.7 million, $2.1 million and $2.0 million in inventory at October 3, 2014, September 27, 2013 and September 28, 2012, respectively.
The following table summarizes total compensation costs related to unvested share based awards not yet recognized and the weighted average period over which it is expected to be recognized at October 3, 2014:
| Unrecognized compensation cost for unvested awards (in millions) | Weighted average remaining recognition period (in years) | ||||
| Options | $ | 28.1 | 2.1 | ||
| Awards | $ | 56.8 | 1.5 |
The fair value of the restricted awards and units are equal to the closing market price of the Company's common stock on the date of grant. The fair value of the performance awards and units are equal to the closing market price of the Company's common stock on the date of grant and the expense is updated for the achievement of the underlying performance metrics.
The Company issued performance share units during fiscal 2014 that contained a market-based condition. The fair value of these performance share units were estimated on the date of the grant using a Monte Carlo simulation with the following weighted average assumptions:
| Fiscal Year Ended | ||
| October 3, 2014 | ||
| Volatility of common stock | 36.96 | % |
| Average volatility of peer companies | 29.59 | % |
| Average correlation coefficient of peer companies | 0.47 | |
| Risk-free interest rate | 0.11 | % |
The fair value of each stock option is estimated on the date of the grant using the Black-Scholes option pricing model with the following weighted average assumptions:
| Fiscal Years Ended | ||||||||
| October 3, 2014 | September 27, 2013 | September 28, 2012 | ||||||
| Expected volatility | 47.40 | % | 57.71 | % | 59.21 | % | ||
| Risk-free interest rate | 1.83 | % | 1.29 | % | 0.52 | % | ||
| Dividend yield | 0.83 | 0.00 | 0.00 | |||||
| Expected option life (in years) | 4.6 | 4.2 | 4.1 |
The Company used a historical volatility calculated by the mean reversion of the weekly-adjusted closing stock price over the expected life of the options. The risk-free interest rate assumption is based upon observed treasury bill interest rates appropriate for the expected
life of the Company’s employee stock options. The Company began paying dividends in the third fiscal quarter of 2014 and due to the date of the Company's broad-based grant in November 2013, a dividend yield was not included in the Black-Scholes option pricing model. The dividend yield was included in the Black-Scholes option pricing model for options granted after the Company declared its first dividend. Due to the number of options issued after the dividend was announced, there was an immaterial impact to the option valuation and share-based compensation for the fiscal year ended October 3, 2014.
The expected life of employee stock options represents a calculation based upon the historical exercise, cancellation and forfeiture experience for the Company across its demographic population. The Company believes that this historical data is the best estimate of the expected life of a new option and that generally all groups of the Company's employees exhibit similar behavior.
- EMPLOYEE BENEFIT PLAN, PENSIONS AND OTHER RETIREE BENEFITS
The Company maintains a 401(k) plan covering substantially all of its employees based in the United States under which all employees at least twenty-one years old are eligible to receive discretionary Company contributions. Discretionary Company contributions are determined by the Board of Directors and may be in the form of cash or the Company’s stock. The Company has generally contributed a match of up to 4% of an employee’s contributed annual eligible compensation. For the fiscal years ended October 3, 2014, September 27, 2013, and September 28, 2012, the Company contributed shares of 0.2 million, 0.3 million, and 0.3 million, respectively, and recognized expense of $6.2 million, $6.2 million, and $6.0 million, respectively.
Pre-Merger Defined Benefit Pension:
The Company terminated the pre-merger pension benefit plan that was inherited as part of the 2002 merger that created Skyworks covering certain former employees during the fiscal year ended October 3, 2014. The Company transferred the future obligations due under the plan to an independent third party and recognized an immaterial loss during the fiscal year ended October 3, 2014.
- COMMITMENTS
The Company has various operating leases primarily for buildings, computers and equipment. Rent expense amounted to $11.1 million, $10.8 million, and $10.5 million in fiscal years ended October 3, 2014, September 27, 2013, and September 28, 2012, respectively. Future minimum payments under these non-cancelable leases are as follows (in millions):
| 2015 | 2016 | 2017 | 2018 | 2019 | Thereafter | Total | |||||||||||||||||
| Future minimum payments | $ | 13.1 | 10.0 | 7.5 | 6.6 | 2.3 | 4.9 | $ | 44.4 |
In addition, the Company has entered into licensing agreements for intellectual property rights and maintenance and support services. Pursuant to the terms of these agreements, the Company is committed to making aggregate payments of $3.3 million and $1.9 million in fiscal years 2015 and 2016, respectively.
- CONTINGENCIES
Legal Matters
From time to time, various lawsuits, claims and proceedings have been, and may in the future be, instituted or asserted against the Company, including those pertaining to patent infringement, intellectual property, environmental hazards, product liability and warranty, safety and health, employment and contractual matters.
The semiconductor industry is characterized by vigorous protection and pursuit of intellectual property rights. From time to time, third parties have asserted and may in the future assert patent, copyright, trademark and other intellectual property rights to technologies that are important to the Company's business and have demanded and may in the future demand that the Company license their technology. The outcome of any such litigation cannot be predicted with certainty and some such lawsuits, claims or proceedings may be disposed of unfavorably to the Company. Generally speaking, intellectual property disputes often have a risk of injunctive relief, which, if imposed against the Company, could materially and adversely affect the Company's financial condition, or results of operations. From time to time the Company may also be involved in legal proceedings in the ordinary course of business. Legal costs are expensed as incurred.
The Company monitors the status of legal proceedings and other contingencies on an ongoing basis to ensure amounts are recognized and/or disclosed in our financial statements and footnotes as required by Accounting Standards Codification 450, Loss Contingencies. At the time of this filing, the Company had not recorded any accrual for loss contingencies associated with its legal proceedings as losses resulting from such matters were determined not to be probable. The Company does not believe there
are any pending legal proceedings that are reasonably possible to result in a material loss. We are engaged in various legal actions in the normal course of business and, while there can be no assurances, the Company believes the outcome of all pending litigation involving the Company will not have, individually or in the aggregate, a material adverse effect on its business.
- GUARANTEES AND INDEMNITIES
The Company has made no contractual guarantees for the benefit of third parties. However, the Company generally indemnifies its customers from third-party intellectual property infringement litigation claims related to its products, and, on occasion, also provides other indemnities related to product sales. In connection with certain facility leases, the Company has indemnified its lessors for certain claims arising from the facility or the lease.
The Company indemnifies its directors and officers to the maximum extent permitted under the laws of the state of Delaware. The duration of the indemnities varies, and in many cases is indefinite. The indemnities to customers in connection with product sales generally are subject to limits based upon the amount of the related product sales and in many cases are subject to geographic and other restrictions. In certain instances, the Company's indemnities do not provide for any limitation of the maximum potential future payments the Company could be obligated to make. The Company has not recorded any liability for these indemnities in the accompanying consolidated balance sheets and does not expect that such obligations will have a material adverse impact on its financial condition or results of operations.
- RESTRUCTURING AND OTHER CHARGES
As of October 3, 2014, the Company recorded restructuring and other charges of approximately $0.3 million related to costs associated with organizational restructuring plans initiated in the prior fiscal year. The Company does not anticipate any material charges in future periods related to these plans.
The Company recorded restructuring and other charges of approximately $6.4 million related to severance costs associated with separate organizational restructuring plans undertaken to reduce headcount during the fiscal year ended September 27, 2013. These restructuring plans are largely complete and have been aggregated into the “FY13 Restructuring Programs” line item in the summary table below.
During the fiscal year ended September 28, 2012, the Company recorded approximately $5.8 million related to employee severance and $0.6 million related to lease termination costs associated with the Advanced Analogic Technologies Inc. (“AATI”) restructuring during the fiscal year. The Company began formulating the restructuring plans prior to the acquisition of AATI and none of these costs were included in the purchase accounting for AATI. As of October 3, 2014, these restructuring activities and cash payments are complete and the Company does not anticipate any further charges. Charges and payments related to these restructuring plans are summarized under “Other Restructuring” in the table below.
Activity and liability balances related to the Company's restructuring actions are as follows (in millions):
| Balance at September 30, 2011 | Current Charges | Cash Payments | Balance at September 28, 2012 | ||||||||||||
| Other Restructuring | |||||||||||||||
| Employee Severance costs | $ | 0.5 | $ | 7.2 | $ | (6.8 | ) | $ | 0.9 | ||||||
| Lease and other contractual obligations | 1.5 | 0.6 | (1.3 | ) | 0.8 | ||||||||||
| Total | $ | 2.0 | $ | 7.8 | $ | (8.1 | ) | $ | 1.7 | ||||||
| Balance at September 28, 2012 | Current Charges | Cash Payments | Balance at September 27, 2013 | ||||||||||||
| FY13 Restructuring Programs | |||||||||||||||
| Employee Severance costs | $ | — | $ | 6.4 | $ | (5.8 | ) | $ | 0.6 | ||||||
| Other Restructuring | |||||||||||||||
| Employee Severance costs | 0.9 | — | (0.9 | ) | — | ||||||||||
| Lease and other contractual obligations | 0.8 | — | (0.4 | ) | 0.4 | ||||||||||
| Total | $ | 1.7 | $ | 6.4 | $ | (7.1 | ) | $ | 1.0 | ||||||
| Balance at September 27, 2013 | Current Charges | Cash Payments | Balance at October 3, 2014 | ||||||||||||
| FY13 Restructuring Programs | |||||||||||||||
| Employee Severance costs | $ | 0.6 | $ | 0.3 | $ | (0.6 | ) | $ | 0.3 | ||||||
| Other Restructuring | |||||||||||||||
| Lease and other contractual obligations | 0.4 | — | (0.2 | ) | 0.2 | ||||||||||
| Total | $ | 1.0 | $ | 0.3 | $ | (0.8 | ) | $ | 0.5 |
- EARNINGS PER SHARE
The following table sets forth the computation of basic and diluted earnings per share (in millions, except per share amounts):
| Fiscal Years Ended | |||||||||||
| October 3, 2014 | September 27, 2013 | September 28, 2012 | |||||||||
| Net income | $ | 457.7 | $ | 278.1 | $ | 202.0 | |||||
| Weighted average shares outstanding – basic | 187.2 | 187.5 | 185.8 | ||||||||
| Effect of dilutive equity based awards | 5.4 | 4.7 | 5.7 | ||||||||
| Dilutive effect of convertible debt | — | — | 0.3 | ||||||||
| Weighted average shares outstanding – diluted | 192.6 | 192.2 | 191.8 | ||||||||
| Net income per share – basic | $ | 2.44 | $ | 1.48 | $ | 1.09 | |||||
| Net income per share - diluted | $ | 2.38 | $ | 1.45 | $ | 1.05 | |||||
| Anti-dilutive common stock equivalents | 0.9 | 5.4 | 4.0 |
Basic earnings per share are calculated by dividing net income by the weighted average number of shares of the Company's common stock outstanding. The calculation of diluted earnings per share includes the dilutive effect of equity based awards which were outstanding during the fiscal years ending October 3, 2014, September 27, 2013 and September 28, 2012, as well as convertible debt which was outstanding during fiscal 2012, using the treasury stock method. Certain of the Company's outstanding stock options, noted in the table above, were excluded because they were anti-dilutive, but could become dilutive in the future.
- SEGMENT INFORMATION AND CONCENTRATIONS
In accordance with ASC 280-Segment Reporting, the Company considers itself to be a single reportable operating segment which designs, develops, manufactures and markets similar proprietary semiconductor products, including intellectual property. In reaching this conclusion, management considers the definition of the chief operating decision maker (“CODM”), how the business is defined by the CODM, the nature of the information provided to the CODM and how that information is used to make operating decisions, allocate resources and assess performance. The Company's CODM is the chairman and chief executive officer. The results of operations provided to and analyzed by the CODM are at the consolidated level and accordingly, key resource decisions and assessment of performance is performed at the consolidated level. The Company assesses its determination of operating segments at least annually.
GEOGRAPHIC INFORMATION
Net revenue by geographic area presented based upon the country of destination and are as follows (in millions):
| Fiscal Years Ended | |||||||||||
| October 3, 2014 | September 27, 2013 | September 28, 2012 | |||||||||
| United States | $ | 47.5 | $ | 67.3 | $ | 70.3 | |||||
| Other Americas | 25.5 | 10.2 | 18.4 | ||||||||
| Total Americas | 73.0 | 77.5 | 88.7 | ||||||||
| China | 1,574.4 | 979.3 | 820.1 | ||||||||
| Taiwan | 322.2 | 387.5 | 311.7 | ||||||||
| South Korea | 107.4 | 102.9 | 103.2 | ||||||||
| Other Asia-Pacific | 166.9 | 202.0 | 207.4 | ||||||||
| Total Asia-Pacific | 2,170.9 | 1,671.7 | 1,442.4 | ||||||||
| Europe, Middle East and Africa | 47.6 | 42.8 | 37.5 | ||||||||
| $ | 2,291.5 | $ | 1,792.0 | $ | 1,568.6 |
The Company’s revenues by geography do not necessarily correlate to end market demand by region. For example, if the Company sells a product to a distributor in Taiwan, the sale is reflected within the Taiwan line item above; however, that distributor, in turn, may sell the product to an end customer in a different geography. The Company's revenue to external customers is generated principally from the sale of semiconductor products that facilitate various wireless communication applications. Accordingly, the Company considers its product offerings to be similar in nature and therefore not segregated for reporting purposes.
Net property, plant and equipment balances, based on the physical locations within the indicated geographic areas are as follows (in millions):
| As of | |||||||
| October 3, 2014 | September 27, 2013 | ||||||
| Mexico | $ | 290.1 | $ | 176.9 | |||
| United States | 138.7 | 140.2 | |||||
| Singapore | 60.8 | — | |||||
| Japan | 58.8 | — | |||||
| Rest of world | 7.5 | 11.5 | |||||
| $ | 555.9 | $ | 328.6 |
CONCENTRATIONS
Financial instruments that potentially subject the Company to concentration of credit risk consist principally of trade accounts receivable. Trade accounts receivables are primarily derived from sales to manufacturers of communications and consumer products
and electronic component distributors. Ongoing credit evaluations of customers’ financial condition are performed and collateral, such as letters of credit and bank guarantees, are required whenever deemed necessary.
In fiscal 2014, 2013 and 2012, two customers—Foxconn Technology Group (together with its affiliates and other suppliers to a large OEM for use in multiple applications including smartphones, tablets, routers, desktop and notebook computers), and Samsung Electronics—each constituted more than ten percent of our net revenue.
The Company's greater than ten percent customers comprised the following percentages of net revenue:
| Fiscal Years Ended | ||||||
| October 3, 2014 | September 27, 2013 | September 28, 2012 | ||||
| Company A | 34% | 36% | 29% | |||
| Company B | 10% | 15% | 17% |
At October 3, 2014, the Company's three largest accounts receivable balances comprised 58% of aggregate gross accounts receivable. This concentration was 51% and 60% at September 27, 2013 and September 28, 2012, respectively.
- QUARTERLY FINANCIAL DATA (UNAUDITED)
The following table summarizes the quarterly and annual results (in millions, except per share data):
| First quarter | Second quarter | Third quarter | Fourth quarter | Fiscal year | |||||||||||||||
| Fiscal 2014 | |||||||||||||||||||
| Net revenue | $ | 505.2 | $ | 481.0 | $ | 587.0 | $ | 718.2 | $ | 2,291.5 | |||||||||
| Gross profit | 222.0 | 212.4 | 264.2 | 324.0 | 1,022.7 | ||||||||||||||
| Net income | 94.5 | 76.9 | 111.4 | 174.9 | 457.7 | ||||||||||||||
| Per share data (1) | |||||||||||||||||||
| Net income, basic | $ | 0.51 | $ | 0.41 | $ | 0.59 | $ | 0.93 | $ | 2.44 | |||||||||
| Net income, diluted | $ | 0.49 | $ | 0.40 | $ | 0.58 | $ | 0.90 | $ | 2.38 | |||||||||
| Fiscal 2013 | |||||||||||||||||||
| Net revenue | $ | 453.7 | $ | 425.2 | $ | 436.1 | $ | 477.0 | $ | 1,792.0 | |||||||||
| Gross profit | 192.6 | 176.7 | 188.2 | 209.1 | 766.6 | ||||||||||||||
| Net income | 66.5 | 61.7 | 65.7 | 84.2 | 278.1 | ||||||||||||||
| Per share data (1) | |||||||||||||||||||
| Net income, basic | $ | 0.35 | $ | 0.33 | $ | 0.35 | $ | 0.45 | $ | 1.48 | |||||||||
| Net income, diluted | $ | 0.34 | $ | 0.32 | $ | 0.34 | $ | 0.44 | $ | 1.45 |
| (1) | Earnings per share calculations for each of the quarters are based on the weighted average number of shares outstanding and included common stock equivalents in each period. Therefore, the sums of the quarters do not necessarily equal the full year earnings per share. |
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